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 STANDARD INDEPENDENT CONTRACTOR MEMBERSHIP AMBASSADOR AGREEMENT

1/29/2021

Article 1: The Parties 

This Agreement is entered into by Carried Out, LLC (Carried Out) and Membership Ambassador (Membership Ambassador). Membership Ambassador may enter into this agreement as an individual, LLC or other legal entity.

Article 2. Effective Date/Duration

This Agreement shall be effective on the date the Agreement is signed (to signing page) by the Membership Ambassador and approved by Carried Out (Approval signature binds Carried Out to this Agreement) and shall remain in effect until terminated as set forth in Article 6.

Article 3. Purpose

Carried Out and Membership Ambassador enter into this agreement to provide Membership Ambassador the opportunity of selling memberships in Carried Out’s Premier Concierge Membership Program.

ARTICLE 3. READ NOW – IMPORTANT INFORMATION FOR PERSONAL SHOPPER

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MEDIATION AND ARBITRATION PROVISIONS IN ARTICLE 7 AS THEY REQUIRE THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH MEDIATION AND, IF UNSUCCESSFUL, FINAL AND BINDING ARBITRATION.

 

BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING THE MEDIATION AND ARBITRATION PROVISIONS SET FORTH IN ARTICLE 7, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

Article 4. Membership Ambassador

As a prerequisite to providing services pursuant to this Agreement, Membership Ambassador agrees to the following terms and conditions:

 

When providing services pursuant to this Agreement, The Membership Ambassador understands and expressly agrees that they are (and shall be at any and all times) an independent contractor and not an employee of Carried Out.

 

Membership Ambassador shall have no claim against Carried Out hereunder or otherwise (i) for vacation pay, paid leave, retirement benefits, social security, workers compensation, health or disability benefits, unemployment insurance benefits or other benefits of any kind and (ii) for any and all costs whatsoever incurred by the Membership Ambassador associated with their providing services pursuant to this Agreement.

The Membership Ambassador understands and agrees that this means they will be solely responsible for paying all their own taxes including Medicare and Social Security and any other taxes required by the Federal, State, County or Municipal Governments and that Carried Out will not be withholding any tax from payments due and owing to the Membership Ambassador.

 

The Membership Ambassador further understands and agrees that this means they will be solely responsible for any and all costs whatsoever (including but not limited to liability insurance, vehicle upkeep and repairs, gas, traffic tickets, auto accidents, health insurance, supplies and equipment) incurred by the Membership Ambassador associated with their providing services pursuant to this Agreement.

 

The Membership Ambassador further understands and agrees that this means they will be responsible for paying any and all costs (including payment for services rendered and as set forth in the three preceding paragraphs) associated with using their employees or other persons to provide services pursuant to this Agreement.

 

The Membership Ambassador further understands and agrees that this means, as an independent business enterprise, they retain the right to perform services (whether Membership Ambassador services or other services) for others and to hold themselves out to the general public as a separately established business and that nothing in this Agreement shall prevent them from engaging in similar arrangements with others and nothing in this Agreement prevents Membership Ambassador from doing business with others.

 

The Membership Ambassador further understands and agrees that this means they have the right to perform services for other businesses, customers or consumers at any time, even if such business directly competes with Carried Out.

 

Prior to selling any memberships in Carried Out, Membership Ambassador shall:

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Provide Carried Out with a completed IRS Form W-9.

Watch the Carried Out’s introductory video and attend an orientation session.

By signing this Agreement, attest that they operate an independently established enterprise that is legally authorized to sell memberships in Carried Out and that they satisfy all legal requirements and have all necessary licenses and permits necessary to perform the membership ambassador services contemplated by this Agreement.

Membership Ambassador shall be free to choose the number of hours and the days that they sell memberships for Carried Out.

 

Membership Ambassador shall have the sole right to control the manner, method or means they use to perform services pursuant to this Agreement. Membership Ambassador shall be solely responsible for determining the most effective, efficient, and safe manner to perform the contracted services. Membership Ambassador agrees to immediately notify Carried Out in writing at Info@carriedoutllc.com if Membership Ambassador feels that Carried Out is interfering with their rights set forth in this paragraph.

 

Membership Ambassador understands and agrees that, even though they may ask Carried Out for assistance to help overcome a challenge with a specific membership sale (i) Carried Out will only give suggestions to Membership Ambassador about how to overcome the challenge and (ii) Membership Ambassador retains the right to make any final decision and (iii) said request and any suggested avenues to overcome the challenge do not abrogate the Membership Ambassador’s rights as set forth in the preceding paragraph. Except for giving suggestions to Membership Ambassador, Carried Out shall not take any action to assist the Membership Ambassador to overcome a challenge unless the Membership Ambassador directs Carried Out to take the contemplated action. The provisions of this paragraph do not prohibit Carried Out from relaying customer complaints to Membership Ambassador or resolving any dispute with a customer with whom Carried Out has a contractual relationship. Any dispute that Carried Out resolves with a customer may trigger the provisions set forth in the Indemnification Paragraph set forth below.

Membership Ambassador shall use the personal customer information provided by individuals to which they sold memberships in Carried Out’s Premier Concierge Membership Program only for performing their services pursuant to this Agreement and shall otherwise maintain the confidentiality of such information. This paragraph shall survive any termination of this Agreement.

 

Membership Ambassador during the duration of this Agreement and for the 2 years immediately following its termination shall not outside of this Agreement (i) offer their personal shopping, pickup and delivery services to any Carried Out customers or (ii) participate in any plan to solicit Carried Out customers for personal shopping and delivery services. This paragraph shall survive any termination of this agreement.

 

Membership Ambassador agrees that all payments owed to Membership Ambassador by Carried Out pursuant to this agreement shall be made through Direct Deposit to the financial institution of Membership Ambassador’s choice.

Membership Ambassador shall follow all government mandates and/or CDC guidelines (whichever are the strictest) for protecting others from the COVID-19 virus or other communicable diseases when interacting with a sales prospect or Carried Out Customer.

 

Membership Ambassador shall protect the sales prospect or customer by wearing a mask and social distancing when interacting in person with a prospect or a Carried Out customer while the COVID-19 virus remains a threat to the community in which Membership Ambassador is providing services (only operative as long as government mandated or CDC suggested).

 

Membership Ambassador agrees to sell memberships in Carried Out’s Premier Concierge Membership Program only for the price currently listed on Carried Out’s web site www.carriedoutllc.com.

 

Membership Ambassador, for any member of Carried Out’s Premier Concierge Membership Program that they have signed up, agrees to (i) be the primary contact for program questions from members (ii) upon request of Carried Out, follow-up with a member and report back to Carried Out and (iii) conduct quarterly member satisfaction surveys (in person or by email) and share their findings with Carried Out.

 

Membership Ambassador agrees to contact any member of Carried Out’s Premier Concierge Membership Program that they have signed up at the time of their membership renewal and solicit their continued participation in Carried Out’s Premier Concierge Membership Program.

 

Membership Ambassador agrees to only use Carried Out furnished or approved promotional material when marketing Carried Out’s Premier Concierge Membership Program.

 

Membership Ambassador shall indemnify, defend, and forever save and hold harmless Carried Out from and against any and all damages, claims, losses, demands, costs, expenses (including attorney’s fees and costs), obligations, liens, liabilities, actions and causes of action, threatened or actual, which Carried Out may suffer or incur arising from Membership Ambassador’s acts or the breach of any agreement, obligation, warranty or representation made herein except to the extent such claims arise from the negligence or willful misconduct of Carried Out. This paragraph shall survive any termination of this Agreement.

Article 5. Carried Out

Carried Out agrees to provide Membership Ambassador with an initial supply of 50 brochures and 50 business cards free of charge. Subsequently, if Membership Ambassador orders refills from Carried Out, Carried Out agrees to provide the reordered supplies at its cost.

 

Initial Sales - Carried Out agrees to pay Membership Ambassador a 50% commission on any membership they sell pursuant to this Agreement.

Renewals – Carried Out agrees to pay Membership Ambassador a 50% commission on any membership that is renewed while this Agreement is in effect if the Membership Ambassador has fulfilled their member follow-up obligations (Carried out requested, customer satisfaction and renewal contacts). No renewal commission shall be paid if the renewal occurred after the termination date of this Agreement.

 

Carried Out shall not interfere with Membership Ambassador’s sole right to control the manner, method or means they use to perform services pursuant to this Agreement.

Article 6. Termination

Except for Articles 7, 8, 9, 10 and 11 and specific paragraphs set forth in Article 4 that survive termination, this Agreement may be terminated (i) without cause by Membership Ambassador (ii) or with or without cause by Carried Out by giving a 5 day written notice to the other party by email or US Mail.

 

Carried Out may only terminate this Agreement without cause if it is updating its Standard Agreement with amended terms that are applicable to all Membership Ambassadors operating under such agreement. Carried Out shall sign a revised Standard Agreement with Membership Ambassador if they agree to the terms set forth in the revised Standard Agreement.

 

Carried Out may terminate this Agreement for cause if the Ambassador violates any terms of this Agreement.

 

Upon termination, Carried Out shall not owe Membership Ambassador any reimbursement for any services rendered after the date of termination nor for any renewals that occur subsequent to such date.

 

Upon termination, the Membership Ambassador shall return any Carried Out property in their possession. Carried Out may withhold any final payment due to Membership Ambassador until the Membership Ambassador has complied with the provisions of this paragraph.

Article 7. Mandatory Alternative Dispute Resolution

In the event that a dispute arises between the parties regarding (i) this Agreement (ii) their relationship including but not limited to payments or debits applied to Membership Ambassador’s Account (iii) termination of this Agreement for cause by Carried Out or (iv) all other aspects of Membership Ambassador’s relationship with Carried Out, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Telephone Consumer Protection Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to Membership Ambassador’s relationship or the termination of that relationship with Carried Out, the parties shall resolve such dispute individually (class action mediations and arbitrations are prohibited) without litigation, utilizing the alternate dispute resolution procedures as set forth below.

Individual (non-class action) Mediation. The parties shall first attempt to mediate the dispute through the selection of a mutually agreeable mediator who shall conduct such mediation in confidence. The terms and procedure for mediation shall be arranged by the parties to the dispute.

 

Individual (non-class action) Arbitration. If good-faith mediation of a dispute proves impossible or if an agreed-upon mediation outcome cannot be obtained by the parties, the dispute may be submitted to arbitration in accordance with ground rules as agreed upon by the parties. Any party may commence arbitration of the dispute by sending a written request for arbitration to all other parties to the dispute. The request shall state the nature of the dispute to be resolved by arbitration, and, arbitration shall be commenced as soon as practical after such parties receive a copy of the written request.

 

Fees of Mediators and Arbitrators, Attorney Fees. The parties shall share equally the expenses of mediation and/or arbitration, including the fees of the mediator and/or arbitrator, and each party shall bear such party’s respective attorneys' fees and related costs incurred in connection with mediation and/or arbitration.

 

Venue. All mediations and arbitrations shall be held (i) at a site mutually agreed upon by the parties or (ii) electronically if requested by one of the parties.

Legally Binding on the Parties. All mediation agreements (signed) and arbitration decisions shall be final, binding and conclusive on the parties, and legal judgment may be entered based upon such agreement or decision in accordance with applicable law.

 

If a responding party refuses to participate in the arbitration process, the commencing party may, in lieu of using the arbitration process, file an individual (non-class action) court action to resolve the matter.

Article 8. Venue & Jurisdiction

For New Mexico Membership Ambassadors, the venue for any legal judgement filed or legal action brought pursuant to this Agreement shall be the New Mexico District Court located in Albuquerque, NM which shall have jurisdiction over the parties and the matter. The parties waive any other venue/jurisdiction to which a party might be entitled by domicile or otherwise.

For Kansas Membership Ambassadors, the venue for any legal judgement filed or legal action brought pursuant to this Agreement shall be the Kansas District Court located in Lawrence, KS which shall have jurisdiction over the parties and the matter. The parties waive any other venue/jurisdiction to which a party might be entitled by domicile or otherwise.

Article 9. Waiver

A party’s (i) waiver of or (ii) failure to enforce a provision of this Agreement does not constitute a waiver of their right to do so in the future with respect to that provision, any other provision or this Agreement as a whole.

Article 10. Entire Agreement & Amendments

This Agreement represents the entire Agreement of the parties and it shall not be amended, modified or replaced except by a written instrument executed by the parties.

Article 11. Severability

If any provision of this Agreement is determined by a court or arbitrator to be invalid, unenforceable or otherwise ineffective, that provision shall be severed from the rest of this Agreement, and the remaining provisions shall remain in effect and enforceable.