REPAIR SHOP AGREEMENT
This Agreement (“Agreement”), entered into the date of submission (date and time stamped) via online application at www.gotfixxed.com (“Effective Date”) by and between repair shop applicant, a cell phone repair business organized and existing according to the laws of the state where located and having its principal place of business at provided address during application process (“Repair Shop”) and Gotfixxed.com
(“Fixxed Insurance”), a CRBT inc company having its principal place of business at 2351 W. Northwest Hwy Dallas, TX 75220
WITNESS THAT:
WHEREAS, Gotfixxed.com seeks to offer its customers throughout the United States, Canada, and Mexico access to Mobile Phone/Tablet repair shops committed to quality repairs, timely completion of work, and customer convenience for an optimal cost; and Gotfixxed.com has selected Repair Shop to be part of its Gotfixxed.com Managed Repair Network (“DRP”) to provide a very high level of service to its clients, policyholders and claimants.
WHEREAS, Repair Shop has phone repair facility or facilities and personnel who are qualified to provide repair services and repairs for Gotfixxed.com , its clients (as defined below) and their policyholders and claimants.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, Repair Shop and Gotfixxed.com agree as follows:
- DEFINITION AND INTERPRETATION:
In the interpretation and application of this Agreement:
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Gotfixxed.com or a parent company
- “Repairer” is the person or company that executes this Agreement that operates the motor Mobile Phone/Tablet repair and Mobile Phone/Tablet appraisals business at the Shop and, where the context permits, includes the Repairer’s employee’s, Mobile Phone/Tablet appraisers, contractors, directors or agents, authorized to conduct the normal business of the Repairer that is relevant to this Agreement.
- “Client” means any client or customer of Gotfixxed.com , referred to the Repairer by Gotfixxed.com , or clients or customers that are policyholders and claimants that otherwise contact the Repairer directly due to the Repairer’s affiliation with Gotfixxed.com .
- “Images” means photographic, magnetic, electronic or other acceptable images of the Mobile Phone/ or Tablets, IMEI/Serial Number. enough images to support the estimate for all damages, including any significant Unrelated Prior Damage.
- “OEM” means original equipment supplied specifically for the Mobile Phone/Tablet by the manufacturer or by an approved original equipment parts supplier.
- “Repairs” means the repair and rectification of damage to the Mobile Phone /or Tablet by the Repairer in accordance with the circumstances of the claim and within the conditions of this Agreement
- “Shop” means the designated Repair Shop or the Repairer.
- TERM and TERMINATION
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- Term: This Agreement is to remain in full force and effect from the Effective Date and shall continue unless terminated by 30 days advance notice of termination in writing served by either party upon the other. Termination of this Agreement is without prejudice to any parties pre-existing
rights and obligations which do not merge but continue to apply.
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- Termination without Notice. Gotfixxed.com may at its own discretion terminate this Agreement at any time with or without cause
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- Effects of Termination. Upon notice of termination of this Agreement for any reason whatsoever, the following procedures shall be followed: (a) from and after the date of notice of termination, the Repair Shop shall not, without Gotfixxed.com ’s consent, accept new repair assignments under this Agreement, and (b) upon Gotfixxed.com ’s request and discretion, the Repair Shop may continue to perform its duties and obligations under the terms of this Agreement until all repair assignments submitted to Repair Shop by Gotfixxed.com for repair work prior to the notice of termination have been completed to Gotfixxed.com ’s satisfaction. The Repairer is entitled to all payments due to Repairer for the repair assignments completed post termination.
- LICENSES
Repair Shop shall maintain and perform all services in accordance with all applicable laws and regulations. Gotfixxed.com ’s request, Repair Shop shall provide proof that it holds all required local, state, and federal licenses.
- REPAIR SHOP REPRESENTATIONS REGARDING FACILITIES/PERSONNEL
Repair Shop represents it has and shall have, during the term of this Agreement, shop equipment and personnel capable of providing the following services:
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- Mobile Phone Screen Repair
- Battery Replacement
- Speaker Repair
- Tablet Screen Repair
- Software Updates
- REPAIR SHOP REPRESENTATIONS REGARDING CUSTOMER SERVICE & QUALITY
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- In providing guaranteed repair services to Gotfixxed.com and its Clients, Repair Shop shall perform all services in accordance with all applicable manufacturers’ guidelines . Repair Shop represents and warrants that its facility is staffed by certified repair technicians available to provide service to Gotfixxed.com and its Clients, policyholders and claimants. Repair Shop agrees to complete all repairs within the turn- around-time completion schedule determined by Gotfixxed.com and its Clients. These requirements shall be memorialized in writing and signed by both parties as a schedule to this Agreement
- Repair Shop shall guarantee to start repairs or other work provided hereunder within one (1) business day upon receipt of the tMobile Phone/Tablet.
- Whenever a Mobile Phone/Tablet referred by Gotfixxed.com requires replacement or a repair with a like, kind and quality part (“LKQ part”) that is sometimes referred to as UOEM or Recycled, Repair Shop shall utilize an alternative parts locator specified by Gotfixxed.com and document the results.
- To facilitate receipt of assignments from Gotfixxed.com and its Clients, or developing appraisals and estimates, Repair Shop shall secure a license to use the estimating and referral software’s designated by Gotfixxed.com and/or its clients Repair Shop will maintain an e-mail address to facilitate all communications with Gotfixxed.com.
- NO VOLUME
Gotfixxed.com intends to utilize Repair Shop’s appraisal services and repair services on an as-needed basis; however, Gotfixxed.com makes no commitment to Repair Shop to provide for any minimum amount of work.
- CHANGE IN MANAGEMENT/OWNERSHIP/ESTIMATORS
In the event that Repair Shop has a change in ownership, or estimator, Repair Shop shall immediately notify Gotfixxed.com of such changes.
- CONFORMANCE WITH Gotfixxed.com PROCEDURES AND GUIDELINES
Repair Shop shall follow Gotfixxed.com ’s recommended estimating Best Practices Document as attached within the Gotfixxed.com inc portal and incorporated herein as well as any client specific practices provided to the Repair Shop Gotfixxed.com , by reference. Gotfixxed.com reserves the right to amend Best Practices at any time with 30 days’ notice to Repair Shop.
- GUARANTEE
- The Repair Shop warrants, guarantees and represents to Gotfixxed.com that at the date hereof and at all times during the continuation of this Agreement: (1) the quality of its workmanship, for as long as the customer owns the Mobile Phone/Tablet (wear and tear excepted) and (2) the Repair Shop’s standard guarantees on materials and parts. A copy of the guarantee will be provided to the Mobile Phone/Tablet owner by Repairer.
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- All persons engaged by Repair Shop for the purposes of carrying out Repairs pursuant to this Agreement have the license as required by law (local & federal), experience, qualifications and equipment to properly carry out the required Repairs. The Repairs will be carried out in a safe, sound and professional manner.
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- In addition, the Repair Shop agrees to work with Gotfixxed.com in cases where the owner moves more than 30 miles away and additional repair issues need resolution. Repair Shop will work with Gotfixxed.com and/or its representatives (Gotfixxed.com shop, independent appraiser, non-network shop) to review and correct any issues and Repair Shop will pay the corrective repair shop directly for those repairs. Additional repairs required will follow the standard supplement process.
- RECORDS
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- Proof of Direction to Pay: Repair Shop shall secure assignments from Gotfixxed.com ’s customers directing Insurance Carrier to pay Repair Shop directly for repairs. Direction to Pay shall be maintained in the shops records and faxed to the assigning Gotfixxed.com Claim Office as required
- INDEMNITY BY REPAIR SHOP.
Repair Shop hereby agrees to and shall indemnify, defend, protect and hold Gotfixxed.com and its Affiliates, officers, directors, shareholders, policyholders, employees, representatives, agents, parent corporations, affiliated corporations and related entities (each of the foregoing being hereinafter referred to as the “Gotfixxed.com Indemnified Parties") free and harmless from and against any and all losses, claims, damages, actions, proceedings, arbitrations, investigations or threats thereof, and expenses related thereto (including reasonable attorneys’ fees, disbursements, expert witness fees, and other reasonable costs and expenses of counsel) based upon a third party claim (including, for the avoidance of doubt, by any Client of Gotfixxed.com ’s and any Customer) relating to or arising out any acts of, (a) negligence or willful misconduct; (b) Repair Shop’s material misrepresentation or material breach of warranty; (c) any violation of applicable legal requirements by the Repair Shop, its agents or subcontractors; (d) the failure of Repair Shop, its agents or subcontractors to comply with its obligations under any repair guarantee; or (e) death or bodily injury resulting from defective repairs done by the Repair Shop, its agents or any of its sub-contractors; or (f) breach or default by Repair Shop, its agents or subcontractors of its obligations set forth in this Agreement or (g) fraud (including fraudulent misrepresentation) by the Repair Shop or its agents or subcontractors. The provisions of this
- INSURANCE
Repair Shop shall secure and maintain at its sole expense:
- Workers' compensation insurance with limits at least equal to statutory requirements,
- General liability insurance, including, without limitation, personal injury coverage, with policy limits of less than $1,000,000.00 per occurrence and property damage and advertising injury, caused or in conjunction with the operation of Repair Shop’s business, or arising out of acts or omissions of its employees, agents and/or any subcontractor or Independent Service Providers ,
(30) days notice to Company.
- USE OF NAME
Repair Shop shall not use the name of Gotfixxed.com , or any of its Affiliates or its member or client companies in advertising, publicity release, or other communication without the express written consent of Gotfixxed.com or such member company, respectively.
- OWNERSHIP AND PROPRIETARY INFORMATION Repair Shop acknowledges and agrees that all policies, procedures, manuals, communications, lists and other information furnished by Gotfixxed.com pursuant to this Agreement, including rosters of Gotfixxed.com agents or other information related to Gotfixxed.com and its agents pertaining to this Agreement are confidential property of Gotfixxed.com and its clients. The terms of this Agreement between Repair Shop and Gotfixxed.com are confidential and Repair Shop is not to disclose, or divulge its contents to anyone in any manner without the express written consent of Gotfixxed.com except as may be required by law, or in a response to a subpoena.
- DISCLAIMER
Gotfixxed.com makes no representations or guarantees regarding: (1) the amount of work, if any, Repair Shop will receive as a member of the network; (2) whether the network will be a success; and (3) the amount of profits (if any) Repair Shop is likely to make rendering the Services.
- INSPECTIONS AND AUDITS
Repair Shop shall permit Gotfixxed.com to perform quality control checks at Repair Shop’s premises regarding Repair Shop’s procedures, materials and quality of the final product. Repair Shop shall permit Gotfixxed.com to review Repair Shop’s business records related to the Repairs including invoices and purchase orders for materials and parts.
- NOTICES
In the event that either party will be required to provide notification to the other party, notice can be provided either party by mail, Fax or e-mail as mentioned hereunder:.
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Gotfixxed.com :
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IF TO THE REPAIR SHOP
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ATTN. VENDOR MANAGER
P.O. Box 29331
Dallas, TX 75229
Phone 1-888-234-9933
Email: claims@Gotfixxed.com
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INFO AS LISTED IN APPLICATION PROCESS
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21.
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COVENANT NOT TO COMPETE
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In consideration of Gotfixxed.com entering into this Agreement with the Repairer, the Repairer on its own behalf, and on behalf of any of its directors, employees and agents, irrevocably covenants with Gotfixxed.com that it shall not during the term of this Agreement solicit any Repair business from any Clients of Gotfixxed.com .
- SUCCESSORS AND ASSIGNS:
This Agreement is binding upon Gotfixxed.com and the Repairer and their respective successors and permitted transferees and assigns. Gotfixxed.com may assign or transfer its rights and obligations under this Agreement.
- GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas Repairer hereby waives the right to a trial by jury in any action or proceeding based upon, or relating, to the subject matter of this Agreement; this waiver is knowingly, intentionally and voluntarily given.
24 ILLEGALITY
In the event that any of the terms of this Agreement become or are declared to be illegal or unenforceable by any court of competent jurisdiction or in the course of arbitration, such term(s) will be null and void and will be deemed deleted from this Agreement. All remaining terms of this Agreement will remain in full force and effect.
- COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
- ASSIGNMENT. Repair Shop may not assign any of its rights or delegate any of its duties under this Agreement without the express prior written consent of Gotfixxed.com . Accordingly, this Agreement shall be binding on the Parties and their respective successors and permitted assigns. Any assignment or subcontracting by the Repair Shop in contravention of this Section shall be void, but will not release the Repair shop of its responsibilities and obligations under this Agreement.
- WAIVER. The forbearance or failure of one of the Parties hereto to insist upon strict compliance by the other Party with any provisions of this Agreement, whether continuing or not, may not be construed as a waiver of any rights or privileges hereunder. No waiver of any right or privilege of a Party arising from any default or failure hereunder shall affect such Party’s rights or privileges in the event of a further default or failure of performance.
- NO MODIFICATION. This Agreement may be modified or amended only by a duly authorized instrument executed by all Parties.
- ATTACHMENTS
The following are attached hereto and incorporated herein by reference and are deemed accepted and agreed to by the Repair Shop, upon electronic signing of this Agreement, except for Attachment A.
ATTACHMENT A
Direction to Pay (DTP) / Guarantee-Repair Shop must sign and return the DTP/Guarantee to gotfixxed.com prior to starting any work
- ENTIRE AGREEMENT: This Agreement, together with all of the Attachments, any of which may be amended by the Parties from time to time as provided hereunder, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to the subject matter hereof. The Parties agree that there is no oral or other agreement between the Parties that has not been made a part of this Agreement.
