This Independent Contractor Agreement ("Agreement") is entered into between Kallova LLC, a Massachusetts limited liability company ("Kallova," "Company," "we," "our," or "us") and the undersigned independent contractor ("Contractor," "you," or "your").
By registering as a Contractor on the Kallova Platform, accepting work opportunities, or electronically signing this Agreement, you acknowledge that you have read, understood, and agree to be bound by its terms.
Article 1 – Purpose
Kallova operates a technology platform that connects homeowners with independent landscaping professionals.
The purpose of this Agreement is to establish the terms under which the Contractor may access and use the Platform to obtain service opportunities.
Nothing in this Agreement guarantees that Kallova will provide any minimum number of customers, projects, revenue, or work opportunities.
The Contractor acknowledges that they have not relied on the future or continued availability of the Platform, any of its features, or any updates in entering into this Agreement, and that Kallova may modify, suspend, or discontinue the Platform or any feature at any time, as further described in Article 18.
Article 2 – Independent Business Status
The Contractor represents and warrants that they operate an independent business and are engaged in providing landscaping or related property maintenance services to the public.
The Contractor acknowledges and agrees that:
- they are not an employee of Kallova;
- they are not entitled to employee wages, overtime, benefits, paid leave, retirement plans, unemployment insurance, workers' compensation benefits through Kallova, or any other employee benefits;
- they control the manner, means, methods, equipment, scheduling, staffing, and performance of their work;
- they may accept or reject any service request offered through the Platform;
- they may perform services for other businesses or clients at any time.
The Contractor further represents and warrants that: (a) the Contractor, and any employee, helper, crew member, or subcontractor the Contractor brings to a Job, is legally authorized to work in the United States and can provide documentation of that authorization on reasonable request; and (b) the Contractor is under no contractual or other obligation that conflicts with, or would prevent the Contractor's performance under, this Agreement.
Nothing contained herein shall create an employment relationship, partnership, agency, franchise, or joint venture between Kallova and the Contractor.
Article 3 – Contractor Responsibilities
The Contractor agrees to:
- perform all work professionally and in accordance with accepted industry standards;
- communicate honestly with homeowners;
- arrive at scheduled appointments on time;
- complete services safely and competently;
- maintain all equipment in safe operating condition;
- comply with all applicable laws and regulations;
- obtain all licenses and permits required for the services provided;
- immediately notify Kallova of any incident involving injury, property damage, or law enforcement.
Article 4 – Compliance With Law
The Contractor represents that they shall comply with all applicable federal, state, and local laws governing their business, including, where applicable:
Massachusetts General Laws Chapter 149, Section 148B (Independent Contractor Classification). The Contractor understands that this Agreement does not determine legal worker classification. The Contractor is solely responsible for operating their business in compliance with applicable law.
Massachusetts Wage Act (M.G.L. c.149, §148). If the Contractor employs workers, the Contractor is solely responsible for the lawful payment of wages and compliance with all wage and hour requirements.
Massachusetts Workers' Compensation Act (M.G.L. c.152). Where required by law, the Contractor shall maintain workers' compensation insurance covering their employees.
Occupational Safety and Health Act (OSHA). The Contractor shall comply with all applicable federal and state workplace safety standards, including proper use of personal protective equipment, safe operation of machinery, chemical handling, and hazard communication requirements.
Anti-Discrimination Laws. The Contractor agrees to comply with all applicable federal and Massachusetts laws prohibiting discrimination, harassment, and retaliation, including but not limited to:
- Title VII of the Civil Rights Act of 1964;
- Americans with Disabilities Act (ADA);
- Age Discrimination in Employment Act (ADEA);
- Massachusetts General Laws Chapter 151B.
Article 5 – Insurance
The Contractor is solely responsible for evaluating, obtaining, and maintaining any insurance coverage appropriate to their business, including any insurance required by applicable law. The Contractor must carry insurance appropriate to the Contractor's business and adequate to cover the liability the Contractor bears under Articles 14 and 15, and is responsible for insuring the Contractor, any crew or helpers, the Contractor's vehicle, and the Contractor's equipment.
Kallova does not verify, guarantee, or make proof of insurance a condition of accessing the Platform, except where such coverage is independently mandated by applicable law (for example, workers' compensation coverage for a Contractor's own employees). Kallova's decision not to collect or verify proof of insurance does not waive the Contractor's obligation to carry it.
The Contractor acknowledges that Kallova's decision not to require proof of insurance does not relieve the Contractor of any insurance obligation imposed by law or by this Agreement, and does not constitute a representation by Kallova that insurance is unnecessary for the Contractor's business. Contractors are strongly encouraged to independently evaluate their insurance needs, including liability exposure arising from equipment use, chemical application, and property damage.
Insurance is the Contractor's responsibility, and so is the underlying liability it would cover. The Contractor is responsible for any loss, damage, or injury caused by the Contractor or by any employee, helper, crew member, or subcontractor the Contractor brings to a Job — whether or not the Contractor carries insurance covering it. Not carrying insurance does not shift any such responsibility to Kallova or to the Homeowner. Property damage is addressed further in Article 14.
Kallova reserves the right, at its discretion and at any time, to begin requiring proof of insurance as a condition of Platform access, with reasonable notice to Contractors.
Article 6 – Licenses, Taxes, and Permits
The Contractor is solely responsible for:
- federal, state, and local tax obligations;
- self-employment taxes;
- payroll taxes;
- business registration;
- obtaining and maintaining any professional licenses;
- municipal permits;
- pesticide or chemical application certifications where required;
- compliance with environmental regulations applicable to landscaping operations.
Article 7 – Customer Relationship
The Contractor understands that homeowners select Contractors based on independent business decisions.
The Contractor is solely responsible for:
- workmanship;
- warranties;
- project completion;
- pricing agreed upon with the homeowner;
- employees and subcontractors;
- customer communications while services are being performed.
Article 8 – Platform Standards
The Contractor agrees to:
- maintain professional conduct;
- communicate respectfully;
- refrain from discrimination or harassment;
- refrain from fraudulent conduct;
- provide truthful information on the Platform;
- maintain accurate licensing and insurance information.
Kallova reserves the right to suspend or terminate any Contractor whose conduct may jeopardize customer safety, violate this Agreement, or harm the reputation of the Platform.
Article 9 – Background Check Authorization and Disclosure
As a condition of registering as a Contractor and gaining access to service opportunities on the Platform, the Contractor authorizes Kallova and its designated third-party consumer reporting agency to obtain one or more background reports, which may include criminal history, sex offender registry status, and other public record information permitted under the Fair Credit Reporting Act ("FCRA") and applicable Massachusetts law.
- A separate, standalone disclosure and authorization form, compliant with 15 U.S.C. § 1681b(b)(2), will be provided to and signed by the Contractor prior to any background report being procured.
- The Contractor understands that Kallova may deny, suspend, or condition Platform access based on the results of a background report.
- If Kallova intends to take adverse action based in whole or in part on a background report, the Contractor will receive a pre-adverse action notice, a copy of the report, and a summary of rights under the FCRA, followed by a reasonable opportunity to dispute the report's accuracy before any final adverse action is taken.
- The Contractor authorizes Kallova to periodically re-run background checks during the term of this Agreement, no more frequently than permitted by applicable law, and agrees to be notified of any such re-check.
- The cost of the initial background check will be deducted from the Contractor's first completed payout on the Platform, as further described in Article 17. No payment or card is required at the time of registration.
This Article does not limit any other rights or obligations the parties may have under the FCRA or applicable state consumer reporting laws.
Article 10 – Confidentiality
The Contractor shall keep confidential all non-public information obtained through the Platform, including customer contact information, addresses, pricing information, and proprietary business information belonging to Kallova.
Such information shall not be disclosed or used except as necessary to perform contracted services.
This obligation does not apply to information that: (a) is or becomes public through no fault of the Contractor; (b) the Contractor lawfully possessed, free of any confidentiality obligation, before receiving it through the Platform; (c) is lawfully obtained from a third party free to disclose it; or (d) the Contractor independently develops without using information obtained through the Platform. Nothing in this Article prevents a disclosure required by law or valid legal process, provided the Contractor gives Kallova reasonable prior notice where lawful to do so. The Contractor's obligations under this Article continue for as long as the information remains non-public and survive termination of this Agreement.
Article 11 – Platform Intellectual Property and Non-Circumvention
The Kallova name, logo, mobile and web applications, matching and dispatch algorithms, pricing tools, and all related software, content, and technology (collectively, the "Platform IP") are the sole property of Kallova or its licensors. Kallova grants the Contractor a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform to obtain and perform Jobs; this Agreement grants the Contractor no other rights and no ownership interest in the Platform IP.
The Contractor shall not, directly or indirectly:
- copy, modify, reverse engineer, decompile, disassemble, or attempt to extract the source code of the Platform, except to the limited extent applicable law expressly permits despite this restriction;
- scrape, harvest, or systematically extract data from the Platform, or access it by automated means or any interface Kallova did not provide;
- sell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Platform, or make it available to any third party;
- use the Platform to build, train, or support a competing product or service;
- use Kallova's trademarks, name, or branding without prior written consent.
Third-party maps, imagery, address, and parcel data made available through the Platform are licensed to Kallova for operating it; the Contractor receives no rights in them and may not extract, copy, or reuse them outside the Platform.
Non-Circumvention. For any homeowner introduced to the Contractor through the Platform, the Contractor agrees not to solicit that homeowner to book, pay for, or arrange future landscaping services outside the Platform for the purpose of avoiding Kallova's service fees, for a period of twelve (12) months following the introduction, except where the homeowner independently and without solicitation initiates an off-Platform relationship.
Article 12 – Data Privacy and Security
Kallova collects certain personal information from the Contractor, including but not limited to name, contact information, Social Security number or Taxpayer Identification Number, banking or payout information, and background check results, in order to operate the Platform, process payments, comply with tax reporting obligations, and conduct screening described in Article 9.
- Kallova will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Contractor personal information, consistent with the Massachusetts Standards for the Protection of Personal Information (201 CMR 17.00) and other applicable data security laws.
- Kallova will not sell the Contractor's personal information to third parties, and will share it only with service providers (such as payment processors and background check vendors) as reasonably necessary to operate the Platform, or as required by law.
- Kallova may create and use aggregated or de-identified information derived from Platform activity — information that does not identify the Contractor or any individual — for any lawful business purpose, including analytics, safety, research, and improving and promoting the Platform, and Kallova retains all rights in such information.
- The Contractor is responsible for keeping login credentials confidential and promptly notifying Kallova of any suspected unauthorized access to their account.
Article 13 – Electronic Signatures and Records
The Contractor consents to execute this Agreement and any related disclosures electronically, and agrees that electronic signatures and records satisfy any legal requirement that such agreements or disclosures be in writing, consistent with the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and the Massachusetts Uniform Electronic Transactions Act. The Contractor may request a paper copy of any electronically signed document by contacting Kallova.
Article 14 – Liability for Property Damage
The Contractor is directly and solely responsible for any damage to a Homeowner's real or personal property — including landscaping, plantings, structures, irrigation systems, hardscaping, fencing, and vehicles — that results from the acts, omissions, negligence, or use of equipment of the Contractor, or of any employee, helper, crew member, or subcontractor the Contractor brings to a Job, while performing services obtained through the Platform.
This liability runs directly between the Contractor and the affected Homeowner, and exists independently of, and in addition to, the Contractor's indemnification obligations to Kallova set forth in Article 15.
Nothing in this Article: (a) creates Contractor liability for damage caused by the Homeowner's own acts or omissions, including a failure to disclose a known hazard as described in Kallova's Homeowner Agreement; (b) shifts liability for damage caused by Kallova's own negligence or willful misconduct onto the Contractor; or (c) waives, limits, or is intended to limit any right, remedy, or protection available to the Contractor, a Homeowner, or Kallova under applicable federal or state law, including consumer protection statutes such as Massachusetts General Laws Chapter 93A. No provision of this Agreement shall be construed to impose liability in a manner prohibited by applicable law.
This Article survives termination of this Agreement.
Article 15 – Indemnification
To the fullest extent permitted by law, the Contractor agrees to defend, indemnify, and hold harmless Kallova, its officers, directors, employees, shareholders, affiliates, successors, and agents from any claims, losses, liabilities, damages, fines, penalties, judgments, costs, or attorneys' fees arising from:
- the Contractor's negligence;
- bodily injury;
- property damage;
- defective workmanship;
- violation of law;
- failure to maintain insurance required by applicable law;
- failure to pay taxes;
- acts or omissions of the Contractor's employees or subcontractors;
- breach of this Agreement.
This obligation survives termination of this Agreement.
Article 16 – Our Commitment to Contractors; Limitation of Liability
Kallova is committed to running a reliable platform that helps independent Contractors find work opportunities and get paid promptly, and we continue to invest in improving the Platform's stability, matching, and support.
At the same time, because the Contractor operates an independent business and controls the day-to-day performance of their work, Kallova is not in a position to bear certain business risks and costs that arise from running that business — including things like lost profits, loss of business opportunities, business interruption, equipment damage, contractor expenses, tax liabilities, disputes with homeowners, and acts of third parties. To the fullest extent permitted by applicable law, these remain the Contractor's responsibility rather than Kallova's.
To the maximum extent permitted by law, Kallova and its officers, directors, employees, affiliates, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, revenue, business, data, or goodwill, arising out of or relating to this Agreement or the Platform, even if Kallova has been advised of the possibility of such damages.
To the maximum extent permitted by law, Kallova's total aggregate liability for all claims arising out of or relating to this Agreement or the Platform will not exceed the greater of (a) US $100 or (b) the total platform fees the Contractor paid to (or that were retained by) Kallova in the twelve (12) months before the event giving rise to the claim.
Nothing herein limits liability where prohibited by law or for Kallova's own gross negligence or willful misconduct.
Article 17 – Payout Deductions, Withholding, and Offset
The Contractor authorizes Kallova to deduct the cost of the background check described in Article 9 from the Contractor's first completed payout on the Platform. If the Contractor's first payout is insufficient to cover the full cost, the remaining balance may be deducted from subsequent payouts until satisfied. Kallova will disclose the exact amount to be deducted prior to the Contractor's first job.
In addition, and to the extent permitted by applicable wage law, Kallova may withhold, delay, or offset a payout — including by offsetting against the Contractor's future payouts — where: (a) the Job is the subject of a good-faith Homeowner complaint or dispute, including a claim of property damage, pending Kallova's investigation; (b) the Contractor owes Kallova an amount under this Agreement, including for damage the Contractor is responsible for under Articles 14 and 15; (c) a payment for the Job is charged back, reversed, or refunded for reasons attributable to the Contractor; or (d) the Contractor marked a Job complete that was not performed. Kallova will notify the Contractor of the reason for any withholding or offset, and will release any amount not applied once the matter is resolved. Withholding is applied before a payout is released to the Contractor; once a payout has been transferred to the Contractor, Kallova may recover or offset the amount against future payouts rather than reverse the completed transfer.
No deduction, withholding, or offset under this Article shall reduce a completed payout below any minimum required by applicable wage law.
Article 18 – Termination
Kallova may suspend or terminate the Contractor's access to the Platform immediately for:
- violation of this Agreement;
- fraud or misrepresentation;
- unsafe work practices;
- repeated customer complaints;
- criminal conduct related to Platform services;
- failure to maintain licenses or insurance required by applicable law;
- conduct that may expose Kallova or its users to unreasonable legal or safety risks.
Termination of Platform access does not affect obligations that accrued before termination.
Article 19 – Dispute Resolution; Binding Arbitration; Class Action Waiver
Informal resolution first. Before starting arbitration or going to court, the party with a dispute must first send a written description of it and the relief sought to Kallova at info@kallova.com (or Kallova will send one to the Contractor's account contact), and both sides will try in good faith to resolve it for sixty (60) days. This is a condition precedent to arbitration, and any filing deadline is paused while the parties confer.
Except as carved out below, the Contractor and Kallova agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Contractor's classification, or the Contractor's use of the Platform shall be resolved by final and binding arbitration on an individual basis, administered by the American Arbitration Association (or another mutually agreed provider) under its rules then in effect, rather than in court. The Federal Arbitration Act governs this Article. The arbitrator — not a court — decides disputes about the scope or enforceability of this Article, except that a court decides the enforceability of the Class Action Waiver.
- Class Action and Jury Waiver. The Contractor and Kallova each agree to bring claims only in their individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding; the arbitrator may not consolidate claims or preside over any representative proceeding. Each party waives any right to a jury trial. Claims for public injunctive relief that cannot be waived under applicable law (for example, California's McGill rule) are severed and decided in court after any arbitrable claims are arbitrated.
- Carve-Outs. Either party may bring an individual claim in small claims court, and either party may seek emergency injunctive relief in court to prevent irreparable harm (for example, misuse of confidential information or the Platform) pending arbitration. Claims that by law cannot be arbitrated are excluded to that extent.
- Costs. For any claim seeking less than US $10,000, Kallova will pay the AAA filing and arbitrator fees that exceed the equivalent court filing fee, unless the arbitrator finds the claim frivolous. Each side otherwise bears its own attorneys' fees, except where a statute provides otherwise.
- Mass Arbitration. If twenty-five (25) or more demands raising common issues are filed with coordinated counsel, the parties agree to a staged, batched process: ten (10) bellwether arbitrations proceed first; the remaining demands are held (and AAA fees deferred) pending their resolution and a good-faith mediated attempt at global resolution, and applicable limitations periods are tolled while a demand is held.
- Opt-Out. The Contractor may opt out of this arbitration provision (and the Class Action Waiver) by giving written notice to Kallova within thirty (30) days of first accepting this Agreement, following the opt-out procedure made available by Kallova at registration. Opting out does not affect any other part of this Agreement.
- Governing Law; Severability; Survival. This Article is governed by the Federal Arbitration Act. If the Class Action Waiver is held unenforceable as to a particular claim, that claim (and only that claim) is severed and proceeds in court while the remaining claims are arbitrated; if any other part of this Article is unenforceable, the rest stays in effect. Kallova will notify the Contractor of material changes to this Article, and a change applies only to disputes that arise after it takes effect. This Article survives termination of this Agreement.
Article 20 – Governing Law
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. Subject to Article 19, any legal proceeding arising under this Agreement shall be brought in a court of competent jurisdiction located within the Commonwealth of Massachusetts, unless applicable law requires otherwise.
Article 21 – Entire Agreement
This Agreement, together with any background check disclosure and authorization form referenced in Article 9, constitutes the entire understanding between Kallova and the Contractor regarding use of the Platform and supersedes all prior oral or written understandings relating to the subject matter herein.
If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect.
Article 22 – Copyright Complaints; Notice and Takedown
Kallova respects intellectual-property rights and expects Platform users to do the same. Kallova may remove or disable access to any content it believes, in its discretion, infringes another person's rights or violates this Agreement, and may suspend or terminate accounts involved in such activity.
Notice of claimed infringement. If you believe content on the Platform infringes a copyright you own or control, send a written notice to Kallova's designated agent that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work you claim is infringed; (c) identification of the material you claim is infringing and information reasonably sufficient to let Kallova locate it; (d) your name, address, telephone number, and email address; (e) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf. This is the notice described in 17 U.S.C. § 512(c)(3).
Designated agent. Notices of claimed infringement should be sent to: Copyright Agent, Kallova LLC, 118 Bogastow Brook Road, Sherborn, MA 01770, info@kallova.com.
Counter-notification. If your content was removed or disabled and you believe that was the result of mistake or misidentification, you may send the designated agent a counter-notice under 17 U.S.C. § 512(g) that includes your signature; identification of the removed material and the location where it appeared; a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; your name, address, and telephone number; and your consent to the jurisdiction of the U.S. District Court for your judicial district (or, if you are outside the United States, any judicial district in which Kallova may be found) and to accept service of process from the party who filed the original notice. Kallova may restore the material within ten (10) to fourteen (14) business days after receiving a compliant counter-notice, unless the original complainant first notifies the designated agent that it has filed a court action seeking to restrain the activity.
Repeat infringers. Kallova will, in appropriate circumstances, terminate the accounts of users who are repeat infringers.
Misrepresentations. Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed or disabled by mistake, may be liable for damages.
Article 23 – Consent to Communications
The Contractor agrees that Kallova and its service providers may contact the Contractor at the phone number(s) and email address(es) the Contractor provides, for purposes relating to this Agreement, the Contractor's account, and Jobs on the Platform.
- Automated calls and texts. The Contractor consents to receive calls and text (SMS) messages from Kallova at the number(s) provided, including messages sent using an automatic telephone dialing system or an artificial or prerecorded voice, for operational and transactional purposes — such as one-time verification codes, account and security alerts, job offers and assignments, scheduling and arrival updates, payment and payout notifications, and dispute or support communications.
- No marketing texts without opt-in. Kallova does not send marketing or promotional text messages. If Kallova later chooses to send them, it will first obtain the Contractor's prior express written consent, which the Contractor may decline or withdraw at any time without affecting service-related messages.
- Frequency, rates, opting out. Message frequency varies and message and data rates may apply. The Contractor may reply STOP to a non-essential message to opt out of that category and HELP for help; opting out of transactional messages needed to operate the account (such as security codes) may limit the Contractor's ability to use the Platform.
- Your numbers. The Contractor represents that any phone number provided belongs to the Contractor and that the Contractor is authorized to receive calls and texts at it, and agrees to promptly update the account, or notify Kallova, if the number changes or is reassigned.
- Sharing with Homeowners. To coordinate and perform a Job, and to resolve a dispute relating to a Job, the Contractor consents to Kallova sharing the Contractor's name and relevant contact information with the Homeowner for that Job, and to receiving communications from that Homeowner.
- Other channels. Kallova may also communicate with the Contractor by email, in-app message, and push notification.
Contractor Acknowledgement
By signing below, the Contractor certifies and acknowledges that:
- they have carefully read and understood this Agreement;
- they are operating an independent business;
- they are responsible for complying with all applicable laws;
- they must carry insurance appropriate to their business (Article 5), and are responsible for obtaining any licenses and permits required by law;
- they understand that Kallova is a technology platform and not their employer;
- they are directly liable to Homeowners for any property damage they cause while performing services, as described in Article 14;
- they authorize the background check described in Article 9 and the related payout deduction described in Article 17;
- they agree to resolve disputes through binding individual arbitration as described in Article 19, unless they timely opt out;
- they consent to electronic signature as described in Article 13;
- they consent to receive calls, text messages, and other communications as described in Article 23;
- they agree to indemnify Kallova as provided in this Agreement.