IN CONSIDERATION of the mutual promises made herein, and other good and valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, the parties agree and covenant as follows:

 

1.) ELIGIBILITY: Our services are available only to corporate or other entities, or individuals who can form legally binding contracts under applicable law. Provider must be must already have an established computer service business and have at least 2 years of computer repair experience. You must carry business insurance and have appropriate references that the Company can check on. Without limiting the foregoing, our services are not available to minors, to anyone under 21 years of age, or to temporarily or indefinitely suspended members. If you do not qualify, please do not use our services. Further, your profile account (including feedback) and ID may not be transferred or sold to another party which is unrelated to you. If you are registering as a business entity, you represent that you have the authority to bind the entity to this agreement.

 

2.) ENGAGEMENT: The Company hereby engages the Provider to provide the work set forth and described in the “SCOPE OF WORK” herein below, and agrees to pay the Provider the compensation described below. The Provider hereby accepts this arrangement and covenants to perform the services set forth hereinafter for the compensation described below.

 

3.) SCOPE OF WORK: The Company hereby engages the Provider to supply computer repair services as an independent contractor.

 

4.) COMPENSATION: As compensation for the services to be provided herein, Company agrees to provide Provider with business jobs. Provider agrees to compensate the Company the sum of $17.00 for each hour of service rendered to the Customer (hereinafter referred to as the “Contract Sum”) for all services provided to that customer for the initial job. Any future business conducted with that customer the Contract Sum will be $10 per hour. You, the Service Provider, in return have a new customer for your business. You, the Service Provider, are responsible to invoice the customer for your work. The Company will provide the Provider with other products to sell to your customers through our Affiliate Program. We encourage you to sign up for our affiliate program which will add your company to our Affiliate System. We encourage that you make a link back to our web site and we will link back to your web site. You, the Service Provider, will provide the support for the client going forward. The Contract Sum shall be paid by the Provider to the Company after Service Provider finishes job. You can pay either online by Pay Pal, Credit Card – VISA - AMEX, MC, DISCOVER CARD or by a Business Check which is accessible via your online tech account. Example: Job takes 2 hours and 15 minutes to complete ($17 + $17 + $4.25 = $37.25). The sum of $37.25 needs to be remitted to VIPGeek Corporation. All our jobs are fully automated and archived for your viewing.

VIPGeek assumes a National Average Rate of $85.00/HR for all computer services.

VIPGeek allows you the Provider to negotiate the price with your customer. When we dispatch a call, the customer is told that the price is anywhere from $40.00 to $110.00 per hour to be determined by the location and technician that services the call.

VIPGeek referral fee is $17.00 per hour – 1 Hour Minimum. For example, if your initial visit is a 2.5 hour job, and you charge $60/hour – You make $150.00 and then you remit back $42.50 to VIPGeek. All future business with that customer drops down to $10/hour paid to VIPGeek.

 

5.) INDEPENDENT CONTRACTOR RELATIONSHIP: The Provider is an independent contractor and is not an employee, servant, agent, partner or joint venture with the Company. The Company shall merely designate the scope of the work to be completed and performed by the Provider and the date, time and place for the performance of the work. The Provider shall determine the legal means by which he or she shall accomplish the job and acknowledges that he or she is not under the command and control of the Company. The Company is not responsible for withholding, and shall not withhold, FICA or any other income related taxes of any kind from any payments which it makes to the Provider. The Provider shall not be entitled to receive any benefits which employees of the Company are entitled to receive and shall not be entitled to workers’ compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions, profit sharing or Social Security on account of any of his or her work for the Company.

 

6.) SUBCONTRACTORS/EMPLOYEES OF PROVIDER: The Provider shall be solely responsible for any and all payments to its subcontractors or employees, if any. The Provider shall be solely responsible for paying any and all taxes, FICA, workers’ compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions, profit sharing and all other benefits for the Provider and any of its subcontractors, employees, servants and agents, if any.

 

7.) RISK: The Provider shall perform the work at his or her own risk. The Provider assumes all responsibility for any damage to Customer’s equipment, data, premises, lost profits or any special, incidental or consequential damages arising out of or in connection with materials used by Provider in performing this Agreement.

 

8.) RELEASE: Because the Company is a marketing venue, in the event that the Provider has a dispute with one or more Customers, you release the Company (and our officers, members, agents, subsidiaries, joint ventures and employees) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

 

9.) ARBITRATION: Any controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by Company to collect our fees and/or recover damages for, or obtain an injunction relating to, the Company operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.

The arbitration shall be conducted in a location of our choice, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either the Provider or the Company may seek any interim or preliminary relief from a court of competent jurisdiction in a location of our choice necessary to protect the rights or property of the Provider or the Company pending the completion of arbitration. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs.

 

10.) ASSIGNMENT: The Company may assign any or all of its rights and duties under this Agreement at any time, and from time to time, without the consent of the Provider. The Provider may not assign any of its rights or duties under this Agreement without the prior written consent of the Company; which consent shall not be unreasonably withheld.

 

11.) LAW/MISCELLANEOUS: This Agreement shall be governed and construed in accordance with the laws of the State of Illinois and in the event of any litigation arising out of this Agreement; the prevailing party shall be entitled to recover their costs, including reasonable attorneys’ fees, in any said action. The venue for any such action shall be the appropriate court in and for Kane County, Illinois; the party’s hereby expressly waiving any and all venue rights to the contrary. This Agreement shall not be construed more strictly against either party because it was the draftsman of the Agreement and in the event that any provision hereof is declared to be unenforceable; the remaining provisions shall survive and remain enforceable.

 

12.) PERFORMANCE: The Provider agrees to conduct the service as described in the scope of work in a qualified, skilled, and professional manner. Service Guarantee - "100% Satisfaction Guaranteed." You agree that you will represent the quality of your work, for all of the Customers who engage you, with a "100% Customer satisfaction guarantee" as well as provide 30 days warranty on your work and 90 days warranty on any provided parts for the job that you complete. Failure to provide quality work and satisfy the Customer may result in a negative rating on our system. Any disputes should be resolved between the Provider and Customer.

 

13.) TAXES: Such Service Provider will complete the work order in the profile separately indicating any parts charges, and any federal, state and/or local sales tax, or other applicable taxes, fees, etc. for each work order. The Service Provider acknowledges that he/she is solely responsible for billing the correct amount of sales and/or any other applicable taxes to the Customer for services performed and also agrees to remit these taxes to the appropriate taxing authorities when due. If the Customer indicates that they are "Tax Exempt", it is the Service Provider's responsibility to obtain proof of the Customer's tax exempt status and provide that proof to the appropriate taxing authorities if requested.

 

14.) NDA – NON DISCLOSURE AGREEMENT: Provider agrees that he will not disclose, to any third party, any information whatsoever concerning any Customer or the Company unless such information is already in the public domain. Providers will give to Customers only applicable billing and delivery service information. You agree that you will not violate any federal, state or local laws with respect to unauthorized access to or use of information contained on end Customer computers or systems. (i.e. Gramm - Leach - Biley Act, HIPAA Privacy Rule).

 

15.) CALIFORNIA PROVIDERS: If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Each Service Provider performing services in California specifically represents that he/she is, and will remain, in full compliance with all California laws protecting consumers, including the regulations relating to the Bureau of Electronic & Appliance Repair (BEAR), contained in Title 16, California Code of Regulations, Div 27.

 

16.) NATIONWIDE VIPGEEK NETWORK: Service Provider acknowledges that the Company has expended significant sums to create its network. Service Provider will not attempt to circumvent the Company Network System in any way, including dealing outside of the Company System with any party introduced to the Provider through the System. Provider will indemnify and hold harmless the Company against any claims or liabilities arising directly or indirectly from a Provider's action or inaction, whether a claim of the Provider or of a third party.