Independent provider terms

Version 2026-10-23-provider-v7 · Operational draft pending qualified counsel review.

Effective October 23, 2026

Parties and electronic acceptance

This Provider Services Agreement is between G.B. Industry LLC d/b/a Zinvyl (“Zinvyl”) and the independent professional, sole proprietor, entity, team, or business-owned agent identified in the accepted provider profile (“Provider”). The person accepting confirms personal capacity or authority to bind Provider. Zinvyl records the signed-in account, provider profile, legal-payee-name snapshot, signer name, agreement version, and acceptance time. An application, invitation, operating-model attestation, or Stripe onboarding session alone is not acceptance.

Independent business relationship

Provider performs as an independent business and not as a Zinvyl employee, worker, partner, franchisee, joint venturer, or representative. Provider controls its personnel, tools, place, time, and manner of performance, subject to the assignment's required outcome, deadline, security boundary, law, and acceptance criteria. Provider has no authority to bind Zinvyl or a buyer, incur obligations for them, or make promises outside an accepted assignment. No exclusivity, minimum volume, benefits, wages, expense reimbursement, or continuing engagement is promised. Contract language does not override the facts or applicable law, and either party must raise any classification concern before work begins.

Eligibility, classification review, identity, and credentials

Provider must conduct a lawful independent trade or business, maintain accurate country, legal-payee, tax-residence, ownership, authority, and contact information, provide applicable licenses and insurance, and submit truthful capability evidence. A provider in any valid country may apply, but application or publication of this Agreement does not activate that country, authorize an assignment, permit protected-data transfer, or establish a payout route. Each activation is limited to the recorded country, category, operating model, service-risk lane, sanctions and export result, privacy-transfer basis, tax disposition, and approved payment and payout rails. Provider must use the verified work-email account or an expressly issued scoped agent credential and may not misstate location, ownership, control, personnel, tax residence, or the real manner in which work is performed. Zinvyl separately reviews the actual operating model and approves only a standard or enhanced service-risk lane; incorporation, a tax identifier, a checkbox, or this Agreement does not determine worker classification. Where available for the provider country and transaction, Stripe Connect Express hosts individual or entity identity, representative or controller, tax, address, contact, and payout-bank collection appropriate to the provider type. An unsupported country requires a separately approved payout rail or remains unavailable. Provider agrees to the applicable payment provider agreements and privacy notice. Zinvyl ordinarily stores only processor account identifiers and bounded readiness states, not full bank credentials or identity-document images. Processor status does not replace Zinvyl's classification, qualification, security, authority, agreement, tax, sanctions, export, assignment, acceptance, or manual-release checks.

Opportunities, proposals, and assignments

Provider may receive private invitations and may propose on eligible public listings. Access is revocable and does not promise work. Funded opportunities normally remain open for seven calendar days, subject to the stated delivery deadline. A proposal must state the gross price, delivery period, assumptions, exclusions, personnel or agent model, material subcontracting, background materials, third-party components, and how each acceptance criterion will be evidenced. A selected proposal expires unless Provider accepts the exact scope within 48 hours. The delivery period begins only on that acceptance. No work is authorized before then. Each accepted assignment, this Agreement, the marketplace Terms, Privacy Policy, Acceptable Use Policy, and any signed NDA or security addendum form the contract stack; the assignment controls for its specific scope and economics.

Fees and payment

Under fee schedule 2026-10-23-marketplace-v4, Zinvyl deducts 10% from a public-marketplace provider proposal, with a $5 minimum and no maximum, or 5% from a private invitation or buyer-sourced proposal, with a $2.50 minimum and no maximum. Zinvyl adds a 3% buyer assurance fee with no maximum. The proposal and assignment snapshot the sourcing lane, gross provider amount, platform fee, provider net, buyer assurance fee, buyer total, and fee version before commitment. Zinvyl does not charge an application, invitation, or bid fee. Provider is paid only after verified funding, assignment completion, criterion-level evidence review, a validation pass, Stripe and tax readiness, absence of an applicable refund or dispute hold, and manual release. Payout timing is not guaranteed while a control, processor, dispute, sanction, legal, tax, or security hold remains.

Taxes, records, and reversals

Provider is responsible for its business expenses, taxes, registrations, information supplied for tax reporting, and amounts imposed on Provider, except taxes imposed on Zinvyl's own income. Provider will promptly supply accurate tax documentation through the approved channel and update it when circumstances change. Zinvyl may withhold or report where required by law. If a buyer payment is refunded, disputed, reversed, fraudulent, or incorrectly released, Zinvyl may hold an unreleased payout, request a Stripe transfer reversal, offset a later amount where lawful and disclosed, or establish a provider receivable after giving an itemized record. Live payouts remain disabled until Zinvyl approves and verifies its tax-reporting model.

Performance and acceptance

Provider will perform professionally, lawfully, securely, and within the assignment. Delivery must map every written criterion to a pass-or-fail assertion, inspectable evidence, and explanatory notes. Buyer review is due within 14 calendar days after each submitted delivery. Silence, use, download, or elapsed time is not acceptance and cannot release payout; an unresolved review becomes an operational exception or dispute hold. A Zinvyl validation pass means the submitted delivery and cited evidence satisfied the observable contractual checks; it does not prove every underlying statement, eliminate hidden defects, guarantee a business result, or replace buyer review or licensed professional judgment. Missing, contradictory, inaccessible, or untestable evidence cannot pass. Provider will correct a scope-conforming deficiency within the assignment's revision terms.

Personnel, agents, and subcontracting

Provider remains accountable for every person, subcontractor, and software agent it uses. Provider may not transfer an assignment, expose buyer materials, or use a subcontractor for confidential or regulated work without Zinvyl's prior written approval. Approved participants must be bound to confidentiality, security, intellectual-property, and data restrictions at least as protective as this contract stack. Provider may not represent automated output as licensed professional advice or fabricate human review, credentials, tests, citations, or evidence.

No malicious intent, code, or concealed behavior

Provider must not create, introduce, deliver, retain, or assist malware, ransomware, spyware, credential theft, phishing, destructive or self-propagating routines, backdoors, logic bombs, time bombs, unauthorized cryptomining, covert remote access, hidden accounts, undocumented privilege escalation, security-control bypasses, unauthorized scanning or exploitation, data exfiltration, deceptive interfaces, concealed tracking or telemetry, or any code, instruction, configuration, dependency, model, dataset, or artifact intended or reasonably likely to harm a person, system, data, property, or third party. Provider must not use buyer access for any purpose outside the written assignment. A security-testing assignment requires the system owner's written authorization, named assets, permitted techniques, test window, stop conditions, and reporting route.

Provider must disclose known material vulnerabilities, unsafe defaults, security limitations, external calls, persistent processes, network listeners, administrative privileges, data collection, and other behavior a reasonable buyer would need to deploy or evaluate the delivery safely. Provider must preserve source and dependency provenance, use reviewable change history where applicable, and provide a dependency inventory, software bill of materials, build instructions, integrity evidence, or security test evidence when the assignment requires it. Zinvyl's review reduces risk but does not guarantee that code is vulnerability-free or safe for an unstated environment.

Confidentiality, trade secrets, data, and security

Provider will use buyer and Zinvyl information only for the accepted assignment, apply least privilege and at least reasonable care, keep credentials and protected material out of public listings, general email, deliverables, and model prompts not expressly approved for that material, report suspected incidents promptly, and return or delete information as instructed, subject to documented lawful retention. Provider may disclose protected material only to participants Zinvyl approved in writing who need it for the permitted purpose and are bound by confidentiality, security, and restricted-use duties at least as protective. Provider may not use protected material to train a general-purpose model, build an unrelated product, solicit another party, create a residual-knowledge license, reverse engineer outside the written scope, or gain a competitive advantage.

Public intake and proposal channels accept sanitized information only. Before any confidential information or claimed trade-secret substance moves, the assignment must identify its category without revealing the substance, owner, permitted purpose, approved recipients, systems and service providers, geographic and export boundary, and retention or deletion rule. The parties must execute the project NDA and any required data-processing or security addendum, and Zinvyl must approve the secure transfer method. A label does not by itself create trade-secret status; the owner must maintain reasonable measures to preserve secrecy and disclose only the minimum necessary information. Trade-secret duties continue while the information qualifies and its owner maintains those measures. A signed assignment, NDA, data-processing addendum, or security addendum controls where it expressly conflicts with this general clause.

Protected reporting under federal trade-secret law

Nothing in this Agreement prohibits or creates liability for a disclosure protected by 18 U.S.C. § 1833(b), including a confidential disclosure of a trade secret to a federal, state, or local government official or to an attorney solely to report or investigate a suspected legal violation, or a disclosure in a complaint or other document filed under seal. An individual bringing an anti-retaliation claim may disclose trade-secret information to that individual's attorney and use it in the proceeding when filings containing the trade secret are made under seal and disclosure occurs only as permitted by court order. This notice applies to each individual performing work as a contractor or consultant and does not authorize unlawful access to information.

Ownership, license limitations, and provenance

After full buyer payment and provider payout eligibility, Provider assigns to Zinvyl the customer-specific deliverable rights necessary for Zinvyl to provide the deliverable to the buyer under the marketplace Terms. Provider retains only background materials identified in writing before assignment and grants Zinvyl and the buyer a perpetual, worldwide, transferable, sublicensable license to use, reproduce, modify, distribute, display, perform, maintain, and create derivative works from those embedded materials as necessary to use and support the paid deliverable.

Provider must identify before assignment every material third-party or open-source component, dataset, model, media asset, code generator, background work, license, attribution requirement, source-disclosure obligation, field-of-use restriction, usage limit, recurring fee, patent term, export restriction, and other limitation. Provider may not include material subject to copyleft, source-disclosure, noncommercial, no-derivatives, share-alike, usage-metered, revocable, or incompatible terms unless Zinvyl expressly approves the exact component and obligation in writing. Provider warrants that it has the rights required to make each assignment or license it promises and that it will not knowingly deliver infringing or misappropriated material.

Provider must disclose material AI-assisted or generated content and any known uncertainty about authorship, copyright eligibility, training-data restrictions, provenance, or exclusive ownership. Zinvyl does not promise that an AI-generated element is copyrightable or exclusively ownable. Undisclosed license or ownership limitations are a delivery defect and may block acceptance or payout.

Compliance and marketplace integrity

Provider will comply with applicable law, sanctions and export restrictions, anti-bribery rules, professional licensing, privacy and security duties, and third-party platform terms. Provider will not submit false identity or evidence, manipulate proposals or acceptance, contact a protected buyer using information obtained solely through Zinvyl to evade recorded marketplace obligations, or request payment outside the approved assignment flow. This restriction does not prohibit independently established relationships or competition; it protects funded assignments, confidential information, and disclosed fees tied to Zinvyl-provided opportunities.

Suspension, termination, and survival

Either party may decline future work. Zinvyl may suspend access or terminate for material breach, false identity or evidence, unsafe conduct, noncooperation, payment risk, legal risk, or platform restrictions, with an opportunity to cure when practical. Termination does not erase accrued payment, refund, reversal, confidentiality, security, ownership, tax, audit, dispute, or record obligations. Zinvyl may reassign unfinished work and will account for any scope-conforming work that remains usable, subject to buyer remedies and applicable holds.

Warranties, remedies, and liability

Provider warrants authority to enter this Agreement; material conformity with the accepted assignment; truthful provenance, licensing, security, testing, and evidence disclosures; and that the delivery is not knowingly malicious, infringing, misappropriated, deceptive, or designed for unauthorized access. If Provider discovers a material security, malicious-code, access, provenance, or license defect, it must notify Zinvyl promptly, stop further exposure, preserve relevant evidence, and cooperate in containment, correction, replacement, notice, and recovery. Zinvyl may reject or quarantine the delivery, block payout, require correction or replacement, terminate access, preserve evidence, notify affected parties where appropriate, or pursue other available remedies.

Except for express commitments and to the maximum extent permitted by applicable law, neither party makes other warranties, including implied warranties of merchantability, noninfringement, fitness for a particular purpose, uninterrupted availability, error-free operation, or achievement of an unstated business, financial, legal, regulatory, security, or technical result. This does not eliminate Provider's express conformity, safety, provenance, confidentiality, security, intellectual-property, or correction obligations. Each party's aggregate liability under an assignment is limited to amounts paid or payable for that assignment, except where liability cannot lawfully be limited and for fraud, willful misconduct, malicious code or intentional unauthorized access, confidentiality or data-security breach, infringement or misappropriation, or indemnity obligations. Neither party is liable for indirect or consequential damages to the extent permitted by law.

Binding individual arbitration and jury-trial waiver

Read this section carefully. It changes how disputes are decided. A party must first send a written notice identifying the parties, assignment, facts, claims, requested relief, and a reasonable settlement proposal, then allow authorized representatives 30 calendar days to confer in good faith. Tolling applies during that period to the extent permitted by law. If unresolved, every claim or controversy arising out of or relating to this Agreement, an assignment, payment, classification, confidentiality, privacy, intellectual property, termination, or the parties' relationship must be resolved by final, binding arbitration on an individual basis, except a claim that applicable law makes non-arbitrable.

For a dispute between U.S. businesses, the American Arbitration Association will administer one neutral arbitrator under its then-current Commercial Arbitration Rules. For an approved cross-border business dispute, the International Centre for Dispute Resolution will administer one neutral arbitrator under its then-current International Arbitration Rules. The Federal Arbitration Act governs where it applies; Arizona's Revised Uniform Arbitration Act applies otherwise. The legal seat is Phoenix, Arizona, remote hearings are permitted when the arbitrator allows, and the language is English. The arbitrator may award any individual remedy available in court, must provide a reasoned written award, and may allocate fees and costs only as the agreement, administrator rules, or applicable law permits.

Claims may be brought only in an individual capacity, not as a class, collective, consolidated, coordinated, mass, representative, or private-attorney-general matter. If a final court decision holds a particular waiver unenforceable for a claim or remedy, only that matter proceeds in court after arbitrable matters are completed unless law requires otherwise. Either party may seek temporary or emergency court relief in Maricopa County solely to prevent imminent confidential-information or trade-secret misuse, infringement or misappropriation, malicious code, security compromise, or dissipation of assets needed to satisfy an award. Courts there also have exclusive jurisdiction to compel arbitration and confirm, modify, or vacate an award, subject to non-waivable law. Arizona law governs without regard to conflict-of-law rules. EACH PARTY KNOWINGLY WAIVES A JURY TRIAL FOR EVERY COVERED DISPUTE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Changes and complete record

The accepted version governs existing assignments unless both parties agree otherwise. Later versions apply prospectively after new affirmative acceptance. Electronic records, the accepted assignment, immutable economics, delivery evidence, payout events, and written amendments form the operational record. If a provision is unenforceable, the remainder stays effective; failure to enforce is not a waiver.

Operational issue review — not legal advice. G.B. Industry LLC should have qualified employment, marketplace, payments, privacy, tax, trade-secret, export, and international professionals review the applicable operating model before the first provider activation, protected international data transfer, or live provider payout in each country and service category.

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