Updated: May 4, 2020

This Services Agreement (“Services Agreement”) is a binding legal agreement between and among Customer, Wonoloer, Frontline Work Inc. (“Frontline”) and Payroll Company that Frontline chooses as the employer of record (as described below). By using Frontline Payroll Services (“Frontline Payroll Services”) provided by the Wonolo Services Application (“Application”), you signify that you have read, understand, accept and agree to be bound by this Services Agreement.

This Services Agreement includes and incorporates by this reference the agreements and policies (collectively the “Terms of Service”) relating to the Application. Frontline reserves the right to revise this Services Agreement and the Terms of Service and all information linked to them from time to time in its sole discretion. Frontline may make such revisions without prior notice: check back often for updates. Unless otherwise provided in such revision, the Services Agreement or Terms of Service, or any revised part of them, will take effect when and as posted.

A.Employment Relationship And Employer Of Record

Upon accepting a Wonolo Request or an Open Request that is classified as Payroll with Customer through the Application (each a “Payrolled Wonolo Engagement”), Wonoloer agrees and understands that Frontline will choose the payroll service company (the “Payroll Company”) to be the employer of record, meaning the Wonoloer will be an employee of Payroll Company (a “Payroll Employee”) solely for Payrolled Wonolo Engagements. All other Wonolo Engagements will be on an independent contractor basis, as outlined in the Terms of Service. Frontline will instruct Payroll Company to assign Wonoloer to work for Customer, and Customer is responsible for supervising Wonoloer.

Except as otherwise stated in this Services Agreement, Payroll Company is responsible for managing payroll, taxes, government documents, benefits (if applicable) and insurance. Customer is responsible for the supervision, direction and control of the day-to-day activities of each Wonoloer assigned to Customer. Wonoloer is responsible for performing the agreed-upon work for Customer.

B. Hiring Representations, Disclaimers And Limitations

Customer acknowledges and agrees that Customer has selected a Wonoloer to become a Payroll Employee based upon Customer’s determination that the Wonoloer accepted a Wonolo Request or an Open Request. Neither Frontline nor the Payroll Company makes any representations or warranties as to the skills, experience, background or education of any Wonoloer.

Wonoloer acknowledges that Wonoloer has agreed to become a Payroll Employee servicing Customer based on Wonoloer’s own determination that Customer offers work acceptable and appropriate for Wonoloer on terms that are acceptable to Wonoloer. Wonoloer agrees to complete such documents as Frontline and/or Payroll Company may legally and reasonably require to complete the employer/employee relationship, including without limitation applicable tax forms and the I-9 requirements of the Immigration and Reform and Control Act of 1986 (collectively, the “Employment Paperwork”). Wonoloer understands and agrees that Wonoloer will not become an employee of Payroll Company or be entitled to work for Customer or receive payment from Payroll Company until all Employment Paperwork has been completed and returned to Payroll Company, and Payroll Company has accepted Wonoloer as an employee.

Customer will continue to issue Open or Wonolo Requests and pay for Wonoloer through the Application. Frontline assumes no responsibility for and shall exert no control over the projects and work assigned to Wonoloer, nor has Frontline had any role in Customer’s decision to engage Wonoloer via Payroll Services. Frontline shall not direct the work of or supervise (to any degree, directly or indirectly) Wonoloer, nor shall Frontline determine any terms and conditions of Wonoloer’s employment relationship with Payroll Company or Customer (including but not limited to rate of pay, performance evaluation, discipline and/or termination). Frontline merely provides the platform for Customer to request Wonoloer to accept certain work assignments, and separately facilitates the relationship between Customer and the Payroll Company that will handle the administration of payroll and other legal obligations of Customer with regard to Wonoloer. These facts, alone or in combination, do not make Frontline an employer of Wonoloer or a co-employer/joint employer with Customer and/or the Payroll Company. Wonoloer acknowledges and agrees that he/she is not an employee, consultant, or independent contractor of Frontline, and that he/she will not be providing any services to Frontline (directly or indirectly) while employed by Payroll Company.

Wonoloer shall be solely responsible for the professional performance of Wonoloer’s work. Wonoloer shall be solely liable for its acts, omissions and negligence.

C. Payroll Services

The following are the services provided by the Payroll Company for Payroll Employees assigned to Customer: (i) calculation and payment of wages (including overtime wages) based upon submitted timesheets; (ii) collection, payment and reporting of all federal, state and local taxes on such wages; (iii) administration and management of unemployment claims; (iv) administration and collection of wages associated with wage garnishments; (v) workers’ compensation coverage. In addition, the Payroll Company shall provide and bear sole responsibility for any health or disability insurance, retirement benefits or other welfare or pension benefits (if any) to which such personnel may be entitled based on eligibility.

D. Control Of Workplace

Customer and Wonoloer acknowledge and agree that the neither Frontline nor the Payroll Company will control the workplace in which a Payroll Employee will perform services for a Customer.

E. Payroll Employee Supervision And Limitations On Scope Of Employment

At all times, the Customer will maintain the exclusive supervision, direction and control of the day-to-day activities of each Payroll Employee. The Customer shall be responsible for the implementation and enforcement of any and all workplace laws, rules, regulations and for any procedures that exist for the purpose of preventing the misappropriation, theft or embezzlement of the Customer’s property, including without limitation intellectual property.

Customer acknowledges and agrees that Payroll Employees are not employees or consultants of Frontline and that Frontline maintains no control over any Wonolo Engagement, supervision of Wonoloers, payroll practices or other terms and conditions of the working relationship described herein. Customer further acknowledges and agrees that Payroll Employees are employees of the Payroll Company for purposes of payroll processing and, in some cases, the provision of certain statutorily required employee benefits, but that the Payroll Company maintains no control over the work assignments, supervision, or other terms and conditions of the working relationship except as described in this Services Agreement.

F. Compliance With Laws, Rules And Regulations

Customer shall comply with all state, federal and local laws, rules and regulations that govern or relate to its business, workplace, employees (including without limitation Payroll Employees), safety and government contracting. Customer shall comply with all reasonable directives regarding health and safety from the Payroll Company’s workers’ compensation carrier or any government agency. Customer is required to accept and adhere to the Payroll Company’s determination regarding each Payroll Employee’s exempt or non-exempt status for purposes of state and federal overtime laws.

Wonoloer agrees and understands that Wonoloer shall not work over 8 hours in a day or 29 hours in a week without express written approval by Customer, Frontline, and Payroll Company.

Notwithstanding the fact that the Payroll Company reserves the right to make determinations regarding the overtime exemption status of each Payroll Employee, Customer is ultimately and solely responsible for the amount of any wages that are due but unpaid to each of its Payroll Employees, including without limitation any wages, back wages, and liquidated damages determined to be due and owing in connection with any action challenging the overtime exemption status of any Payroll Employee.

G. Equal Employment Opportunity, Workplace Laws

Payroll Company selected by Frontline to provide Payroll Services is an equal opportunity employer and does not discriminate against any candidate, applicant, employee, independent contractor or Payroll Employee on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of a job, or any other basis prohibited by federal, state or local law. Customer and Payroll Employee shall comply with all federal, state, and local laws that prohibit unlawful discrimination or harassment.

H. Policy Against Sexual Harassment And Other Illegal Harassment

Payroll Company, Customer and Frontline prohibit sexual and other illegal workplace harassment. Customer shall train its Payroll Employees about their rights and responsibilities pursuant to applicable law pertaining to non-harassment or other illegal workplace harassment. Customer will be informed if any special training requirements legally pertain to a Payroll Employee by virtue of that person being employed by Payroll Company. Payroll Company and Customer will provide all Payroll Employees with written information detailing their rights and responsibilities under Customer’s and Payroll Company’s policies against sexual harassment and other illegal workplace harassment. Customer shall inform Payroll Company immediately of any complaint of illegal harassment by or against a Payroll Employee and shall undertake and complete a prompt and thorough investigation of any such complaint. Upon notification, Payroll Company may assist Customer with the investigation of sexual harassment complaints made by or against Payroll Employees, but the costs associated with such investigation shall be borne by Customer.

If Wonoloer believes that he/she has not been provided equal opportunity in any manner, or if Wonoloer becomes aware of discrimination or harassment, Wonoloer should immediately report that conduct to Frontline at or 302-703-7668.

I. Required Notifications

The Customer will send all written notices and payroll communications to Frontline in accordance with the requirements of the Terms of Service.

Wonoloer must inform Customer of any work-related injury in connection with services performed for Customer. Customer will provide Frontline with written notice within three (3) days of its own receipt of any notice of a work-related accident or injury, and within three (3) days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens and other forms of legal process affecting the payment of wages to a Payroll Employee.

J. Disclaimers

Notwithstanding anything to the contrary, Customer and Wonoloer acknowledge and agree that:

  1.  Frontline, via the Application, is solely an online venue for buyers and sellers of services and, as such, shall not be responsible for any breach or failure to perform of the Payroll Company or any other action or inaction of the Payroll Company or any Customer or any Wonoloer; and
  2.  Payroll Company shall not be responsible for any breach or failure to perform of Frontline or any Customer or any other action or inaction of Frontline or any Customer or any Wonoloer.

K. Change Of Payroll Company

Frontline may designate a new third party payroll company (“New Company”), at any time in Frontline’s sole discretion, to perform Frontline Payroll Services. Upon such designation, or at any other time as directed by Frontline, Customer shall: (i) cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of the Frontline Payroll Services; or if directed by Frontline (ii) immediately assume all federal, state and local obligations of an employer to the Payroll Employees and immediately assume full responsibility for providing payroll services and workers’ compensation coverage until such time as a New Company takes over such duties from The Payroll Company. If directed by Frontline, Customer shall inform Payroll Employees that they are no longer covered by the Payroll Company for Frontline Payroll Services, workers’ compensation and/or health care policies.

L. General Provisions

Governing Law and Venue. The Services Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State as set forth in the Arbitration provision above, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer and Wonoloer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts or the county in which Customer’s principal place of business is located solely in the event of any lawsuit filed there against Wonoloer by Customer or by Frontline arising from or related to Frontline Payroll Services and/or this Services Agreement.

Severability. If any provision of the Services Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Services Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

No Assignment. The Services Agreement, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Services Agreement will be binding upon assignees. Notwithstanding the foregoing, Customer may, without the consent of Wonoloer, assign any rights and obligations under the Payroll.

Waiver. Any waiver or failure to enforce any provision of the Services Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Execution and Delivery; Binding Effect. The parties will evidence execution and delivery of the Services Agreement with the intention of becoming legally bound, by using Frontline Payroll Services provided by the Application.