Last Updated: September 27, 2023 | Review Privacy Policy

These Marketing Terms of Service (the “Terms”) supplement the Independent Contractor Agreement (the “Agreement”) entered into between the Recipient contracting to receive marketing services (the “Recipient”) and EXPLORINGNOTBORING, having its principal place of business located at 1953 S 1100 E, Unit #521897, Salt Lake City, UT 84106, the Contractor providing the marketing services according to the Agreement (the “Contractor”).

WHEREAS, both the Contractor and the Recipient agree to be bound by the Agreement and the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties in the Agreement, the Contractor and the Recipient (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

1) RELATIONSHIP OF PARTIES. It is understood by the parties that the Contractor is an independent  contractor with respect to the Recipient, and not an employee of the Recipient. The Recipient will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Contractor. 

It is contemplated that the relationship between the Contractor and the Recipient shall be a non-exclusive one. The Contractor also performs services for other organizations and/or individuals. The Recipient has no right to further inquire into the Contractor’s other activities or clients. The Recipient has no right or power to control or otherwise interfere with the Contractor’s mode of affecting performance under these Terms.

2) PERSONAL SERVICES NOT REQUIRED. The Contractor is not required to render the Services personally and may employ others to perform the Services on behalf of the Recipient without the Recipient’s knowledge or consent. If the Contractor has assistants, it is the Contractor’s responsibility to hire them and to provide materials for them. 

3) NO LOCATION ON PREMISES. The Contractor has no desk or other equipment either located at or furnished by the Recipient. Except to the extent that the Contractor works in a territory as defined by the Recipient, its services are not integrated into the mainstream of the Recipient’s business. 

4) NO SET WORK HOURS. The Contractor has no set hours of work. There is no requirement that the Contractor work full time or otherwise account for work hours. 

5) EXPENSES PAID BY CONTRACTOR. The Contractor’s business and travel expenses are to be paid by the Contractor and not by the Recipient. 

6) OWNERSHIP OF SOCIAL MEDIA CONTACTS. Any social media contacts, including “followers”  or “friends,” that are acquired through accounts (including, but not limited to email addresses, blogs, Twitter,  Facebook, YouTube, or other social media networks) used or created on behalf of the Recipient are the property of the Recipient. 

7) CONFIDENTIALITY. The Contractor may have had access to proprietary, private and/or otherwise  confidential information (“Confidential Information”) of the Recipient. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Recipient, including without limitation, all financial, investment, operational, personnel, sales, marketing,  managerial and statistical information of the Recipient, and any and all trade secrets, customer lists, or  pricing information of the Recipient. The nature of the information and the manner of disclosure are such  that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any  manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or  communicate in any manner any Confidential Information. The Contractor will protect such information and  treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of the Agreement and these supplemental Terms of Service. Upon termination of the Agreement, the Contractor will return to the Recipient all Confidential Information, whether physical or electronic, and other items that were used,  created, or controlled by the Contractor during the term of the Agreement. 

These Terms are in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local  government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii)  in a complaint or other document filed in a lawsuit if made under seal. 

8) NO RIGHT TO ACT AS AGENT. An “employer-employee” or “principal-agent” relationship is not  created merely because (1) the Recipient has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Recipient has or retains the right to stop work done improperly. The Contractor has no right to act as an agent for the Recipient and has an obligation to notify any involved parties that it is not an agent of the Recipient. 

9) INDEMNIFICATION. The Recipient agrees to defend, indemnify, and hold harmless the Contractor from and against any all third party claims (or other actions that could lead to losses by the Company) that are based upon the Associate’s (a) violation of the law, (b) violation of the Agreement or these Terms, or (c) violation of any third party’s rights.

10) IN WRITING. For the purposes of the Agreement and these Terms, any communication, notice, or document that is required or permitted to be “in writing” shall include, but not be limited to, the following electronic forms of communication: Electronic Mail (“email”), Short Message Service (“SMS”) or Text Messaging (“Text”), or Electronic Signatures.

11) NO MODIFICATION UNLESS IN WRITING. No modification of the Agreement or these Terms shall be valid or deemed effective unless agreed upon by both Parties in writing.

12) ENTIRE AGREEMENT. Together with the Agreement agreed upon by both Parties, these supplemental Terms constitute the entire contract between the Parties. All terms and conditions contained in any other writings previously executed by the Parties regarding the matters contemplated herein apart from the signed Agreement shall be deemed to be merged herein or superseded by any directly conflicting provisions of these Terms.

13) WAIVER OF BREACH. The waiver by the Recipient or Contractor of a breach of any provision of the Agreement or these Terms by the Party at fault shall not operate or be construed as a waiver of any subsequent breach by the Party at fault, and vice versa.

14) SEVERABILITY. Any provision of the Agreement or these Terms which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Furthermore, all other provisions not so prohibited or unenforceable shall remain effective.

15) APPLICABLE LAW. The Agreement and these Terms shall be governed by the laws of the State of Utah. 

16) SIGNATORIES AND ELECTRONIC SIGNATURES. The Agreement and supplemental Terms are entered into between the Recipient and Contractor when the Agreement is signed and returned by the Recipient. The received payment and electronic agreement to the Agreement and supplemental Terms must be treated in all respects as having the same force and effect as original signatures.