We respect Your concerns about privacy and have adopted systems and procedures intended to protect Your personal information from unauthorized access or use and provide You with a safe and secure online experience. We review and update these systems and procedures on an ongoing basis to maintain that environment. We intend for name, email, and phone numbers only to be seen by approved Users, and by placing this information in Your profile, you agree that approved Users can see and utilize this information. Other information posted by the User may be seen by public and User acknowledges this disclosure.
You are solely responsible for and assume all risks associated with Your use of the Website, Content, Resources and Features (including without limitation any payment processing services available through third party providers in connection with the Website). THE WEBSITE, CONTENT, RESOURCES AND FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF AVAILABILITY, EFFECTIVENESS, MERCHANTABILITY, ERROR-FREE OPERATION, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, ABSENCE OF VIRUSES OR OTHER MALWARE, FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY FOR YOUR INTENDED USE OR PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF EVERY NATURE AND DESCRIPTION, WHETHER EXPRESS OR IMPLIED, AND WHETHER BASED IN STATUTORY OR COMMON LAW, WITH RESPECT TO THE WEBSITE, CONTENT, RESOURCES AND FEATURES.
Accessing and using the Website requires use of equipment and services not provided by Us that enable You to transmit and receive data over the Internet. Your access to and use of such equipment and services is solely your responsibility and involves instrumentalities beyond Our control that may expose the computer or network used for such access to viruses, worms, Trojan Horses or other malware. We are not responsible and assume no liability for (i) any failures, delays, or interruptions in service with respect to the Website, Content, Resources or Features; (ii) any damage, corruption or loss of data by You or any third party; or (iii) any other adverse effects of viruses, worms, Trojan Horses or other malware You may experience in connection with Your use of the Website, Content, Resources or Features.
CERTAIN FEATURES, FUNCTIONALITY, AND/OR CONTENT OFFERED ON OR THROUGH THE SERVICE MAY BE HOSTED, ADMINISTERED, RUN OR OTHERWISE PARTICIPATED IN BY THIRD PARTIES, SUCH AS OUR SERVICE PROVIDERS THAT PROVIDE SOCIAL, COMMUNITY AND PUBLIC DISCUSSION AREAS, PHOTO AND VIDEO GALLERIES, BULLETIN BOARDS, FORUMS, CHATS, BLOGS, AUCTIONS, SHOPPING, AND PERSONAL/JOB SEARCH AND OTHER CLASSIFIED ADS. THESE SERVICE PROVIDERS MAY REQUIRE THAT YOU AGREE TO THEIR ADDITIONAL TERMS, CONDITIONS, CONTRACTS, AGREEMENTS AND/OR RULES. YOUR COMPLIANCE WITH ANY SUCH ADDITIONAL TERMS, CONDITIONS, CONTRACTS, AGREEMENTS AND/OR RULES IS SOLELY YOUR RESPONSIBILITY AND WILL HAVE NO EFFECT ON YOUR CONTINUING OBLIGATION TO COMPLY WITH THE AGREEMENT WHEN USING THE SERVICE. WE AND OUR INDEMNITEES SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE ACTS OR OMISSIONS OF SUCH THIRD PARTIES.
YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE AT YOUR OWN RISK. THE SERVICE IS PROVIDED "AS IS", "WITH ALL FAULTS" AND ON AN "AS AVAILABLE" BASIS, AND WE AND OUR INDEMNITEES HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY CONTENT CONTAINED THEREIN OR PROVIDED BY US OR THE SERVICE. WE AND OUR INDEMNITEES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT ACCESS TO THE SERVICE AND/OR COMMUNICATIONS OR MESSAGING FROM OR TO US OR YOU WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE, OR THAT THERE WILL BE NO FAILURES, DELAYS, INACCURACIES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED CONTENT, OR THAT NO SOFTWARE DISABLING DEVICES, TIME BOMBS, VIRUSES, WORMS, BUGS, OR DEVICES OR DEFECTS OF SIMILAR NATURE WILL BE TRANSMITTED ON OR THROUGH THE SERVICE, AND WE AND OUR INDEMNITEES WILL NOT BE LIABLE IN THE EVENT OF ANY SUCH OCCURRENCE.
WE AND OUR INDEMNITEES ARE NOT RESPONSIBLE FOR INCOMPLETE, INCORRECT, LOST, DELAYED, LATE, MISDIRECTED, GARBLED, DAMAGED, ILLEGIBLE, UNDELIVERABLE, OR INCOMPLETELY RECEIVED COMMUNICATIONS OR MESSAGING FROM OR TO US OR YOU FOR ANY REASON, INCLUDING BY REASON OF HARDWARE, SOFTWARE, BROWSER, NETWORK, COMMUNICATIONS SYSTEM FAILURE, MALFUNCTION, DELAY, OR CONGESTION, OR ANY INCOMPATIBILITY AT OUR SERVERS OR ELSEWHERE, OR FOR ANY OTHER TECHNICAL PROBLEMS, ANY FORM OF ACTIVE OR PASSIVE FILTERING BY A USER'S COMPUTER, MOBILE OR OTHER DEVICE OR ACCESS PROVIDER, INSUFFICIENT SPACE ON USER'S COMPUTER, MOBILE OR OTHER DEVICE OR ACCOUNT/PROFILE, OR ANY OTHER CAUSE OR COMBINATION THEREOF.
WE AND OUR INDEMNITEES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THE AGREEMENT, THE SERVICE, THE SALE, PURCHASE, RECEIPT, USE OR MISUSE OF ANY MERCHANDISE, PRODUCTS AND/OR SERVICES, INCLUDING WITHOUT LIMITATION CONTENT, YOUR ABILITY OR INABILITY TO ACCESS, VISIT AND/OR USE THE SERVICE, INCLUDING DAMAGE TO YOUR COMPUTER, MOBILE OR OTHER DEVICE, OR FOR SOFTWARE DISABLING DEVICES, TIME BOMBS, VIRUSES, WORMS, BUGS, OR DEVICES OR DEFECTS OF SIMILAR NATURE ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICE, YOUR ACCESS, VISITATION, AND/OR USE OF, OR RELIANCE ON, THE SERVICE OR ANY OF THE MERCHANDISE, PRODUCTS, SERVICES AND/OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU DURING THE ONE MONTH PERIOD IN WHICH THE CLAIM AROSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGREEMENT IS NOT SUBJECT TO THE LAWS OF SUCH STATES, BUT TO THE EXTENT A CLAIM IS BROUGHT THEREIN, OUR LIABILITY AND WARRANTIES ARE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR".
The Website is intended for use by adults and is not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from anyone actually known to Us to be under the age of 13.
The Website may include (or link to) blogs, message boards, social media Websites and other means affording users opportunities to post and/or upload questions, opinions, comments, messages, information and other material viewable by Us and in some cases the public (“Public Venues”). You warrant and agree that any material of any type You post or upload to a Public Venue is non-confidential, does not include personally identifiable information, and does not infringe or violate any right of any other person or entity. By making a post or upload of material to the Website or otherwise communicating with Us You grant to Us a royalty free, perpetual, irrevocable, and assignable worldwide license to copy, reproduce, translate, edit, modify, publish, perform, distribute, make derivative works from and use in any way for any purpose such post, upload or communication. Posting or uploading to the Website material of any kind that is illegal or contains hateful, abusive, defamatory, threatening, harassing, offensive, obscene, pornographic, sexually explicit or other illegal or inappropriate material is strictly prohibited. You agree never to post to or use the Website or any Public Venue for any purpose that is illegal, fraudulent, infringes the rights of others, or includes advertising, promotional material, solicitation of business, chain letters, pyramid schemes, solicitation of wagering or gambling, spamming, or that is otherwise illegal or inappropriate. We reserve the right (but assume no obligation) to remove from the Website any user supplied material We deem inappropriate for any reason in Our sole discretion. You understand and acknowledge that (i) some user supplied material you encounter in a Public Venue may be offensive, inaccurate, incomplete, outdated, false, misleading or otherwise flawed, (ii) We have no obligation whatsoever to monitor or police any user supplied material, (iii) We make no representation or warranty whatsoever with respect to or in connection with any user supplied material, and (iv) You are solely responsible for and assume all risks in connection with Your use of or reliance upon any user supplied material.
You agree not to use (or permit any other person to use) the Website or any Content, Resource or Feature for any criminal or illegal purpose of any nature or description, including without limitation fraud, identify theft, dissemination of viruses or other malware, misappropriation of passwords or other confidential information of others, conspiracy to commit an illegal act, impersonating others, harassment, invading anyone’s privacy, or harvesting, scraping or otherwise collecting information about others. You agree not to interfere with or disrupt the operation of the Website in any manner, including without limitation denial of service or similar attacks. You agree not to access or attempt to access sites or servers related to the Website or business without proper authorization. You agree not to use the Website in any way that interferes with the use or enjoyment of the Website by others.
All requests for work and manpower and for services rendered or offered on this Website must be handled through this Website. A Company may not find a Supplier’s profile in the Website and contact them to provide the services described hereunder outside of the Website. Companies and Suppliers are prohibited from hiring or contracting with one another outside of the arrangements and opportunities set forth in this Website. Suppliers and Companies using or registered on AutomateAmerica.com must not contact each other outside of the Website until the engagement has been fully initialized and confirmed by Automate America Inc. Company and Supplier may enter into direct hire or contracting arrangements outside of Automate America after the initial transaction involving Company and Supplier through this Website only after paying a fee or getting written permission from Divers Automation.
In connection with goods or services available through the Website We may, in our sole discretion from time to time, offer the option of making payments (including deposits) to Us via third party payment processing providers linked on the Website. We are not responsible for such third party Websites or their handling of your financial or other personal information they may collect. We do not collect or store your credit card or other payment information and disclaim all responsibility related to the collection or handling of such information. Please contact the appropriate third party payment processing provider directly if you have questions about their collection or handling of your financial or other personal information. Payments to Us made by credit card will reference Us on your statement as “Automate America”.
The Website (either directly or through one or more third party providers) allows You to record and store information. You are responsible for taking all reasonable steps to ensure that no unauthorized person gains access to Your passwords or accounts related to the Website. It is Your sole responsibility to (1) control the dissemination and use of Your sign-in name, screen name and passwords; (2) monitor and control access to and use of Your passwords and accounts related to the Website; (3) promptly inform Us if You believe any of Your passwords or accounts has been compromised or if there is any other reason You need to deactivate a password or account. To send Us an email, use the "Contact Us" links located at the bottom of every page of Our site. You grant Us and all other persons or entities involved in the operation of the Website the right to transmit, monitor, retrieve, store, and use Your information in connection with the operation of the Website. We do not have or assume any responsibility or liability for any information You post, submit, store, transmit or process on the Website or using any resource available on the Website or for any use or misuse of such information.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Automate America, Inc. and any User and no User shall have the authority to bind or contract for Automate America, Inc. in any manner whatsoever. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
All Suppliers here to are independent contractors and are not Automate America’s direct employee for any reason or for any purpose unless documented outside of the agreement. Supplier’s employees or contract personnel are not Automate America’s employees. All Users, Suppliers, and Companies agree to the following rights and consistent with an independent contractor relationship:
Any inquiry and/or communication between Users or exchange of information regarding jobs, profiles, or opportunities are not guaranteed for jobs, future jobs, contracts, or other compensated service and no User nor Automate America, Inc. nor this Website promise any job, compensation, opportunity, or warrant the services provided in any respect.
Unless prior written authorization, a Company issuing purchase order for services, agrees that, during the term of the agreement, and for a period of one (1) year subsequent to the date of the delivery of services that both parties agree not to pursue employees whether they are employed with Automate America or a service partner of Automate America for the purposes of sub-contract or fulltime employment with their respective company, or any other third parties, for the purposes of training, programming, service or any other related services or business endeavors, that are part of the services each company currently or in the future may provide.
In the event either party makes an offer to the other company's employees or sub-contractors without proper notification this will be deemed a breach of this contract. The party making said job offer, will be responsible for the following: 1 full year’s wages of employee, cost of training while the employee was on staff and /or damages for lost company income of (1) full year.
Note: Service partners that apply their personnel to “contract to hire” or “direct hire” opportunities do so with the understanding that upon acceptance of the work request will void the non-solicitation agreement and the Company may pursue said employee for hire.
The Services and Resources may include bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable User to communicate with the public at large or with a group (collectively, "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
We have no obligation to monitor the Communication Services. However, We reserve the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. We reserve the right to terminate User’s access to any or all of the Communication services at any time without notice for any reason whatsoever. We reserve the right at all times to disclose any information as necessary to satisfy any applicable law regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Our sole discretion. We do not control or endorse the content, messages or information found in any Communication Service and, therefore, We specifically disclaim any liability with regard to the Communication Services and any actions resulting from User’s participation in any Communication Service. We do not claim ownership of any materials that User inputs in the Communications Service, including any feedback, suggestions, posting, uploading, inputting, or submissions to the Communications Services (collectively, “Submissions”). By posting or submitting a Submission, User grants Us the license and permission to use the Submission in connection with the operation of the Services, including but not limited to the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat the Submission and publish User’s name in connection with the Submission. No compensation will be paid with respect to the user of the Submission and We are under no obligation to use any Submission and may remove any Submission at any time in Our sole discretion.
Your access to and use of the Website, Content, Resources and Features is a privilege, not a right, and We may, in Our sole discretion, revoke Your access to or use of the Website, Content, Resources or Features, in whole or in part, at any time for any reason. We reserve the right at any time and in Our sole discretion (but We have no obligation) to monitor, police, record, edit, disclose to others or remove any posting or other communication in a Public Venue by You or any other person.
We reserve the right, in addition to other remedies, to terminate, discontinue, suspend and/or restrict the Resources and Features and other services, Your account/profile, ability to access, visit and/or use the Website or any portion thereof, and/or the Agreement, including without limitation any of Our purported obligations hereunder, for any or no reason, with or without notice. In the event of any termination or discontinuation of User’s account/profile, ability to access, visit and/or use the Website or any portion thereof, and/or the User Agreement, We reserve the right, in addition to our other remedies, to reassign, and/or allow another user to use, your password and/or User ID. Even if the Website, your ability to access, visit and/or use the Features and Resources or any portion thereof, and/or the User Agreement is terminated, discontinued, suspended or restricted, by User or Us, We have no obligation to (but may in its discretion) remove any Submissions, and therefore copies of all information with regard to User’s account/profile and/or Submission. We have no obligation to retain, store, or provide User with any information with regard to User’s account/profile and/or Submissions. All provisions of the User Agreement shall survive the termination or expiration of the Agreement and/or account/profile.
The Website may provide links to third-party Websites and may select certain sites as priority responses to search terms You enter. We may allow advertisers to respond to certain search terms with advertisements or sponsored Content. However, We do not recommend and do not endorse any third party product or service or the content of any third-party Websites. We are not responsible for the content or accuracy of third-party Websites linked or framed within the Website or their advertising appearing on the Website. Your use of any and all third-party Websites is at Your own risk and subject to the terms and conditions of use for such Websites. We reserve the right to offer premium services and increased or more visible search capabilities at our discretion and/or as policies are established from time to time.
We reserve the right to change the terms, conditions, and notices under which this Website is offered, including but not limited to the charges associated with the use of the Website. Continued access of the Service by You will constitute acceptance of any changes or revisions to the User Agreement
The Website may contain links to other Websites (“Linked Sites”). The Linked Sites are not under the control of US and We are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. We are not responsible for webcasting or any other form of transmission received from any Linked Site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Us or the any association with the Linked Site operators.
You may be required to register for certain products and/or services, and/or to make purchases, or register and/or set up an account/profile to access, visit and/or use certain portions of the services, Resources, or Features, in which case You may be provided, or required to choose, a password and/or User ID, and You may provide a credit, debit, or charge card number, or other payment information, as well as Your name, telephone number(s), email and/or street address, and other personally identifiable information. Other information such as Your age, gender, an avatar, and the number for mobile or other device may also be requested. In addition, User may be asked to send Us similar information via messaging (e.g., email, SMS, MMS, or other technologies). All such information shall be referred to in the Agreement as User’s "Registration Information".
Users may not set up multiple profiles or accounts. User agrees, represents, warrants, and guarantees that all Registration Information provided by User is true, accurate, complete, up-to-date, and solely User’s. User may not impersonate, imitate or pretend to be somebody else when registering and/or setting up an account/profile on the Service. If any of User’s Registration Information changes, User must update it promptly by using the mechanism or contact information on the Service that allows User to change or update User’s Registration Information, if available. WE SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM USER’S FAILURE TO MAINTAIN ACCURATE, COMPLETE OR UP-TO-DATE REGISTRATION INFORMATION, INCLUDING WITHOUT LIMITATION USER’S FAILURE TO RECEIVE CRITICAL INFORMATION. WE ARE NOT RESPONSIBLE FOR VERIFYING USER’S REGISTRATION INFORMATION.
We reserve the right at any time, with or without notice, to remove or require a change to or repossess any password and/or User ID that has been provided to User, any avatar User may be using or other Registration Information, or otherwise change the access means or methods for portions of the Service, the Service as a whole, or certain products and/or services.
User will be solely responsible for maintaining the confidentiality of User’s Registration Information. User may not authorize or permit anyone else to access and/or use User’s Registration Information, or access, visit and/or use the Service by use of User’s account/profile and/or Registration Information. User may not access and/or use anyone else's Registration Information, or access, visit and/or use the Service by use of anyone else's account/profile and/or Registration Information. User may not sub-license, transfer, sell, rent or assign User’s Registration Information to any third party without our written approval. Any attempt to do so will be null and void and shall be considered a material breach of the Agreement.
User is solely responsible for all access or visitation to, usage of, or activity on, User’s account/profile including, but not limited to, use of the account/profile by any person who uses User’s Registration Information, with or without authorization, or who has access to any computer, mobile or other device on which User’s account/profile resides or is accessible. User acknowledges and agrees that Company may, and User specifically authorizes Company to, process all transactions, including without limitation purchases and/or registration for additional merchandise, products and/or services, including without limitation Content, that are initiated by use of User’s Registration Information.
If You have reason to believe that Your or another User’s account/profile is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of User’s Registration Information), You must immediately change the affected Registration Information and/or close the account/profile.
If You believe any materials accessible on or from the Website infringe Your copyright, You may request removal of those materials (or access thereto) from the Website by contacting Our copyright agent (identified below) and providing the following information:
Our agent for copyright issues relating to the Website is as follows:
In an effort to protect the rights of copyright owners, We maintain a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Website who are repeat infringers.
We are domiciled in the United States of America. We make no representation or assurance that the Website, Content, Resources or Features are legal or accessible outside of the United States. If You access the Website from outside the United States, You do so at Your own risk and You are solely responsible for compliance with the laws of all applicable jurisdictions.
The state and federal courts located in the State of South Carolina have exclusive jurisdiction over any and all disputes between You and Us (or Our directors, officers, employees, or agents) in any way relating to the Website, Content, Resources or Features, or Your use of any of the foregoing. You and We each expressly consent to the jurisdiction of such courts over Us personally and You and We agree that venue in such courts is convenient and proper. IN CONNECTION WITH ANY LEGAL PROCEEDING WITH RESPECT TO ANY SUCH DISPUTE YOU AND WE EACH HEREBY IRREVOCABLY WAIVES OUR RIGHT TO A JURY TRIAL.
No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
Questions or comments regarding the Website, including any reports of non-functioning links, may be submitted via email at email@example.com or via U.S. mail addressed to:
This Supplier Service Agreement (“SSA”) is made between Automate America, Inc. (“Automate America”), with a principal place of business at PO BOX 1638, Greer, SC 29652, and independent contractors defined as (“Suppliers”) who will be paid by Automate America and not the end customer (“Client Company”) directly.
1. Services to Be Performed
The Supplier shall provide services for an entity that has contracted with or otherwise has contacted Automate America for the need for such services and such other services as needed to satisfactorily complete the project for such Client Company (the “Services”). The work to be performed shall be done for and at the direction of the Client Company.
2. Tax Identification Number
Supplier agrees to provide a completed Form W-9 or Form W-8 with a valid Social Security Number or Tax Identification Number prior to the commencement of the Services.
3. Term of SSA
This SSA shall be effective until terminated as set forth herein. This SSA supersedes any previous contractor, supplier or employment agreements and addendums thereto, which shall hereinafter be null and void and no longer in effect.
In consideration for the Services to be performed by Supplier, Automate America agrees to pay Supplier for all approved hours worked. Supplier acknowledges that the rate of pay may be renegotiated for future assignments or projects.
5. Terms of Payment
Supplier shall turn in weekly timesheets and expense reports on Sunday or as otherwise directed by Automate America.
Supplier shall submit an invoice to Automate America on a weekly basis. The invoice shall reflect the same hours and expenses as shown on the weekly timesheets. Standard Payment terms will be net 30 and payments will be made via direct deposit to Supplier’s bank account. Supplier will be given optional net terms.
6. Confidentiality of Payment Arrangements
Payment terms and arrangements to Suppliers are confidential. Supplier is prohibited from discussing his or her payment terms and arrangements with other suppliers, contractors, Automate America’s employees, or the Client Companies. Violation of this stipulation may result in termination of this SSA.
Supplier shall be responsible for all expenses incurred while performing the Services unless the Client Company reimburses such expenses. This includes but is not limited to the following:
8. Independent Contractor Status
Supplier is an independent contractor and is not Automate America’s direct employee for any reason or for any purpose. Supplier’s employees or contract personnel are not Automate America’s employees. Supplier and Automate America agree to the following rights consistent with an independent contractor agreement:
9. Other Policies
Notwithstanding the fact that Supplier is an independent contractor, while on the Automate America premises or attending Automate America functions or meetings, or on the premises of a Client Company, Supplier shall observe and obey, and cause Supplier’s employees and subcontractors to observe and obey, all applicable policies, procedures, rules, and regulations of Company or the Client Company.
10. Right of Refusal
Automate America shall have the right to evaluate any of Supplier’s employees or contract personnel placed on a project. If during the term of the project Automate America is not pleased with the performance of Supplier’s employees or contract personnel, Automate America shall notify Supplier and the Supplier shall remove the employee or contract personnel immediately.
11. Business Permits, Certificates, and Licenses
Supplier shall comply with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the Services.
12. State and Federal Taxes
13. Fringe Benefits
Supplier understands that neither Supplier nor Supplier’s employees or contract personnel are eligible to participate in any employee pension, profit sharing, health or medical insurance, vacation pay, sick pay, or other fringe benefit or welfare or pension plan sponsored by Automate America. If Supplier is later hired as Automate America’s employee, which is neither promised nor guaranteed, Supplier expressly waives Supplier’s rights to any benefits during the time that he or she was a contractor under this (or any previous) SSA.
14. Workers’ Compensation
Supplier shall obtain workers’ compensation insurance on behalf of Supplier and Supplier’s employees. When Supplier hires employees to perform any work under this SSA, Supplier will cover them with workers’ compensation insurance and provide Automate America with a certificate of workers’ compensation insurance before the employees begin the work.
15. Unemployment Compensation
Automate America shall make no state or federal unemployment compensation payments on behalf of Supplier or Supplier’s employees or contract personnel. Supplier will not be entitled to these benefits in connection with work performed under this SSA or the performance of the Services.
Automate America shall not provide any insurance coverage of any kind for Supplier or Supplier’s employees or contract personnel. Supplier agrees to maintain a general liability insurance policy of at least $1,000,000.00 to cover any negligent acts committed by Supplier or Supplier’s employees or agents while performing services under this SSA. Supplier also agrees to maintain a workers’ compensation insurance policy of at least $1,000,000.00 to cover any work-related injuries sustained by Supplier or Supplier’s employees or agents while performing services under this SSA. Supplier agrees to add Automate America, Inc. at PO BOX 1638, Greer, SC 29652 as an added insured on each policy.
SUPPLIER WAIVES ALL CLAIMS AGAINST COMPANY OR THE CLIENT COMPANY FOR COMPANY’S LIABILITY OR COMPENSATION FOR PERSONAL INJURY, UNEMPLOYMENT COMPENSATION OR OTHERWISE UNDER WORKERS’ COMPENSATION LAWS. SUPPLIER UNDERSTANDS THAT IN NO WAY WILL COMPANY BE LIABLE FOR ANY INJURY OR LOSS SUSTAINED BY THE SUPPLIER IN THE PERFORMANCE OF THIS SSA.
18. Terminating the SSA
19. Final Payments
If the Services are satisfactorily performed and the project is completed, Supplier will be paid as set forth in this SSA through the date of completion.
If this SSA is terminated by either Automate America or Supplier before a project is completed, any final payments owed for the Services performed by Supplier will be withheld until payment for said services is received by Automate America from the Client Company.
Supplier is entitled to the compensation set forth herein only through the effective date of termination and is not entitled to any post-termination compensation. Company, in its sole discretion, may offset any sum due from Supplier (at the termination date or otherwise) against any amount which would otherwise be due Supplier to the maximum extent permitted by law, including but not limited to payments, commissions, or other compensation. Such offset may include, but is not limited to, sums for theft, breakage, overpayment, advances, or monies owed to Automate America, loss, failure to return Company property, or other similar loss.
Neither Automate America nor Supplier will, by reason of the termination or expiration of this SSA, be liable to the other for compensation, reimbursement, or damages either on account of present or prospective profits on sales or anticipated sales, or on account of expenditures, investments, or commitments made in connection therewith or in connection with the establishment, development, or maintenance of the business or goodwill of the Company or of the Supplier.
Upon termination of this SSA, Supplier will give Automate America a statement including all information available to or obtainable by Supplier which the Company requests regarding the status of outstanding or pending transactions with the Automate America’s customers or projects.
20. Sole Agreement
This SSA, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this SSA with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This SSA may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this SSA or, in the case of waiver, by the party or parties waiving compliance.
If any provision of this SSA is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force if the essential provisions of this SSA for Automate America and Supplier remain valid, binding, and enforceable.
22. Applicable Law
This SSA will be governed by the laws of the state of South Carolina.
All notices and other communications in connection with this SSA shall be in writing and shall be considered given as follows:
24. No Partnership
This SSA does not create a partnership relationship. Supplier does not have authority to enter into contracts on Automate America’s behalf.
25. Statutory Employees
Notwithstanding the language contained in other provisions herein, except as may be noted below, Supplier agrees that it undertakes to perform or execute the work performed under this SSA that is part of the trade, business or occupation of Company and therefore its employees, agents, and subcontractors, for purposes of the applicable state's workers' compensation laws, are, to the maximum extent permitted by law, considered statutory employees under such applicable state's workers' compensations laws. Therefore, the exclusive remedies for any personal injury suffered by Supplier's agents, employees or subcontractors while performing any of the services performed under this SSA shall be the remedies under the applicable state workers' compensation laws, including, if necessary, under Company's workers' compensation insurance coverage, and Company is entitled to tort immunity to the maximum extent permitted by law. Supplier agrees that it will not take nor permit its workers' compensation carrier or other similarly situated party to take any position inconsistent with the provisions of this Section.
Supplier agrees to defend, indemnify and hold the Company and its officers, directors, employees, agents, attorneys and Suppliers harmless from and against any damages, liabilities, law suits and expenses (including reasonable attorneys’ fees) of any kind or nature whatsoever which may be sustained or suffered by the Company, arising out of, based upon or by reason of (a) breach of any representation or warranty of, or failure to perform any covenant made by Supplier in, this SSA or taking a position that contradicts the representations set forth in this SSA, (b) violation of laws, ordinances or regulations resulting directly or indirectly from, or in any way relating to, the activities of Supplier under this SSA, and (c) any claim, action or proceeding asserted, instituted or growing out of any matter for which Supplier has agreed to indemnify the Company hereunder.
Supplier acknowledges that the services to be rendered by Supplier are unique and personal. Accordingly, Supplier may not assign any of Supplier’s rights or delegate any of Supplier’s duties or obligations under this SSA, except to the extent amounts are payable to Supplier hereunder after Supplier’s death, in which case those benefits may be assigned by will or the law of descent. The rights and obligations of Company under this SSA shall be assignable by the Company, and shall inure to the benefit of and shall be binding upon Company and its successors and assigns.
In the event any accident or other incident should occur in the course of Supplier performing under this SSA, Supplier agrees to cooperate and provide reasonable assistance to the Company in the investigation of such accident or incident as Company may request, which assistance and cooperation may include, but not be limited to, retaining legal counsel independent of Supplier's workers' compensation carrier and making its employees and legal counsel available for interviews by the Company and/or its legal counsel.
29. Confidentiality and Non-Disclosure
This SSA may be executed in one or more counterparts, all of which taken together shall constitute one instrument.
The headings contained in this SSA are for reference purposes only and shall not affect in any way the meaning or interpretation of this SSA.
32. Governing Law
This SSA shall be governed by and construed in accordance with the laws of the State of South Carolina, without giving effect to South Carolina’s rules of conflicts of law, and regardless of the place or places of its physical execution and performance. The parties agree that all claims must be brought exclusively in courts of competent jurisdiction in Greenville, South Carolina, and Supplier agrees to be subject to these courts even if Supplier is not then residing in South Carolina.
This Master Service Agreement (“Agreement”) is made between Automate America, Inc. (“Automate America”), with a principal place of business at PO BOX 1638, Greer, SC 29652, and Users defined as “Companies” who do not contract or hire the independent contractors (“Suppliers”) direct and need Automate America to act as the Umbrella Pass through Company for payments due to vendor requirements of the (“Client Company”).
The parties agree as follows:
1. Services. Automate America agrees to provide certain workers (“Assigned Workers”) to Customer to perform work as assigned by Customer from time to time (“Services”). The Services shall be set out in the initial Statement of Work attached hereto as Exhibit A and subsequent statements of work accepted by and agreeable to Automate America (each, a “Statement of Work”). Additional Statements of Work shall be deemed issued and accepted only if expressly agreed by the Automate America Contract Manager and the Customer Contract Manager.
2. Automate America Obligations. Automate America shall
3. Customer Obligations. Customer shall
4. Direction of the Assigned Workers. While the Assigned Workers will be provided by Automate America, the parties agree on the following:
5. Relationship Created. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
6. Fee. In consideration of the provision of the Services, Customer shall pay the fees set out in the Statement of work. Unless otherwise provided in the applicable Statement of Work, said fee will be payable within 30 days of receipt of an invoice from Automate America, but in no event more than 45 days after completion of the Services performed pursuant to the applicable Statement of Work.
7. Limited Warranty and Limitation of Liability.
8. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 7 days thereafter, is summarized in writing and confirmed as confidential (”Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section only, Receiving Party’s Group shall mean the Receiving Party’s employees, officers, directors, attorneys, accountants, and financial advisors. The terms and quotations herein and in the Statement of Work are considered confidential and shall not be disclosed to any other party or entity.
9. Term and Termination. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all applicable Statements of Work unless sooner terminated herein.
10. Entire Agreement. This Agreement, including and together with any related Statements of Work, and exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force if the essential provisions of this Agreement for Automate America and Customer remain valid, binding, and enforceable.
11. Amendment. This Agreement may only be amended, modified, or supplemented by an agreement or Statement of work writing signed by each party. The terms of this Agreement and any applicable Statement of work rule the relationship between the parties. No terms on any Customer invoice, purchase order, or website contrary to or additional to the terms set forth herein shall be of any effect or otherwise enforceable.
12. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
13. Assignment. Neither party may assign this Agreement without the prior written consent of the other party. This Agreement shall be binding upon the parties, their successors, heirs and assigns.
14. Notice. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other party’s designated Contract Manager at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid) or as otherwise upon effective receipt by the receiving party.
16. Non-exclusivity. Automate America retains the right to perform the same or similar types of services for other companies and entities during the term of this Agreement and/or use the services of other companies to provide similar services. Customer also retains the right to hire any of the Appointed Workers directly, as long as Appointed Worker is an independent contractor, or direct employment of another company’s employee has been agreed upon in writing prior to company’s employee accepting employment.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without giving effect to South Carolina’s rules of conflicts of law, and regardless of the place or places of its physical execution and performance. The parties agree that all claims must be brought exclusively in courts of competent jurisdiction in Greenville, South Carolina.