Power Washing Terms & Conditions

By clicking the link to these CheckSammy Pressure Washing Terms and Conditions (this "Agreement") as provided to you by CheckSammy via text message and replying "Confirm", you, the legal entity seeking to perform services ("Contractor") for CheckSammy Inc., a Delaware corporation ("CheckSammy") or CheckSammy's Customers, as defined below, signify to CheckSammy that you have read, understand, and agree to be bound by the terms and conditions below (the "Terms and Conditions"). If you do not agree to the Terms and Conditions below, you may not perform services for CheckSammy or its Customers. The individual signifying acceptance of these Terms and Conditions represents and warrants that he or she has full authority to accept and bind Contractor to the Terms and Conditions below.

WHEREAS, CheckSammy provides pressure washing services (the "Services") to its customers through third-party subcontractors; and

WHEREAS, CheckSammy wishes to engage the Contractor to provide Services to CheckSammy customers (each a "Customer"), and Contractor agrees to perform the Services under the Terms and Conditions set forth herein.

NOW THEREFORE, the parties hereto agree as follows:

These Terms and Conditions are a non-exclusive written understanding between CheckSammy and Contractor and shall apply to any future request for Services and to all job orders (each a "Job Order") for the provision of Services to a specific Customer location. The issuance of one or more Job Orders subject to this Agreement shall in no way create an obligation on the part of CheckSammy to award any additional Job Orders. There are no representations that any minimum amount of Services or Job Orders will be assigned to Contractor. By accepting these Terms and Conditions, Contractor certifies that there are no agreements that have been made with outside parties that will in any way conflict with this Agreement.

Contractor shall perform all work and furnish all necessary labor, materials, equipment, tools, supplies, supervision and any and all things necessary to perform the "Scope of Work" which shall be provided to Contractor upon acceptance of these Terms and/or any Job Order.

CheckSammy hereby agrees and acknowledges that Contractor shall perform the Services hereunder through Contractor's network of third-party subcontractors (each, a "Subcontractor"). Contractor shall cause its Subcontractors to perform in accordance with these Terms and Conditions. Contractor shall at all times remain liable for the Services provided by any Subcontractor under these Terms and Conditions and shall indemnify, defend, and hold harmless CheckSammy and any Customer for the failure of any Subcontractor to comply with these Terms and Conditions.

These Terms and Conditions shall continue to be in effect so long as Contractor is performing Services (the "Term"), provided that all Terms and Conditions provided herein which are intended to survive shall survive termination of the Services.

Contractors providing any type of Service to a CheckSammy Customer must have a W-9 and any applicable professional licenses on file with CheckSammy. Additionally, Contractors (and their Subcontractors) must have a current certificate of insurance on file with CheckSammy for general liability, auto liability, excess liability if applicable, and workers' compensation which shall meet or exceed the requirements provided in Exhibit A – Contractor Insurance Requirements. Additional coverage may be required if deemed appropriate by the scope of service or if required by the Customer. All coverage shall be primary and non-contributory. Prior to starting any work or to the provision of services, the following parties must be added to the general liability policy as an additional insured: CheckSammy, their affiliates, and the Customer to receive Services. Contractor waives all rights and claims against CheckSammy and the Customer for damages that are covered by the insurance as provided herein or other insurance that applies to the work and/or services/materials supplied. The certificate of insurance must remain current and any lapse in coverage will result in the termination of future services.

Subject to Section 7 (Billing Procedures), CheckSammy will pay the Contractor the fees as agreed (prior to commencement of the Services) following (i) Contractor's completion of the Services set forth in the Job Order, and (ii) CheckSammy's completion of an audit of the Services revealing no deficiencies. Contractor shall furnish, at its sole cost and expense, all tools, equipment, materials and supplies that are necessary or appropriate to provide the Services and shall be responsible for all other fees, costs and expenses associated with performance of the Services. Contractor shall be solely responsible for the costs to obtain all applicable permits, and all license fees, inspection fees, taxes, county, franchise, state, federal, tariff or any other non-sales tax, fees or surcharges of any government authority that may become due and payable as a result of the provision of the Services by Contractor. Once the Services for a given Job Order are agreed to, Contractor shall not increase the fees for such Services without prior written approval from CheckSammy. CheckSammy has no obligation to pay for any unauthorized Services or unauthorized fee increases.

Contractor shall submit requested information and all documentation within three (3) days after completing any Services in a format acceptable to CheckSammy. CheckSammy reserves the right to require that Contractor provide additional information regarding the Services performed and shall not be required to tender payment until such time as the information has been provided and the audit is complete. CheckSammy shall have no obligation to pay for Services unless Contractor submits the requested information to Checksammy no later than 30 days after the performance of the Services. Unless Contractor is not otherwise required by CheckSammy to submit an invoice, all invoices must be submitted within 15 days after the last day of the month in which the Services are performed; each invoice must be accompanied by all applicable supporting documentation for the Services rendered. CheckSammy will pay Contractor within 30 days after the date that CheckSammy receives an invoice; provided, that documentation and the invoice have been properly submitted.

CheckSammy reserves the right to withhold or deduct amounts which would otherwise be due to Contractor in order to compensate the Customer and/or CheckSammy for and inconvenience or costs incurred by the Customer or CheckSammy for which Contractor may be responsible. CheckSammy also has the right to withhold or set off amounts of invoices that may be under dispute. Appropriate adjustments shall be made when such disputes are resolved and exact amounts owed are determined.

Contractor agrees to provide Services in a prompt and diligent manner, in accordance with any directives and/or schedules provided to Contractor by CheckSammy, which may be revised as necessary during the Term at the sole discretion of CheckSammy. CheckSammy reserves the right to request that Contractor submit a detailed schedule for performance of Services. CheckSammy may, at its sole discretion, direct Contractor to make reasonable modifications and revisions to the schedule. Contractor shall not be entitled to additional compensation for compliance with reasonable requests for modification or revision to the schedule by CheckSammy. If there are specific Service delivery dates attached as an exhibit to this Agreement or any Job Order, failure on the part of the Contractor to render Services in compliance with said schedule shall constitute a breach of this Agreement and shall be subject to remedies as described in Section 19 of this Agreement.

Contractor agrees to indemnify and hold harmless CheckSammy, their officers, agents, employees, affiliates, and Customers from and against any and all liabilities, obligations, penalties, claims, actions, suits, damages, expenses, and losses of any kind, including but not limited to defense costs and attorney's fees, arising out of, relating to, or resulting from any material breach of these Terms by the Contractor, its employees, agents or Subcontractors; performance of work at a Customer location by Contractor, its employees, agents or Subcontractors; any injury to agents, Subcontractors or employees of Contractor arising out of or in the course of their work at the Customer's location; or an claim arising out of the mishandling or improper disposal of the items collected by the Contractor, its employees, agents, or Subcontractors. Contractor's indemnity obligation shall survive termination of this Agreement, Contractor's completion of all work or Services supplied, and payment in full of all sums due to Contractor. Notwithstanding anything in this Agreement to the contrary, and under no circumstances shall Customer or CheckSammy be liable to Contractor or any other reasonable person or entity for special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage, or exemplary or punitive damages.

Contractor shall at all times maintain and enforce a drug and alcohol policy with its employees and Subcontractors that is no less stringent than required by the U.S. Department of Transportation ("USDOT") regulations, and or other applicable State or Federal Law. Contractor, its Subcontractors, and their employees shall comply with all safety and health laws and standards required by applicable law as well as industry standards, including, without limitation, USDOT regulations. Contractor will ensure that all background checks have been satisfactorily completed pursuant to applicable state and federal law. Background checks include, without limitation, background checks, I-9 verification, and drug testing. Any violation by Contractor and/or its Subcontractors will be considered a material breach of this Agreement. Contractor agrees to exercise due diligence in not placing any employees, laborers, or Subcontractors to perform Services who may have a history of criminal convictions or deferred-adjudication or pose a potential threat or risk of injury to residents and others within any Customer location which may be a residential dwelling. Unacceptable criminal history might include, but is not limited to, such crimes as a felony, theft, domestic abuse conviction, crime of moral turpitude, rape, molestation, sexual assault, indecent exposure, indecency with a child, murder or kidnapping and includes persons who are registered sex offenders.

(a) Contractor shall perform all power washing Services in compliance with all applicable federal, state, and local laws, regulations, ordinances, and permits governing water use, wastewater capture, and discharge, including, without limitation, the federal Clean Water Act, U.S. Environmental Protection Agency ("EPA") regulations, and all state and municipal stormwater and sanitary sewer requirements in effect where the Services are performed.

(b) Unless expressly authorized by applicable law and the relevant local authority, Contractor shall capture, contain, and reclaim all wash water, rinse water, and runoff generated in the performance of the Services and shall prevent any such water, together with any associated chemicals, detergents, oils, solids, or other contaminants, from entering storm drains, gutters, surface waters, or adjacent properties. Contractor shall use appropriate berms, mats, vacuums, filtration, or other reclamation equipment sufficient to meet the requirements of this Section.

(c) Contractor shall dispose of all reclaimed water and residues only at facilities and through methods permitted by applicable law, and shall obtain and maintain any permits or approvals required for such collection, transport, and disposal. Upon CheckSammy's request, Contractor shall provide documentation evidencing compliant disposal.

(d) Contractor shall indemnify, defend, and hold harmless CheckSammy and its Customers from and against any fines, penalties, claims, losses, or costs (including reasonable attorneys' fees) arising out of Contractor's failure to comply with this Section. Any violation of this Section shall constitute a material breach of these Terms.

Contractor assumes all responsibility for the actions of its personnel, including employees, agents and Subcontractors, while performing Services under this Agreement, and Contractor shall be fully responsible for the supervision, payment of salary (including withholding of taxes) and any other compensation or benefits to be paid to or on behalf of their personnel, including employees, agents and Subcontractors. Contractor is responsible for its own materials, tools, equipment, etc. used in provision of the Service. Contractor may not hire a Subcontractor for the performance of any part of the Services without the prior written consent of CheckSammy. Should such consent by given, Contractor remains solely responsible for paying Subcontractors any amounts due to them. Contractor agrees that it will not permit any mechanic's, laborer's or materialmen's lien to be filed against the Customer for any labor or material furnished in connection with the provision of the Services. Should any such lien be filed, Contractor shall within ten (10) days after notice from CheckSammy (or lienor if notice is first received from lienor) either pay the lien, or contest the validity or amount of any such lien or claimed lien but only if Contractor shall have such lien bonded off and released of record. In the event that Contractor fails to pay the lien and/or have the lien released, CheckSammy may take such action as it sees fit to discharge the lien. Contractor agrees to cooperate in whatever manner is necessary to allow CheckSammy to discharge the lien, and Contractor shall be responsible for any and all costs incurred by CheckSammy related to said lien discharge.

Contractor shall perform work tasks provided by this Agreement, but for all intents and purposes Contractor shall be an independent contractor and not an agent or employee of CheckSammy. In addition to, and without limiting in any manner, the requirements set forth in this Agreement, Contractor assumes full responsibility for payment of all taxes, including unemployment, social security, payroll taxes, federal, state and local taxes, arising out of Contractor's activities under this Agreement and, except as provided contrary in this Agreement, nothing herein will be deemed to create any other relationship between the parties including, without limitation, a partnership relation, an agency relation or an employer/employee relation. There are no third-party beneficiaries, actual or intended, pursuant to this Agreement.

Contractor agrees to perform the Services to the highest standards of its industry for the type of work set forth in this Agreement, the Scope of Work, and any Job Order. Employees, agents or sub-contractors of the Contractor agree to conduct themselves in a professional and ethical manner in all dealings with CheckSammy, its agents and employees, and Customers. Contractor warrants that all personnel engaged in provision of the Services shall be qualified to perform the Services and shall be properly licensed and/or otherwise authorized to perform said work in compliance with any and all applicable laws.

The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/it has the authority to execute this Agreement and to bind Contractor to the performance of its obligations hereunder.

The laws of the State of Texas will govern any dispute, claim, or controversy arising from or in relation to this Agreement or the Services performed thereunder. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

In any action arising out of or related to the Contractor's work, Services or to this Agreement, the successful party shall be entitled to recover all costs of such action, including but not limited to reasonable attorneys' fees, expert witness, and consulting fees, court costs and prejudgment interest from the date of the loss.

CheckSammy retains the right to terminate this Agreement for any reason or for no reason, with or without cause, prior to the commencement of the Services to be performed and pursuant to any Job Order upon notice to the Contractor. Upon such termination, Contractor shall comply with any termination instructions provided by CheckSammy and shall be entitled to receive payment for work actually performed up to the date of termination. Contractor shall not be entitled to any penalty, recovery of lost profit or unabsorbed overhead in connection with work not actually performed or future work.

If Contractor shall at any time (a) refuse or fail to provide the Services as detailed in the Scope of Work; (b) fail to perform the Services according to any schedule prescribed by CheckSammy; (c) cause, by action or omission, the stoppage, delay or interference with the work of CheckSammy or its employees, agents and affiliates; (d) submit a false or misleading lien or claim waiver; (e) fail to make payments to Contractor's employees, agents or Subcontractors or (f) otherwise fail to comply with the provisions of this Agreement, CheckSammy may, at its option, take such steps as are necessary to overcome or correct the condition, including:

(a) seek specific performance of Contractor's obligations under this Agreement,

(b) after twelve (12) hours following the scheduled time for Services, contract with another contractor to perform such part of the work as CheckSammy shall deem necessary (in which case, Contractor shall be liable for any consequential costs of engaging another Contractor),

(c) terminate this Agreement for default, or

(d) seek all other available remedies under law or in equity.

At the time of default, if the unpaid balance of any work performed by Contractor exceeds the expense incurred by the Customer and/or CheckSammy, then such excess shall be paid to Contractor. If such expense incurred shall exceed the unpaid balance, then Contractor shall, upon receipt of invoice, pay the difference to CheckSammy.

Except as provided in Section 3, Contractor shall not delegate any of its obligations pursuant to these Terms and Conditions without the prior written consent of CheckSammy. Contractor may not sell, assign or otherwise transfer or dispose of its rights under these Terms, by operation of law or otherwise, without the prior written consent of CheckSammy. CheckSammy may sell, assign or otherwise transfer or dispose of its rights under these Terms and Conditions without the consent of the Contractor. Subject to the foregoing, these Terms and Conditions shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties.

Each party hereto shall keep strictly confidential and not disclose to any third party any information concerning the business practices and affairs of the other party hereto (including but not limited to Customer names and addresses, details regarding the Services, or pricing components and strategies) that the non-disclosing party may learn as a result of these Terms. Any correspondence or discussions between Contractor and any Customer, whether written, oral or electronic, in reference to payments, pricing, terms, service problems, shut-offs, or the like, will constitute a material breach of these Terms. Each party may enforce this paragraph by injunction or specific performance, in addition to any other rights to which such party may be entitled at law or in equity. The foregoing restrictions do not apply to any information that: (i) is in or enters the public domain, through no wrongdoing of Contractor or any third party; (ii) has been disclosed to Contractor by a third party who is not subject to such restriction and who has not directly or indirectly received such information through the wrongdoing of any third party; or (iii) is independently developed or known by Contractor without use of or reference to any CheckSammy files or documents. The terms of this paragraph will survive for five years following any termination of these Terms and Conditions; provided, however, that to the extent any of the confidentiality obligations in this paragraph pertain to trade secrets, such obligations will survive indefinitely. Neither party shall be liable for disclosure of the disclosing party's Confidential Information if made in response to a valid order of a court or authorized agency of government or otherwise as required by law, rule or regulation, including without limitation, as necessary to comply with applicable securities regulations; provided that the recipient provides reasonable notice to the disclosing party so that the disclosing party may seek to prevent or limit such disclosure, or to obtain confidential treatment for such disclosure.

Both parties acknowledge that any use or disclosure of the other party's Confidential Information in any manner inconsistent with the provisions of this Agreement may cause the non-disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the non-disclosing party shall be entitled to seek from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to appropriate remedies.

(a) During the Term and for a period of six months after the termination or expiration of these Terms and Conditions, in any state where Contractor performs Services for CheckSammy, Contractor will not either directly or indirectly (i) solicit or divert any business, clients suppliers, or Customers away from CheckSammy or CheckSammy's affiliates; (ii) induce Customers, clients, suppliers, agents or other persons under contract or otherwise associated or doing business with CheckSammy or its subsidiaries and affiliates to reduce or alter any such association or business with CheckSammy or its affiliates; or (iii) solicit any person working as an employee or contractor of CheckSammy or its affiliates with whom Contractor has had substantial dealings during the Term to (A) terminate or alter such employment or contractor relationship; (B) accept employment, or enter into any contractor arrangement, with any person other than CheckSammy or its affiliates; or (C) to do any act that is inconsistent with the interests of CheckSammy or any of its affiliates; or (D) perform any services for any Customer outside of Contractor's obligations under these Terms and Conditions.

(b) Nothing herein shall prohibit Contractor from discussing employment with or hiring any past or present employee or contractor of CheckSammy or its affiliates if such person has responded only to general employment solicitations or advertisements of Contractor, or if such person's employment or contract with CheckSammy or its Affiliates has been terminated for 30 days or more. Contractor acknowledges and agrees that the names of CheckSammy's Customers are part of a confidential list that is a trade secret of CheckSammy. Contractor acknowledges that this Section 22 is an essential inducement for CheckSammy to execute and deliver these Terms and Conditions and that the restrictions on Contractor in this Section 22 are reasonable. CheckSammy may enforce this paragraph by injunction or specific performance, in addition to any other rights to which such party may be entitled at law or in equity.

Except as otherwise specified in these Terms and Conditions, all notices, demands and other communications to be given or delivered under or by reason of the provisions of these Terms and Conditions shall be in writing and will be deemed to have been given (a) when personally delivered; (b) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery; (c) three business days after being sent by registered or certified mail or (iv) if sent by electronic mail during the recipient's normal business hours, and if not sent during normal business hours, then on the recipient's next business day. Notices, demands and communications mailed to CheckSammy shall be sent to CheckSammy Inc., 15851 Dallas Parkway, Suite 900, Dallas, TX 75001 and to Contractor, at either the email address, phone number, or the last address on file with the Company, unless another address is specified in writing for notice purposes. Contractor agrees to keep CheckSammy informed at all times of Contractor's current address.

Each of the parties hereto will not make any oral, written, or other statement that disparages the other or any of the other's agents, owners, directors, officers, employees, representatives, successors, or assigns, if any, or impedes or damages the other's ability to do business. Nothing in this paragraph prohibits statements that are required by law. The obligations under this paragraph remain in effect during the Term and for a period of two years after these Terms and Conditions expire or terminate for any reason, whether by expiration of the Terms and Conditions or otherwise.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by CheckSammy.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party to any breach of the provisions of this Agreement shall not constitute a waiver of any subsequent breach or violation of any provision of this Agreement.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.

Upon election of CheckSammy, this Agreement may be signed electronically by either or both parties, and such electronic signature is recognized as binding to the same extent and in the same manner as a non-electronic signature.

During the Term and for a period of three years thereafter, or longer if required by any customer services agreement with CheckSammy ("Audit Period"), Contractor shall keep true, complete and accurate books and records of all of the Services provided by Contractor under these Terms and Conditions, including supporting documentation with respect to all of fees paid hereunder (the "Records"). CheckSammy shall have the right to inspect and audit the Records, the Services, and Contractor's and any Subcontractor's compliance with any performance obligation under these Terms and Conditions at any time during the Audit Period, during normal business hours, upon advance notice to Contractor. If, after conducting an inspection and audit pursuant to this paragraph, CheckSammy determines that it has paid Contractor an amount which is in excess of the amount required to be paid pursuant to these Terms and Conditions, Contractor shall, within ten days of notice of such overpayment, pay to CheckSammy the full amount of such overpayment. If, as a result of any inspection and audit, CheckSammy discovers that any overpayment for any invoice was in excess of 5% of the amount that should have been billed to CheckSammy, Contractor shall reimburse CheckSammy for all of its fees and expenses, including the fees and expenses of any accountants or legal advisors, that may be incurred in connection with such inspection and audit. If, as a result of any inspection and audit, CheckSammy or Contractor discovers that CheckSammy underpaid Contractor in aggregate for Services rendered to CheckSammy in excess of 5% of the amount that should have been paid by CheckSammy (net of any amounts overbilled to CheckSammy), CheckSammy shall reimburse Contractor for all fees and expenses, including the fees and expenses of any accountants or legal advisors, that may be incurred in connection with such inspection and audit. Any undisputed amounts due to a party hereunder related to such an audit shall be paid promptly upon a party's receipt of an invoice therefor.

CheckSammy may from time to time vary, amend or replace these Terms and Conditions and the latest terms and conditions will be posted on CheckSammy's "Website" with any changes taking effect from the date that changes are posted on the Website (all such changes referred to herein as an "Update"). Such Updates shall be effective for all Service requests or Job Orders between CheckSammy and the Contractor after the date of posting.

These Terms and Conditions (including all exhibits and any Updates) and any subsequent Job Orders (collectively the "Documents") sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements of the parties, whether oral or written. In the event of any conflict between the Documents, the order of precedence shall be these Terms and Conditions and the Job Order.

Each party expressly acknowledges that it has had sufficient opportunity to consult with and receive the advice of an attorney concerning all portions of these Terms and Conditions. Therefore, each party acknowledges that it has freely and voluntarily agreed to these Terms and Conditions. By signing below each party acknowledges receipt and agreement to the above Terms and Conditions. Contractor understands that the violation of any Terms and Conditions of this Agreement will result in the termination of approval to perform work for CheckSammy, its agents or employees.