READI Response Responder Terms of Service
Last updated on December 24th, 2024
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made on the day by and between MAC Innovations, LLC., an Illinois Corporation hereinafter referred to as MAC with its principal office located at 202 South Broadway, Central City, IL 62801 ("MAC") and the Contractor, an individual professional investigator residing ("PI"). The Contractor's professional licenses numbers and copies of the Contractor's state licenses are will be provided to READI. Or the Contractor is employee of professional licensed investigative agency.
INDEPENDENT CONTRACTOR AGREEMENT
RECITALS
WITNESSETH: WHEREAS, MAC is a company involved in the business of providing private investigation services and has developed a mobile application to provide on-demand investigative services from contracted professional/legal investigators ("READI Response”); "You acknowledge and understand that READI Response is not a private investigation agency and does not perform any private investigation services. READI Response is the forwarding platform that enables clients to find, communicate with, and obtain the services of a third party licensed private investigator and their agents. You agree that READI Response is not responsible or liable for any private investigation services provided by you.
WHEREAS, READI Response provides its users access to a network of vetted, licensed professional investigators (the "Network”) to quickly respond to commercial trucking accidents and other risk management related issues in order to gather preliminary investigative information;
WHEREAS, PI desires to be included in the Network to provide contracted investigative and information collection services and MAC desires to engage PI for said services;
WHEREAS, MAC and PI have negotiated the terms of the service contracted for and have agreed to confirm this Agreement upon the terms and conditions herein expressed.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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Term. This Agreement is for an indefinite period of time subject to the following:
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Termination without Cause. This Agreement may be terminated by either party hereto this Agreement for any reason upon ten (10) days' prior written notice to the other of their intent to terminate without cause. Upon delivery of said notice from either party, PI will be paid for any services previously performed and MAC shall immediately remove PI from the Network and PI will not receive any additional alerts through the mobile application.
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Termination with Cause. MAC may terminate this Agreement effective immediately upon giving written notice of termination for cause. MAC will immediately remove PI from the Network. For the purposes of this paragraph "cause” includes, without limitation:
PI fails to provide PI's services in a competent and/or professional manner, as determined in MAC's sole discretion;
Professional misconduct of PI, as determined in MAC's sole discretion;
PI fails to maintain the required licensures to perform the services under this Agreement;
PI materially breaches this Agreement;
Professional negligence by PI, as determined in MAC's sole discretion;
PI engages in an any act exposing MAC to any liability;
PI fails to respond to at least 80% of assignments through the mobile application;
PI commits any act which harms MAC's reputation, standing, or credibility within the communities in which MAC operates, or with MAC's clients, in MAC's sole discretion;
PI commits and/or is arrested for a crime of moral turpitude such as an act of fraud or other crime involving dishonesty or any crime affecting PI licenses, certifications, or is charged with a felony crime;
PI's failure or inability to qualify or continue eligibility for professional liability insurance coverage as described herein this Agreement;
PI impairment, including but not limited to drug or alcohol abuse by PI; or
PI's failure to disclose or misrepresentation of any material fact or circumstance concerning or related to PI's qualifications, background, education, training, credentials, prior job history, conduct or ability to carry out his or her obligations under this Agreement.
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Work to be Performed. Effective upon the date first first above written (the "Effective Date”) MAC shall hire PI to perform certain work and duties associated with professional investigative services and PI shall accept such agreement upon all of the terms and conditions set forth in this Agreement. PI's READI Response application will alert PI of any assignments in PI's geographical area and must accept/decline said assignment. PI shall only be compensated for work and services performed after accepting an assignment through READI Response. Upon acceptance by PI of any assignment through said mobile application, PI shall report in a timely manner in order to gather the required information. Said information shall promptly be inputted directed into READI Response in an accurate, detailed and timely manner. It is the responsibility of PI to control, and MAC has no right to control, the manner and method by which PI provides these services. PI shall comply with all applicable laws and regulations in connection with PI's work. PI expressly warrants to MAC that PI, and any employee of PI used to provide the requested services, has the professional skills and expertise, and required valid licensing to provide the services herein this Agreement. PI agrees to name (MAC) as a third party insured and provide proof of same.
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Work Product. I agrees that all work product created or collected, by PI by performance of services pursuant to this Agreement is the sole property of MAC and PI shall retain no ownership, interest, or rights therein. Work product includes, without limitation to photographs, videos, reports, police reports, statements, notice, written materials, and investigatory analysis, conclusions, and work product.
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Expenses. PI shall be reimbursed for any other incidental expenses, including tolls, parking, hotels, and other like incidentals, in the event MAC is provided with documentation of the expenses and said expenses were incurred directly as a result of PI's accepted assignment. All food and beverage expenses are expressly excluded from reimbursement by MAC unless previously approved.
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Independent Contractor Status. The parties to this Agreement recognize that PI is an independent contractor and not an employee, agent, partner, joint venture, convenantor, or representative of MAC and that MAC will not incur any liability as the result of PI's actions. PI and his employees, representatives, and agents, if any, shall at all times represent and disclose that they are independent contractors.
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Taxes. Payroll taxes, including federal, state and local taxes, shall not be withheld or paid by MAC on behalf of the PI or the employees of the PI, if any. The PI shall not be treated as an employee for federal or state tax purposes with respect to the services performed under this Agreement. The PI shall be responsible to pay all taxes as mandated by law. PI shall also indemnify MAC against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, Social Security and income tax laws, with respect to PI's employees engaged in performance of the contract.
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Benefits. As the PI is not considered in any way an employee of MAC, the PI is not eligible for and shall not participate in any employer benefits of MAC including without limitation to, pension, health or other fringe benefits. It is understood that any amounts MAC pays to PI under this Agreement shall not be considered salary for pension purposes. Further, MAC shall not obtain worker's compensation insurance on behalf of the PI or the employees of the PI, if any. The Contract shall comply with the worker's compensation law.
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No Binding Authority. PI has no authority to enter into contracts on behalf of MAC. This Agreement does not create a partnership between the parties.
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Insurance. PI shall be responsible for obtaining and providing proof of a professional liability insurance policy covering the performance of the Services contemplated under this Agreement, in an amount and form satisfactory to MAC in its sole discretion.
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Compliance with the Laws. The PI represents that it has complied with all federal, state and local laws regarding the performance of his services and has obtained any necessary license or documentation required to carry out the work to be performed under this Agreement. PI represents, warrants that any and all of the work to be performed under this Agreement will comply with all federal, state and local laws and agrees to hold harmless MAC from any potential liability arising from the performance of the services under this Agreement. PI shall indemnify MAC against all liability or loss, and against all claims or actions in connection with the performance of the services herein this Agreement or by conditions created by the same, or based on any violation of any statute, ordinance, or regulation, and the defense of any such claims or actions.
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PI Quality. I represents and warrants that PI has the requisite expertise, ability, and legal right to perform the Services and will perform the Services in an efficient, accurate and professional manner in accordance with the terms of this Agreement. Further, PI represents and warrants that PI will maintain the appropriate licenses to perform the Services and abide by all laws, rules and regulations that apply to the performance of the Services.
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Indemnity. PI and each of PI's employees, representatives, agents, if any will, at all times, indemnify and hold harmless to the fullest extent permitted by law MAC, its corporate affiliates, successors, and assigns and the respective directors, officers, employees, agents, and representatives of each (MAC and all others hereinafter collectively "Indemnitees”) from all "losses and expenses” (as defined below) incurred in connection with any action, suit, proceeding, claim, demand, investigation, or inquiry (formal or informal) or any settlement thereof (whether or not a formal proceeding or action has been instituted) that arises out of or is based upon any of the following:
The infringement, alleged infringement, or any other violation or alleged violation by PI or any of PI's employees, representatives, agents of any patent, mark, or copyright or other proprietary right owned or controlled by third parties.
The violation, breach, or asserted violation or breach by PI or any of PI's employees, representatives, agents of any contract, federal, state, or local law, regulation, ruling, standard, or directive or any industry standard.
The violation or breach by PI or any of PI's employees, representatives, agents of any warranty, representation, agreement, or obligation in this Agreement.
Acts, errors, or omissions of Developer or any of its agents, servants, employees, PIs, partners, affiliates, or representatives.
PI or any of PI's employees, representatives, agents agree to give MAC notice of any such action, suit, proceeding, claim, demand, inquiry, or investigation. At the expense and risk of PI or any of PI's employees, representatives, agents, MAC may elect to assume (but under no circumstance is obligated to undertake), the defense and/or settlement of any such action, suit, proceeding, claims, demand, inquiry, or investigation. Such an undertaking by MAC shall, in no manner or form, diminish the obligation of PI or any of PI's employees, representatives, agents to indemnify MAC and to hold it harmless.
All losses and expenses incurred under this section shall be chargeable to and paid by PI or any of PI's employees, representatives, agents pursuant to its obligations of indemnity under this section regardless of any actions, activity, or defense undertaken by MAC or the subsequent success or failure of such actions, activity, or defense.
As used in this section, the phrase "losses and expenses” shall include, without limitation, all losses, compensatory, exemplary, or punitive damages, fines, charges, costs, expenses, lost profits, attorney's fees, court costs, settlement amounts, judgments, compensation for damages to the MAC's reputation and goodwill, costs of or resulting from delays, financing, costs of advertising material, and media time/space, and costs of changing, substituting, or replacing the same, and any and all expenses of recall, refunds, compensation, public notices, and other such amounts incurred in connection with the matters described.
Indemnitees do not assume any liability whatsoever for acts, errors, or omissions of those with whom PI or any of PI's employees, representatives, agents may contract regardless of the purpose. PI or any of PI's employees, representatives, and agents shall hold harmless and indemnify Indemnitees for all losses and expenses that may arise out of any acts, errors, or omissions of these third parties.
Under no circumstances shall Indemnitees be required or obligated to seek recovery from third parties or otherwise mitigate their losses in order to maintain a claim against PI or any of PI's employees, representatives, agents. PI or any of PI's employees, representatives, and agents agree that the failure to pursue such recovery or mitigate loss will in no way reduce the amounts recoverable by Indemnitees from PI or any of PI's employees, representatives, agents.
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Confidentiality. he parties to this Agreement agree to keep the terms and conditions herein confidential. Further PI recognizes that during the course of contract performance he may acquire knowledge of confidential business information or trade secrets. PI agrees to keep all confidential information in a secure place and further agrees not to publish, communication, divulge, use, or disclose, directly or indirectly, for his own benefit or for the benefit of another, either during or after contract performance, any confidential business information or trade secrets. Upon termination or expiration of this Agreement, PI shall deliver all records, data, information, and other computer media or documents produced or acquired during the performance of this Agreement and all copies thereof to MAC. Such material shall remain the property of MAC.
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Miscellaneous.
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto in respect of the matters set forth herein, and all prior negotiations, writings and understandings relating to the subject matter of this Agreement are merged herein and are superseded and canceled by this Agreement
Amendment and Waiver. This Agreement may be amended, modified, supplemented or changed in whole or in part only by an agreement in writing making specific reference to this Agreement and executed by each of the parties hereto. Any of the terms and conditions of this Agreement may be waived in whole or in part, but only by an agreement in writing making specific reference to this Agreement and executed by the party that is entitled to the benefit thereof. The failure of any party hereto to insist upon strict performance of or compliance with the provisions of this Agreement shall not constitute a waiver of any right of any such party hereunder or prohibit or limit the right of such party to insist upon strict performance or compliance at any other time.
Binding Agreement and Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Assignment. This Agreement and the rights of the parties hereunder may not be assigned, and the obligations of the parties hereunder may not be delegated, in whole or in part, by any party without the prior written consent of the other parties hereto.
No Third Party Beneficiaries. Nothing in this Agreement is intended to confer any rights or remedies upon any person other than the parties hereto.
Notices. Any notice, request, instruction or other document or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed given (a) three (3) days after being deposited in the mail, postage prepaid, certified or registered mail; (b) on the next business day after delivery to a reputable overnight delivery service such as Federal Express; or (c) upon personal delivery if delivered or addressed to the addresses provided herein above in this Agreement or to such other address as any party may hereafter specify by written notice to the other parties hereto.
Further Assurances. The parties hereto shall execute, make, acknowledge and deliver such instruments, agreements and other documents as may be reasonably required to effectuate the purposes of this Agreement and the Collateral Agreements and to consummate the Transactions.
Governing Law. This Agreement shall be construed and enforced in accordance with and shall be governed by the laws of the State of Illinois, without regard to its principles of conflict of laws.
Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or non authorization without invalidating the remaining provisions hereof, or affecting the validity, enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.
Attorney Fees and Expenses. In the event it becomes necessary for either party to employ an attorney to bring suit against the other party for breach of this Agreement or raises this Agreement as a defense in a suit brought by the other party, then the prevailing party is entitled to and the non-prevailing party shall pay all costs and expenses, including reasonable attorney fees and court costs of the prevailing party.
No Joint Venture or Partnership. The parties agree that nothing contained herein is to be construed as making the parties joint venturers or partners.
Waiver. The failure of either party to this Agreement to exercise any of its rights under this Agreement at any time does not constitute a breach of this Agreement and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
Confidentiality of Agreement Terms. The terms of this Agreement and all Exhibits, if any, shall remain confidential between the parties and their respective attorneys, accountants and professional consultants, unless disclosure is required by court order or law.
Counterparts, Facsimile Execution. This Agreement may be executed by the parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart. For purposes of this Agreement, a document or signature page signed and transmitted by facsimile machine or telecopier is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, any facsimile or telecopy document is to be re executed in original form by the parties who executed the facsimile or telecopy document. No party may raise the use of a facsimile machine or telecopier or the fact that any signature was transmitted through the use of a facsimile or telecopier machine as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this Section.
SIGNATURE AND AGREEMENT
Date: January 15th, 2025
By: Independent Contractor or Network Company: Agreement and approval to all details of this agreement are consented to by clicking "Agree and Approve" on the associated page. Date, Time and IP address will be saved and attached to the company or independent contractor that has acknowledged agreement.
MAC Innovations
Attn: Kevin McClain
Email: mcclainpi@gmail.com
As needed hard copies to be mailed to:
MAC Innovations
202 South Broadway
Central City, IL 62801
Agreement and approval to all details of this agreement are consented to by clicking "Agree and Approve" on the associated page. Date, Time and IP address will be saved and attached to the company or independent contractor that has acknowledged agreement.