What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows: a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible. b. You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile. c. You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions. d. You will comply with the HomeAdvisor membership requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes. e. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect. f. You agree to abide by and to follow the terms of the HomeAdvisor Resolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed. g. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting or being contacted by you. h. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor. i. By posting or providing any content on the HomeAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor Website, and on any other websites owned or operated by HomeAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor may have to the Content, for example under other licenses. HomeAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor account is terminated, or if you remove any Content from your HomeAdvisor account, HomeAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you. j. You acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website. k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion. l. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N THE PART OF HOMEADVISOR. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISOR, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES. m. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals. n. In addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing. o. In the event you participate in any promotion whereby HomeAdvisor promotes an offer or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount. p. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. By enrolling in the HomeAdvisor network or otherwise becoming a customer of HomeAdvisor, and/or by inquiring about membership in the HomeAdvisor network or other HomeAdvisor products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact
Appears in 5 contracts
Samples: Service Agreement, Service Agreement, Service Agreement
What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows:
a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible.
b. You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. b. You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d. c. You will comply with the HomeAdvisor membership requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes.
e. d. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
f. e. You agree to abide by and to follow the terms of the HomeAdvisor Resolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g. f. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting or being contacted by you.
h. g. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor.
i. h. By posting or providing any content on the HomeAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor Website, and on any other websites owned or operated by HomeAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor may have to the Content, for example under other licenses. HomeAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor account is terminated, or if you remove any Content from your HomeAdvisor account, HomeAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
j. i. You acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion.
l. j. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N THE PART OF HOMEADVISOR. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISOR, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
m. k. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals.
n. l. In addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.
o. m. In the event you participate in any promotion whereby HomeAdvisor promotes an offer or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
p. n. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. Agreement
o. By enrolling in the HomeAdvisor network or otherwise becoming a customer of HomeAdvisor, and/or by inquiring about membership in the HomeAdvisor network or other HomeAdvisor products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contactcontact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, and even if you have previously opted-out from receiving marketing emails from HomeAdvisor, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree to sign up for at least two methods of lead notification (for example SMS and email), and acknowledge that if you do not sign up for at least two methods of lead notification, HomeAdvisor is not responsible for any delayed or undelivered leads.
Appears in 2 contracts
Samples: Service Agreement, Service Agreement
What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows:
a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible.
b. You x. Xxx are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. You x. Xxx are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d. You x. Xxx will comply with the HomeAdvisor membership requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes.
e. You x. Xxx hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
f. You x. Xxx agree to abide by and to follow the terms of the HomeAdvisor Resolution HomeAdvisorResolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g. f. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting or being contacted by you.
h. g. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor.portions
i. By posting or providing any content on the HomeAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor Website, and on any other websites owned or operated by HomeAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor may have to the Content, for example under other licenses. HomeAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor account is terminated, or if you remove any Content from your HomeAdvisor account, HomeAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
j. You x. Xxx acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion.
l. You x. Xxx will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU xxxxxxxxxx.XXX ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR HomeAdvisor SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREINTHERIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OF OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR HomeAdvisor AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N ON THE PART OF HOMEADVISORHomeAdvisor. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORESHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISORHomeAdvisor, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
m. You x. Xxx agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals.
n. In x. Xx addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- to-date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.with
o. In x. Xx the event you participate in any promotion whereby HomeAdvisor promotes an offer or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
p. m. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. By enrolling in the HomeAdvisor network or otherwise becoming a customer of HomeAdvisor, and/or by inquiring about membership in the HomeAdvisor network or other HomeAdvisor products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contactthe
Appears in 1 contract
Samples: Service Agreement
What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows:
a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible.
b. You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. b. You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and upon request will produce documentation to verify this), and further, that you thatyou have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d. c. You will comply with the HomeAdvisor membership requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes.
e. d. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
f. e. You agree to abide by and to follow the terms of the HomeAdvisor Resolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g. f. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting or being contacted by you.
h. g. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor.
i. h. By posting or providing any content on the HomeAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor Website, and on any other websites owned or operated by HomeAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor may have to the Content, for example under other licenses. HomeAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor account is terminated, or if you remove any Content from your HomeAdvisor account, HomeAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
j. i. You acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion.
l. j. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N THE PART OF HOMEADVISOR. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISOR, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
m. k. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals.
n. l. In addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.
o. m. In the event you participate in any promotion whereby HomeAdvisor promotes an offer or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
p. n. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. o. By enrolling in the HomeAdvisor ${brandName} network or otherwise becoming a customer of HomeAdvisor${brandName}, and/or by inquiring about membership in the HomeAdvisor ${brandName} network or other HomeAdvisor ${brandName} products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contactcontact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, and even if you have previously opted-out from receiving marketing emails from ${brandName}, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree to sign up for at least two methods of lead notification (for example SMS and email), and acknowledge that if you do not sign up for at least two methods of lead notification, ${brandName} is not responsible for any delayed or undelivered leads.
Appears in 1 contract
Samples: Service Agreement
What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows:
a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible.
b. You x. Xxx are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. You x. Xxx are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d. You x. Xxx will comply with the HomeAdvisor membership requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes.
e. You x. Xxx hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
f. You x. Xxx agree to abide by and to follow the terms of the HomeAdvisor Resolution HomeAdvisorResolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g. f. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting or being contacted by you.
h. g. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor.our
i. By posting or providing any content on the HomeAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor Website, and on any other websites owned or operated by HomeAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor may have to the Content, for example under other licenses. HomeAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor account is terminated, or if you remove any Content from your HomeAdvisor account, HomeAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
j. You x. Xxx acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion.
l. You x. Xxx will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU xxxxxxxxxx.XXX ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR HomeAdvisor SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREINTHERIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OF OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR HomeAdvisor AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N ON THE PART OF HOMEADVISORHomeAdvisor. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORESHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISORHomeAdvisor, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
m. You x. Xxx agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals.
n. In x. Xx addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- to-date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.Exact
o. In x. Xx the event you participate in any promotion whereby HomeAdvisor promotes an offer or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
p. m. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. By enrolling in the HomeAdvisor network or otherwise becoming a customer of HomeAdvisor, and/or by inquiring about membership in the HomeAdvisor network or other HomeAdvisor products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contactthe
Appears in 1 contract
Samples: Service Agreement
What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows:
a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible.
b. You x. Xxx are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. You x. Xxx are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d. You x. Xxx will comply with the HomeAdvisor membership requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes.
e. You x. Xxx hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
f. You x. Xxx agree to abide by and to follow the terms of the HomeAdvisor Resolution HomeAdvisorResolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g. f. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting or being contacted by you.
h. g. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor.portions
i. By x. Xx posting or providing any content on the HomeAdvisor HomeaAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor HomeaAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor HomeaAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor HomeaAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor HomeaAdvisor Website, and on any other websites owned or operated by HomeAdvisorHomeaAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor HomeaAdvisor may have to the Content, for example under other licenses. HomeAdvisor HomeaAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor HomeaAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor HomeaAdvisor account is terminated, or if you remove any Content from your HomeAdvisor HomeaAdvisor account, HomeAdvisor HomeaAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
j. You x. Xxx acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion.
l. You x. Xxx will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N THE PART OF HOMEADVISOR. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISOR, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.your
m. You x. Xxx agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals.
n. In x. Xx addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- to-date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.
o. In x. Xx the event you participate in any promotion whereby HomeAdvisor promotes an offer or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
p. n. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. By enrolling in the HomeAdvisor network or otherwise becoming a customer of HomeAdvisor, and/or by inquiring about membership in the HomeAdvisor network or other HomeAdvisor products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contactthe
Appears in 1 contract
Samples: Service Agreement
What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows:
a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible.
b. You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. b. You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d. c. You will comply with the HomeAdvisor membership requirements as specified from time to time, including any required insurance coverage. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes.
e. d. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.and
f. e. You agree to abide by and to follow the terms of the HomeAdvisor Performance Pledge, Code of Ethics and the Resolution Process, each as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customerour limited service guarantee (the terms of which may be found in our Resolution Process), or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g. f. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's consumer?s interest in contacting or being contacted by you.
h. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. .? HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor.
i. By posting or providing any content on the HomeAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor Website, and on any other websites owned or operated by HomeAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor may have to the Content, for example under other licenses. HomeAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor account is terminated, or if you remove any Content from your HomeAdvisor account, HomeAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
j. g. You acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion.
l. h. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, disclosing (i) incorporating any user personal information to fee in a customer's xxxx for any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N THE PART OF HOMEADVISOR. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISOR, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.fees paid to
m. i. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals.
n. j. Manager Accounts (if applicable): If you elect, and are eligible, to become a Manager Account, and you meet the applicable HomeAdvisor requirements, you may assign a Service Request, or Lead (that you do not personally take and contact) to ONLY ONE SINGLE pre-designated employee or agent such as a sub-contractor or agent working under your direct supervision (a "Sub-Account Agent"), which Sub-Account Agent must be registered and approved as a service professional in our system prior to being eligible to receive any Service Requests, or Leads. You may assign a Lead to only one Sub-Account Agent, such that only one of your Sub-Account Agents (and not you, except for the sole purpose of introducing the Sub-Account Agent to the customer) will ever contact the customer relating to such Lead. You, as Manager, are not allowed to contact a Lead and then transfer the Lead to a Sub-Account Agent, or transfer the Lead to a Sub-Account Agent and then separately contact the Lead (for example to re-pitch, retrieve or try to salvage the customer). Any Sub-Account agent that receives a Lead from a Manager Account may not transfer, sell, share or distribute such Lead in any way to any other parties whatsoever, including but not limited to office-mates or any other Sub-Account agents working with for the same or other Manager Accounts, or back to the Manager Account (and you, as Manager, agree to insure that Sub-Account Agents comply with this restriction). You hereby acknowledge and agree that you are liable for all of the actions, and failures to act, of your
k. In addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- to-date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.and
o. l. In the event you participate in any promotion whereby HomeAdvisor promotes an offer offer, or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
p. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. By enrolling in the HomeAdvisor network or otherwise becoming a customer of HomeAdvisor, and/or by inquiring about membership in the HomeAdvisor network or other HomeAdvisor products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact
Appears in 1 contract
Samples: Service Agreement
What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows:
a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible.
b. You x. Xxx are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. You x. Xxx are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d. You x. Xxx will comply with the HomeAdvisor membership requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes.
e. You x. Xxx hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
f. You x. Xxx agree to abide by and to follow the terms of the HomeAdvisor Resolution HomeAdvisorResolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g. f. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting or being contacted by you.
h. . If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor.
i. By posting or providing any content on the HomeAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor Website, and on any other websites owned or operated by HomeAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor may have to the Content, for example under other licenses. HomeAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor account is terminated, or if you remove any Content from your HomeAdvisor account, HomeAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
j. You x. Xxx acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion.
l. You x. Xxx will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU xxxxxxxxxx.XXX ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR HomeAdvisor SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREINTHERIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OF OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR HomeAdvisor AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N ON THE PART OF HOMEADVISORHomeAdvisor. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORESHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISORHomeAdvisor, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
m. You x. Xxx agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals.
n. In j. Manager Accounts (if applicable): If you elect, and are eligible, to become a Manager Account, and you meet the applicable HomeAdvisor requirements, you may assign a Service Request, or Lead (that you do not personally take and contact) to ONLY ONE SINGLE pre-designated employee or agent such as a sub-contractor or agent working under your direct supervision (a "Sub-Account Agent"), which Sub-Account Agent must be registered and approved as a service professional in our system prior to being eligible to receive any Service Requests, or Leads. You may assign a Lead to only one Sub-Account Agent, such that only one of your Sub-Account Agents (and not you, except for the sole purpose of introducing the Sub-Account Agent to the customer) will ever contact the customer relating to such Lead. You, as Manager, are not allowed to contact a Lead and then transfer the Lead to a Sub-Account Agent, or transfer the Lead to a Sub-Account Agent and then separately contact the Lead (for example to re-pitch, retrieve or try to salvage the customer). Any Sub-Account agent that receives a Lead from a Manager Account may not transfer, sell, share or distribute such Lead in any way to any other parties whatsoever, including but not limited to office-mates or any other Sub-Account agents working with for the same or other Manager Accounts, or back to the Manager Account (and you, as Manager, agree to insure that Sub-Account Agents comply with this restriction). You hereby acknowledge and agree that you are liable for all of the actions, and failures to act, of your
x. Xx addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- to-date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.
o. In x. Xx the event you participate in any promotion whereby HomeAdvisor promotes an offer or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
p. m. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. By enrolling in the HomeAdvisor network or otherwise becoming a customer of HomeAdvisor, and/or by inquiring about membership in the HomeAdvisor network or other HomeAdvisor products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contactthe
Appears in 1 contract
Samples: Service Agreement
What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows:
a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible.
b. You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. b. You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d. c. You will comply with the HomeAdvisor membership requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes.
e. d. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
f. e. You agree to abide by and to follow the terms of the HomeAdvisor Resolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g. f. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting or being contacted by you.
h. g. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor.any
i. h. By posting or providing any content on the HomeAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor Website, and on any other websites owned or operated by HomeAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor may have to the Content, for example under other licenses. HomeAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor account is terminated, or if you remove any Content from your HomeAdvisor account, HomeAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
j. i. You acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion.
l. j. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N THE PART OF HOMEADVISOR. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISOR, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
m. k. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals.
n. l. In addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.
o. m. In the event you participate in any promotion whereby HomeAdvisor promotes an offer or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
p. n. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. Agreement
o. By enrolling in the HomeAdvisor network or otherwise becoming a customer of HomeAdvisor, and/or by inquiring about membership in the HomeAdvisor network or other HomeAdvisor products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contactcontact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, and even if you have previously opted-out from receiving marketing emails from HomeAdvisor, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree to sign up for at least two methods of lead notification (for example SMS and email), and acknowledge that if you do not sign up for at least two methods of lead notification, HomeAdvisor is not responsible for any delayed or undelivered leads.
Appears in 1 contract
Samples: Service Agreement
What You Agree. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HomeAdvisor customer, and thereafter while this Agreement remains in effect, as follows:
a. Membership in the HomeAdvisor network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join HomeAdvisor, you represent and warrant that you are eligible.
b. You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. b. You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations(and regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d. c. You will comply with the HomeAdvisor membership requirements as specified from time to time, including any required insurance coverage. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HomeAdvisor to comply with any changes.
e. d. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HomeAdvisor with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HomeAdvisor you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify HomeAdvisor. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize HomeAdvisor to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
f. e. You agree to abide by and to follow the terms of the HomeAdvisor Performance Pledge, Code of Ethics and the Resolution Process, each as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customerour limited service guarantee (the terms of which may be found in our Resolution Process), or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g. f. If you provide any quotes to consumers via the HomeAdvisor website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the HomeAdvisor website. In the event a consumer selects you on our website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the consumer's consumer?s interest in contacting or being contacted by you.
h. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. .? HomeAdvisor reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HomeAdvisor Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by HomeAdvisor of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of HomeAdvisor as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HomeAdvisor.
i. By posting or providing any content on the HomeAdvisor Website, including but not limited to photographs ("Content"), you represent and warrant to HomeAdvisor that you own or have all necessary rights to use the Content, and grant to HomeAdvisor the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant HomeAdvisor and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub- licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the HomeAdvisor Website, and on any other websites owned or operated by HomeAdvisor. Nothing in this Agreement shall restrict other legal rights HomeAdvisor may have to the Content, for example under other licenses. HomeAdvisor reserves the right to remove or modify Content for any reason, including Content that HomeAdvisor believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your HomeAdvisor account is terminated, or if you remove any Content from your HomeAdvisor account, HomeAdvisor and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
j. g. You acknowledge and agree that all of the content and information posted on the HomeAdvisor Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HomeAdvisor Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HomeAdvisor. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the HomeAdvisor Website, other than content provided directly by you. You represent and warrant that all of the information you provide to HomeAdvisor, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to HomeAdvisor for any such damages, and will indemnify HomeAdvisor in the event of any third party claims against HomeAdvisor based on or arising from your violation of the foregoing. You acknowledge and agree that HomeAdvisor has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. HomeAdvisor is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.any
k. You acknowledge and agree that in certain areas of the HomeAdvisor website or its affiliates' sites, the "star" rating that you have received from consumers may be converted to a "letter" rating, in HomeAdvisor's sole discretion. If you are an Angie's List service professional, HomeAdvisor may convert your "letter" rating into a "star" rating for display on the HomeAdvisor site, in HomeAdvisor's sole discretion.
l. h. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HomeAdvisor, any customer or other third party, including, but not limited to, (i) incorporating any fee in a customer's xxxx for any fees paid to HomeAdvisor, (ii) charging HomeAdvisor customers any more than your other customers, or (iii) disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HOMEADVISOR SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREINTHERIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OF OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HOMEADVISOR AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N ON THE PART OF HOMEADVISOR. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-ANTI- SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORESHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOMEADVISOR, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
m. i. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HomeAdvisor to any other party, including any other HomeAdvisor Service Professionals.
n. j. Manager Accounts (if applicable): If you elect, and are eligible, to become a Manager Account, and you meet the applicable HomeAdvisor requirements, you may assign a Service Request, or Lead (that you do not personally take and contact) to ONLY ONE SINGLE pre-designated employee or agent such as a sub-contractor or agent working under your direct supervision (a "Sub-Account Agent"), which Sub-Account Agent must be registered and approved as a service professional in our system prior to being eligible to receive any Service Requests, or Leads. You may assign a Lead to only one Sub-Account Agent, such that only one of your Sub-Account Agents (and not you, except for the sole purpose of introducing the Sub-Account Agent to the customer) will ever contact the customer relating to such Lead. You, as Manager, are not allowed to contact a Lead and then transfer the Lead to a Sub-Account Agent, or transfer the Lead to a Sub-Account Agent and then separately contact the Lead (for example to re-pitch, retrieve or try to salvage the customer). Any Sub-Account agent that receives a Lead from a Manager Account may not transfer, sell, share or distribute such Lead in any way to any other parties whatsoever, including but not limited to office-mates or any other Sub-Account agents working with for the same or other Manager Accounts, or back to the Manager Account (and you, as Manager, agree to insure that Sub-Account Agents comply with this restriction). You hereby acknowledge and agree that you are liable for all of the actions, and failures to act, of your
k. In addition to all of the other terms and conditions herein, SPs using HomeAdvisor's Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to- date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by HomeAdvisor; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current HomeAdvisor fee schedule; (iv) HomeAdvisor may provide SP's phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP's Exact Match Number or visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the HomeAdvisor network, or the SP not having any available spend target. In such event, HomeAdvisor may direct consumers from the SP's online profile page to the HomeAdvisor website; (vi) SP hereby authorizes HomeAdvisor to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes HomeAdvisor to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using HomeAdvisor's Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.)
o. l. In the event you participate in any promotion whereby HomeAdvisor promotes an offer offer, or discount related to your services, whether on the HomeAdvisor Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
p. For Website Purchases, you agree to the HomeAdvisor Website License & Services Agreement q. By enrolling in the HomeAdvisor network or otherwise becoming a customer of HomeAdvisor, and/or by inquiring about membership in the HomeAdvisor network or other HomeAdvisor products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact
Appears in 1 contract
Samples: Service Agreement
