SERVICES AGREEMENT

This Service Agreement (“Agreement”) is made between Iyo, Inc., a Delaware corporation having its principal place of business at 2606 Spring Street, Redwood City, CA 94063 (“Company”),  and the Consultant (as defined below).  This Agreement is effective on the date Consultant clicks “I accept” and thereby agrees to the terms of this Agreement (the “Effective Date”).

The terms of this Agreement may be modified at any time and from time to time. The most recent revision will be posted on www.earproject.org. By performing services (as defined below) for Company, Consultant agrees to be bound by the terms of the Agreement then in effect. Continued performance of Services following any modification of the terms will constitute Consultant’s acceptance of the terms of the Agreement, as modified.

1. DEFINITIONS

       1. Consultant. “Consultant” means the legal entity or individual that agrees to the terms of this Agreement.  The individual clicking “I accept” represents and warrants that he/she has the legal authority to agree to the terms and conditions contained herein.

2. SERVICES AND PAYMENT

    1. Scope.  Consultant will perform the services, and Company will pay Consultant and reimburse expenses, all as described in Exhibit A.  Consultant will invoice Company on a monthly basis for any fees and expenses payable to Consultant.  Company will pay all undisputed amounts within thirty (30) days following receipt thereof.

3. RELATIONSHIP OF THE PARTIES

    1. Independent Contractor.  Consultant is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Consultant or any Consultant Personnel.  

    2. Taxes and Employee Benefits.  Consultant will be solely responsible for the payment of all withholding taxes, social security, workers’ compensation, unemployment, and disability insurance or similar items required by any government agency.  Consultant will not be entitled to any benefits paid or made available by Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Company pertaining to any bonus, stock option, profit sharing, insurance or similar benefits.

    3. Performance Standard and Insurance.  Consultant represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge, skills, and licensure to perform Services. Consultant represents and warrants that they currently carry insurance coverage to respond to any claims arising out of the Services performed by Consultant under this Agreement.

4. INDEMNITY

Consultant will defend, indemnify and hold Company harmless from and against all claims, damages, liabilities, demands, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from any action by a third party against Company that is based on any act or omission of Consultant or  Personnel and that results in: (i) personal injury (or death) or tangible or intangible property damage (including loss of use); or (ii) the violation of any statute, ordinance, or regulation.

5. TERM AND TERMINATION

    1. Term.  This Agreement will commence on the Effective Date and remain in effect until terminated. Company may terminate this Agreement at any time, for any reason or no reason, upon at least ten (10) days written notice to Consultant.

    2. Effect of Termination.  Upon the expiration or termination of this Agreement for any reason: (i) Consultant will promptly deliver to Company all Company property, including all work in progress on any Consultant work product not previously delivered to Company, if any; and (ii) Company will pay Consultant any accrued but unpaid fees due and payable to Consultant pursuant to Section 1.

6. GENERAL

    1. Attorneys’ Fees.  If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.

    2. Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its body of law controlling conflict of laws.  Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.

    3. Entire Agreement.  This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter.  Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.

    4. Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

COMPANY:
By: 
Name: Jason Rugolo
Title: Founder & CEO
Date: 
CONSULTANT:
By: 
Name:
Title:
Date: 

EXHIBIT A


1. Description of Services

Consultant, a licensed audiologist in good standing within the jurisdiction in which it provides its Services under this Agreement, will provide the following Services:

A. Consultant will travel to the identified client’s desired location and take an ear impression of the client. Upon prior approval, Company will provide impression materials and/or other equipment needed to perform the Services. Any impression materials and/or equipment provided, that is unused, must be returned to Company at the provided address. 

B. Consultant will take ear impressions conforming to specifications and standard operating procedures provided by Company. 


C. Consultant will ship client ear impressions to Company at the provided address and in accordance with the shipping instructions, labels, materials and/or equipment provided by Company. 


2. Payment Terms 

Consultant’s fee for its Services will be based on the following fee structure:

(i) If Consultant takes ear impressions of only one client at a given location, Company will pay Consultant $200 per accepted client ear impression; and

(ii) If Consultant takes ear impressions of more than one client at a given location, Company will pay Consultant $150 per accepted client ear impression.


Company will inspect and confirm that each ear impression complies with Company's specifications and standard operating procedures. Company will pay Consultant for all compliant ear impressions.