By accepting an order electronically or by other means, ordermeasurement.com measurement vendor (Vendor) confirms that they have read and agree to the terms of this agreement.
Ordermeasurements.com Vendor Guidelines
ordermeasurements.com (“Company”) is engaged in the business of providing measurement services to various Realtors, Lenders and Individuals throughout the United States, and the Vendor wishes to provide measurement services to the Company as an independent contractor.
Vendor acknowledges and agrees that Vendor’s services are being performed for the benefit of the Company’s clients.
In consideration of the mutual benefits, covenants, and undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties do hereby agree as set forth below.
From time to time Company will submit measurement orders to the Vendor, the terms of which are hereby deemed incorporated into this Agreement, that set forth the measurement services to be provided by Vendor to Company and other related information including the deliverables and timetables (known as the “Services”). Vendor shall use its best efforts to perform the Services in accordance with the terms and conditions of this Agreement. Vendor’s means and methods for performing Services must comply with the terms and conditions of this Agreement (including any applicable measurement orders); however, Vendor shall determine the specific means and methods of performing the Services, provided that Vendor complies with terms of this agreement.
2. DUTIES AND RESPONSIBILITIES OF VENDOR
- Real Estate Appraisers Professional Liability Insurance
Vendor agrees that Vendor will, at all times during the Term of this Agreement, maintain either a blanket policy of Real Estate Appraisers Professional Liability Insurance (Errors and Omissions Liability Coverage) (herein after referred to as “Insurance”), with broad coverage on all Officers, Directors, Employees or other persons actin in any capacity with respect to the measurement services or Insurance for each individual vendor, in each case, on a claims made and aggregate basis, with minimum liability of $300,000.00; and Vendor will, on the Effective Date and on or before each policy renewal date, provide Company with a current certificate of insurance documenting Vendor’s insurance coverage.
Vendor agrees that Vendor will, at all times during the Term of this Agreement maintain its appraiser license and/or certification, and cause its employees to maintain their appraiser license and/or certifications, in all states in which Vendor and its employees are licensed and/or certified to provide appraisal services; and Vendor will, on the Effective Date and on or before each license renewal date, provide Company with a copy of Appraiser’s and its employees’ appraiser(s) license and/or certification which accurately reflects Vendor’s and its employees’ current address. Vendors will notify Company of any and all changes in the status of Appraiser’s License(s) and/or certification (s) during the course of this Agreement. Additionally, membership to local, state and National Association of Realtors is required. All Vendors must have a NRDS (National Realtor Database System) number. NRDS numbers can be found here: https://reg.realtor.org/roreg.nsf/retrieveID?OpenForm
- Company Requirements Performance Standards
Vendor agrees that throughout the Term of this Agreement, Vendor will provide Company with any and all documentation and information including, but not limited to; communication, scheduling and delivery requirements, performance standards, and regulation compliance. Vendor agrees to furnish measurement services which include adhering to ANSI Standard Z765-2013 for measuring residential properties. Vendor also agrees to complete any assignments within an acceptable time period when accepting an assignment from Company. The Vendor retains the right to accept or reject any assignment when offered by company, however, in accepting any assignment the Vendor agrees to completion within the indicated deadline. Vendor understands that only approved ordermeasurement.com Vendors can complete the assignment. Vendor agrees that it will not engage in any illegal activities in connection with this Agreement and performance of the Services and Vendor hereby agrees to hold Company harmless from any damages (including attorney fees) suffered by Company as a result of any illegal activities.
The Vendor agrees and accepts unconditionally all of the conditions of each order. Vendor also fully and unconditionally accepts the fee quoted as payment in full and agrees that it is satisfactory for the work ordered. The Vendor flat fee will be $12.50 per measurement. For example, if a customer orders a $100 measurement from your vendor services, you will pocket $87.50. Vendor further agrees that payment received is fair and reasonable, if Vendor feels any fee is not fair or reasonable, they retain the right to decline the order or ask for a different fee. If Vendor requests a different fee, they should provide an explanation on why different fee is requested.
In order to be paid, Vendor must have the ability to be paid via Pinnacle ACH Services. All payments are made electronically at the end of the business work week. Under no circumstances should there ever be collections at the door as ordermeasurements.com secures payment prior to sending the order to you.
- Ineligibility for Employee Benefits
General Waiver and Release. Vendor acknowledges and agrees that it is not eligible for any Company employee benefits, incentives, bonuses, or compensation (nor for employee benefits or any related or affiliated company) including, but not limited to: holiday, vacation or sick pay, withholding taxes (federal and state), social security, Medicare, unemployment or disability insurance, workers compensation, health and welfare benefits, profit sharing, 401 (k) participation, stock options, stock purchase plans. Vendor hereby waives and releases reclassified by any court or governmental agency to be a common law employee of Company. Vendor acknowledges that it is, and will remain, in compliance with, and be bound by, the worker’s compensation laws of the state in which Vendor conducts its business as an independent contractor and not an employee of Company.
4. INDEPENDENT CONTRACTOR RELATIONSHIP
In accordance with the mutual intentions of the parties, this Agreement establishes an independent contractor relationship as defined by the Internal Revenue Service, and the terms and conditions of this Agreement shall be interpreted in a manner consistent with the parties’ intentions. The parties do not intend to create an employer-employee relationship between Vendor and Company (or any related or affiliated company) and nothing in this Agreement shall be construed to create that type of relationship between parties.
Neither the Vendor, nor its personnel, shall have the right or authority to make any contract, agreement, or commitment in the name of, or for the account of Company, or to make any representation or warranty, expressed or implied, on behalf of Company. The Vendor agrees not to hold itself out to others as possessing such authority, and will, at all times, hold itself out as an independent contractor of Company. Vendor will indemnify and hold harmless Company for all damages, costs, and expenses, including attorney fees, incurred by Company as a result of a breach of this Section.
5. REPRESENTATIONS, WARRANTIES, AND COVENANTS
Vendor represents, warrants, covenants and agrees as of the Effective Date and throughout the Term of this Agreement, that:
- All services rendered pursuant to this Agreement shall be performed by the approved Vendor. Vendor shall not subcontract, assign or delegate any of the Service to be performed under this agreement to any other entity, person or sub-contractor;
- All services performed under this Agreement shall be performed in a professional, thorough, workmanlike and ethical manner in accordance with the highest standards within Vendor’s industry, including without limitation, adhering to ANSI Z765-2013 standards when measuring residential properties.
- There are no actions or proceedings against, or investigations of, the Vendor before any court, administrative agency or other tribunal (i) that might prohibit its entering into this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or (iii) that might prohibit or materially and adversely affect the performance by the Vendor of its obligations under, or the validity or enforceability of, this Agreement;
- Vendor has full power and authority to enter into this Agreement and to provide the Services to Company;
- Vendor is not bound by any other agreement, whether written or oral, which would preclude it from entering into this Agreement and/or performing the Services;
- Vendor bears the responsibility for all actions of its employees and the content and quality of each report submitted to Company. If, at any time, Company suspects Vendor is engaging in fraudulent acts, Vendor may be subject to immediate suspension of its approved status, civil action, loss of Vendor’s license/certification or other action by regulatory agencies;
- Vendor will decline any assignment that he/she deems outside of their competency;
6. GENERAL INDEMNITY
Vendor agrees to indemnify, defend, save and hold harmless Company from and against any and all liability, claims, damages, penalties, losses, fines, judgments, suits, decrees, costs and expenses, including reasonable attorney fees and any other costs, fees and expense that Company may sustain in any way related to or resulting from: any act, or failure to act, or any breach of this agreement, that is deemed to be at the fault of the Vendor or a Vendor’s employee or agent working on behalf of the vendor. This General indemnity may not apply in any state, if under the circumstances, that specific state deems it illegal.
This Agreement will commence on the Effective Date and will be effective for an indefinite term, unless otherwise terminated by either party.
8. NO ASSIGNMENT
All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement, as the rights and obligations hereunder, may not be assigned or delegated to any other person or entity by Vendor without the express written consent of Company. Any permitted assignee must be capable of assuming and agree to assume all of Contractor’s obligations under this Agreement, provided that in no event shall any assignment relieve Vendor of any of its obligations hereunder. Company may assign this Agreement. Except as otherwise expressly provided herein, nothing herein is intended to confer upon any person, other than the parties and their respective successors and permitted assigns, any rights or remedies whatsoever.
9. LATE, INCOMPLETE, OR DISQUALIFIED REPORTS
Vendor will be notified of the due date for any assignment. If the report is not submitted by the due date, Company reserves the right to cancel the assignment with the Vendor, and Vendor will not be eligible to collect the fee for the past due assignment since Company will use that fee to retain another Vendor to complete the assignment.
10. GOVERNING LAW AND JURISDICTION
This Agreement shall be construed, interpreted, and the rights of the parties determined in accordance with the laws of the state of Tennessee. The parties hereby consent to the exclusive jurisdiction and venue of the courts of Knox County, Tennessee, for all purposes hereunder. Vendor waives, to the fullest extent possible, the defense of inconvenient forum. The parties further agree that a final judgment in any such action shall be conclusive and may be enforced in other jurisdiction by suit on the judgment or in any other manner provided by law.
If Vendor brings a claim against Company based on the services rendered, Vendor is limited to seeking damages in the amount of the Initial fees agreed upon for the services.
12. REVISIONS OR CORRECTIONS
If any revisions or corrections are needed to be applied to Vendor’s completed work, which are requested by Company, or Company clients, Vendor agrees to make these revisions if the revision is within an industry standard.
13. ATTORNEY FEES
If any claim is brought by Vendor against Company, and Vendor’s claim is not victorious, Vendor agrees to pay any expense incurred by Company in defending the invalid claim, including but not limited to, Attorney fees, court costs, or any other fee associated with the claim and litigation.
14. COUNTERPARTS, CAPTIONS, AND USE OF PRONOUNS
This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile signature herein shall be given the same force and effect as an original signature. The captions inserted herein are inserted only as a matter of convenience and in no way define, limit, construe, affect or describe the scope or intent of this Agreement. Wherever the singular is used, the same shall include the plural, and the masculine gender shall include the feminine and neutral genders and vice versa, whenever the context so requires.
If any provision of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and every provision of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law.