Independent Contractor Agreement

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Logistics Career Specialist (LCS) | Career Services Partner

Welcome to the Logistics 911 Logistics Career Specialist program (the “Program”). This Logistics Career Specialist Program Agreement (this “Agreement”), which incorporates the Program Policies (as defined below), is effective as of the date on which you click through this Agreement (the “Effective Date”) and governs the branch partner and related services (the “Services”) performed by the business entity that you represent (“You”). This Agreement constitutes a legally binding agreement between Logistics 911 LLC (“Logistics 911”, “we”, “us” or “our”) and You. All references to this Agreement include the Program Policies. If there is a conflict between the Program Policies and any other section of this Agreement, the Program Policies will prevail. You agree, on behalf of You, to bind You to all of the terms and conditions of this Agreement, and you represent and warrant that you have legal authority to bind You to this Agreement.

As a Logistics Career Specialist, you will be responsible for educating employers and job seekers on our Logistics Job Board services and Career Certifications services. You will assist with improving the effectiveness and success of our job board services. You will market our jobs available and career certification program.

The Logistics Career Specialist will be responsible for collaborating with individuals via phone, email, text, video, or a combination. (b) During the Term, you agree to provide Services for us and to comply with this Agreement when providing Services.

2. Use of Mobile Technology and Licensed Materials.

(a) Mobile Technology. We may establish requirements regarding the use of mobile technology, including phone, text, SMS, or mobile applications (collectively, “Mobile Technology”), and You will use the Mobile Technology in accordance with our instructions when providing the Services.

(b) Licensed Materials. We expect to provide You with access to tools, software, applications, technology (including Mobile Technology), content, and trademarks (together with any related manuals and other documentation, collectively, “Licensed Materials”) to assist you in the operation of You and to enable You to provide the Services more effectively. If we make any Licensed Materials available to You, Logistics 911 grants You, during the Term, a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to use the Licensed Materials solely for the purpose of performing the Services. Neither You nor any of its employees, contractors, subcontractors, agents, and representatives (including, for the avoidance of doubt, any individual that You assigns to perform the Services) (“Personnel”) will copy, distribute, sublicense, modify, decompile, reverse engineer, or make derivative works based on the Licensed Materials or any part of the Licensed Materials. LOGISTICS 911 LICENSES THE LICENSED MATERIALS TO YOU “AS IS” AND MAKES NO WARRANTIES OF ANY KIND REGARDING THE LICENSED MATERIALS, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. LOGISTICS 911 DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL OPERATE UNINTERRUPTED, ERROR FREE OR PROVIDE ACCURATE, COMPLETE, OR UP-TO-DATE INFORMATION. LOGISTICS 911 WILL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE, OR CLAIM CAUSED BY OR ATTRIBUTABLE TO ANY DEFECT OR DEFICIENCY IN ANY LICENSED MATERIALS

3. Payment Terms.

We will pay You for providing Services based on the applicable commission and rate structure(s) and payment terms described in the Program Policies (“Payment Terms”). If You owes any amounts to us, or we pay or are obligated to pay any third party in satisfaction of any obligation (contractual or otherwise) You fails to meet, we can deduct those amounts directly from the payments Logistics 911 makes to you. You are a 1099 contractor, we DO NOT pay any national, state or local sales or use taxes or value added taxes that You are legally obligated to pay in connection with the Services.

Paid Weekly and Monthly based on services provided.
Earn 50% profit off all services provided.

4. Representations and Obligations.

(a) You represent and confirms to us, and agrees that:

(i) You are in good standing in its jurisdiction of formation and have all necessary power and authority to enter into and perform its obligations under this Agreement.

(ii) no person who directly or indirectly owns or holds any equity, financial (including debt), or other interest (including by contract) in You also directly or indirectly owns any equity, financial (including debt), or other interest (including by contract) in any other freight service partner participating in the Program; and

(iii) You will at all times:

(A) perform the Services in a competent and skillful manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services.

(B) comply with all laws, rules, and regulations, including all applicable employment laws (“Laws”).

(C) hold, maintain, and comply with all licenses, permits, authorities, and approvals required to perform the Services (“Licenses”).

(D) notify Logistics 911 immediately after becoming aware that any governing authority you have violated or any Law in connection with providing Services.

(E) comply with Logistics 911’s and any third party’s safety policies related to Logistics 911’s or the third party’s premises and freight cargo; and

(F) not infringe or misappropriate any third party’s trademarks, trade secrets, confidentiality rights, copyrights, patents, or any other intellectual property or proprietary rights (“Proprietary Rights”).

(b) You will comply with Logistics 911’s Supplier Code of Conduct.

(c) We make no promises or representations as to the amount of business that You can expect at any time under this Agreement. You can accept or reject any opportunity offered by us. We may give You forecasts, or other projections, but any plans, forecasts, and other projections are subject to change and will not bind Logistics 911. We may engage the services of other individuals that perform similar services as those provided by You, and You may perform similar services for other customers. We do not make any promise and do not guarantee that You will earn any level of revenue, income, or profits. Your results will depend on your own efforts and skills. Logistics 911 does not require You to maintain a fixed place of business in the area(s) in which You provides Services.

5. Audits and Records Retention; Data Collection and Use.

(a) Audits and Records Retention. You will keep true and complete records relating to the Services and this Agreement, including with respect to any payments You make to any other person (including You’s Personnel) or entity (collectively, “Records”). Logistics 911 and its designees may inspect the Records to verify You’s compliance with both applicable Law and this Agreement, including the Program Policies.

Within 48 hours of a request, you will provide us with access to, and electronic copies of, all Records requested by us in a form satisfactory to us. You will permit Logistics 911 and its designees to conduct an inspection of any facility from which you operate or conduct business within 48 hours of our request. Our rights under this paragraph will survive for three years after You stops providing the Services.

(b) Data Collection and Use. You acknowledge that data or other information will be collected or generated as You provide the Services. To the extent it is not already in Logistics 911’s possession, you will provide us with any and all Collected Data upon our request. Certain types of Collected Data may be collected and stored by third parties, and You authorize any third party with access to Collected Data to provide that Collected Data to Logistics 911. You consent to Logistics 911’s collection and use of Collected Data and agree to obtain any consents from its Personnel or other third parties to enable us to collect and use Collected Data without restriction. You agree that Logistics 911 owns all Collected Data and that we may use Collected Data and share Collected Data with third parties at our discretion. You waive and releases Logistics 911 from all claims arising out of or in any way related to our collection, use, or sharing of Collected Data.

6. Termination.

(a) In addition to the right of either party to prevent the automatic renewal of this Agreement as set out in Section 1(a) above, this Agreement may be terminated as follows:

(i) You may terminate this Agreement at any time and for any reason by giving us at least 30 days’ prior written notice of termination; however, You may not terminate this Agreement without cause with an effective date of termination and any termination that would otherwise become effective during that period will be suspended until the next-occurring; or

(ii) Logistics 911 may terminate this Agreement by providing written notice to You, (A) if You breaches this Agreement (including, for the avoidance of doubt, any Program Policy) and fails to cure the breach (if the breach is capable of being cured) within 30 days of receiving written notice of the breach from us, (B) if You fails to meet the Service Level Standards set out in the Program Policies for a sustained period of time, as defined in the Program Policies, (C) if You or any of its Personnel violates any applicable Law, (D) if any information that you or You provides to Logistics 911 (including in connection with Logistics 911’s vetting and onboarding processes) is not true and complete in all material respects, (E) if we decide to close, or materially reduce the delivery volume at, a delivery station or other distribution point from which You provides Services. (F) if You repeatedly breaches this Agreement (including, for the avoidance of doubt, any Program Policy), whether or not You cures one or more of the breaches, (G) if You fails to comply with the “our Compliance Requirements” described in the Program Policies, (H) at any time prior to You beginning to provide Services under this Agreement, if you breach or You breaches this Agreement (including, for the avoidance of doubt, any Program Policy) or if you or You fails to comply in a timely manner with any requirements of the Program communicated by Logistics 911 that must be completed prior to You beginning to provide Services, including onboarding and pre-launch preparations, or (I) if You fails to timely pay any operation amounts that are due.

(b) If the Payment Terms provided with respect to the Services changes, we will notify You by providing 30 days’ prior written notice to You.

(c) If You breaches this Agreement (including, for the avoidance of doubt, any Program Policy) and at the time of the breach You through our Program (as defined below), then at our request, you will no longer have access to our operation systems.

(d) If we terminate or decide to not renew this Agreement, we will not be liable for any severance payment, penalty, damages, loss of goodwill, or anticipated income or any expenditures, investments, leases, or commitments made by You.

(e) In connection with the termination or non-renewal of this Agreement for any reason, you will provide reasonable assistance to us in order to facilitate an orderly transition of the Services to Logistics 911 or another service provider designated by us.

(f) The following sections of this Agreement will survive termination or non-renewal of this Agreement: Representations and Obligations; Audits and Record Retention; Data Collection and Use; Termination; Confidentiality; Information Security; Independent Contractor Relationship; Limitation of Liability; Indemnification; Governing Law; Submission to Arbitration; Remedies; Entire Agreement; Assignment; Construction; and Notices.

7. Confidentiality; Information Security.

(a) You will:

(i) protect and not disclose the terms of this Agreement and any other information that is identified as confidential or that reasonably should be considered confidential to Logistics 911 regardless of when received (“Confidential Information”).

(ii) use Confidential Information only to fulfill You’s obligations under this Agreement; and

(iii) promptly return to Logistics 911 or destroy Confidential Information when requested by us or when this Agreement is terminated or not renewed.

You will not, without our prior written consent, (A) use any trademark or other Proprietary Right of Amazon (except as otherwise expressly permitted by this Agreement), (B) issue press releases or other publicity relating to Logistics 911, the Program, or this Agreement, or (C) refer to Logistics 911 or its Affiliates in any advertising or promotional materials. “Affiliate” means, with respect to any entity (the “subject entity”), any person or other entity that directly or indirectly controls, is controlled by, or is under common control with, the subject entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

(b) You will use any personally identifiable information concerning Logistics 911’s customers, suppliers, employees, or contractors, including names, addresses, e-mail addresses, telephone numbers, building or community access codes, and financial information (collectively, “Personal Information” and together with Confidential Information, collectively, “Logistics 911 Information”), solely for the purpose of providing Services. You will not transfer, disclose, or sell Personal Information and will not develop lists of or aggregate Personal Information. You will delete Personal Information upon our request.

(c) You will comply with Logistics 911’s standards for protecting the confidentiality and integrity of all transmissions of Logistics 911 Information. You will immediately inform Logistics 911 of any actual or suspected unauthorized access, collection, acquisition, use, transmission, disclosure, corruption, or loss of Amazon Information (each, an “Information Security Incident”), and You will cooperate with Logistics 911 and take all actions required by Logistics 911 to rectify all Information Security Incidents. If Law requires you to retain archival copies of Logistics 911 Information for tax or similar regulatory purposes, you will store the Logistics 911 Information in accordance with Logistics 911’s information security policies in effect from time to time.

8. Independent Contractor Relationship.

You are an independent contractor of Logistics 911. You have exclusive responsibility, including exclusive control overcompensation, hours, and working conditions. You are not eligible for any employee benefits available to employees of Logistics 911 or any of its Affiliates. Neither You nor any of its Personnel has any authority to bind Logistics 911 to any agreement or obligation.

9. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) LOGISTICS 911 WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ECONOMIC LOSS, LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL, AND ANY OTHER SIMILAR LOSS; AND

(b) LOGISTICS 911’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE PROGRAM IS LIMITED TO THE TOTAL AMOUNT PAID BY AMAZON TO YOU FOR THE PARTICULAR SERVICES GIVING RISE TO LIABILITY IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT(S) GIVING RISE TO THE CLAIM, EXCEPT THAT NOTHING IN THIS PARAGRAPH LIMITS LOGISTICS 911’S OBLIGATION TO PAY YOU FOR SERVICES RENDERED AS REQUIRED UNDER THE TERMS OF THIS AGREEMENT.

10. Indemnification.

You agree to defend and indemnify Logistics 911, its Affiliates, and its and their respective directors, officers, employees, and agents (collectively, the “Logistics 911 Indemnified Parties”) and hold them harmless for any loss or damage incurred by them, or any claim brought by a third party against them arising out of or in connection with:

(a) any act or omission by you, including any act or omission resulting in the loss or damage to any property, or any other loss.

(b) breach of this Agreement (including, for the avoidance of doubt, any of the Program Policies).

(d) any negligence, strict liability act or omission, fraud, or willful misconduct of you.

(e) any failure by You to satisfy any obligation (contractual or otherwise) to any third party, including any failure to pay amounts owed to a third party.

11. Governing Law; Submission to Arbitration.

This Agreement is governed by the United States Federal Arbitration Act, applicable United States federal law, and Washington state law, without reference to any applicable conflict of laws rules. ANY DISPUTE ARISING OUT OF THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing You’s claim to Logistics 911’s registered agent, which is Corporation Service Company, 1170 Peachtree Street, Atlanta GA 30309. The arbitration will be conducted by the American Arbitration Association (the “AAA”) under its rules, including the AAA’s Commercial Arbitration Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. YOU AND LOGISTICS 911 EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, You and Logistics 911 each waive any right to a jury trial. You and Logistics 911 also both agree that You or Logistics 911 may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

12. Modifications; Waivers.

We may modify this Agreement (including, for the avoidance of doubt, the Program Policies) at any time by posting a revised version in the Portal or by otherwise providing notice to You. You are responsible for reviewing this Agreement regularly to stay informed of any modifications. IF YOU CONTINUES TO PERFORM THE SERVICES AFTER THE EFFECTIVE DATE OF ANY MODIFICATION TO THIS AGREEMENT, YOU AGREES TO BE BOUND BY THE MODIFICATIONS. IF YOU DOES NOT AGREE TO THE MODIFICATIONS, YOU MUST STOP PERFORMING SERVICES. Neither party waives any right under this Agreement by failing to insist on compliance with any of the provisions, or by failing to exercise any of its rights. Any waivers granted are effective only if recorded in writing signed by an authorized representative of the party granting the waiver.

13. Operation Monthly Services Cost.

Logistics Career Specialists and Career Services Partners are responsible for paying the NON REFUNDABLE monthly operation cost. The Logistics Career Specialists can pay and cover the cost based on performance and if the Logistics Career Specialists are not meeting the performance quota of maintaining two (2) active job postings monthly the agreement can be terminated.