This Independent Contractor Agreement (the “Agreement”) is made effective upon acknowledgement of these Terms and Conditions (the “Effective Date”), by and between You ("Ambassador") and Ride1Up, Inc. ("Ride1Up"), a California limited liability company with an address at 415-B Laurel St, San Diego, CA 92101. The parties hereby agree as follows:
1. Services and Payment; No Contract of Employment . Ambassador agrees to provide its best efforts with respect to the successful provision and completion, as determined in the sole judgment of Ride1Up, of the following services on behalf of Ride1Up, as follows:
(a) Identify and solicit prospective purchasers of Ride1Up’s electric bicycle products (the “Customers”) to undertake test rides using Ride1Up electric bicycle products provided by Ambassador to Customers;
(b) Provide Customers with Ride1Up electric bicycle products at no charge for an agreed-upon period of time for test riding by Customers;
(c) Provide each Customer with a unique Affiliate Link for the Customer to access the Ride1Up website to allow Ride1Up to pay the Ambassador the Compensation (as defined in this Agreement);
(d) Prior to any test ride by any Customer, Customer must acknowledge the terms and conditions of Rider Test Use Agreement & Liability Waiver; and
(e) After completion of test ride activity, Ambassador will retrieve the Ride1Up electric bicycle from the Customer.
For avoidance of doubt, Ambassador shall not disclose or promote to Customers any reduced price sale, discount or coupon related to any Ride1Up product without the express advance written authorization of Ride1Up.
Ambassador agrees and acknowledges that this Agreement, nor any of the Compensation described herein, is intended by either of the parties hereto, or by operation of applicable law, to constitute a contract for employment.
2. Compensation . As the only compensation due to Ambassador for the Services, Ambassador shall receive a cash commission equal to eight percent (8%) of the net final sales price of each Ride1Up electric bicycle purchased by a Customer during the Initial Term (or any extension of the Initial Term mutually agreed upon by the parties hereto), where the Customer utilizes the Ambassador’s Affiliate Link as part of the purchase transaction (the “Compensation”). Net final sales price is defined as gross sales price less any discounts or promotions. Compensation will be paid in accordance with the Section 7, Payment Information, of our Affiliate Agreement found at https://ride1up.com/affiliate-home/. Ambassador must sign up for Ride1Up Affiliate Program to be eligible for Compensation and must notify Ride1Up when registration is complete for verification.
3. Ownership. Ride1Up shall own, and Ambassador hereby assigns, all right, title and interest (including patent rights, copyrights, trade secret rights, trademark rights and all other intellectual rights throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Ambassador during the term of this Agreement that arise out of the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Ambassador will promptly disclose and provide all Inventions to Ride1Up. Ambassador shall further assist Ride1Up, at Ride1Up’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
4. Proprietary Information. Ambassador agrees that all Inventions and other business, technical and financial information (including, without limitation, the identity of and information relating to Ride1Up owners, officers, directors, employees, contractors or clients, as well as any and all contracts between Ride1Up and clients, contractors or vendors) Ambassador develops, learns or obtains during the period over which it is providing Services constitute “Proprietary Information.” Ambassador will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Ambassador shall not be obligated under this paragraph with respect to information Ambassador can document is or becomes readily publicly available without restriction through no fault of Ambassador. Upon termination and as otherwise requested by Ride1Up, Ambassador will promptly return to Ride1Up all items and copies containing or embodying Proprietary Information.
5. Term and Termination. This Agreement shall commence as of the Effective Date and shall remain in effect for one (1) year following the Effective Date (the “Initial Term”). Unless otherwise notified by Ride1Up no later than thirty (30) days prior to the expiration of the Initial Term, this Agreement shall automatically renew for an additional year until terminated by the Ambassador. Notwithstanding any other provision in this section or otherwise in this Agreement, Ride1Up may terminate this Agreement at any time, for any reason, by giving Ambassador five (5) days’ notice. Sections 3 through 8 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Upon termination of this Agreement, Ride1Up shall pay Ambassador any Compensation earned (pursuant to Section 2 of this Agreement) within 15 days of the termination date.
6. Indemnification . Ambassador shall release, defend, indemnify, and hold harmless Ride1Up and its officers, agents, contractors, employees and vendors from all suits, actions, or claims of any character, name, or description (including reasonable attorneys’ fees), brought on account of any injuries or damage, or loss (real or alleged) suffered or sustained by any person, persons, or property, arising out of Ambassador’s provision of the Services under this Agreement, or Ambassador’s failure to perform or comply with any requirements of this Agreement including, but not limited to any claims for personal injury, property damage, or infringement of copyright, patent, or other proprietary right. Ride1Up hereby reserves, as a non-exclusive remedy, the right to setoff or otherwise retain Compensation which may be due Ambassador under this Agreement until such suits, action or actions, claim or claims for injuries or damages as aforesaid shall have been settled and satisfactory evidence to that effect furnished to Ride1Up.
7. Relationship of the Parties; No Conflicts. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent Ambassador and not as a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. Ambassador is an independent Ambassador and is solely responsible for all taxes, withholdings, costs related to currency conversion (i.e., exchange rate fluctuations, capital controls, currency conversion fees, wire transfer and other bank fees), and other statutory or contractual obligations of any sort, including, but not limited to, statutory health insurance or retirement scheme contributions, or workers’ compensation Insurance. Ambassador represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of Ambassador or right of any third party. Ambassador further agrees that during the term of this Agreement and for one (1) year following the termination of this Agreement for any reason, Ambassador shall not, without Ride1Up’s prior written consent, engage, either directly or indirectly, in any activity which, in the reasonable judgment of Ride1Up, might be expected to adversely affect Ride1Up including, but not limited to, (i) Ambassador’s ownership of a property interest in any entity with which Ride1Up does business; or (ii) Ambassador being engaged in any other business activity pursued for gain, profit or other pecuniary advantage that interferes with Ambassador’s provision of the Services.
8. Miscellaneous. This Agreement and the Services performed hereunder are personal to Ambassador and Ambassador shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Ride1Up. Any attempt to do so shall be void. Ride1Up shall be free to transfer this Agreement to a third party. Any breach of Section 3 or 4 will cause irreparable harm to Ride1Up for which damages would not be an adequate remedy, and, therefore, Ride1Up will be entitled to injunctive relief with respect thereto in addition to any other remedies. This Agreement constitutes the entire agreement between the parties relative to the matters referred to herein and supersedes any other agreement, whether oral or writing, which may have existed between Ride1Up and Ambassador. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA without regard to the conflicts of laws provisions thereof, and Ambassador hereby consents to the personal jurisdiction and venue of the courts of the State of California, USA, with respect to any claims or lawsuits which may be related to this Agreement. Ambassador further hereby agrees to waive any challenge to jurisdiction or venue based upon the principle of forum non conveniens. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices to be given under this Agreement, except in case of termination, shall be made by registered mail or by courier to the address of each party.