WeGoLook Independent Contractor Agreement (“Looker Agreement”)
WeGoLook CAN, Inc., a Canadian Corporation (“WGL”, the “Company”, "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:
DESCRIPTION OF SERVICES
1. Effective Date. This Independent Contractor Agreement (the “Agreement”) shall commence after it has been executed by both parties (hereinafter referred to as “Effective Date”).
2. Description of Services. From time-to-time, at the sole discretion of WGL, Contractor may be offered temporary and discrete work assignments from WGL, some of which may require crossing international boarders. 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 others (the “Services”).
2.1 Acceptance of Assignments. Contractor is at liberty to 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 is 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 re-assign the work to another Contractor after acceptance by Contractor if Contractor fails to process the assignment in an accurate and timely manner. WGL is under no obligation to offer any assignments, or any particular number of assignments, to Contractor, just as Contractor is under no obligation to accept any assignments, or any particular number of assignments.
2.2 In exchange for the provision of work assignments and the terms and conditions set out in this Agreement, Contractor is required to execute Appendix B – Confidential Information, Non-Solicit and Security of Information, which forms an integral part of this Agreement.
RELATIONSHIP OF PARTIES
3. Independent Contractor. By executing this Agreement, Contractor acknowledges, understands and agrees that he/she is an independent Contractor, and that nothing in this Agreement shall be deemed or construed to make Contractor an employee, servant, agent, partner, franchisee or part of a joint venture with WGL, its parent or affiliates, or, of any customer of WGL. Contractor may perform services for others at any time without any limitation from WGL. Contractor has no authority to enter into contracts on behalf of WGL.
3.1 Methods of Performing Assignments. Subject to the conditions in Appendix A, Contractor will solely be responsible for determining the method, means, personnel, strategies, equipment to be used (not provided by WGL) and all other details associated with the performance of the above described services. The Contractor shall supply at Contractor’s own expense all vehicles, tools, materials and other equipment, including but not limited to computers, mobile phones, office equipment and supplies, as may be required to perform the Services.
3.2 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.
3.3 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 Contract’s phone calls to/from WGL recorded.
3.4 Brand. WGL refers to its Contractor’s as “Lookers®” or a singular Contractor as a “Looker®”. Contractor agrees to participate and cooperate with WGL in such branding. Other than such branding, the Contractor shall not use any other Company name, brand or logos in the performance of the Services, or in marketing the Contractor’s services to third parties, except as agreed by WGL.
3.5 Representations to Third Parties. The Contractor shall not represent to any third party that Contractor has any express or implied authority to bind the Company to any contract, agreement or obligation or that Contractor is acting as an agent, employee, director or partner of the Company.
3.6 Delegation of Duties, Assignment of This Agreement. Only Contractor may perform the services required by each assignment, and Contractor shall not delegate or assign all or any part of this contract 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. 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, other than a provincial offence, for which a pardon has not been granted or has been granted and has been revoked, except as required under statute. 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 .
3.7 Statutory Deductions. WGL is not responsible for withholding, and shall not withhold anything from any payments to Contractor who will be paid for his/her service. Neither Contractor nor its employees or sub Contractors shall be entitled to receive any benefits and shall not be entitled to any of the following non-exhaustive benefits - workers’ compensation, employment insurance premiums, medical insurance, life insurance, paid vacations, paid sick leave, paid holidays, retirement benefits, profit sharing, or Canada Pension Plan contributions. For clarity, all payments made by the Company to the Contractor shall be made without statutory deductions in respect of, but not limited to, the Income Tax Act, Canada Pension Plan Act, or Employment Insurance Act. Any other remittances in respect of, but not limited to, the Workplace Safety and Insurance Act, 1997 and Employer Health Tax are the sole responsibility of the Consultant. The Contractor acknowledges responsibility for arranging and paying all applicable payments, contributions, premiums, and/or penalties under any federal or provincial legislation with respect to the Services provided under this Agreement.
3.8 Indemnity. In the event the Company is found liable to remit statutory deductions or remittances owing by, on account of, or in connection with the Services provided pursuant to this Agreement, the Contractor agrees to indemnify the Company and hold the Company harmless from and against any and all liabilities, losses, claims, actions, damages, costs, and expenses to which the Company may become subject by reason of, or arising out of any failure on the part of the Contractor to remit those statutory deductions or remittances, including penalties and interest as well as any costs or expenses incurred in defending such claims or demands. Further, the Contractor shall indemnify and save the Company harmless from and against any and all liabilities, losses, claims, actions, damages, costs, and expenses to which the Company may become subject arising from any claim that arises from an assertion that the Contractor is an employee of the Company and not an independent Contractor, including penalties and interest as well as any costs or expenses incurred in defending such claims or demands.
REPRESENTATIONS AND WARRANTIES
4. Competence. The Contractor represents and warrants that Contractor has the necessary knowledge, experience and skill to carry out all contractual obligations under this Agreement and that Contractor shall do so honestly, in good faith and in a professional, competent and diligent manner. . In connection with the performance of Contractor’s obligations under this Agreement, the Contractor shall, at all times, act in the best interests of the Company.
4.1 Compliance. Contractor represents that it has complied with all federal, provincial, and local laws regarding business permits and licenses that may be required to carry out the work to be performed under this Agreement. The Contractor warrants and represents that Contractor is eligible to work in Canada and has obtained all necessary authorization for providing the Services, including but not limited to, work permits as may be necessary.
4.2 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, WGL customer, 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.
4.3 Representations Regarding Convictions and Judgments. Contractor warrants and represents that it has not been convicted of any offence, other than a provincial offence, for which a pardon has not been granted or has been granted and has been revoked. Should such a conviction occur, Contractor shall immediately notify WGL in writing. Contractor warrants and represents that it has never 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.
4.4 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 and fingerprinting. 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.
FEES AND REMITTANCES
5. Payment; Terms. In general, most assignments pay between $15.00 to $30.00 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. 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.
5.1 Expenses. The Company and the Contractor agree that the Contractor is responsible for any day to day expenses necessary for the Contractor to provide the Services under this Agreement. No mileage or other expenses of any kind whatsoever will be paid or reimbursed to Contractor without the prior written consent of WGL.
5.2 HST. The Company shall pay to the Contractor harmonized sales taxes (“HST”) in accordance with the applicable legislation on any Consulting Fees under this Agreement. The Contractor shall remit such HST to the proper authorities in accordance with the applicable legislation. The Contractor shall issue an invoice in the amount offered on the Claim Order, together with the applicable amount of HST. The Contractor shall confirm that Contractor has applied for an obtained a valid HST number. In no event shall the Contractor issue an invoice for an amount greater than claimed in the Claim Order, or for an assignment that is not completed, other than for an amount consistent with paragraph 5.4 below.
5.3 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.
5.4 Termination of Individual Assignments. WGL may cancel any assignment at any time. If the assignment is cancelled before the Contractor scheduled completion of the assignment, then there will be no cancellation fee paid to the Contractor. If the assignment is cancelled after the Contractor scheduled completion of the assignment, then there will be a five dollar ($5.00) cancellation fee paid to the Contractor.
TERMINATION OF AGREEMENT
6. Termination. 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 Company shall pay all fees owing up to the date the Agreement is terminated as set out in paragraph 5.4 above and no further payment shall be owing.
6.1 Survival The following sections shall survive termination of this agreement: 3 Independent Contractor, 3.2 Consent to Release Name, 3.6 Delegation of Duties, Assignment of This Agreement, 4.1 Compliance, 4.2 Business Ethics, 5.2 HST, 5.3 Taxes, 6 Termination, 6.1 Survival, 7 Indemnification, Hold Harmless, 8.1 Notices, 8.2 Governing Law; Venue, 8.3 Complete Agreement; Modifications, 8.4 Severability, 8.5 Captions, 8.6 Forbearance, Waiver Appendix C 1 Litigation, Appendix B 1 Confidential Information, Appendix B 4 Security, Appendix B 5 Off-Site Data Storage, Appendix B 6 Copyright; Works Made for Hire; Assignment, Appendix B 7 No Reverse Engineering, Appendix C 2 Assumption of Risk, Appendix C 3 Direct Damages for Security Breach, Appendix C 4 Infringement Indemnification, Appendix C 5 LIMITATION OF LIABILITY; and all others which by their context require survivability in order to render the clear intent of their provisions meaningful and effective.
LIMITATION OF LIABILITY
7. 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, 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. 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, attorney 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 attorney 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. Contractor is required to execute Appendix C – Release, Waiver and Dispute Resolution, which forms an integral part of this Agreement.
7.1 Insurance. WGL, and some WGL customers, might require any Contractor who works on a particular order (a “look”) to have or purchase and maintain certain types of insurance policies and coverage limits as a condition of working on the order. Other than as required by law or as specified below, you are not obligated to purchase such insurance, however, failure or refusal to do so may adversely affect your ability to claim such an order.
WSIB. The Contractor shall have or obtain all legally required insurance prior to providing any services under this Agreement.
7.2 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, VIN 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 7.1 of this Agreement.
8.1 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):
Registered mail, advice of receipt card to: WeGoLook, LLC, ATTN: Mark Caywood, 100 NE 5th Street, Oklahoma City, OK 73104 and, Fax to: (405) 507-0089 and, email to: [email protected], and [email protected]
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.
8.2 Governing Law; Venue. This Agreement will be interpreted and governed by the laws of the Province of Ontario unless provincial or federal law requires otherwise. Venue shall lie in the Superior Court of Justice for the province of Ontario, situated in the City of Toronto to whose jurisdiction the Contractor irrevocably attorns.
8.3 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. Any time this Agreement is modified, Contractor will be prompted to agree to the revised Agreement before accepting any new assignment. 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 assignments accepted and performed by Contractor.
8.4 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, otherwise the offending provision or sub-provision will be severed from the balance of this Agreement for the purpose of the particular proceeding only. In any event, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Without limiting the generality of the foregoing, this provision applies to any entitlement on the part of the Contractor for any compensation whatsoever.
8.5 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.
8.6 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.
8.8 Indemnity. In addition to any other indemnity provided elsewhere in this Agreement, the Contractor agrees to indemnify and hold harmless the Company, its directors, officers, agents and employees from all losses, claims, actions, damages, costs, liability or expenses arising from the Consultant’s breach of contract, negligence or non-performance of the Services hereunder.
8.9 Interpretation. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and the Agreement shall be interpreted without regard to any presumption or other rule requiring the Agreement to be interpreted more strongly against the party causing it to be drafted.
8.11 Survival of Terms. All representations, warranties, covenants and indemnities contained in this Agreement shall continue in force after the termination of this Agreement.
SERVICES TO BE PROVIDED
1. Identification. 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).
2. Time of the Essence. The time frames for Contractor to complete each assignment will be provided on the Contractor’s dashboard on WGL’s website, or by such other means as WGL might utilize. 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.
3. Accessibility of Contractor. During any period in which Contractor has active but uncompleted assignments, Contractor must be readily accessible to WGL by voice or text message via the WGL App at all times between 8 a.m. and 9 p.m. in Contractor 's time zone, and at all times while actively performing an assignment for WGL. 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 any period in which the Contractor has active but uncompleted assignments.
4. No Entry on Private Property Without Permission. Contractor shall never enter upon private property except upon the request of WGL and with the consent of the owner or tenant. Contractor shall be responsible for obtaining, confirming, and documenting such consent according to the requirements each individual assignment.
5. Dress Code. It us understood by the parties to this Agreement that Contractor will provide their own clothing and make their own decisions regarding attire to be worn while performing assignments for WGL, subject to the below. 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, and to comply with the following requirements:
Contractor must also dress in a manner that is safe given the circumstances of the particular assignment, including complying with any safety requirements in place at the site of any particular assignment. Failure to adhere to these requirements may result in the work being reassigned and the Contractor being denied further assignments. Exceptions will be made for validated religious purposes only.
6. Ride Along. When performing an assignment in the field, Contractor shall not attend at the customer site with any other person unless approved in writing by WGL. This includes but is not limited to spouses, boyfriends, girlfriends, children, friends, and others. WGL will issue such approvals only if the person involved has passed WGL’s background check and only when WGL determines that person’s presence is necessary or desirable in order to complete the assignment.
CONFIDENTIAL INFORMATION, NON-SOLICIT AND SECURITY OF INFORMATION
1. Confidential Information. WGL possesses certain highly confidential proprietary business information and trade secrets ("Confidential Information"). In connection with this Agreement, and with Contractor providing the Services, 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:
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 6 below). This undertaking to keep the Confidential 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.
2. Non-Compete. Contractor agrees that during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement, he or she shall not directly or indirectly engage in the “Business of WGL” in the City in which the Contractor provided services to WGL and anywhere within 50 km of said City, on behalf of himself/herself or any other person or entity that is a competitor of WGL as an owner, partner, advisor, consultant, agent, employee, or contractor of such competitor.
3. Non-Solicit. Contract agrees that during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement, that he or she shall not directly or indirectly solicit or attempt to solicit any customer or prospective customer of WGL with whom Contractor had material contact in the prior twelve (12) months 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.
4. 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 sub-contractor 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 sub-contractor 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 sub-contractor s will practice these standards at all times.
5. Off-Site Data Storage. If Contractor or Contractor’s sub-contractor’s 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.
6. Copyright; Works Made for Hire; Assignment. The copyright to, and ownership of, all pictures, video, text, copy, data, works, inventions, improvements, concepts, ideas, intellectual property, and information, in any form, made, conceived, gathered, written, taken, created, developed, or performed by Contractor in connection with work performed under this Agreement, and the report itself (individually and collectively, "Copyright Materials"), shall at all times be owned solely and exclusively by WGL. Contractor hereby transfers, assigns, and conveys to WGL all right, title, and interest in and to the Copyright Materials, including but not limited to copyright, trademark, trade secret, and patent rights.
To the extent that Copyright Materials qualify to be works made for hire under copyright law, Contractor and WGL hereby agree that Copyright Materials are works made for hire and the copyright thereto is owned solely and exclusively by WGL. In the event the work to be performed by the Contractor under this Agreement is subject to the jurisdiction of a province or other jurisdiction in which "work made for hire" agreements would result in the Contractor being deemed an employee of WGL, and where such Contractor is an individual, and not a legal entity, the preceding sentence shall not apply and shall be null and void; provided, nevertheless, that in such event it remains the intent of the parties that the copyright to, and ownership of, all Copyright Materials shall at all times be owned solely and exclusively by WGL, and Contractor hereby transfers and assigns, without limitation, the copyright and all of Contractor's right, title and interest in and to the Copyright Materials to WGL, without any claim or right by Contractor to additional compensation.
In the event that Copyright Materials do not qualify to be works made for hire, Contractor hereby transfers and assigns, without limitation, the copyright and all of Contractor's right, title and interest in and to the Copyright Materials to WGL, without any claim or right by Contractor to additional compensation.
Contractor shall not use, re-use, sell, re-sell, trade, barter, assign, transfer, publish, disclose, give, or allow the use of any Copyright Materials except as expressly and specifically required or authorized by WGL in writing. Contractor waives all moral rights in the Copyright Materials.
7. 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.
RELEASE, WAIVER AND DISPUTE RESOLUTION
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 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.
2. ASSUMPTION OF RISK. CONTRACTOR ACKNOWLEDGES AND ASSUMES THE RISK INHERENT IN ALL ASSIGNMENTS. CONTRACTOR AGREES THAT WGL IS UNDER NO OBLIGATION TO DETERMINE WHETHER ANY GIVEN ASSIGNMENT IS SAFE . CONTRACTOR AGREES THAT IT IS CONTRACTOR’S SOLE RESPONSIBILITY TO DETERMINE WHETHER ANY GIVEN ASSIGNMENT IS SAFE AND 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.
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 below in this Section 3. as a result of Contractor’s or Contractor’s sub-contractor’s: (i) violation of applicable state, provincial, 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:
“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 birth name, race, religion, marital status, disability, or sexuality.
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 attorneys' 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.
5. Limitation of Liability. IN NO EVENT WHATSOEVER SHALL WGL'S TOTAL LIABILITY TO CONTRACTOR FOR ANY DAMAGES ALLEGEDLY CAUSED BY WGL TO THE CONTRACTOR WHATSOEVER EXCEED IN THE AGGREGATE THE GREATER OF THREE TIMES THE FEES FOR THE ASSIGNMENT IN ISSUE, IF ANY, OR THE SUM OF ONE THOUSAND DOLLARS ($1,000), UNLESS REQUIRED TO COMPLY WITH STATUTORY OBLIGATIONS.
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 it’s client, insured, or another third party.