Boomtown Independent Contractor Agreement

Please review the following agreement and complete the form below to accept.

INTRODUCTION

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”).

  1. INFORMATION ABOUT BOOMTOWN.

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.

  1. INFORMATION ABOUT YOU.

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.

  1. ACCEPTANCE OF WORK ORDERS.

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.

  • Each Work Order will describe the Services to be provided, the fee for the Services, if applicable any special requirements or conditions that the Member imposes such as, without limitation, satisfactory results on a background investigation and drug and/or alcohol testing, and any other terms and conditions governing the Services. Boomtown will deliver each such Work Order to the Boomtown Mobile Application and the email address that you provide. You must confirm your acceptance of the Work Order before performing any Services. At the request of Boomtown, you also must complete the online W9 tax form as a condition of an offer of a Work Order.
  • You agree to provide the Services in a timely manner, competently, diligently and professionally, and to conduct yourself in accordance with Work Order descriptions and requirements for job conduct that Boomtown establishes for visitors to its Member premises, including, but not limited to issues of on time arrival, job completion as described in the work order, appearance, workplace security, workplace conduct, and Member confidentiality.
  • You are not obligated to accept a fixed, or minimum, number of Work Orders. You maintain sole discretion to reject an offer of a Work Order. However, once you accept the Member’s offer of a Work Order, you are responsible for rendering the Services.
  • Boomtown has no obligation to offer you a minimum number of Work Orders.
  1.       YOUR DUTIES AS AN INDEPENDENT CONTRACTOR
  • You will render the Services as an independent contractor. You will pay any and all payroll, self-employment, or other taxes of any nature imposed upon the compensation paid by Boomtown to You for the rendering of the Services.
  • You will obtain workers compensation insurance if required by law, and keep such records, pay such other taxes or governmental fees, comply with applicable law and maintain such licenses as are required to perform the Services. You will be solely responsible for obtaining and either self-insuring or purchasing liability insurance in such amounts and coverage as you select. You understand that issues of liability that arise as a result of your negligence in the execution of a Work Order will be your responsibility. Boomtown will not provide any contributions to unemployment insurance or workers compensation funds. Certain Members may require specific insurance coverages. You will carry such insurance as may be required by an applicable Work Order. Boomtown recommends that You carry the following minimum insurance coverage: (i) workers compensation insurance as prescribed by the law of the state in which you render Services; (ii) employer liability insurance with limits of at least $1,000,000 per occurrence; (iii) comprehensive automobile liability insurance with a combined single limit per occurrence of at least $1,000,000 for bodily injury and property damage; (iv) comprehensive general liability insurance, including, broad form/property damage, bodily injury, products and completed operations, with a combined single limit per occurrence of at least $1,000,000; and (v) professional liability insurance with a minimum limit of $1,000,000 per occurrence. You will provide proof of required insurance coverage upon request by Boomtown.
  • Boomtown will not, and declines to, specify or control the means or methods of how you will render the Services. Boomtown is relying on your skills, knowledge, training, ability, Boomtown Platform and experience in the Services to enable you to determine and control how to render the Services in a Work Order in order to satisfy the objective of the Member and without Boomtown supervision.
  • Except for the purpose of explaining how to use the Boomtown Platform and otherwise responding to any questions that you have concerning a Work Order, Boomtown has not provided, and will not provide, you with training or individual instruction with respect to how you render the Services to a Member’s satisfaction. Except for reading manuals associated with a Work Order, you will obtain the necessary technical and sales proficiency to render the Services at your own expense, or at the expense of another person or entity, by attending third party certifications at Your sole discretion.
  • You will not be entitled to any rights or benefits provided to employees of either Boomtown or our Members including, without limitation, health insurance benefits, vacation or other time off, and other employee benefits. You are responsible for any expenses incurred to perform the Services.
  • The nature of the Services is also such that you will render them on the location or remotely of the Member, which may be either a residence or commercial establishment.
  • Boomtown may from time to time publish Quality Guidelines as a means to ensure high accountability standards for each registered Independent Contactor Technician on the Boomtown Platform. Any such Quality Guidelines are deemed to be incorporated herein by reference. To the extent that Boomtown becomes aware of conduct that is in contravention of the Quality Guidelines then in effect, Boomtown may take such action that it determines is necessary or appropriate in its sole discretion to remedy such violations.  Such actions may include termination of access to the Boomtown Platform and all appropriate legal action.
  1. FAILURE TO PERFORM

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.

  1. YOUR INFORMATION

“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.

  1. FEES

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.

  1. VIOLATION OF USE OF BOOMTOWN PLATFORM

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.

  1. LIMITATION OF AUTHORITY.

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.

  1. WARRANTY.

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.

  1. COMPENSATION.

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.

  1. MEMBER DISPUTES.

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.

  1. INDEMNIFICATION.

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.

  1. TERMINATION.

This Agreement and your Services may be terminated by either party without advance notice.

  1. PROPERTY RIGHTS OF THE PARTIES

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.

  1. COVENANTS.

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.

  1. REMEDIES.

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.

  1. SURVIVING RIGHTS.

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.

  1. ASSIGNMENT.

Boomtown may assign its rights under this Agreement to an affiliated or successor corporation or business entity.

  1. NOTICES.

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.

  1. WAIVER, MODIFICATION OR AMENDMENT.

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.

  1. ENTIRE AGREEMENT.

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.

  1. INTERPRETATION.

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.

  1. GOVERNING LAW.

These Terms shall be governed and construed in accordance with the laws of California without regard to its conflicts of law principals.

  1. ATTORNEYS’ FEES

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.

  1. CONFIDENTIAL AGREEMENT

These Terms shall be confidential and shall not be disclosed by you to any third party without the prior written consent of Boomtown.

  1. EFFECTIVE DATE

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.

OR

IN WITNESS WHEREOF, the parties have executed this Agreement.