THIS AGREEMENT is made and entered into this 24th day of July, 2015, by and between VOSH INC., a Nevada corporation (hereinafter called “Vosh”), and the undersigned (hereinafter called “Detailer ”). RECITALS
A. Vosh operates a proprietary internet site and mobile application used by the general public (“Users”) seeking wash and detailing services for their vehicles (“Wash and Detailing Service(s)”).
B. Detailer is an experienced car wash and detailing provider who desires access to potential customers using the Vosh site.
C. By this Agreement, Vosh will provide Detailer access to the Users of its site for Wash and Detailing Services.
In consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, it is agreed:
WASH AND DETAILING SERVICES. Detailer shall upon notification by Vosh be available to perform Wash and Detailing Services for Users then identified by Vosh at such times and locations requested by the identified User. Detailer acknowledges and agrees that Detailer is solely responsible for the provision and quality of its Wash and Detailing Services provided by Detailer to a User. Notwithstanding the foregoing, Detailer agrees to at all times perform Wash and Detailing Services in a manner compliant with all laws and consistent with applicable quality standards taking into account physical conditions then pertaining.
PROPRIETARY. Vosh alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the its internet site and mobile application together with all applications, software and content. This Agreement is not a sale and does not convey to Detailer any rights of ownership in or related to the internet site and mobile application, or any intellectual property rights owned by Vosh. Vosh’s name, logo, and the product names associated with it are trademarks of Vosh or third parties, and no right or license is granted to use them.
CONFIDENTIALITY. Detailer may have access to private, proprietary, and/or otherwise confidential information (“Confidential Information”) of Vosh, its Users and its operation. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of Vosh, including but not limited to, all financial, investment, operational, sales, personnel, marketing, managerial and statistical information of Vosh, and any and all trade secrets, customer lists, or pricing information of Vosh. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Detailer will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Detailer, or divulge, disclose, or communicate in any manner any Confidential Information. Detailer will protect such information and treat the Confidential Information as strictly confidential. The foregoing covenants shall survive any termination of this Agreement. Detailer acknowledges that Vosh will be irreparably harmed if any of Detailer’s obligations under this Agreement are not specifically enforced and that Vosh would not have an adequate remedy at law in the event of an actual or threatened violation by Employee of its obligations hereunder. Detailer, therefore, agrees that Vosh shall be entitled to an injunction or an appropriate decree of specific performance for any actual or threatened violations or breaches of this Agreement by Detailer. Such equitable relief shall be in addition to, and not in limitation of, any other damages or relief to which Vosh would otherwise be entitled. In the event either party hereto has to commence litigation to enforce a provision or right under this Agreement, the non-prevailing party agrees to pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorney’s fees incurred in connection with such litigation.
COLLECTION. Detailer agrees that Vosh shall collect all payments from Users identified to Detailer and for whom Detailer performed Wash and Detailing Services. As compensation for this subscription, Vosh shall be entitled to withhold from each payment 20% of the fee charged by Detailer for Wash and Detailing Services on single cars and 25% for SUV’s or trucks. Detailer shall at all times establish the fee to be charged Users identified by Vosh and the Vosh site shall provide said information to Users.
NONEXCLUSIVE SERVICES. The parties acknowledge and agree that Detailer may, during the term of this Agreement, render Wash and Detailing Services to others on her or his own account or for any other person or entity as Detailer, in Detailer 's sole discretion, sees fit.
INDEPENDENT CONTRACTOR. It is understood and agreed, and it is the intention of the parties hereto, that Detailer is and shall at all times continue to be an independent contractor, and not the employee, agent, joint venturer, or partner of Vosh for any purpose whatsoever. Vosh’s sole role is to identify Users to Detailer and Detailer to Users together with collection of payment. Vosh shall have no right to, and shall not control the manner or prescribe the method of accomplishing the Wash and Detailing Services to be performed by Detailer, and the general public and all governmental agencies regulating such activities shall be so informed. Detailer shall be entirely and solely responsible for its acts and the acts of its agents, employees, and subcontractors while engaged in the performance of services hereunder. Detailer shall comply with all laws and regulations related to its activities, including immigration, employment and water discharge laws. Detailer shall indemnify and hold Vosh harmless from any loss or liability arising from the performance of Detailer’s Wash and Detailing Services for Users who have been identified by Vosh. Detailer shall maintain their own insurance, in addition to the insurance that Vosh holds. Detailer shall maintain all applicable licenses, certificates and qualifications required to perform Wash and Detailing Services in good standing and ensure those licenses, certificates and qualifications stay valid. Detailer shall provide Vosh with updated copies of licenses, insurance cards, and shall inform Vosh of any changes of address or other necessary information within 30 days.
TERM AND TERMINATION OF AGREEMENT. The term of this Agreement shall be for one year from the date hereof, and shall be automatically renewed from year to year thereafter unless terminated by written notice of either party, deposited in the United States mail, first class, postage prepaid, addressed to the last known address of the other given not less than 30 days prior to the end of the initial or any extended term hereof. Notwithstanding the foregoing, at any time during the term hereof, this Agreement may be terminated in accordance with the following provisions: (a) if a party has materially breached the Agreement this Agreement may be terminated on 48 hours' prior written notice; or (b) this Agreement may be terminated by either party without cause on 48 hours prior written notice to the other party. In addition, if the Detailer is convicted of any crime or offense, is guilty of serious misconduct in connection with performance of its Wash and Detailing Services hereunder, or materially breaches provisions of this Agreement, Vosh may terminate the Agreement without any prior notice.
INSURANCE. At all times during the tem of this Agreement, Detailer shall maintain the following insurance: (a) General liability insurance naming Vosh as an additional insured with limits which shall be at least $2,000,000 general aggregate and $1,000,000 each occurrence and (b) Worker's compensation insurance within the statutory limits covering all of Tenant's employees working in the premises. Said coverages shall be primary to any insurance carried by Vosh and a certificate evidencing said coverages shall be delivered to Vosh prior to providing Wash and Detailing Services for Users and thereafter within thirty (30) days prior to the expiration of each such policy, Said certificates shall expressly provide that such policies shall not be cancelable or subject to reduction of coverage or otherwise be subject to modification except after thirty (30) days prior written notice by registered mail to Vosh.
EQUIPMENT. Detailer will supply all the necessary equipment to fulfill Detailer’s Wash and Detailing Services.
HOLD-HARMLESS AGREEMENT. Without limitation and notwithstanding the availability of insurance, Detailer is solely liable for all claims, liabilities, damages, and debts of any type whatsoever that may arise on account of Detailer 's activities, or those of Detailer 's employees, in the performance of Wash and Detailing Services for Users who have been identified by Vosh. Detailer shall exonerate, indemnify, defend and hold harmless Vosh and any officer, agent, shareholder or employee of Vosh for any loss, damage, liability, or claim incurred by said parties by reason of liability resulting from Detailer's said performance, or from the acts or omissions of any of any other party acting under Detailer’s directions.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
SEVERABILITY. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
INTEGRATION. This Agreement contains the entire agreement among the parties and supersedes all prior and contemporaneous oral and written agreements, understandings, and representations among the parties. No amendments to this Agreement shall be binding unless executed in writing by all of the parties.
WAIVER. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
NOTICES. Any notice required by this Agreement shall be effective only if sent by certified or registered mail, return receipt requested, postage prepaid, as follows: If to Vosh: 113 West Linden Court, Burbank, CA 91502 and if to Detailer: at the address below. For the purposes of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given on the second business day after mailing, if mailed to the party to whom notice is to be given in the manner provided in this Section. Either party may, at any time, change its address designated above by giving to the other party thirty (30) days' written notice of the new address to be used for the purposes of this Section.
ASSIGNABILITY. Neither this Agreement nor any duties or obligations hereunder shall be assignable by any party hereto without the prior written consent of the other party.