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March 13, 2020

Independent Contractor Agreement

This independent contractor agreement (“Agreement”) is made by and between Cuz Translation ("Company") and the person agreeing to serve as an independent contractor for Company ("Contractor") and is made effective when the Contractor installs the Cuz Translation App to the Contractor’s Device (as defined below) and indicates that he/she “agrees and accepts” the terms and conditions of this Agreement (the "Effective Time").

IN CONSIDERATION of the covenants set out below the parties to this Agreement agree as follows:

  1. Independent Contractor: Contractor is a self-employed independent contractor with respect to performing on demand verbal interpretation and written document translation services ("Services") for Company. Nothing in this Agreement shall be interpreted to create a joint venture, partnership, agency or other similar relationship of any type between Contractor and Company. Contractor is not an employee of Company and Contractor is not entitled to receive any benefits whatsoever and Company shall not be required to make contributions for employment insurance, Canada Pension, workplace safety and insurance premiums and other similar levies in respect of the fee for Services that the Contractor receives as a result of providing the Services. Contractor acknowledges and agrees that Contractor has complete discretion to engage in other business or employment activities.
  2. Equipment, Devices and Transportation: Contractor shall supply and maintain, at Contractor's own expense, any equipment not provided by Company which is necessary to perform the Services, including an Internet-connected mobile smart phone ("Device") with the Cuz Translation App installed on it and the use of a vehicle or public transportation in order to attend a specified location to perform the Services. Contractor will not be reimbursed for any travel expenses, phone bills or other costs incurred by Contractor in connection with providing the Services.
  3. Notwithstanding the provision above, transportation costs for travel exceeding 25 kilometers from the Contractor’s place of residence as provided in his/her online application to the place indicated in the Service Request shall be reimbursed at a rate of $0.99 per each kilometer.
  4. Services and Fees: By accepting a "Service Request" using the Cuz Translation App for interpretation and translation in a specified language, Contractor agrees to perform the accepted Services as described in Exhibit A for the hourly rate, per document, per page or per word as specified in the Service Request (the "Fees"). Contractor acknowledges and agrees that the Fees are not fixed and may change for each Service Request. All Fees are Canadian dollars.
  5. If the Services Request includes a certified translation of documents and Contractor accepts such Services Request, Contractor undertakes to sign a translator’s declaration in front of a notary public at the offices of Sobirovs Law located at 3817 Bloor Street West, Toronto, Ontario, M9B 1K7 (the “Law Firm”) by arranging a prior appointment with the Law Firm.
  6. Refusing the Service Request: If Contractor refuses the Service Request from User in more than 3 occasions where such refusal is not justified by a valid reason, Company may impose a penalty in the amount prescribed in the Penalties Policy.
  7. Cancellation of Service: The Contractor may cancel Service, without penalty, 48 hours before the start of the Service as specified in the Service Request. If the Contractor cancels the accepted Service within the time which is less than 48 hours before the start of the Service, then the Contractor will pay the penalty prescribed in the Penalties Policy.
  8. Notwithstanding the provisions above, Contractor may refuse the Services Request or cancel the Accepted Service Request with no penalty if User does not provide details of the Services requested or does not provide a good quality of the document to be translated. Contractor shall endeavour to resolve the concerns with the Service Request as soon as possible by communicating to User and/or Company.
  9. Term and Early Termination: This Agreement may be terminated at any time by Company if Contractor is in breach of any of its obligations in this agreement or if Company determines that Contractor has misrepresented any information about his/her qualifications or criteria listed in his/her online application. This Agreement may also be terminated at the Company’s discretion if a User (as defined in Exhibit A below) makes a complaint about the Contractor or the Services provided or if the Contractor fails to disclose to the Company or the User about potential conflicts of interest, including providing Services when the Contractor has a personal relationship with the third party who the Services are being performed for. Upon termination of this Agreement, the Contractor’s account will be deactivated immediately.
  10. Deactivated Account: Contractor understands that Company may remove Contractor from the Cuz Translation App, deactivate the Contractor’s account and terminate this Agreement if, Contractor: (a) has refused or cancelled a Service Request contrary to the conditions of this Agreement; (b) is incompetent or negligent in the performance of his/her duties; (c) is engaged in activities which are contrary or detrimental to the interests of the User or Company; (d) unable to fulfill their obligations under this agreement; or (e) the Contractor’s rating is lower than 3 stars.
  11. License: Company hereby grants the Contractor a personal, non-exclusive, non-transferable license to install and use the Cuz Translation App on his/her Device solely for the purpose of providing Services. The Contractor agrees to not provide, distribute or share, or enable the provision, distribution or sharing of, the Cuz Translation App (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate, and the Contractor will delete and fully remove the Cuz Translation App from his/her Device in the event that the Contractor ceases to provide Services or in the event that this Agreement is terminated for any reason.
  12. Representations: Contractor represents that (a) it has full power and authority to enter into this Agreement and perform the Services, (b) it is not aware of any other agreement or circumstance that would prevent Contractor from complying with this Agreement and agrees that (c) it will comply with all applicable laws in its performance of this Agreement. Contractor understands that Company does not guarantee that:

    a. a person will be accepted as a Contractor;
    b. a Contractor will have access to or use of the Cuz Translation App; or
    c. a Contractor will be selected to provide Services.

    Contractor further represents and warrants that (a) the Contractor has the required skill, experience and qualifications to perform the Services; (b) all Services are and shall be the Contractor’s original work (except for material in the public domain or provided by the User) and do not and will not violate or infringe upon the intellectual property rights or any other rights whatsoever of any person, firm, corporation or other entity; (c) material provided by the User will be deleted within one week upon completion of the Services.
  13. Taxes: Contractor is responsible for filing and payment of all applicable taxes in connection with or related to the Services and Fees.
  14. Conduct: Contractor shall comply with all the rules and regulations of Company which are brought to its attention or of which it ought reasonably to be aware. Contractor agrees to always provide the Services in a professional manner to the best of the Contractor's ability.
  15. Privacy & Confidential Information: Contractor understands that the Services involve matters that are highly confidential. Contractor shall protect and shall to not disclose any Confidential Information at any time (during or after the Services) except upon written consent or instruction from Company. Contractor shall not share the Cuz Translation App or his/her password or ID Number with any third party. For the purpose of this Agreement "Confidential Information" means all of the information respecting the Company and the Contractor, any affiliate of the Company, a User or a third party, whether or not specifically described as "confidential" supplied orally, in writing or in electronic, graphic or any other form, relating to or useful in connection with the provision of Services and/or this Agreement, and includes, but is not limited to: (a) the Cuz Translation App and related information and documentation owned or marketed by the Company or an affiliate; (b) any business or proprietary information about the Company, or an affiliate of the Company's business that is not known to the public or competitors; (c) all information regarding the Company or a User obtained during or related to the performance of the Services; (d) any information disclosed or provided by, or on behalf of, the parties or a User; (e) any information that may be learned or acquired by the parties in connection with the Services; and (f) any information which has been identified by, or on behalf of, the parties or a User as confidential; provided that, Confidential Information shall not include information which: (a) is generally known or in the public domain at the time of disclosure; or (b) though originally Confidential Information becomes generally available to the public through no fault of the parties.
  16. Intellectual Property Matters: The User is and shall be the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, including all patents, copyrights, trademarks, trade secrets and other intellectual property rights therein.
  17. Indemnification and Liability: The Contractor agrees to indemnify and hold harmless the Company, its directors, officers and employees from and against any and all claims, liabilities and losses arising in respect of a breach of this Agreement or the performance of Services; provided, however, in no event shall either party be liable to the other for any indirect, consequential or punitive damages, or any loss of profits or loss of business opportunity that may be suffered by such other party in connection with the performance or breach of this Agreement.
  18. Governing Law and Dispute Resolution: This Agreement shall be construed and interpreted in accordance with the laws of Ontario and the laws of Canada. All disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, will be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The seat of arbitration will be Toronto. The language of the arbitration will be English.
  19. No Assignment: Contractor will not assign or transfer any rights or obligations under this Agreement. Company can assign or transfer its rights or obligations under this Agreement without Contractor's prior consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.
  20. Severability and Waiver: If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, it shall be severable from, and in no way shall affect the validity or enforceability of, the remaining provisions of this Agreement. The waiver by either party of a breach of this Agreement by the other will not operate as a waiver of a subsequent breach of this Agreement.
  21. Notice: Any notice or communication delivered by Company to Contractor will be delivered to the email address provided by Contractor in his/her online application or though the Cuz Translation App to Contractors account. Any notice of communication delivered by Contractor to Company will be delivered by email to:
  22. Entire Agreement: This Agreement together with the online application constitutes the entire agreement with respect to provision of the Services by Contractor and supersedes all prior oral or written agreements, communications and dealings between Contractor and Company with respect to the subject matter of this Agreement.
  23. Independent Legal Advice: Contractor acknowledges that he/she has had the opportunity to obtain independent legal advice with respect to the terms and conditions of this agreement.


Services and Service Requests: If a person who has completed the online application is assigned an account, he/she will be included on the Cuz Translation App and will become a Contractor of Cuz Translation Inc. after entering to this Agreement. Contractors will provide on demand verbal interpretation services and document translation (the "Services") to users who require the Services and who have also been granted access to the Cuz Translation App (the "User").

Users will place a Service Request through the Cuz Translation App with an approximation of how many hours of Services the User requires. Only Contractors who match the Service Request and speak the relevant language will be notified that a User has placed a Service Request. If Contractor is available to provide Services on the requested date, time and location, then Contractor may accept the Service Request through the Cuz Translation App and will then attend the specified location to provide the Services by giving a verbal interpretation in English of what was communicated by a third party in a language other than English to the User who placed the Service Request.

Contractor understands that the Cuz Translation App may provide Contractor's name, contact information and location to the User who placed the Service Request and the User's name, contact information and location may be provided to Contractor for the sole purpose of providing Services. Contractor will not contact any Users or use any User's personal data for any reason other than for the purposes of fulfilling Services.

Only the Contractor that accepted the Service Request will attend the location to provide the Services. Contractor will be required to show the User proof of their identity through government issued identification. The User making the Service Request and the Contractor will agree on the amount of time of the Service and once agreed the User shall submit the time card via the Cuz Translation App.

After Contractor has performed the Services, the Cuz Translation App will indicate the number of hours worked by Contractor and will automatically generate an invoice and process payment by electronic transfer or other applicable payment method to Contractor's bank account as soon as possible but no later than thirty (30) days from the date the Services were completed. After a Contractor has completed the Services, a User will be prompted by the Cuz Translation App to provide a rating of Contractor and the Services and that rating may be provided to Company and other Users.

Accepting or Cancelling Service Requests: Contractor has the option, through the Cuz Translation App, to accept, decline or ignore a User's Service Request. Once a Service Request is accepted, Contractor may only request cancelation 24 hours prior to the scheduled service request.

Contractor understands that Company or User may cancel Service Requests that have been accepted by Contractor through the Cuz Translation App at any time provided that if Company cancels an accepted Service Request within 12 hours of the requested start time, Contractor will be paid in full for two hours.

Fees and Payment: The Fee for the Services will be displayed on the Service Request in Canadian dollars and on an hourly rate, per document, per page or per word rate, as applicable. The Fee is not fixed and will vary depending on the User who requests the Services. If Contractor accepts a Service Request, he/she will be guaranteed a minimum Fee for two hours of Services, and each portion of an hour worked in excess of 2 hours will be rounded up to the next full hour. For example, if Contractor works for 2 hours and 15 minutes they will be paid for 3 full hours of work.


INTERPRETATION SERVICE CANCELATION AND MANDATORY NOTIFICATION CONFIRMATIONS: Contractor will receive four notifications to confirm the acknowledged appointment. Company will send these notifications in form of push notifications as such must be confirmed upon receipt.

Initial notification will be sent one day prior to the scheduled appointment and the Contractor must confirm. Contractor may only request cancelation of the scheduled service at this time, without penalty.

Second notification will be sent 4 hours prior to the scheduled appointment and the Contractor must confirm.

Third notification will be sent 3 hours prior to the scheduled appointment and the Contractor must confirm.

Fourth and last confirmation will be sent 2 hours prior to the scheduled appointment and the Contractor must confirm to indicate the en route status.

In the event the Contractor does not confirm the appointment notification sent out prior to the acknowledged interpretation appointment, and arrive at the interpretation site, Contractor will not be paid for the specified appointment.

INTERPRETATION CANCELATION WITHIN 24 HOURS OF THE SCHEDULED APPOINTMENT: In the event the Contractor does not provide an explanation and cancel within 24 hours of the appointment, Company may charge 20% of the total payment to Contractor’s account. This penalty charge will be deducted from the Contractor’s outstanding payout fees. In the event the Contractor has zero outstanding balance on the payable account, a notice may be sent to collect the penalty amount within 7 days of the occurrence. Company has the authority to terminate contactor’s account at any time.

TRANSLATIONS PROGRESS REPORT: Contractor must keep an up-to date progress report after accepting the project offer. Project manager, hence the Company, may require proof of progress at any given time. Customers may withdraw the requested translation project, upon which the Contractor will be paid in accordance to the progress report and Contractor must submit any and all translated product.

INCOMPLETE TRANSLATION ASSIGNMENTS AND LAST-MINUTE CANCELATIONS: After accepting the project offer; in the event Contractor voluntarily abandons or leaves the project incomplete or does not meet the deadline without requesting a prior extension, Contractor will not receive any payment and as such, Company may charge 20% of the total payment to Contractor’s account as penalty. This penalty charge will be deducted from the Contractor’s outstanding payout fees. In the event the Contractor has zero outstanding balance on the payable account, a notice may be sent to collect the penalty within 7 days of the occurrence. Company has the authority to terminate contactor’s account at any time.