THIS AGREEMENT (the “Agreement” or "Terms of Service") is made as of today (the date of this forms submittal) and is between Inbound Web Services.com, LLC. (“IWS” or “the Company”), with its principal place of business located at 1700 Barbara Ct, Grand Haven, MI 49417, USA and the business affiliate (“Sub” "You" the “Affiliate”, or “Subcontractor”). IWS and the Affiliate (collectively “the Parties”) enter into this agreement and shall be effective as of the date of this forms submittal. (the "Effective Date").
Acceptance of Agreement
Before working with IWS and with our Clients, please read this Affiliate Agreement (“The Agreement”). This document sets forth the standards of Service provided by Inbound Web Services.com, LLC for Registered Clients. By working with IWS, you agree to these terms and conditions. If you do not agree to the terms and conditions of this agreement, please do not submit this form.
Subject to the terms and conditions of this Agreement, and on a non-exclusive basis, the Affiliate agrees to provide on an elective basis and mutual agreement any of the following services for IWS as described below in the “Description of Services”.
Description of Service
InboundWebServices.com, LLC is provides clients with Web Development, Administration, and/or Marketing Services. The scope of Service may include, but is not limited to: ScholarWebsites.com, web hosting, domain registration, email, web development, and online marketing, content management, digital media, social media, and research. The scope of the service may be limited or expanded by Client and InboundWebServices.com as they mutually agree. We strive to make sure any information provided by our Services is accurate and useful, however, our role is to provide business web services to the client. We recommend you seek professional assurance that any information provided by IWS, and your interpretation of it, is appropriate to your particular situation.
Task, Project, and Technical Support Turn Around Time
Due to the variety of tasks, projects, and technical support requests submitted to us, we cannot guarantee a standard turn around time. The turn around time for each task or project submitted to us depends on a number of factors - mainly depending on the size and complexity of the request. We always work hard to complete our work in a timely and efficient manner as a way of achieving good Client satisfaction.
Client - Provider Relationship
Inbound Web Services.com, LLC is the client service provider. That means that anything we do on the clients behalf has the same effect as if they have done it themselves. As your provider, we can with your permission provide information to others, make recommendations to others, make promises you have authorized to be made, send communications in your name, make purchases or render services, or anything else that you need done and that we can do. Our responsibility is to carry out your instructions and to work within the limits of the authority you grant us. You and you alone are responsible for the transactions entered into on your behalf, and this responsibility continues even if you stop being our Affiliate.
Fees and Expenses
In consideration of the Services, the Company agrees to pay the Affiliate in accordance with the published pricing and rates found on the IWS website at www.InboundWebService.com and at www.ScholarWebsites.com. IWS retains the right to revise any pricing and hourly rates as necessary and shall provide a copy of the revised rates to the Affiliate.
(a) The Affiliate shall provide all tools and equipment necessary to perform Services and shall be responsible for all expenses the Affiliate incurs in performing services. The Affiliate may be required to purchase required computer equipment, complete federal and state criminal background checks, and a 5-panel drug screening test, and shall not be reimbursed by the Company for such expenses.
(b) The Affiliate will not be required to pay for any utilized IWS company owned equipment, property, services, memberships, and/or communication systems.
Indemnity and Warranty
Affiliate agrees to indemnify and hold the Company, its officers, directors, shareholders, agents, employees and its successors, agents and employees, harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising from a breach of any kind.
Subcontractor’s representations and warranties herein or from the death or injury of any person or persons, including employees of the Company, or from the damage or destruction of any work or properties, attributable to or resulting from Subcontractor’s performance of the Services. Affiliate warrants and represents that Affiliate has full power and authority to enter into and perform this Agreement and to make the grant of rights contained herein.
The Affiliate has the option to provide a Certificate of (E&O) Insurance naming IWS as an Additional Insured with a Waiver of Subrogation.
The Affiliate acknowledges and agrees:
(a) That all work provided pursuant to this Agreement, and any documents or materials related to the Services, and any information, work in progress, client information, programming code, business strategies, trade secrets, or other secret or confidential matter related to the business or projects of the Company, constitute confidential information (hereinafter “Confidential Information”);
(b) The Affiliate shall not, either during the rendering of services or at any time thereafter, use, copy, or disclose to any person, firm, or corporation any such Confidential Information, unless such use, copying, or disclosure has been authorized in advance in writing by the Company, and;
(c) That upon termination or expiration of this Agreement, or at any time upon request of the Company, Affiliate will return to the Company all Confidential Information in Subcontractor’s possession or control.
(a) Termination for Default. In the event of any breach of this Agreement by either party hereto, the other party may (without waiving any other remedies or rights under this Agreement, in law or in equity) terminate this Agreement by giving ten (10) days prior written notice; provided, however, that this Agreement shall not terminate if the party in breach has cured the breach of which it has been notified prior to the expiration of said ten (10) days.
(b) Termination by IWS. Not withstanding any other provision of this Agreement to the contrary, the Company may terminate this Agreement by giving the Affiliate at least five (5) days prior written notice of its election to terminate said Agreement. In case of any termination, the Company agrees to:
(i) Pay the Affiliate - for all invoices and client accounts submitted prior to the date of written notice, provided that any and all necessary Company equipment, property, and communication systems are returned. After the 5 days of written notice, all invoicing and compensation will end.
(ii) Pay nothing to the Affiliate - if the Affiliate fails to return any and all necessary Company equipment, property, and communication systems. In addition, Affiliate may be held liable for Company costs and/or losses incurred as a result of the termination.
(c) Termination by the Affiliate. Not withstanding any other provision of this Agreement to the contrary, the Affiliate may terminate this Agreement by giving the company at least (5) days written notice of his or her election to discontinue providing services under this Agreement. Upon termination, Affiliate agrees to:
(i) Submit all invoices prior to the date of written notice.
(ii) Deliver any and all necessary Company equipment, property, and communication systems.
(d) Automatic Termination. This Agreement shall automatically terminate on the occurrence of:
(i) The dissolution, bankruptcy, or insolvency of either party; OR
(ii) After 30 days of written request by the Company to receive a communication reply from the Affiliate; OR
(iii) The death, physical or cognitive disability of the Affiliate, provided the status or circumstances are confirmed by a licensed medical professional.
(e) Effect of Termination. All Sections of this Affiliate Agreement shall survive the expiration or termination of this Agreement.
The Affiliate agrees, that during the term of this Agreement and for a period of two years after the expiration or termination of this Agreement for any reason, neither the Affiliate nor any of its members, employees, agents, affiliates and/or Affiliate will perform any services for any client, whether similar or dissimilar to the Services provided hereunder website development and online marketing. Since it is difficult to quantify the damages the Company will incur by reason of the Affiliate’s breach of this Agreement, the Affiliate will be held liable to pay the Company promptly upon demand a sum determined in United States (U.S.) Dollars for each breach of this Agreement, as liquidated damages for breach of this Agreement and not as a penalty.
Neither this Agreement nor any rights or duties hereunder may be assigned or delegated to any other person or entity by Affiliate, except that Affiliate may employ agents, employees, or assistants to perform services hereunder (“Authorized Affiliate”) who conform with the qualifications, licensure, and insurance requirements herein only with the express prior written consent of the Company. The Company may freely assign this Agreement and/or any of its rights hereunder.
Authority/Relationship of Parties
The parties intend, and Affiliate acknowledges, that the Affiliate will perform all Services hereunder as an independent Affiliate and not as an employee of the Company. The Affiliate will be solely responsible for, and the Company shall not provide or be liable for, typical employee benefits (including but not limited to, health and disability insurance, vacation and/or paid time off etc.)
The Company shall not be responsible for withholding from The Affiliate’s payments or remitting to the tax authorities any payroll or other tax, social security or Medicare contribution, or any other tax or contribution. The Affiliate agrees to pay, as and when due, any and all taxes assessed or incurred in connection with Subcontractor’s compensation hereunder, including estimated taxes, and will provide the Company with documentation of such payment upon request.
The Affiliate further agrees to indemnify and hold the Company harmless from and against liability for any and all such payments. Nevertheless, the Affiliate agrees that the Company may withhold from payment to the Affiliate for any amounts, which the Company determines it is required to withhold by applicable law. The Affiliate will remain free to perform services for parties other than the Company.
The Affiliate further agrees and acknowledges that:
(a) The Affiliate’s relationship with the Company is not an employment relationship;
(b) The Affiliate is solely responsible for determining the method and means by which Affiliate will accomplish the Services and otherwise fulfill Subcontractor’s obligations hereunder; and
(c) The Affiliate will be solely responsible for the professional performance of the Services and will receive no training, assistance, direction, or control from the Company, except as specifically set forth in this Agreement.
(d) The Affiliate is solely responsible for any and all training, education, professional development, and/or research. The Company may share information, and is not liable for any such content.
(e) The Affiliate represents that The Affiliate has the qualifications, skills, and ability to perform the Services in a professional manner, without the advice, control or supervision of the Company.
(f) The Affiliate shall also be solely responsible for providing all tools and all expenses necessary to carry out the Services, including but not limited to those items required by the Affiliate, including identification, federal and state criminal background checks, and 5-panel drug screening tests.
(g) The Affiliate shall be solely responsible for obtaining, at the Affiliate’s expense and in the Affiliate’s name, disability, worker’s compensation, or other insurance as well as all licenses and permits usual or necessary for conducting the Services hereunder.
Nothing contained in this Agreement shall be construed to place the parties in the relationship of partners or joint ventures, and neither party shall have any right to obligate or bind the other in any manner. Affiliate agrees that it will not hold itself out as an authorized agent with power to bind the Company in any manner.
Advertising or Publicity
The Affiliate will acquire no right to use, and will not use without the Company’s prior written consent, the names, characters, artwork, designs, trade names, copyrighted materials, trademarks or service marks of the Company, its parent, related or subsidiary companies, employees, directors, shareholders, assigns, successors or licensees:
(a) In any advertising, publicity or promotion;
(b) To express or to imply any endorsement of the Affiliate’s services; or
(c) In any manner other than in accordance with this Agreement.
Disclaimer of Warranties
The service provided by Inbound Web Services.com, LLC is on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, Inbound Web Services.com, LLC makes no representations or warranties of any kind, express or implied, regarding the use or the results of services in terms of its correctness, accuracy, reliability, or otherwise. Inbound Web Services.com, LLC shall have no liability for any interruptions in the use of service. Inbound Web Services.com, LLC disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement.
Limitation of Liability
Subscription Payment Method
We work on a business service subscription model. The Client will be billed for their plan and/or “renew” the prepayment on the account for services provided either weekly, monthly, or on an annually basis from the date of initial sign up until the service is cancelled by sending us a written request to cancel. Any cancellation or downgrade of a Clients Subscription Plan will take effect on the next renewal billing cycle.
Affiliate Compensation Parameters and Method
The Affiliate will be paid on their book of business the associated addendum rates per the listing price per active client account for only Club Athletics the Affiliate was responsible for. Payments will be made electronically via direct deposit into the Affiliates registered business bank account. Payments will be made on a monthly basis for all accounts, and only once per year per each active client account.
An Affiliate does have the option to directly handle client billing while in-turn ordering services themselves on behalf of a client, using the clients information directly with IWS and ScholarWebsites.com for the Club Athletics websites program only.
All material charges will be made known to the Client in advance. The Client will never receive a bill for material charges that the Client did not authorized in advance. The credit card used to pay for the Client’s monthly subscription plan will be charged within thirty days (30) of the date the Client approved the material charges.
Affiliate / Freelancer / Affiliate Account
You may receive a cloud shared folder and/or a login account. The Affiliate agrees to notify Inbound Web Services.com, LLC of any unauthorized use of a client’s account or any other breach of security that becomes known by the Sub. The Affiliate agrees not to resell or make any commercial use of the Service without the express written consent of Inbound Web Service.com, LLC.
Modifications and Interruption to Service
Inbound Web Services.com, LLC reserves the right to modify or discontinue the Services for a Client with or without notice to the Client. Inbound Web Services.com, LLC shall not be liable to Client or any third party should Inbound Web Services.com, LLC exercise its right to modify or discontinue the Service. The Sub acknowledges and accepts that Inbound Web Services.com, LLC does not guarantee continuous, uninterrupted access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
Access To Our Systems
You must be eighteen (18) years or older to legally access any IWS websites and/or systems. If you are under 18 and 13 or older, you may access our systems only with the expressed permission by the primary account holders, parent or legal guardian’s approval. If you are under eighteen years old, you are not permitted to access nor acquire any services from www.InboundWebServices.com., and/or
under any circumstance.
Disclaimer Regarding Accuracy of Vendor Services and Products
While Inbound Web Services.com, LLC makes every effort to ensure that the information provided by our service is accurate; we can make no representations or warranties as to the accuracy or reliability of any product specifications, services, and other information that have either been provided by Vendors or collected from publicly available sources. Inbound Web Services.com, LLC makes no warranties or representations whatsoever with regard to any product provided or service offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.
In the event of any controversy or dispute between IWS and you arising out of or in connection with your use of the Site or this agreement, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
Compliance with Laws
Client assumes all knowledge of applicable law and is responsible for compliance with any such laws. Client may not use the Service in any way that violates applicable local, state, federal, or international laws, regulations or other government requirements. Client further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
Copyright and Trademark Information
All content included or available on InboundWebServices.com, including our site design, the text, graphics and interfaces on our site, and the selection and arrangements of the elements of our sites:
is © 2012-2019 by Inbound Web Services.com, LLC, with all rights reserved, or is the property of Inbound Web Services.com, LLC and/or third parties protected by intellectual property rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Inbound Web Services.com, LLC is strictly prohibited. Clients agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of Inbound Web Services.com.
Inbound Web Services.com, LLC and InboundWebServices.com, and ScholarWebsites.com are proprietary marks of Inbound Web Services.com, LLC. Your use of our Service does not grant you any rights to use our marks or our copyrighted material.
All other trademarks displayed on Inbound Web Services.com, LLC’s website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with Inbound Web Services.com, LLC.
Notification of Claimed Copyright Infringement
Pursuant to Section 512© of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Inbound Web Services.com, LLC designates the following individual as its agent for receipt of notifications of claimed copyright infringement:
Attention: Director of Operations
Mailing Address: 101 Washington Ave, s127, Grand Haven, MI 49417
Affiliate agrees that by engaging the services of InboundWebServices.com, it may be working with and have material and personal contact with employees of InboundWebServices.com. The Affiliate therefore covenants and agrees that during the terms of Service and for two (2) years after the termination thereof, regardless of the reason for the termination of service, the Affiliate will not, directly or indirectly, on its own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of InboundWebServices.com with whom the Affiliate had personal contact, to terminate their employment relationship with the Company. Affiliate agrees that should they violate the terms of this Agreement, they will be liable for a liquidated damage in the amount of $25,000 per each employee induced to separate from InboundWebServices.com, LLC and all reasonable costs and attorney fees related to the collection of same.
If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by Inbound Web Services.com, LLC, in our sole discretion, to a third party in the event of a merger or acquisition. This Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a Client.
Changes to our Affiliate Agreement and Terms of Service
We reserve the right, in its sole discretion, to change the Terms under which this Affiliate Agreement is offered. If we decide to change our Agreement Terms , we will notify you by email. The most current version will supersede all previous versions. You should check this page periodically to stay updated and ensure that you are happy with any changes. These Terms are effective as of the modified date below, and may be updated at any time and without any further notice and displayed here.
These Affiliate Agreement & Terms were last modified on 01/06/2020.
Copyright © 2012-2020 Inbound Web Services.com, LLC. All Rights Reserved.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, between the parties with respect thereto.
For any questions regarding our Affiliate Agreement, you may contact us at anytime.
Inbound Web Services.com, LLC
1700 Barbara Ct.
Grand Haven, MI 49417