Nature of the Website
TNI Telecom is a IT Field support services company that has created a proprietary electronic Website to connect Users. The TNI Telecom Website is a venue that creates efficiencies in managing and delivering IT and services by allowing Users to match their respective needs. The initial User that creates an account on the TNI Telecom Website (“Account”) is initially designated as the administrator of such Account (“Administrator”). Such Administrator may invite or add additional Users who are his/her or his/her organization’s employees reported to the Internal Revenue Service (IRS) on Form W-2/1099-Misc (“Internal Users”) to such Account and assign such Internal Users various roles and permissions within such Account. The User profiles of such Administrator and any applicable Internal Users are grouped together in the applicable Account. No User may have a profile in more than one Account. TNI Telecom is a IT field service company providing services through Independent Field Technician and only employ 1099 Independent contractor, does not employ any W2 Field Technicians in any country. Field Technicians that provide services to Clients are doing so as independent contractors in the country where the Field Technician is domiciled. No Field Technician will perform services through the TNI Telecom Website outside of the country where that Field Technician is domiciled. TNI Telecom solely provides the TNI Telecom Website to all Users and is not a party to any interactions between a Client and a Field Technician.
Eligibility, Representations and Warranties
By registering to use, and by using the TNI Telecom Website, you represent, warrant, and covenant that
- you (if you are an individual) are at least 18 years of age, can form legally-binding contracts, and (if applicable) are the authorized representative of the entity that is entering into this Agreement;
- your agreement to and performance under this Agreement, including any Assignments (as defined below) that you accept, do not and will not violate any other agreement to which you are a party;
- you will only register to use, and use the TNI Telecom Website, for the intended uses of the TNI Telecom Website described herein;
- you will not directly or indirectly solicit, recruit or engage as employees or contractors any Clients, Field Technicians, or other User’s Internal Users, including by using any other electronic Website that seeks to connect independent contractors with companies or individuals looking to hire independent contractors;
- you will not contact or solicit any User for the purpose of circumventing the services available through the TNI Telecom Website for the duration such User is registered on the TNI Telecom Website and for a period of two years thereafter;
- you will pay TNI Telecom a fee of 25% of the first-year annual salary of any person that you hire as a full-time employee that you were introduced to through the TNI Telecom Website;
- you have and will maintain, at all times, adequate insurance coverage (including general liability coverage and workers’ compensation coverage) as required by applicable law in the appropriate jurisdictions;
- you possess the skill sets, experience, and expertise and, if you are an individual, the good character, described in your User profile;
- if you accept an Assignment, from another company on the TNI Telecom Website, you are performing that work as an independent contractor;
- you are free from control and direction when performing an Assignment;
- you are customarily engage in an independently established trade, occupation or business that is similar to the service you provide in an Assignment.
TNI Telecom shall have the right to terminate your ability to access and use the TNI Telecom Website, including closing your Account, for any reason or no reason, at any time without notice.
At your request, TNI Telecom will close your Account by disabling all future use of such Account. However, you understand and agree that TNI Telecom may retain any information associated with your Account to the extent that TNI Telecom is required to retain such information as required by applicable law or to report such information to third parties, including law enforcement authorities or other federal, state, municipal, provincial, territorial or local taxing authority.
Proprietary Website and Intellectual Property Rights
The TNI Telecom Website is proprietary to TNI Telecom. Except with respect to User Content, as between you and TNI Telecom, TNI Telecom has sole and complete ownership of the TNI Telecom Website, all content thereon and all intellectual property rights therein. As such, you will not (1) create or operate any Website, site or business that is based in whole or in part on the processes or content on the TNI Telecom Website, without the prior written consent of TNI Telecom; (2) copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display, or post on any other website any content from the TNI Telecom Website without prior written consent from TNI Telecom; (3) reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish, or sell in any form or by any means, in whole or in part, the TNI Telecom Website; or (4) injure the TNI Telecom Website in any way, including through the creation or deployment of any virus or corrupted data or copying the TNI Telecom website or hindering the functioning of the TNI Telecom Website. Subject to your agreement with and continued compliance with this Agreement, TNI Telecom hereby grants you a limited, non-exclusive, revocable, non-transferable license to use and access the portions of the TNI Telecom Website that you are authorized and eligible to use and access. This limited license is revocable by TNI Telecom at any time without notice and with or without cause. All rights not expressly granted by the TNI Telecom are reserved.
You hereby grant TNI Telecom a non-exclusive, worldwide, transferable, fully-paid, royalty-free, perpetual, irrevocable right and license (with the right to sublicense), through all media now known or hereafter created, to use, access, view, listen to, copy, modify, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and archive your Content for any purpose in connection with the TNI Telecom Website. TNI Telecom has the right to use all data that does not personally identify and/or cannot be combined with readily available information to identify an individual User to TNI Telecom for research and marketing, product enhancement and statistical analysis. TNI Telecom has the right to access your location via your mobile device and provide such information to other Users of the TNI Telecom Website.
TNI Telecom has the right, but not the obligation, to edit, modify, refuse to post, reject, eliminate or remove any information existing on or transmitted to the TNI Telecom Website that it, in its sole discretion, believes (1) is unacceptable or in violation of this Agreement, (2) may create liability for TNI Telecom or its Users, or (3) may cause TNI Telecom to be in breach of its agreements with third-party service providers, including its internet service providers.
TNI Telecom may share the information in your account with any other User who has added you to their network on TNI Telecom.
Third Party VendorsAs a service to its Users, the TNI Telecom Website includes links to vendors that provide consumer reports, business reports, background checks, insurance, credit scores, and/or drug testing, which a User may, in his or her sole discretion and at his or her sole expense, elect to acquire and include in his or her User profile. If you use the services offered by such vendors, you agree to comply with all applicable law, including the Fair Credit Reporting Act. TNI Telecom does not require such information with respect to any User, and all such information included in User profiles is self-reported. TNI Telecom expressly disclaims any liability for the accuracy of any such information, or the relevance of any such information in connection with the TNI Telecom Website. You acknowledge and agree that such information is self-reported by the relevant User, may vary significantly from time to time, and depending upon the provider of such information, may or may not be a reliable predictor of a User’s abilities or performance. TNI Telecom expressly disclaims any and all liability for a User’s posting of such information in his or her User profile, or for any other User’s reliance on sucah self-reported User information, and you expressly release TNI Telecom for any liability associated with such posting and reliance.
TNI Telecom does not make any representations and disclaims all warranties, expressed or implied, regarding the User Content, including with respect to accuracy, legality, safety, completeness or quality thereof. TNI Telecom cannot and does not guarantee verification of each User’s identity and/or the information contained in any User profile, the suitability of any Field Technician to fulfill its obligations under an Assignment, or the ability or willingness of any Client to fulfill its obligations with respect to an Assignment including that Client’s ability to provide payment in a timely manner. Consequently, it is your responsibility to verify the identity of any other User and that User’s suitability with respect to an Assignment including such User’s ability to provide payment in a timely manner. TNI Telecom’s website may contain links to websites operated by third parties: These links are for convenience only and TNI Telecom is not responsible for their content, privacy policies nor is the link an endorsement of any linked material.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TNI TELECOM WEBSITE, ITS SERVICES, AND USER CONTENT ARE PROVIDED TO YOU AND OTHER USERS HEREUNDER “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE TNI TELECOM WEBSITE AND SERVICE RESIDES WITH YOU AND OTHER USERS. TNI TELECOM HEREBY DISCLAIMS ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Covenant Not to Sue & Limitation of Liability
You acknowledge and agree that TNI Telecom shall have no responsibility whatsoever for any actions or inactions of any User, including without limitation claims or disputes concerning the quality of a Field Technician’s work, a Client’s payment of fees and expenses, another User’s compliance with the terms of this Agreement, or any form of harm to business or equipment caused by another User. You hereby covenant that you will not, anywhere in the world, initiate or cause to be initiated against TNI Telecom, any lawsuit, cause of action, claim, or demand, whether at law or equity, that is related in whole or in part to the actions or inactions of another User IN NO EVENT WILL TNI TELECOM BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE TNI TELECOM WEBSITE OR SERVICES PROVIDED OR PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE OR OTHERWISE. YOU AGREE THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF TNI TELECOM, THAT TNI TELECOM’S LIABILITY SHALL BE LIMITED TO THE TOTAL SUM OF FEES ACTUALLY RECEIVED BY TNI TELECOM FOR THE ASSIGNMENT, AND ONLY THAT ASSIGNMENT, THAT CAUSED SUCH LIABILITY.
You will abide by all applicable laws, statutes, ordinances and regulations, including laws governing speech (e.g., defamation), copyright, personal privacy, confidentiality, discrimination and other individual rights in using the TNI Telecom Website. You may not post content on or communicate through the TNI Telecom website in violation of any applicable law, nor to require a User to violate any applicable law or agreement, including any confidentiality or non-disclosure agreement.
Fairness; Responsible Communications and Representations
The TNI Telecom Website is designed to be an interactive Website between Users. When using the TNI Telecom Website, you shall (1) conduct your business with the highest ethical standards and with fairness, and (2) treat and communicate with other Users in a respectful and professional manner. None of your communications on or through the TNI Telecom Website shall be unlawful, defamatory, threatening or harassing. You will not disclose any information concerning other Users that is not already contained in the public domain, except to the extent permitted by such other Users.
Assignments and Payments
The Client will post an Assignment with a specific payment in United States (U.S.) dollars associated with the satisfactory completion of the work stipulated in such Assignment. All such payments are stated inclusive of all sales, use, value added and similar taxes and no such tax amount shall be charged in addition to specified payments. The Client may select the Field Technicians that may view such Assignment. Any selected Field Technician may choose to accept or reject such Assignment, negotiate the payment for the work in such Assignment, or negotiate the timing and means in which the work is completed. All negotiations are between the Client and the Field Technician and do not involve TNI Telecom in any way. It is in a Field Technician’s sole discretion to accept an Assignment under terms acceptable to such Field Technician. Except as set forth below, once a Field Technician accepts, or applies and is accepted for, an Assignment, such Field Technician may not reassign the Assignment to any other person or entity, whether on the TNI Telecom Website or not and such Field Technician agrees to directly perform the work stipulated in the Assignment to the satisfaction of the Client. Once a Client engages a specific Field Technician to complete an Assignment, such Client may not engage anyone else to complete such Assignment. Notwithstanding the foregoing, a Field Technician may reassign the work if such Field Technician is an Administrator and the Administrator may reassign an accepted Assignment to an Internal User that is on its Account. TNI Telecom will act as the payment agent between the Client and the Field Technician for all Closed Assignments (where both the Field Technician and Client have agreed that the work stipulated has been done to their mutual satisfaction), whereby TNI Telecom will transfer funds for such Closed Assignments from the Client to the Field Technician. At the point of a Closed Assignment the Client is obligated to pay the Field Technician for the Closed Assignment. Both the Field Technician and TNI Telecom have the right to pursue a claim against the Client for failure to make payment on a Closed Assignment. TNI Telecom will not be responsible for payment to the applicable Field Technician in cases where Client has not made funds available to TNI Telecom in the amounts owed with respect to such Closed Assignments. Neither Client nor TNI Telecom will reimburse Field Technicians for expenses incurred while engaged in the performance of any Assignment, except for those enumerated by Field Technicians in the Assignment and agreed to by the applicable Client. Field Technicians are not considered the owner of the funds in their account that they receive from Closed Assignments until there is a validated TIN on file with TNI Telecom.
The Client agrees to pay to TNI Telecom a Fee (as defined below) for software services which TNI Telecom renders in the United States of America. A “Fee” shall be a percentage of the payment stipulated in the Assignment. Such Fee shall be earned by TNI Telecom when the Client submits payment to the Field Technician for a Closed Assignment. TNI Telecom’s standard charge to Clients is ten percent of the payment stipulated in an Assignment.
TNI Telecom reserves the right to change the Fees charged to Users at any time. TNI Telecom’s changes are effective immediately upon their inclusion in the Assignment forms. TNI Telecom may in its sole discretion change some or all of its services at any time, with or without notice. In the event that TNI Telecom introduces a new service, the fees for such service will be posted on the TNI Telecom website and effective at the launch of such service.
Assignments and Representations of Capabilities
Offers of work, issued through the TNI Telecom Website, that include a description of the services needed, a broad time when the services can be performed, a location where the services is to be rendered, in exchange for specified payment are hereinafter referred to as “ÂÂAssignmets”. Clients shall communicate Assignments in clear, simple language and with sufficient specificity to enable Field Technicians to make informed decisions about whether or not to accept the Assignment. Clients shall provide a description, instructions and attach documents where necessary, as well as scheduling location and pricing information. A Client may create a test, survey, group, Assignment or other content for Field Technicians and in which event the Client shall be responsible for ensuring that such content is lawful both in terms of substance and as administered.
Field Technicians shall provide adequate information about their capabilities to perform the Assignment requested. Field Technicians will accept only those Assignments that they are capable of completing in a timely fashion and in accordance with the Assignment specifications.
In the event that a User must cancel an Assignment, such User will contact any affected User as soon as possible. Additionally, such canceling User may be subject to a cancellation fee and/or other sanctions as determined appropriate by the User who sent the affected Assignment.
TNI Telecom provides tools that allow Users to move funds in U.S. dollars into and out of their Accounts on the TNI Telecom Website. You hereby authorize TNI Telecom to take action on your behalf in order to add or withdraw funds from the third-party accounts you provided. In order to withdraw funds you must provide a valid routing number and account number with a depository financial institution that participates in the Automated Clearinghouse (ACH) system. TNI Telecom may provide additional withdrawal methods through third parties; any fees charged by those third-party services will be the sole responsibility of the User that is withdrawing funds. If you intend to make payments using a credit card, you shall submit a credit card authorization with your initial payment. If TNI Telecom is requested or is required to return funds via credit card, you shall forgo any incurred credit card processing fees already paid to TNI Telecom. For your convenience, TNI Telecom may use this authorization to allow you to charge your card for future services. You will lose all title to funds that you have earned through the TNI Telecom Website if you have been found to violate this Agreement. TNI Telecom may restrict your ability to withdraw or add funds to your TNI Telecom Accounts at any time and for any reason. If you fund your Account or use payment services on the TNI Telecom Website, you guarantee, and assume responsibility for, the delivery of the funds to settle all applicable outstanding invoices on the TNI Telecom Website. If your funding or withdrawal requests are returned due to any error on your part, TNI Telecom may charge you $10 per day until you rectify the error.
Taxes and Reporting
You are responsible for payment and reporting of any taxes related to your usage of the TNI Telecom Website. TNI Telecom is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a completed IRS Form W-9, to be updated annually, or upon any change in the User’s tax status and/or change in the User’s name or TIN. Other Users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the Users’ tax status and are required to complete IRS Form W-8.
Users who are U.S. citizens or other U.S. persons will not be able to withdraw funds from their TNI Telecom Account unless there is an IRS Form W-9, which has been validated using the IRS Taxpayer Identification Number (TIN) Matching Program, on file with TNI Telecom. Other Users will not be able to withdraw funds from their TNI Telecom Account unless there is a validated TIN and unless they have confirmed the successful completion of IRS Form W-8. Users are responsible for all applicable taxes as purchasers or sellers of services, including any income tax, VAT, GST, HST, use tax, or any other local, state, municipal, provincial, territorial, foreign or federal tax of any kind, as well as any governmental reporting obligations thereto. Users agree to accept electronic delivery of their IRS Form 1099-MISC or any other government’s tax forms. TNI Telecom may prepare tax documents for Users from time to time in its sole discretion. Each User’s IRS Form 1099-MISC, or other tax documents will be available after its publication in the User’s Account. Users agree that TNI Telecom shall provide the information on the User’s IRS Form W-9 to any Client that has paid the User for an Assignment. TNI Telecom may also provide an annual report on the User’s taxable income generated, during the most recent calendar tax year, on the TNI Telecom Website. Once the IRS Form 1099-MISC or any other tax form is published in the User’s Account, the User may download it at any time. TNI Telecom will provide a hard copy of any User’s tax documents upon request as required under the guidelines of the appropriate taxing authority.
If the Field Technician files an incorrect unemployment claim against TNI Telecom or another User or End Customer, TNI Telecom may suspend Field Technician’s Account until such unemployment claim is dropped. If any judicial or taxing authority informs TNI Telecom of any outstanding tax liens, judgments, wage garnishments, or other such claim on the Field Technician’s earnings, TNI Telecom will turn over all funds necessary to satisfy such claims.
In certain cases, and solely at TNI Telecom’s discretion,TNI Telecom Inc, as (“TNI”) will act as the “Vendor of Record“ whereby the IRS Form 1099-MISC will be issued, under the guidelines of the appropriate taxing authority, to the Field Technician directly by TNI or its affiliates. In cases where TNI Telecom inc is the Vendor of Record, TMO will provide general liability and professional liability coverage for the work being performed and Users are prohibited from sending Assignments that involve any work that has an above average potential to cause harm to the person performing the task, including involving heavy equipment, ladders, work on elevated surfaces, hazardous material or any unsafe environment. TNI Telecom will charge an additional Fee for the Vendor or Records service. TNI Telecom reserves the right to assign the Vendor of Record service to a third party. In all other cases TNI Telecom will act as the paying agent for the Client in the Client’s engagement with the Field Technician. As paying agent, TNI Telecom may, in TNI Telecom’s sole discretion, issue the IRS Form 1099-MISC or other tax documents, under the guidelines of the appropriate taxing authority, to the Field Technician under the Client’s TIN in the appropriate taxing jurisdiction.
In the event of any dispute between you and TNI Telecom that cannot be resolved informally within 30 days after the dispute arises, the parties agree to mediation using The American Arbitration Association in Dallas,Texas, and if the parties cannot voluntarily reach agreement within 30 days after the commencement of the mediation, the parties shall consent to have the mediator decide the outcome of the dispute, which decision shall be final and binding on the parties. The Federal Arbitration Act, 9 U.S.C. §1 et seq. and the American Arbitration Association (“AAA”) Employment Arbitration Rules and Mediation Procedures shall apply to the dispute. The laws of the State of TEXAS shall govern the interpretation of this Agreement and the substantive merits of any legal dispute arising from or related to this Agreement, without regard to conflicts of law provisions. THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE TNI TELECOM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARE NOW IN EXISTENCE OR MAY ARISE IN THE FUTURE AND IN ANY WAY RELATE TO A DISPUTE WITH ONE OR MORE USERS, INCLUDING WITHOUT LIMITATION, A DISPUTE ARISING OUT OF THE USE OF THE TNI TELECOM WEBSITE OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. WHERE APPLICABLE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
To the extent permitted by law, in regards to any dispute between Users, including without limitation, disputes concerning, in whole or in part, claims related to work quality, the payment of fees and expenses, business harm or equipment damage, or compliance with the terms of this Agreement, the Users will resolve the dispute between themselves without involving TNI Telecom in any way. If the Users cannot resolve the dispute informally, they shall proceed according to the dispute resolution procedures set forth above. All Users agree that they will not seek any form of from TNI Telecom, including without limitation, subpoenas for documents or witness testimony.
Independent Contractor Status and Relationship of the Parties
All parties to this Agreement are independent contractors and not joint venturers, franchisors or franchisees, partners, employees, agents or brokers of TNI Telecom or any Clients they perform Assignments for or the recipient of the services on an Assignment (the “End Customer”). Field Technicians represent and acknowledge that they are not employees of TNI Telecom, any Client they perform Assignments for or the End Customer. Field Technicians are and shall identify themselves as independent contractors to any third party. As an independent contractor, the Field Technician represents that the Field Technician is an independently-established business which shall be treated as an independent contractor and not as an employee, partner or agent or joint venture for federal, state, municipal, provincial, territorial and local tax purposes and for all other purposes. As independent contractors, Field Technicians are solely responsible for any and all federal, state, municipal, provincial, territorial and local income tax and social security and unemployment taxes, pension plan contributions, health insurance contributions, any VAT tax, sales tax, use tax social services tax or other payroll taxes and any workers’ compensation contributions for itself and any of its employees. Field Technicians will be responsible for maintaining all records and remitting any taxes and submitting any required documentation, returns or filings to the appropriate taxing authorities. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE AS AN INDEPENDENT CONTRACTOR AND THIS IS AN ESSENTIAL TERM OF THIS AGREEMENT. As independent contractors, Field Technicians bear all of the costs and risks of operating their own business including risks of loss. Field Technicians agree to report the income received pursuant to this Agreement consistent with the reporting requirements of an independent contractor. As independent contractors, Field Technicians retain the right to provide services to other Users as well as entities not on the TNI Telecom Website.
As an independent contractor, the Field Technician has the right to:
- determine the manner in which the work stipulated in an Assignment will be performed subject to Client specifications and standards;
- determine when the work will be performed;
- determine what tools or equipment to use;
- reject any Assignment;
- determine where to purchase supplies and services;
- determine what work must be performed by a specified individual consistent with the Assignment;
- be free from control and direction in how they perform the work in an Assignment;
- perform work for any Client on the TNI Telecom Website as well as performing work for any other company whether on the TNI Telecom Website or not;
- Determine what order or sequence to follow in performing the work.
The Field Technician agrees that as an independent contractor, the Field Technician is solely responsible for the materials, supplies, equipment and all other costs incurred in the performance of providing the service and that there shall be no reimbursement for any materials, supplies, equipment or operating costs by TNI Telecom or the Client, except for those enumerated by Field Technicians in the Assignment and agreed to by the applicable Client. The Field Technician agrees that in performing any services secured through the TNI Telecom Website, the Field Technicians will be acting in the ordinary course of the Field Technician’s own business. The Field Technician agrees that it will not in any way identify its place of business or establishment as a place of business or establishment of TNI Telecom or the Client.
Non-Disclosure and Non-Circumvent
You shall not use or disclose any proprietary or confidential information with which you obtain or otherwise gain access to as a result of your access to or usage of the TNI Telecom Website. All information regarding an Assignment between the Field Technician and a Client who sent such Assignment, whether or not in writing, of a private, secret or confidential nature concerning the Client’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of such Client. By way of illustration, but not limitation, Proprietary Information may include the contents of an Assignment, products, product improvements, product enhancements, processes, methods, techniques, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of the Client. You will not disclose any Proprietary Information to any person or entity other than the applicable Client or use the same for any purposes (other than in the performance of your duties as stipulated in the Assignment) without written approval by an officer of such Client, unless and until such Proprietary Information has become public knowledge without your fault. While fulfilling the obligations of an Assignment for the Client, a Field Technician will use his/her best efforts to prevent unauthorized publication or disclosure of any of the Client’s Proprietary Information. The Field Technician agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by such Field Technician or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Client to be used by the Field Technician only in the performance of his/her duties for the Client and shall not be copied or removed from the Client’s premises except in the pursuit of the business of the Client as stipulated in an Assignment.
Field Technicians understand and agree that the Assignment generated by a Client is between the Field Technician performing the service and the Client procuring that service. Unless the End Customer is also the User procuring the service, the Field Technician agrees that the only communication with the End Customer is to schedule and confirm appointments (if requested in the Assignment) and to deliver the service. Field Technicians are prohibited from directly or indirectly contacting End Customers after the completion of the service and shall not circumvent the Client or TNI Telecom in any way. For example, Field Technicians may not leave business cards, flyers, website addresses or other contact information with any End Customer.
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that TNI Telecom provides in connection with your Account and your use of the TNI Telecom Website. Communications include: agreements and policies you agreed to (e.g., this Agreement; updates to TNI Telecom agreements or policies; transaction receipts or confirmations; Account statements and history; federal and state tax statements TNI Telecom is required to make available to you; and any other information related to any other Account or your transactions on the TNI Telecom Website.) TNI Telecom will provide these Communications to you by posting them on the TNI Telecom website or emailing them to you via the email information provided in your Account. In order to access and retain electronic Communications, you will need the following computer hardware and software: a computer with an Internet connection; a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 8.0 and above, Firefox version 2.0 and above, Chrome version 4.0 and above, or Safari 3.0 and above) with cookies enabled; Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format; a valid email address (your primary email address on file with TNI Telecom); and sufficient storage space to save past Communications or an installed printer to print. Smart Phone I-phone/Android to access Telecom Website and data package to login to Work order with GPS location services enable for time clock purpose. TNI Telecom will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from TNI Telecom by updating this Agreement. By giving your consent above, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date. You may withdraw your consent to receive Communications electronically by writing to us at “Attn: Electronic Communications Delivery Policy, 2906 4th street lubbock, TX 79415”. If you fail to provide or if you withdraw your consent to receive Communications electronically, TNI Telecom reserves the right to either deny your application for an Account, restrict or deactivate your Account, or charge you additional fees for paper copies. After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-MISC electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but TNI Telecom will send your Form 1099-MISCs to you via Email and it will be available on TNI Telecom Website to download. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication TNI Telecom previously sent you, you may request a copy within 180 Days after the date TNI Telecom provided the Communication to you by contacting us as described above. TNI Telecom will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file as your “Home” address in your TNI Telecom Account Profile. If you request paper copies, you understand and agree that TNI Telecom may charge you a records request fee for each Communication. The records request fee will not be charged if you request a Form 1099-MISC in paper form; for all other Communications, the records request fee is $100. It is your responsibility to keep your primary email address up to date so that TNI Telecom can communicate with you electronically. You understand and agree that if TNI Telecom sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, TNI Telecom will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add TNI Telecom to your email address book so that you will be able to receive the Communications TNI Telecom sends to you. You can update your primary email address or street address at any time by logging into the TNI Telecom website. If your email address becomes invalid such that electronic Communications sent to you by TNI Telecom are returned, TNI Telecom may deem your Account to be inactive, and you will not be able to transact any activity using your TNI Telecom Account until TNI Telecom receives a valid, working primary email address from you.
You agree that TNI Telecom shall not be responsible for, and you shall indemnify, defend and hold harmless TNI Telecom, its officers, directors, employees, agents, representatives and corporate affiliates from, any claims, actions, demands, damages, liabilities, and costs (including attorney’s fees) in any way arising out of or in connection with your or another User's (1) Content, (2) access or use of the TNI Telecom Website, (3) violation of any term of this Agreement, or (4) breach or violation of a right of any third party or of any law, statute, ordinance or regulation.
Force MajeureIn the event that TNI Telecom’s delivery of its services (including the availability of the TNI Telecom Website) is delayed, prevented or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes; national emergencies, strikes, lockouts or other IT difficulties; computer “hacking” attack or computer virus; major failures of the internet infrastructure; any law, order, regulation or other action of any governing authority; or any other cause beyond TNI Telecom’s reasonable control, TNI Telecom shall be excused from such delivery to the extent that its delivery of its services is delayed, prevented, or otherwise made impracticable by such cause.
TNI Telecom has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to directly or indirectly assign or transfer, by operation of law or otherwise, this Agreement or any rights thereunder to any other person or entity without TNI Telecom’s prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto. Any assignment or transfer contrary to this paragraph shall be void.
You affirm that you have carefully read this Agreement, understand the contents, have had an opportunity to fully discuss and review the terms and conditions with legal counsel or other advisors and freely and voluntarily agree to all of the terms and conditions of this Agreement.
Please address all legal notices to Malik Q Awan, Director Operations, TNI Telecom, Inc. via email at firstname.lastname@example.org.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, such provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
As used in this Agreement, the word “shall” and “will” are mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, and the singular includes the plural.
This Agreement contains the entire agreement between you and TNI Telecom with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communication between them concerning its subject matter, and shall not be contradicted, explained or supplemented by any course of dealing or course of performance between TNI Telecom and you.
Notwithstanding the above and for the avoidance of doubt, any independent Subscription Agreement or Non-Disclosure Agreement entered into by you and TNI Telecom shall govern to the extent that there is a conflict between this Agreement and any such Subscription Agreement or Non-Disclosure Agreement.
Changes/Modification to Agreement
TNI Telecom may modify/change the terms of this Agreement from time to time. By continuing to access and use the TNI Telecom Website after such modification/changes, you acknowledge your acceptance of the modified Agreement.