Leader Agreement Terms & Conditions
This Agreement will remain in effect for an initial term of 1 year following the Effective Date. After the initial term, the Agreement shall be automatically extended for additional 1 month terms unless either party provides not less than thirty (30) days prior written notice to the other of its intention not to renew the Agreement. After the initial 1 year term, Evolve reserves the right to change the Commission Percentage.
Termination for Cause.
In the event that either party materially fails to perform or comply with this Agreement or any provision hereof and fails to remedy the default within thirty (30) days after the receipt of written notice to that effect, then the other party shall have the right, at its sole option and upon written notice to the defaulting party, to terminate this Agreement.
Representation and Warranties
Evolve hereby represents that it has the expertise, knowledge and experience needed to provide the services described in this Agreement. Evolve agrees to comply with all laws and legal requirements. Except for the express warranty set forth herein, Evolve makes no other representations or warranties, express or implied, including, but not limited to, any warranties of merchantability or suitability for a particular purpose.
Liability and Indemnification
To the fullest extent permitted by law, Leader shall defend, indemnify and hold harmless Evolve, its officers, employees, agents and representatives from and against any and all claims, demands, damages, liabilities, expenses, losses of every nature and kind, including but not limited to attorney’s fees and costs, (collectively, “Claims”) arising out of the acts or omissions of Leader, its agents, employees, subcontractors and consultants in providing services, products and/or amenities to clients, including, without limitation, Leader failure to render services, injuries to Clients, Leader failure to comply with applicable laws (including data privacy laws applicable to Clients). This provision shall survive the termination of the Agreement for any reason.
This Agreement does not grant to the Leader any ownership right, title or interest in any intellectual property rights embodied in or associated with the services. Evolve shall be granted access to, and rights of use for, creative content owned by the Leader and associated parties. Such photographs and any accompanying descriptions shall not need to identify or give explicit credit to Leader.
Confidentiality and Member Data
Leader agrees to use any Member data or personal information solely for purposes of providing the client services expressly contemplated by this Agreement, and for no other purpose.
Limitation of Liability
With the exception of any fees due and payable to Leader, in no event, and under no set of circumstances, shall Evolve’s total aggregated liability to Leader or any third party claiming through Leader for any cause(s) of action or claim(s), either alone or in the aggregate, arising out of or under this Agreement and/or any and all attachment(s), exceed the fees actually collected by Evolve pursuant to this Agreement during the immediately preceding twelve (12) months.
a) Independent Contractor. Leader will perform its obligations under this Agreement as an independent contractor and not as the employee or agent of Evolve.
b) Jurisdiction. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Miami-Dade County, Florida. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. The parties further agree, to the extent permitted by applicable law, to waive any right to trial by jury with respect to any claim, counterclaim or action arising from the terms of this Agreement. If any legal action occurs the prevailing party shall be entitled to a refund of any and all costs including attorney fees, court fees, and travel fees.
c) Governing Law. This Agreement shall be subject to and interpreted in accordance with the substantive laws of the State of Florida.
d) Site Listing. Evolve has the right to withhold Leader’s listing from Evolve app. Entire Understanding. This Agreement and any attachments shall be considered the entire Agreement and shall constitute the termination of any prior Agreements including any written or verbal Agreements.
e) Amendments. Any amendment to this Agreement, must be in writing and signed by both parties before it will be effective.
f) Notices. Any and all notification with regard to this Agreement shall be conducted in written form and delivered either in person or via certified mail or overnight carrier.
By signing electronically, Leader acknowledges its understanding of the terms of doing business with Evolve and agrees to abide by these terms at all times. Each party to this Agreement represents and warrants that the execution, delivery and performance of this Agreement and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity. The parties may execute this Agreement in counterparts and by electronic signature, in which event such signatures shall constitute one document and shall create a valid and binding obligation on the executing parties.