1. Agency Referral Services. Applicant and Cardholder, if different, (collectively "Applicant") agrees to pay Guardian Angels Sitting Service, LLC ("Agency") for referring an independent contractor to Applicant or referring an Applicant to an independent contractor. Agency agrees to make its best effort to provide employment referral services ("services") to Applicant under and pursuant to this agreement on a day-to-day, as needed, basis and that Applicant in his/her sole discretion shall determine his/her need, if any, for services or the continuation of services as may be provided by Agency pursuant to this agreement. Agency is a professional referral agency specializing in babysitting, petsitting and elderly companionship referral services Beaufort County in the state of South Carolina and in Savannah, GA.
2. Independent Contractor. The status of each individual ("Independent Contractor") providing temporary services to Applicant is that of an "independent contractor" and not of an agent or employee of Guardian Angels Sitting Service, LLC and, as such, Independent Contractor shall not have the right or power to enter into any contracts, agreements, or any other commitments on behalf of Agency. Childcare, Petcare or Elderly companion worker referred to by the agency in temporary assignments are applicant's employee not the agencies employee. Applicant and Agency agree that should an Independent Contractor be found liable for any loss or damages resulting from a failure to perform any of their obligations including, but not limited to negligence, breach of contract or otherwise, then liability lies with the Independent Contractor and not Guardian Angels Sitting Service, LLC.
3. Compensation. The amount owing to Agency under this agreement reflects the amount of compensation owing Agency pursuant to Applicant's promise in the matter of Agency's services. Credit card information is provided above as payment security, and Applicant authorizes the use of credit card information and further agrees that he/she will automatically be charged for all unpaid fees and charges.
4. Minimum Compensation to Agency. Applicant and Agency agree that payment for Agency services shall be conditioned upon a minimum compensation of a four (4) hour referral charge to Agency and Independent Contractor if Agency schedules services for Applicant and Applicant fails to cancel directly with Agency, not Independent Contractor, said referral within 24 hours of the services to be performed.
5. Commencement, Renewal and Cancellation Provision. This agreement shall be in effect upon receipt of a completed application and payment of the nonrefundable membership dues. All membership dues are payable in advance and considered incurred in full upon commencement. Daily memberships shall expire after one (1) day. Weekly memberships shall expire after seven (7) consecutive days. Monthly memberships shall expire after thirty (30) consecutive days. Annual memberships shall expire one (1) year from the first date of service. Member will be contacted 30 days before membership expiration with choice to renew. Each renewal membership shall be for the same membership period unless otherwise agreed to in writing by the parties.
6. Confidentiality Provision. Applicant and Agency agree that the names of Independent Contractors are and shall remain the exclusive property of Guardian Angels Sitting Service, LLC, are confidential and are of great value to the Agency. Applicant and Agency further agree that all other information used by the Applicant in obtaining the referral services of Independent Contractors including, but not by way of limitation, time sheets, service invoices and the names of Independent Contractors are trade secrets, are confidential and are the valuable property of the Agency, and that any such information obtained by the Applicant during the course of this agreement is and shall remain the property of the Agency. Applicant and Agency further agree that during this agreement and the period of three (3) years immediately after the termination of this agreement, Applicant will not, either directly or indirectly make known or divulge the names, phone numbers and addresses of any of the Independent Contractors, or divulge any confidential information received from the Agency to any person, firm or corporation. Applicant also agrees that during this agreement and the period of three (3) years immediately after the termination of this agreement, the Applicant will not, either directly or indirectly call upon, solicit, divert, or take away any of the Independent Contractors, upon whom the Applicant became acquainted with by referral of the Agency. Applicant and Agency agree that Applicant's unauthorized disclosure or use of Agency's confidential information and trade secrets would irreparably damage the Agency.
7. Non-Compete Provision. Applicant and Agency agree that this agreement is important to the reputation, goodwill and successful operation of the Agency. Applicant and Agency agree that during this agreement and the period of two (3) years immediately after the termination of this agreement, Applicant shall not: a) compete against the Agency; or b) own, manage, be employed by, be engaged by, work for, consult for, be an officer or director or partner or manager or employee of, advise, represent, engage in, or carry on any business that competes against the Agency.
8. Indemnity Provision. Although Agency makes every effort to refer Independent Contractors who it believes possesses the highest quality and abilities for each specific assignment, the Agency cannot represent or warrant the actual abilities of each Independent Contractor. Applicant agrees to hold Agency, its officers, agents and employees harmless for all damage, destruction, theft, or accident claims which may arise out of or in connection with the services provided by Independent Contractor to Applicant. The agency does not carry insurance to cover driving risk, nor does it make any representation as to the provider’s driving ability. All responsibility in allowing the applicants child(ren) to drive with the provider is of the applicant. The applicant understands the agency is not liable for any damage or harm done in connection with the child(ren) being in a car/driven with/by the provider. For a fee of $15 the applicant can request the driving record of the applicant with a 48 hour notice.
9. Applicant's Remedies. Applicant and Agency agree that should Agency, and/or its officers, employees and agents, be found liable for any loss or damages resulting from a failure to perform any of its obligations including, but not limited to negligence, breach of agreement or otherwise, then Applicant and Agency agree that Agency, and/or its officers, employees and agents', liability shall be limited to a sum equal to a four (4) hour referral service charge for Applicant.
10. Agency's Remedies. In the event of Applicant's breach of the above Non-Compete and Confidentiality provisions, Applicant and Agency agree that it would be impossible to ascertain the exact damages of Agency and that Agency shall be entitled to receive from Applicant as liquidated damages a sum equal to $3,000.00. This is not meant to be a penalty nor a windfall to the Agency but a method to compensate it for lost profits. This would not limit other damages recoverable by the Agency, or the Agency's right to injunctive relief to enforce this agreement.
11. Legal Fees and Court Costs. Should the Agency resort to the use of an attorney regarding any matter arising from this agreement, the Agency shall be entitled to recover from the Applicant its reasonable attorney's fees, court costs and related expenses.
12. ÔÇ¿In the event of any dispute between the parties which arises under this Agreement, such dispute shall be settled by arbitration in accordance with the rules for commercial arbitration of the American Arbitration Association (or a similar organization) in effect at the time such arbitration is initiated, and subject further to the provisions of the South Carolina Uniform Arbitration Act, incorporated by reference. A list of arbitrators shall be presented to the Claimant and Respondent from which one will be chosen using the applicable rules. The hearing shall be conducted in the City of Hilton Head Island, South Carolina unless both parties consent to a different location. The decision of the arbitrator shall be final and binding upon all Parties.The prevailing party shall be awarded all of the filing fees and related administrative costs. Administrative and other costs of enforcing an arbitration award, including the costs of subpoenas, depositions, transcripts and the like, witness fees, payment of reasonable attorney's fees, and similar costs related to collecting an arbitrator's award, will be added to, and become a part of, the amount due pursuant to this Agreement. Any questions involving contract interpretation shall use the laws of South Carolina. An arbitrator's decision may be entered in any jurisdiction in which the party has assets in order to collect any amounts due hereunder.
13. Governing Law and Venue. The parties agree that this agreement shall be governed by, construed and enforced in accordance with the laws of the State of South Carolina. The venue for any legal action or proceeding shall be in Hilton Head Island, South Carolina.
14. Severability Provision. The provisions in this agreement shall be severable which is to say that should a portion of this agreement be declared invalid or unenforceable, that same would not alter the remaining provisions.
15. Transferability. The rights and obligations under this agreement are personal to Applicant and Agency and may not be assigned or transferred to any other person, firm, corporation or other entity without the prior written consent of the parties.
No Waiver of Breach and Entire Agreement. TIME IS OF THE ESSENCE IN THIS AGREEMENT. The failure of either party to this agreement to insist upon the performance of any of the terms and conditions of this agreement, or the waiver of any breach of any of the term and conditions of this agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. This agreement constitutes the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this agreement shall not be binding upon either party except to the extent incorporated in this agreement. Modifications of this agreement shall be binding only if evidenced in writing signed by Applicant and Agency.
