This Independent Architect Agreement (“Agreement”) is entered into upon signing and accepting the terms (“Effective Date”) between the Wildhive, LLC d/b/a Wild Bum (“Wild Bum”), and the undersigned (“Architect”), collectively (the “Parties”). This Agreement is entered into in addition to the ‘Terms Specific for Architects’ contained in the Terms of Service, posted on the Wild Bum webpage.
INDEPENDENT ARCHITECT STATUS
1.1 Agreement to Provide Services. Upon signing this agreement, Architect agrees to draft and post for the purpose of sale, self-curated Travel Guides of various travel recommendations.
1.2 Independent Architect Status. Wild Bum retains Architect as an independent Architect, not as an employee, and this Agreement does not provide Architect with any benefits or rights associated with an employment relationship.
1.3 Termination. Wild Bum may terminate this Agreement for any or no reason, at any time.
2.1 Work – Social Media, Rights, Title and Interests. Architect is solely responsible for the Travel Guide it creates and the content therein. Wild Bum will not be held liable, under any circumstances, for the Travel Guide or any other situation that may arise between a purchaser and Architect. If Wild Bum is included in any action, Architect is responsible for Wild Bum’s reasonable legal fees, in responding to the matter.
Any imagery taken by Architect that it posts on Wild Bum’s website does not become the property of Wild Bum. Architect grants Wild Bum a perpetual, worldwide, non-exclusive, royalty free license to use, sublicense, and transfer the imagery and content on its website and in the promotion of Wild Bum’s business, including but not limited to, in print publication, on blogs and on social media.
Any guide that is submitted and posted to Wild Bum, remains the property of Architect so long as the following conditions are met: (1) Architect will not submit any version of the guide to either an indirect or direct competitor of Wild Bum; (2) Architect will not submit the content of the guide in any other format, to either an indirect or direct competitor of Wild Bum; and (3) Architect will not distribute any version of the guide or its contents, through any platform or medium, for monetary or business gain, that conflicts with Wild Bum, at Wild Bum’s sole discretion. If Architect does any one of the above actions, Architect agrees that it will make all reasonable efforts to remedy the conflicting action and give Wild Bum exclusive ownership to Architect’s guides currently posted to Wild Bum and any future guides Architect submits.
Any intellectual property owned by Wild Bum remains the sole property of Wild Bum and may not be used by Architect under any circumstances, absent written agreement by Wild Bum.
2.2 Bookings. Wild Bum will process all purchases through the Wild Bum website. Architect will not handle any Client payments.
2.3 Architect’s Travel Guides. Architect agrees that Wild Bum is not involved in developing its Travel Guides.
2.4 Compensation. Wild Bum will pay Architect 75% of any amounts that Wild Bum collects for the purchase of Architect’s Travel Guides through the Wild Bum website. Architect will be paid within 31 days of Wild Bum’s receipt of the purchase price. Payment will be made via Paypal.
3.1 Confidentiality. Architect understands that all materials, price lists, contracts, financial documents, agreements, and other information or documents that are given to it by Wild Bum in connection with this Agreement, are the exclusive property of Wild Bum, and are privileged, confidential information. Architect agrees never to reveal this information, nor to use this information in any way, to the detriment of Wild Bum.
3.2 Nondisclosure. During the term of this Agreement, Architect may have access to and become acquainted with information and opportunities that are owned by Wild Bum and that are regularly used in the operation of Wild Bum’s business. Moreover, Architect may learn trade secrets of Wild Bum, which are protected under the Minnesota Uniform Trade Secrets Act. Trade secrets and confidential information include any information that derives independent economic value, actual or potential, from not being generally known to the public, or to other persons who can obtain economic value from its disclosure or use. Trade secrets and confidential information include the following non-exhaustive list of materials with which Architect may come in contact during its term with Wild um:
- Client lists;
- Contract information, such as expiration dates, pricing arrangements and relative values;
- Any and all files, records, books, documents, images, specifications and equipment relating in any manner whatsoever to the clients of Wild Bum; and
- Any and all other information that is owned by Wild Bum and that Wild Bum has taken reasonable efforts to maintain its secrecy from actual or potential competitors.
During the Term of this Agreement and permanently thereafter, Architect shall not disclose any of the trade secrets or confidential information, directly or indirectly, or take advantage of the aforesaid opportunities in any way, except to the extent required to perform Architect’s duties for Wild Bum. All client lists, contract information, vendor lists,files, records, books, documents, images, brochures, equipment and similar items relating to the business of Wild Bum coming into Architect’s possession shall remain the exclusive property of Wild Bum and shall not be removed from Wild Bum’s possession and control under any circumstances, without the prior written consent of Wild Bum. Architect further agrees to not misuse, misappropriate, or disclose Wild Bum’s client lists, and any information relating to Wild Bum’s clients to third parties.
3.3 Non-Solicitation. Architect agrees to not solicit Wild Bum’s employees or clients for its or others’ advantage during the term of this Agreement and for one (1) year after termination of this Agreement. “Clients” includes, but is not limited to, anyone using the Wild Bum website for the purpose of reviewing or purchasing Travel Guides.
3.4 Warranty. Architect represents and warrants that it is not a party to any non-compete, restrictive covenant or related contractual limitation that would interfere with or hinder its ability to undertake the obligations and expectations of providing Travel Guides or Services through the Wild Bum website.
3.5 Notice. Whenever, under the terms of this Agreement, notice is required or permitted to be given by one Party to the other Party, such notice shall be in writing and deemed to have been sufficiently given if sent by mail or E-mail to the following:
- If to Wild Bum: _____________________________________________.
- If to Architect: _____________________________________________.
Any written notice shall be deemed effective upon the date of delivery as indicated on the return receipt, or forty-eight (48) hours after mailing, if there is no return receipt showing date of delivery.
3.6 Governing Law, Dispute Resolution and Venue. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota. If any dispute, controversy or claim arises between the Parties with respect to this Agreement or any future amendment to this Agreement, the Parties will submit the matter for mediation before a mutually agreed upon mediation in Hennepin County, Minnesota, with the exception that Wild Bum may bypass mediation to protect its rights where injunctive or other immediate relief is necessary, in its discretion. If the Parties cannot agree on a mediator, the matter will be heard by a mediator appointed through the Minnesota Mediation Center or similar service if Minnesota Mediation Center no longer exists. If mediation does not result in agreement, the Parties agree to courts in Hennepin County, Minnesota, as the venue for any litigation regarding this Agreement, including the rights and obligations of any party to this Agreement.
3.7 LIMITATION OF LIABILITY. ARCHITECT EXPRESSLY AGREES THAT ABSENT WILD BUM’S WILLFUL OR INTENTIONAL MISCONDUCT, WILD BUM IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RESULTING FROM THE SERVICES UNDER THIS AGREEMENT.
ARCHITECT EXPRESSLY AGREES THAT THE MAXIMUM AMOUNT OF DAMAGES THAT IT IS ENTITLED TO IN ANY CLAIM AGAINST WILD BUM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES THAT IT PROVIDES, OTHER THAN ITS RIGHT TO COMPENSATION PURSUANT TO THIS AGREEMENT, WILL NOT EXCEED THE AMOUNT OF MONEY THAT WILD BUM HAS RECEIVED FROM THE PURCHASE OF ARCHITECT’S TRAVEL GUIDES OR SERVICES THROUGH WILD BUM’S WEBSITE OR APPLICATIONS THAT RELATE TO THE CLAIM.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIMS AGAINST WILD BUM MUST BE MADE WITHIN ONE YEAR OF THE FACTS GIVING RISE TO THE CLAIM.
3.8 Indemnification. Architect will indemnify Wild Bum and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any claim asserted against Wild Bum or obligation imposed by law on Wild Bum as a result of any acts performed by Architect.
3.9 Waiver. No waiver of any default by any party to this Agreement shall be implied from any omission to take any action on account of such default and no waiver shall affect any default, other than the specific default waived.
3.10 Severability. If any provision of this Agreement shall be declared invalid or unenforceable, then that clause shall be modified to a clause that is valid and enforceable, and most closely carries out the intent of the initial clause, and all remaining provisions shall continue in full force and effect.
3.11 Counterpart Signatures. This Agreement may be executed by two or more counterparts, each of which will be deemed an original. A facsimile or electronic/digital copy of this Agreement, including its signature pages, will be binding and deemed to be an original.
3.12 Binding Effect of Agreement; Entire Agreement. This Agreement shall be binding upon each party and their respective heirs, successors and permitted assigns. This Agreement contains the entire understanding between the Parties with respect to its subject matter and supersedes any and all other prior written or oral agreements and understandings between the Parties. No amendment or modification of this Agreement shall be effective unless executed in writing and signed by both Parties.