Service Agreement

 

By Agreeing to purchase a Curated Lifestyle Management package, you, agree to the following:

Curated Lifestyle Management, hereinafter referred to as (“FIRM”), and User, hereinafter referred to as (“CLIENT”) agree to the terms and conditions set forth in this Agreement (the “Agreement”).

FIRM’s Duties and Responsibilities

FIRM will:

Recruit, screen, interview, and assign its personnel (“Assigned Contractor or Assignee”) to perform the type of work described in package chosen by CLIENT.

Pay Assigned Contractors’ fees and provide them with the benefits that FIRM offers to them, if any.

Make reasonable efforts to provide a similarly qualified replacement in case an Assigned  Contractor does not report to work;

Require Assigned Contractor or Assignee to sign agreements acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, or retirement plans, or any other benefits offered or provided by CLIENT; and

Require Assigned Contractor or Assignee to sign confidentiality agreements before they begin their assignments to CLIENT.

CLIENT’s Duties and Responsibilities

CLIENT will:

Properly supervise Assignee performing its work and be responsible for its business operations, products, services, and intellectual property;

Properly supervise, control, and safeguard its processes, and systems and limit their duties strictly to duties set forth to duties normally performed virtually;

If the duties of the Assigned Contractor shall be outside the scope of those that  are virtual, the duties shall be approved by the FIRM before the Assigned Contractor shall perform those duties.  

Provide Assignee with appropriate information and training to safely and accurately perform the duties assigned to Assignee.

Not change Assignee s’ job duties without FIRM’s express prior written approval;

Exclude Assignee from CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to Assignee s’ compensation or benefits; and

Not entrust Assignee  with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without FIRM’s express prior written approval or as strictly required by the job description provided to the FIRM.

Payment Terms, Bill Rates, and Fees

CLIENT will pay FIRM for its performance at the rates set forth in package chosen by CLIENT and will pay any additional costs or fees set forth in this Agreement. Payment will be debited via monthly subscription service. Payment is due on receipt of invoice and/or date of monthly withdrawal. Invoices not paid within 15 days from receipt of the invoice will be considered past-due. Past-due invoices will be charged a fee of $30 plus 1.5% per month until paid. Invoices will be supported by the pertinent time sheets or other agreed system for documenting time worked by the Assignee. CLIENT’s signature or other agreed method of approval of the work time submitted for Assignee certifies that the documented hours are correct and authorizes FIRM to bill CLIENT for those hours. If a portion of any invoice is disputed, CLIENT will pay the undisputed portion upon receipt of the invoice, subject to the terms in this Section 6.

If CLIENT uses the services of any Assignee  as its direct employee, as an independent contractor, or through any person or firm other than FIRM during or within six (6) months after the end of any assignment of the Assignee to CLIENT from FIRM, CLIENT must notify FIRM immediately and (a) continue the Assignee assignment from  FIRM until he or she completes 1,040 consecutive work hours for CLIENT; or (b) pay FIRM an additional fee (the “Conversion Fee”) in the amount of 500 times the final hourly billing rate for that Assignee, or $ 12,500.00, whichever is greater. However, under option (a) above, the length of the required assignment continuation will be reduced by the Assignee’s pre-notice work hours within the previous year for which CLIENT has paid or for which CLIENT has not yet been invoiced.

Confidential Information

Both parties may receive information that is proprietary or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of CLIENT’s confidential information will be imputed to FIRM as a result of Assignees’ access to such information.

Cooperation

The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assignees.

Indemnification and Limitation of Liability

To the maximum extent permitted by law, FIRM will defend, indemnify, and hold CLIENT and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by FIRM’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 1; or the gross negligence, or willful misconduct of FIRM or FIRM’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

To the extent permitted by law, CLIENT will defend, indemnify, and hold FIRM and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by CLIENT’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 2; or the negligence, gross negligence, or willful misconduct of CLIENT or CLIENT’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY FIRM OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. FIRM MAKES NO ASSURANCE AS TO THE RESULTS OF ITS SERVICES, AND FIRM IS TO BE PAID FOR SERVICES RENDERED IRRESPECTIVE OF THE RESULTS OF SUCH SERVICES.

 NEITHER PARTY SHALL BE LIABLE FOR OR BE REQUIRED TO INDEMNIFY THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR LOST PROFIT DAMAGES THAT ARISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF HOW CHARACTERIZED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 As a condition precedent to indemnification, the party seeking indemnification will inform the other party within two (2) business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.

Arbitration

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration hearing shall take place in Houston, Harris County, Texas before a panel of three arbitrators. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Miscellaneous

Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.

No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.

This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.

The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.

The failure of a party to enforce the provisions of this Agreement will not be interpreted as a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.

CLIENT will not transfer or assign this Agreement without FIRM’s written consent.

Any notice or other communication will be deemed to be properly given only when sent via secure electronic communication or via the United States Postal Service or a nationally recognized courier, addressed as shown on the first page of this Agreement.

Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.

Nature of Relationship

The services that FIRM will render to CLIENT under this Agreement will be as an independent contractor. Nothing contained in this Agreement will be construed to create a relationship of principal and agent, or employer and employee, between FIRM and CLIENT.

Headings

The headings of the paragraphs of this Agreement are inserted solely for the convenience of reference. They will in no way define, limit, extend, or aid in the construction of the scope, extent, or intent of this Agreement.

Agreement Interpretation

The rule of construction that ambiguities in an agreement are to be construed against the drafter will not be invoked or applied in any dispute regarding the meaning of any provision of this Agreement.

Choice of Law

This agreement will be governed by and construed in accordance with the laws of the state of Texas, without reference to any conflicts of law principles thereof.

Assignment of Agreement

CLIENT shall not transfer or assign this Agreement without the written consent of FIRM, and any attempted assignment without such consent shall immediately terminate this Agreement.

Responsibility for Training

In case either the CLIENT or the FIRM require additional training of any Assignee  in the CLIENT’s specific policies and procedures before the beginning of the assignment, the time of such training will be billed to the CLIENT as if the Assignee  was working normally under the present Agreement during the training time period.

Term of Agreement

This Agreement will be for a term set forth in chosen package by User. The Agreement may be terminated by either party upon 15 days’ written notice to the other party, except that, if a party becomes bankrupt or insolvent, discontinues operations, or fails to make any payments as required by the Agreement, either party may terminate the agreement upon 72 hours written notice. Unless the Agreement is cancelled or a renegotiation notice is sent 30 days prior to the Agreement’s expiration date, the Agreement will be renewed automatically upon expiration for an additional 1 month term. Termination of this Agreement shall not be effective with respect to any placed Assignee until their placements are terminated or cease.

Enforcement. If any sums due to FIRM are not paid when due, interest shall accrue thereon at the rate of $30 plus 1.5% per month until paid in full. Any action to collect any sums due under this Agreement may be brought in Harris County, Texas, and the parties consent to jurisdiction and venue in such County. In any action or proceeding to enforce or construe this Agreement, the prevailing party shall be entitled to recover their actual attorney’s fees and costs.