This Technology Agreement ("Agreement" or "Technician Agreement") is a contract between Service Trading Company, Inc. dba Bestek, a Delaware corporation ("Bestek" and "us"), and a licensed, insured and independently owned and operated Technician ("you") who provides services such as installation; assembly; measuring; set-up; unpacking; haul away; inspection; repair; replacement; or other types of services to Consumers delivered at a Consumer's location (the "On-Site Services").
Bestek connects independent Technician to Consumers. You are entering into this Agreement to access and use the Bestek App, Website and related tools ("Bestek Technology"). You can request, receive and complete Workorder requests from Consumers using the Bestek Technology. You acknowledge and agree that Bestek is a provider of technology services and does not provide On-Site Services.
ARBITRATION NOTICE: IF YOU WANT TO USE THE BESTEK TECHNOLOGY TO REQUEST AND RECEIVE WORKORDERS, YOU MUST AGREE TO THESE TERMS AND CONDITIONS AND ALSO THE TERMS AND CONDITIONS SET FORTH AT www.buyitinstalled.com/utc. THIS INCLUDES THE ARBITRATION PROVISION IN THE UNIVERSAL TERMS AND CONDITIONS. ("UTC"). EXCEPT FOR CERTAIN TYPES OF DISPUTES THAT WE DEFINE IN THE ARBITRATION PROVISION OF THE UTC, YOU AGREE THAT DISPUTES BETWEEN YOU AND BESTEK WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR A CLASS-WIDE ARBITRATION. IF YOU DO NOT WANT TO ARBITRATE CLAIMS WITH BESTEK, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION.
1. The Bestek Technology
a. Your On Site Service Workorders. You may select to be a Primary Technician or Secondary Technician or Tertiary Technician when you register for Bestek. You may also select the geographic area where you would like to provide On-Site Services. By selecting the Primary Technician designation, you indicate that you want the option to accept a larger percentage of Workorders for the geographic area where you will provide On-Site Services than other Technician in your same geographic area. Secondary Technician have the option to accept a smaller percentage of Workorders than Primary Craftsman, and Tertiary Technician have the option to accept an even smaller percentage of Workorders than Secondary Technician. Thus, you can control the number of Workorders you are sent by changing your status from Primary Technician to Secondary Technician or Tertiary Craftsman. You can also reduce the number of Workorders you are sent by changing the boundaries of the geographic area you serve. If you make the boundaries of the area where you provide On-Site Services smaller, then you will be eligible to accept fewer Workorders. Conversely, if you make the boundaries of the area where you provide On-Site Services larger, then you will be eligible to accept more Workorders. Bestek will send you Workorders based on your designated geographic area and your designation as Primary Technician or Secondary Technician or Tertiary Craftsman. Bestek may also send you fewer Workorders than you want to receive, or none at all. Bestek has discretion in choosing whether to send you any Workorders, and you have discretion in choosing whether to accept or keep any Workorders. You can also always cancel a Workorder after it is accepted pursuant to the Product Policy.
b. Acceptance of a Workorder. Your Workorder will provide you with certain Consumer Information, including the Consumer's first name, contact information and the On-Site Service location. Because we want Consumers to be profoundly satisfied and happy with your On-Site Service and Bestek, we recommend that you acknowledge Workorders promptly and release any Workorders you cannot complete. After you receive a Workorder, the Bestek Technology (or an App or Website of another party to the UTC) may provide information about you to the Consumer, including your business name, the names of registered Technician who work with your business, and your contact information.
c. Consumer Information. You may only use Consumers' information to fulfill Workorders. Except for purposes directly related to the provision of On-Site Services, you will not contact Consumers or share their personal data for any reason.
d. On Site Service Work. You are solely responsible for determining the most effective and safe manner to provide each On-Site Service, and you will provide all necessary equipment, tools and other materials, at your own expense, necessary to provide On-Site Services. Bestek will supply only the Bestek Technology.
e. Registration. All person(s) who provide On-Site Services must complete registration with Bestek, through the Bestek App or website, prior to providing On-Site Services. You will receive confirmation at the main email address on your Bestek account with a list of person(s) who have completed the full registration process with Bestek and are registered to provide On-Site Services on behalf of you. You agree not to bring any person(s), other than those currently registered with Bestek to provide On-Site Services, to an On-Site Service appointment.
2. How It Works Between You & Consumers | You & Bestek
a. Your Relationship with Consumers. Your On-Site Service work for the Consumer creates a direct business relationship between you and the Consumer. Bestek is not liable for the actions or inactions of a Consumer in relation to you, your activities or your equipment. You have the sole responsibility for any obligations or liabilities to Consumers or third parties that result from your provision of On-Site Services. You are responsible for taking measures as may be reasonable and proper (including maintaining adequate insurance as provided in Section 3(c)) regarding any acts or omissions of a Consumer or third party. Bestek may release your contact and/or insurance information to a Consumer upon such Consumer's reasonable request.
b. Your Relationship with Bestek. You have a direct business relationship with Bestek once you accept a Workorder. Bestek does not direct or control you or your occupation, including your provision of On-Site Services, your acts or omissions, or your operation and maintenance of your business. You have the option on the Bestek App and Website to decline or release a Workorder. You may also cancel an accepted Workorder, subject to Bestek's product matrix available at www.buyitinstalled.com/recil. You have complete discretion to provide other services, including the same and similar services to other parties and through other technology platforms in addition to the Bestek Technology, or otherwise engage in any other business or employment activities. Bestek does not ask or require that you display the Bestek name, logo or colors. Bestek also does not ask or require that you wear any specific clothing. Bestek may deactivate your account or otherwise limit the number of Workorders you receive if you violate or allegedly violate this agreement, disparage Bestek or any other party to the UTC, your act or omission harms Bestek's brand, reputation or business, or any other party to the UTC's brand, reputation or business, as determined by Bestek in its sole discretion.
c. Your Current Business. You currently are a Technician or other installation or technology professional with an existing Consumer base who provides services and work independently of Bestek, and you intend to continue to provide work independently of Bestek.
d. Consumer Satisfaction Scores
i. Your Consumer Satisfaction Score. After receiving On-Site Services, Consumers will be asked to score you on a scale of 1.0 to 5.0, with 5.0 being the highest possible score. Bestek relies on the profound satisfaction and happiness of Consumers with their On-Site Service experience to remain a competitive technology platform. For you to remain active on Bestek, you must maintain an average score by Consumers that exceeds 4.0/5.0. Your average score is given by Consumers to indicate their satisfaction with your On-Site Service rather than your observance of any of Bestek's policies or recommendations. If your average score falls below 4.0/5.0, Bestek will notify you and may provide you, in its discretion, a limited time-period to raise your average score. If you do not raise your average score within the time-period allotted (if any), Bestek may restrict your Bestek account or the number of Workorders you receive.
ii. Distribution of Your Consumer Satisfaction Score. Bestek may use, share and exhibit your score and reviews written about you by Consumers in any manner related to the business of Bestek and any other party to the UTC without attribution to you or your approval. You agree that Bestek is a distributor and not publisher of your score and reviews, notwithstanding the fact that Bestek may edit or remove reviews that are obscene, defamatory, threatening, discriminatory, otherwise objectionable, violate privacy laws, other applicable laws or Bestek policies.
e. Workorder Completion | Use of Your Phone. You may want to you use the Bestek App on your phone for convenience. In addition, when you complete an On-Site Service appointment, the Consumer will be asked to sign off that the Workorder is complete in order for you to receive your On-Site Service Fee for the Workorder. The signoff can occur on your phone. To use the Bestek App on your phone (or other device) and for Consumer sign-off of Workorders to occur on your phone, you will be required to provide and maintain your phone (or other device) and also phones (or other devices) for anyone doing work on your behalf, including active data plans, all at your own expense.
3. On Site Service Requirements
a. Your Requirements. You have and will maintain (i) all Technician and other licenses, permits, insurance, approvals and authority applicable to you that are necessary to provide On-Site Services pursuant to Workorders; (ii) the current level of training, qualifications and experience to provide On-Site Services in a professional manner with due skill, care and diligence; and (iii) high standards of professionalism, service and courtesy, including ensuring all On-Site Services are provided by Bestek registered person(s) not under the influence of alcohol or any illegal substance(s). You will comply with all OSHA requirements and other regulations, ordinances and codes. You will be solely responsible for payment of any fines levied as a result of your breach of OSHA requirements and other regulations, ordinances and codes, which may be offset from amounts due to you by Bestek, subject to applicable laws.
b. Background Checks. You may be subject to background checks, in compliance with applicable law, from time to time to be eligible to provide, and remain eligible to provide, On-Site Services. Bestek reserves the right, at any time, in Bestek's sole discretion, to restrict you from the Bestek Technology if you or anyone providing On-Site Services on your behalf fails to meet the requirements set forth in this Agreement.
i. Commercial General Liability. You agree to maintain during the term of this Agreement on all On-Site Services provided by you under this Agreement Commercial General Liability coverage on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, the general aggregate limit shall be twice the required occurrence limit. You agree to provide Bestek a copy of the insurance policy, policy declarations, certificate of insurance and proof of premium payment for the insurance policy required in this Section 8 upon request. Furthermore, you must provide Bestek with written notice of cancellation of any insurance policy required by Bestek. Bestek has no right to control your selection or maintenance of your policy. You must be a named insured on the insurance policies required by this Section 3 at all times.
ii. Workers' Compensation and Employer's Liability. You agree to maintain during the term of this Agreement workers' compensation insurance and employer's liability insurance (if you have employees) as required by all applicable laws in your state, county or city and with limits of no less than $1,000,000 per accident for bodily injury or disease.
iii. Automobile Liability. You agree to maintain during the term of this Agreement automobile liability coverage, or if you have no owned autos, hired and non-owned automobile liability coverage, with limits of no less than $1,000,000 per accident for bodily injury and property damage.
iv. Insurance Company Ratings. You agree all insurance policies required to be maintained under this Section 3(c) will be issued by insurers with an "A-VII" or better A.M. Best Co. rating in the current Property-Casualty Edition and authorized to do business in the state in which the Workorder is located.
v. Bestek Insurance. Bestek may maintain during the term of this Agreement insurance related to your provision of On-Site Services as determined by Bestek in its reasonable discretion, provided that Bestek is not required to provide you with any specific insurance coverage for any loss to you or your business. You are required to promptly notify Bestek of any accidents or errors that occur while providing On-Site Services and to cooperate and provide all necessary information related thereto.
d. Registration & Documentation. In order for you to provide On-Site Services, you must agree to and sign this agreement. If you are a business entity, all person(s) providing On-Site Service(s) for you must be either owners or W-2 employees of you (the entity signing this agreement) and must have full insurance coverage under your business insurance policies as required by Section 2(c) above. To ensure your compliance with Sections 2(a)-(c) above, all person(s) who will provide On-Site Service(s) on behalf of you must complete registration with Bestek through the Bestek App or Website. Each individual person(s) providing On-Site Service(s) may be required to show proof of employment, insurance coverage and submit a background consent and complete a background screening to become registered to provide the On-Site Service(s). You also agree to provide Bestek with written copies of all licenses, permits, approvals, registrations, insurance and certifications upon its request prior to your provision of any On-Site Service(s). Thereafter, you must submit to Bestek written evidence of all such licenses, permits, approvals, insurance, registrations and certifications as they are renewed. Bestek may review such licenses, permits, approvals, insurance, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing will be a material breach of this Agreement. Bestek may independently verify your documentation from time to time in its reasonable discretion.
4. On Site Service Payments
a. Nominee Recipient. You may charge a fee for each completed Workorder ("Fee"). You appoint Bestek as your Nominee Recipient for the sole purpose of accepting the Fee and Out-of-Scope Work Fees, and you agree that payment made by a Consumer to Bestek (or a partner of Bestek acting as an agent of Bestek) or another party to this UTC shall be considered the same as payment made directly by a Consumer to you.
b. On Site Service Fee Calculation and Your Payment. Between you and Bestek, the Fee amount is set by you for each Scope of Work that you elect to receive Workorders to complete. Bestek agrees to remit the Fee less the applicable On-Site Service Commission (defined below) to you within one week after you complete On-Site Services. You acknowledge and agree that the Fee is the only compensation you will collect for your provision of On-Site Services. You are also entitled to charge the Consumer for any Out-of-Scope Work pursuant to Section 5 herein required during the provision of On-Site Services, if applicable.
c. Changes to Your On Site Service Fee. Bestek may change the Fee at any time in its discretion. Bestek will provide you with notice of the change. Continued use of the Bestek Technology and your acceptance of a Workorder after any such change in the Fee shall constitute your consent to such change.
d. Adjustments to Your On Site Service Fee. Bestek reserves the right to adjust the Fee for a particular Workorder (e.g., you made a technical error, failed to receive a Consumer signature of completion, etc.); or (ii) cancel the Fee for a particular Workorder (e.g. Consumer is charged for On-Site Services that were not completed, Consumer Complaint, fees are levied because you violated code or safety regulations while providing the work, etc.). Bestek's decision to reduce or cancel the Fee in any such case will be applied in a reasonable manner and in compliance with all applicable laws.
e. On Site Service Commission. In consideration of Bestek's provision of the Bestek Technology for your use and benefit hereunder, you agree to pay Bestek a service fee ("On-Site Service Commission") on a per Workorder basis calculated as a percentage of the Fee, as provided to you on the Workorder or otherwise made available electronically by Bestek from time to time for the applicable Scope of Work. Bestek may change the On-Site Service Commission at any time in its sole discretion based upon market factors, and Bestek will provide you with notice in the event of such change. Continued use of the Bestek Technology and acceptance of a Workorder after any such change in the On-Site Service Commission shall constitute your consent to such change.
f. Cancellation Charges. Consumers may elect to cancel On-Site Service Appointments that have been accepted by you via Workorders and/or scheduled by you with the Consumer at any time prior to your arrival or after your arrival for On-Site Services. If a Consumer cancels a Workorder, Bestek may charge the Consumer a cancellation fee or trip fee on your behalf pursuant to the product matrix at www.buyitinstalled.com/recil. If charged, the cancellation fee or trip fee will be considered the Fee for the cancelled Workorder for the purpose of transmittal to you ("Cancellation Fee") less a service fee from Bestek. This Cancellation Fee is a recommended amount, and you may negotiate a different lesser amount. You may charge a cancellation fee that is less than the Cancellation Fee or waive the Cancellation Fee altogether as permitted by the product matrix.
g. Reporting (Tax). You must complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of On-Site Services as required by applicable law. You also must provide Bestek with all relevant tax information. You are responsible for taxes on your own income resulting from On-Site Services. Notwithstanding the former, based on applicable tax obligations and using its reasonable discretion, Bestek may collect and remit taxes from your provision of On-Site Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4(g) directly to the applicable governmental tax authorities on your behalf or otherwise.
5. Out of Scope Work. You may arrive at an On-Site Service location for a Workorder and determine that you cannot complete the scope of work in the Workorder without first completing other work at the On-Site Service location. This other work that you must complete first in order to complete the On-Site Service is considered "Out-of-Scope." In these cases, you must notify the Consumer of the visible Out-of-scope requirements before beginning any work at all. You must also review the Scope of Work statement which the Consumer purchased from you for the On-Site Service and also the additional Out-of-Scope work which is needed to complete the On-Site Service. If the Consumer chooses to purchase the additional Out-of-Scope work from you to complete the On-Site Service, you can call Bestek to provide the additional cost and scope of the Out-of-Scope work to Bestek so that it can act as the limited Nominee Recipient for the payment to you by the Consumer for this work. If the Consumer chooses not to proceed with any work at all, then you will not complete any work under the Workorder, the Workorder will be cancelled, and you will receive a $50.00 trip fee for the Workorder pursuant to the product policy at www.buyitinstalled.com/recil.
6. Liens. You will keep the On-Site Service location free and clear of all construction and other liens arising out of the Workorder. If any liens arising out of the Workorder are filed by any person or entity related to you, at your cost and within ten (10) days after demand from Bestek, the Consumer or the owner of the On-Site Service location you shall satisfy said lien or post and perfect a bond under applicable law so as to remove the lien from the On-Site Service location. If you fail to discharge such lien or post adequate security with respect thereto within ten (10) days after the demand to do so, then Bestek, the Consumer or the owner of the On-Site Service location may discharge such lien, and you will be liable to Bestek, the Consumer or the owner of the On-Site Service location for all damages, costs, losses and expenses (including all attorneys' fees and costs) relating to such discharge.
a. Disclosure of Your Information. Subject to applicable law, Bestek may, but shall not be required to, provide to you, a Consumer, an insurance company, relevant authorities and/or regulatory agencies information about you or any On Site Services provided by you, including information obtained in a background check and personal data if: (a) it is necessary, in Bestek's sole discretion, by applicable law or regulatory requirements; (b) it is needed to enforce this Agreement; (c) there is a complaint or dispute between you and a Consumer; (d) it is required, in Bestek's sole discretion, to protect the safety, rights, property or security of Bestek or any third party, including the public at large; (e) to identify and/or address fraud, security or technical issues; (f) it is required, in Bestek's sole discretion, to verify insurance or other information related to your ability to qualify or remain qualified as a provider of On Site Services.
b. Data Collection. Bestek may collect your personal data during your application process and use of the Bestek Technology, or it may collect information about you from third parties. This information may be stored, processed, transferred, and accessed by Bestek, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Bestek's legitimate business needs. You fully consent to such use of personal data. Bestek may keep your personal data for legal, compliance, safety and other required purposes after this Agreement terminates.
8. Representations, Warranties & Guaranty; Disclaimers
a. Warranty of Your Work. You warrant that for the provision of each Workorder and for one (1) year from Completion of each Workorder, your work shall be: (i) performed in a diligent, efficient, trustworthy and workmanlike manner, according to the industry standards and practices in the field; (ii) new, complete, fit for the purposes intended, of suitable grade for the intended function and use, and free from faults and defects; (iii) in accordance with all of the requirements of this Agreement, including in accordance with applicable laws, regulations, ordinances and codes; and (iv) free from all encumbrances to title. You will return within ten (10) days, at no charge, to correct any breach of this warranty in your work pursuant to a Workorder or Out-of-scope Service.
b. Guaranty of Your Work. You guarantee Consumer satisfaction with the On-Site Service provided. For a period of thirty (30) days from the date you provide On-Site Services, you agree to make all reasonable efforts to correct any issues the Consumer may have with On-Site Services. In the event the Consumer remains dissatisfied following such efforts, you agree to refund the Consumer the full amount of On-Site Service Fees paid for the On-Site Services, plus all taxes paid by the Consumer.
c. Warranty By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all regulations, ordinances, codes and other governmental authorizations necessary to provide (i) On-Site Services pursuant to this Agreement, and (ii) construction, handyman or technical services to third parties in the location generally.
d. Disclaimer of Warranties. BESTEK PROVIDES, AND YOU ACCEPT, THE BESTEK TECHNOLOGY ON AN "AS IS" AND "AS AVAILABLE" BASIS. BESTEK DOES NOT CLAIM, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE BESTEK TECHNOLOGY WILL BE ERROR FREE OR VIRUS FREE OR RESULT IN ANY WORKORDERS. BESTEK ACTS AS A TECHNOLOGY AND RELATED SERVICE PROVIDER ONLY AND MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE CONSUMERS WHO MAY REQUEST OR RECEIVE ON-SITE SERVICES FROM YOU. WE DO NOT ENSURE THAT A CONSUMER WILL COMPLETE PAYMENT FOR AN ON-SITE SERVICE OR IS AUTHORIZED TO DO SO. EVEN IF YOUR ON-SITE SERVICE IS PROVIDED CORRECTLY, WE DO NOT GUARANTEE A CONSUMER WILL ACCEPT THE ON-SITE SERVICE. YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU SHOULD TAKE REASONABLE SAFETY MEASURES WITH RESPECT TO MEETINGS AND ENCOUNTERS WITH THIRD PARTIES THAT HAPPEN FROM THE USE OF THE BESTEK TECHNOLOGY. NOTWITHSTANDING COMPANY'S APPOINTMENT AS THE NOMINEE RECIPIENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM CONSUMERS ON YOUR BEHALF AS SET FORTH IN SECTION 3 ABOVE, BESTEK DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY CONSUMER OR OTHER THIRD PARTY.
9. Indemnification. You shall indemnify, defend (at Bestek's option) and hold harmless Bestek and all other parties to the UTC and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Consumers, regulators and governmental authorities) directly or indirectly related to your provision of On-Site Services or use of the Bestek Technology.
10. Limits of Liability. BESTEK SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY'S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR BESTEK'S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 3 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF BESTEK UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO BESTEK HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
11. Term and Termination
a. Term. This Agreement is in effect when signed by you and will continue until terminated by its terms.
b. Termination. You or Bestek may terminate this Agreement (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party's material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party's filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Bestek may terminate this Agreement or restrict your Bestek account or Workorders immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Bestek, to provide On-Site Services, or as otherwise set forth in this Agreement.
c. Effect of Termination. Outstanding payment obligations and Paragraphs 4(g), 6, 7, 8 and 9 will survive the termination of this Agreement.
12. Independent Contracting Parties.
a. No Employment Relationship. Except for the limited purpose of acting as your Nominee Recipient to collect payment from Consumers on your behalf, Bestek and you are fully independent contracting parties. This Agreement is not an employment agreement, and it does not create an employment relationship between Bestek and you. No joint venture, partnership, or agency relationship exists between Bestek and you.
b. Indemnity. You have no authority to bind Bestek and you will not to hold yourself out as an employee, agent or authorized representative of Bestek. If, by application of mandatory law or otherwise, you should be held to be an agent or representative of Bestek, you agree to indemnify, defend (at Bestek's option) and hold Bestek harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
a. General. If any provision(s) of this Agreement is/are found to be invalid, illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced. This Agreement (together with any additional written agreement you may have with Bestek) makes up the entire agreement between you and Bestek and supersedes any prior agreements. You may not assign or transfer any or your rights or obligations under this Agreement without our prior written consent. This Agreement does not create any third-party beneficiary rights. If we do not enforce a provision of this Agreement, it will not be considered a waiver. The Agreement will be considered jointly drafted by you and us and, in the event of a dispute, neither you nor we will be entitled to claim that any provision should be construed against the other by reason of the fact that it was drafted by the other.
b. Notices. Any notice delivered by Bestek to you under this Agreement will be delivered by email to the email address associated with your account. Any notice delivered by you to Company under this Agreement will be delivered by contacting Company at email@example.com.
c. Universal Terms and Conditions. You agree to the Universal Terms and Conditions which are incorporated herein by reference.
d. Product Matrix. You agree to the product matrix which is incorporated herein by reference.
e. Definitions. You agree to the Definitions which are incorporated herein by reference.
g. Choice of Law and Venue. You acknowledge and agree to the Governing Law and Venue clause in the UTC which holds that this Agreement and the UTC is governed by the laws of the State of California. Moreover, if any court action is necessary to enforce the UTC or this Agreement then we agree that the Superior Court of California, County of Orange, is the sole jurisdiction and venue for the bringing of such action.
H. ARBITRATION. YOU ACKNOWLEDGE AND AGREE TO THE ARBITRATION PROVISION IN THE UNIVERSAL TERMS AND CONDITIONS. ("UTC"). EXCEPT FOR CERTAIN TYPES OF DISPUTES THAT WE DEFINE IN THE ARBITRATION PROVISION OF THE UTC, YOU AGREE THAT DISPUTES BETWEEN YOU AND BESTEK WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR A CLASS-WIDE ARBITRATION. IF YOU DO NOT WANT TO ARBITRATE CLAIMS WITH BESTEK, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION.
I. LEGAL COMPETENCE | TIME TO CONSULT WITH TAX & LEGAL ADVISORS. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE TIME AND OPPORTUNITY TO CONSULT WITH LEGAL AND TAX ADVISORS BEFORE AGREEING TO THE TECHNICIAN AGREEMENT, AND YOU ARE LEGALLY COMPETENT TO ENTER INTO THE TECHNICIAN AGREEMENT.
J. AUTHORITY. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER REGISTERED ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE ENTERING IT WITH FULL AND COMPLETE AUTHORITY TO BIND THE PARTY ON WHOSE BEHALF YOU ARE ACCEPTING IT.