This letter will confirm our understanding regarding the business relationship between the Service Provider (“you”) and BETTERWHEELS.com by joining or participating in the BETTERWHEELS.com network, you agree to abide to the Service Provider Terms and Policies outlined in this document.
Please Note: BETTERWHEELS.com reverses the right to alter this document at any time without advanced notification. You can review the most recent Service Provider Terms by clicking the "Service Provider Terms" hyperlink on the BetterWheels.com/Service Provider webpages.
You shall have the non-exclusive right during the Term (as defined below) of this document to introduce prospective individuals ("Customers") to BETTERWHEELS content, interface and process, for the purpose of providing vehicle inspection services to such Customers (the "Services"). For the purposes of this document, the term "Introduction" or "Introduce" shall mean tangible actions that you take to familiarize Customers to BETTERWHEELS.
Subject to the terms and conditions as outlined within this document, BETTERWHEELS agrees to compensate you for each vehicle inspection that you successfully complete and submit in your service provider portal. You will receive commission-based payment for each vehicle you inspect. However, you shall not be entitled to commissions on any orders/sales that are not directly attributable to your work or that result in refunds or chargebacks. "Commission" refers to the revenue you receive from the process of conducting pre-purchase vehicle inspections.
The Commission will be paid to you through a reputable third-party payment networks such as PayPal, Braintree or Stripe. You will be able to track your stats and commissions within your Service Provider portal. You must have a valid and approved BetterWheels service provider account to conduct inspections and receive commission payments. You must also have a valid bank account able to accept electronic payments in order to receive commission payouts.
Both parties expressly acknowledge and agree that you are an "independent contractor" of BETTERWHEELS. Nothing contained in this agreement shall be deemed or construed to create a partnership or joint venture, to create the relationships of employee/employer or principal/agent or otherwise create any liability whatsoever of any party with respect to the indebtedness, liabilities, obligations or actions of the other party. You hereby understand that you will have no authority hereunder to bind BETTERWHEELS or make any commitments on BETTERWHEELS's behalf without BETTERWHEELS's prior written consent. You agree not to take any action in connection with rendering of services hereunder that you reasonably believe would cause any third party to assume that you have such authority. The parties further acknowledge and agree that you shall not seek from BETTERWHEELS any retirement benefits, social security, worker's compensation, disability or unemployment insurance benefits or other employee benefits. You shall be responsible for declaring and paying for your own taxes.
Each party acknowledges that, during the Term of this letter, it may be exposed or have access to certain confidential and/or proprietary information and materials regarding the other's business, products and technology, including but not limited to information concerning a party's customers ("Confidential Information"). Information disclosed hereunder shall not be considered "Confidential Information" to the extent it: (i) is known to the receiving party prior to the disclosure thereof by the disclosing party, (ii) is or hereafter becomes, other than through the fault of the receiving party, generally available to the public, (iii) is disclosed to the receiving party by a third party other than in breach of an obligation of confidentiality owed by such third party to the disclosing party; or (iv) is independently developed by the receiving party as shown by the receiving party's written records. BETTERWHEELS and you each agree not to disclose or to divulge to any other party such trade secrets or confidential information.
You further agree that, upon the written or verbal termination request of this agreement or any termination due to the breach of this agreement you will surrender or destroy all copies, in any form or format, of the Confidential Information that were developed or provided during the conduct of the assignment. You acknowledge and agree that any violation of this Confidential Information provision may cause immediate and irreparable harm, which may result in damages. BETTERWHEELS.com may be entitled to equitable relief, including injunction and specific performance, to prevent the breach or threatened breach of such provisions and to secure their enforcement, in addition to all other remedies available to the party at law or in equity.
BETTERWHEELS hereby grants to you a limited, revocable and non-exclusive right to use the trademark "BETTERWHEELS®" (the "Trademark") during the Term of this letter solely in connection with providing vehicle inspection services in accordance with the terms outlined within this document.
You represent and warrant to BETTERWHEELS, that you and all your activities related to the vehicle inspection process, your business and this letter will not violate any applicable federal, state and/or local laws or regulations. You agree that you are responsible for all of the vehicle related activities you conduct as a Service Provider, including but not limited to local liability insurance requirements, state and federal regulations, personal and commercial auto and general liability, and that you are individually liable for any damages or losses incurred through personal property damage, bodily harm or any other damaged incurred during the vehicle inspection process as well as by your violation of this agreement and/or any applicable law, rule or regulation.
You are solely responsible for and we hereby disclaim all liability for, the vehicle inspection process, test drive, fault reporting, and communication you may have with the vehicle seller or customer. You agree that will not create the impression that you are a direct employee of BetterWheels or our website(s). You agree to comply with all applicable laws, rules and regulations, including, without limitation, all laws, rules and regulations applicable to the vehicle data collection, use, disclosure, retention and security of individuals personal information. We may terminate your participation in the Service Provider Program at any time, without notice.
All preliminary vehicle inspection data outside the direct access of BetterWheels must be presented for approval prior to being introduced to potential customers. To help to ensure we provide detailed vehicle inspection reports that meet our stringent quality standards, we may mark reports that the service provider submits as pending until which time a manual review can take place to approve the inspector reported data prior to presenting it to the customer. Commission payment may not be released until the report is made available to the customer.
Once your service provider application is approved you will be provided with access to our vehicle inspection generation software along with a basic technical orientation helping you utilize the system.
You acknowledge and agree that in some instances BETTERWHEELS may request you to provide some basic identifying information, such as full name, email address, service experience, Tax ID, desired payment method, and phone number, to use our Service Provider tools and be able to receive payment. In no way will we sell, share, or rent your information with any outside company.
As part of your pre-purchase vehicle inspection service and process, you agree to indemnify and hold BETTERWHEELS, and its directors, officers, employees, agents, contractors, licensors, and subsidiaries harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, due to or arising out of your breach of these Service Provider Terms, or made by any third party due to or arising out of (i) your use of the Website marketing materials, liability claims, and the vehicle data you collect and share during the inspection process (ii) your use of the BetterWheels website, tools, or services for unlawful or unauthorized purposes, and/or (iii) your violation of any law or the rights of a third party.
ALL materials and content as available through the BETTERWHEELS and the BETTERWHEELS.com WEBSITE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAWS, [SERVICE PROVIDER] DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS. [SERVICE PROVIDER] DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE WEBSITE. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK.
This Agreement shall be governed by the laws of the State of Nevada without respect to choice of law rules. Any dispute concerning the Program or this Agreement shall be settled by binding arbitration in Las Vegas, Nevada in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award made by the Arbitrator(s) may be entered in any court having jurisdiction thereof. You acknowledge that agreeing to such binding arbitration constitutes a waiver of your right to a jury trial and that this agreement to arbitrate is voluntary and not legally required. If any arbitration or legal action or similar proceeding is instituted by either party concerning the payment of our fees or costs advanced hereunder, the prevailing party shall be entitled to collect its reasonable attorney’s fees in addition to any other relief the party may obtain.
This letter as set forth herein represents the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, understandings, documents, negotiations, and/or discussions (whether oral or written) between the parties.
No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.