OvationCXM Technician ICA

Independent Contractor Agreement

Available Documents:

INTRODUCTION

This is an AGREEMENT between you and Boomtown Network, Inc. dba OvationCXM (“OvationCXM”) (“Agreement”) that defines the terms and conditions for OvationCXM to engage you to provide services to our customers and their end users 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 OvationCXM. As used in this Agreement “Work Order” means a local support dispatch, consultation, site survey, installation, troubleshooting, remote monitoring, repairing to OvationCXM’s customers and their end users (and all and each of these offerings are defined as the “Services”).

  1. INFORMATION ABOUT OVATIONCXM.

OvationCXM provides a Platform, Mobile Application and database of information about you and other Independent Contractor Technicians, for use by OvationCXM and OvationCXM customers and their end users (collectively “OvationCXM Platform”). These end users are typically local “Businesses” 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 OvationCXM, 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 OvationCXM customers and their end users.

  1. ACCEPTANCE OF WORK ORDERS.

You will be eligible to receive offers from time to time from OvationCXM online system to provide Services as set forth in separate Work Orders for each job only after you provide the information requested by OvationCXM 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 OvationCXM Customer and/or their end user imposes. You must confirm your acceptance of the Work Order before performing any Services.

  1. YOUR DUTIES AS AN INDEPENDENT CONTRACTOR

You will render the Services as an independent contractor and you will pay any and all payroll, self-employment, or other taxes of any nature imposed upon the compensation paid by OvationCXM 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 understand that issues of liability that arise as a result of your negligence in the execution of a Work Order will be your responsibility.

  1. FAILURE TO PERFORM

If you fail to complete a Work Order to the reasonable satisfaction of an OvationCXM customer or their end users, OvationCXM 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 OvationCXM in the registration process, in any public message area or through any email feature or Mobile Application interaction. OvationCXM acts as a conduit for your online distribution and publication of Your Information.

  1. FEES

OvationCXM 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 OvationCXM Platform.

  1. LIMITATION OF AUTHORITY.

You will not have any authority to: (a) bind or obligate OvationCXM or subject OvationCXM to any liability except as expressly provided 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. 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. You will be paid within ten business days electronically unless otherwise agreed to after satisfactory completion of the Services.

  1. DISPUTES.

If any OvationCXM customer or their end user is involved in a dispute with you arising from or related to your performance of the Services, you will notify OvationCXM in writing of such dispute within one business day of becoming aware of such dispute.

  1. INDEMNIFICATION.

You agree to indemnify, defend and hold OvationCXM 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 arise out of, or in connection with the Services.

  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 OvationCXM customers and their end users that you receive in the course of providing Services. Such information will remain the exclusive property of OvationCXM.

  1. COVENANTS.

You will not knowingly, directly or indirectly, solicit any customer (or their end users) or prospective customer who is a customer of OvationCXM for the purpose of providing services that are competitive with the Business of OvationCXM.

  1. REMEDIES.

Any breach of any of the covenants or agreements will cause OvationCXM irreparable harm for which there is no adequate remedy at law.

  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.

  1. ASSIGNMENT.

OvationCXM 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.

  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.

  1. ENTIRE AGREEMENT.

This Agreement contains the entire agreement between OvationCXM and you and supersedes any and all other agreements 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 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 OvationCXM.

  1. EFFECTIVE DATE.

These Terms will be effective so long as you accept, and these Terms will govern all Work Orders accepted and/or performed by you on behalf of OvationCXM.