This Vendor Terms of Service (the "Agreement") is made and entered into by and between Industrie Africa LLC ("Company" or "we"), and you, the party agreeing to terms to become a Company vendor. The terms and conditions contained in this Agreement apply to the vendor term sheet executed between you and Company (the “Statement of Work”). Furthermore, each Statement of Work may have additional terms and conditions that, to the extent they do not conflict and do not expressly supersede the terms of this Agreement, are incorporated as part of this Agreement. By executing a Statement of Work with Company, you expressly consent to all the terms and conditions of this Agreement. If you are under 18 years old, you may provide services to Company only with the approval and signature of your parent or guardian. You may not enter into this Agreement (and must disclose to Company) if you are unable to form a binding contract with Company and are not a person barred from providing services under the laws of the applicable jurisdiction. If you are accepting this Agreement and providing services to Company on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.

1. Services
1. Agreement to Provide Services

The Company retains you, and you agree to be retained, as an independent contractor to render the services described in written Statements of Work (“Services”), the first of which is attached to this Agreement as Statement of Work No. 1 (each, a “Statement of Work”), and to deliver such deliverables as are reasonably related to the Services (each, a “Work”). Specific deliverables, timelines, milestones, schedules, format, and other deliverable requirements may be set forth in each Statement of Work.

1. Acceptance of Deliverables

All deliverables and Services are subject to the Company’s acceptance and approval (“Acceptance”). The Company will make reasonable efforts to carry out the inspection within seven (7) days from receipt. In the event any deliverable is rejected, the Company will notify you via email and you shall promptly remedy and resubmit the rejected deliverable for reconsideration after which the Acceptance procedure will repeat. If the Company fails to accept or reject any deliverable within this seven-day period, it shall be deemed accepted.

1. Time is of the Essence

You acknowledge and agree that time is of the essence regarding your performance of the Services.

1. Exclusivity of Services

You shall dedicate your best efforts to performance of the Services. However, the parties expressly agree your services are non-exclusive, you may work for other employers during the term of this Agreement.

1. Personal Services

This contract is for your personal services. You may not transfer or assign this Agreement or any interest in this Agreement without the Company’s prior written consent. No purported assignment or transfer by you in violation of this restriction will be valid to pass any interest to the assignee or transferee.

1. License for Credit and Attribution

You grant the Company the perpetual, non-exclusive, worldwide, royalty-free right to use, and license others to use, your name and likeness solely in connection with the Services for the purpose of advertising, attributing, or exploiting your Work. The exact placement, size, style of type, and all other aspects of your credit will be determined by the Company in its sole discretion. No casual or inadvertent failure by the Company to accord such credit shall be a breach of this Agreement provided the Company uses commercially reasonable efforts to prospectively cure any such failure.

1. Use of Your Work

Nothing in this Agreement obligates the Company to use in any way any Work created by you. In addition, the Company shall have the right to edit, modify, adapt, convert, and make any changes to any deliverable. You release the Company from any liability for any loss or damage you may suffer by reason of non-use or modification of your Work. Payment of the compensation at the time set forth in this Agreement fully discharges the Company of all its obligations.

1. Cooperation

The performance of this Agreement and the delivery of the Services will require the parties’ cooperation and each agrees to assist and cooperate with the other. The Company shall, as is reasonably required, provide you with timely access to data, information, and Company personnel.

1. Compensation
1. Service Fees

The Company will compensate you as set forth in each Statement of Work as full and complete consideration for the Services specified therein and the rights granted to the Company in this Agreement (“Compensation”). You will be paid for all undisputed invoices as identified in the Statement of Work.

1. Third-Party Payments

Your Compensation includes payments due to any and all third parties and other individuals hired by you in the completion of the Services. You are solely responsible for any such expenses.

1. Taxes and Withholding

The Company shall compensate you as a 1099 vendor. No taxes will be withheld from your Compensation. Payments to you are inclusive of all taxes, and all social security, employment, and other insurance premiums. You are responsible for the payment of all your taxes and for filing of all tax returns, including federal, state, and local taxes arising out of or related to this Agreement.

1. Costs and Expenses

You are not authorized to incur any expenses on behalf of the Company without prior written consent. Actual costs and expenses you incur on behalf of the Company with prior written consent shall be reimbursed within thirty (30) business days after you submit an expense report along with substantiating documentation as requested by the Company.

1. Term & Termination
1. Term

This Agreement begins on the Effective Date and continues so long as a Statement of Work is in effect and has not been completed to the satisfaction of the Company unless this Agreement is terminated earlier.

1. Termination for Convenience

The Company may terminate this Agreement or any Statement of Work, in whole or in part, effective immediately for any or no reason upon delivery of written notice to you, which may be via email, and without the need to follow any additional procedure.

1. Termination for Breach or Insolvency

Either party may terminate this Agreement for cause in the event of: (a) a material breach by the other party of an obligation under this Agreement which is not cured within thirty (30) days after written notice; or (b) the other party’s filing for bankruptcy or becoming an involuntary participant in bankruptcy, if such involuntary proceedings are not dismissed within sixty (60) days after commencement.

1. Effect of Termination or Expiration

Upon the expiration or termination of this Agreement, the Company shall pay you for all completed Deliverables and parties will be released from all obligations and labilities to the other occurring or arising after the date of termination. In addition, you shall promptly:

1. Deliver to the Company all deliverables (whether complete or incomplete) and all materials, equipment, and other property provided for your use by the Company;
2. Deliver to the Company all tangible documents and other media, including any copies, containing, reflecting, incorporating, or based on the confidential information;
3. Permanently erase all Confidential Information in your possession; and,
4. Certify in writing to the Company that you have complied with the requirements of this provision.
1. Relationship of the Parties
1. Independent Contractor

You are an independent contractor. No partnership, joint venture, agency, or employment relationship has or will be created by this Agreement. Neither party may take any action that creates the appearance of such a relationship.

1. Other Business Activities

This Agreement relates only to the Services and neither party will be restricted from any other business activity.

1. Manner and Means

As an independent contractor you shall operate as an entirely separate business entity from the Company without direct management or control of the manner and means of performance the Services. You are responsible for paying all costs affiliated with the location from where you operate. Furthermore, you must supply all tools, equipment, and supplies required to perform the Services, unless your work must be performed on or with the Company’s equipment. If Services must be performed on the premises of the Company, you shall observe the working hours, working rules, and security procedures established by the Company.

1. Legal Compliance

You agree to act in accordance with the standards prevailing in the Company’s industry and with all applicable laws, rules, and regulations. As an independent contractor, you agree to obtain and maintain all required state and local registrations, licenses, and insurance for the operation of your business.

1. Accounting

You agree to maintain a separate set of books from the Company that reflect all items of income and business expenses.

1. Liability for Misclassification

If a regulatory body or court of competent jurisdiction finds that due to your action or inaction you are not an independent contractor or are not in compliance with applicable independent contracting laws, you assume full responsibility and liability for and agree to indemnify the Company from all taxes, assessments, and penalties imposed against you or the Company, including those taxes, assessments, and penalties that would have been deducted from your earnings if you had been on the Company’s payroll and employed as an employee.

1. Third-Party Contracts

If you hire any person to assist you with providing the Services under this Agreement, you agree to enter into written agreements with each such person before such person provides any services containing: (i) provisions regarding obligations of confidentiality and non-use no less strict than those in this Agreement; and, (ii) provisions regarding ownership of work product consistent with and sufficient for you to grant the Company the exclusive ownership of such work product, as specified in this Agreement. You agree to provide to the Company fully signed copies of such written agreements upon request.

1. Intellectual Property Ownership
1. Company Property

All materials, documents, assets, or other data or information provided to you by the Company in the performance of the Services are the sole and exclusive property of the Company. You shall return to the Company any Company property that comes into your possession during the term of this Agreement upon written request or the termination of this Agreement unless the Company authorizes you in writing to keep such property. You agree to not remove any Company property from the Company’s premises without written authorization. The Company shall reimburse any shipping fees necessary to return the Company’s property.

1. Ownership of Contractor Materials

You are the sole owner of all your pre-existing software, code, source materials, processes, and procedures you integrate into any Work, subject to any rights and licenses granted in this Agreement. You hereby grant Company an irrevocable, perpetual, worldwide right and license, subject to any royalties and/or fees identified in the applicable SOW, to use the Work in all media now known or hereafter invented, throughout the universe.

1. Protection of the Company Property Rights

The Company may take any action it deems necessary to protect its rights and interests, including the enforcement of its intellectual property rights. Any legal action brought by the Company against any alleged infringer will be initiated and prosecuted by the Company at its expense. You agree, at the Company’s request, cooperate fully with the Company in any controversy which may arise or litigation which may be brought concerning the Company’s rights and interests.

1. Confidentiality & Non-Disclosure
1. Definition - “Confidential Information”

For the purposes of this Agreement, “Confidential Information” means all non-public information relating to the Company regardless of how that information is acquired by you.

1. Exclusions

“Confidential information” does not include: (i) any information that is publicly available through a permissible disclosure; or, (ii) any information that was communicated to you by a non-confidential source before its disclosure by the Company, but only if (a) The source of information was not bound by a confidentiality agreement or otherwise prohibited from communicating the information to you, and (b) You notify the Company in writing of your prior possession of the information either (1) before the Effective Date of this Agreement or (2) promptly after you become aware that the information is Confidential Information; or, (iii) Any information that was developed by either party completely independently.

1. Confidentiality and Non-Disclosure

You agree that during and after the term of this Agreement, you will: (a) hold Confidential Information in the strictest confidence and not disclose any Confidential Information to any person not authorized by the Company in writing to receive such Confidential Information; (b) not use or copy such Confidential Information for any purpose except as required for the Services; (c) maintain all Confidential Information in a manner reasonably designed prevent its unauthorized use, dissemination, or reproduction; and (iv) promptly notify the Company of any misuse or misappropriation of Confidential Information.

1. The Defend Trade Secrets Act of 2016

Notwithstanding any other provision of this agreement, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of the law or that is made in a complaint or other document filed under seal in a lawsuit or other legal proceeding.

1. Required Disclosure

If you are required to disclose any Confidential Information by legal order or request, you must promptly notify the Company prior to making the disclosure so that the Company may seek an appropriate protective measure and you agree to provide reasonable assistance to the Company in obtaining the protective measure.

1. Equitable Relief

You acknowledge and agree that the disclosure of confidential information to any unauthorized person or the unauthorized use of such information would cause substantial and irreparable injury to the Company for which it would have no adequate remedy at law. Accordingly, you agree that in the event of any breach or attempted or threatened breach of any of the confidentiality and non-disclosure terms of this Agreement, the Company shall be entitled to injunctive and other equitable relief in addition to any other available remedies.

1. Duration of Nondisclosure and Confidentiality Obligations

The nondisclosure and confidentiality provisions of this Agreement shall survive its termination or expiration and the duty to hold such information in confidence shall remain in effect for five (5) years or until the confidential information no longer qualifies as a trade secret, whichever is longer.

1. Representations & Warranties
1. Company Representations and Warranties

The Company represents and warrants that it is and will remain possessed of the rights necessary to fulfill its obligations under this Agreement and that entering into this Agreement and fulfilling its obligations does not violate the terms of any contract to which the Company is a party.

1. Contractor Representations and Warranties

You represent and warrant you have the full right to enter into this Agreement, you are at all times and will remain possessed of the rights necessary to fulfill your obligations under this Agreement, your entering into this Agreement and fulfilling your obligations does not infringe on or violate the terms of any contract to which you are a party, you are not a member of or otherwise bound by any obligation to a labor union or organization, and payments made to you under this Agreement are comprehensive. Further, you represent and warrant that the Work Product shall be wholly original and shall not infringe upon or violate the intellectual property or other rights of any person or entity or contain any libelous or defamatory content.

1. Indemnification
1. Indemnification by the Company

At all times after the Effective Date of this Agreement, the Company agrees to indemnify you from all damages, liabilities, expenses, royalties, claims, or judgments you may incur arising from: (i) the Company’s operation of its business; (ii) the Company’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or, (iii) the Company’s breach of any of its representations or warranties under this Agreement. Additionally, the Company expressly agrees to indemnify you against all Claims related to the content of any product in which your deliverables are incorporated including, without limitation, claims for: (i) Defamation; (ii) Copyright infringement; (iii) Trademark infringement; or, (iv) Violation of the right of publicity. However, the Company is not obligated to indemnify you under this section if any claim is the result of your own action or inaction.

1. Indemnification by Contractor

At all times after the Effective Date of this Agreement, you agree to indemnify the Company and its affiliates (collectively “Company Indemnitees”) from all damages, liabilities, expenses, royalties, claims, or judgments any Company Indemnitee may incur and arising from: (i) Your gross negligence or willful misconduct; (ii) Your breach of any of your representations or warranties under this Agreement; (iii) Your breach of your express representation that you are an independent contractor and are in full compliance with all applicable laws related to independent contracting; (iv) Any and all taxes or insurance relating to or arising from the conduct of your business; and, (v) Any expense or claim arising from or related to your employment of any person in the performance of the Services.

1. Dispute Resolution
1. Resolving Disputes

In the event of a dispute between you and Company, the parties agree to make a good faith attempt to resolve the dispute informally for at least sixty (60) days before initiating formal dispute resolution procedures, such as arbitration (as provided below). This informal, good faith negotiation will commence when one party receives written notice from the other which must include a sufficiently detailed description of the nature and basis of the claim or dispute and the specific relief sought.

1. Mandatory Arbitration

ANY DISPUTE OR CONTROVERSY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE, SHALL BE SUBJECT TO AND SETTLED VIA MANDATORY ARBITRATION BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN KING COUNTY, WASHINGTON GOVERNED BY WASHINGTON STATE LAW AND THE ARBITRATION PROCEEDINGS SHALL BE HELD REMOTELY VIA COMMUNICATIONS TECHNOLOGY WITH WHICH ALL OF THE PARTIES CAN SIMULTANEOUSLY SEE AND HEAR ONE ANOTHER IN ACCORDANCE WITH THE RULES OF THE AAA IN EFFECT WHEN THE DEMAND FOR ARBITRATION IS FILED. SUCH RULES ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE. THE ARBITRATOR MAY GRANT INJUNCTIONS AS WELL AS MONETARY AND OTHER RELIEF. THE DECISION OF THE ARBITRATOR WILL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. JUDGMENT MAY BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION. EACH PARTY’S PROMISE TO RESOLVE CLAIMS BY ARBITRATION IN ACCORD WITH THIS AGREEMENT, RATHER THAN THROUGH THE COURTS, IS CONSIDERATION FOR THE OTHER PARTY’S LIKE PROMISE. THIS ARBITRATION CLAUSE SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT IN FULL FORCE AND EFFECT. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS ARBITRATION CLAUSE DOES NOT WAIVE OR OTHERWISE IMPAIR YOUR RIGHT TO PURSUE A STATE OR FEDERAL DISCRIMINATION CLAIM VIA PUBLIC TRIAL RATHER THAN IN PRIVATE ARBITRATION.

1. Governing Law

This Agreement has been entered in the State of Washington and shall be construed and enforced under and subject to the laws of said state without regard to said state’s conflict of laws provisions.

1. Choice of Forum and Consent to Personal Jurisdiction

Any disputes arising out of or relating to this Agreement which must be tried in court shall be tried in state and federal courts located in King County, Washington and the parties irrevocably consent to the personal jurisdiction of said courts.

1. Limitation of Liability

The Company’s liability under this Agreement shall not exceed the aggregate compensation due to you. The Company shall not be liable to you for any special, indirect, incidental, or consequential damages, including without limitation damages for the loss of present or prospective profit.

1. Costs, Fees, and Expenses

Unless otherwise specified in this Agreement, in any action or proceeding between or among the parties to interpret or enforce any of the provisions hereof, the prevailing party shall, in addition to any other award of damages or other remedy, be entitled to recover reasonable costs, fees, and expenses including attorneys' fees and costs incurred in connection with such dispute including any appeal.

1. Force Majeure

Neither party shall be liable for any delays resulting from circumstances or causes beyond their reasonable control, including, without limitation, fire or other casualty, zombie apocalypse, act of god, strike or labor dispute, war or other violence, any changes in law, or the order, act, or requirements of any governmental agency or authority.

1. Equitable Relief

Nothing in this Agreement shall prevent the Company from bringing an action for equitable or injunctive relief in a court of competent jurisdiction to compel the other party to comply with its obligations under this Agreement.

1. General Provisions
1. Further Assurances

The parties agree to execute any additional documents which may be required to fully effect the purpose and intent of this Agreement or to carry out their mutual obligations.

1. Amendment and Modification

This Agreement may not be modified, altered, or amended except by written agreement signed by both parties.

1. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one instrument. This Agreement shall become effective when one or more counterparts have been signed by each party and delivered to the other party.

1. No Assignment

This contract is for your personal services. You may not transfer, assign, or subcontract this Agreement or any interest in this Agreement without the Company’s prior written consent. The Company has the right to transfer or assign this Agreement in whole or in part.

1. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter of this Agreement and this Agreement supersedes all prior oral or written agreements.

1. No-Waiver

No waiver by one party of a breach or default by the other party shall be deemed to be a waiver of any preceding, continuing, or succeeding breach of the same or any other provision of this Agreement.

1. Notices

All notices, approvals, and other communications to be given under this Agreement, including for material breach may be sent by email or other reliable electronic means, provided the receiving Party confirms receipt of the same or receipt is documented in the routing or recipient actions of a reliable electronic process provider (e.g. DocuSign). Additionally, notices shall be deemed given when sent by certified mail or commercial overnight courier with tracking capabilities to the address set forth below. A Party desiring to change its address for notice must give the other Party notice of the change in accordance with the notice requirements of this Agreement; the notice of the change must be marked for the attention of the other Party's legal counsel, and for the avoidance of doubt is not effective unless it is so marked.

1. Schedules

If the terms of any Schedule or Statement of Work are inconsistent with the terms and conditions of the main text of this Agreement, the terms and conditions of the main text shall control.

1. Section Headings

The headings in this Agreement are only for convenience.

1. Severability

In case any provision contained in this Agreement should be found invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction the remaining provisions of this Agreement shall not in any way be affected or impaired.

1. Successors and Assigns

This Agreement shall in no event be construed as a third-party beneficiary contract and is not intended for the benefit of any person or company other than the parties. However, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and permitted assigns.

1. Independent Attorney Review

EACH PARTY HAS OBTAINED, OR KNOWINGLY WAIVED, THEIR RIGHT TO OBTAIN INDEPENDENT LEGAL ADVICE REGARDING THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT. THIS AGREEMENT WAS SIGNED AFTER A FULL AND FAIR OPPORTUNITY TO NEGOTIATE ITS TERMS.