Independent Contractor Agreement

This agreement is made between MyLoyaltyApps (MLA), a corporation incorporated under the laws of California and the Independent Contractor

WHEREAS, MLA desires to obtain the benefit of the services of the Independent Contractor, and the Independent Contractor desires to render such services on the terms and conditions set forth.

WHEREAS, MLA is in the business of providing Customer Relation Management Software (CRM) to companies to market their business.

WHEREAS, the Independent Contractor agrees to promote the CRM to local companies (Clients), set up the back-office marketing features and sign up clients to the monthly subscription program.

WHEREAS, the parties desire to establish between them an agreement to collaborate in promoting and setting up the CRM in as many businesses as possible.

Terms
The Contractor is as Independent Contractor of MyLoyaltyApps. Nothing contained in this document will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

In its capacity as an independent contractor, Contractor agrees and represents:

Contractor has the right to perform Services for others during the term of this Agreement.

Contractor has the right to hire assistant(s) as subcontractors or to use their own employees to provide the services required under this Agreement.

Neither Contractor, nor the Contractor’s employees or personnel, shall be required to wear any uniforms provided by MLA.

The Services required by this Agreement shall be performed by the Contractor, Contractor’s employees or personnel and MLA will not hire, supervise, or pay assistants to help the Contractor.

Neither the Contractor nor Contractor’s employees or personnel shall be required by MLA to devote full-time to the performance of the Services required by this Agreement

Contractor shall be responsible for all expenses incurred while performing services under this Agreement. Including but not limited to transportation and other travel expenses, vehicle maintenance and repair costs, vehicle and other license fees and permits, insurance premiums, road, fuel, and other taxes, fines, or cell phone expenses, meals and all salary, expenses, and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement.

State and Federal Taxes
MLA shall not be responsible for federal, state and local taxes derived from the Independent Contractors net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, worker's compensation, disability benefits or other legal requirements applicable to the Independent Contractor.

Upon demand, Contractor shall provide MLA with proof that such payments have been made.

Fringe Benefits
Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of MLA.

Responsibilities & Contributions
MLA will provide to Contractor the CRM software, all necessary training on how to use the CRM, how to set up the tablet and the marketing tools in the back office of the CRM at client's locations.

MLA will review every new client setup to ensure Contractor has properly designed the tablet background and the back-end marketing triggers and delivers a high-quality service that meets the standards of MLA.

Contractor is responsible for the entirety of the procurement process. This includes the demonstration and advantages of the CRM software, signing up clients, setting up every tab of the back office, and training the client to use every feature.

Contractor shall educate Clients on all features and how to set them to improve positive reviews & online ranking. Increase frequency of visits & Customer retention. How to increase loyalty & automate event triggers. How to setup and send SMS, not limited to all relevant features that can help clients improve revenue.

Contractor is responsible to follow up with Client's to ensure satisfaction and earn the right to ask for referrals.

Contractor agrees to pay a non-refundable $500 for the privilege of representing MLA as an independent contractor. This will include access to the contractor’s admin page, all the necessary training of the CRM features & benefits. The yearly renewal fee for MLA to host Contractor’s admin page is $298 payable on Contractor’s anniversary date.

Contractor also agrees to pay $500 for a tablet and one stand that he/she will receive. After the Contractor signs an agreement with client, provides them with the tablet and MLA collects the setup fee, MLA will provide another tablet and stand to the Contractor to repeat process.

Contractor will receive a second tablet, wifi + cellular, owned by MLA, for their presentation purposes. It is Contractor’s responsibility to activate and purchase cellular from their chosen provider. If the contract is terminated, the tablet must be returned to MLA. Contractor will be charged a minimum of $300 if the tablet is not returned.

Compensation
MLA agrees to pay contractor a fee for each client he/she signs up for work completed under this contract. The fee is equal to the first month subscription fee that was paid by client at sign up.

MLA shall remit payment to the Contractor within thirty days of receiving the payment from client and setup has been approved.

In addition, to ensure Contractor is encouraged and enthusiastic to continue setting up more CRMs for businesses, MLA at its own discretion and based on certain criteria which is set by MLA, may pay contractor a minimum monthly bonus of 15% and not to exceed 20% of the monthly subscription collected from clients who were signed up by Contractor. This bonus is not guaranteed and contractor should not depend on it. The more active clients you secure the greater bonus you may earn.To be eligible and considered for the bonus, Contractor has to maintain the existing subscriptions of their clients and sell a minimum number of new subscribers per year as described below.

  • 1 to 100 active clients: must sell minimum twenty new clients per year to be eligible to receive 15% monthly bonus
  • 101 to 200 active clients: must sell minimum eighteen new clients per year to be eligible to receive 16% monthly bonus
  • 201 to 300 active clients: must sell minimum fifteen new clients per year to be eligible to receive 17% monthly bonus.
  • 301 to 400 active clients: must sell minimum twelve new clients per year to be eligible to receive 18% monthly bonus
  • 401 to 500 active clients: must sell minimum ten new clients per year to be eligible to receive 19% monthly bonus
  • 501+ active clients: must sell minimum five new clients per year to be eligible to receive 20% monthly bonus

If over one calendar year the contractor falls below the number of new subscribers required, the contractor will not be eligible for receiving a bonus.

MLA reserves the right, at its sole discretion, to change or modify these Terms at any time without further notice. MLA will post and date these changes on website under terms and conditions. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, please stop using our services and products.

Confidentiality and Non-Compete
Contractor acknowledges that MLA owns all rights, title and interest, including without limitation all intellectual property rights, and such rights that are protected by U.S. and international intellectual property laws. Contractor agrees that they will not copy, reproduce, alter, modify, or create derivative works from the Service, additionally Contractor agrees not to assist a third party to copy, reproduce, alter, modify or create derivative works from the Service.

Contractor acknowledges that it will be necessary for MLA or clients to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm MLA and clients. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of MLA or Client without prior written permission except to the extent necessary to perform required services.

Proprietary or confidential information includes:

  • Written, printed, graphic, or electronically recorded materials furnished by MLA for Contractor to use
  • Business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information
  • Information belonging to clients and suppliers of MLA about whom Contractor gained knowledge as a result of Contractor's services to MLA
  • Upon termination of Contractor's services to Client, or at Client's request, Contractor shall deliver to Client all materials in Contractor's possession relating to Client's business.
  • Contractor acknowledges that any breach or threatened breach of this Agreement will result in irreparable harm to MLA for which damages would be an inadequate remedy. Therefore, MLA shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of this Agreement. Such equitable relief shall be in addition to MLA rights and remedies otherwise available at law

Contractor on his/her behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind, agrees to hold and treat all information received as confidential, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that reasonably should know is confidential as confidential, and protect the information with the same degree of he/she uses to protect its own confidential information.

Contractor agrees that at no time during the contract term with MLA he/she engages in any work for any company which competes with the MLA.

For a period of three (3) years immediately following the termination of the agreement, you will not, for yourself or on behalf of any other person or business enterprise, engage in any business activity which competes with MLA.

Assignment
MLA grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable agreement to promote and sell its CRM software.

Contractor shall not assign or transfer any of its rights or obligations hereunder without the prior written consent and approval of MLA. MLA at its own discretion may grant a transfer to a successor and the successor in ownership expressly assumes in writing the terms and conditions of this Agreement. Any such attempted assignment without written consent will be void. This Agreement shall inure to the benefit of and shall be binding upon the valid successors and assigns of the Parties.

Indemnification
The Contractor shall indemnify and hold harmless, MLA, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorney's fees and costs, arising out of, or relating to, the Contractor’s services under this Agreement.

Termination
With reasonable cause, either MLA or Contractor may terminate this Agreement, effective within thirty days upon giving written notice.

Reasonable cause includes but not limited to:

  • A material violation of this Agreement.
  • Any act exposing MLA or Clients to liability or personal injury or property damage.
  • Files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property.

Integration
This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire Agreement between the parties, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the parties, preceding the date of this Agreement.

If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

Resolving Disputes
Any dispute or claim relating in any way to this Agreement & Terms of Service will be resolved by binding arbitration, rather than in court, except unless the claim qualifies for small claims court. The United States Federal Arbitration Act and Federal Arbitration Law and the Laws of the State of California apply to this Agreement. If any provision of this Agreement is held invalid by a court or other tribunal with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect.

No Warranties or Representations
Contractor understands and agrees that MLA Services are provided “as is” and that MLA, its affiliates and suppliers expressly disclaim all warranties of any kind, expressed or implied, including, without limitation, any warranty of merchantability, fitness for particular purpose.

MLA, its affiliates and suppliers make no warranty or representation regarding the results that may be obtained from the use of the CRM, the security of the CRM, or that the service will meet any user’s specific requirements. Use of the CRM is at Client’s sole risk. Client will be solely responsible for any damage to Client resulting from the use of the CRM. The entire risk arising out of use, security or performance of the CRM remains with the Client.

Agreement
This is the entire Agreement between Contractor and Client.

Both parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party or violate any Agreement between the parties and any other person, firm or organization or any law or governmental regulation.