INDEPENDENT CONTRACTOR AGREEMENT
WeGoLook®, LLC, an Oklahoma limited liability company (WGL or WeGoLook.com), and you (Contractor,) for the consideration herein provided, receipt of which is acknowledged, state and agree as follows:
1. Effective Date. This agreement shall commence upon approval of your application by WGL. WGL reserves the right to decline approval of any application.
2. Description of Work. WGL and Contractor agree that the Contractor shall perform the following work in accordance with this agreement: From time-to-time, at the sole discretion of WGL, Contractor might be offered work assignments from WGL through or in connection with it's website, WeGoLook.com, in which Contractor will be required to travel to and inspect a piece or parcel of property, either real or personal, gather certain specified information about the property, take a specified number of digital photos, and upload the photos and a report of Contractor's findings, to specifications and in formats and templates designated by WGL, to WGL's website in accordance with the provisions of this agreement.
2.1 Acceptance of Assignments. Contractor may accept or not accept any offered assignment. The procedure for accepting an offered assignment is as specified on WeGoLookTM.com, which may from time-to-time be modified without notice. WGL may offer the same assignment concurrently to others and Contractor's acceptance of any assignment is subject to WGL's right to assign the work to others prior to Contractor's acceptance of the assignment.
3. Independent Contractor Status. Contractor is an independent contractor and is not an employee, servant, agent, partner or joint venturer of WGL. Contractor has no authority to enter into contracts on behalf of WGL. WGL shall determine the work to be done by the contractor, but the contractor shall determine the legal means by which it accomplishes the work specified by the company. Contractor shall supply, at its own expense, all materials, supplies, equipment and tools required to accomplish the work agreed to be performed in accordance with this agreement. WGL is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments which it owes the contractor. Neither Contractor nor its employees shall be entitled to receive any benefits which employees of WGL are entitled to receive and shall not be entitled to workers' compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of their work for WGL.
3.1 Brand. WGL refers to its Contractors as Looker® Inspectors or a singular Contractor as a Looker®. Contractor agrees to participate and cooperate with WGL in such branding. When performing as assignment, Contractor shall always identify himself or herself in that fashion, as a representative of WeGoLook.com, and not as a process server or notary or any other occupation. If requested by WGL, Contractor shall carry an identification card or other documentation (provided by WGL).
4. Time of the Essence; Performance Requirements. Contractor understands that time is of the essence in all assignments and that a WeGoLook.com customer is relying upon Contractor to perform the assignment quickly, accurately, and completely, and that WGL's customer may be making important decisions based upon Contractor's report.
4.1 Accessibilty of Contractor. During any period in which Contractor has uncompleted assignments, Contractor must be readily accessible to WGL by voice or text at all times between 8 a.m. and 6 p.m. in Contractor's time zone, and at all times while actively performing an assignment for WGL. Contractor agrees to respond to all communications from WeGoLook.com in a timely and expeditious manner.
4.2 No Direct Communication. Contractor shall under no circumstances communicate directly, by any means, with WGL's customer.
4.3 No Entry on Private Property Without Permission. Contractor shall never enter upon private property without the consent of the owner. Contractor shall be responsible for obtaining, confirming, and documenting such consent according to the requirements each individual assignment.
4.4 Timeline for Making Initial Contacts. The act of gathering the information and taking the pictures necessary to complete a report is called an observation. If the assignment requires that Contractor contact a seller or other party prior to making the observation, Contractor shall make its first attempt to contact that party within 4 business hours (based on a regular 8 hour workday beginning at 8 a.m. and ending at 5 p.m. in Contractor's time zone) after acceptance of the assignment, and continue to make attempts as may be necessary to meet the timelines established herein.
4.5 Timeline for Making Observations Which Require Prior Contact. If the assignment requires that Contractor contact a seller or other party prior to making the observation, Contractor shall with due diligence attempt to establish the earliest possible date and time to meet and observe the property, and Contractor shall make every reasonable and diligent effort to perform the observation no later than 48 consecutive calendar hours (not business hours) after acceptance of the assignment.
4.6 Timeline for Completing Observations Which Do Not Require Prior Contact. If the assignment does not require prior contact with a seller or other party, Contractor shall make the observation as soon as reasonably possible but no later than 48 consecutive calendar hours after acceptance of the assignment.
4.7 Timeline for Completion of Assignment After Observation. For all assignments, Contractor shall upload the pictures and the report to WGL's website within 8 consecutive calendar hours of making the observation.
5. Payment; Terms. In general, most assignments pay a minimum of $25.00. Multiple assignments at or near same location may pay less than $25. The amount offered for each assignment will be posted on the initial "Claim Order" screen in the Unassigned Orders section of your dashboard so that you can see it before actually claiming the order. A five dollar ($5.00) background check fee will be withheld from your first payment. No mileage or other expenses of any kind whatsoever will be paid or reimbursed to you without the prior written consent of WeGoLook® .com. Payments will be issued within 30 days after posting of the completed report. We reserve the right to withhold payment if the assignment is not properly completed.
6. Termination of Individual Assignments. WeGoLook® .com may cancel any assignment at any time. If the assignment is cancelled before the Contractor has commenced travel directly to the site at which the observations are to be made, no payment of any kind shall be made to the Contractor. If the Contractor has made all necessary appointments with the seller or other party and has commenced travel directly to the site at which the observations are to be made, the Contractor shall be paid one-half of the fee payable for a completed assignment. If the Contractor has already arrived at the site and completed the observations, the Contractor shall be paid two-thirds of the fee payable for a completed assignment. If the pictures and report have already been uploaded, the Contractor shall be paid in full.
7. Delegation of Duties, Assignment of This Agreement. Only Contractor may perform the services required by each assignment, and Contractor shall not delegate or assign all or any part of this contract or the services to be performed to anyone else whatsoever without WGL's prior written consent. WGL may assign any or all of its rights and duties under this agreement at any time and from time to time without the consent of the Contractor.
8. Termination. This agreement is for no definite period and either party may terminate this agreement by written notice to the other party. Such termination may be made with or without cause. Nothing in this agreement shall be construed to promise or guarantee that assignments, or any particular number thereof, will be offered to Contractor.
9. Compliance. Contractor represents that it has complied with all federal, state and local laws regarding business permits and licenses that may be required to carry out the work to be performed under this agreement.
10. Indemnification; Assumption of Risk. Contractor shall indemnify WGL against all liability or loss, and against all claims or actions based on or arising out of damage or injury, including death, to persons (Contractor and others) or property (of Contractor and others) caused by or sustained in connection with the performance of the contract or by conditions created by the same, or based on any violation of any statute, ordinance, regulation, and the defense of any such claims or actions. Contractor acknowledges and assumes the risk inherent in all assignments. Contractor agrees that WGL is under no duty or obligation to warn Contractor of dangerous conditions, known or unknown. Contractor agrees to accept and complete only those assignments that Contractor deems safe to accept and complete. During the course of performing any assignment, should Contractor feel danger or feel unsafe in any way, Contractor agrees to withdraw or retreat and notify WGL immediately. Contractor shall also indemnify WGL against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws, with respect to Contractor's performance of the contract.
11. Insurance. Contractor agrees to maintain such insurance as will fully protect both Contractor and WGL from any and all claims under any workers' compensation act or employers' liability laws, and from any and all other claims of any kind or nature for damage to property or for personal injury, including death, made by any person whomsoever, that may arise from operations carried on under this contract, either by Contractor, any subcontractor, or by any person directly or indirectly engaged or employed by either of them. Contractor agrees to provide WGL with certificates evidencing the required coverage before Contractor begins work under this agreement. The contractor shall maintain all such insurance coverage and shall furnish the company with certificates of renewal coverage and proofs of premium payments.
12. Background Investigation. If required by WGL at any time, Contractor agrees to submit to and cooperate in a full background investigation, which may include but is not limited to a criminal history check and fingerprinting. Contractor consents to the use of a third party consultant, at WGL's sole discretion, to provide background checks and to report the results thereof (Contractor's score and/or other information gathered) to WGL. Contractor warrants and represents that it has not been convicted of any criminal offense other than minor traffic violations. Background checks may or may not be performed on Lookers outside of the United States.
13. Confidential Information WGL possesses certain highly confidential proprietary business information and trade secrets (“Confidential Information”). In connection with this agreement, WGL may disclose Confidential Information to Contractor. WGL desires to ensure that this information remains confidential and is not disclosed to unnecessary third parties. For purposes of this Agreement, Confidential Information includes, but is not limited to, business concepts or plans, marketing plans, customer lists, business records, projections, product or service information, financial information, and any other information supplied or communicated to Contractor by WGL or others on its behalf in connection with this agreement. All pictures taken by the Contractor, the information gathered by the Contractor, and the report completed by the Contractor in connection with each assignment also constitute Confidential Information. Contractor covenants, promises, and agrees:
1. To hold the Confidential Information in strict confidence;
2. To use the Confidential Information only for to the extent authorized in writing by WGL;
3. To only disclose the Confidential Information only to those necessary to carry out Contractor’s obligations under this agreement;
4. To not disclose the Confidential Information to unnecessary third parties; and
5. To advise each person to whom the Confidential Information must be disclosed of the terms and conditions of this Agreement and to have each person sign this Agreement before disclosure is made.
On termination of this agreement or written request by WGL, Contractor will promptly deliver to WGL all material containing Confidential Information, including all copies.
Unless WGL does so in a separate writing delivered to Contractor, WGL has not granted Contractor any rights to use the Confidential Information or the Copyright Materials (as defined in Section 13.1). This undertaking to keep information confidential will survive the termination of this agreement. The Confidential Information is the sole property of WGL or others. Contractor understands and agrees that any unauthorized disclosure of the Confidential Information may cause irreparable harm to WGL and others and that the amount of the harm may be difficult to ascertain. As a consequence, Contractor agrees that WGL will have the right to seek an injunction from a court of competent jurisdiction to enjoin further disclosure or misappropriation of the Confidential Information. The right to seek an injunction is in addition to any other legal and equitable remedies available to WGL. Information is not confidential if it is generally available or known within the public domain or was known to Contractor before the execution of this Agreement.
13.1 Copyright; Works Made for Hire; Assignment. The copyright to and ownership of all pictures, text, copy, information, data, and intellectual property, gathered, created, or developed by the Contractor or otherwise, or used, in connection with this agreement, and the report itself (the “Copyright Materials”), shall at all times be owned by WGL. To the extent that the Copyright Materials constitute the types of materials that may be works made of hire under copyright law, Contractor and WGL hereby agree that the Copyright Materials are works made for hire and the copyright thereto is owned solely by WGL. In the event that the preceding sentence would result in Contractor being deemed an employee of WGL under the law of any competent jurisdiction, the preceding sentence shall be null and void. To the extent that the Copyright Materials do not constitute works made for hire, Contractor hereby transfers and assigns, without limitation, all of Contractors right, title and interest in and to the Copyright Materials to WGL. Contractor shall not use, re-use, sell, re-sell, trade, barter, assign, publish, transfer or allow the use of any Copyright Materials except as expressly and specifically required or authorized by WGL in writing. Contractor waives all moral rights in the Copyright Materials.
13.2 No Reverse Engineering. Contractor shall not reverse engineer WGL's web site or any portion there of, or the programming code connected therewith, or assist others in doing so.
14. Non-compete Agreement. In addition, and to the greatest extent allowed by law, Contractor agrees and covenants that it will not directly or indirectly engage in the business of offering the same or similar services or products, or otherwise engage in any business competitive with WeGoLook®, LLC, for a period beginning upon execution of this agreement and ending three (3) years following the date of termination of this agreement. Directly or indirectly engaging in the business of offering the same or similar services or products or in any business competitive with WeGoLook®, LLC shall include, but not be limited to, engaging in business as an owner, partner, agent, employee, independent contractor, or consultant of any person, firm, business, company, partnership, LLC, corporation, or any other entity of whatsoever kind or nature engaged in such business, or which is interested directly or indirectly in any such business. In addition, during this period Contractor shall not solicit, directly or indirectly, by any means, any of the clients, customers, accounts, employees, or leads of WeGoLook®, LLC. Contractor agrees and acknowledges that the WeGoLook®, LLC business venture is national and even international in geographic scope. Contractor recognizes and agrees that the list of WeGoLook®, LLC's customers, as it may exist from time to time, is a valuable, special, and unique asset of the business. WGL and Contractor agree that if any court of competent jurisdiction shall for any reason conclude that any portion of this agreement shall be too restrictive, the court shall determine and apply lesser restrictions, it being the intent of the parties that some such restrictions, to the greatest extent allowed by law, shall be applicable for the protection of WGL.
15. Notices. Any notice given in connection with this agreement shall be given in writing and delivered either by hand to the party or by certified mail, return receipt requested, email, or by fax as follows. Contractor's notice address shall be any address provided in the application. Any party may change its notice address by giving notice of the change in accordance with this section. WGL's notice address is:
ATTN: Mark Caywood
100 NE 5th Street
Oklahoma City, OK 73014
FAX: (405) 507-0089
16. Governing Law; Venue. This Agreement will be interpreted and governed by the laws of the State of Oklahoma. Venue shall lie in the state and federal courts situated in Oklahoma County. Provided, nevertheless, that in the event of a dispute pertaining to the requirements placed upon the Contractor by paragraph 14 (Non-compete Agreement), WGL may, at its discretion, bring an action in any court or tribunal of competent jurisdiction and the dispute shall then be governed by the laws of that state or jurisdiction
17. Entire Agreement. This Agreement is the entire and sole agreement between Contractor and WGL and it may not be modified except in a writing signed by each party; provided, however, that each and every new and subsequent assignment accepted by Contractor shall constitute acceptance of the then-current version of this Independent Contractor Agreement and its terms and provisions shall then be applicable to, and govern any disputes related to, any and all previous assignments accepted and performed by Contractor.
18. Severability. In the event that any one or more of the provisions of this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provisions shall be adjusted rather than voided, if possible, in order to achieve the express intent of the parties to this Agreement; and in any event, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
19. Captions. The captions to the sections of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
20. Forbearance; Waiver. Any failure of a party to pursue any legal or equitable remedy or right available to a party shall not constitute a waiver of such right, nor shall any such forbearance, failure, or actual waiver imply or constitute waiver of subsequent default or breach. No waiver of a breach of any provision of this Agreement by a party shall be construed to be a waiver of any breach of any other provision of this Agreement or of any succeeding breach of the same provision. No delay by a party in acting with regard to any breach of any provision of this Agreement shall be construed to be a waiver of such provision by a party.
This document last updated: April 3, 2013