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Terms of Service

This General Independent Contractor Agreement (the “Agreement”) is effective between InteLegion, LLC, a Delaware Limited Liability Company (the “Agency”), and InteLegion.com user client (the “Company”).

1. Invitation, Duties, Status, Acceptance, and Term

1.1 Invitation

1.1.1 Invitation. Company hereby employs the Agency hereof to render services for the company in connection with the planning, provision, creation, and/or placing of branding, research, advertising, marketing, consulting, creative, and/or digital services for the Company, during the Term as defined in Section 1.5 and the Duties as defined in Section 1.2,  incorporated herein by reference (such services are collectively referred to as “Services”).

1.1.2 Out-of-Scope Assignments. During the term of this agreement, the Company may wish to assign additional projects, products, or services to the Agency beyond the Services outlined in Section 1.2. The Agency agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with the Client regarding additional compensation to be paid to the Agency and other relevant terms and conditions. Nothing in this Agreement will be deemed to require the Agency to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or Aquarius’s interests.

1.1.3 Subcontractors. The Company acknowledges that the Agency may, in the rendition of the Services hereunder, engage third-party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. The Agency shall supervise such services and endeavor to guard against any loss to the Company as the result of the failure of Subcontractors to properly execute their commitments, but the Agency shall not be responsible for their failure, acts, or omissions, except where such failure, acts or omissions are due to Agency’s negligence or willful misconduct. If the Company enters into arrangements with third-party vendors, subcontractors, or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that the Agency utilizes such Preferred Suppliers in the discharge of the Agency’s obligations hereunder, The Company remains solely responsible for such Preferred Suppliers.

1.2 Duties

1.2.1 Duties. The Agency shall render the following services:

  • Oversee the company’s promotion and advertising efforts to drive sales and build brand awareness and collaborate with other agencies to make high-level decisions regarding the budget and the direction of the company.
  • Review current marketing trends and advertisements to determine the effectiveness of different styles and strategies and analyze sales numbers compared to the marketing budget to find the profit margin and which campaigns were most effective.
  • Work with both the administration and flight training departments to develop successful strategies and campaigns that attract new customers and keep current clients
  • Research competitors to stay current with comparable products or services on the market to create and maintain a successful brand and image that attracts customers.
  • Develop an overall marketing plan, approve, and execute campaigns, well as measure the return on investment of various advertising methods and company events.
  • Develop the Company employee guides, bylaws, and handbooks to promote a unified and professional workplace culture via ethical codes, standards, and uniforms.
  • Develop and promote the Company assets including but not limited to Company Website, Facebook & LinkedIn pages, Instagram & Twitter profiles, YouTube & Udemy channels, Email services, and/or any other marketing-related channels or accounts.
  • Train Company’s employees and personnel to advance the marketing objectives of the Company and become Company assets to further Company’s brand cause.

1.3 Status

1.3.1 Status. The Agency, under the code of the Internal Revenue Service (IRS), is an independent contractor, and neither the Agency’s employees nor contract personnel are, or shall be deemed, the Company’s employees. In its capacity as an independent contractor, Agency agrees and represents:

  • Agency has the right to perform services for others during the term of this Agreement.
  • Agency has the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed.
  • The Agency shall select the starting and ending times, days of work, and the order the work is performed.
  • Agency has the right to hire an assistant(s) as subcontractors or to use employees to provide the Services required under this Agreement.
  • Neither Agency nor the Agency’s employees or personnel shall be required to wear any uniforms provided by the Company.
  • The Services required by this Agreement shall be performed by the Agency, Agency’s employees, or personnel, and the Company will not hire, supervise, or pay assistants to help the Agency.
  • Neither Agency nor Agency’s employees or personnel shall receive any training from the Company in the professional skills necessary to perform the Services required by this Agreement. And,
  • Neither the Agency nor Agency’s employees or personnel shall be required by the Agency to devote full-time to the performance of the Services required by this Agreement.

1.4 Acceptance

1.4.1 Recognition. The Agency hereby accepts such employment and agrees to render such services. The Agency agrees that they will act by this Agreement and with the best interests of the Company in mind, which may or may not require them to present the best of their skills, experience, and talents, to perform all the duties required of the position. In performing the duties and responsibilities of their position, the Agency agrees to adhere to all policies, procedures, rules, and regulations, as administered by the Company. In addition, the Agency agrees to abide by all local, county, State, and Federal laws while employed by the Company.

1.5 Term of Employment

1.5.1 Term. The term of the Agency’s employment under this Agreement (the “Term”) shall begin on the payment date and shall end on the first day of the following calendar month, subject to the provisions of Article 4 of this Agreement providing for earlier termination of the Agency’s employment in certain circumstances.

3. Compensation, Payments, Reimbursements, and Benefits

3.1 Compensation

3.1.1 Management Fee. As compensation for all marketing services to be rendered under this Agreement to or at the request of the Company, the Company agrees to pay Agency at the previously rate agreed per monthly pay period. The Agency hereby shall reserve the right to renegotiate the Fee hereinabove as compensation for all services to be rendered under this Agreement semi-annually over the initial term of this Agreement. The Compensation set forth hereinabove shall be payable by Section 3.2 Payments of this Agreement.

3.1.2 Instruction Fee. Additionally, as compensation for introductory flight services to be rendered under extracurricular duties of this agreement or at the request of the Company, the Company agrees to pay Agency’s employees or representatives at the previously agreed rate. The Agency shall waive flight instruction pays for as long as the Agency finds the service necessary to execute the objectives of duties under this agreement. The Compensation set forth hereinabove shall be payable by Section 3.2 Payments of this Agreement.

3.1.3 Commission. As compensation for all services to be rendered under this Agreement to or at the request of the Company, the Company agrees to pay Agency a commission at the previously agreed rate per new Customer/Client/Student per Program sign-up, with no ceiling limit. The Compensation set forth hereinabove shall be payable by Section 3.2 Payments of this Agreement.

3.1.4 Performance-Based Reward. As compensation for the quality and performance of the services rendered under the terms of this agreement, the Company agrees to pay Agency  a performance-based compensation based on the previously agreed schedule.

3.1.5 Stock Option. As compensation for all services to be rendered under this Agreement to or at the request of the Company, the Agency shall be eligible for the stock option grants. An initial offering shall be granted to the Agency for the right to receive and own an aggregate of a previously agreed shares of the Company’s common stock including companies, programs, and any subsidiaries under the Company free from any additional cost or purchase required. Such offering shall vest semi-annually over the initial term of this Agreement up to the ceiling limit of 20% of total stock shares with the first installment due on a previously agreed date.

3.2 Payments

3.2.1 Schedule. The Compensation set forth herein above shall be payable in advance every month with each payment due on the 1st day of each month. All payments hereunder shall be subject to the provisions of Article 4 hereof.

3.2.2 Method. The Compensation set forth herein above shall be payable in full by Cash, Check, or Direct Deposit. All checks are to be written to the name InteLegion, LLC.

3.3 Reimbursements

3.3.1 Reimbursements. Company shall pay or reimburse Agency for all necessary and reasonable expenses incurred or paid by Agency in connection with the performance of services under this Agreement upon presentation of expense statements or vouchers or such other supporting information as it from time-to-time requests evidencing the nature of the such expense, and, if appropriate, the payment thereof by Agency, and otherwise by Company procedures from time to time in effect. The Company will be required to pay the Agency within thirty (30) days of any Expense after receiving an itemized expense statement from the Agency.

3.4 Benefits

3.4.1 Benefits. The Agency understands and agrees that they are solely responsible for shall be liable for all benefits that are provided to its employees, including but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.

3.4.2 Unemployment Compensation. The Agency shall be solely responsible for the unemployment compensation payments on behalf of its employees and personnel. The Agency shall not be entitled to unemployment compensation in connection with the Services performed under this Agreement.

3.4.3 Workers’ Compensation. The Agency shall be responsible for providing all workers’ compensation insurance on behalf of their employees. If the Agency hires employees to perform any work under this Agreement, the Agency agrees to grant workers’ compensation coverage to the extent required by law. Upon request by the Client, the Agency must provide certificates proving workers’ compensation insurance at any time during the performance of the Service.

3.5 Refunds

3.5.1 No Refund Policy. All fees relating to Paid Services, including the initial fees, management fees, performance-based rewards, and any subsequent automatic renewal fees described above, are non-refundable. If the Company initiates a chargeback or otherwise reverses a payment made, the Agency may at its discretion cancel Paid Services immediately. If the Agency successfully disputes the reversal, and the reversed funds are returned to the Agency, the Company is not entitled to a refund or to have their Paid Services reinstated.

4. Termination

4.1 Severance

If during the term of this Agreement, the Company terminates the Agency’s Employment for any reason other than Cause, or if the Agency voluntarily resigns following a Constructive Termination, (collectively, a “Termination Event”), then the Company shall pay the Agency their Base Compensation for the remaining period of the then-current term of this Agreement, but not more than six (6) months. Such Base Compensation shall be paid as a lump sum within thirty (30) days after the Termination Event.

4.2 Stock Options

Concerning all stock options in the Company granted to the Agency before the effective date of the Termination Event, several option shares equal to the number of months for which the Agency is entitled to receive severance pay will become immediately vested, not subject to repurchase, and not subject to assumption, assignment or replacement by the Company or its successors.

4.3 Specified Cause

Company may at any time during the Term, by notice, terminate the employment of Agency for malfeasance, misfeasance, or nonfeasance in connection with the performance of Agency’s duties, the cause to be specified in the notice of termination. Without limiting the generality of the foregoing, the following acts during the Term shall constitute grounds for termination of employment hereunder:

4.3.1 Failure to meet standards of duty and/or reasonably negotiated monthly performance goals as set by the two parties at the beginning of each month,

4.3.2 Any willful and intentional act having the effect of injuring the reputation, business, or business relationships of the Company or its affiliates,

4.3.3 Conviction of or entering a plea of nolo contendere to a charge of a felony or a misdemeanor involving moral turpitude,

4.3.4 Material breach of covenants contained in this Agreement, and

4.3.5 Repeated or continuous failure, neglect, or refusal to perform Agency’s duties hereunder.

5. Confidentiality, Ownership, and Warranties

5.1 Confidentiality

The Agency acknowledged that it will be necessary for the Company to disclose certain confidential and proprietary information to the Agency for the Agency to perform its duties under this Agreement.

5.1.1 The Agency acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the Company. Accordingly, the Agency will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Company without the Company’s prior written permission except to the extent necessary to perform Services on the Company’s behalf. Proprietary or confidential information includes, but is not limited to

  1. The written, printed, graphic, or electronically recorded materials are furnished by the Company for Agency.
  2. Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that the Company makes reasonable efforts to maintain the secrecy of business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information. And,
  3. Information belonging to customers and suppliers of the Company about whom the Agency gained knowledge as a result of the Agency’s Services to the Company.

5.1.2 Upon termination of the Agency’s Services to the Company, or at the Company’s request, the Agency shall deliver all materials to the Companys in the Agency’s possession relating to the Company’s business.

5.2 Proprietary Information

5.2.1 Definition. Proprietary information, under this Agreement, shall include the production of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables relating to flight instruction, aircraft rentals, and aviation training will be the sole property of the Company. Agency as a result of this assigns to the Company all rights, titles, and interests therein, including but not limited to all audiovisual, literary, and moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. Agency retains no right to use the Work Product and agrees not to challenge the validity of the Company’s ownership in the Work Product.

5.2.2 Ownership. Agency assigns to the Company all right, titles, and interests in any photographic images and videos, or audio recordings made by the Agency during Agency’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and The Company will be entitled to use Agency’s name or likeness in advertising and other materials. Similarly, The Agency will be entitled to use Company’s name or likeness in advertising and other materials.

5.3 Warranties

5.3.1 Warranties. The Agency represents and warrants that (i) the Services provided hereunder will be performed professionally, and (ii) any software, hardware, websites, web-based or technology-related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than the Agency or its Subcontractors at the time of such change, any abuse or misuse of Services by the Company, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.

5.3.2. DISCLAIMER OF WARRANTIES. EXCEPT AS OUTLINED IN THIS AGREEMENT, SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” basis, AND THE AGENCY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.3.3 THIRD PARTY DISCLAIMER. THE AGENCY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CONCERNING ANY THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

5.3.4 LIMITATIONS OF LIABILITY. EXCLUDING INDEMNIFICATION OBLIGATIONS OR DAMAGES ARISING FROM BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS (excluding direct damages for Aquarius’s anticipated fees), BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, NOR SHALL AQUARIUS’S AGGREGATE LIABILITY FOR ANY OTHER DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE REVENUE PAID BY CLIENT TO AQUARIUS FOLLOWING THE APPLICABLE SOW.

6. Successors

6.1 Company’s Successors

This Agreement shall be binding upon any successor (direct or indirect and by purchase, lease, merger, consolidation, liquidation, or otherwise) to all or substantially all the Company’s business and assets. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and assets that become bound by this Agreement.

6.2 Agency’s Successors

This Agreement and all rights of the Agency hereunder shall inure to the benefit of, and be enforceable by, the Agency’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

7. Provisions

7.1 No Partnership

This Agreement does not create a partnership relationship between the Company and the Agency. Unless otherwise directed, the Agency shall have no authority to enter contracts on the Company’s behalf or represent the Company in any legal manner.

7.2 Notice

Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by the U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Agency, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

7.3 Modifications and Waivers

No provision of this Agreement shall be modified, waived, or discharged unless the modification, waiver, or discharge is agreed to in writing and signed by the Agency and by an authorized officer of the Company (other than the Agency). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

7.4 Tax Withholding

Because of the Agency’s relationship with the Company as an independent contractor, all sums required to be paid by the Company to the Agency shall be paid in full, without reduction for any withholding taxes, employers’ taxes, social security taxes, payments, or contributions, and similar employer withholdings, deductions, and payments. The Agency acknowledges and agrees that the Agency shall be solely responsible for making all such filings and payments, shall consult its advisor(s) concerning such filings and payments, and shall indemnify and hold harmless the Company for any liability, claim an expense or other cost incurred by the Company arising out of or related to the obligations of the Agency.

7.5 Whole Agreement

This Agreement between the Company and Agency contains the entire understanding of the parties concerning the subject matter hereof. No other agreements, representations, or understandings (whether oral or written and whether express or implied) which are not expressly outlined in such agreements have been made or entered into by either party concerning the subject matter hereof.

7.6 Indemnification

To the fullest extent permitted by the indemnification provisions of the Articles of Incorporation and Bylaws of the Company in effect as of the date of this Agreement, and the indemnification provision of the laws of the jurisdiction of the Company’s incorporation in effect from time to time, the Company shall indemnify the Agency as a director, senior officer, employee, or contractor of the Company against all liabilities and reasonable expenses that may be incurred in any threatened, pending or completed action, suit or proceeding, and shall pay for the reasonable expenses incurred by the Agency in the defense of or participation in any proceeding to which the Agency is a party because it serves to the Company. The rights of the Agency under this indemnification provision shall survive the termination of employment.

7.7 Choice of Law and Severability

This Agreement is executed by the parties in the State of California and shall be interpreted by the laws of such State (except their provisions governing the choice of law). If any provision of this Agreement becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction because of the scope, extent, or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. Should there ever occur any conflict between any provision contained in this Agreement and any present or future statute, law, ordinance, or regulation contrary to which the parties have no legal right to contract, then the latter shall prevail, but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it into compliance with applicable law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.

7.8 Arbitration

Any controversy or claim arising out of or relating to this Agreement or the breach thereof, or the Agency’s Employment or the termination thereof, shall be settled in Los Angeles, California, by arbitration by the National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The arbitrator’s decision shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. The Company and the Agency shall share equally all fees and expenses of the arbitrator. The Agency hereby consents to the personal jurisdiction of the state and federal courts in the State of California for any action or proceeding arising from or relating to this Agreement or any arbitration in which the parties are participants.

7.9 Representation

No representation, promise, or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, or inducement not so set forth. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.