7th Level Entertainment Inc. Independent Contractor Agreement

 

This Agreement and Business Partnership is made and entered into by and between 7th Level Entertainment Inc. , a Nevada Corporation (the “Company”) D.B.A. MeetYourPsychic.com (“the referrer of psychic entertainment “or “Network” or “Website”) and the Contractor agreeing to provide such psychic entertainment, (the “Independent Contractor” or “Entertainer”) collectively, (the “Parties”), as a service to the (“Member” or “Client”).

INDEPENDENT CONTRACTOR INFORMATION

Legal First Name:

Legal Last Name:

Work Phone:

Cell Phone:

Email Address:

Street Address:

City:

State/Province:

Zip Code:

RECITALS

WHEREAS, the Company provides an online website, MeetYourPsychic.com, that connects Clients (the “Member or Members”) and Psychic Entertainers via telephone, email, chat or text for the purpose of psychic entertainment.

WHEREAS, the Independent Contractor operates a business with special skills, training and expertise in providing non-exclusive psychic entertainment services to Members contacting the Network; and

WHEREAS, in connection with its provision of services to the Network, the Company is willing to refer Members to the Independent Contractor, and the Independent Contractor is willing to provide psychic entertainment services to Members, so referred.

NOW, THEREFORE,

in consideration of the foregoing and other good and valuable considerations, the receipt and adequacy of which are acknowledged, the parties agree as follows:

1. The Services.
The Independent Contractor shall provide psychic entertainment services by telephone, email, chat or text to Members whose requests are referred to, and accepted by, the Contractor. The Independent Contractor shall provide such psychic entertainment services (the "Services") consistent with the Independent Contractor's particular specialized skills, training and expertise in providing the same.

2. Open Market Competition.
The Independent Contractor is aware and agrees that their provided services will be in competition with other Independent Contractors on the Network, as well as the network owners who provide similar psychic entertainment services on the network.

3.  No Economic Dependence.
The Independent Contractor is aware and agrees that their provided psychic entertainment services carries a potential for, but no guaranteed source of revenue for their partnered business with the network. The Independent Contractor also agrees that the partnership with the Company is not their sole source of income and the Independent Contractor holds no economic dependence with the Company.  This agreement is “non-exclusive” and allows the Independent Contractor to continue to offer their services to others outside of this business partnership. The Company does not assert control over which psychic entertainers Members choose to hire for services, and thus the Company offers no guarantee for referrals. The Independent Contractor further acknowledges that their managerial skills and professionalism in operating their personal business in partnership with the Company will affect his or her opportunity for profit and loss (see section 4).
 
4. Opportunity for profit and loss.
Loss: Company will not provide any equipment required to interface with the online network for the Independent Contractor to provide their service.  It is the responsibility of the Independent Contractor to provide (at their sole business expense) phone service, internet service, computers, phones, headsets for speaking and any other equipment deemed necessary by the Independent Contractor. Additionally, it is the responsibility of the Independent Contractor to maintain or repair equipment (at their sole business expense), as deemed necessary by the Independent Contractor.
 
In addition, technical issues due to the Independent Contractors failure to maintain their equipment, loss of internet, phone system, or other technical issues may prevent a psychic entertainer from interfacing with our Network and therefore result in the inability for the Company to refer requests for psychic entertainment to the Independent Contractor.
 
Company shall provide refunds to Members at their sole discretion, which shall be deducted from the Contractor's gross earnings. If Company deems a credit card payment does not meet their security standards, the specific sales will not be included in the contractor’s gross earnings.  
 
Profit: An Independent Contractor who exhibits strong managerial and performance skills may build their referral clientele and business reputation on the Network. This may result in increased service referral requests from the Company, therefore, potentially increasing the Contractor’s overall commissions beyond the cost of providing the service.
 
5. No Training.
The Independent Contractor represents and warrants, and the Company recognizes and acknowledges, that the Independent Contractor has unique and specialized skills, training and experience in providing psychic entertainment services, and therefore the Company has not provided and will not provide any training or instructions to the Independent Contractor on how their services are to be performed.
 
6. Compensation, Payment and Taxes.
The Company shall compensate the Independent Contractor on a negotiated, flat commission basis.  Company offers Independent Contractor no guarantee of referrals or the ability to generate income.  Independent Contractor will be solely responsible for reporting and paying all state (if applicable), federal, self-employment or other taxes.  Company will provide, in accordance to law, all applicable statement of earning forms to Independent Contractor.  
Negotiated Commission Rate:  Contractor will receive commissions 20% of gross website service invoices, as reported for the specific Independent Contractor.  The Independent Contractor shall not participate in any benefit plan or program of the Company, including, but not limited to, health insurance, life insurance, disability insurance, pension or profit sharing, worker’s compensation, paid vacation, unemployment, or sick pay.

7.  Commissions paid via PayPal.
All earned commissions will be paid via PayPal. Company will not be financially responsible for any transfer errors due to inaccurate payment routing information or technical errors.  1099-K forms will be supplied to contractor by PayPal if applicable.  Following receipt of payment, contractor has fourteen days to examine and report to company any questions or concerns regarding commissions. Beyond day fourteen, contractor shall accept payment as final and questions or concerns regarding commissions shall not be considered.
 
8.  Media Release.
Independent Contractor hereby grant’s Company permission to use their likeness in a photograph (or any other form of media including but limited to text bios, user reviews and publically propagated blogs) in any and all of its publications, including but not limited to website entries, without payment or any other consideration.  Independent Contractor understands and agrees that these materials will become the property of the Company and will not be returned or deleted from the server (unless by the sole decision of the Company). Independent Contractor hereby irrevocably authorizes the Company to edit, alter, copy, exhibit, publish or distribute this media for purposes of publicizing the Company’s operations or for any other lawful purpose.  In addition, the Independent Contractor waives the right to inspect or approve the finished product, including written or electronic copy, wherein the Independent Contractor’s likeness appears.  Additionally, the Independent Contractor waives any right to royalties or other compensation arising or related to the use of the above mentioned media  Additionally, the Company is not responsible for any unauthorized, known or unknown breach of security that may result in the copying, redistribution, or copyright infringement of above mentioned content

9. Mobile Terms and Conditions.

You, (independent contractor) give permission for MeetYourPsychic to send to your provided cell number periodic texts regarding requests for your services or other important updates from the company. You also state that you are the rightful owner of the cell phone number provided. Text Alerts on 25402 is enabled by MeetYourPsychic. There are no premium charges, however standard carrier Msg&Data rates may apply. Text STOP to 25402 at anytime to quit. This product is not compatible with all phone models or carriers. You must be 18 or older or have permission from a parent or guardian to participate. Text HELP to 25402 for help. T-Mobile is not responsible for undelivered messages. Carriers are not liable for delayed or undelivered messages. Finally, you agree to update MeetYourPsychic.com (by replying STOP or calling customer service) prior to abandoning your ownership of the provided cell phone number.

Carriers Supported
AT&T, Sprint, T-Mobile®, Verizon Wireless, Virgin Mobile USA, U.S. Cellular®, Metro PCS, ACS Wireless, All West Wireless, Bluegrass, Boost USA, Cambridge Telecom, Cellcom, Cellular South, Centennial, Cincinnati Bell, Cricket Communications, Cellular One of East Central Illinois, Appalachian Wireless, Farmer's Mutual Telephone Company, General Communications, Golden State Cellular, PC Management, Inland Cellular, Illinois Valley Cellular, Nex-Tech Wireless, Nucla-Naturita, nTelos, Revol, Silver Star PCS (Gold Star), Snake River PCS, South Central, Syringa, Thumb Cellular, UBET Wireless, Unicel, United Wireless, and West Central Wireless.

Contact Mobile Marketing Member Services at This email address is being protected from spambots. You need JavaScript enabled to view it. or call 1.877.987.7792

10. No Hours or Schedule.
Independent Contractor will provide to company their availability and the Company will have no control or requirements of when the Independent Contractor shall make themselves available for the referral of the Services.
 
11. Method and Manner / No Supervision or Reporting.
The Company is interested only in the results achieved by the Independent Contractor. The Independent Contractor shall have sole and exclusive control of the manner and means by which the Services are performed and shall do so according to the Independent Contractor’s own means and methods of work. The Company shall have no right to, and shall not, control, direct, approve or change the details, manner or means by which the Independent Contractor performs the Services.
 
12. Non-Exclusive Agreement.
The Independent Contractor retains the right to provide services similar to the Services to other individuals, businesses or the general public.
 
13. Licenses.
The Independent Contractor represents and warrants, and the Company recognizes and acknowledges that the Independent Contractor shall, at his or her sole cost and expense, secure and maintain in effect continuously throughout the term hereof any licenses necessary in connection with the performance of the Independent Contractor Services.
 
14. Compliance with Laws / Blog.
The Independent Contractor shall provide the Services in accordance with all applicable laws, regulations, ordinances and contracts applicable thereto.  Optional use of Company blog:  Due to copyright law, it is illegal to upload photos or text that without a license from the legal author of such works.  If Company is fined for copyright infringement due to Independent Contractor uploading material owned by another, Independent Contractor will directly be held liable for all damages incurred by company.

15. Binding Effect and Assignability.
This Agreement shall bind, inure to the benefit of, and be enforceable the Parties, their successors and assigns, heirs, administrators, legal representatives, and executors.  However, this Agreement may not be assigned or otherwise be either Party to third parties without the prior written consent of the other Party, other than to affiliates that have effective control over, or are effectively controlled by the assigning Party hereto with respect to the subject matter thereof.
 
16. Hold Harmless and Indemnify.
Independent Contractor shall indemnify, defend (by counsel reasonably acceptable to Company) and hold harmless the Company and its officers, directors, agents and employees from and against claims, damages, losses and expenses, including but not limited to attorney's' fees, arising out of or resulting from the negligence or misconduct of Independent Contractor in connection with performance of the Services described in this Agreement. Independent Contractor hereby holds harmless and releases and forever discharges the Company from all claims, demands, and causes of action which the Independent Contractor, their heirs, representatives, executors, administrators, or any other persons acting on the Independent Contractor’s behalf or on behalf of the Independent Contractor’s estate have or may have by reason of this authorization.

17. Confidentiality / No Violation.
Independent Contractor acknowledges that during the engagement he/she will have access to various trade secrets, processes, information and records owned by Company and/or used by Company in connection with the operation of its business including, without limitation, Company’s customer lists, accounts, and procedures.  Independent Contractor agrees that he/she will not disclose any of these materials or information, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement with the referred Member for Member’s benefit.  All records, documents, files, specifications, information, letters, original artwork, and similar items relating to the work for Company, shall remain the exclusive property of Company.  Independent Contractor shall not retain any copies of the foregoing without Company’s prior written permission, whether in electronic or other formats.  Upon the expiration or termination of this Agreement, or whenever earlier requested by Company, Independent Contractor shall immediately deliver to Company all files, records, documents, information, and other materials of Client’s in his/her possession.  Independent Contractor further agrees that he/she will not disclose the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of Independent Contractor’s relationship to Company.
 
18. Non-Disparagement.
The Company has internal procedures for complaints and disputes to be addressed and resolved. You (the Contractor) agree that you will not (nor will you cause or cooperate with others to) publicly criticize, ridicule, disparage or defame the Company or its products, services, policies, directors, officers, shareholders, or employees, with or through any written or oral statement or image (including, but not limited to, any statements made via websites, blogs, postings to the internet, or emails and whether or not they are made anonymously or through the use of a pseudonym).  Contractor agrees to provide full cooperation and assistance in assisting the Company to investigate such statements if the Company reasonably believes that you are the source of the statements. The foregoing does not apply to statutorily privileged statements made to governmental or law enforcement agencies. The Company may (at its sole discretion) fine Contractor $3500.00 per occurrence.
 
19. Non-Solicitation / Non-Circumvention.
Contractor shall not solicit or attempt to solicit, on their own behalf or through third parties, their services to a referred client to whom the Company has a business relationship with.  All Member services, payments and referrals shall be under the express direction and management of the Company. These violations include (but are not limited to) Contractor requesting funds from a referred client, requesting personal contact information from a referred client or providing contractor personal contact information to a referred client, circumventing the network.
 
20. Limitation of Liability.
COMPANY SHALL NOT BE LIABLE TO CONTRACTOR (OR TO ANY PERSON OR ENTITY CLAIMING BY AND THROUGH THE CONTRACTOR) FOR LOST PROFITS OR FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HERETO, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT THE CONTRACTOR HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES, INCLUDING COMPANY'S NEGLIGENCE
 
21. Disclaimer of Warranties.
Except as otherwise provided hereunder, Company, on behalf of itself and its third party providers, disclaims all other warranties of any kind, either express, implied, or statutory, including without limitation, implied warranties of fitness for a particular purpose, or accuracy.  Company and its third party providers do not warrant that the Company will meet any requirements or needs that the Contractor may have, or that the Company will be error free or that any defects or errors by the Company will be corrected
 
22. Irreparable Injury and Injunctive Relief.
The parties acknowledge that compliance with this agreement is necessary to protect the goodwill and the proprietary interests of the Parties and that in a breach of this Agreement, a Party may be irreparably and continually harmed and may not be made whole by monetary damages or a law.  Therefore, a Party, in addition to any other remedy to which it may be entitled, shall be entitled to immediate injunctive relief to prevent breaches or threatened breaches of this agreement and/or to compel specific performance of this agreement.
Initial:
 
23.  Jury Trial Waiver.
IN THE EVENT OF ANY LITIGATION ARISING OUT OF, IN CONNECTION WITH OR BY REASON OF THIS AGREEMENT, EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN SUCH ACTION
 
24. Attorney’s Fees.
In the event of default or breach by either party to this agreement and the necessity to initiate court action for the enforcement of any right hereunder or covenant herein, then, in such event, the prevailing Party in such action shall be entitled to recover from the non-prevailing Party all reasonable costs and expenses of bringing such action, including reasonable attorney’s and paralegal fees, at all investigative, pre-trial, and appellate levels.
 
25. Paragraph Headings.
The paragraph headings of this Agreement are for clarification and convenience or reference and shall not be construed as defining or limiting the scope of any provision of this Agreement.
 
26. Modifications.
No change or modification of this Agreement shall be valid unless the same shall be in writing and signed by the parties hereto.
 
27. Remedies Cumulative.
No remedy herein conferred upon any Party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or hereafter existing at law or in equity or by statute or otherwise.  No single or partial exercise by any Party or any right, power or remedy hereunder shall preclude any other or further exercise thereof.
 
28. Waiver.
A waiver by a Party of a reach or failure to perform under this Agreement shall not constitute a waiver of any subsequent breach of failure.
 
29. Notice.
Any notice required to be given hereunder shall be in writing any may be effected either by electronic mail notice and delivery. Electronic delivery shall be deemed communicated upon response by the other Party.
 
30.  Force Majeure.
Neither Party will be responsible for delays or failure of performance under this Agreement resulting from acts of God, war, terrorism, strikes, epidemics, failure of suppliers to perform, earthquakes, power failures, or other causes beyond the control of that Party which render performance by that Party impossible.

31. Term of Agreement.
The term of this agreement (original term) shall commence on the date of signature of this agreement, and shall continue for a period of 30 days thereafter. After the original term, the agreement shall continue on a 30 day, self-renewing (optional term), thereafter, provided the Contractor is not in default of any of the terms, conditions, or provisions of this agreement. Company or Independent Contractor reserves the right to terminate this agreement at any time, without advance notice, for any reason whatsoever, with written notice via email or mailed letter. Sections 6,8,9,13,14,15,16,17,18,19,20,21,22,23,24,25,26,27,28,29,30,31,32,33,34 and 35 of this agreement will forever survive the termination of this agreement by either party.

32. ARBITRATION AGREEMENT

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH MEETYOURPSYCHIC.COM ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against MEETYOURPSYCHIC.COM on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against MEETYOURPSYCHIC.COM, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against MEETYOURPSYCHIC.COM by someone else.

Agreement to Binding Arbitration Between You and MEETYOURPSYCHIC.COM

You and MEETYOURPSYCHIC.COM agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and MEETYOURPSYCHIC.COM, and not in a court of law. You acknowledge and agree that you and MEETYOURPSYCHIC.COM are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and MEETYOURPSYCHIC.COM otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and MEETYOURPSYCHIC.COM each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

RULES AND GOVERNING LAW

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Nevada.

PROCESS

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879).The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Nevada and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.


LOCATION AND PROCEDURE

Unless you and MEETYOURPSYCHIC.COM otherwise agree, the arbitration will be conducted in Clark County Nevada.

ARBITRATOR'S DECISION

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.
 
33. Counterparts; Effectiveness.
This Agreement may be executed in multiple counterparts, each of which, when solely executed, shall be deemed an original, but which counterparts together shall constitute one and the same instrument.  A signature delivered via facsimile, digital signature, email, or attachment to email shall be equally as effective as an original signature delivered in-person, by postal mail, or by any other means.
 
34. Severability.
If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court’s opinions to render such term or provision enforceable, and the rights and the obligations of the parties shall be constructed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth.
 
35. Entire Understanding / Complete Agreement.
This agreement and any Schedule(s) attached hereto constitute the entire understanding and agreement of the parties, and any prior agreements or understandings are hereby cancelled.  All subsequent modifications of this Agreement shall be in writing and signed by the Parties. Contractor acknowledges that they are entering into this agreement solely on the basis of the agreements and representations contained herein.

IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement, which shall be effective upon the date of the last signature set forth below.
YOU AGREE YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.  THE DIGITAL SIGNATURE YOU ARE INITIATING SERVES EQUAL TO HAND SIGNED VERSION.

 

Legal Digital Signature of Independent Contractor:

 

Legal Digital Signature of Company Representative:

Name and Title of Authorized Representative of Company:

Kileen Kapri-Kohn: President - 7th Level Entertainment Inc.
Address of Company: 7th Level Entertainment Inc. d.b.a. MeetYourPsychic.com
170 South Green Valley Pky. #300 Henderson, NV 89012 Ph. # 1-702-723-9735

Copyright 2018 | 7th Level Entertainment Inc. | No portion of this document may be used or duplicated in any way, without the express written permission from copyright holder.