INDEPENDENT MEMBER AGREEMENT
This Independent Member Agreement (the "Agreement") is made and entered into betweenIndependent Member hereafter referred to as "IM", and HOUSE JERK, LLC, hereafter referred to as "HOUSE JERK".
This agreement shall not constitute an employment contract between HOUSE JERK and IM. For purposes of this agreement, IM shall be an independent contractor and not the employee, servant, partner, member, franchisor, manager or joint venture partner of HOUSE JERK and in conformity therewith, IM shall retain sole and absolute discretion and judgment in the manner and means of carrying out his/her activities and duties as assigned by HOUSE JERK and accepted by IM, provided the same are not contrary to any law or the provisions of this agreement. IM will not be treated as an employee for U.S. tax purposes. Further, IM shall pay all employment, income and social security taxes levied by and federal, state or local taxing authority on any sums paid by HOUSE JERK to IM. IM is also responsible for paying all taxes on products or services purchased where applicable.
This Agreement may be amended at the sole discretion of HOUSE JERK at anytime.
In consideration of the covenants and conditions hereinafter set forth, Company and IM agree as follows:
No unauthorized claims: IM is fully responsible for all verbal and written statements that are not expressly contained in official HOUSE JERK materials regarding HOUSE JERK products, services, and the Marketing and Compensation Plan. I agree to indemnify HOUSE JERK and its directors, officers, employees, and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by HOUSE JERK as a result of my unauthorized representations or actions. I will not claim, elude, suggest, or persuade any person(s) that HOUSE JERK, and/or the HOUSE JERK system are endorsed by, related to and/or affiliated with any other company, institution, and/or individual. I will further make no claim of income, whether earned or potentially available, in any unauthorized manner. If a member decides to engage in a real estate or business deal of any kind with a HouseJerk member, officer, owner or anyone else affiliated in any way with HouseJerk, such a deal is between the member and that other person/individual only. HouseJerk cannot be held liable for any monetary losses resulting from such a deal or business transaction and shall be held harmless.
Purchase of products or services for personal use: IM acknowledges and understands that although IM may purchase HOUSE JERK products or services for personal use; such purchase is NOT REQUIRED to participate as a HOUSE JERK Independent Member.
No media contact: IM shall not attempt to contact media or respond to media inquiries regarding HOUSE JERK, its products or services, or my independent HOUSE JERK business for any reason. All contact from the media or inquiries made by any type of media shall be immediately referred to HOUSE JERK. Violators are subject to immediate termination of the Independent Member Agreement and/or applicable legal action.
No spamming: IM shall not send unsolicited commercial emails or fax transmissions, unless such broadcasts strictly comply with applicable laws and regulations including, without limitation, the federal CAN-SPAM Act (US) and the Personal Information Protection and Electronic Documents Act (Canada). Any email or facsimile sent by IM that promotes HOUSE JERK, the HOUSE JERK opportunity, or any HOUSE JERK product or service shall comply with applicable Statements of Policies & Procedures.
IM shall notify HOUSE JERK of any problems that arise during the course of this agreement.
This Agreement shall become effective upon acceptance of agreement. IM agrees to perform services as Independent Member for HOUSE JERK, from HOUSE JERK’s receipt of this agreement submittal. HOUSE JERK may terminate the use of IM's services at any time, without cause and without further obligation to IM, except for payment due for services rendered prior to date of such termination, less potential and actual outstanding obligations. Termination of this Agreement, or of services shall not affect the provisions under Sections 5-11, hereof, which shall survive any termination.
4. PAYMENT TERMS
Compensation Plan grid can be provided upon request and is located in the HOUSE JERK Website backoffice. IM acknowledges that the Compensation Plan and/or product & services mix can be changed at any time at the sole discretion of HOUSE JERK.
IM will be paid by HOUSE JERK for all outlined activity (i.e. memberships, seminars, etc.) manually or automatically entered successfully into the HOUSE JERK website portal based on the aforementioned compensation plan on at least a monthly (30 day) basis after official company hard launch. IM understands and agrees that he/she is not entitled to any compensation or benefits other than as expressly set forth in the Compensation Plan. Due to electronic commissions tracking being in place, IM cannot claim any sales that were not manually or electronically successfully entered into the HOUSE JERK sales portal with proper sales ID (member ID or promo code) entered and will not be paid commission on such sales. IM acknowledges that House Jerk reserves the right to hold any commissions if Fraud is suspected while it researches to determine if such fraud has taken place. IM will be paid immediately after such research is complete if no fraud has been committed.
IM acknowledges that they must be a paid member of House Jerk to receive commissions. Unpaid members can be terminated at anytime at the sole discretion of House Jerk.
Basic membership – This level of membership is only $99, but IM does not get paid any commissions on there downline. In order to be paid any commissions, IM understands they will need to upgrade to the full membership of $297.
IM will be paid by HOUSE JERK via Prepaid Debit Card or Direct Deposit sourced by vendor Payoneer Payment Solutions Ltd if commissions balance is above $10. IM will apply for debit card or Direct Deposit as required. Any transaction fees charged are between Payoneer Ltd and IM. House Jerk does not collect any fees from IM for debit card activity. Due to Payoneer’s very basic acceptance policies, HOUSE JERK may at its sole discretion terminate IM if not accepted for the aforementioned debit card or direct deposit option. Pay will be forfeited if Card or direct deposit not issued (due to fault of the Rep.) within 4 pay cycles (2 months) of pay date. IM may request to be paid by check one time via written email or back office trouble ticket if extenuating circumstances; however, it is at the sole discretion of House Jerk if such a request is granted for one time only.
Website subscriptions are refundable within 30 days of sign up. Subscriptions can be terminated with notice therefore preventing the next monthly subscription payment. House Jerk may take up to 3 business days to terminate after a request is made so request must be made at least 3 business days before the next subscription payment is due.
IM agrees by becoming a member of HouseJerk that you are opting in to receive all of our text messages and email communications. This may include charges to your cellular phone bill where your plan does not include but a certain number of text messages per month. Standard text messaging rates will apply.
IM agrees that certain products and/or services may take up to 7 business days to be fulfilled or provisioned due to varying processing methods.
IM agrees that a Federal W-9 form must be successfully received by HOUSE JERK or HOUSE JERK reserves the right to withhold payment until such W-9 form is received.
HOUSE JERK reserves the right to charge IM for the check or direct deposit or prepaid card processing amount that is being charged by its payment processing vendor if applicable.
In the event of voluntary or involuntary termination of IM status or sales rights, individual sales activity will be paid through the day of the termination. Last payment may include payment due less any potential and actual outstanding obligations to HOUSE JERK.
At its sole discretion, HOUSE JERK reserves the right to use a portion of its revenues and/or profits to pay bonus or sharing money to IMs that have achieved certain levels at its sole discretion.
IM acknowledges that the average Independent Business Owner in the Network Marketing Industry averages less than $1000.00 per year. Some may make less and some considerably more.
5. CONFIDENTIALITY, OWNERSHIP, AND INTELLECTUAL PROPERTY
(a) IM recognizes and acknowledges that HOUSE JERK possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the terms "Confidential Information" and “Intellectual Property” include all information and materials belonging to, used by, or in the possession of HOUSE JERK relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include: (a) information that was already within the public domain at the time the information was acquired by IM; or (b) information that subsequently becomes public through no act or omission of the IM. IM agrees that all of the confidential information is and shall continue to be the exclusive property of HOUSE JERK, whether or not prepared in whole or in part by IM and whether or not disclosed to or entrusted to IM's custody. IM agrees that IM shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of HOUSE JERK, except as may be directed by a senior official of HOUSE JERK, or by a court of law. IM agrees to not use nor produce any advertising or marketing materials without the expressed and specific written consent from HOUSE JERK. Without limitation, this includes any media ads, personal stationary business cards, marketing material, brochures, flyers, banners, personally-created Web sites, car signs, or any item that includes the name, logos, trademarks, slogans, photographs, employee or agent likenesses, etc., of HOUSE JERK, or to promote an Independent Member of HOUSE JERK, at a business or event. No HOUSE JERK produced materials may be reproduced or sold to others or included in a package for sale or resale. IM agrees that HOUSE JERK scripts and documents, whether audio, visual, electronic, printed or in any format, shall not be altered, abridged, or added to in any manner.
(b) To the extent any inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, software code, or other materials prepared by IM in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by HOUSE JERK and they shall be deemed "work for hire" as such term is defined under U.S. copyright law. To the extent any such materials do not qualify as "work for hire" under applicable law, and to the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection, IM hereby irrevocably and exclusively assigns to HOUSE JERK, its successors, and assigns, all rights, title, and interest in and to all such materials. To the extent any of IM rights in the same, including without limitation any moral rights, are not subject to assignment hereunder, IM hereby irrevocably and unconditionally waives all enforcement of such rights. IM shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement. All documents, magnetically or optically encoded media, and other tangible materials created by IM as part of its services under this Agreement shall be owned by HOUSE JERK.
6. RETURN OF MATERIALS
IM agrees that upon termination of this Agreement, IM will return to HOUSE JERK all notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of HOUSE JERK. IM will not retain any such materials.
IM warrants that:
(a) IM's agreement to perform the Work pursuant to this Agreement does not violate any agreement or obligation between IM and a third party; and
(b) The Work as delivered to HOUSE JERK will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; and
(c) The services provided by IM shall be performed in a professional manner, and shall be of a high grade, nature, and quality. The services shall be performed in a timely manner and shall meet deadlines agreed between IM and HOUSE JERK.
(d) IM will not interfere or attempt to interfere with the business relationships or disparage the good name or reputation of HOUSE JERK, will not take any action which brings HOUSE JERK into public ridicule or disrepute or persuade, or attempt to persuade any customer, employee, contractor, supplier or other party having a business relationship with HOUSE JERK to discontinue or alter such individual’s or entity’s relationship with HOUSE JERK
(e) Except to the extent HOUSE JERK has first agreed in writing, no means or methods by which sales or new IM recruits are obtained and/or delivered shall require use of any patent, copyright, trademark or other third-party proprietary right for which use HOUSE JERK would be liable for royalty or other payments. Samples would include websites, web based advertising or recruiting and marketing/sales flyers.
IM agrees to indemnify, defend, and hold HOUSE JERK and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any breach of this Agreement by IM.
9. RELATIONSHIP OF PARTIES
IM is an independent member of HOUSE JERK. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon HOUSE JERK's sole discretion to terminate this Agreement at any time, without cause. IM further agrees to be responsible for all of IM's own federal and state taxes, withholding, social security, insurance, and other benefits.
10. OTHER ACTIVITIES - NON-COMPETE AGREEMENT
IM is free to engage in other independent contracting activities, provided that IM does not engage in any such activities which are inconsistent with or in conflict with any provisions hereof, or that so occupy IM's attention as to interfere with the proper and efficient performance of IM's services hereunder. IM agrees not to induce or attempt to influence, directly or indirectly, any other member at HOUSE JERK to terminate his/her agreement and work for IM, another company or any other person, its successors or assigns for a period of 1 year from termination of this agreement.
I shall not disclose any proprietary information that may be made available to me including; Genealogy reports, customer lists, or other documentation, nor will I attempt to solicit those Independent Members of HOUSE JERK nor prospective clients or recruits of those Independent Members for enrollment in other programs or activities.
For purposes of this agreement, engaging in “any business substantially similar to, or in competition with the business of HOUSE JERK” shall mean: (i) engaging in a business as an owner, partner or agent; (ii) taking employment with a third party engaged in such business either as an employee, contractor or consultant; or (iii) soliciting customers for the benefit of a third party engaged in such business.
(a) Attorneys' Fees. Should either party hereto, or any heir, personal Member, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or IM's relationship with HOUSE JERK, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs for such legal proceedings from the non-prevailing party or parties.
(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to conflict of law principles.
(c) Entire Agreement. This Agreement, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.
(d) Amendment. This Agreement may be amended only by a duly authorized Member of HOUSE JERK.
(e) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
(f) Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.
(g) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
(h) Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of HOUSE JERK, by an officer of HOUSE JERK or other person duly authorized by HOUSE JERK.
(i) Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach of any covenants by IM, the damage or imminent damage to the value and the goodwill of HOUSE JERK's business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that HOUSE JERK shall be entitled to injunctive relief against IM in the event of any breach or threatened breach of any such provisions by IM, in addition to any other relief (including damages) available to HOUSE JERK under this Agreement or under law.
(j) Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to IM's residence, or to HOUSE JERK's principal office, as the case may be.
(k) Assistance. IM shall, during and after termination of services rendered, upon reasonable notice, furnish such information and proper assistance to HOUSE JERK as may reasonably be required by HOUSE JERK in connection with work performed by IM; provided, however, that such assistance following termination shall be furnished at the same level of compensation as provided in Section 4.
(l) Disputes. This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia, without regard to principles of conflicts of laws. In the event of a dispute between an IM and the Company arising from or relating to the Agreement, or the rights and obligations of either party, the dispute shall be settled totally and finally by arbitration.
The parties consent to jurisdiction and venue before any federal or state court in Atlanta, Georgia, for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration.
If IM wishes to bring an action against the Company for any act or omission relating to or arising from the Agreement, such action must be brought within six (6) months from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against the Company for such act or omission. IM waives all claims that any other statute of limitations applies.
If any provision of this Agreement is held invalid, void, or voidable by an arbitrator or court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable and to reflect the intent of the parties as nearly as possible. All other remaining provisions shall remain in full force and effect.
EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IMREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF, OR RELATING TO THIS AGREEMENT, OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
12. VENDORS AND VENDOR USERS
You are invited to connect with a Vendor for a particular type of service or product. We are not involved, expressed or implied, in any way with the actual transaction between You and the Vendor. We have absolutely no control over the quality, safety, legality or accuracy of the transactions that take place on Our Website. Furthermore, We are not responsible for the accuracy of the listings and descriptions that Vendors provide on this Website. We are not responsible for the actions or inactions of Vendors.
HouseJerk attempts to identify the identity of Vendors when they register for memberships on our Site. However, We cannot guarantee their identity, nor can We or will We guarantee their capabilities.
Users, You acknowledge and agree that HouseJerk does not provide any of the products or services advertised or offered by Vendors. You acknowledge that WE DO NOT ENDORSE ANY VENDOR OR THEIR PRODUCT(S) and/or SERVICES. Any transaction between You and the Vendor; We are not a party to that transaction. We will not be a neutral or party to any dispute arising between You and a Vendor.
We reserve the right to place Your business in a category that We feel best represents Your services or products.
In order to post Your information on this Site, You first have to be a paying IM of HouseJerk. If HouseJerk believes that Your account information is untrue, inaccurate, out-of-date or incomplete, we reserve the right to suspend or terminate the Vendor (Your) account.
You are solely responsible for the activity that occurs on Your account, whether authorized by You or not. You must keep Your information including Your login Username and Password, payment method, payment information and any other information that is submitted to the Site secure. You must notify HouseJerk at firstname.lastname@example.org if there is any breach of security or unauthorized Use of Your account. We will not be liable for any loss You incur due to any unauthorized Use of Your account. You are required to change Your password every thirty (30) days.
You are invited to connect with a User for a particular type of service or product. We are not involved in any way with the actual transaction between You ("Vendor") and the User. We have absolutely no control over the transactions that take place on Our Website. We are not responsible for the actions or inactions of Users/ the customers that You acquire through the Use of this Site.
Vendors, You acknowledge and agree that HouseJerk does not endorse You or Your products or services. Any transaction between You and the User/customer; We are not a party to that transaction. We will not be a neutral party to any dispute arising between You and a User/customer. You further acknowledge that We are in no way responsible for assisting You in reaching an agreement with any person, entity or party; nor are We responsible for assisting You in providing goods and services to any person, entity or party. While all Users are required to give Us accurate information about themselves, We cannot and will not verify this information or guarantee the ability of Users/customers to complete payment for any of the products or services You provide. Any transaction You enter into with a User/customer is strictly between You and the User/customer, and HouseJerk is not a party to that transaction. Any dispute You have with a User/customer is between You and the User/customer, and We will not be a party to that dispute. We are not responsible for the actions or inactions of Users.
Vendors agree to follow the advertising laws that are guided by the FTC.
You agree not to infringe, copy, alter, reproduce photo’s, lettering, logo’s, trademarks, manuscript of any kind that was made or produced by another User, person or entity and claim the piece as Your own.
Information That You Submit
Vendors/Users are solely responsible for the content that they post on this Site. By posting content on this Site You represent that You have permission and fully own the rights to such content; You are the legitimate and rightful grantee to Use, distribute, reproduce and distribute such content. You also automatically grant HouseJerk the right, royalty free to such content. You shall verify submitted information prior to submitting it. Any information on this Site should not contain Your personal information, another’s personal information, shall not violate any applicable laws, will not violate the terms of this agreement, will not infringe on a third parties intellectual property rights including but not limited to copyright, patent or trademark rights. You shall not post any private information from another party. You will not create liability for HouseJerk in any manner. You will not involve the upload or insertion of any programming, Trojans, hardware, adware, etc.
13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT HOUSEJERK SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE, PROFITS, BANKRUPTCY, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HOUSEJERK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THIS WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE OR MEETING OR SEMINAR; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOURTRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY PERSON (INCLUDING THIRD PARTY, COMPANY EMPLOYEE OR COMPANY OFFICER)ON THE WEBSITE OR IN A MEETING OR SEMINAR; (v) ANY OTHER MATTER RELATING TO THE WEBSITE OR MEETING OR SEMINAR; (vi) ANY RECOMMENDATION OR STATEMENTWHICH MAY BE CONSTRUED AS ADVICE IN PURCHASING,SELLING, RENTING, LEASING OR DEALING IN ANY ASPECT OFREAL ESTATE OR IN CONDUCTING OF YOUR BUSINESS ACTIVITIES. HOUSEJERK TAKES NO RESPONSIBILITY FOR THE ACCURACY AND MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OR VALIDITY OF ANY CLAIMS OR STATEMENTS CONTAINED ON THE WEBSITE OR MADE IN MEETINGS OR SEMINARS. (vii) ANY AND ALL OTHER TYPES OF LOSSES AND LIABILITIES NOT HERETOFORE SET FORTH.