BUSINESS ETHICS STANDARDS AND AKNOWLEDGEMENTS
HustleTime Fitness LLC may add or change its policies or practices at any time without prior notice.
As an Independent Contractor of HustleTime Fitness LLC, I understand not an employee and I am NOT entitled to any workers compensation and other benefits.
- I will always be honest, professional, and respectful in my business dealings with prospects, clients, and fellow independent contractors. I understand that no one can authorize or require me to make a dishonest statement.
- I will not engage in discrimination based on race, color, religion, sex, national origin, disability, marital status, veteran status or any or characteristics protected by law and will not engage in any form of harassment.
- I understand that HustleTime Fitness LLC offers the chance to earn income but how well I do are based on my individual efforts and ability.
- I understand that no one is required to purchase any products from me, and I will not offer incentives like cash, gifts, or such, to persuade prospective clients and/or customers to buy.
- I will only solicit and sell products and services authorized by HustleTime Fitness LLC and act in the best interest. I will not solicit, sell, market, or promote other products or services not authorized by HustleTime Fitness LLC.
- I will conduct business in an honest, ethical manner; honestly and fairly describe HustleTime Fitness LLC products and act in a manner that will protect and promote the goodwill and reputation of HustleTime Fitness LLC.
INDEPENDENT CONTRACTOR AFFILIATE AGREEMENT THIS IS A LEAGALLY BINDING CONTRACT. READ IT CAREFULLY
This Agreement (the "Agreement") is made between, HustleTime Fitness LLC (the "Company"), and (the "Independent Contractor"). The Independent Contractor will provide a liaison between the customer and HustleTime Fitness LLC. Once the customer places an order through the website (Hustletimefitness.com), they will receive a one-time compensation based on the plan that is specified in the agreement. The independent contractor will receive compensation for every transaction they bring in. The independent contractor will be required to complete a W-9 form. The Independent Contractor represents that s/he has complied with all Federal, State, and local laws regarding business permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required as an Independent Contractor pursuant to this Agreement, and as such, provides his/her SSN Number. The Independent Contractor is or shall remain open to conducting similar tasks or services for the Company, which may not be listed or described below, or for entities other than the Company.
AFFILIATION
The independent contractor will be considered an affiliate of HustleTime Fitness LLC and shall provide services under the Company. Affiliate accepts to such engagement and agrees to be subject to the terms and conditions as well as any other agreements listed on the website (hustletimefitness.com). Affiliate also accepts to be excusive and agrees to not promote, solicit, or market products or services by another entity within the same industry.
INDEPENDENT CONTRACTOR REPRESENTATION
The implementation of this Agreement does not constitute a hiring by either party. It is therefore the intention of the parties that the Independent Contractor shall maintain an independent contractor status and shall not be considered an employee for any purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, Social Security Act, Federal Unemployment Tax Act, provisions of the Federal Internal Revenue Code, State Revenue and Taxations Code relating to income tax withholding, Workers' Compensation Insurance and other benefit payments and third party liability claims.
Therefore, staying within the Scope of Practice, the Independent Contractor shall retain sole and absolute discretion in the manner and means for the carrying out of his/her activities and responsibilities contained herein this Agreement. This Agreement shall not be construed or considered to be a partnership or joint venture, and the Company shall not be held liable for any obligations incurred by the Independent Contractor, unless otherwise specifically authorized as such in writing. The Independent Contractor shall not act as an officer, board member, or partner of the Company, superficially or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing.
RESPONSIBILITIES, DUTIES AND SCOPE OF PRACTICE
The Independent Contractor herein agrees to devote the necessary amount of time, energy and attention required to satisfactorily complete, conclude and/or archive the above duties/responsibilities:
- Contractor will use commercially reasonable efforts to promote HustleTime Fitness LLC products to prospective End Users.
- Contractor will not send SPAM or unsolicited e-mails and communications (whether personalized or bulk, personal or commercial) in promoting HustleTime Fitness LLC products.
- Contractor will comply with all applicable laws and regulations, including without limitation anti-corruption and anti-bribery laws and regulations, such as the U.S. Foreign Corrupt Practices Act, as amended.
- Contractor will accept reasonable sales and marketing direction from HustleTime Fitness LLC in marketing HustleTime Fitness LLC products.
- Contractor will maintain and provide HustleTime Fitness LLC reasonable access to all the independent contractor records and documentation regarding the marketing of HustleTime Fitness LLC products and performance under this Agreement.
- Contractor will not misrepresent the features, performance specifications or other components of HustleTime Fitness LLC or any agreements, including but not limited to all agreements and contracts listed on the website (Hudtletimefitness.com).
- Contractor will use, share, safeguard and destroy PII only in accordance with state and federal laws.
FURTHERMORE, the Independent Contractor shall perform all responsibilities and duties that may be associated within the Scope of practice. The Independent Contractor shall have full discretion within the Scope of practice but shall not engage in any activity which is not expressly set forth by this Agreement without first obtaining prior written authorization.
WORK SCHEDULE
The Independent Contractor shall be responsible for creating their workflow schedule. Any directions or advice provided to the Independent Contractor regarding the Scope of practice shall be considered a suggestion only and not an instruction.
COMPENSATION
The Independent Contractor shall be entitled to a 5% net one-time and recurring commissions at the time the customer places the order with the correct affiliate code provided. If any of the above requests are not fulfilled the independent contractor may not receive compensation.
Total Compensation Amount: Compensation shall become due and payable to the Independent Contractor upon receipt of an invoice by the customer and payable pursuant to the following schedule and method:
Compensation Schedule: Compensation will be paid on Fridays each week. If no orders are placed within the week, no commissions will be paid out.
Compensation Method: ACH Credit.
TAX WITHHOLDING
The Independent Contractor acknowledges and recognizes that they shall receive an IRS Form 1099 and related tax statements and shall be required by law to file corporate and/or individual tax returns, and to pay said taxes pursuant to all provisions of applicable Federal, State and Local laws. The Independent Contractor herein pledges and agrees to indemnify the Company for any damages or expenses, including any related attorney's fees, and legal expenses incurred by the Company because of Independent Contractor's failure to make such required payments. Upon the Company's reasonable request, the Independent Contract shall provide proof of required tax payments.
You will conduct your business in an honest, ethical manner; honestly and fairly describe your products and services; act in a manner that will protect and promote the goodwill and reputation HustleTime Fitness LLC.
CONFIIDENTIAL DISCLOSURE AND NON-COMPETE
Confidential Disclosure: The recipient hereby acknowledges the following information:
For the purpose of this agreement, “confidential information” shall mean any information or material that is proprietary to a party or designated as Confidential Information by a party and not generally known by non-party personnel, including but not limited to, all confidential and proprietary information relating to the business of the parties, and includes (but is not limited to) business plans, marketing plans, financial projections and other financial information, intellectual property matters, web site content and development, trade secrets, contracts, customer lists, vendors and employee matters. The term confidential Information includes information in both oral and written form or contained in any other type of storage medium. Information relating to the providing party`s consultants, customers’ vendors, research and development, software, or marketing plans is also considered confidential Information.
Agents & Contractors: All Confidential Information disclosed by the disclosing party (“the Owner”) to the receiving party (the Recipient”) shall be treated by the recipient and by its agents and employees, as confidential and shall be maintained by the Recipient and its agents and employees in confidence and shall not be disclosed to anyone in any form without the prior written consent of the owner. The Confidential Information shall not be used by the Recipient or its agents or employees other than in connection with the Discussions
Communication of Confidential Information: The Recipient shall transmit the confidential Information for the purposes of the Discussions only to those persons who are informed by the Recipient of the confidential nature of the confidential Information, who shall have previously agreed to be bound by the terms and conditions of this Agreement and who are required to see the confidential information in connection with the Discussions. In any event, the recipient shall be responsible for any breach of this Agreement by any of its agents or employees.
Exclusions: The following shall not be deemed to constitute confidential information and shall not be subject to the restrictions set forth in this Agreement.
(a). Information that is known by the Recipient at the time of receipt from the Owner, and that is not subject to any other nondisclosure agreement between the parties.
(b). Information that is now or later becomes generally known in the industry through no fault of the Recipient, is later distributed or generally disclosed to the public by the Owner or is obtained from a third party by the Recipient and the Recipient believes that the third party has a legal right to transmit the information.
(c). Information that is otherwise lawfully developed by the Recipient, or Lawfully acquired by the Recipient from a third party. “Lawfully developed” shall mean information that is independently developed as shown by the books and records of the developer, “lawfully acquired” shall mean acquired from a third party without restrictions on further disclosure when the third party had the right to provide the information to the party receiving the information.
Return or Destruction: The Confidential Information, including the analyses, compilations, studies or other documents, tapes or software prepared or delivered by the Owner will be returned to the Owner or destroyed immediately upon the request of the Owner, and the Recipient shall not retain any copies thereof.
Notice of Disclosure: If the Recipient or anyone to whom the Recipient transmits the Confidential Information becomes legally compelled to disclose the confidential Information, the Recipient shall provide the Owner with prompt written notice so that the Owner may seek a protective order or other appropriate remedy. The Recipient shall cooperate with the Owner in its efforts to obtain such remedies, but the Recipient shall not be required to undertake litigation or legal proceedings in its name. If the Recipient is legally obligated to disclose any confidential Information, the Recipient shall furnish only the portion of the confidential Information which is legally required and will exercise its reasonable best efforts to assure that confidential treatment will be accorded the confidential Information.
Accurateness: Although each providing party has endeavored to include in the confidential Information certain information which it considers to be relevant for the purpose of the Discussions, the parties acknowledge that each providing party makes no representation or warranty as to the accuracy or completeness of the confidential Information. Each receiving party agrees that neither the providing party nor any of its directors, officers, employees, affiliates, agents, advisers, or representatives shall have any liability to the receiving party or to any of its representatives resulting from the use of the Confidential Information, except in accordance with representations and warranties that may be made in any definitive agreement entered by the parties with respect to the Discussions.
Discussions: The parties understand and agree that no agreement with respect to the Discussions shall be deemed to exist unless and until a mutually acceptable and final definitive written agreement has been executed by the parties. Company and Recipient each reserve the right, at any time and without any liability, to (i) reject any proposals from the other party, (ii) terminate negotiations with the other party regarding the Discussions, or (iii) enter a transaction similar to the Discussions with a third party without notice to the other party, provided that no such event will relieve either party from its obligations under this Agreement.
Independent Contractor: Contractor will be and act as an independent contractor and not as an employee of Company and will provide services under this Agreement without any supervision from Company. Because Contractor is an independent contractor, Contractor will not be entitled to any benefits that Company may make available and Company will not withhold or make payments for state or federal income tax or social security, make unemployment insurance or disability insurance contributions, or obtain worker`s compensation insurance on contractor`s behalf, company will issue contractor a 1099 form with respect to contractor`s compensation under this agreement.
Term: The terms of this agreement (the "Terms") will remain in effect during the duration of this contract.
Termination: This Agreement will be subject to early termination upon the breach of any policy enforced by the company. The company may terminate the contract at any time without prior notice given.
Equipment: Equipment that is separately owned by each Party shall remain separate and distinct property of each Party unless alternatively agreed to in writing. Routine inspections and maintenance of equipment and supplies shall be in accordance with the manufacturer`s recommendations, the owner of the applicable equipment is responsible for the costs associated with these routine inspections and maintenance, repair, and replacement of such equipment.
Arbitration Clause: “Dispute” means any type of dispute in any way related to your relationship with HustleTime Fitness LLC that under law may be submitted by agreement to binding arbitration, including allegations of breach of contract, personal or business injury or property damage, fraud, and violation of federal, state, or local statutes, rules, or regulations. HustleTime Fitness LLC may exercise rights under this agreement without first being required to enter good faith negotiations or initiate arbitration.
The arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If you do not want to use AAA, then you may select Judicial Arbitration and Mediation Services, Inc. (“JAMS”), or if mutually agreed, another arbitration administrator. The arbitration will be held nearest where HustleTime Fitness LLC place of business, or if that is inconvenient to you, HustleTime Fitness LLC and the party will mutually agree on an arbitrator location.
If you bring a claim in arbitration, you will be responsible for paying the administrator that part of the filling fees equals to the cost of filling a complaint in a court of general jurisdiction in the county of your residence. HustleTime Fitness LLC will initially pay any additional filling fees and you will also pay all reasonably incurred arbitrator compensation and expenses due to the administrator or the arbitrator in connection with the arbitration unless you wish to pay any part. You will be responsible for your own attorney fees and those expenses that are not due to the administrator or arbitrators to the same extent as you would be responsible if proceeding in a court of law.
Should the arbitrator find that either you or HustleTime Fitness LLC has pursued claims, defenses or discovery that are frivolous, lack evidentiary support or a presented for any improper purpose, such as to harass, cause unnecessary delay or needlessly increase the expenses of arbitration, the arbitrators may order the offending party to reimburse the other party for some or all the arbitration fees, compensation and expenses and attorney fees. The initial payment of arbitration fees, compensation and expenses by HustleTime Fitness LLC, as provided above, shall not deprive HustleTime Fitness LLC of any statutory right to seek or recover attorney fees or expenses of arbitration, to which they would otherwise be entitled. As to any claims against either party, the arbitrators may award any damages or other relief that a court of competent jurisdiction could award under the laws applicable to each claim.
Each party to the arbitration will select his, her or its arbitrator and provide the arbitrator`s name and contact information to the other party. These arbitrators (who shall non-neutral) will appoint a third neutral arbitrator. If the parties` arbitrator cannot agree on a third arbitrator, the arbitration administrator will select the third arbitrator.
Dipositive motions are permitted and will be considered and ruled upon as if submitted under the Federal Rules of Civil Procedure. A transcript of the proceeding will be made, and the arbitrators will state their findings of fact and conclusions of law along with their award. All aspects of the arbitration, including transcripts and documents will be kept confidential to the maximum extent permitted by law. If any court is asked to review the award, the court will review entire record of the arbitration proceeding. The rules of evidence that would apply in any civil case in any Federal court will apply in the arbitration. The Federal Arbitration act will govern the arbitration interpretation and enforcement.
If for any reason there is an actual court case on any matter, you and HustleTime Fitness LLC waive the right to a jury trial. HustleTime Fitness LLC and its officers, directors, or officials and if named as a party to a dispute with the foregoing, any HustleTime Fitness LLC agent, is intended to be a third-party beneficiary of this provision and has the same right to enforce it as do you and HustleTime Fitness LLC. Injunctions in aid of arbitration are permitted.
In the interest of prompt and inexpensive resolutions of disputes, no dispute subject to arbitration shall be consolidated with any other contractors’ disputes or prosecuted as a class or collective action, except as agreed by all parties. The arbitrators shall have no authority to consolidate one individual claim with the claims of any other individual or to entertain a class or collective action in the absence of agreement by all parties. To the extent there is any dispute about the availability of consolidation of arbitrators or class or collective procedures in arbitration, that issue shall be resolved by a court of competent jurisdiction. You agree that you shall not serve as a class representative or class member or act as a private attorney general in any dispute with HustleTime Fitness LLC.
The Parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes decided through arbitration.
Representations and Warranties of Contractor: Contractor represents and warrants to company that the following statements are true and correct:
(a) Follow and cause all personnel to follow all protocols established by Company.
(b) Comply with all applicable laws and regulations in connection with this Agreement performed by Contractor.
(c) Maintain all books and records relating to this Agreement performed by Contractor and pay all undisputed obligations of the business related in a timely and reasonable manner.
(d) Electronic content created by Contractor for the Company is the exclusive ownership of the Company.
(e) Provide notice to Company upon the occurrence of any event which may have a material adverse effect contractor`s ability to fulfil its obligations under this agreement, including any:
(I). Event that may affect contractor`s ability to perform its obligations under this agreement.
(II). Failure or inability of contractor to comply with the terms of this agreement.
Disclaimer: company disclaims any liability of the Representations and warranties by contractor.
Non-compete: During the Term of this Agreement and for a period of 1 years after the termination of this Agreement, Contractors agrees to the following non-compete terms:
(a). Contractor shall not engage in any consulting, or other activity involving soliciting, promoting, marketing, and selling similar products and services that competes with the business, proposed business or business interests of Company, and Contractor will not assist any other person or entity in doing so. Contractors in violation of any non-compete regulations are subject to termination, litigation, and fines.
(b). Contractor will not solicit any of company`s customers or prospective customers. Contractors may not exchange phone numbers with clients or prospective clients. Contractors shall not maintain a personal relationship of any nature with a client after a business transaction has been completed. Contractors in violation of any non-compete regulations are subject to termination, litigation, and fines.
(c). Contractor shall not engage in any consulting, persuading, convincing or talking to other contractors from leaving the company or any similar situation that competes with the business, proposed business or business interests of Company, and Contractor will not assist any other person or entity in doing so. Contractors in violation of any non-compete regulations are subject to termination, litigation, and fines.
General Provisions
(a). Sever-ability: If any provision of this Agreement is or becomes invalid under any provision of federal, state, or local law, such invalidity shall not affect the validity and enforce ability of any other provision hereof.
(b). Integration and Amendments: This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof, and no amendment, change or modification shall be effective unless in writing and signed by both Parties hereto.
Applicable Law: This is made under and shall be governed by and construed in accordance with the laws of the State of Arizona. The venue for any action to interpret or enforce this Agreement shall be in the state of Arizona.
Attorneys` Fees: In the event of any litigation or arbitration proceeding between the parties hereto concerning the subject matter of this agreement, the prevailing party in such litigation or proceeding shall be awarded, in addition to the amount of any judgement or other award entered therein, the costs and expenses, including reasonable attorneys` fees, incurred by the prevailing party in the litigation or proceeding.
All contracts must be electronically signed and approved prior to the effective date. If a contract is not approved prior to the effective date, HustleTime Fitness LLC may deny or provoke your rights as a contractor.
HustleTime Fitness LLC has the right to provoke, deny or hold any contracts that are non-compliant or for any other reasons.
HustleTime Fitness LLC is an equal opportunity employer and does not engage in discrimination based on race, color, religion, sex, national origin, disability, marital status, veteran status or any or characteristics protected by law.