WELCOME TO PICTURE THAT PLACE
| Digital Photographer |
welcome to:
| PICTURE THAT PLACE |
| Country Cabin for rent |
| Insurance Renewal |
| Bed and Breakfast |
If you are a photographer join PictureThatPlace and earn extra cash with your digital
camera.
There is no charge and it will only take a few minutes to set up.
Learn more about becoming a PictureThatPlace photographer before you register.
camera.
There is no charge and it will only take a few minutes to set up.
Learn more about becoming a PictureThatPlace photographer before you register.
Terms of Service: Photographers
Welcome to the PictureThatPlace web site, provided by PictureThatPlace.com. The following are the
Terms and Conditions of Use (Agreement) of the PictureThatPlace service. Please read them
carefully. The service is provided to registered Service Providers (photographers) under the terms and
conditions of this agreement.
By completing the registration process as a Service Provider, You agree to be legally bound by all of
the terms and conditions of this Agreement, including any modifications to this Agreement, as well as
other terms of use governing the PictureThatPlace Web site, including PictureThatPlace Terms of
Service for Buyers and General Users and its Privacy Policy. If you do not agree with any of the terms
and conditions set forth in this Agreement, do not complete the Registration form.
Description of Services
A. The purpose of PictureThatPlace is to facilitate the rapid delivery of photographic images between
businesses or individuals that need to view various kinds of real and personal property (Buyer) at a
specific address (Property Location) and businesses or individuals who are willing to provide
on-location photo services (You, Seller, Contractor, Service Provider or Photographer).
PictureThatPlace connects Buyers and Sellers of on-location photo services by providing and
exclusive Directory of Photo Service Providers (Directory).
By assisting Sellers in finding Buyers in need of Services, PictureThatPlace is considered the "Official
Finder" for each project accepted through the site, and charges transaction fees for providing this
Service. All applicable transaction fees are included in prices quoted for all services.
B. Seller and employees of Seller are qualified and experienced in providing the above described
services and Seller is desirous of being included as a Service Provider in the Directory.
Now, therefore, in consideration of the mutual promises and covenants set forth herein, it is agreed by
and between PictureThatPlace and Service Provider as follows:
SCOPE OF SERVICES
What We Agree to Do
PictureThatPlace agrees to include Seller in the Directory of Service Providers shown to Buyers for
Property Locations within the set of Zip Codes where the Seller offers to provide Services.
PictureThatPlace retains the right to limit the number of Service Providers available in any Zip Code
and therefore cannot guarantee that any or all of the Zip Codes in which Service Provider wishes to
offer services will be available.
Unless stated otherwise, terms of payment to Service Provider for services rendered shall be
governed by Fees offered by PictureThatPlace.com upon completing this Registration process.
WHAT YOU AGREE TO DO
By completing this Service Agreement, Seller agrees to perform services upon receipt of an Order from
a Buyer. Each Order to be performed by Service Provider is separate, the terms and conditions of
which shall be governed by this Agreement. Each Order shall (1) describe the location and services to
be performed in completing the Order, (2) state the beginning date of the Order, (3) state a fixed or
estimated completion date for the Order.
Service Provider will determine the method, details, and means of performing services requested on
each Order. PictureThatPlace shall have no right to, and shall not, control the manner or determine
the method of accomplishing the Orders.
PictureThatPlace shall have no authority with respect to the employment relationship between Service
Provider and Service Provider's employees, including but not limited to hiring, firing, disciplining,
directing, supervising, setting wages and working conditions, and/or adjusting grievances.
PictureThatPlace may not control, direct, or supervise Service Provider's employees in the
performance of services hereunder.
Service Provider warrants that its employees and agents shall: (1) at all times deal with the Buyer and
the Buyer's customers and prospective customers in a respectful, courteous, professional manner; (2)
Refer favorably to the Buyer and Buyer's customers in all written and oral communications; and (3)
comply with all federal, state and local laws, regulations, and ordinances in performing the services
specified in this agreement.
Service Provider assumes full and sole responsibility for the payment of all compensation and
expenses of its employees and agents and for all state and federal income tax, unemployment
insurance, social security, disability insurance and other applicable withholdings for its employees
and agents. Service Provider will indemnify, hold harmless, and defend PictureThatPlace from all
damages, expenses (including attorney's fees), and other costs or liabilities resulting directly or
indirectly from Service Provider's actual or claimed failure to perform any of the obligations contained
in this paragraph which Service Provider by executing this agreement has agreed to assume. In the
event that the performance of services hereunder by any employee or agent of Service Provider is
unacceptable to Buyer, Service Provider agrees to promptly substitute that employee or agent with
another employee or agent acceptable to Buyer.
Nonexclusive Services
Nothing in this Agreement shall be interpreted to prevent or preclude Service Provider or the
employees or agents of Service Provider from rendering services to any other person or entity as
Service Provider in its sole discretion sees fit, provided such services do not materially interfere with
services to be performed for PictureThatPlace or violate the confidentiality provisions listed elsewhere
in this Agreement.
Timely Performance
Although PictureThatPlace shall have no control over the manner and means of Service Provider
performing the services rendered hereunder, including, without limitation, the hours or periods of time
devoted to completion of the work, Service Provider acknowledges that the services to be provided
hereunder must be completed in a timely manner and that a failure to complete the anticipated
services could result in financial loss to Buyer. Service Provider shall diligently complete Order
hereunder in accordance with the completion date agreed upon between Service Provider and Buyer.
Place of Work
No permanent office will be provided to Service Provider, and Service Provider shall be responsible for
maintaining offices elsewhere and managing Service Provider's Orders according to Service
Provider's own desires and schedules.
Term of Agreement
This Agreement will become effective upon acceptance by Seller and will continue in effect until
terminated by either party. Nothing herein shall be construed as requiring PictureThatPlace to offer, or
Service Provider to accept, any additional Orders.
Payment for Services
Upon completion of each Order, an Invoice will be sent to Buyer, and the total fee for services rendered
will be charged to the Buyer's Paypal. The fee for services will include the Service Provider's fee and all
transaction charges due PictureThatPlace. PictureThatPlace will remit fees to Service Provider within
30 days by Paypal. Payments to Service Provider shall not be deemed an acceptance or waiver of any
defect in the services rendered by Service Provider.
Responsibility for Expenses
PictureThatPlace shall not be responsible for any expenses incurred by Service Provider or Service
Provider's employees or agents in performing Orders under this agreement. All actual expenses
incident to Service Provider's performance of Orders under this Agreement shall be borne by Service
Provider, including, but not limited to, (1) automobile and other travel; (2) entertainment and promotion;
(3) education courses and materials; (4) insurance; and (5) all compensation paid to any employees
or agents of Service Provider.
Character of Relationship
The parties intend that the relationship of Service Provider to PictureThatPlace be that of an
independent contractor and not that of an employee, agent, joint venture, or partner of
PictureThatPlace. Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between PictureThatPlace and Service
Provider or any agent or employee of Service Provider.
No Benefits
Neither Service Provider nor Service Provider's employees or agents are eligible to participate in any
employee benefit programs, including, but not limited to, workers compensation, medical insurance,
long-term disability, life insurance, pension plans, 401(k) plans, vacation or sick pay, or any similar
benefit or plan now or hereinafter offered to PictureThatPlace's employees.
Security of Stored Data and Files
PicturethatPlace will endeavor to restrict access to the data and files Service Provider stores or
retrieves from Service Provider's Account to persons accessing such data.. However, no
password-protected system of data storage and retrieval can be made entirely impenetrable.
Accordingly, Service Provider hereby acknowledges that it may be possible for an unauthorized third
party to access, view, copy, modify and distribute the data and files Service Provider stores in Service
Provider's Account.
Service Provider understands and agrees that the images Service Provider furnishes are the property
of PictureThatPlace, and that PictureThatPlace may archive, destroy, or resell any image at any time
without Service Provider's consent.
Service Provider's Responsibility
Service Provider shall be entirely and solely responsible for Service Provider's acts and the acts of
Service Provider's employees and agents while engaged in the performance of services hereunder.
Service Provider shall indemnify, hold harmless, and defend PictureThatPlace from any loss or liability
(including attorney's fees) arising from such acts.
OBLIGATIONS OF SERVICE PROVIDER
Internet Access and E-mail Address
Service Provider understands and agrees that the services offered cannot be performed without
Internet access and e-mail. Therefore, Service Provider will, at Service Provider's own cost and
expense, have Internet access available at all times and provide an e-mail address for contact with
Service Provider. Service Provider may change or substitute a new e-mail address at any time and
Service Provider is solely responsible for ensuring that the e-mail address associated with their
Account is valid and that they are able to receive e-mail from PictureThatPlace. Service Provider
understands that failure to maintain a valid e-mail address shall be construed as a material breach of
this Agreement.
Registration Information
Service Provider will promptly notify PictureThatPlace of any change in the information Service Provider
furnishes on Service Provider's registration form during Service Provider's registration for the Service
(including, without limitation, any change in Service Provider's mailing address, telephone numbers or
e-mail address).
Account and Password
Service Provider is entirely responsible for any and all activities that occur under Service Provider's
Account and Password, whether or not such use was authorized by Service Provider. Service Provider
will notify PictureThatPlace of any unauthorized use or other breach in security of Service Provider's
Account immediately after Service Provider learns of the same.
Transportation and Equipment Used by Service Provider
Service Provider will, at Service Provider's own cost and expense, supply all transportation, tools, and
other personal property necessary or appropriate to perform Orders under this Agreement. Service
Provider shall not be required to purchase or rent any equipment or services from PictureThatPlace,
nor shall PictureThatPlace supply same for use of Service Provider.
Workers Compensation
Service Provider agrees to provide workers compensation insurance for employees of Service
Provider; Service Provider agrees to hold harmless, indemnify and defend PictureThatPlace for any
and all claims (including attorney's fees) arising out of any injury, disability, or death of Service
Provider's employees or agents.
Indemnification from Liability
Service Provider shall indemnify, hold harmless, and defend PictureThatPlace against any and all
liability imposed or claimed, including attorney's fees and other legal expenses, arising directly or
indirectly from any act or failure of Service Provider's employees or agents, including all claims relating
to the injury or death of any person, or damage to any property, directly or indirectly resulting from, or
connected with, Orders performed pursuant to this Agreement.
Compliance with Applicable Laws
Service Provider shall be responsible for compliance with all applicable federal, state and municipal
laws, statutes, and ordinances that may apply to Service Provider's performance of Orders under this
Agreement. Further, Service Provider shall indemnify, hold harmless, and defend PictureThatPlace
from any and all liability it may incur due to Service Provider's failure to abide by any applicable law,
statute, ordinance, or regulation.
Automobile Insurance
Service Provider agrees to acquire and maintain in force a policy of insurance covering Service
Provider for Bodily Injury and Property Damage arising out of the operation of any and all owned and
non-owned automobiles which may be used by Service Provider or Service Provider's employees or
agents in connection with Orders performed hereunder. Insurance shall be purchased from a
reputable insurance company duly licensed in the State where the Services are to be performed.
Service Provider agrees to provide Proof of Insurance to PictureThatPlace upon request.
OBLIGATIONS OF PictureThatPlace
Cooperation of PictureThatPlace
PictureThatPlace agrees to provide access to all information reasonably necessary to the
performance of Service Provider's duties under this Agreement.
Tax Reporting
PictureThatPlace shall issue a Form 1099 to Service Provider based upon the information furnished
by Service Provider in the signature section of this Agreement.
Collection of Fees
PictureThatPlace agrees to handle all billing related to the performance of each Order. Upon
completion of each Order, an Invoice will be sent to Buyer, and the total fee for services will be charged
to the Buyer's Paypal. The fee for services will include the Service Provider's fee and all transaction
charges due PictureThatPlace. PictureThatPlace will remit fees to Service Provider within 30 days by
Paypal.
CONFIDENTIALITY
Definition of Proprietary Information
For the purposes of this Article, "Proprietary Information" means all confidential information and
documents about PictureThatPlace, or its customers, including: (1) any customer or potential
customer list or similar non-public information with respect to persons sharing a business
relationship with PictureThatPlace; (2) any information describing the manner in which
PictureThatPlace conducts its business operations; (3) any information or forms provided to Service
Provider for the purpose of completing any Order.
Duty of Non-Disclosure
Service Provider's performance under this Agreement necessarily involves access to certain
proprietary and/or confidential information pertaining to the business of PictureThatPlace and
customers of PictureThatPlace. Service Provider and its employees and agents will treat all such
information and documents which come to their attention in performing services hereunder or which
they acquire from PictureThatPlace as strictly confidential. They will not disclose this information or
documents to any third party and will not use such information or documents, except as is necessary
for the performance of the service called for in this Agreement. Service Provider further agrees to take
such steps as are necessary to insure that its employees and agents preserve the confidentiality of
the information, lists or documents.
Breach Upon Disclosure
The parties agree that such confidential information is an important, material and proprietary asset
which effects the successful conduct of PictureThatPlace's business, and its good will, and that a
breach of any provision of this Article is a material breach of this Agreement.
Equitable Relief
Service Provider acknowledges that the obligations undertaken by Service Provider's employees and
agents in this Article are of particular value to PictureThatPlace, and that PictureThatPlace cannot be
reasonably or adequately compensated in damages in an action at law in the event Service Provider
breaches such obligations. Service Provider therefore expressly agrees that, in addition to any other
rights or remedies which PictureThatPlace may possess, PictureThatPlace shall be entitled to
injunctive and other equitable relief in the form of preliminary and permanent injunctions without bond
or other security in the event of any actual or threatened breach of said obligations by Service Provider.
FEDERAL AND STATE TAXES
PictureThatPlace's Non-Responsibility
As Seller is performing services as an Independent Service Provider, PictureThatPlace shall have no
responsibility for payment and/or reporting of taxes and contributions relating to the status of an
"employee". Specifically, PictureThatPlace will not withhold FICA (Social Security) from Service
Provider's payments; will not make state or federal unemployment insurance contributions on behalf
of Service Provider; will not withhold state or federal income tax from payments to Service Provider; will
not make disability insurance contributions on behalf of Service Provider; and will not obtain workers
compensation insurance on behalf of Service Provider.
Service Provider's Responsibility
Service Provider shall be responsible for payment of all federal, state and local taxes with respect to
amounts received for services hereunder. Service Provider shall file all tax returns that may be
required by any and all federal, state or local laws in connection with the payments to Service Provider
hereunder.
Duty of Cooperation
In the event of an audit by any federal, state, or local tax agency, Service Provider shall furnish to
PictureThatPlace copies of income tax returns documenting that payments hereunder made by
PictureThatPlace to Service Provider were properly reported on Service Provider's federal, state and
local tax returns; and Service Provider shall execute any documentation requested by such agencies
for that purpose.
BREACH OF AGREEMENT
Breach by PictureThatPlace
Should PictureThatPlace materially default in the performance of this Agreement, or materially breach
any of its provisions, Service Provider, at the Service Provider's option, may suspend further
performance under this Agreement by giving written notice to PictureThatPlace. The suspension of
further performance by the Service Provider upon the breach of this Agreement by PictureThatPlace
shall in no way prejudice the Service Provider's right to bring a law suit for damages for that breach.
With Service Provider's written notice to PictureThatPlace of suspension of further performance,
Service Provider shall: (1) immediately delete any outstanding Orders which are in Service Provider's
possession at the time of suspension, or which may come into possession of Service Provider
thereafter, and (2) destroy any proprietary information belonging to PictureThatPlace in Service
Provider's possession.
Breach by Service Provider
Should Service Provider materially default in the performance of this Agreement or materially breach
any of its provisions, PictureThatPlace at PictureThatPlace's option, may suspend further performance
under this Agreement at any time, by giving written notice to Service Provider. The occurrence of the
following events shall be automatically deemed to be a material default by the Service Provider:
(1) the conviction of Service Provider by a court of competent jurisdiction (and as to which no further
appeal can be taken) of a felony involving any violent, financial, or business-related crimes, or of a
felony or misdemeanor involving moral turpitude;
(2) the commission by Service Provider of an act of fraud upon PictureThatPlace; which shall include
the failure to disclose licensing of Service Provider to transact insurance as an agent, broker or
solicitor by any duly recognized federal or state agency or department;
(3) the disclosure by Service Provider of any confidential or proprietary information of PictureThatPlace
in violation of this Agreement;
(4) the bankruptcy or insolvency of Service Provider.
Upon receipt by Service Provider of written notice by PictureThatPlace of suspension of further
performance, Service Provider shall (1) immediately delete any outstanding Orders which are in
Service Provider's possession at the time of suspension, or which may come into possession of
Service Provider thereafter, and (2) destroy any proprietary information belonging to PictureThatPlace
in Service Provider's possession.
MISCELLANEOUS PROVISIONS
No Guarantee of Continued Orders
The fact the Service Provider has successfully completed any Order or series of Orders from
PictureThatPlace does not mean that the Service Provider can expect to receive, or is entitled to
receive, any additional Order(s) from PictureThatPlace. It is expressly understood that each Order is a
separate contract governed by the Terms and Conditions of this agreement.
Notices
Any notice permitted or required by this Agreement shall be effective immediately when sent by e-mail
to the e-mail address of Service Provider on file with PictureThatPlace at the time of notice. Notice
shall be deemed to have been duly given so long as PictureThatPlace does not receive a notification
that attempts to deliver the e-mail message have failed. If repeated attempts to deliver Notice by e-mail
fail, PictureThatPlace may attempt to contact the Service Provider via phone, fax, or postal address, but
is not required to do so. Any notice under this Agreement given by Service Provider to PictureThatPlace
will be deemed to be properly given if received by e-mail sent to PictureThatPlace at
picturethatplace@picturethatplace.com.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida. Service Provider and PictureThatPlace agree to submit to the personal and exclusive
jurisdiction and venue of the courts located within the county of Jacksonville, Florida.
Severability
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect without
being impaired or invalidated in any way.
Integration
This Agreement contains the entire Agreement between the parties and supersedes all prior
contemporaneous oral and written Agreements, understandings, and representations between them.
This Agreement may not be modified, changed, or supplemented, nor may any obligations hereunder
be waived, except by written instrument signed by the party to be charged or by his agent duly
authorized in writing, except as expressly permitted herein.
Waiver
No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of
any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
Titles and Headings
Titles and headings of Articles of this Agreement are for convenience of reference only and shall not
affect the construction of any provision of this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute but one and the same instrument.
Welcome to the PictureThatPlace web site, provided by PictureThatPlace.com. The following are the
Terms and Conditions of Use (Agreement) of the PictureThatPlace service. Please read them
carefully. The service is provided to registered Service Providers (photographers) under the terms and
conditions of this agreement.
By completing the registration process as a Service Provider, You agree to be legally bound by all of
the terms and conditions of this Agreement, including any modifications to this Agreement, as well as
other terms of use governing the PictureThatPlace Web site, including PictureThatPlace Terms of
Service for Buyers and General Users and its Privacy Policy. If you do not agree with any of the terms
and conditions set forth in this Agreement, do not complete the Registration form.
Description of Services
A. The purpose of PictureThatPlace is to facilitate the rapid delivery of photographic images between
businesses or individuals that need to view various kinds of real and personal property (Buyer) at a
specific address (Property Location) and businesses or individuals who are willing to provide
on-location photo services (You, Seller, Contractor, Service Provider or Photographer).
PictureThatPlace connects Buyers and Sellers of on-location photo services by providing and
exclusive Directory of Photo Service Providers (Directory).
By assisting Sellers in finding Buyers in need of Services, PictureThatPlace is considered the "Official
Finder" for each project accepted through the site, and charges transaction fees for providing this
Service. All applicable transaction fees are included in prices quoted for all services.
B. Seller and employees of Seller are qualified and experienced in providing the above described
services and Seller is desirous of being included as a Service Provider in the Directory.
Now, therefore, in consideration of the mutual promises and covenants set forth herein, it is agreed by
and between PictureThatPlace and Service Provider as follows:
SCOPE OF SERVICES
What We Agree to Do
PictureThatPlace agrees to include Seller in the Directory of Service Providers shown to Buyers for
Property Locations within the set of Zip Codes where the Seller offers to provide Services.
PictureThatPlace retains the right to limit the number of Service Providers available in any Zip Code
and therefore cannot guarantee that any or all of the Zip Codes in which Service Provider wishes to
offer services will be available.
Unless stated otherwise, terms of payment to Service Provider for services rendered shall be
governed by Fees offered by PictureThatPlace.com upon completing this Registration process.
WHAT YOU AGREE TO DO
By completing this Service Agreement, Seller agrees to perform services upon receipt of an Order from
a Buyer. Each Order to be performed by Service Provider is separate, the terms and conditions of
which shall be governed by this Agreement. Each Order shall (1) describe the location and services to
be performed in completing the Order, (2) state the beginning date of the Order, (3) state a fixed or
estimated completion date for the Order.
Service Provider will determine the method, details, and means of performing services requested on
each Order. PictureThatPlace shall have no right to, and shall not, control the manner or determine
the method of accomplishing the Orders.
PictureThatPlace shall have no authority with respect to the employment relationship between Service
Provider and Service Provider's employees, including but not limited to hiring, firing, disciplining,
directing, supervising, setting wages and working conditions, and/or adjusting grievances.
PictureThatPlace may not control, direct, or supervise Service Provider's employees in the
performance of services hereunder.
Service Provider warrants that its employees and agents shall: (1) at all times deal with the Buyer and
the Buyer's customers and prospective customers in a respectful, courteous, professional manner; (2)
Refer favorably to the Buyer and Buyer's customers in all written and oral communications; and (3)
comply with all federal, state and local laws, regulations, and ordinances in performing the services
specified in this agreement.
Service Provider assumes full and sole responsibility for the payment of all compensation and
expenses of its employees and agents and for all state and federal income tax, unemployment
insurance, social security, disability insurance and other applicable withholdings for its employees
and agents. Service Provider will indemnify, hold harmless, and defend PictureThatPlace from all
damages, expenses (including attorney's fees), and other costs or liabilities resulting directly or
indirectly from Service Provider's actual or claimed failure to perform any of the obligations contained
in this paragraph which Service Provider by executing this agreement has agreed to assume. In the
event that the performance of services hereunder by any employee or agent of Service Provider is
unacceptable to Buyer, Service Provider agrees to promptly substitute that employee or agent with
another employee or agent acceptable to Buyer.
Nonexclusive Services
Nothing in this Agreement shall be interpreted to prevent or preclude Service Provider or the
employees or agents of Service Provider from rendering services to any other person or entity as
Service Provider in its sole discretion sees fit, provided such services do not materially interfere with
services to be performed for PictureThatPlace or violate the confidentiality provisions listed elsewhere
in this Agreement.
Timely Performance
Although PictureThatPlace shall have no control over the manner and means of Service Provider
performing the services rendered hereunder, including, without limitation, the hours or periods of time
devoted to completion of the work, Service Provider acknowledges that the services to be provided
hereunder must be completed in a timely manner and that a failure to complete the anticipated
services could result in financial loss to Buyer. Service Provider shall diligently complete Order
hereunder in accordance with the completion date agreed upon between Service Provider and Buyer.
Place of Work
No permanent office will be provided to Service Provider, and Service Provider shall be responsible for
maintaining offices elsewhere and managing Service Provider's Orders according to Service
Provider's own desires and schedules.
Term of Agreement
This Agreement will become effective upon acceptance by Seller and will continue in effect until
terminated by either party. Nothing herein shall be construed as requiring PictureThatPlace to offer, or
Service Provider to accept, any additional Orders.
Payment for Services
Upon completion of each Order, an Invoice will be sent to Buyer, and the total fee for services rendered
will be charged to the Buyer's Paypal. The fee for services will include the Service Provider's fee and all
transaction charges due PictureThatPlace. PictureThatPlace will remit fees to Service Provider within
30 days by Paypal. Payments to Service Provider shall not be deemed an acceptance or waiver of any
defect in the services rendered by Service Provider.
Responsibility for Expenses
PictureThatPlace shall not be responsible for any expenses incurred by Service Provider or Service
Provider's employees or agents in performing Orders under this agreement. All actual expenses
incident to Service Provider's performance of Orders under this Agreement shall be borne by Service
Provider, including, but not limited to, (1) automobile and other travel; (2) entertainment and promotion;
(3) education courses and materials; (4) insurance; and (5) all compensation paid to any employees
or agents of Service Provider.
Character of Relationship
The parties intend that the relationship of Service Provider to PictureThatPlace be that of an
independent contractor and not that of an employee, agent, joint venture, or partner of
PictureThatPlace. Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between PictureThatPlace and Service
Provider or any agent or employee of Service Provider.
No Benefits
Neither Service Provider nor Service Provider's employees or agents are eligible to participate in any
employee benefit programs, including, but not limited to, workers compensation, medical insurance,
long-term disability, life insurance, pension plans, 401(k) plans, vacation or sick pay, or any similar
benefit or plan now or hereinafter offered to PictureThatPlace's employees.
Security of Stored Data and Files
PicturethatPlace will endeavor to restrict access to the data and files Service Provider stores or
retrieves from Service Provider's Account to persons accessing such data.. However, no
password-protected system of data storage and retrieval can be made entirely impenetrable.
Accordingly, Service Provider hereby acknowledges that it may be possible for an unauthorized third
party to access, view, copy, modify and distribute the data and files Service Provider stores in Service
Provider's Account.
Service Provider understands and agrees that the images Service Provider furnishes are the property
of PictureThatPlace, and that PictureThatPlace may archive, destroy, or resell any image at any time
without Service Provider's consent.
Service Provider's Responsibility
Service Provider shall be entirely and solely responsible for Service Provider's acts and the acts of
Service Provider's employees and agents while engaged in the performance of services hereunder.
Service Provider shall indemnify, hold harmless, and defend PictureThatPlace from any loss or liability
(including attorney's fees) arising from such acts.
OBLIGATIONS OF SERVICE PROVIDER
Internet Access and E-mail Address
Service Provider understands and agrees that the services offered cannot be performed without
Internet access and e-mail. Therefore, Service Provider will, at Service Provider's own cost and
expense, have Internet access available at all times and provide an e-mail address for contact with
Service Provider. Service Provider may change or substitute a new e-mail address at any time and
Service Provider is solely responsible for ensuring that the e-mail address associated with their
Account is valid and that they are able to receive e-mail from PictureThatPlace. Service Provider
understands that failure to maintain a valid e-mail address shall be construed as a material breach of
this Agreement.
Registration Information
Service Provider will promptly notify PictureThatPlace of any change in the information Service Provider
furnishes on Service Provider's registration form during Service Provider's registration for the Service
(including, without limitation, any change in Service Provider's mailing address, telephone numbers or
e-mail address).
Account and Password
Service Provider is entirely responsible for any and all activities that occur under Service Provider's
Account and Password, whether or not such use was authorized by Service Provider. Service Provider
will notify PictureThatPlace of any unauthorized use or other breach in security of Service Provider's
Account immediately after Service Provider learns of the same.
Transportation and Equipment Used by Service Provider
Service Provider will, at Service Provider's own cost and expense, supply all transportation, tools, and
other personal property necessary or appropriate to perform Orders under this Agreement. Service
Provider shall not be required to purchase or rent any equipment or services from PictureThatPlace,
nor shall PictureThatPlace supply same for use of Service Provider.
Workers Compensation
Service Provider agrees to provide workers compensation insurance for employees of Service
Provider; Service Provider agrees to hold harmless, indemnify and defend PictureThatPlace for any
and all claims (including attorney's fees) arising out of any injury, disability, or death of Service
Provider's employees or agents.
Indemnification from Liability
Service Provider shall indemnify, hold harmless, and defend PictureThatPlace against any and all
liability imposed or claimed, including attorney's fees and other legal expenses, arising directly or
indirectly from any act or failure of Service Provider's employees or agents, including all claims relating
to the injury or death of any person, or damage to any property, directly or indirectly resulting from, or
connected with, Orders performed pursuant to this Agreement.
Compliance with Applicable Laws
Service Provider shall be responsible for compliance with all applicable federal, state and municipal
laws, statutes, and ordinances that may apply to Service Provider's performance of Orders under this
Agreement. Further, Service Provider shall indemnify, hold harmless, and defend PictureThatPlace
from any and all liability it may incur due to Service Provider's failure to abide by any applicable law,
statute, ordinance, or regulation.
Automobile Insurance
Service Provider agrees to acquire and maintain in force a policy of insurance covering Service
Provider for Bodily Injury and Property Damage arising out of the operation of any and all owned and
non-owned automobiles which may be used by Service Provider or Service Provider's employees or
agents in connection with Orders performed hereunder. Insurance shall be purchased from a
reputable insurance company duly licensed in the State where the Services are to be performed.
Service Provider agrees to provide Proof of Insurance to PictureThatPlace upon request.
OBLIGATIONS OF PictureThatPlace
Cooperation of PictureThatPlace
PictureThatPlace agrees to provide access to all information reasonably necessary to the
performance of Service Provider's duties under this Agreement.
Tax Reporting
PictureThatPlace shall issue a Form 1099 to Service Provider based upon the information furnished
by Service Provider in the signature section of this Agreement.
Collection of Fees
PictureThatPlace agrees to handle all billing related to the performance of each Order. Upon
completion of each Order, an Invoice will be sent to Buyer, and the total fee for services will be charged
to the Buyer's Paypal. The fee for services will include the Service Provider's fee and all transaction
charges due PictureThatPlace. PictureThatPlace will remit fees to Service Provider within 30 days by
Paypal.
CONFIDENTIALITY
Definition of Proprietary Information
For the purposes of this Article, "Proprietary Information" means all confidential information and
documents about PictureThatPlace, or its customers, including: (1) any customer or potential
customer list or similar non-public information with respect to persons sharing a business
relationship with PictureThatPlace; (2) any information describing the manner in which
PictureThatPlace conducts its business operations; (3) any information or forms provided to Service
Provider for the purpose of completing any Order.
Duty of Non-Disclosure
Service Provider's performance under this Agreement necessarily involves access to certain
proprietary and/or confidential information pertaining to the business of PictureThatPlace and
customers of PictureThatPlace. Service Provider and its employees and agents will treat all such
information and documents which come to their attention in performing services hereunder or which
they acquire from PictureThatPlace as strictly confidential. They will not disclose this information or
documents to any third party and will not use such information or documents, except as is necessary
for the performance of the service called for in this Agreement. Service Provider further agrees to take
such steps as are necessary to insure that its employees and agents preserve the confidentiality of
the information, lists or documents.
Breach Upon Disclosure
The parties agree that such confidential information is an important, material and proprietary asset
which effects the successful conduct of PictureThatPlace's business, and its good will, and that a
breach of any provision of this Article is a material breach of this Agreement.
Equitable Relief
Service Provider acknowledges that the obligations undertaken by Service Provider's employees and
agents in this Article are of particular value to PictureThatPlace, and that PictureThatPlace cannot be
reasonably or adequately compensated in damages in an action at law in the event Service Provider
breaches such obligations. Service Provider therefore expressly agrees that, in addition to any other
rights or remedies which PictureThatPlace may possess, PictureThatPlace shall be entitled to
injunctive and other equitable relief in the form of preliminary and permanent injunctions without bond
or other security in the event of any actual or threatened breach of said obligations by Service Provider.
FEDERAL AND STATE TAXES
PictureThatPlace's Non-Responsibility
As Seller is performing services as an Independent Service Provider, PictureThatPlace shall have no
responsibility for payment and/or reporting of taxes and contributions relating to the status of an
"employee". Specifically, PictureThatPlace will not withhold FICA (Social Security) from Service
Provider's payments; will not make state or federal unemployment insurance contributions on behalf
of Service Provider; will not withhold state or federal income tax from payments to Service Provider; will
not make disability insurance contributions on behalf of Service Provider; and will not obtain workers
compensation insurance on behalf of Service Provider.
Service Provider's Responsibility
Service Provider shall be responsible for payment of all federal, state and local taxes with respect to
amounts received for services hereunder. Service Provider shall file all tax returns that may be
required by any and all federal, state or local laws in connection with the payments to Service Provider
hereunder.
Duty of Cooperation
In the event of an audit by any federal, state, or local tax agency, Service Provider shall furnish to
PictureThatPlace copies of income tax returns documenting that payments hereunder made by
PictureThatPlace to Service Provider were properly reported on Service Provider's federal, state and
local tax returns; and Service Provider shall execute any documentation requested by such agencies
for that purpose.
BREACH OF AGREEMENT
Breach by PictureThatPlace
Should PictureThatPlace materially default in the performance of this Agreement, or materially breach
any of its provisions, Service Provider, at the Service Provider's option, may suspend further
performance under this Agreement by giving written notice to PictureThatPlace. The suspension of
further performance by the Service Provider upon the breach of this Agreement by PictureThatPlace
shall in no way prejudice the Service Provider's right to bring a law suit for damages for that breach.
With Service Provider's written notice to PictureThatPlace of suspension of further performance,
Service Provider shall: (1) immediately delete any outstanding Orders which are in Service Provider's
possession at the time of suspension, or which may come into possession of Service Provider
thereafter, and (2) destroy any proprietary information belonging to PictureThatPlace in Service
Provider's possession.
Breach by Service Provider
Should Service Provider materially default in the performance of this Agreement or materially breach
any of its provisions, PictureThatPlace at PictureThatPlace's option, may suspend further performance
under this Agreement at any time, by giving written notice to Service Provider. The occurrence of the
following events shall be automatically deemed to be a material default by the Service Provider:
(1) the conviction of Service Provider by a court of competent jurisdiction (and as to which no further
appeal can be taken) of a felony involving any violent, financial, or business-related crimes, or of a
felony or misdemeanor involving moral turpitude;
(2) the commission by Service Provider of an act of fraud upon PictureThatPlace; which shall include
the failure to disclose licensing of Service Provider to transact insurance as an agent, broker or
solicitor by any duly recognized federal or state agency or department;
(3) the disclosure by Service Provider of any confidential or proprietary information of PictureThatPlace
in violation of this Agreement;
(4) the bankruptcy or insolvency of Service Provider.
Upon receipt by Service Provider of written notice by PictureThatPlace of suspension of further
performance, Service Provider shall (1) immediately delete any outstanding Orders which are in
Service Provider's possession at the time of suspension, or which may come into possession of
Service Provider thereafter, and (2) destroy any proprietary information belonging to PictureThatPlace
in Service Provider's possession.
MISCELLANEOUS PROVISIONS
No Guarantee of Continued Orders
The fact the Service Provider has successfully completed any Order or series of Orders from
PictureThatPlace does not mean that the Service Provider can expect to receive, or is entitled to
receive, any additional Order(s) from PictureThatPlace. It is expressly understood that each Order is a
separate contract governed by the Terms and Conditions of this agreement.
Notices
Any notice permitted or required by this Agreement shall be effective immediately when sent by e-mail
to the e-mail address of Service Provider on file with PictureThatPlace at the time of notice. Notice
shall be deemed to have been duly given so long as PictureThatPlace does not receive a notification
that attempts to deliver the e-mail message have failed. If repeated attempts to deliver Notice by e-mail
fail, PictureThatPlace may attempt to contact the Service Provider via phone, fax, or postal address, but
is not required to do so. Any notice under this Agreement given by Service Provider to PictureThatPlace
will be deemed to be properly given if received by e-mail sent to PictureThatPlace at
picturethatplace@picturethatplace.com.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida. Service Provider and PictureThatPlace agree to submit to the personal and exclusive
jurisdiction and venue of the courts located within the county of Jacksonville, Florida.
Severability
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect without
being impaired or invalidated in any way.
Integration
This Agreement contains the entire Agreement between the parties and supersedes all prior
contemporaneous oral and written Agreements, understandings, and representations between them.
This Agreement may not be modified, changed, or supplemented, nor may any obligations hereunder
be waived, except by written instrument signed by the party to be charged or by his agent duly
authorized in writing, except as expressly permitted herein.
Waiver
No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of
any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
Titles and Headings
Titles and headings of Articles of this Agreement are for convenience of reference only and shall not
affect the construction of any provision of this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute but one and the same instrument.