TERMS OF USE

Last updated February 8, 2021

Table of Contents

1. General Terms
2. Spire Starter LLC (“Owner”) Responsibilities
3. Client (“Hiring Entity”, “HE”) Terms
4. Consultant (“Engineer”) Terms

1. General Terms

1.1. Odd Engineer website (“the Site”), www.oddengineer.com, is a marketplace platform owned and operated by Spire Starter LLC (“Owner”), an Indiana company.

1.2. By using the Site and its services you agree to our Terms and Conditions as set forth on the platform.

1.3. Definitions
1.3.1. Engineer: Entity providing temporary expertise to Hiring Entities via the Platform. (“Engineer”)

1.3.2. HE: Entity that finds and utilizes Engineers via the Platform. (“HE”)

1.3.2. Services: Services are any and all project work performed by the Engineer for the HE under the terms of this agreement.

1.4. Both HE and the Engineer acknowledge that the look and feel, as well as the functionality of the Site, is proprietary technology to Spire Starter LLC.

1.5. Owner reserves the right to contact both HE and Engineer from time to time in reference to the progress of the work.

1.6. Entire Agreement. This Agreement is intended to be the sole and complete statement of obligations of the parties concerning the subject matter hereof and supersedes all prior oral and written understandings, negotiations, commitments and proposals concerning the subject matter hereof.

1.6.1. Any omission by Owner to enforce the terms and conditions herein shall not act as a waiver of such term or condition. If any portion hereof is deemed unenforceable, such portion shall be severed and the remainder of this Agreement construed without such portion.

1.6.2. Survival: In addition to any provision which survives termination of this Agreement in accordance with their express terms, all provisions of this Agreement which by their nature would be useful to the interpretation or the enforcement of rights and remedies under this Agreement after its termination will survive said termination.

1.7. Assignment: HE may not assign its rights or obligations under this agreement without the written consent of Owner. Owner may freely assign these terms.

1.7.1. Any disputes are to be resolved by arbitration in Indiana.

1.7.2. By using the Site and its services you certify that you are at least 18 years of age.

1.7.3. USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards,
online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and the Marketplace Offerings and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
1.7.3.1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

1.7.3.2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.

1.7.3.3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.

1.7.3.4. Your Contributions are not false, inaccurate, or misleading.

1.7.3.5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

1.7.3.6. Your Contributions are not filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

1.7.3.7. Your Contributions do not disparage, intimidate, or abuse anyone.

1.7.3.8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

1.7.3.9. Your Contributions do not violate any applicable law, regulation, or rule.

1.7.3.10. Your Contributions do not violate the privacy or publicity rights of any third party.

1.7.3.11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

1.7.3.12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

1.7.3.13. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation. Any use of the Site or the Marketplace Offerings in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site and the Marketplace Offerings.

1.8. CONTRIBUTION LICENSE By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

1.9. THIRD-PARTY WEBSITES The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

1.10. PRIVACY POLICY We care about data privacy and security. By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy posted on the Site, here, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

1.11. Limitation of liability

1.11.1. THE SITE OFFERS A MARKETPLACE FOR THOSE SEEKING ENGINEERING SERVICES TO CONNECT WITH THOSE SEEKING TO PROVIDE ENGINEERING SERVICES.

1.11.2. YOU UNDERSTAND AND AGREE THAT OWNER HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER ON OR OFF THE SITE AND THAT OWNER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES PROVIDED BY ANY USER. YOU UNDERSTAND AND AGREE THAT OWNER IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ON OR OFF THE SITE, OF ANY USER. AS SUCH, OWNER EXPRESSLY DISCLAIMS, AND EACH USER EXPRESSLY RELEASES OWNER FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO THE SITE, INCLUDING WITHOUT LIMITATION ANY ACTS AND/OR OMISSIONS OF USERS ON OR OFF THE SITE.

USERS OF THE SITE TRANSACT BETWEEN THEMSELVES. OWNER WILL NOT BE INVOLVED IN ANY USER INTERACTIONS. OWNER IS NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSS, INJURY, OR DAMAGE OF ANY KIND THAT MIGHT ARISE DURING AND AFTER USER INTERACTION.
TO THE FULL EXTENT PERMITTED BY LAW, OWNER IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE SITE, EVEN IF Spire Starter LLC HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE SITE; (B) THE COST OR PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SITE; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSION OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (D) CONTENT OR INFORMATION USERS MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL Spire Starter LLC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED (A) THE AMOUNT PAID BY YOU TO OWNER OR AN OWNER PARTNER, IF ANY, OR (B) $100 (WHICHEVER IS LESS).
YOU AND OWNER AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND OWNER AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE FAIR AND REASONABLE.
IF YOU ARE DISSATISFIED WITH THE SITE OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

1.12. Assumption of risk

1.12.1. Users assume all risks when using the Site, including without limitation any and all of the risks associated with any online or offline interactions with other Users.

1.13. Indemnification

1.13.1. Users shall indemnify, defend, and hold harmless Owner and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives from and against any and all claims, demands, causes of action, losses, expenses, damages and/or liabilities, including reasonable attorney’s fees and court costs, incurred by Owner in any way related to your (a) acts and/or omissions on or off the Site; (b) violation of any rights of another, including without limitation any alleged infringement of intellectual property or other right of any person or entity relating to the Site; (c) breach of these Terms; (d) disputes with or between other Users; (e) use and/or misuse of the Site, including without limitation any information, content and/or materials thereon; (f) violation of any applicable law or regulation; (g) inaccurate, untimely, incomplete or misleading User information, including without limitation with respect to registration, profile or eligibility; (h) misstatements and/or misrepresentations; (i) use of links to third party websites, including without limitation such websites’ availability, terms of use, privacy policy, information, content, materials, advertising, products and/or services; (j) User information and any acts or omissions with respect to such User information; (k) use of any information in third-party reports; (l) use of third party payment processing services; (m) use of phone support or video conferencing services; and/or (n) use of any services or products or any contracts or arrangements made or provided based on information, content and/or materials obtained on or through the Site. Users must cooperate as requested by Owner in the defense of such claims. Owner reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and you shall not, in any event, settle any claim or matter on behalf of Owner without the written consent of Owner.

 

2. Spire Starter LLC (“Owner”) Responsibilities

2.1. Owner operates an online marketplace which enables users to perform tasks including but not limited to:
2.1.1. Engineer users to: create profiles describing their skills and expertise; get hired for consulting appointment work and paid for work.

2.1.2. HE users to: easily locate experts that fit HE’s requirements; book appointments with and pay the Engineer.

2.1.3. Owner provides services to its users, both the Engineer and HE including but not limited to hosting and maintaining the site, enabling certain project activities and resolving any disputes that may arise in connection with functioning of the Platform.

2.2. HE and Engineers understand that Owner provides a technology Platform that facilitates interactions between users and is not an employer of the Engineers on its network. HE and Engineers further understand that (i) Owner is not a party to and will not have any liability with respect to such interactions, and (ii) the knowledge and opinions of other users are not the Owner’s, and Owner does not endorse or warrant the accuracy of any information provided by any other user. Owner does not supervise, direct or control the Engineers on the Platform. It offers no employment-related benefits, statutory or otherwise. It will not provide Workers’ Compensation Insurance or assume responsibility for withholding and payment of applicable taxes, unemployment insurance, social security, state disability and any other payroll costs typically required for employees.

2.3. Owner handles all billing for Engineers and Owner fees. Owner is not a party to any Non-Disclosure Agreement (NDA) or SOW between HE and Engineer. However, Owner fees include Owner compensation for services provided.

3. Client (“Hiring Entity”, “HE”) Terms

3.1. HIRING ENTITY RESPONSIBILITIES

3.1.1. HE agrees to review profile data of any Engineer on the Spire Starter LLC platform to determine whether such candidate and terms of consultation, including the Engineer’s conferencing software choice, meet the needs of the HE.

3.1.2. HE shall maintain a safe work environment and comply at its expense with all health and safety laws, regulations, and rules imposed by Federal, State and local authorities. HE represents that it has employment policies addressing and providing remedies for sexual harassment, age and other types of discrimination, violations of public policy and denial of due process which govern and have been communicated to the employees with whom the Engineer will be interacting, thereby affording protection to the Engineer.

3.1.3. HE shall maintain customary general liability insurance coverage and any other insurance coverage required for the business in which it operates in an amount sufficient to cover all potential liabilities anticipated by HE.

3.1.3. HE shall respond to any requests made by Engineer to negotiate the terms of an NDA the HE submits for Engineer to sign.

3.2. PAYMENTS and REFUNDS

3.2.1. Payments for individual appointments will be based on the rate set by the Engineer the HE selects and books an appointment with, and are due by HE at the time of booking. Each appointment, whether purchased individually or in a package, include a maximum of 60 minutes of consulting time. Time for one appointment cannot be split between multiple appointments. If the HE terminates an appointment before 60 minutes elapse, unused minutes allotted for that appointment are forfeited. If the HE cancels or does not appear for an appointment, the appointment fees or package code used to book the appointment are forfeited and non-refundable. If the Engineer must, due to unforeseen circumstances, cancel or terminate a call before 60 minutes expire, and if the circumstance is not due to HE’s actions, the Engineer is obliged to make a good faith effort to rebook a new meeting for the remaining time as soon as possible. If the Engineer cancels or terminates a meeting prematurely and the HE believes the Engineer is not making a good faith effort to rebook the appointment, the HE agrees to notify Spire Starter LLC in an email to: oddengineerinc@gmail.com.

3.2.2. Payments for packages of varying dollar amounts worth multiple appointments are due at the time of acquiring the associated package code. Package codes can be redeemed for any bookable Engineer(s) on the platform whose rate is less than or equal to the remaining balance on a package code. Remaining balances on package codes that do not cover a full appointment booking cost can be applied toward the booking with the remaining cost for the appointment due at time of booking. All package codes must be fully redeemed before May 26, 2021, which is the end of the pilot program. After May 26, 2021, codes expire and are non-refundable. Unused dollar amounts remaining on associated codes that expire are forfeited by the HE. Rules regarding appointments terminated before 60 minutes by HE also apply to appointments booked using package codes.

3.2.3. Refunds on individual bookings are only available in the following instances:

3.2.3.1. Refunds are available if Engineer is not able to fulfill an individually-purchased appointment. Refunds do not apply to packages of appointments. In the case an Engineer is not able to fulfill an appointment booked with an appointment code purchased in a package, HE is to contact Owner to request a new code which can be used to book an appointment with a different Engineer.

3.2.3.2. A refund or replacement code will also be issued if an agreement on the terms of an NDA cannot be reached between HE and Engineer.

3.2.3.3. If a refundable instance arises, HE must notify Owner of the situation and request a refund or replacement code in an email to: oddengineerinc@gmail.com

3.2.2. Fees paid to Owner include compensation to the Engineer and to the Owner. Owner fees are detailed in Exhibit A. Owner will be responsible for payment to the Engineer.

3.2.3. Giveaway codes: codes received as a prize from a giveaway can be used for any profile unless otherwise stated. Rules regarding cancelling or terminating appointments before 60 minutes, and reaching agreement on NDA terms apply also to giveaway codes.

3.3. CONFIDENTIALITY

3.3.1. HE understands that Engineer may own pre-existing materials used in the engagement, or may create or develop certain procedures, processes, systems or other similar items which may properly be the subject of certain intellectual property rights, including trade secrets, copyright or patents, claimed by Engineer. It is the responsibility of the HE to reach agreement with Engineer prior to the commencement of the project regarding the rights of HE in any such items and the protection of HE-owned materials and information from unauthorized use or disclosure by Engineer.

3.3.2. HE acknowledges that any breach of Sections 3.3 or 3.4 may cause Owner irreparable harm and that the breach or threatened breach of any such provisions will entitle Owner to injunctive relief or other appropriate equitable relief without the necessity of posting a bond or other security, in addition to any other remedies, at law or in equity, that may be available.

3.4. OWNERSHIP OF WORK PRODUCT AND INVENTIONS

3.4.1. All Work Product other than that which is addressed by section (3.4.1.1.) “Exceptions”, created by Engineer during the course of any Odd Engineer engagement in the context of providing services for HE shall be solely owned by HE and HE shall have the unrestricted free right to use such Work Product for any and all purposes in its sole discretion. Work Product includes all tangible and intangible property, information, inventions, materials, documents, data, deliverables, improvements and discoveries conceived, developed or created in connection with the performance of the Services, including, without limitation, all technical notes, computer models, artwork, literature, methods, processes, software programs, content and photographs.
3.4.1.1. Exceptions: Exceptions to section (3.4.1.) include any and all work product created prior to any Owner project or HE engagement, created for the purpose of being sold Commercially Off the Shelf (COTS).

3.5. WARRANTIES AND REPRESENTATIONS

3.5.1. HE represents that HE is familiar with the laws and guidelines distinguishing independent contractors from employees and that this Agreement and any associated SOWs is strictly independent contractor in nature. HE indemnifies and holds harmless Owner and its agents from any liabilities, penalties, costs or losses associated with any classification of Engineer as an employee of HE for any purpose.

3.5.2. Owner hereby warrants that it will use reasonable commercial efforts to perform its own duties (but not those of HE) in a professional and workmanlike manner. EXCEPT FOR THE PRECEDING WARRANTY, Spire Starter LLC DOES NOT MAKE AND HE DOES NOT RECEIVE ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. OWNER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3.6. LIMITATIONS OF LIABILITY

3.6.1. IN NO EVENT WILL OWNER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS AGREEMENT, WHETHER FORESEEABLE OR NOT, AND EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSSES OF BUSINESS AND/OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER OR FROM ANY CLAIM BY ANY OTHER THIRD PARTY. THE LIABILITY OF OWNER ARISING OUT OF THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL BE LIMITED TO THE VALUE OF SERVICES INVOLVED IN THE CLAIM, MEASURED BY THE SERVICE CHARGE PAID OR PAYABLE THEREOF. THIS SUBSECTION (3.6.1) DOES NOT APPLY TO THE INDEMNITIES CONTAINED IN SUBSECTIONS (3.7.1).

3.7. INDEMNIFICATION

3.7.1. HE and Spire Starter LLC (the “Indemnifying Party” shall defend, indemnify and hold harmless the other (the “Indemnified Party”) from and against any and all losses incurred by them to the extent resulting from or arising out of or in connection with any claims made or suits brought by a third party (“Claim”) against the Indemnified Party arising out of or in connection with one of the Indemnification Parties’: (i) negligence, recklessness or willful misconduct in connection with the Services; or (ii) breach of this Agreement; provided that the foregoing obligations shall not apply to the extent that any particular Claim results from the Indemnified Party’s (A) breach of this Agreement, or (B) negligence, recklessness or willful misconduct.

3.7.2. In connection with the Indemnifying Parties’ indemnification obligations under this Section (9):

3.7.2.1. The Indemnified Party giving prompt written notice to the Indemnifying Party of any Claim under this Section; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent, and only to the extent, that the Indemnifying Party shall have been actually prejudiced as a result of such failure.

3.7.2.2. The Indemnifying Party having the right, but not the obligation, to assume sole control of the defense and/or settlement of the Claim.

3.7.2.3. At the Indemnifying Party’s request and expense, the Indemnified Party cooperating in the investigation and defense of such Claim(s).
3.7.2.4. If the Indemnifying Party assumes the defense of any Claim hereunder, the Indemnified Party shall be entitled to participate in such defense and to retain its own counsel, at its own expense.

3.7.2.5. The Indemnifying Party shall not settle or consent to an adverse judgment in any such Claim that adversely affects the rights or interests of the Indemnified Party or imposes additional obligations on the Indemnified Party, without the prior express written consent of the Indemnified Party.

3.8. TERM AND TERMINATION

3.8.1. This Agreement shall commence on the acceptance date hereof and shall continue until terminated in writing by either party. Projects pending at the time of termination will continue to be governed by the terms of this Agreement notwithstanding its termination.

3.8.2. Termination of any individual project does not constitute termination of this Agreement.

3.8.3. This Agreement or any SOW may be terminated as follows:

3.8.3.1. If within 10 days after an engagement commences, HE feels for any reason that an Engineer is not suited for the engagement, HE may terminate the engagement by written notice to Spire Starter LLC and Engineer, effective immediately. HE is liable for the fees earned by the Engineer for the work actually performed.

3.8.3.2. Within 30 days notice of intent to terminate, for any reason.

3.9. DISPUTES

3.9.1. In the event that either party to this agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret or enforce the terms of this Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees and costs in addition to any other relief to which the prevailing party is entitled.

3.9.2. The parties agree to mediate any claim or dispute arising between them out of this Agreement, before resorting to arbitration or court action. Mediation fees shall be shared equally by both parties. If either party resorts to arbitration or court action without first attempting mediation, then that party shall not be entitled to recover attorney’s fees even if that party would otherwise be entitled to an award of such fees.

3.9.3. Any claim or dispute arising out of this Agreement which cannot be successfully mediated, shall be decided by binding arbitration, per the Commercial Arbitration Rules of the American Arbitration Association. There shall be no right to discovery, except as expressly permitted by AAA rules. BOTH PARTIES UNDERSTAND THAT BY AGREEING TO BINDING ARBITRATION THEY ARE GIVING UP RIGHTS THEY MIGHT POSSESS TO HAVE THEIR CLAIMS OR DISPUTES LITIGATED IN A COURT, INCLUDING A TRIAL BY JURY.

 

 

4. Engineer Terms

When Engineer signs up to become an engineer consultant on the Site, Engineer agrees to abide by these Engineer Terms (“Terms”).

4.1. Engineer is an Independent Contractor. Any use of the Site that results in payment of compensation to Engineer by Owner shall be performed as an independent contractor, and Engineer is not and shall not be deemed to be an employee or agent of Owner or of any other user. Engineer shall not be entitled to any benefits provided by Owner to its employees, and Owner will not make any deductions from any of the payments due to Engineer for tax or social security deduction purposes or similar purposes.

4.2. Right to Display Engineer Information and Engineer’s Company Information

Owner has the right to use biographical info, images, links, logos, etc. submitted by the Engineer and any publicly-available images, links, information. Owner reserves the right to refuse participation to any organization, including nonprofits and schools, at any time in its sole discretion. By using the Services and maintaining a profile Engineer represents and warrants that Engineer:
a.) has the right to enter into and perform this agreement with the Owner including, but not limited to, the consent to use Engineer’s company’s name and/or logo, and
b.) that the information submitted is true, complete and current.

By participating in the Services, Engineer grants Owner worldwide right to:
a.) display Engineer’s listing on the Site;
b.) promote Engineer’s organization as part of the Services online, in print and any other media; and
c.) display Engineer’s company’s trademark, logo, slogans and other source or business identifiers as Engineer provides to Owner for promotion of Engineer’s organization.

Owner grants Engineer a non-exclusive, non-transferable license during Engineer’s participation in the Services to use the Service’s names and logos on Engineer’s site, in print and other media.

4.3. Rate Determination:

Rate is determined wholly by Engineer. Requests by Engineer to change appointment rate can be made at any time by sending an email to oddengineerinc@gmail.com and may take up to 30 days to go into effect.

4.4. Payments:

Each month, upon satisfactory completion of Engineer’s obligations, Engineer will submit an invoice for Services provided for each appointment in the preceding month at the rates in place on the day HE booked the appointment. Each line item of the invoice shall reflect an individual appointment booking’s details including:
a.) the appointment date,
b.) HE name, and
c.) amount billed to Owner (Engineer’s listed rate at time of the appointment minus a 15% service fee).

4.5. Travel, Out-of-Pocket or other Pass-Through Costs or Third-Party Expenses:

It is not expected that any substantial Travel, Out-of-Pocket, other Pass-Through Costs or Third-Party Expenses (“Expenses”) would be incurred as a result of performing any Services. Any such costs are the responsibility of the Engineer to cover in full.

4.6. Other Benefits

During the term of this Agreement, Owner and/or HE shall not be obligated, under any circumstances, to pay for, or keep in effect, any hospitalization, health, life or other insurance for the benefit of Engineer, to pay any employment or similar taxes, to make any tax withholdings or to provide any benefits that Owner or HE provides to its employees. All payroll and employment taxes, insurance and benefits, including, without limitation, any taxes imposed by the Self Employment Contribution Act, any state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements, shall be the sole responsibility of Engineer and Engineer will indemnify and hold Owner and the HE harmless against the claims of any governmental taxing or other authority made in connection with the revenue or income derived by theEngineerunder this Agreement.

4.7. Tax Matters

If Engineer is a U.S. person and Engineer earns $600 or more in a calendar year from Owner, Engineer must complete an IRS form W-9 to be eligible to receive a cash payment because Owner is legally required to report Engineer’s earnings to the IRS using Form 1099-NEC. If during a calendar year Engineer exceeds $600 in earnings from Owner, Owner may request that Engineer complete a W-9 for reporting purposes; if Engineer refuses to complete a W-9 before the end of the applicable calendar year, Engineer will be deemed to have forfeited and waived any payment due to Engineer in excess of $600. As part of legal compliance protocol, Engineer may be required to provide Engineer’s W-9 or similar information prior to being able to obtain any payment from owner, without regard to the amount. If you fail to provide the required information, Owner cannot process your payment. According to the IRS, for federal tax purposes, Engineer is considered a U.S. person if Engineer is: an individual who is a U.S. citizen or U.S. resident alien; a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; an estate (other than a foreign estate); or domestic trust (as defined in Regulations section 301.7701-7). If Engineer is not a U.S. person, to receive a cash payment Engineer must certify that fact to Owner and that Engineer will address any tax implications applicable to Engineer’s situation in your Engineer’s jurisdiction. By requesting payment from Owner as a non-U.S. person, Engineer understands that Engineer is certifying to Owner that Engineer is not a U.S. person and that Engineer will address any tax implications applicable to Engineer’s situation in Engineer’s tax jurisdiction and indemnify Owner against any damages incurred by Engineer’s failure to do so and/or Engineer’s breach of applicable law. Owner does not withhold taxes from any compensation it pays Engineer. Engineer is responsible for paying all required taxes, including income taxes, on Engineer’s earnings from Owner.

4.8. Conduct Expectations of Engineer

4.8.1. Minimum Appointment Availability Requirement
Engineer is expected to allow availability for appointment bookings through the Site of at least 1 hour on 2 different days every week, for a minimum of 2 hours total per week. Occasional exceptions to this minimum are permissible.

4.8.2. Time Obligations

4.8.2.1. Engineer is expected to be on-time for all appointments booked through the Site and allow each appointment to continue for as long as the HE desires, up to a maximum of 60 minutes.

4.8.2.2. If HE terminates an appointment before 60 minutes expire, Engineer will be compensated in full for the appointment.

4.8.2.3. If Engineer terminates an appointment before 60 minutes expire or cancels the appointment, Engineer must make a good faith effort to rebook a new meeting to make up for the remainder for booked time as soon as possible, or forfeit payment.

4.8.2.4. Any Engineer who does not make a good faith effort to abide by the guidelines set forth in these terms and conditions is subject to potential removal from the platform and barring of the ability to offer their services on the platform. In such a case, the $50 flat fee paid by the Engineer for profile listing will not be refunded.

4.9. Fees Incurred During Limited-Time Pilot Version of the Service:

4.9.1. As outlined in Exhibit A, a one-time, $50 sign-up fee paid by the Engineer includes the creation of 1 profile and 1 individual booking calendar to publicly list Engineer on the Site for the remainder of the pilot period.

4.9.2. An additional fee equal to 15% of the Engineer’s stated appointment rate for each appointment fulfilled through the Service must also be paid to Owner. Payment is to be completed by subtracting 15% of each billable appointment in any invoice sent from Engineer to Owner which requests payment for fulfilled appointments.

4.9.3. Any additional transaction fees incurred from Engineer’s preferred payment method are not covered by Owner and payment of these fees are the responsibility of Engineer.

4.10. Confidentiality
4.10.1. During the term of this Agreement, Owner and the HE may disclose Confidential Information belonging to Owner or HE(s) in any format (including but not limited to, written, oral, visual or electronic) to Engineer. “Confidential Information” shall mean: (a) any and all information which provided or disclosed by Owner or HE(s), (b) the terms of this Agreement, (c) all information, reports and other similar documents generated as a result of the performance of the Services, (d) all reports, documents and work product created in connection with the performance of services for HE(s), (e) the nature of such information itself and/or the circumstances of such information’s disclosure reasonably indicates that such information is considered confidential. Any Confidential Information received by Engineer will remain the exclusive property of the applicable HE or Owner. Any such Confidential Information will only be used to perform Services of this Agreement. Engineer agrees not to disclose any Confidential Information to any third party except as needed to perform the Services and only after receiving HE’s written consent and securing appropriate written agreements that will obligate any third party to the same level of care in safeguarding any Confidential Information.
4.10.2. Engineer’s obligation to maintain and to safeguard Confidential Information does not extend to any information that is:
a.) known to the public or subsequently enters the public domain through no breach of this Agreement by the Engineer;
b.) known by Engineer prior to first disclosure and can be confirmed by written records;
c.) disclosed without obligations of confidentiality by any third party, not under a similar obligation of confidentiality; or
d.) required by a regulatory authority, other government agency or court of competent jurisdiction to be disclosed; provided that, to the extent reasonably possible, Engineer agrees to immediately notify HE of any such requests and to permit HE to coordinate the response to the request and, if needed, to seek a protective order to limit the scope of any such disclosure. If Engineer is still required to disclose Confidential Information, the Engineer shall make best efforts to limit any such disclosure to the information needed to comply with the request. Notwithstanding the above, the obligations of confidentiality and non-use under this Section shall continue to apply to such information for other purposes to the extent it is subject to confidential treatment or protective order.
4.10.3. Engineer has the right to ask for adjustments to any confidentiality agreement HE requests the Engineer sign before the appointment. If adjustments cannot be made which are satisfactory to both HE and Engineer, Engineer has the right to decline performing the consultation. No payment for the related appointment will be made to the Engineer in this case. Additionally, either a new appointment code to be used with another Engineer on the Site, or a refund will be issued to the HE to compensate for the related, cancelled appointment.
4.10.4. Upon completion of the Services, the termination of this Agreement, or upon the request of applicable HE and/or Owner, Engineer shall immediately return all of the Confidential Information in Engineer’s possession.
4.10.5. Engineer acknowledges that any breach of Section 4.7 may cause HE and/or Owner irreparable harm and that the breach or threatened breach of any such provisions will entitle HE or Owner to injunctive relief or other appropriate equitable relief without the necessity of posting a bond or other security, in addition to any other remedies, at law or in equity, that may be available.

 

 

Exhibit A: Spire Starter LLC Fees

Spire Starter LLC Fee schedule is as follows:

Charged to Engineer: 15% of each billable appointment + one-time $50 flat fee for profile creation and maintenance over pilot program period.