Reel Carpet hereby grants you permission to use the Website, provided that: (i) your use of the Website is solely for your personal use; (ii) you will not copy, distribute or modify any part of the Website without Reel Carpet's prior written authorization; (iii) you will not send unsolicited or unauthorized advertisements, spam, chain letters, etc., (iv) you will not transmit any Content which contains software viruses, or other harmful computer code, files or programs; (v) you will not disrupt servers or networks connected to the Website; and (vi) you comply with these Terms & Conditions. In order to access some features of the Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Reel Carpet immediately of any breach of security or unauthorized use of your account. You will be liable for any use made of your account or password and the losses of Reel Carpet or others due to such unauthorized use. Reel Carpet will not be liable for your losses caused by any unauthorized use of your account. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," and "offline readers," that accesses the Website in a manner that sends more request messages to the Reel Carpet servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Reel Carpet grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Reel Carpet reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names or e-mail addresses, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions (as defined below). Reel Carpet has the right to terminate your access to the Website, in its sole discretion, immediately and with or without cause. Indemnity You agree to defend, indemnify and hold harmless Reel Carpet, its affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Website; (ii) your violation of these Terms & Conditions; (iii) your violation of the terms which apply to your User Submission; (iv) your violation of any third party right, including without limitation any copyright, property, publicity or privacy right; or (v) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms & Conditions and your use of the Website.
SUBCONTRACTOR SERVICE AGREEMENT
This Agreement ("Agreement") effective as of date of Joining Reel Carpet.com,
By and between Reel Carpet.com, ("COMPANY”) and person accepting our terms of service ("CONSULTANT").
WHEREAS, the COMPANY and CONSULTANT desire to enter into this Agreement, whereby CONSULTANT will perform certain services for COMPANY;
In consideration of the mutual covenants hereinafter recited, the parties agree as follows:
1. TERM OF AGREEMENT: The term of this Agreement shall commence as of the date first written above, and shall continue in accordance with the provisions of this Agreement until either party agrees to terminate this Agreement at which time both parties will be discharged from any further obligation. Either party which chooses to terminate this Agreement must notify the other party with a written notice.
However, upon termination of this Agreement, both parties agree that ARTICLE 6 titled “Non-Compete Agreement” shall apply for a period of ONE YEAR following the termination.
2. CONSULTANT IS AN INDEPENDENT CONTRACTOR: CONSULTANT acknowledges that he is acting as an independent contractor, that CONSULTANT is solely responsible for its actions or inactions, and that nothing in this Agreement shall be construed to create an employment relationship between the parties. CONSULTANT is not authorized to enter into contracts or agreements on behalf of COMPANY or to otherwise create obligations of COMPANY to third parties.
CONSULTANT shall be responsible for and shall maintain adequate records of expenses it shall incur in the course of performing services hereunder and shall be solely responsible for and shall file, on a timely basis, tax returns and payments required to be filed with or made to any federal or state or local tax authority with respect to its performance of Services hereunder. Neither federal, nor state nor local income tax of any kind shall be withheld or paid by COMPANY with respect to any amount paid to CONSULTANT pursuant to this Agreement. CONSULTANT agrees that CONSULTANT is responsible for payment of all applicable workers' compensation, disability benefits and unemployment insurance, and for withholding and paying such employment taxes and income withholding taxes as required, with respect to CONSULTANT or any employee of CONSULTANT.
3. SERVICES TO BE PERFORMED: CONSULTANT agrees to perform those services that are consistent with those performed in the normal course of business by an account executive, sales person, web designer, graphic design, videographer and video editor.
4. CONSULTANT’S FEES: CONSULTANT’S fees will be negotiated on a project by project basis and require the approval of both parties.
5. CONSULTANT’S EXPENSES: COMPANY shall not be liable to CONSULTANT for any expenses paid or incurred by CONSULTANT unless prior verbal agreement is given. CONSULTANT shall provide COMPANY with appropriate documentation evidencing all approved expenses.
6. CONFLICTS OF INTEREST: CONSULTANT hereby warrants that there is no conflict of interest (as determined in accordance with applicable industry standards) between CONSULTANT'S other employment, if any, or other CONSULTANT contracts, if any, and the activities to be performed hereunder. CONSULTANT shall advise COMPANY if a conflict of interest arises in the future.
7. NON-COMPETE AGREEMENT: For purposes of this paragraph, any client with which COMPANY has previously provided services or has had a prior business relationship, or a future client which requests the services of COMPANY, will be considered a client of COMPANY, and will be covered by the terms of this Agreement.
CONSULTANT agrees that it will not provide services to; nor enter into any direct business relationship with any of COMPANY’S clients, without first obtaining COMPANY’S permission. CONSULTANT agrees not to offer services outside the scope of this Agreement to any of COMPANY’S clients without COMPANY’S permission.
Upon breach of this Agreement, any and all fees paid by COMPANY’S clients to CONSULTANT will be subject to full recovery by COMPANY.
Both parties agree that this Non-Compete Agreement will apply to all of COMPANY’S clients during the course of this Agreement, and for a period of ONE YEAR following the termination of this Agreement.
COMPANY agrees to supply CONSULTANT with a full and complete list of COMPANY’S current clients upon CONSULTANT’S request. COMPANY will revise this list as new clients request COMPANY’S services. COMPANY will supply this list as Appendix A to this Agreement.
8. CONFIDENTIALITY OF SUBCONTRACTOR SERVICE AGREEMENT: CONSULTANT agrees to maintain the confidentiality of the Agreement from COMPANY’S present and future clients. To protect this confidentiality with COMPANY’S clients, CONSULTANT will call himself an ‘employee’ of COMPANY. CONSULTANT agrees to describe himself as an ‘employee’ of COMPANY, and maintain that COMPANY is his ‘employer.’ CONSULTANT will not call himself a “subcontractor” or disclose his business name to COMPANY’S clients.
9. PRIORITY OF CLIENTS: CONSULTANT agrees that all of COMPANY’S clients will be serviced in a timely manner and will not be given a lesser priority to NON-COMPANY clients. CONSULTANT agrees that clients will be serviced based on the urgency of their problem.
10. COMPLETION OF DUTIES: CONSULTANT shall make any and all arrangements to perform and complete his/her duties hereunder. It is acknowledged that time is of the essence in this regard. CONSULTANT shall perform in accordance with the highest standards of his/her profession and in a professional manner, and shall at all times act in a manner, which upholds the good will of COMPANY.
11. PERFORMANCE BY CONSULTANT: CONSULTANT acknowledges it has no subcontractors for the purposes of performing services hereunder and that he will not subcontract any service without prior permission from COMPANY. CONSULTANT may not assign this agreement without the advance written permission of COMPANY.
12A. CONFIDENTIALITY OF INFORMATION: CONSULTANT acknowledges that during the course of this Agreement, he will learn of certain proprietary and confidential information of COMPANY or COMPANY’S business contacts. Confidential and proprietary information includes but is not limited to: COMPANY'S customer lists, development of existing or future business models, relationships, plans, products and services marketed or planned to be marketed by COMPANY (hereinafter "Confidential Information"). Confidential Information shall also include data relating to general business operations such as but not limited to, sales, costs, profits, organizations, promotions, leads, COMPANY’S ideas and methods and pricing structures. Except as required by law or as necessary disclosures to its attorneys and or tax advisors CONSULTANT shall treat as Confidential Information any and all payment amounts under this Agreement. CONSULTANT shall not disclose Confidential Information directly or indirectly to any person or entity and shall immediately inform COMPANY should CONSULTANT learn of any disclosure of Confidential Information.
12B. Use of Netricks’ Content Management System: During the course of CONSULTANT’S work with Netricks, which COMPANY is a reseller for, CONSULTANT will be given access to Netricks’ Content Management System ( “ CMS “ ). It is EXPRESSLY agreed between all parties that the CMS is the sole property of Netricks and nothing in the normal course of business will infer a license or permission for any party to copy, publish or implement the CMS or its underlying software code without the written permission of Netricks.
CONSULTANT agrees that he will not use, publish, copy, or implement the CMS in any present or future project without the written permission of Netricks.
CONSULTANT agrees not to publish, disclose, or share the CMS or its underlying code to any 3rd party without the written permission of Netricks.
All parties EXPRESSLY agree that the restrictions created under this paragraph 12B of this Agreement shall apply to all signed parties for a five (5) year period following any decision of the parties to terminate this Agreement.
Any breach of paragraph 12B shall be considered a material breach of this Agreement and shall entitle Netricks to full recovery for the use of its CMS without permission.
13. USE OF CONFIDENTIAL INFORMATION: CONSULTANT shall not use directly or indirectly Confidential Information for its own use or for the use of any other person or entity except as specifically authorized by COMPANY for use on COMPANY’S behalf.
14. RETURN OF PROPERTY: Upon termination or completion of the terms of this Agreement, the CONSULTANT shall immediately return COMPANY’S property and equipment including but not limited to records, tapes, logos, photoshop files, compact discs, laser discs, drawings, plans, contracts, props, equipment, tools or devices, manuals, sales leads or any other documents pertaining to or belong to COMPANY or COMPANY’S customers.
15. INDEMNITY OF COMPANY: CONSULTANT shall hold COMPANY harmless and indemnify and defend COMPANY against any and all claims, demands, lawsuits, damages, acts, costs of whatever nature which may be brought against or chargeable to CONSULTANT with the exception of those circumstances wherein COMPANY is contributory negligent.
16. MODIFICATION OF AGREEMENT: This Agreement may only be modified or amended by a writing signed by both parties only and such writing must specifically reference that such is a modification and/or amendment of this Agreement.
17. SUPREMACY OF AGREEMENT: This Agreement and Appendix A constitutes the entire agreement between COMPANY and CONSULTANT with regard to the subject matter contained herein. This Agreement supersedes all prior agreements and representations.
18. WORK MADE FOR HIRE: In relation to the performance of this Agreement CONSULTANT may create certain works for COMPANY that may be copyrighted or copyrightable under the laws of the United States. To the extent that any such works are created, CONSULTANT will be considered to have created a "Work Made for Hire" as defined in 17 U.S.C. Section 101, and COMPANY shall have the sole right to the copyright. In the event that any such work created by CONSULTANT does not qualify as a Work Made for Hire, CONSULTANT hereby assigns its copyright and all rights, throughout the world, in and to the work to COMPANY.
However, CONSULTANT may opt out of this provision by 1) giving COMPANY notice before beginning such a work, and 2) obtaining COMPANY’S permission to opt out of this provision.
19. The parties agree that should either party have to institute legal action against the other as a result of a breach of this Agreement, then in addition to all other remedies provided by law, the prevailing party shall be entitled to recover damages as well as reasonable attorney’s fees, costs, and injunctive relief.
20. This Agreement, its terms and provisions shall be interpreted in the accordance with the laws of the State of California. The parties agree to subject themselves to any court of competence jurisdiction in Fresno County, California.
21. The parties each acknowledge that they have carefully read this Agreement, fully understand its contents, and are aware that this is a legally binding Agreement.
22. The parties hereby represent and warrant that the persons executing this Agreement on its respective behalves, has its authority to bind them to this Agreement.