TERMS OF SERVICE
USER INDEPENDENT CONTRACTOR SERVICES AGREEMENT
Thank you for your interest in Key2ir an internet application owned and operated by PARIT GLOBAL SERVICES PVT LTD. (“Key2ir”, “we”, “our” or “us”). Key2ir provides a service that allows its Clients (“Industries”) to connect with our network of geographically distributed contractors (“You”, “Resource”) to obtain service providers for various short-term assignments. Please read this Independent Contractor Agreement (“Agreement”) in its entirety if you wish to become a Resource. The Resources have access to the Application to receive and review requests for service from Industries and to identify their interest and availability in response to such requests.
PLEASE READ THIS CONTRACTOR SERVICE AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS IMPORTANT MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTE, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Acknowledgment and Acceptance of Independent Contractor Services Agreement
This covenant is an agreement that sets out the legitimately tying terms of the relationship in the between Key2ir and you. You accept and agree to bound to the terms of this agreement just by submitting Application to become a Resource. You are said to accept this Agreement by using the Application or becoming a Resource and you also agree to the terms, conditions and notice contained and/or referenced herein.
Key2ir holds the right to modify this Agreement, and add extra terms at instant of time, effective upon making the modified provisions available on the Application or by notifying Resources directly. It’s your responsibility for regularly review this Agreement. After becoming frequent user of this Application any such changes made to this Agreement shall represent your acceptance to such changes. Key2ir doesn’t assume any responsibility to inform Resources of any changes to this Agreement, or the creation or modification of any additional terms.
This Application can use by only those individuals who can form legally binding contract under applicable law. Without restricting this, you must be at least 18 years old and lawfully approved to work in INDIA to become a Resource. If you not eligible, you may not apply to become a Resource.
1.DEFINITIONS
Capitalized conditions are described as set forth below or elsewhere in the Agreement.
“Services" implies the services determined in Key2ir Service Request for services by a Resource to Key2ir customer.
“Key2ir Service Request” means a request assigned by Key2ir to one or more Resources, which incorporates a depiction of the administrations/Services to be given by the Resources and the related Deliverables, the date by which the Key2ir Service Request must be completed and the wages for the Resource who performs the Key2ir Service Request (the “Wages”). Resources can use this Application to review Service Request and to indicate their accessibility for Service Request. Key2ir Service Request pursuant to Section 2, the Key2ir Service Request will become a “Service Engagement”.
“Key2ir Mobile Application” or the “Application” implies the software utilized by Key2ir in association with the Service.
2.RESOURCES
As part of your initial signing up with Key2ir, you believe the fact to instantly perform written approval for a background check performed by Key2ir. Subject to acceptable background check and contract to the terms herein, you will be allowed to use the Key2ir Mobile Application or Application to view and agree to Key2ir Service Requests.
By Singing up to become a Resource and accepting a Service Request, you accept to use your best initiatives to carry our Service Engagement such that service is acceptable to the Industries, from whom the Service Request is created. Once the Key2ir Service request is accepted by Resource, the Service Request will no longer be available for performance by other Resources who received the Service Request. Once the Service Request is accepted, you are entering into a binding legal agreement to deliver service for the wage specified in the Service Request. Accept the Service Request only when you are sure that you understand what you are being asked to deliver, can get to and from the Industries location and can deliver the Services in the requested time period.

3.INDEPENDENT CONTRACTOR RELATIONSHIP
This Agreement is not intended or should be considered to make a collaboration, a joint venture, or Client-Resource relationship between Key2ir and you or between the Client and you. You will take no palace with regards to or on any tax return or application of benefits, or in any proceeding directly or indirectly involving Key2ir that is inconsistent with yours being an independent Contractor (and not a Resource) of Key2ir. You are not the broker of Key2ir, or the Client and you are not approved and authorized, and must not signify to any Third party that you are approved, to create any commitment or otherwise act regarding Key2ir or the Client. As an independent contractor, you are solely accountable for identifying which Service Request you will choose to accept, how, when and where you will offer the Requested Service. Without restricting the generality of the foregoing:

3.1Benefits and Contributions. You are not qualified for any benefits that Key2ir, its parents, subsidiaries, associated or other relevant organization may make available to its Resources, such as profit-sharing or pension benefit, group insurance. Since you are an independent contractor, Key2ir will not hold back or do payments for social security, make unemployment insurance or obtain worker’s compensation insurance policy or disability insurance contributions on your behalf. If, notwithstanding the foregoing, you are reclassified as Resources of Key2ir, or any affiliate of Key2ir(“Affiliate”), by the Indian Revenue Services (“IRS”), the Ministry of Labour and Employment, Income Tax Department or any other union, state or agency, you believe the fact that you will not, as the result of such reclassification, be qualified for or qualified to receive, on either a potential or retrospective basis, any Resources benefits under any program established or managed by either Client and its parents, subsidiaries, associates or relevant organization by Key2ir, its parents, subsidiaries, affiliates or other related entities.
3.2Taxes. You are solely accountable for processing all tax returns and posting all expenses as required by any government, state, local, or union tax power as a result of the transaction of wages to you under this Agreement, and you accept to do so in regular basis. You will comply with all applicable union, state and local laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the NSDL (National Securities Depository Limited), Key2ir will report the Wages paid to you for services rendered if applicable as part of Key2ir engagements by filing Form 16A/ Form 16B with IRS. You agree to interparty Key2ir for the cost of any tax liabilities incurred by Key2ir as a result of your failure to pay all applicable taxes in a timely manner.

4.WAGES
On completion of a service request by Resources, the wages to the Resources are made quick, fast and more importantly secured by partnering with Paytm. Key2ir is partnered with Paytm to be our Payment Service Provider(“PSP”). The payment of wages to the Resources is supported and monitored through Paytm Wallet and Paytm Bank. Money will be loaded to your Paytm number which you will be receiving from Key2ir after successful completion of your first job. Key2ir doesn’t acknowledge any sort of payment transaction to Resources personal/professional account, we pay each Resources only through Paytm wallet only. Wages are credited to the Resources within 48hours after the Client acknowledges the completion of the Services by you. However, if you don’t receive your wages with the stipulated time, you need to mail/write to us at support@key2ir.com within 4 days of the completion of your service request. 

No payments. if in case, the service request accepted by you is not completed for the agreed time and date or efforts performed by you is not satisfied, you are not liable to receive the wages specified. Resources using Key2ir “Mobile Application” or “application” will be liable for any taxes (if applicable) required to be paid on the Services provided under the Agreement (other than taxes on Company’s income).

5.CONFIDENTIALITY

5.1Use and Disclosures. From time to time, you may be given access private information in the course of performing engagements that you get through Key2ir. During the period of this agreement and at all times thereafter, you will (a) maintain all the private and confidential details in strict and confidence, (b) be restricted from using or allowing others to use private details in any manner or for any purpose not particularly allowed or required by this Agreement, and (c) be restricted from exposing or allowing others to reveal any Private Information to any third party without acquiring Key2ir express prior written consent on a case-by-case basis. “Confidential Information” means all the information related to Key2ir any Industries business (including trade secrets, technical information, business forecasts and strategies, marketing plans, Client and supplier lists, personnel information, financial data, and proprietary information of third parties including Industries) that Key2ir and/or the Client considers to be private or exclusive or Key2ir has a responsibility to treat as private.
5.2Standard of Care. You will secure the Private Details from illegal use, accessibility, or disclosure in the same way as you secure your own confidential or exclusive information of the same characteristics, and with no less than affordable care.
5.3Exceptions. Your obligations under Section 4.1 and 4.2 will cancel with regard to any particular information that you can prove, by obvious and effective proof, (a) you lawfully knew prior to Key2ir first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be able to reveal Private Information to the level that such disclosure is particularly accepted in written by Key2ir or is required by law or court order, provided that you instantly inform Key2ir in writing of such needed disclosure and cooperate with Key2ir, at Key2ir reasonable demands and expense in any legal action to consent or limit the opportunity of such needed disclosure, including filing motions and otherwise making appearances before a court.
5.4Removal; Return. In any occasion Key2ir request and upon any cancellations or expiry of this Agreement, you will promptly (a) return to Key2ir or, if so instructed by Key2ir, slaughter all private and confidential information (in every form and medium), (b) completely remove all digital information containing or outlining any Private Details, and (c) certify to Key2ir written that you have completely complied with these obligations.
6.NO CONFLICTS
You signify and guarantee that you are not subjected to any contract or responsibility that would be breached by coming into or executing your obligations under this Contract, or any Key2ir Engagement, or that is otherwise unreliable with this Contract or any Key2ir Engagement.

7.REPRESENTATIONS AND WARRENTIES
7.1 General. You Represent warrant and convent that:
(a)You have all the rights, power and power to start and execute this Agreement without the approval of any third party (including any of your present and former Industries);
(b)Will completely comply with the specifications, requirements, and other conditions in the appropriate Key2ir Engagement and this Contract and will be of a professional and workmanlike quality.
7.2 You will interparty and hold harmless Key2ir and its parents, associates, workers, and agents from and against any and all obligations, failures, loss, costs, and other outlays (including lawyer charges and charges associated with litigation) coming up from or with regards to a violation by you of any reflection, assurance, contract, or obligation in this Agreement, or coming up from or with regards to any irresponsible or deliberate act or omission committed by you, in connection with the performance of Key2ir Agreement, which act or omission gives rise to any claim for loss against you, Key2ir and/or its parents, associates , contractors or agents. Key2ir particularly declines any responsibility to protect and/or interparty you from and against any Third-party statements made against you as a result of any irresponsible or deliberate act or omission committed by you in relationship with the efficiency of any Key2ir involvement.
7.3 Insurance. You admit that you are independent contractor, not an Resource of Key2ir as such, you are not covered by any insurance policy that may be provided by Key2ir to its contractors, including, without limitation, health insurance policy coverage, worker’s compensation insurance policy, general insurance policy, and automobile liability insurance. As independent contractors, your solely accountable for your own insurance. Specifically, in the event that you are harmed while working in the course and opportunity of an involvement for Key2ir, you recognize and understand that you will not be protected by any worker’s compensation insurance policy that Key2ir may provide to its workers. Further, in the case that your activities cause an accident to a third party while you will work in the course and opportunity of an involvement for Key2ir, you acknowledge and comprehend that you will not be covered by and general liability or automobile insurance plan policy that Key2ir may have, and that Key2ir is not making any commitment to protect and or/ interparty you in such conditions, and particularly decline such responsibility.
7.4 Warranty Disclaimer. The Application is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability

8.Limitation of Liability
IN NO EVENT WILL KEY2IR BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KEY2IR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF WAGES OWED BY KEY2IR FOR KEY2IR SERVICE ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.
SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
9.TERMINATION
9.1Termination by Key2ir. Key2ir reserves all the rights to cancel your access to this application/service access if you have not been accepted by Key2ir Engagement in past 12 calendar month or if you in content violation of the agreement.
9.2Survival.  Sections 3 (“Independent Contractor Relationship”), 5 (“Confidentiality”), 6 (“No Conflicts”), 7 (“Representations and Warranties”), 8 (“Limitation of Liability”), 9.2 (“Survival”), and 10 (“General Provisions”) will survive any termination or expiration of this Agreement. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.
10.GENERAL PROVISIONS
10.1Law. This site is created and managed by PARIT Global Services Pvt Ltd, Bangalore, India, as such the laws of India shall apply; courts in Bangalore shall have jurisdiction in respect of all the terms & conditions and disclaimers. Key2ir reserves the right to make changes to the site and the terms, conditions and disclaimers. This Contract or any claim, cause of action or dispute (“Claim”) emerging out of or relevant to this Contract shall be controlled by law of India regardless of your country of origin or where you access Key2ir service, and despite any disputes of law concepts.
10.210.2 Mediation and Dispute Resolution. The Company (“Client”) and Contractor (“Resource”) collectively agree to solve any justifiable conflicts between them specifically through final and binding arbitration instead of processing a court action in court. This arbitration agreement is governed by the Laws of INDIA under BANGALORE jurisdiction court and shall apply to any and all claims coming up out of or with regards to this Agreement, the Resources classification as an independent contractor, Contractor’s provision of services to the Company or its Industries, the wages obtained by Contractor for offering services to the Company or its Industries, the cancellation of this Agreement, and all other factors of the Contractor’s relationship with the Company , past, existing or upcoming, whether coming up under government, state or local legal and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act , state statutes or regulations addressing the same or similar subject matters, and all other union or state legal claims arising out of or relating to Contractor’s relationship or the termination of that relationship with the Company. However, this Contract does not implement to litigation between Contractor and the Company awaiting in the state or Union court as of your Contractor’s receipt of this Contract, nor does this implement to any claim that may not be arbitrated as provided by a lawful, enforceable Executive order.

a.if either party desires to start arbitration, the initiating party must inform the other party in writing via certified mail, return invoice requested, hand delivery within the applicable statute of limitations period. This request of arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Contractor must be delivered to Key2ir at support@key2ir.com
b.Waiver. All waivers must be in writing and signed by the party to be charged. Any waiver or inability to uphold any procurement of this Agreement on one event won't be considered a waiver of whatever other procurement or of such procurement on some other event.
c.By entering into this arbitration contract, Resources agrees and acknowledges that it does not change Resources position as an independent contractor in fact and in law, that Contractor is not an Resources of the company or the company’s Client and that any conflicts in this respect shall be subjected to arbitration as provided in this Contract.
11.Modification to Application.
With or without your notice Key2ir have the right at any time to modify or discontinue, temporarily or permanently, the application or the service (or any part thereof). You agree that, for any modification, suspension or discontinuance of the Application or the services done by you or third party, Key2ir won’t be held responsible for it.

12.Contacting us
If you wish to review/report a breach of the Contractor Contract, have any queries or need support, please contact Resource support at support@key2ir.com