SERVICE PROVIDERS AGREEMENT
WHEREAS, The Contractor is in the business of providing various services to third party members and non-members, some of which are services provided by Service Provider WHEREAS, The Service Provider desires to be made aware of sales opportunities for the Products and Services offered by Contractor NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1 - Appointment
1.1 Subject to the terms and conditions of this Agreement, including all Attachments, Contractor hereby accepts the Service Provider for membership and shall act as an Authorized Lead Originator for the Service Provider. As an Authorized Lead Originator, Contractor shall forward requests for Service Provider services under the category selected by the Service Provider.
1.2 If Service Provider desires to use the Contractor designation of Executive Errands in any printed material or other advertisement media, Service Provider shall first submit such material or media to the Contractor for approval of design, color, content and other details. Service Provider shall make no use of any such material or media prior to receiving Contractor's written approval thereof.
Section 2 – Opportunity Registration
2.1 All relevant Sales Opportunity Leads will be submitted by email, from the Contractor to the designated Service Provider and shall contain detailed information regarding the opportunity including, but not limited to, lead name and address, type of work involved (services required), Contractor Membership status (for discount visibility) and requested timing.
2.2 Nothing in this Agreement shall be construed as a guarantee that any Sales Opportunity Leads will ultimately turn into a business opportunity for Service Provider. Contractor shall neither validate the Sales Opportunity Lead to ensure its originality nor determine whether it is a valid opportunity to pursue. Service Provider shall decide, in its sole discretion, whether to pursue the Sales Opportunity
2.3 Contractor shall limit to 5 or less per Geographic Area the number of like Service Providers receiving the same Sales Opportunity Lead. Geographic Areas are as defined in Attachment "A".
2.4 Contractor shall provide a means for the Service Provider to control the number of leads generated. The method is as described in Attachment "A".
2.5 The terms of this Agreement shall apply to all Sales Opportunity Leads submitted prior to termination of this Agreement.
2.6 This Agreement may be terminated by either party, with or without cause, upon 30 days prior written notice
Section 3 - Payment to Contractor
3.1 Service Provider shall pay a yearly membership fee and a "per referral" fee. The yearly membership fee cost depends upon the plan selected by the Service Provider. The "per referral" fee shall be as defined by the membership plan selected.
3.2 Service Provider shall maintain a valid Credit Card Authorization on file with Contractor. Failure to maintain a valid credit card authorization shall be grounds for immediate termination of the Agreement. Payment of referral fees will be automated and taken directly from the credit card on file upon the Contractor making the referral.
3.3 There are no refunds or credits available for either the Membership Fee or the referral fee. The Service Provider's failure to pursue or secure the Sales Opportunity does not constitute a failure to deliver on the part of the Contractor.
Section 4 - Terms and Termination
4.1 This Membership & Service Agreement shall remain in effect for 12 months from the Effective Date unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew at the end of the 12 month period, provided it has not been otherwise terminated in accordance with this Agreement.
4.2 This Agreement may be terminated by either party, with or without cause, upon 30 days prior written notice.
4.3 In addition to any other rights or remedies which may be available by law or in equity, either party may immediately terminate this Agreement, in accordance with the notice provisions of this Agreement, in the event of a material breech of this Agreement by the other party.
Section 5 - Representations and Warranties
5.1 Contractor provides no representations or warranties to Service Provider except that all Sales Opportunity Leads when made are automated and coming from the Contractor website and as such Contractor cannot guarantee them to be, when made, true, complete or correct.
5.2 Service Provider acknowledges that Sales Opportunity Leads may contain confidential or sensitive information and as such, Service Provider hereby agrees that it shall use keep confidential any and all information it receives from Contractor relating to or belonging to any third party.
5.3 In the event of any breach of a foregoing representation and warranty, Contractor may, in addition to any other remedies it may have in law or in equity, immediately terminate this Agreement.
5.4 Contractor makes no representation or warranty and Service Provider acknowledges that Contractor has made no guarantee or representation, other than those contained herein, regarding the number of sales opportunity leads or the likelihood of Service Provider getting business from any sales opportunity leads.
Section 6 - Indemnity
6.1 Both parties agree to indemnify, defend and hold the other party harmless from any and all damages, liabilities, costs and expenses, including but not limited to attorney fees, incurred a party as a result of any claim, judgment, or adjudication against them by any third party resulting from the other parties negligence, gross negligence, fraud or intentional conduct, including without limitation any representation or warranty made by them herein. In the event either party receives notice of such claim, they will promptly notify the other party in writing. Each party will have the right to have sole control of their own defense of any and all claims, actions, negotiations and settlements.
Section 7 - Warranty Disclaimer
7.1 Except for any warranties expressly made herein, Service Provider has received no additional warranties or conditions, express, implied, statutory or otherwise.
Section 8 - Miscellaneous
8.1 The relationship between the parties to this Agreement is that of independent contractors only. Nothing in this Agreement shall be construed to (1) give either party the power to direct or control the day-to-day activities of the other, (2) constitute either party the agent of the other, (3) constitute the parties as employer and employee, partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (4) allow Service Provider to create any obligation on behalf of Contractor for any purpose whatsoever.
8.2 Service Provider acknowledges that it is an independent contractor and independent IRS entity, that it has other business relationships; that Contractor is not Service Provider's sole source of income or business; that Service Provider has control over the means and manner of performing its duties and is responsible for the results of such duties; that Service Provider considers itself to be in business for itself and that Service Provider is not required to work exclusively for Contractor.
8.3 Service Provider has and shall maintain his/her own Federal Identification number (EIN number), business licenses and/or social security number.
8.4 Service Provider acknowledges it has employees or its own Service Providers for the purposes of performing Services hereunder. Service Provider is solely responsible for taxes and payments for licenses, fees, and training and without limitation any other expenses that may or may not be required by State and Federal law. Service Provider shall obtain and maintain adequate insurance coverage including but not limited to general liability and professional coverage, in such amounts as are standard in the profession and shall name Contractor as an additional insured under said policy. Service Provider shall further insure that the policies of insurance shall require thirty (30) days written notice prior to its cancellation or termination.
8.5 This Agreement, including any applicable Attachments, Exhibits and Schedules hereto, constitutes the entire Agreement between the parties hereto and relating to the subject matter hereof.
8.6 This Agreement and the legal relations between the parties hereto, shall be governed by and interpreted in accordance with the laws of the State of California without regard to that State's choice of laws. The Federal and State courts of the State of California, specifically Riverside County, shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Originator hereby expressly consents to (1) the personal jurisdiction of the courts of California and (2) service of process being effected upon it by registered mail sent to the address set forth at the beginning of this Agreement.
8.7 If any portion or portions of this Agreement becomes void, unenforceable or contrary to public policy by reason of violation of any State, Federal or other law, statute, regulation or order, then any such provision shall be of no legal effect. All remaining provisions contained herein shall remain in full force and effect. The parties agree to re-negotiate in good faith any term held invalid and to be bound by the agreed substitute provision(s).
8.8 All Attachments, Exhibits and Schedules, if any, referred to in this Agreement are attached hereto and incorporated by reference in the places where references are made.
8.9 This Agreement may be executed in two or more originals; however, together all originals shall constitute one agreement.
8.10 The Section and Exhibit headings used in this Agreement are for convenience only and are not to be construed or considered in interpreting this Agreement.
8.11 Service Provider's right and obligations under this Agreement may not be transferred or assigned, directly or indirectly.
8.12 This Agreement supersedes any prior agreements, negotiations and communications, oral or written, including any letter of intent or letter of understanding previously executed by such parties, if any, and contains the entire agreement by Contractor and Service Provider as to the subject matter hereof. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party shall be of any effect unless in writing and executed by the party to be bound thereby.
Conditions of Membership
1. Service Provider shall perform in accordance with the highest standards of its profession and in a professional manner, and shall at all times act in a manner which upholds the good will of Contractor.
2. Geographic Areas are defined as each legal city in the Coachella Valley, including but not limited to Palm Springs, Cathedral City, Rancho Mirage, Palm Desert, Indian Wells, Bermuda Dunes, La Quinta, Indio
3. Membership fees are $275, $375 or $675 per year. The Membership Fees shall be subject to change upon written notification to Service Provider.
4. Referral Fees are $30/lead, $10/lead, $0/lead respectively -The Referral Fees shall be subject to change upon written notification to Service Provider.
5. Service Provider may negotiate their own, non-discounted rates for Contractor Non-Member referrals.
6. "Leads" are defined as an e-mail request for Products or Services.
7. All leads are generated by the Contractor website. The email referral triggers the automatic charge of the Service Provider credit card. If the credit card authorization fails, the lead will be redirected to the Contractor for appropriate action.
8. Each potential Sales Lead Opportunity is expected to provide a 48 hr window for response, quotation or service needs but the service requestor may opt to establish urgency by defining a priority for their request. These priorities are established as within:
a. 48 hours, b. 24 hrs, c. same day
9. Service Providers may limit their number of referrals in order to support time or budgetary constraints. Contractor shall provide a virtual calendar on the website under the Service Provider Member login area. Here the Service Provider may indicate 'non-working' days. Days deemed 'non-working' shall be ineligible for referrals. This calendar shall automatically reset to 'all working days' on the first day of the next month.
10. Contractor shall actively seek feedback from their Customers. Any Service Provider receiving objectively substantiated negative feedback may be subject to probation. Repeated negative feedback may result in termination of membership that shall be in the sole and absolute discretion of Contractor.
11. Service Providers may be subject to background or random on site visits to verify their ongoing suitability for Contractor Membership. In the event Service provider is not considered suitable by Contractor in its sole and absolute discretion, the Contractor shall have the absolute right to terminate this Agreement immediately.