Looker Agreement

Australia

Looker Agreement

WeGoLook Independent Contractor Agreement

WEGOLOOK AUS PTY LTD (“WGL”, "WeGoLook" or “WeGoLook.com”), and you (“Contractor”), for the consideration herein provided, the receipt and sufficiency of which are hereby acknowledged, state and agree as follows:

1. Effective Date. This Independent Contractor Agreement (the “Agreement”) shall commence upon written approval of the Contractor by WGL in its sole discretion (hereinafter referred to as “Effective Date”).  

2. Description of Services. WGL and Contractor agree that Contractor shall perform the following services in accordance with this Agreement on an assignment by assignment basis: From time-to-time, at the sole discretion of WGL, Contractor might be offered temporary and discrete assignments from WGL ("Assignment").  Examples include, but are not limited to, photography services, real property inspection services, personal property inspection services, information gathering services, accident scene diagram and measurement services, document retrieval services, courier services, and any other services as agreed between WGL and Contractor ("Services").

2.1 Acceptance of Assignments. Contractor may accept or not accept any offered Assignment. The procedure for accepting an offered Assignment is as specified on WeGoLook.com in effect at the time the Assignment was offered, or by other means provided by WGL, which may from time-to-time be modified without notice. WGL may offer Assignments concurrently to others on a "first to claim it gets it" basis, or on any other basis WGL deems appropriate.  WGL may revoke any Assignment after acceptance by Contractor (and offer that Assignment to another contractor) if Contractor fails to process the Assignment in an accurate and timely manner.  WGL is under no obligation to offer any Assignment, or any particular number of Assignments, to Contractor, just as Contractor is under no obligation to accept any Assignment, or any particular number of Assignments from Contractor.

3. Independent Contractor. By executing this Agreement, Contractor acknowledges, understands, warrants and agrees that the relationship between WGL and Contractor is the relationship of principal and independent contractor, and that nothing in this Agreement shall be deemed to make Contractor an employee,  servant, agent, partner, or part of a joint venture with WGL, its parent or affiliates, or, of any customer of WGL (and Contractor shall not hold him/herself out as such). For avoidance of doubt, this Agreement constitutes a contract for the provision of services and not a contract of employment. Contractor may perform work for others at any time without any limitation from WGL, except as otherwise provided in this Agreement.  Contractor has no authority to enter into contracts on behalf of WGL. WGL is not responsible for withholding, and shall not withhold anything from any payments to Contractor who shall be fully responsible for and shall indemnify WGL for and in respect of:

  1. Any income tax and other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. Contractor shall further indemnify WGL against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by WGL in connection with or in consequence any such liability, deduction, contribution, assessment or claim (other than where the latter arise out of WGL's negligence or wilful default);
  2. Any liability arising from any employment-related claim or any claim based on employment status (including reasonable costs and expenses) brought by Contractor against WGL arising out of or in connection with the provision of the Services and
  3. WGL may at its discretion satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.

Neither Contractor nor its employees or subcontractors shall be entitled to receive any benefits which employees or workers of WGL are entitled to receive.

Payments made by WGL to Contractor are not wages or salary.

Neither Contractor nor its employees or subcontractors are entitled to payment from WGL of any annual leave, sick leave, severance/redundancy pay, long service leave, superannuation or any other entitlement which an employee has in respect of his or her employment.

Contractor accepts full and exclusive responsibility for the payment of taxes payable in respect of the Services or the payments received by Contractor.

Contractor accepts full and exclusive responsibility for providing superannuation, sickness and leave benefits and workers compensation cover in respect of Contractor or any of its employees or subcontractors. 

3.1 Methods of Performing Assignments.  Subject to the conditions in this Agreement, including paragraph 4 and its sub-parts below, Contractor will solely be responsible for determining the method, means, personnel, strategies, work apparel, equipment to be used (not provided by WGL) and all other details associated with the performance of the Services. During the course of performing any Assignment, Contractor is expected to adhere to industry service and professionalism standards, including dressing and grooming him or herself in a manner that conveys professionalism and by practicing good personal hygiene.

3.2 Brand. WGL refers to Contractors as Lookers® or a singular Contractor as a Looker®. Contractor agrees to participate and cooperate with WGL in such branding. Unless otherwise directed by WGL in writing, when performing an Assignment, Contractor shall always use an identification badge that identifies himself or herself, as an independently contracted representative of WeGoLook.com, and not as the representative of any other company, business, or occupation in which Contractor might also be engaged.  If requested by WGL, Contractor shall carry an identification card, badge, or other documentation (provided by WGL) which shall identify Contractor as an independently contracted representative of WeGoLook.com.

4. Time of the Essence. The time frames for Contractor to complete each Assignment will be suggested on the Contractor’s dashboard on WGL’s website, or by such other means as WGL might utilize. Contractor agrees to schedule all appointments at a mutually agreeable time with all third parties and WGL customers.  Contractor understands that time is of the essence in all Assignments and that a WGL customer is relying upon Contractor to perform the Assignment in a timely manner, accurately, and completely, and that WGL's customer may be making important decisions based upon Contractor's report.  Contractor shall make a diligent effort to process all Assignments as quickly as possible, and before the deadline (if any), if reasonably possible.

4.1 Accessibility of Contractor. During any period in which Contractor has active but uncompleted Assignments and whilst actively performing any Assignment, Contractor must be readily and reasonably accessible to WGL by voice or text message via the WGL App for the proper, timely and expeditious performance of the Services. Contractor agrees to respond to all communications from WGL in a timely and expeditious manner.  Nothing in this provision prohibits Contractor from completing work for any other business entity during these periods of time, WGL only seeks clear lines of communication with Contractor during the pendency of an Assignment. 

4.2 Consent to Release Name. Some WGL customers request that they be provided with the name and contact information of the Contractor that handles their order, to which Contractor hereby consents.

4.3 Consent to Record Phone Calls.  Contractor understand that WGL will record all incoming and outgoing calls to/from WGL for specific business purposes.  This includes all calls made to and from Contractor.  Contractor hereby consents and agrees to having Contractor’s phone calls to/from WGL recorded.

4.4 Entry on Private Property .  While on a WGL Assignment, Contractor may enter private property only as necessary for the proper performance of the Services  and only with the consent of the owner or tenant. Contractor shall be responsible for obtaining, confirming, and documenting such consent according to the requirements of each individual Assignment.

4.5 Dress Code.   During the course of performing an Assignment while out in public, whether or not Contractor is meeting with anyone, Contractor agrees to dress in a manner that is appropriate and professional at all times.

5. Payment; Terms. In general, most Assignments pay between A$18.00 to A$35.00 exclusive of GST per Assignment but may vary based on proximity, quantity at a single site, complexity or required expertise. The amount offered for each Assignment will be posted on the initial "Claim Order" screen in the Unassigned Orders section of Contractor’s dashboard so that Contractor can see it before actually claiming the order. A fifteen dollar ($15.00) background check fee may be withheld from Contractor’s first payment to partially offset the cost of the background check. No mileage or other expenses of any kind whatsoever will be reimbursed to Contractor, except under very limited circumstances and with the prior written consent of WGL. Payments will be issued within 30 days after posting of the completed report. WGL reserves the right to withhold payment or a portion thereof if the Assignment is not properly completed in a timely manner or does not pass a quality review or in respect of any other sums due or owed to WGL by Contractor .

6. Termination of Individual Assignments. WGL may cancel any Assignment at any time and for any reason. If the Assignment is cancelled before the Contractor has commenced travel directly to the site of the Assignment, no payment of any kind shall be made to the Contractor. If the Contractor has made all necessary appointments with the seller or other contact party and has commenced travel directly to the site at which the field portion of the Assignment is to be performed, the Contractor shall be paid one-half of the fee payable for a completed Assignment. If the Contractor has already arrived at the site and completed the work to be performed there, the Contractor shall be paid two-thirds of the fee payable for a completed Assignment. If the pictures and report have already been uploaded, the Contractor shall be paid in full.

7. Delegation of Duties, Assignment of This Agreement.  Contractor shall not subcontract, delegate or assign all or any part of this Agreement or the Services to be performed to anyone unless that person has also applied and been approved by WGL as a contractor.  All persons who actually go out into the field to perform the Assignment and gather the information required, or perform the other requirements of the Assignment, must each apply to be a contractor for WGL and be individually approved in writing by WGL ("Approved Contractor") . If Contractor sub-contracts, delegates or assigns all or any part of an Assignment to any Approved Contractor, Contractor shall be responsible for any payment due to the Approved Contractor and for the avoidance of doubt, Contractor will continue to be subject to all duties and obligations under this Agreement despite performance (in whole or part) of any Assignment by the Approved Contractor.  In connection with the performance of Contractor’s obligations under this Agreement, Contractor shall not use the services of any individual in any capacity who has been convicted of an offence involving dishonesty, breach of trust or moral turpitude, or any crime involving violence or sexual assault, nor an individual who has ever been found civilly liable for any act of violence or sexual harassment.  Moreover, when rendering Services to WGL on the field, Contractor may not be accompanied by anyone other than an approved WGL customer, agent, employee or contractor.   WGL may assign any or all of its rights and duties under this Agreement at any time and from time to time without the consent of the Contractor.

8. Termination and Survival.  This Agreement is for no definite period and either party may immediately terminate this Agreement by written notice to the other party. Such termination may be made with or without cause. Nothing in this Agreement shall be construed to promise or guarantee that Assignments, or any particular number thereof, will be offered to Contractor.

The following sections shall survive termination of this agreement: 3. Independent Contractor, 4.2 Consent to Release Name, 7. Delegation of Duties, Assignment of This Agreement, 8. Termination and Survival, 9. Compliance, 9.1 Business Ethics, 9.3 Taxes, 10. Indemnification, Hold Harmless, 10.1 Litigation, 10.2 Assumption of Risk, 10.3 Direct Damages for Security Breach, 10.4 Infringement Indemnification, 10.5 LIMITATION OF LIABILITY, 10.6 Dispute Resolution, 13. Confidential Information, 13.1 Security, 13.2 Off-Site Data Storage, 13.3 Copyright; Works Made for Hire; Assignment, 13.4 No Reverse Engineering,  14. Notices, 15. Governing Law; Venue, 16. Complete Agreement; Modifications, 17. Severability, 18. Captions, 19. Forbearance; Waiver; and all others which by their context require survivability in order to render the clear intent of their provisions meaningful and effective.

9. Compliance.  Contractor shall: (i) perform the Services in a safe, good, legal, ethical, professional, timely, workmanlike manner, and otherwise in a manner that reflects favorably at all times on the good name, goodwill and reputation of WGL; (ii) perform the Services in compliance with all applicable laws, rules and regulations; (iii) keep all applicable certifications, credentials, licenses and permits necessary in the performance of the Services current; (iv) comply with all relevant WGL rules and procedures provided that they are not inconsistent with this Agreement; and (v) not take any actions that would cause WGL to be in violation of any applicable laws, rules or regulations or reflects negatively on the good name, goodwill and reputation of Company.  WGL shall have the right to inspect Contractor’s business records to confirm compliance with this paragraph or this Agreement, including but not limited to business licenses, at any time.  

9.1 Business Ethics.  Contractor acknowledges and agrees that it will not offer any gratuities of any type, directly or indirectly, to any WGL employee, or WGL customer, or other person or members of their respective families, that may be deemed by others to influence the actions or decisions of the recipient. Even nominal gifts can be inappropriate if used in a way which creates the impression that a certain Contractor may be endorsed. Contractor further agrees to notify WGL if any WGL employee, or WGL customer, or other person, or a member of their families solicit or accept from Contractor any such gratuities, including but not limited to reduction or forgiveness of a deductible under an insurance policy.

9.2 Use of Non-AU. Resources.  If Contractor or a subcontractor of Contractor desires to use non-AU resources to perform its responsibilities under this Agreement, and if Contractor or Approved Contractor will have access to WGL or WGL customer information or WGL or WGL customer data from an offshore facility, then Contractor must receive WGL’s prior written consent before use of such non-AU resources.

9.3 Taxes.  WGL shall pay any legally imposed sales, use, or similar excise taxes that are the legal liability of, or are required to be collected by, WGL. Under no circumstances shall WGL be liable for any interest, penalties, fines, or other such charges incurred due to the failure of Contractor to pay or collect when due any taxes owed with respect to the Agreement, or due to the failure of Contractor to notify WGL of any taxes owed with respect to the Agreement. WGL shall not be required to pay or reimburse Contractor for taxes based upon the income or capital of Contractor, nor for taxes imposed upon Contractor solely by reason of Contractor’s doing business in or being incorporated in the jurisdiction imposing such taxes; Contractor shall be solely responsible to pay all such taxes. Contractor shall fully indemnify WGL against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state, and local taxes or contributions or penalties imposed or required under unemployment insurance, social security and income tax laws, with respect to Contractor's performance of the contract wherever arising.

10. Indemnification, Hold Harmless.  Contractor shall indemnify and hold WGL fully harmless against all liability and loss, and against all claims and actions, damages, judgments, penalties, and expenses (including, without limitation, legal and expert witness fees and all other costs of defense on a full indemnity basis) based upon or arising out of, or in connection with, the performance of this Agreement, any Assignment and or the performance of Services hereunder or by conditions created by the same, including but not limited to damage or injury, including death, to persons (Contractor or others) or property (of Contractor or others), or, the same based upon or arising out of, or in connection with, Contractor’s violation of any statute, ordinance, or regulation, and the defense of any such claims or actions, or, the same based upon or arising from any employment-related claim or any claim based on employee status (including reasonable costs and expenses) brought by Contractor or any Approved Contractor against WGL arising out of or in connection with the provision or performance of the Services. Contractor shall, without limitation and without limiting the foregoing, indemnify and hold WGL fully harmless against all liability and loss, and against all claims and actions, damages, judgments, penalties, and expenses (including, without limitation, legal and expert witness fees and all other costs of defense on an indemnity basis) sustained or incurred by WGL or a third party as a result of the negligent or intentional acts or omissions of Contractor, and for which recovery is sought against WGL by that third party. Contractor shall, without limitation and without limiting the foregoing, indemnify and hold WGL fully harmless for any legal and expert witness fees and other costs of defense (on a full indemnity basis) sustained or incurred by WGL in the defense of any such third party claim or action.

10.1 Litigation.  If Contractor becomes involved in any type of litigation in regard to the Services being performed under this Agreement in any way, including any type of class action litigation, the Contractor agrees to notify WGL of such litigation in a timely manner. In such notification, Contractor agrees to provide WGL with the specifics of the litigation. Contractor acknowledges and agrees that this notification to WGL is for informational purposes only and does not transfer or eliminate the Contractor’s financial or legal responsibilities in regards to such litigation, including but not limited to any type of indemnification obligations under this Agreement.

10.2  ASSUMPTION OF RISK. CONTRACTOR ACKNOWLEDGES AND ASSUMES THE RISK INHERENT IN ALL ASSIGNMENTS. CONTRACTOR AGREES THAT WGL IS UNDER NO DUTY OR OBLIGATION TO WARN CONTRACTOR OF DANGEROUS CONDITIONS, KNOWN OR UNKNOWN. CONTRACTOR AGREES TO ACCEPT AND COMPLETE ONLY THOSE ASSIGNMENTS THAT CONTRACTOR DEEMS SAFE TO ACCEPT AND COMPLETE.  DURING THE COURSE OF PERFORMING ANY ASSIGNMENT, SHOULD CONTRACTOR FEEL DANGER OR FEEL UNSAFE IN ANY WAY, CONTRACTOR AGREES TO WITHDRAW OR RETREAT AND NOTIFY WGL AND LOCAL LAW ENFORCEMENT IMMEDIATELY.

 

10.3 Direct Damages for Security Breach.  A security breach is defined as the unauthorized access to, acquisition of, disclosure of, and/or use of Personal Data (as defined in this Section 10.3 as a result of Contractor’s or Contractor’s subcontractor’s: (i) violation of applicable state, territory, or federal data privacy laws or regulations in performing this Agreement; (ii) performance of Services under this Agreement; or (iii) breach of this Agreement (“Security Breach”). In the case of a Security Breach, the Contractor’ shall be obligated to pay, as direct damages, the total cost of:

  1. Breach notification under applicable data privacy laws;
  2. Credit monitoring, credit reporting, and identify theft insurance, each as deemed reasonably necessary and appropriate by WGL;
  3. All fines and penalties imposed by a governmental or regulatory authority upon WGL as a result of such Security Breach;
  4. Reasonable call center support for affected individuals for a period not to exceed thirty (30) days; and
  5. All other direct damages resulting from such Security Breach.

“Personal Data” means data or Information that is owned or controlled by WGL, and that Contractor has access to and otherwise processes for the purpose and during the provision of the Services, and that names or identifies or is about a natural person, such as: (i) data that is explicitly defined as a regulated category of data under any data privacy laws applicable to WGL; (ii) non-public personal information (NPI) or personal information (PI), such as national identification number, passport number, social security number, social insurance number, or driver’s license number; (iii) health or medical information, such as insurance information, medical prognosis, diagnosis information or genetic information; (iv) financial information, such as a policy number, credit card number and/or bank account number; (v) biometric information; and/or (vi) sensitive personal data, such as mother’s maiden name, race, religion, marital status, disability, or sexuality.

10.4 Infringement Indemnification.  Contractor at its own expense shall defend and hold WGL fully harmless against any action asserted against WGL (and specifically including costs and legal fees on a full indemnity basis) associated with any such action) to the extent that it is based on a claim that use of any product or services being licensed by, or provided to WGL under this Agreement infringes any patent, copyright, license or other proprietary right of any third party. WGL shall promptly notify Contractor in writing of any such claim. If as a result of any claim of infringement against any patent, copyright, license or other property right or proprietary right of any third party, WGL is enjoined from using the product or services, or if Contractor believes that the product or services are likely to become the subject of a claim of infringement, Contractor at its option and expense will procure the right for WGL to continue to use the product or services, or replace or modify the product or services so as to make them non-infringing.

10.5  LIMITATION OF LIABILITY.  ANYTHING IN THE AGREEMENT TO THE CONTRARY NOTWITHSTANDING, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL WGL BE LIABLE TO CONTRACTOR FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT WHATSOEVER SHALL WGL'S TOTAL LIABILITY TO CONTRACTOR FOR ANY DAMAGES WHATSOEVER EXCEED IN THE AGGREGATE THE SUM OF ONE THOUSAND DOLLARS ($1,000), UNLESS REQUIRED TO COMPLY WITH STATUTORY OBLIGATIONS.

 

10.6  Participation in Other Disputes.  If any dispute arises in connection with or related to Contractor's Services under this Agreement, Contractor agrees to attend and reasonably and cooperatively participate in any form of litigation or alternative dispute resolution, and other activities related thereto, including but not limited to arbitration or mediation, between the parties involved in such dispute, upon request of WGL. This applies, for example, without limitation, to disputes or actions between a WGL customer and its client, insured, or another third party.

11. Insurance. WGL, and some WGL customers might require any Contractor on a particular Assignment to purchase and maintain certain types of insurance policies and coverage limits as a condition of performing the Services.  Other than any insurance Contractor is required to purchase by law, Contractor is not obligated to purchase such insurance requested by the WGL customer, however, failure or refusal to do so (at Contractor's own expenses) may adversely affect Contractor's ability to undertake the Assignment. Moreover, failure to have proper insurance means that Contractor must self-fund any costs or expenses incurred as a result of Contractor's indemnification and hold-harmless obligations pursuant to this Agreement.

11.1 Use of Information for Insurance Purposes.  WGL may provide to its current or prospective insurance agents, brokers, carriers, or companies, and their representatives, information about Contractor such as Contractor’s name as it appears on Contractor’s driver’s license, driver’s license number and state of issue, date of birth, whether or not Contractor has had any tickets or accidents in the past, year, make, and model of Contractor’s vehicle, registration number, Contractor’s current insurance carriers, policy numbers, coverage limits, and similar information, and other information about Contractor relevant to obtaining various types of insurance coverages, such as auto, general commercial liability, professional errors and omissions, and others, and Contractor hereby consents to release of such information.  WGL shall not be required to purchase or obtain any insurance coverage of any kind for Contractor, and nothing herein shall be construed to affect or limit Contractor’s obligations under Section 11 of this Agreement.

12. Background Investigation.  If required by WGL at any time, Contractor agrees to submit to and cooperate in a full background investigation, which may include but is not limited to a criminal history check. Contractor consents to the use of a third party consultant, at WGL's sole discretion, to provide background checks and to report the results thereof (Contractor's score and/or other information gathered) to WGL. Background checks may or may not be performed on contractors outside of the United States.

12.1. Representations Regarding Convictions and Judgments.  Contractor warrants and represents that he/she has no unspent criminal conviction other than minor traffic violations. Contractor warrants and represents that it has never been convicted of an offence involving dishonesty, moral turpitude or a breach of trust.  Should such a conviction occur, Contractor shall immediately notify WGL in writing.  Contractor warrants and represents that it has never been convicted of any crime involving violence or sexual assault, nor has Contractor ever been found civilly liable for any act of violence or sexual harassment.  Should such a conviction or civil judgment (or settlement) occur, Contractor shall immediately notify WGL in writing.

13. Confidential Information.  WGL possesses certain highly confidential proprietary business information and trade secrets ("Confidential Information"). In connection with this Agreement, WGL may disclose Confidential Information to Contractor. All information that WGL discloses to Contractor in connection with each offered Assignment, whether or not Contractor claims or accepts the Assignment, is Confidential Information.  WGL desires to ensure that this information remains confidential and is not disclosed unnecessarily to third parties. For purposes of this Agreement, Confidential Information includes, but is not limited to, information regarding patents, copyrights, trade secrets, business concepts, business plans, marketing plans, customer lists, method and processes, WGL employees and consultants, policies and procedures, business records, projections, products or services, financial information, and any other information disclosed, supplied, or communicated to Contractor by WGL or others on its behalf, or like information of third parties, including but not limited WGL's vendors, suppliers, consultants, or customers. All Confidential Information will be provided by WGL "as-is" with no warranties whatsoever, express, implied, or otherwise. All pictures and video taken by the Contractor, the information gathered by the Contractor, and the report completed by the Contractor in connection with each Assignment, and the existence of the Assignment itself, also constitute Confidential Information. Confidential Information does not include information that is or becomes publicly known through lawful means; was rightfully in Contractor's possession or part of Contractor's general knowledge prior to the effective date of this Agreement; or information that is disclosed to Contractor without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directory or indirectly, from WGL or a third party on WGL's behalf. All other information is Confidential Information. Contractor covenants, promises, and agrees:

  1. To hold the Confidential Information in strict confidence;
  2. To use the Confidential Information only to the extent authorized in writing by WGL and for no other purpose;
  3. To disclose the Confidential Information only to those necessary to carry out Contractor's obligations under this Agreement, and only with WGL's prior written consent, and only if such persons or entities have agreed in writing, in terms no less protective than the confidentiality obligations of this Agreement, to keep the Confidential Information confidential;
  4. To not use the Confidential Information for its own benefit or that of any other person or entity other than WGL.

On termination of this Agreement or written request by WGL, Contractor will promptly deliver to WGL all material containing Confidential Information, including all copies.

Unless WGL does so in a separate writing delivered to Contractor, WGL has not granted Contractor any rights to use the Confidential Information or the Copyright Materials (as defined in Section 13.3). This undertaking to keep information confidential will survive the termination of this Agreement. The Confidential Information is the sole property of WGL or others. Contractor understands and agrees that any unauthorized disclosure of the Confidential Information may cause irreparable harm to WGL and others and that the amount of the harm may be difficult to ascertain. As a consequence, Contractor agrees that WGL will have the right to seek an injunction from a court of competent jurisdiction to enjoin further disclosure or misappropriation of the Confidential Information. The right to seek an injunction is in addition to any other legal and equitable remedies available to WGL. Information is not confidential if it is generally available or known within the public domain or was known to Contractor before the execution of this Agreement.

13.2 Non-Solicit.  Contractor agrees for a period of twelve (12) months following the termination of this Agreement, he or she shall not directly or indirectly solicit or attempt to solicit any customer or prospective customer of WGL with whom Contractor had contact in the course of providing Services under this Agreement (in the 12 months preceding termination) for the purpose of providing to such customer products or services that are competitive to the business of WGL or for the purpose of inducing such customer or prospective customer to cease doing business with WGL.

13.3 Security.  Contractor shall implement and maintain an information security program (the “Security Program”) applicable to all facilities, networks, and infrastructure used by Contractor to provide the Services to be performed under this Agreement, including any applicable subcontractor facilities, networks, and infrastructure. Contractor shall also train its employees to comply with the Security Program. Contractor shall implement and maintain industry standard security practices, including the following minimum security standards required to secure WGL and its customer’s Information and equipment used to connect to the WGL website and network. Contractor must secure any Contractor or agent or subcontractor facility storing or enabling access to WGL or WGL customer’s information to prevent unauthorized access.  Access to the Contractor’s WGL dashboard and the WGL network must be limited to personnel performing Services under this Agreement. Contractor’s employees, agents, and subcontractors will practice these standards at all times.

13.4 Off-Site Data Storage.  If Contractor or Contractor’s subcontractors transports any backup data storage materials that contain WGL or WGL customer information to an off-site data storage facility, then Contractor acknowledges and agrees that it shall be responsible for the security of that WGL or WGL customer information under the terms and conditions of this Agreement whether or not it is physically in possession of the backup data storage materials.

13.5 Intellectual Property.

In this clause, the following definitions apply:

"Developed Material" means any materials and Intellectual Property Rights created by Contractor or its personnel on or following the Effective Date in the course of, or as a consequence of, performing its obligations under this Agreement.

"Existing Material" means any material and Intellectual Property Rights, other than Developed Material, which is made available, provided or used by a party under this Agreement and includes Third Party Material.

"Intellectual Property Rights" means all and any patents, patent applications, trade marks, service marks, trade names, domain names, registered designs, unregistered design rights, copyright, know how, trade secrets and rights in confidential information, URLs and all and any other intellectual property rights, whether registerable, registered or unregistered, and including all applications and rights to apply for any of the same.

"Moral Rights" has the same meaning and effect as given to that expression in the Copyright Act 1968 (Cth).

"Third Party Material" means Existing Material in which a third party holds Intellectual Property Rights.

All Intellectual Property Rights in Developed Material are owned by WGL from the date of creation.  Contractor irrevocably and unconditionally assigns to WGL, including by way of an assignment of future Intellectual Property Rights, all of its Intellectual Property Rights in Developed Material on the date of creation.  If requested by WGL, Contractor will sign all and any documents required to evidence assignment of the Intellectual Property Rights in accordance with this clause.

This clause 13.5 does not affect the ownership of any Existing Material.  Contractor grants WGL an irrevocable, perpetual, royalty free licence to use all and any Existing Material provided or made available by the Contractor during the term of this Agreement and required to perform the Services under this Agreement.  Contractor further grants WGL an irrevocable, perpetual, royalty free licence to use all and any Existing Material provided or made available by the Contractor that is required to use or exploit the Developed Material.

The Contractor warrants that any Third Party Material provided by the contractor can be freely used by WGL, and that no licence fee will be payable by WGL to any person for use of Contractor Existing Material either during or after the Term.

Contractor must obtain all necessary copyright and other Intellectual Property Right permissions, licences or consents required for Contractor to make Third Party Material available to WGL in compliance with this clause 13.5, and obtain for WGL the benefit of any warranties offered by the applicable third party for the Third Party Materials, before making any Third Party Material available to WGL for the purposes of this Agreement.

If requested by WGL, Contractor must use its reasonable endeavours to assign to WGL any licenses it holds to Third Party Materials it has supplied to WGL under this Agreement at no additional cost to WGL. 

Contractor warrants and represents to WGL that Developed Materials and its Existing Materials, and WGL's use of those materials as permitted under this Agreement will not infringe the Intellectual Property Rights or Moral Rights of any person.

 

Contractor shall not use Developed Materials, or seek to exercise any Intellectual Property Rights in Developed Materials except as expressly and specifically required or authorized by WGL in writing.

Contractor warrants that it has or will procure from all personnel who have Intellectual Property Rights in the Developed Material a written assignment of all of those Intellectual Property Rights as necessary to give effect to clause 13.5 and an irrevocable consent to WGL doing, or omitting to do, any act or omission in relation to any copyright works in the Developed Material (including any act or omission which might otherwise have affected the Moral Rights of the personnel).

13.6 No Reverse Engineering.  Contractor shall not reverse engineer WGL's web site or any portion thereof, or the programming code connected therewith, or assist others in doing so.

14. Notices.  Any notice given by Contractor in connection with this agreement shall be given in writing and delivered to WGL as follows (all methods are required):

Certified mail, return receipt requested to: WeGoLook, 100 NE 5th Street, Oklahoma City, OK 73104

and, Fax to: (405) 507-0089

and, email to:  community@wegolook.com

Contractor's notice address shall be any mailing or email address provided in the application. Any party may change its notice address by giving written notice of the change in accordance with this section.

15. Governing Law; Venue. This Agreement will be interpreted and governed by the laws of the State of Oklahoma. Venue shall lie in the state and federal courts situated in Oklahoma County.

16. Complete Agreement; Modifications. This Agreement (and any attachments, addenda, and supplements thereto) shall be the complete and exclusive statement of the agreement between the parties as to the subject matter of this Agreement and shall be binding upon each of the parties hereto, their successors, and to the extent permitted their assigns. Each and every new and subsequent Assignment claimed or accepted by Contractor shall constitute acceptance of the then-current version of this Independent Contractor Agreement and its terms and provisions shall then be applicable to, and govern any disputes related to, any and all previous Assignments accepted and performed by Contractor.

17. Severability. In the event that any one or more of the provisions of this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provisions shall be adjusted rather than voided, if possible, in order to achieve the express intent of the parties to this Agreement; and in any event, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

18. Captions.  The captions to the sections of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

19. Forbearance; Waiver.  

Any failure of a party to pursue any legal or equitable remedy or right available to a party shall not constitute a waiver of such right, nor shall any such forbearance, failure, or actual waiver imply or constitute waiver of subsequent default or breach. No waiver of a breach of any provision of this Agreement by a party shall be construed to be a waiver of any breach of any other provision of this Agreement or of any succeeding breach of the same provision. No delay by a party in acting with regard to any breach of any provision of this Agreement shall be construed to be a waiver of such provision by a party.

This document was last updated on 22 February, 2018