Specialist Agreement

Acceptance. By clicking “I accept” (or any similar indicia of acceptance), you (“Specialist”) agree to comply with the terms of service set forth in this Agreement between Ureeka and Specialist.  

 

This Specialist Agreement, which consists of this cover page (“Cover Page”) and the Standard Terms attached as Exhibit A (the “Standard Terms”) (collectively, this “Agreement”), is entered into as of today (“Effective Date”) by Ureeka Inc., a Delaware corporation (“Ureeka”), and Specialist (defined below).  Effective Date will marked by the date & time stamp upon electronic acceptance, stored by Ureeka.

 

Background:

Ureeka’s proprietary platform allows Specialists to market and provide various services to SMBs (the “Marketplace”). Ureeka enables Specialist to connect with and provide Specialist Services to Users through the Marketplace.  

Specialist:

“Specialist” will define its business under a separate Cover Page that will supercede the terms in this cover page.  That document will be executed separately between Ureeka & Specialist

Specialist Services:

Specialist Services will be defined in a separate Cover Page that will supercede the terms in shis cover page.  That document will be executed seperately between Ureeka & Specialist.

Fees:

Specialist will provide Specialist Services for the following fees: To be defined under separate Cover Page, (“Fees”).

Additional Terms

To be defined under separate Cover Page.

 

The parties agree to the terms and conditions of this Agreement, which incorporates by reference all terms of the Ureeka Terms of Service https://ureeka.biz/legal/tos), and the Ureeka Privacy Policy (www.ureeka.biz/legal/privacy) (collectively, the “Terms”).  To the extent of a conflict between the Terms and this Agreement, this Agreement will govern solely to the extent of the conflict.

STANDARD TERMS

  1. Definitions. Capitalized terms used but not defined in this Agreement have the meanings given in the Terms. The following terms have the following meanings, and all other terms defined in this Agreement have the meanings provided in context.
    1. “Materials” means any marketing or promotional materials provided by Specialist to Ureeka describing the Specialist Services. Materials includes any trademarks, trade names, logos or other descriptive or identifying information associated with Specialist (“Marks”), metadata, graphics, artwork, images, copyright notices,.
    2. “User” means a SMB who obtains Specialist Services through the Marketplace.
  2. Appointment. Specialist authorizes Ureeka, on a non-exclusive basis, Ureeka to make the Specialist Services available to SMBs through Ureeka’s proprietary online marketplace (the “Marketplace”).
     
  3. License. Specialist grants Ureeka a non-exclusive, royalty-free, worldwide, non-transferable right to, during the Term, reproduce, publicly display, publicly perform, and distribute the Materials through the Marketplace to SMBs.  In connection with the foregoing, Specialist grants Ureeka a non-exclusive, royalty-free, worldwide, non-transferable right to, during the Term, use, distribute, promote, advertise, transmit, and publicly display and perform Materials in any and all digital and other formats for promotional purposes in connection with the Specialist Services and Marketplace. These rights include Ureeka’s right to market and display Materials with related content, such as ratings and reviews, and Ureeka-chosen content and projects available on the Marketplace.
  4. Services for Specialists
    1. The Ureeka Services for Specialists. Ureeka will provide the following services to Specialists (the “Ureeka Services for Specialists”):
      1. Inclusion in Directory: Ureeka will include the Specialist Services in the Marketplace. 
      2. Recordkeeping Service: Ureeka will maintain billing records of Specialist Services provided to SMBs.
      3. Billing Service: Ureeka will facilitate payments for Specialist Services by SMBs.
      4. Customer Service: Ureeka will provide operators to field SMBs’ complaints and use commercially reasonable efforts to resolve such complaints.
    2. Exclusions from the Ureeka Services for Specialists. The Ureeka Services for Specialists relate to the business services set forth above, which may be updated from time to time. The Ureeka Services for Specialists do not include anything related to providing advice or freelancing. Specialist is solely responsible for all of Specialists’ own tools, equipment, training, transportation, office space, licensing, and other materials or requirements needed, desired or related to providing the Specialist Services. Specialists is also solely responsible for the payment of insurance premiums, licensing fees, professional dues or other costs or expenses connected with Specialist’s business, and acknowledges that Ureeka will not reimburse Specialist for any such expenses. Ureeka is not, and will not be, responsible for any liability arising out of services performed for SMBs. Specialist is not permitted to represent to SMBs or others that Specialist is an employee, contractor, or agent of Ureeka.
    3. Service Control. As an independent business and Specialist of Ureeka, Specialist maintains complete control over Specialist’s use of the Service (defined in the Terms), including:
      • Specialist decides when to log into the Service and be available for appointments;
      • Specialist decides whether to accept, reject, or ignore offers to work with certain SMBs and/or SMB projects if logged in;
      • Specialist is permitted to select Specialist’s attire for the Specialist Services – no uniforms or other specific clothes are required;
      • Specialist confers with the SMB to determine the time and location of the Specialist Services (defined below) – Ureeka is not involved;
      • Specialist is permitted to maintain Specialist’s independent business and other clients without using the Service;
      • Specialist is not restricted from using competitive services or technology platforms;
      • Specialist’s opportunity for profit or loss is dependent on his or her own managerial skill; 
      • Specialist is responsible for resolving any disputes with SMBs, including financial responsibilities for refunds, breakage, spoilage, and other losses directly or indirectly caused by Specialist or Specialist’s agents;
      • Specialist solely controls the amount of Specialist’s investment in the Specialist Services, including expenses on training and tools; and
      • Specialist exclusively controls Specialist’s performance of the Specialist Services, including, but not limited to, possessing the requisite skills, credentials and training to perform Specialist Services that he or she accepts hereunder.
    4. Specialist’s Business. By signing this Agreement and under penalty of perjury, Specialist affirms that Specialist is self-employed, maintains and operates a freelancing business that is separate and independent from Ureeka, holds himself or herself out to the public as independently competent and available to provide the applicable services, and has obtained and/or expects to obtain clients for whom Specialist performs Specialist Services through other means other than Ureeka and prior to entering into this Agreement.
  5. Ownership. Title to and ownership of all copies of Materials, including all rights therein, and all related technical know-how and all rights therein are and will remain the exclusive property of Specialist or its licensors. Except for the licenses granted by Specialist in this Agreement, Ureeka agrees that it obtains no right, title or interest from Specialist (or its licensors) under this Agreement in or to any Materials, including any intellectual property rights therein.  Any data generated as a result of SMB’s use or purchase of Specialist Services through the Marketplace will be owned by Ureeka.  Ureeka grants Specialist a limited, revocable, non-transferable license to use such data for the sole purpose of providing the Specialist Services to the applicable User.
  6. Fees.  Specialist will invoice Ureeka the Fees for the Specialist Services performed by Specialist for Users, unless otherwise specified in the “Cover Page.” and Ureeka will pay Specialist any undisputed Fees within [60] days of receipt of invoice from Specialist. Specialist will be responsible for any taxes assessed against it as a result of this Agreement. Specialist will aggregate invoices to no more than 10 monthly unless otherwise agreed to in the “Cover Page” or in writing with Ureeka.  
  7. Compliance with Laws. Each party will comply with all applicable federal, state and local laws, rules and regulations in fulfilling its obligations under this Agreement.
  8. Representations and Warranties. Specialist represents and warrants to Ureeka that (a) it has the power and authority to enter into this Agreement and fully perform its obligations hereunder; (b) the Materials do not infringe any third party proprietary rights, (c) the listing and provision of the Specialist Services through the Marketplace do not violate any agreements to which Specialist is a party; (d) Specialist has obtained any and all consents, approvals or licenses required for Specialist to make the Specialist Services and Materials available in the Marketplace; (e) Ureeka’s exercise of the rights granted to Ureeka under this Agreement will not obligate Ureeka to make any payments to any third parties; and (f) the Materials do not contain any viruses, spyware, “Trojan horses,” or other destructive or contaminating code, and will not cause injury or damage to any person or property.
  9.  Independent Contractor Relationship; No Legal or Other Advice. Specialist acknowledges that Specialist is an independent contractor and not an employee of Ureeka for all purposes, and acknowledges Specialist’s sole responsibility for complying with all federal, state and local tax filing and payment obligations that pertain to any remuneration received from clients in connection with this Agreement. Neither this Agreement nor Specialist’s performance under this Agreement creates an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between Ureeka and Specialist. Specialist will be solely responsible for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions, and other obligations or benefits. Specialist acknowledges that Ureeka is not rendering legal, tax, or investment advice, nor is Ureeka a fiduciary of Specialist. Accordingly, Specialist acknowledges that Specialist may seek advice from an appropriate professional to comply with any and all applicable federal, state, and local laws or ordinances.
  10. No Employment. Nothing in this Agreement will in any way be construed to constitute Specialist or its employees or agents as an agent, employee or representative of Ureeka. Without limiting the generality of the foregoing, Specialist is not authorized to bind Ureeka to any liability or obligation or to represent that Specialist has any such authority. Specialist and Ureeka agree that Specialist and its employees and agents will receive no Ureeka-sponsored benefits from Ureeka where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If Specialist, its employees or agents, are reclassified by a state or federal agency or court as Ureeka’s employee, Specialist, its employees or agents, as applicable, will become a reclassified employee and will receive no benefits from Ureeka, except those mandated by state or federal law, even if by the terms of Ureeka’s benefit plans or programs of Ureeka in effect at the time of such reclassification, Specialist, its employees or agents, as applicable, would otherwise be eligible for such benefits.
  11. Indemnification. Specialist will indemnify and defend Ureeka from any actual or threatened loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any third party claim (“Losses”) relating to (a) any Specialist Services, Materials, Marks, or any other content Specialist provides to Ureeka or (b) any claim brought by a User related to the Specialist Services provided to that User.  Each party will indemnify and defend the other party from any Losses relating to a party’s alleged violation of any law, rule, or regulation. Neither party may settle any such third party claim without the other Party’s prior written consent, not to be unreasonably withheld or delayed.
  12. Confidential Information. Each party will (a) treat as confidential any information disclosed by the other party that, given the nature and circumstances of disclosure, ought to be treated confidential (“Confidential Information”), (b) not disclose such Confidential Information to any third party without the discloser’s consent, and (c) will not use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party may disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.
  13. Termination. This Agreement commences upon Specialist’s acceptance of its terms and continues until terminated. Specialist may terminate this Agreement upon 30 days’ written notice to Ureeka.  Ureeka may terminate this Agreement at any time upon notice to the Specialist.
  14. Effects of Termination. Notwithstanding the foregoing, Sections 1, 5 (other than the last sentence), 6, and 8 – 15 and any liabilities or payment obligations that have accrued prior to termination will survive such termination. Following any notice of termination, Specialist will provide Users with any Specialist Services not yet provided in full.
  15. Miscellaneous. (a) Excepting the arbitration provisions in the Terms, which are governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.,this Agreement will be governed by California law, and all disputes will be heard only in state or federal court in San Francisco, California. Any legal fees and expenses relating thereto will be awarded to the successful party; (b) This Agreement, together with any Ureeka rules or policies (including the Terms) referred to herein, represents the complete agreement between Specialist and Ureeka concerning the subject matter hereof, and it replaces and supersedes all prior oral or written communications concerning such subject matter; (c) Any notice hereunder must be given in writing to the address set forth on the Cover Page; (d) Specialist may not assign, transfer or delegate this Agreement or any part of it without Ureeka’s prior written consent. Ureeka may freely transfer, assign or delegate all or any part of this Agreement, and any rights and duties thereunder, upon the giving of notice; (e) This Agreement will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties; (f) The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions hereof. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed, if reasonably possible, only to the extent necessary to make it enforceable; (g) The headings and subheadings in this Agreement are for convenience only, confer no rights or obligations in either party, and do not alter any terms of this Agreement; (h) The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement; and (i) The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
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