INDEPENDENT CONTRACTOR AGREEMENT

Last Modified: 12/31/2019
BY CLICKING "I AGREE," YOU HEREBY AGREE TO THE TERMS SET FORTH IN THIS INDEPENDENT CONTRACTOR AGREEMENT. PLEASE REVIEW THIS AGREEMENT CAREFULLY, AS IT IS LEGALLY BINDING UPON YOU. BY ACCEPTING THIS AGREEMENT, YOU ARE CONFIRMING THAT YOU ARE AT LEAST 18 YEARS OLD, ARE ABLE TO FORM A BINDING CONTRACT, AND ARE ELIGIBLE TO WORK IN THE UNITED STATES OF AMERICA.

This Independent Contractor Agreement (this "Agreement") is made by and between you ("Contractor" or "You/Your") and Velocity REOS, Inc., DBA Velocity Field Services, DBA BPO Photosets.com ("Velocity","Company", "we", "us", "our" ), a Florida corporation with a mailing address of P.O. Box 110425, Lakewood Ranch, FL 34211.

Term. This Agreement shall become effective on the date it is accepted by You. It will remain in place unless terminated sooner pursuant to the termination provisions of this Agreement.

Contractor Services. Contractor will provide services in the following manner:

1. Receipt of Offers. Available jobs, or "Offers", will be detailed on Velocity’s Job Selections page, which can be accessed by You at any given time. Offers will cover various types of services, provide requested delivery/completion schedules, and other details concerning the available work as provided to Velocity by Customers.
2. Availability. If Your status is set to "available" in the "Home Page" section of Your Velocity account homepage, You will be notified by email of Offers that become available in your area. If You would like to stop receiving Offers at any time, You must set Your account to "unavailable."
3. Offer Acceptance. Once provided an Offer via email, You will have three (3) hours to accept or decline the Offer between the hours of 8 am and 6 pm in Your time zone. Extra time will be allotted for those Offers communicated outside working hours. Please note, Company cannot guarantee the reliability of your phone carrier, therefore, Velocity recommends Offers be accepted through your account on your computer or from its mobile-friendly Mobile App. Velocity is not responsible for failing to receive an Offer acceptance. Once the timeframe has expired, the Offer will be sent to another Contractor.
4. Offer Types. Offers and all requirements regarding performance specifications are available on Your "Open Orders Summary" tab of Your Velocity account homepage. Some examples of services requested in Offers include, but are not necessarily limited to:
   
   a. Photography services of interior and exterior photography of real property, boats, automobiles, vessels and aircraft ("Photo Sets"). Interior Photo Sets of a home should generally consist of approximately 30 photos to include air handlers (not expected if in attic or on roof), furnace/boiler, electrical panel open, water heater, central air conditions, all kitchen appliances, the back of the building, the back yard, 1-2 photograph(s) of each room with wide angle view that shows as much of the room as possible and obvious damage, such as large holes in wall, large carpet stains, and exposed wires, are clearly visible. Exterior orders will clearly list all photo requirements.
   
   b. Other services including occupancy checks, lockbox installation or removal, inspections and other.
   
   
5. Timelines for Providing Services. Once You have accepted an Offer sent to you via email, the Offer becomes an "Order." You agree to complete all Orders within the delivery time stated in the initial Offer provided to you. The majority of Orders require completion within 30 hours or less. However, this may vary, according to the terms of the original Offer. Failure to submit the Order in the time stated, failure to follow the Order requirements as stated, or delivering incomplete services shall deem the entire Order incomplete, and You shall not receive payment for such incomplete Orders. Velocity reserves the right to reassign all incomplete Orders as Offers to other Contractors for completion.
6. Compensation. In consideration for the above described services, completed according to the terms and conditions of this Agreement and Velocity’s web site terms and conditions , Velocity agrees to compensate you the amount posted in the Offer. You will be paid by one of the following methods: PayPal or check payment sent via United States Postal Service (USPS) to the address provided by Contractor. If the Offer is a "rush order," a standard "rush" fee will be added to your payment, which shall be at the sole discretion of the Company. Velocity reserves the right to withhold payment for any photo sets that do not meet our standards, as set forth in our web site and in the Company’s terms and conditions. This may include, but is not limited to, photos that are blurry, contain photography taken at night or in poor lighting, incomplete Photo Sets or Photo Sets delivered late.



a. Payments. Check payments are issued on the first and third Friday of each month. Amounts of $28.00 or higher are issued on the first Friday of the month, and amounts of $27.99 or less are issued on the first Friday of the following month. Although checks are issued on Fridays, they are not posted to USPS until the following Monday. Velocity cannot be responsible for mail once it is in the hands of the USPS. It is our experience that check payment delivery is much slower than PayPal, and 3 in 100 checks are lost in the mail. If you have not received your check after 30 days please notify us through the message center. We issue replacement checks if you have not received your check after 30 days.

b. PayPal payments in the amount of $28.00 or higher will be issued on each Friday. Payments less than $28.00 will be issued on the first Friday of the month of the following month.

c. To receive payment for completed Orders, all Orders must be uploaded no later than Fridays before 12 PM Eastern Standard Time. Payments will be made in U.S. dollars.

Employment Status. It is agreed that Contractor will provide the described services to Velocity pursuant to the terms and conditions contained in this Agreement. Contractor acknowledges and agrees that services performed shall be rendered as an independent contractor, and Contractor shall at all times retain complete supervision, direction and control over the matter, means and details of the performance of services subject to the general instructions received from Velocity. Contractor does not provide, and is not required by this Agreement to provide services exclusively to Velocity. You shall have no claim against Velocity for any employee benefits, including but not limited to vacation pay, sick leave, retirement benefits, social security, workers compensation, health, disability benefits, or unemployment. This Agreement does not constitute a partnership, joint venture or other joint enterprise between you and Velocity.

Taxes. Velocity will not withhold any federal, state, local or other taxes for Contractor. Throughout the term of this Agreement, you will provide Velocity with any forms, documents or other certifications as may be required by Velocity to satisfy any information reporting or withholding obligations with respect to any payments under this agreement.

Tools and Instruments. Contractor is responsible for supplying all tools and equipment required to perform any services under this Agreement. The Contractor shall obtain, at the Contractor’s sole cost and expense, all licenses, permits or business registrations necessary to provide the services described above.

Indemnity. You agree that you are paid as an Independent Contractor and will not present, allege, or claim to third persons that you are an employee of Velocity. You agree to indemnify, defend, and hold Velocity harmless for any liability arising out of this Agreement or out of any negligent or intentional acts or omissions, including but not limited to, personal injury, property damage, trespass, harassment, or other intentional torturous acts. You further agree to indemnify, defend, and hold Velocity harmless from any third-party claims concerning any disputes relating to intellectual property ownership of any materials furnished to Velocity for completion of Order or Offers.

Insurance. Contractor agrees to procure and maintain at its own expense any applicable insurance policies required to perform the Services contemplated in this Agreement. Insurance may include, but is not necessarily limited to the following: Commercial General Liability Insurance, Workers’ Compensation, and Automobile Liability Insurance.

Assignment. You may not assign your rights or obligations under this Agreement without Velocity’s express and written consent.

Additional Terms

Confidential Information. The property owners contracted with Velocity to provide services or "Customer/s" are treated as protected, confidential information only disclosed to You for the purposes of performing services. As such, Velocity is responsible for managing all communication with Customers regarding referrals and compensation. You agree that you will not communicate directly with any Customers for the purposes of arranging financial compensation, direct hire, or accepting referrals from any Customers.Any such violation shall result in immediate termination of this Agreement and Your ability to accept Offers.

You must ensure that all information you provide in connection with establishing your account with Velocity is up to date as long as you continue to provide services to Velocity. You will not use false identities or impersonate any other person. You also consent to the Company sending you emails related to Velocity and Velocity services from time to time.

Velocity reserves the right to use photography submitted for purposes of marketing and promoting Velocity services.

Copyright Assignment. Contractor hereby irrevocably assigns to Velocity in perpetuity, the Contractor’s worldwide rights, title, and interest in and to any photographs, video, or other materials created for Customers in connection with Offers or Orders ("Work"), and all intellectual property and proprietary rights therein, including all copyrights, moral rights, contract and licensing rights, pertaining to the Work, together with any preexisting, current, and future claims, demands, and/or causes of action relating to the use, ownership, and/or infringement of the work.

Non-Disclosure. You will not, without Velocity’s express written consent, disclose (unless required by law) any of Velocity’s confidential and or proprietary information, to include but not limited to information related to our business and finances, including methods, technologies, marketing and promotional activities, clients, Customers, future business plans and models, regardless of whether such information is designated as "Confidential Information" at the time of its disclosure. All client information shall be protected from disclosure. Lockbox and gate codes are highly confidential and must not be disclosed to anyone, for any reason, whatsoever.

Waiver and Sever ability. No waiver by the Company of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Customer Agreement shall not constitute a waiver of such right or provision.

If any provision of this Customer Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions will continue in full force and effect.

Governing Law and Jurisdiction. All matters relating to this Agreement or Web site Terms and Conditions , and any dispute or claim arising there from or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms and Conditions, the Web site, shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in the County of Manatee, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your county of residence or any other relevant county. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts, subject to the mediation and arbitration provisions below.

Alternative Dispute Resolution

1. Covenant to Mediate. Prior to filing a lawsuit, Contractor hereby agrees to first try and mediate all claims, disputes, or controversies (collectively referred to as "dispute(s)") arising out of or relating to this Agreement or the breach thereof. It is agreed that mediation shall be conducted by a mediator mutually agreed upon by Velocity and Contractor, prior to commencement of an action or arbitration of any dispute, and shall be administered by the Boca Raton, Florida office of the Judicial Arbitration and Mediation Services ("JAMS") to be conducted in accordance with its commercial arbitration rules. The costs shall be borne equally between Velocity and You. Any medication arising under this Agreement is to be considered settlement negotiations for the purpose of all state and federal rules protecting disclosures made during such conferences from later discovery or use in evidence at arbitration or trial.
2. Arbitration. If the Parties have been unable to resolve any claim, controversy, difference, demand or cause of action relating to or arising out of this Customer Agreement through the mediation as provided by subparagraph (a), either Party may submit the matter to arbitration. The arbitration shall be administered by JAMS in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The cost of the arbitration is to be borne by the Parties as the arbitrator directs.

Class Action Waiver. Contractor agrees that all claims pursued against Velocity will be on an individual basis. To that end, Contractor hereby waives their right to commence, to become a party to, or to remain a participant in, any group, representative, class, collective, or hybrid class/collective action in any court, arbitration proceeding, or any other forum against Velocity. Contractor agrees that any claim by or against Velocity shall be heard in arbitration without joinder of parties or consolidation of such claim with any other person or entity’s claim, except as otherwise agreed to in writing between Velocity and Contractor.

Enforcement of Covenant to Mediate/Arbitrate. This paragraph, including the provision for mandatory mediation, is deemed an arbitration clause for the purpose of enforcing compliance therewith. Any Party may seek compliance with the provision by petition to any Florida court of general jurisdiction. The prevailing Party in any proceeding to enforce these clauses is entitled to the court’s order for payment of attorneys’ fees and costs in connection with the proceeding.

Entire Agreement. This Agreement coupled with the Terms and Conditions constitutes the sole and entire agreement between you and Velocity REOs, Inc. regarding the services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the services.

Contact Information

Velocity REOs, Inc.
P.O. Box 110425
Lakewood Ranch, FL 34211