This Indemnity Agreement (the “Agreement”) is entered into by and between Yardu Corp., a company registered under the laws of Canada (“Yardu” or “Company”), and the Service Provider (“Service Provider” or “Contractor”), whose details are provided in the application form.
By accepting the terms of this Agreement, the Service Provider agrees to indemnify and hold harmless Yardu, its officers, directors, employees, agents, affiliates, and representatives, as set forth in the following sections.
A. DEFINITIONS
- Service Provider: An individual or entity approved and registered by Yardu to provide services through the Yardu app.
- Service: Any services performed by the Service Provider under the Yardu app, including, but not limited to, lawn mowing, snow clearing, or other related services as requested by customers on the Yardu app.
- Indemnified Party: Yardu, including its officers, directors, employees, agents, affiliates, and representatives.
- Customer: The individual or entity requesting the services through the Yardu app.
B. INDEMNIFICATION OBLIGATION
The Service Provider agrees to indemnify, defend, and hold harmless Yardu (the “Indemnified Party”) from and against any and all claims, actions, demands, suits, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising from or relating to:
a) Injury or Death: Any injury, harm, or death to the Service Provider, the customer, or any third party, arising out of or in connection with the Service Provider’s actions, negligence, inactions, or failure to perform services, or the actions or negligence of the customer during the provision of the services, or any injury, harm, or death arising from events beyond reasonable control such as natural disasters, satellite, electricity, telephone or internet outages, etc.
b) Property Damage: Any damage to property (whether owned by the Service Provider, the customer, or any third party) arising from the Service Provider’s actions, negligence, or failure to perform services, or any damage caused by the customer during the provision of services, or any damage arising from events beyond reasonable control such as natural disasters, satellite,
electricity, telephone or internet outages, etc.
c) Negligence or Inaction: Any loss, harm, or damage resulting from the Service Provider’s negligence, willful misconduct, or failure to exercise reasonable care or due diligence while performing services, including failure to follow Yardu’s policies or safety guidelines, or the actions or inactions of the customer during the service.
d) Failure to Comply with Laws: Any failure of the Service Provider or the customer to comply with applicable laws, regulations, or safety standards governing the services provided, including zoning, licensing, insurance, or other legal requirements.
e) Breach of Agreement: Any breach of the Service Provider’s contractual obligations under the agreement between Yardu and the Service Provider, including non-performance, poor-quality service, or other failures in the execution of the Service, or any failure by the customer to follow Yardu’s guidelines or instructions.
f) Legal Costs: Any legal costs incurred by Yardu, including but not limited to attorneys’ fees, litigation costs, and settlement fees, arising from or in connection with any claim or legal action involving the actions or inactions of the Service Provider or the customer during the provision of services.
C. EXCLUSIONS FROM INDEMNIFICATION
The indemnity provisions under this Agreement shall not apply to claims, losses, or damages arising directly from the sole negligence, willful misconduct, or gross negligence of Yardu or its employees.
D. INSURANCE REQUIREMENTS
The Service Provider agrees to maintain appropriate insurance coverage throughout the term of their participation on the Yardu app. Such insurance shall include, but not be limited to:
a) General Liability Insurance covering personal injury, property damage, and any other risks arising from the provision of services.
b) Workers’ Compensation Insurance (if applicable) to cover any injury to the Service Provider or its agents and affiliates while performing services.
Failure to maintain sufficient insurance may result in suspension or termination of the Service Provider’s access to the Yardu app.
E. COOPERATION WITH INVESTIGATIONS
In the event of any claim, lawsuit, or investigation arising from the Service Provider’s actions or inactions, or from the actions or inactions of the customer during the provision of services, the Service Provider agrees to cooperate fully with Yardu and any relevant authorities. This includes providing any documents, records, or other materials that may be requested by Yardu or any other party involved in the investigation or legal proceeding.
F. TERM AND TERMINATION
This Agreement shall remain in effect for the duration of the Service Provider’s participation on the Yardu app. The Service Provider’s indemnification obligations shall survive termination or suspension of their relationship with Yardu and shall apply to any claims or actions arising out of
the Service Provider’s conduct during the term of the Agreement.
G. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of Canada and applicable laws in the province where the service is provided, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be resolved through mediation and then arbitration (if necessary) in Canada in accordance with the applicable rules. Nothing in this clause shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction, where such relief is necessary to prevent irreparable harm.
H. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision will be replaced by a valid provision that reflects the intent of the original provision as closely as possible.
I. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between Yardu and the Service Provider regarding indemnification and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, related to indemnification.
J. AMENDMENTS
Yardu may update this Agreement from time to time. You will be notified of significant changes, and continued use of the app constitutes acceptance of the revised terms.
BY PROCEEDING TO USE THE YARDU APP OR ACCEPT SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS INDEMNITY AGREEMENT.