Appraisal Provider Agreement
THIS APPRAISAL PROVIDER AGREEMENT (the "Agreement") is made and entered into by and between Collosses LLP, a California corporation (the "Company"), and the individual applying as an appraiser (the "Appraiser").
W I T N E S S E T H
WHEREAS, the Company provides Internet-based online appraisal services on the Company's Internet web site, ValueThisNow.com (the "Website"), to customers (the "Customers") interested in obtaining an expert's opinion on the Fair Market Value and Replacement Value, as defined in Section 2.5 hereof, of personal property;
WHEREAS, the Appraiser is a provider of valuation services and possesses professional skills, experience, expertise and information with respect to performing appraisals on the Appraisal Categories Selected (Areas of Expertise);
WHEREAS, the Appraiser desires to be engaged by the Company to perform appraisal services on the Company's behalf under the terms and on the conditions set forth in this Agreement and the Company desires to engage Appraiser on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Engagement of the Appraiser. The Company hereby engages the Appraiser, and the Appraiser hereby accepts such engagement, to provide Appraisals of personal property to the Customers and to render an opinion of value in accordance with the forms, standards, guidelines and policies (e.g., https://www.valuethisnow.com/home/become) of the Company which may exist from time to time ("Appraisal Opinion").
2. Performance of Appraisals.
2.1 Appraisal Requirement. The Appraiser will be reasonably available to perform Appraisals for the term of this Agreement. In the event that the Appraiser will be unavailable to perform his duties hereunder for a period of three (3) consecutive business days, the Appraiser will so notify the Company's Appraisal Manager via e-mail to firstname.lastname@example.org one day prior to the unavailability.
2.2 Deadline. The Appraiser will be automatically notified of the arrival of an appraisal request via email and will complete each assigned Appraisal and render an Appraisal Opinion within two (2) business days of receipt of an assignment or within two (2) business days of being provided additional information the Customer might be asked by the Appraiser to provide. In the event that the Appraiser is unable to complete an Appraisal in the time allotted under this Agreement or is unable to complete an Appraisal due to the Appraiser's obligations under Sections 2.5 or for any other reason, the Appraiser will immediately so notify the Company's Appraisal Manager.
2.3 Basis of Appraisals and Appraisal Opinions. The Appraiser will base the Appraisal and Appraisal Opinions on the following:
(a) photographs of the item to be appraised, which photographs will be transmitted digitally by the Customer to the Company and made available by the Company to the Appraiser;
(b) an object description completed by the Customer, the form of which will be provided by the Company to the Customer;
(c) the expertise, training, education, experience and know-how of the Appraiser;
(d) additional information obtained from the Customer, if necessary;
(e) personal market observations and market research, including consultations with other professionals with expertise and experience in the Appraiser's Area of Expertise.
2.4 Area of Expertise. The Appraiser will only perform Appraisals on personal, tangible property that conform to the Appraiser's above noted Area(s) of Expertise, such conformity to be determined by the standards of reasonable conduct and competency of appraisers with similar expertise to the Appraiser. In the event that the Appraiser is assigned to appraise an item of property that does not conform to the Appraiser's Area of Expertise, the Appraiser will immediately so notify the Company's Appraisal Manager at the earliest possible date so that the appraisal assignment can be reassigned in a timely fashion.
2.5 Values. The Appraiser will develop and report an opinion of fair market value and replacement value (comparable). Appraisal Opinions are rendered for the purpose of providing the Customer with the Appraiser's opinion of fair market value and replacement value comparable. If the client is the only intended user of the report, the Company will generate a USPAP-compliant report using the Restricted Appraisal Report option. If there are other intended users in addition to the Customer, the Company will generate a USPAP-compliant report using the Appraisal Report option.
Fair Market Value. For purposes of this Agreement, Fair Market Value means the most probable amount of money a buyer would pay and a seller would receive for an item within the market in which sales to the retail end consumer most commonly occur.
Replacement Value (Comparable). For purposes of the Agreement, Replacement Value (Comparable) means the worth of an item based on the amount of money necessary to obtain a comparable substitute property that would provide the same enjoyment, usefulness and other rights of ownership as did the subject property. Replacement value (comparable) is based on the substitute property's replacement cost (comparable) which is defined as the amount of money necessary to replace the item being appraised with a comparable item of property of like kind, age, quality, and utility having similar wear and tear, obsolescence, and value-relevant characteristics as the item being appraised. Replacement cost (comparable) is useful, for instance, when estimating replacement value (comparable) for acquiring insurance coverage of items not capable of being replaced with a brand new property such as antiques, collectibles, or works of art by a deceased artist. Replacement value appraisals make use of the retail market in which the client most customarily and conveniently shops, and in which he or she can obtain a replacement property within a reasonable amount of time.
2.5.1 Appraisers who are required to comply with USPAP by societal mandate or otherwise, shall comply with the RULES of USPAP including the ETHICS RULE, the COMPETENCY RULE, the SCOPE OF WORK RULE, the RECORD KEEPING, and the JURISDICTIONAL EXCEPTION RULE.
2.6 Appraiser Fees. The Company will pay the Appraiser in accordance with the current appraiser fee schedule which is available by contacting email@example.com. Payments to appraisers shall be made on a monthly basis on or before the fifteenth (15th) day of each month for Appraisal Opinions completed in the preceding month. The Company shall determine, in its sole discretion, the number of Appraisal Opinions completed by Appraiser each month.
2.6.1 Client Refund Policy. VTN offers its customers a 100% satisfaction guarantee. If VTN is unable to achieve that goal, VTN refunds the customer’s payment in full. Should the customer’s payment be refunded, the claiming appraiser’s assignment commission will be forfeited. Customer complaints received by VTN will be forwarded to the claiming appraiser. It is incumbent upon the appraiser to communicate with the customer in an expeditious manner (either via the VTN system messaging functionality or by email) in order to resolve the matter. Based on communications with the client, the appraiser should modify the completed appraisal report as necessary to add clarity, improve understandability or change values if the appraiser feels it appropriate to do so. Appraisers must have a sound basis for any changes made to the assignment results. When the matter has been finalized, the appraiser will so advise VTN admin via email to firstname.lastname@example.org as to the outcome. Note that the appraiser commission will not be forfeited if the customer's only remaining unresolved complaint involves a disagreement with the appraiser's value conclusions.
2.7. Declining an Appraisal Request. Not all items can or should be appraised online. If an item is determined by the Appraiser not to be a candidate for online appraising, the appraisal request will be declined and the client's fee refunded. Those items that fall into the following categories are to be declined by the Appraiser:
2.7.1 Items having a potential value so high as to warrant, in the Appraiser's opinion, a hands-on inspection by a qualified appraiser
2.7.2 Items for which issues regarding age, condition, identity, authenticity cannot be overcome by the Appraiser by means of making critical assumptions
3. Appraisal Opinion. Each Appraisal Opinion completed by the Appraiser will conform to the covenants, terms and conditions contained in this Agreement and any forms or guidelines developed by the Company from time to time and made available to Appraiser. The Appraiser will transmit each Appraisal Opinion to the Company immediately upon its completion. Neither the Appraiser nor the Appraisal Opinion will represent, state or imply that the opinions rendered in the Appraisal Opinion are statements of fact or predictions as to the value that will be attained upon sale or public auction of the appraised item of property. In addition, the Company reserves the exclusive right to edit any Appraisal Opinion in the event that Appraiser fails to follow Company guidelines. Upon transmittal of the Appraisal Opinion, the Company shall prepare a report ("Appraisal Report") based upon the Appraisal Opinion. The Appraisal Report will be transmitted electronically to the Customer (with a copy to the Appraiser) and, for appraisers, shall conform to the appraisal report writing standards of the Uniform Standards of Professional Appraisal Practice (USPAP).
4. Appraiser's Name and Likeness. During the term of this Agreement. Appraiser grants Company the right to use Appraiser's name, voice, biographical material, representation and likeness in any and all media and by any and all means now or hereafter known or devised for informational purposes with respect to Appraiser's services hereunder and for the advertising, publicizing or exploitation of the Company's appraisal services. Upon expiration of any term or other termination of this Agreement, whether for cause or any other reason, Appraiser grants to Company a royalty-free license in perpetuity to use Appraiser's name, voice, biographical material, representation, or likeness contained in any appraisal report created pursuant to this Agreement.
5. Ethical Standards. In addition to the covenants and agreements contained herein, the Appraiser will perform all Appraisals and render all Appraisal Opinions in conformity with the ValueThisNow.com's ethical standards as they may exist from time to time and are made available to Appraiser. Additionally, each appraiser is responsible for reading, understanding and complying with issues addressed in the VTN Knowledge Base. The Knowledge Base is updated from time to time. Appraisers will periodically be asked to re-familiarize themselves with the Knowledge Base content.
6. No Solicitation of Items. The Appraiser will not solicit the purchase of, purchase, take possession of, or cause the dispossession by the Customer of, the item of property assigned to the Appraiser by the Company to perform an Appraisal.
7. Ownership. All object descriptions, Appraisals, Appraisal Opinions, notes, e-mails, documents and other written material, information, photographs, drawings, and materials conceived, created, prepared or furnished by the Appraiser shall remain both while this Agreement is in effect and at all times thereafter the sole and exclusive property of the Company and Company shall have the right to utilize such material for any purpose whatsoever. Appraiser agrees that such materials shall be considered "works made for hire" as that phrase is used in Sections 101 and 201 of the Copyright Revision Act of 1976, as amended. If any such materials or elements shall not be deemed to be a "work made for hire", Appraiser hereby assigns and transfers to Company all rights, including copyright, title and interest in or to all such materials and elements. The Appraiser will not use any such materials for any purpose other than as reference for completing Appraisals or rendering Appraisal Opinions on behalf of the Company.
10. No Solicitation of Appraiser. During the term of this Agreement and for a period of one (1) year immediately following the termination of this Agreement for any reason, Appraiser shall not (whether alone or as a partner or joint venturer with any other person or entity, or as an officer, director, shareholder, employee, consultant, member, manager or agent of any corporation or company or as a trustee of any trust) (i) employ or retain any individual who is or was an employee officer of the Company during the twelve (12) month period immediately preceding the date the Appraiser's engagement ceases, or (ii) contact, solicit or assist in the solicitation of any individual employed by the Company for the purpose of employing, obtaining services for hire or otherwise causing him or her to leave his or her employment or engagement with the Company.
10.1 Reasonableness. The Appraiser acknowledges that the restrictions stated in this Section 10 are reasonable and the covenants are necessary to protect the Company's interests. If, however, a court of competent jurisdiction, at the time of enforcement, shall deem the restrictions as stated in this Section 10 to be unreasonable as to the duration, scope, or area of restriction, then such restrictions may be applied only to such activities and territory and only for such period of time as the court determines to be reasonable in light of all the circumstances then existing, with such determination by the court to be binding on the Company and the Appraiser.
11. Confidentiality. The Appraiser agrees to keep confidential all information related to Appraisals or Appraisal Opinions prepared by the Appraiser or provided to the Appraiser by the Company, a Customer or another Appraiser engaged by the Company, as well as the identity of any Customer, if known. During the term of this Agreement, the Appraiser will have access to, and familiarity with, the confidential and proprietary information of the Company, which is known only to the shareholders, officers, or directors of the Company, or employees, former employees, consultants, or others in a confidential relationship with the Company. The Appraiser agrees that all information and know-how, whether or not in writing, of a private, secret, or confidential nature concerning the Company's business, financial condition, research, or other affairs (collectively, "Confidential Information") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Confidential Information may include information related to Appraisals or Appraisal Opinions provided to the Appraiser, computer source and object codes, programmer's notes and instructions, flow charts and user documentation, advertising pricing, strategic partner agreements, client/customer lists, customer information, processes, know-how, discoveries, improvements, inventions, methods, techniques, formulas, compositions, projects, developments, plans, strategies, forecasts, budgets, projections, research data, financial data, personnel data, copyrights, trademarks, patents, service marks, or other intellectual property. The Appraiser shall not, whether during or after employment with the Company (and except as expressly authorized in writing by the Company, or unless compelled to disclose the Confidential Information by judicial or governmental authority) disclose any Confidential Information to any person or entity other than the Company, unless and until such Confidential Information has become public knowledge without fault of the Appraiser. All written or other tangible material containing Confidential Information shall be delivered to the Company upon the earlier of a request by the Company or the termination or expiration of this Agreement. The Appraiser further agrees to treat all confidential information and know-how of any affiliate, client, employee, customer, contractor, vendor, or supplier of the Company in the same manner as the Confidential Information. In addition to any other covenant and obligation set forth in this Agreement, the Appraiser hereby covenants and agrees to refrain from disclosing any confidential information to any third person or entity for so long as such confidential information is deemed to be a trade secret.
12. Indemnification. The Company agrees to indemnify, defend and hold harmless the Appraiser for any damages, fees, costs or awards arising from act of simple negligence of the Appraiser in the course of the Appraiser's performance of Appraiser's duties hereunder. The Company shall not be required to indemnify, defend and hold harmless the Appraiser for any damages, fees, costs or awards arising from the gross negligence or willful misconduct of the Appraiser in the course of the Appraiser's performance of Appraiser's duties hereunder.
13. Term and Termination. This Agreement shall be for an initial term of one (1) year commencing as of the date of this Agreement. The initial term will be extended automatically for successive one (1) year extension terms unless either party provides written notice to the other at least thirty (30) days prior to the end of the initial term or any extension term that it does not desire that the Agreement renew. Notwithstanding anything above to the contrary, this Agreement and Company's engagement of the Appraiser may be terminated by either party at any time upon written notice from such party. The initial term and all extension terms shall collectively be referred to as the "Term."
14. Survival. The terms and conditions of Sections 5, 7, 8, 9, 10, 11, 13, 16.4 and 16.5 shall survive any expiration or termination of this Agreement.
15. Notices. Notices shall be in writing and shall be deemed to have been received (a) three (3) business days after the date when mailed by United States certified mail (postage prepaid, return receipt requested) to the addresses of the parties set forth below the signature of each party, or (b) one (1) business day after the date when forwarded via nationally recognized overnight delivery service to the addresses of the parties as set forth below the signature of each party.
16. Policy on Fraudulent Purchases
This section establishes policies which VTN as well as VTN appraisers will adhere to should it be determined that a customer has made use of a stolen credit card to purchase an appraisal report fraudulently.
ValueThisNow.com does business by accepting credit card payments in exchange for premium USPAP-compliant online personal property appraisals.
Like other companies that accept credit cards for online transactions, VTN is at risk for receiving fraudulent payments by individuals who make use of a stolen credit card.
In the event that an appraisal is completed and, subsequently, the true owner of the card disputes the charge by informing VTN that the card had been stolen and fraudulently used, VTN will review the matter and will make every effort to determine whether or not the transaction was authentic and valid.
If VTN determines that the transaction was, in fact, fraudulent, VTN will have no choice other than to refund the money back to the true card owner. Should this unfortunate incident occur, VTN will be forced to forfeit 100% of the money received and, in turn, the appraiser agrees to forfeit 100% of any earned commission from that fraudulent transaction.
An incident like this is likely to be exceedingly rare but could occur. By agreeing to be a ValueThisNow appraiser, you agree to this VTN Policy on Fraudulent Purchases.
17. General Provisions
17.1 Relationship of Parties. The relationship of the Appraiser and the Company established by this Agreement is that of a independent contractor, and nothing contained in this Agreement shall be construed to constitute the parties as agents, partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. Appraiser acknowledges and agrees that it shall provide its own equipment, tools and references necessary to perform Appraiser's duties hereunder. Appraiser shall be free to perform Appraiser's duties hereunder at such times and in such manner as Appraiser determines subject only to the restrictions contained in this Agreement. Each party assumes sole responsibility for the acts and omissions of its own employees, representatives and agents. Personnel of one party have no authority to make commitments or enter into contracts on behalf of, bind or otherwise obligate any other party in any manner whatsoever.
17.2 Assignment. Neither party shall assign this Agreement, in whole or part, without the prior written consent of the other party except that either party may assign this Agreement in its entirety to its parent company, any subsidiary in which it holds a majority voting interest, or to its successor in connection with a merger, reorganization or sale of all or substantially all of the business, or part of the business, to which this Agreement relates. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The making of an assignment permitted hereunder shall not relieve the party making such assignment from any of its obligations hereunder.
17.3 Waiver, Amendment and Modification. No waiver, amendment or modification of any provision hereof shall be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced. No failure by either party to exercise and no delay by either party in exercising any right, power or remedy with respect to the obligations secured hereby shall operate as a subsequent waiver of any such right, power or remedy. It is expressly understood and agreed that no usage of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement or any part hereof.
17.4 Governing Law; Consent to Jurisdiction. This Agreement shall be governed and construed in accordance with the internal substantive laws of the State of California. In all court proceedings brought in connection with this Agreement, the parties hereto irrevocably consent to exclusive personal jurisdiction by, and venue in, any state and federal court located in the State of California and agree not to assert in any such action, suit, or proceeding that it or he is not personally subject to the jurisdiction of such courts, that the action, suit, or proceeding is brought in an inconvenient forum, or that venue of the action, suit, or proceeding is improper.
17.5 WAIVER OF TRIAL BY JURY. THE APPRAISER AND THE COMPANY EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF EITHER PARTY.
17.6 Severability. In the event that any provision of this Agreement shall be deemed by any tribunal of competent jurisdiction to be overly broad in any respect and unenforceable, it shall be modified as necessary to render it enforceable, and shall be enforced accordingly. In the event that, notwithstanding the foregoing, a tribunal of competent jurisdiction shall refuse to enforce any of the provisions contained in this Agreement, then the unenforceable provision shall be deemed eliminated from this Agreement for the purpose of such enforcement to the extent necessary to permit the remaining provisions hereof to be enforced.
17.7 Entire Agreement. This Agreement constitutes the complete, final and exclusive understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior to or contemporaneous oral or written representations, understandings, agreements or communications between the Parties concerning the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.
17.8 Counterparts. This Agreement may be executed in counterparts with the same force and effect as if each of the signatories had executed the same instrument.
17.9 Non-Disparagement. Neither Appraiser nor Company shall disparage the business reputation of the other (including the party's respective management teams) nor take any actions that are harmful to the other's goodwill with its customers, content providers, bandwidth or other network infrastructure providers, vendors, operators, the media or the public. The parties recognize that such actions would cause irreparable harm for which there is no adequate remedy at law and that either party may seek in state or federal court a temporary restraining order and seek preliminary and permanent injunctive relief in state or federal court to stop any such conduct or statements for any breach or threatened breach of this Subsection 15.9 during the term of this Agreement and for a period of two years thereafter. Notwithstanding anything above to the contrary, a dispute between the parties resulting in legal action shall not constitute disparagement for purposes of this section.
17.10 Publicity. Appraiser will not issue any press release or similar publicity statement regarding this Agreement without the prior written approval of the Company or as required by law. Appraiser shall include a pre-approved ValueThisNow.com logo and link on Appraiser's web site, if such a web site exists.
17.11 No Conflicts; Representations. Appraiser will take all necessary steps to avoid any conflict or interest (or the appearance thereof) in offering the Appraisal Opinion. Appraiser will not list or bid on, directly or indirectly (such as by having a financial stake in the item or seller) items that Appraiser has provided an Appraisal Opinion, or to the knowledge of the Appraiser, items that the Company has provided an Appraisal Opinion. Appraiser will not accept compensation for the Appraisal Opinion except pursuant to this Agreement.
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed and delivered by its duly authorized officer or representative as of the date the Appraiser makes application to the Company to Become an Appraiser.