Last updated October 18th, 2022
These Global Contractor Payment Forwarding Service Terms (these “Global Contractor Payment Terms”), together with the Worca Terms of Service Agreement available at www.gusto.com/terms-of-services (the “Worca Terms”) (collectively, the “Global Contractor Payment Agreement”), set forth the terms and conditions under which Worca, Inc., a Delaware corporation doing business as Worca (“Worca”), agrees to provide to User certain payroll services and other related services (the “Payroll Service”), which are provided through Worca’s website, www.worca.io
WHEREAS, Worca has the capability and capacity through its foreign subsidiaries to provide certain payment forwarding services to the Client’s contractors located outside the United States; and
WHEREAS, Client desires to retain Worca to provide the said services, and Worca is willing to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Worca and Client agree as follows:
The acceptance by Worca of its responsibilities hereunder is subject to the following terms and conditions, which the Parties hereto agree shall govern and control with respect to Worca’s rights, duties, liabilities and immunities:
- Worca shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary of the Client or parties to this Agreement. Worca shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it.
- Worca shall be protected in acting upon any written notice, consent, receipt or other paper or document furnished to it, whether made in physical copy or transmitted electronically on online or through the Platform, not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which Worca in good faith believes to be genuine and what it purports to be. Should it be necessary for Worca to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary or individual acting on behalf of another party hereto, which Worca in good faith believes to be genuine, it shall not be necessary for Worca to inquire into such corporation’s, fiduciary’s or individual’s authority.
- Worca shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or willful misconduct.
- Worca shall neither be responsible for, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document between the Client and its global contractors, including, without limitation, any employment or contractor related agreements.
- In the event that Worca shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from Client or its global contractors which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all Payment Funds held in the designated account until it shall be directed otherwise in writing jointly by Client and its global contractors or by a final and non-appealable order of a court of competent jurisdiction. Worca shall have the option, after 5 days’ notice to Client and its global contractors of its intention to do so, to file an action in interpleader requiring Client and its global contractors to answer and litigate any claims and rights among themselves.
Client shall indemnify and hold Worca harmless from and against any liability, loss, damage or expense (including, without limitation, reasonable attorney’s fees) that Worca may incur in connection with this Agreement and its performance hereunder or in connection herewith, except to the extent such liability, loss, damage or expense arises from its willful misconduct or gross negligence.
This Agreement, including and together with any related forms, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any forms, the terms and conditions of this Agreement shall supersede and control.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized representative of each Party.
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement, including by virtue of any merger or corporate reorganization which may be deemed an assignment, without the prior written consent of Worca. Any purported assignment or delegation in violation of this Section 14 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement. Worca may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Worca’s assets without Client’s consent.
This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America (including its statutes of limitations and Cal. Civ. Code § 1646.5), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
This Agreement and all related documents including all schedules attached and all matters arising out of or relating to this Agreement and the Services provided hereunder, whether sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties seeking injunctive relief in aid of arbitration to enforce this Agreement shall be brought only in any state or federal court located in the State of California, County of Los Angeles. The Parties irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any injunctive relief in aid of arbitration in such venue.
Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by arbitration pursuant to Section 20. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.
No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Client to make payments to Worca hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic or pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party.
The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 consecutive days following written notice given by it, the other Party may thereafter terminate this Agreement upon 30 days’ written notice.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Monthly Service Fees (“Fees”):
- Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services Worca provide to the Client, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by JAMS and held in City of Los Angeles, Los Angeles County, California before a single arbitrator, in accordance with the JAMS’s rules, regulations, and requirements, as well as any requirements imposed by California law. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
Payment Terms and Refund Policy:
- Client will be billed on a monthly basis automatically for the Fees until it notifies Worca for termination of the Agreement or the Client elects to cancel the Services by using the cancelation feature on the Platform, subject to the availability of the feature on the Platform
- Refund of the Fees is limited and subject to Worca’s sole discretion.