Your Approval on the presented estimate, quote or invoice, indicates that you have read and agreed to the scope of work and pricing.
By using our Services, you (the customer) and OC Tasker are agreeing to the following terms and conditions:
We shall use our commercially reasonable, diligent efforts to provide you the service described herein. Changes within the scope of the services shall be made only in a writing executed by both parties.
BILLING AND PAYMENT
Fees. As compensation to us for our provision to you of the Service, you agree to pay us the fees and other charges set forth herein. We shall invoice you immediately following the applicable service period. All fees and expenses are to be paid to an account designated by us or by cash, credit card (a 3% convenience fee will be applied), or check sent to us at the address below. You agree to pay us, in full, immediately after the work has been performed. We reserve the right to charge, and you shall pay, interest in the amount of one and one half percent (1.5%) monthly (or the maximum amount allowed by law, whichever is lower) on any invoiced amounts not paid within thirty (30) days after your receipt of our invoice therefore.
Expenses. In addition to our service, you agree to reimburse us any previously approved out-of-pocket expenses incurred by us in connection with the Service.
Invoice Disputes. In the event that you in good faith dispute any amounts billed by us in an invoice, you shall, within thirty (30) days of your receipt of the invoice, pay the undisputed portion of the invoice and notify us in writing, providing documentation and/or information to substantiate your dispute of our charges. Disputes not raised within such thirty (30) day period shall be deemed waived. All billing disputes shall be resolved in accordance with this Agreement.
You shall provide access to all necessary and appropriate resources to OC Tasker as may be required to accomplish the work objectives, including access to your premises, hardware, software, applications, and WiFi. You shall provide timely and accurate responses to any necessary and appropriate request for approval, information or direction by us with respect to the work.
Customer hereby grants OC Tasker a perpetual, non-exclusive license to use, copy, display, and distribute pictures and job details, excluding any confidential information of Customer, for the business purposes of OC Tasker.
REPRESENTATIONS AND WARRANTIES; INDEMNITIES
Services. Each Party warrants that it has the authority to enter into this Agreement. Each party warrants to the other that it has the full legal right to provide and acquire the Services, as applicable, on the terms set forth herein and that in doing so it shall perform its responsibilities and exercise its rights under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any known patent, copyright, trademark, trade secret or other proprietary rights of any third party.
Other Warranties. We represent and warrant that (a) the Service will be provided in compliance in all material respects with all applicable state and local laws and (b) OC Tasker has or will timely have all rights necessary to enable it to lawfully provide the Service.
OC Tasker’s work (labor) is warrantied for 1 year after the final date of work completion.
** Manufacturer's Warranty: This is a Warranty specifically offered by the original manufacturer of the product. It means that the manufacturer will repair the product within a certain time period if there are any manufacturing or other defects found in it after the purchase, and OC Tasker is not held responsible for any manufacturer's defective products. OC Tasker is not responsible for any manufacurer's warranty work, but OC Tasker will assist the customer, at its own discretion.
Disclaimer of Warranties. THE PRECEDING WARRANTIES ARE OC TASKER’S SOLE AND EXCLUSIVE WARRANTIES CONCERNING THE SERVICES AND ANY DELIVERABLES HEREUNDER. OC TASKER NEITHER MAKES, NOR SHALL BE DEEMED TO HAVE MADE, ANY OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO THE DESIGN, CONDITION, QUALITY, CAPACITY, OR OTHER ASPECT OF ANY OF THE SERVICES PROVIDED HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY SOFTWARE, HARDWARE, PERSONNEL, NETWORKING ASSISTANCE, OR CONSULTATION PROVIDED AS A PART OF SUCH SERVICES AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
Indemnification. Each Party shall indemnify, defend and hold the other Party harmless against any and all Claims asserted against and Losses incurred by the other Party in connection with any violation by it of any of the representations or warranties set forth hereunder.
The Customer agrees to indemnify, defend and hold harmless OC Tasker from any and all Claims asserted against and Losses arising from, in connection with, or based on (i) Customer’s use of the Services except to the extent such losses directly result from the gross negligence or willful misconduct of OC Tasker and (ii) Customer’s breach of its obligations under this Agreement.
TERM AND TERMINATION
Term. The term of this Agreement shall continue in effect until the later of the termination or completion of the Service described herein.
Termination. If either party believes that the other party has failed in any material respect to perform its obligations under this Agreement, then that party may provide written notice to the breaching party describing the alleged failure in reasonable detail. If the breaching party does not: (i) cure such failure, if it is a failure to pay amounts due hereunder, within ten (10) calendar days after receiving such notice; or (ii) cure such failure, if it is anything other than a failure to pay amounts due hereunder, within thirty (30) calendar days after receiving such written notice or, if such breach other than a failure to pay is not one that can reasonably be cured within such thirty (30) calendar day period, develop a plan to cure the failure promptly and diligently proceed according to the plan until the material failure has been cured; then the non-breaching party may terminate this Agreement for cause by written notice to the breaching party.
LIMITATIONS OF LIABILITY AND DAMAGES
LIMITATION OF LIABILITY. EXCEPT FOR BREACH OF ITS OBLIGATIONS PURSUANT BY INFRINGEMENT BY EITHER PARTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS SUPPLIERS OR CUSTOMERS) SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES.
LIMITATION OF DAMAGES. EXCEPT WITH RESPECT TO CLAIMS (A) FOR INDEMNIFICATION AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND (B) ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF OC TASKER OR ITS EMPLOYEES, THE AGGREGATE LIABILITY OF OC TASKER RELATING TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE-HALF OF THE TOTAL FEES PAID BY YOU WITH RESPECT TO THE SERVICES IN QUESTION.
DISPUTE RESOLUTION PROCEDURES
Upon written notice by one Party to another of a dispute, each Party agrees to appoint a senior management level representative to negotiate in good faith with the other Party to try to resolve the dispute. In the event that the Parties do not resolve a dispute within thirty (30) days of the receiving Party’s receipt of the foregoing notice of dispute, either Party may initiate arbitration in accordance with this Agreement
Any dispute between the Parties, except those for which injunctive relief may be sought in accordance with this Agreement, arising under or relating to this Agreement and not otherwise resolved in accordance with this Agreement to both Parties’ reasonable satisfaction, shall be settled by binding arbitration in Orange County, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. In any such arbitration proceeding, the Parties may take discovery pursuant to California law and rules. The final decision of the arbitrator or arbitrators shall be final and binding upon the Parties, shall include written findings of law and fact, and may be entered as a judgment in any court of competent jurisdiction. The cost of the arbitration, including the fees and expenses of the arbitrator or arbitrators, but not including the Parties’ respective attorneys’ fees, shall be shared equally by the Parties. The arbitrator or arbitrators shall be instructed to establish procedures such that a decision can be rendered within sixty (60) days of the appointment of the arbitrator or arbitrators. In no event shall the arbitrator or arbitrators have the power to award any damages described in and prohibited pursuant to this Agreement, which shall be binding upon the arbitrator(s).
Irrespective of the forum (whether a dispute is resolved or sought to be resolved through arbitration or, in the limited circumstances permitted herein, before a court), no dispute or action arising out of or relating to this Agreement (except for claims for nonpayment of services) may be raised or brought, as applicable, later than two (2) years after the cause of action or basis for the dispute became known to the injured Party. Nothing herein shall be construed to lengthen any shorter period of time provided for herein.
Subcontractors. OC Tasker may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, that (i) OC Tasker shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to OC Tasker and (ii) OC Tasker shall in all cases remain responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services as set forth, and the content of the Services provided to the customer.
Force Majeure. If the performance of any obligation hereunder is interfered with by reason of any circumstance beyond a Party’s reasonable control (“Force Majeure”), the Party in question shall be excused from such performance to the extent necessary, provided that that Party shall use reasonable efforts to remove such cause(s) of nonperformance. This shall not delay or excuse your obligations to pay all amounts due hereunder unless OC Tasker fails to provide services as a result of such Force Majeure.
Non-Solicitation. For a period of two (2) years from the date of this Agreement, Customer will not, without prior written permission from OC Tasker, solicit any employee, agent or personal services subcontractor of OC Tasker to become employed by or perform personal services for Customer; recruiting efforts directed to the public are not covered by this restriction.
Independent Contractor. We are providing the services under this Agreement as an independent contractor, and our personnel shall not be considered to be your employees or agents. This Agreement shall not be interpreted as creating any other form of relationship between you and us, including that of agency, representation, partnership, employment or joint venture. Neither Party may make any representation or incur any liability on behalf of, or otherwise bind, the other Party.
Applicable Law; Jurisdiction; No Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State California (without regard to conflicts of law principles), excluding the United Nations Convention on Contracts for the International Sale of Goods. The California State and federal courts located in Orange County, California, shall have exclusive jurisdiction over any legal action or proceeding arising out of any dispute between the Parties with respect to this Agreement, and each of the Parties hereby submits itself to the personal jurisdiction of such courts. The Parties waive their rights to a trial by jury for any disputes between them.
Waiver. Neither Party's failure, at any time, to enforce any right or remedy available to it under this Agreement shall be construed to be a waiver of such Party's right to enforce each and every provision of this Agreement in the future.
Severability. If any portion of this Agreement is terminated or deemed to be void or unenforceable, that portion of this Agreement shall be severed here from or reformed to the minimum extent necessary to render it enforceable, and the remainder of this Agreement shall continue to be effective and enforceable. This Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise that favors or disfavors either Party as a result of its responsibility for or participation in the drafting hereof.
Miscellaneous. This Agreement, together with any and all Amendments, constitutes the entire agreement between the Parties with respect to subject matter hereof and may be modified only by a writing signed by the Party to be charged therewith. All prior and contemporaneous purchase orders, agreements, representations, statements, proposals, negotiations, understandings, and undertakings with respect to the subject matter of this Agreement, whether written or oral, are superseded by this Agreement. No third party shall be a third party beneficiary under, nor shall it have the right to enforce the obligations of or assert any claim against either Party hereto pursuant to the terms and conditions of, this Agreement. This Agreement may be executed in counterparts which may include electronic means, all of which shall be considered one and the same agreement. In the event of a dispute between the Parties that results in arbitration or litigation between them, the prevailing Party shall have the right to recover its reasonable and actual attorneys’ fees and expenses from the other Party.