SnApp Development, LLC
830 Traction Ave. Suite 3-A
Los Angeles, CA 90013
SERVICES AGREEMENT
This Agreement is entered into between the company/customer specified on the Sign Up form located
at http://snapprealestate.com, (“the Company”/”the Customer”) and SnApp Development, LLC (“the Contractor”).
1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Company
hereby engages the Contractor as an independent contractor to perform the services set forth
herein, and the Contractor hereby accepts such engagement.
2. Duties, Term, and Compensation. The Contractor’s duties, term of engagement,
compensation and provisions for payment thereof shall be as set forth in the estimate previously
provided to the Company by the Contractor and which is attached as Exhibit A, which may be
amended in writing from time to time, or supplemented with subsequent estimates for services
to be rendered by the Contractor and agreed to by the Company, and which collectively are
hereby incorporated by reference.
3. Expenses. During the term of this Agreement, the Contractor will cover his/her own expenses.
This includes a desk, high speed internet access, phone line and a computer.
4. Written Reports. The Company may request that project plans, progress reports and a final
results report be provided by Consultant on a monthly basis. The results report shall be in such form
and setting forth such information and data as is reasonably requested by the Company.
5. Inventions. Any and all inventions, discoveries, developments and innovations conceived by
the Contractor during this engagement relative to the duties under this Agreement shall be the
exclusive property of the Company; and the Contractor hereby assigns all right, title, and
interest in the same to the Company. Any and all inventions, discoveries, developments and
innovations conceived by the Contractor prior to the term of this Agreement and utilized by [him
or her] in rendering duties to the Company are hereby licensed to the Company for use in its
operations and for an infinite duration. This license is non-exclusive, and may be assigned
without the Contractor’s prior written approval by the Company to a wholly-owned subsidiary of
the Company.
6. Confidentiality. The Contractor acknowledges that during the engagement [he or she] will have
access to and become acquainted with various trade secrets, inventions, innovations,
processes, information, records and specifications owned or licensed by the Company and/or
used by the Company in connection with the operation of its business including, without
limitation, the Company’s business and product plans, processes, methods, customer lists,
accounts, procedures, or any information pertaining to the operation of the business. The
Contractor agrees that [he or she] will not disclose any of the aforesaid, directly or indirectly, or
use any of them in any manner, either during the term of this Agreement or at any time
thereafter, except as required in the course of this engagement with the Company. All files,
records, documents, blueprints, specifications, information, letters, notes, media lists, original
artwork/creative, notebooks, and similar items relating to the business of the Company, whether
prepared by the Contractor or otherwise coming into [his or her] possession, shall remain the
exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without
the Company’s prior written permission. Upon the expiration or earlier termination of
this Agreement, or whenever requested by the Company, the Contractor shall immediately
deliver to the Company all such files, records, documents, specifications, information, and other
items in [his or her] possession or under [his or her] control. The Contractor further agrees that
[he or she] will not disclose [his or her] retention as an independent contractor or the terms of
this Agreement to any person without the prior written consent of the Company and shall at all
times preserve the confidential nature of [his or her] relationship to the Company and of the
services hereunder.
7. Conflicts of Interest; Non-hire Provision. The Contractor represents that [he or she] is free to
enter into this Agreement, and that this engagement does not violate the terms of any
agreement between the Contractor and any third party. Further, the Contractor, in rendering [his
or her] duties shall not utilize any invention, discovery, development, improvement, innovation,
or trade secret in which [he or she] does not have a proprietary interest. During the term of this
agreement, the Contractor shall devote as much of [his or her] productive time, energy and
abilities to the performance of [his or her] duties hereunder as is necessary to perform the
required duties in a timely and productive manner. The Contractor is expressly free to perform
services for other parties while performing services for the Company. For a period of two years
following any termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage
to leave the Company’s employment, any employee, consultant, or contractor of the Company
or hire any such employee, consultant, or contractor who has left the Company’s employment or
contractual engagement within one year of such employment or engagement.
8. Right to Injunction. The parties hereto acknowledge that the services to be rendered by the
Contractor under this Agreement and the rights and privileges granted to the Company under
the Agreement are of a special, unique, unusual, and extraordinary character which gives them
a peculiar value, the loss of which cannot be reasonably or adequately compensated by
damages in any action at law, and the breach by the Contractor of any of the provisions of this
Agreement will cause the Company irreparable injury and damage. The Contractor expressly
agrees that the Company shall be entitled to injunctive and other equitable relief in the event of,
or to prevent, a breach of any provision of this Agreement by the Contractor. Resort to such
equitable relief, however, shall not be construed to be a waiver of any other rights or remedies
that the Company may have for damages or otherwise. The various rights and remedies of the
Company under this Agreement or otherwise shall be construed to be cumulative, and no one of
the them shall be exclusive of any other or of any right or remedy allowed by law.
9. Merger. This Agreement shall not be terminated by the merger or consolidation of the
Company into or with any other entity.
10. Termination. The Company may terminate this Agreement at any time with 7 days
written notice to the Contractor. If the Agreement is terminated the full combined amount of
remaining monthly management fees, as based on the contract term, will be due immediately.
11. Independent Contractor. This Agreement shall not render the Contractor an employee,
partner, agent of, or joint venture with the Company for any purpose. The Contractor is and will
remain an independent contractor in [his or her] relationship to the Company. The Company
shall not be responsible for withholding taxes with respect to the Contractor’s compensation
hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for
vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or
disability benefits, unemployment insurance benefits, or employee benefits of any kind.
12. Insurance. It is not necessary for the Contractor to carry liability insurance at this time.
13. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, if any, successors, and
assigns.
14. Choice of Law. The laws of the state of California shall govern the validity of this Agreement,
the construction of its terms and the interpretation of the rights and duties of the parties hereto.
15. Arbitration. The parties hereby agree that any and all disputes or claims arising under this Agreement
shall be adjudicated within the Central District of the Los Angeles Superior Court,
and shall be governed by the applicable laws of the State of California.
In the event either party institutes any action or proceeding against the other, other than in
the Central District of the Los Angeles Superior Court, on motion to dismiss, or transfer the
action or proceeding to the Central District of the Los Angeles Superior Court, the successful party
hall be awarded its reasonable costs and attorney’s fees in connection with such jurisdictional and/or venue challenge.
16. Headings. Section headings are not to be considered a part of this Agreement and are not
intended to be a full and accurate description of the contents hereof.
17. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the
other shall not operate or be construed as a continuing waiver.
18. Assignment. The Contractor shall not assign any of [his or her] rights under this Agreement,
or delegate the performance of any of [his or her] duties hereunder, without the prior written
consent of the Company.
19. Notices. Any and all notices, demands, or other communications required or desired to be
given hereunder by any party shall be in writing and shall be validly given or made to another
party if personally served, or if deposited in the United States mail, certified or registered,
postage prepaid, return receipt requested. If such notice or demand is served personally, notice
shall be deemed constructively made at the time of such personal service. If such notice,
demand or other communication is given by mail, such notice shall be conclusively deemed
given five days after deposit thereof in the United States mail addressed to the party to whom
such notice, demand or other communication is to be given as follows:
If to the Company/Customer : to the mailing address provided on the sign up form
If to the Contractor : SnApp Development, LLC
830 Traction Ave. #3a Los Angeles, CA 90013
Any party hereto may change its address for purposes of this paragraph by written
notice given in the manner provided above.
20. Modification or Amendment. No amendment, change or modification of this Agreement shall
be valid unless in writing signed by the parties hereto.
21. Entire Understanding. This document and any exhibit attached constitute the entire
understanding and agreement of the parties, and any and all prior agreements, understandings,
and representations are hereby terminated and canceled in their entirety and are of no further
force and effect.
22. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is
held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless
remain in full force and effect.
23. Representation. Contractor agrees to accurately and honestly represent the Company and
the services it provides. Contractor agrees that any deliberate or blatant misrepresentation of
the Company is grounds for immediate termination.