Please review the following agreement and complete the form below to accept.
This is an AGREEMENT between you and Boomtown Network, Inc. (“Boomtown”) (“Agreement”) that defines the terms and conditions for Boomtown to engage you to provide services to our Members as described in this Agreement. As used in this Agreement, the words “You,” "you" and "your" mean the Independent Contractor (“Technician”) entering into this Agreement as a condition of becoming eligible to receive “Work Order” offers from Boomtown. As used in this Agreement “Work Order” means a local support dispatch, consultation, site survey, installation, troubleshooting, remote monitoring, repairing or sales calls to our Members. (and all and each of these offerings are defined as the “Services”).
Boomtown provides a Platform, Mobile Application and database of information about you and other Independent Contractor Technicians, for use by Boomtown and Boomtown Members (collectively “Boomtown Platform”). These Members are local “Business” who require technical support on an ongoing and on-demand basis remotely and on-premise.
To be eligible to receive “Work Order” offers from Boomtown, you must certify that you are the person entering into this Agreement and that you are a qualified technician who possesses the necessary skill, knowledge, training, ability, and experience to perform some or all of the Services for Boomtown Members.
You will be eligible to receive offers from time to time from Boomtown online system to provide Services to Members as set forth in separate Work Orders for each job only after you provide the information requested by Boomtown and accept the terms and conditions of this Agreement.
If you fail to complete a Work Order to the reasonable satisfaction of a Member, Boomtown reserves the right to offer the applicable Work Order to another Independent Contractor Technician with no compensation owed or payable to You.
“Your Information” is defined as any information you provide to Boomtown in the registration process, in any public message area or through any email feature or Mobile Application interaction. You are solely responsible for Your Information, and Boomtown acts as a conduit for your online distribution and publication of Your Information. Information submitted through the Boomtown Platform is governed according to Boomtown’s Privacy Statement. Solely to enable Boomtown to use the information you supply it with, so that Boomtown is not violating any rights you might have in that information, you hereby grant Boomtown a nonexclusive, worldwide, perpetual, irrevocable, royalty free, sub- licensable (through multiple tiers) right to exercise all rights you have in Your Information, in any media now known or not currently known, with respect to Your Information. Boomtown will only use Your Information in accordance with these Terms and its other policies. Other than personal information as described in Boomtown’s Privacy Statement, all data derived or collected by Boomtown from any user of the Boomtown Platform, including but not limited to statistical information, IP addresses, Member ratings or other relevant data shall belong to Boomtown and/or its Members and you agree that Boomtown and its Members, as applicable, shall have the right to use such data as they determine in their sole discretion. The foregoing includes the right to display industry affiliations, certifications and / or Preferred Professional Network Logos, where appropriate on the Boomtown Platform or in user profiles.
Boomtown may change its fees and credit policy from time to time. Any such changes are effective immediately upon posting of such changed terms on the Boomtown Platform. In the event that Boomtown introduces a new service, the fees for that service are effective as of the launch of the service. All fees are quoted in U.S. Dollars. You are responsible for paying all fees associated with using the Boomtown Platform and all applicable taxes, if any.
Without limiting other remedies, Boomtown may terminate your access to the Boomtown Platform if (a) You breach these terms; (b) Boomtown is unable to verify or authenticate information you provide; or (c) Boomtown believes that your actions may cause financial loss or legal liability for Boomtown, you or Members.
You will not have any authority to: (a) bind or obligate Boomtown or subject Boomtown to any liability except as expressly provided in this Agreement, or (b) do any other act on behalf of Boomtown that is not expressly authorized in this Agreement.
You warrant that the Services that you will render will be performed in a timely, professional, diligent and competent manner. Any defects in your performance of the Services or other Member dissatisfaction with you will be remedied by you in a manner that is satisfactory to the Member. You also warrant that you will comply with all applicable laws, rules and regulations in the performance of the Services.
All compensation paid to you is to be considered compensation for the proper handling by you of all phases of rendering the Services. Boomtown will pay you the fee specified per our Fee Policy associated with a Work Order, and authorized by the Member, for your rendering of Services, and on the terms set forth in the Work Order. You will receive no other compensation other than as set forth in the Fee Policy and Work Order. You will be paid within ten business days electronically unless otherwise agreed to after satisfactory completion of the Services. Compensation is either a) one (1) hour minimum with billing of additional time beyond 1 hour in 10 minute increments; or b) flat rate pay for certain work orders where job is completed for agreed to rate. Boomtown will report payments to you for tax purposes on a Form 1099.
If any Member is involved in a dispute with you arising from or related to your performance of the Services, Boomtown may, in its sole discretion, assist you and such Member in resolving the dispute; provided, however, that Boomtown will be solely responsible for all Member fee, billing, and payment matters. In the event of any dispute between you and a Member related to the Services that you provide, you will notify Boomtown in writing of such dispute within one business day of becoming aware of such dispute. You will use your best efforts to resolve any such disputes within two business days after receiving such notice from a Member. Upon notice of any dispute, Boomtown reserves the right to offer the applicable Work Order to another Boomtown contractor with no payment obligation due or owing to you.
You will indemnify, defend and hold Boomtown harmless from any and all liability, obligation, loss, damage, injury, penalty, action, judgment, suit, claim, cost, expense or disbursement of any kind or nature that may be imposed on, incurred by or served against Boomtown by any Member or other person or entity arising out of, or in connection with the Services, or any alleged act or neglect of you. You will provide Boomtown with immediate notification of any claim received that names, or in any way involves, Boomtown. Nothing in this Section affects your status as an independent contractor.
This Agreement and your Services may be terminated by either party without advance notice.
You will at all times maintain in strict confidence all personal and proprietary information of Boomtown’ Members that you receive in the course of providing Services, including all Work Orders, Member addresses, and information on Member premises to which you have access or obtain control. Such information will remain the exclusive property of Boomtown and its Members. You will not retain the originals or any copies of such information without Boomtown’ prior written permission.
All records of the customers of Boomtown, of any nature, whether existing at the time of this agreement, procured through the efforts of contractor, or learned by contractor from any other source, and whether prepared by contractor or otherwise shall be the exclusive property of Boomtown. Contractor agrees that the names and addresses of Boomtown customers constitute trade secrets of Boomtown and that the sale or unauthorized use or disclosure of any of Boomtown’s trade secrets obtained by contractor during the term of this Agreement constitutes unfair competition. Contractor agrees and promises not to engage in any unfair competition with Boomtown. For a period of twenty four (24) months immediately following the termination of this agreement. Contractor shall not directly or indirectly make known to any person, firm or corporation the names or addresses of any of the customers of Boomtown or any other information pertaining to them, or call on, take away, or attempt to call on, solicit or take away any of the customers of Boomtown on whom contractor called on or with whom contractor became acquainted with, or the names and addresses of which contractor learned, saw, or became familiar or acquainted with, during the term of this Agreement, either on behalf of contractor, or any other person, firm or corporation. During the term of this Agreement, contractor will have to and become acquainted with various trade secrets, consisting of formulas, patterns, pricing, partners, devices, applications, secret inventions, processes, and compilations of information, records, and specifications, all of which are owned by Boomtown and regularly used in the operation of Boomtown’s business. All files, records, documents, drawings, specifications, applications, equipment, and similar items relating to the business of Boomtown, whether they are prepared by contractor or come into contractor’s possession in any other way and whether or not they contain or constitute trade secrets owned by Boomtown, are and shall remain the exclusive property of Boomtown and shall not be removed from the possession or premise of Boomtown under any circumstance whatsoever without the prior written consent of Boomtown. Contractor shall not misuse, misappropriate, or disclose any of the trade secrets described herein, directly or indirectly, or use them in any way, either during the term of this Agreement or at any time thereafter. During the term of this Agreement, contractor shall not, directly or indirectly, either as a contractor, customer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of Boomtown.
Boomtown makes considerable efforts and incurs substantial expense to market to prospective Members requiring information about the Business. Accordingly, while engaged to render Services on any Work Order, you will not knowingly, directly or indirectly, solicit any Member or prospective Member who is a Member or prospective Member of Boomtown or any of Boomtown’ affiliates for the purpose of providing services that are competitive with the Business of Boomtown.
Any breach of any of the covenants or agreements set forth in Sections 11 and 12 of this Agreement will cause Boomtown irreparable harm for which there is no adequate remedy at law, and, without limiting whatever other rights and remedies Boomtown may have under this paragraph, you consent to the issuance of an injunction in favor of Boomtown enjoining the breach of any of the preceding covenants or agreements by any court of competent jurisdiction.
Notwithstanding the termination of this Agreement, the parties will be required to carry out any provisions of this Agreement that contemplate performance subsequent to such termination; and such termination will not affect any liability or other obligation that will have accrued prior to such termination including, but not limited to, any liability for loss or damage on account of a prior default.
Boomtown may assign its rights under this Agreement to an affiliated or successor corporation or business entity.
All notices, requests, and other communications will be in writing and delivered electronically. Boomtown will send any such communications to the last known email address that you provide, and you will send any such communications to the Boomtown email address that it provides.
No waiver, modification or amendment of any term, condition or provision of this Agreement will be valid or of any effect unless made in writing, signed by the party to be bound or its duly authorized representative and specifying with particularity the nature and extent of such waiver, modification or amendment. Any waiver by any part of any default of the other will not affect or impair any right arising from any subsequent default. Nothing in this Agreement limits the rights and remedies of the parties under and pursuant to this Agreement, except as set forth above.
This Agreement contains the entire agreement between Boomtown and you and supersedes and cancels any and all other agreements, whether oral or in writing, between Boomtown and you with respect to the matters referred to in this Agreement.
The provisions of this Agreement will be applied and interpreted in a manner consistent with each other so as to carry out the purposes and intent of the parties to this Agreement, which is to create an independent contractor relationship.
These Terms shall be governed and construed in accordance with the laws of California without regard to its conflicts of law principals.
In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of these Terms, the prevailing Party shall be entitled to recover reasonable attorney’s fees and costs.
These Terms shall be confidential and shall not be disclosed by you to any third party without the prior written consent of Boomtown.
These Terms will be effective when you accept them by clicking the “I AGREE” button or by electronic copy, indicating your electronic signature, and they will govern all Work Orders accepted and/or performed by you on behalf of Boomtown.
IN WITNESS WHEREOF, the parties have executed this Agreement.