WHEREAS, Contractor has the capability and capacity to provide one or several of the following services: graphic design, web development, copywriting services, video editing, voiceovers, and other services;
WHEREAS, Customer desires to retain Contractor to provide the said Services under the terms and conditions hereinafter set out, and Contractor is willing to perform such Services.; and
WHEREAS, Flocksy connects Customers with a professional team of designers, writers, and developers (collectively “Contractors” or “Creatives”) who will complete most projects in under 24 hours, unless otherwise informed by Flocksy or the Creatives at the initial stages of the Services. We simply act as a “middle man” between you and the Creatives participating on our Website. Creatives offer a variety of services through our Website to you, including but not limited to graphic design, copywriting, and web development. Creatives provide unlimited services for a fixed monthly payment. Creatives complete projects based on the priorities you set for them. There are no guarantees that all projects will be completed by Creatives within a single month. Flocksy does not perform trademark, service mark, or copyright searches or inquiries, or the like, in order to validate the propriety or legality of any delivered work. Accordingly, you are encouraged to perform your own independent searches with regard to any submitted work before using it in any way.
- Term of this Agreement. This Agreement becomes effective on the date of the registration of Flocksy Account by Contractor and will continue in effect until this Agreement or Contractor’s Flocksy Account (described below) is terminated as provided in this Agreement (the “Term”). Contractors can terminate their Flocksy Account any time by notifying Flocksy via email or their Flocksy Account.
- Services to Be Performed by Contractor.
- 2.1. Flocksy Account. To be able to provide Services to the customers that register with Flocksy (the “Customers” or “Users”), Contractors must register for an account with Flocksy by registering as a service provider on the Flocksy website (“Flocksy Account”) and providing certain information about themselves as prompted by the Flocksy registration form, including their first and last name, a valid telephone number, a valid email address at which Contractors are able to receive email, a valid postal address at which Contractors are able to receive mail, a valid billing address, and a valid phone number. Contractors agree to provide Services that have been assigned to them by Flocksy via the Flocksy Account. Contractors may also choose to participate in the bidding process with respect to tasks and projects that are sent to their Flocksy Account. By registering their Flocksy Account, Contractors agree to be bound by the terms and conditions of this Agreement.
- 2.2. Services. Contractors agree that, during the Term, Contractor will provide the Services to the Customers directly that are assigned to them and have been accepted by them via Flocksy Account, in accordance with the terms and requirements of such assignments, including the timeline of completing the assignment, as it may be modified from time to time. Contractors must maintain regular contact with Flocksy for project clarification, guidance, and issue resolution. Contractor may from time to time be required to perform other duties that are reasonably related to Contractor’s expertise and skills. Collectively, these are referred to as the “Services.” Contractor will communicate with Flocksy project managers (the “Project Manager”) as Contractor’s Flocksy contact. Project Manager will support and guide Contractors’ provision of Services and coordinate Contractors’ efforts with Customers and other Contractors to complete the tasks and projects assigned to them in a timely and professional manner.
- 2.3. Method of Performing Services. Contractor will determine the method, details, and means of performing the above-described Services, unless otherwise provided in this Agreement. Project Manager may provide support to Contractors to perform the Services.
- 2.4. Status of Contractor. Contractor enters into this Agreement, and will remain throughout the Term of the Agreement, as an independent contractor of the Customer. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of the Customer or Flocksy while this Agreement is in effect and will not misrepresent or mislead the public or any third-party that it is an employee, partner, agent, or principal of the Customer or Flocksy. Contractor agrees it is not entitled to the rights or benefits afforded to Customer’s or Flocksy’s employees, including disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, and licenses for itself and its employees and subcontractors.
- 2.5. No Employee Benefits. As an independent contractor, neither Contractor nor its agents will be eligible for benefits from the Customer or Flocksy or any related entity, including but not limited to workers’ compensation, unemployment insurance, expense reimbursement, health, dental, vision, life or disability insurance, paid holidays, paid sick leave, vacation or other paid time off, pension or 401(k) plans, educational assistance, continuing education reimbursement, or any other employee benefit that may be offered now or in the future.
- 2.6. Use of Employees or Contractors. Contractor may, at Contractor’s own expense, use any employees or subcontractors as Contractor deems necessary to perform the Services required of Contractor by this Agreement. Customer may not control, direct, or supervise Contractor’s employees or subcontractors in the performance of those Services. By using Contractor’s services, Customers consent to Contractor’s ability to use subcontractors for provision of Services. Notwithstanding the foregoing, Customers may send a written request to the Contractor with respect to the subcontractors that the Contractor uses for the specific project. After their due diligence, Customers may send reasonable written requests to Contractors not to use or stop using a certain subcontractor for a specific project.
- 2.7. No Third-Party Beneficiaries. This Agreement is between Customer and Contractor, and creates no individual rights for any agents of Contractor. No agent of Contractor will be deemed to be a third-party beneficiary hereunder, nor will any agent of Contractor be deemed to have any employment or contractual relationship with Customer or Flocksy as a result of this Agreement or his, her or its performance of Services for Contractor. The Parties acknowledge that all individuals performing Services on behalf of Contractor are solely the employees and/or agents of Contractor.
- 2.8. Warranty of Originality. Contractor warrants and represents, to the best of its knowledge, that any work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third-parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Contractor has full authority to make this Agreement; and that the work prepared by the Contractor does not contain any scandalous, libelous, or unlawful matter. Notwithstanding the foregoing, in the event that previously published or used work or materials are being used to complete Flocksy assignments, tasks, or projects, such previously published or used work or materials shall be fully disclosed to Flocksy and Customers at the time when the work is delivered, or at the time, Contractor can reasonably expect that such work or materials will be used for completing the project, whichever occurs first.
- 2.9. Licenses and Permits. Contractor warrants and represents that all licenses, including professional licenses, permits, consents, approvals, and authorizations of, and filings and registrations with, any governmental or professional authority required under applicable law and regulations for the provision of Services have been obtained or made and are in full force and effect.
- Termination of Agreement.
- 3.1. Expiration of Agreement. Unless otherwise terminated as provided in this Agreement, this Agreement will continue in effect as set forth in Section 1 of this Agreement.
- 3.2. Termination on Occurrence of Stated Events. This Agreement will terminate on the occurrence of any of the following events with each of the Party of this Agreement:
- (i) Becomes insolvent or admits its inability to pay its debts generally as they become due.
- (ii) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) business days after filing.
- (iii )Is dissolved or liquidated or takes any corporate action for such purpose.
- (iv) Is merged with or acquired by another entity, or if any other similar transaction takes place, without Flocksy’s written consent.
- (v) Makes a general assignment for the benefit of creditors.
- (vi) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- 3.3. Termination for Default. If either Party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching Party may terminate this Agreement by giving written notification to the breaching Party. Termination will take effect immediately on receipt of notice by the breaching Party via Flocksy Account or email. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following:
- (i) Contractor’s failure to complete the Services specified in Paragraph 2.2 above.
- (ii) Contractor’s material breach of any representation or agreement contained in this Agreement.
- General Provisions.
- 4.1. Notices. Any notices required to be given under these Regulations by either Party to the other shall be in writing and shall be transmitted either by Flocksy Account or Contractors’ email address on record.
- 4.2. Partial Invalidity. If any provision of these Regulations is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
- 4.3. Arbitration. Any dispute, controversy or claim between the Parties arising out of or related in any way to this Agreement which cannot be amicably resolved by the Parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrators(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before one (1) arbitrator sitting in the State of Connecticut, New London. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Connecticut. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement.
- 4.4. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut without regard to its conflicts of laws principles.
- 4.5. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, in any forum other than the courts of the State of Connecticut sitting in New London. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the courts of the State of Connecticut sitting in New London. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- 4.6. Attorney’s Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.
- 4.7. Waiver; Rights Cumulative. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
- 4.8. Pre-existing Obligations. Contractor represents and warrants that Contractor is not under any pre-existing contractual, court-ordered, or any other obligation inconsistent with the provisions of this Agreement.