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HOME SUPPORT DEPOT TERMS AND CONDITIONS

Welcome to Home Support Depot! This Agreement governs your relationship with Home Support Depot, Llc. In this Agreement, we will refer to you, the member Service Professional, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you" or "SP" and to Home Support Depot, Llc. and its employees and agents as "we" or "us" or "HSD." References herein to the HSD web site include any and all web sites now, or hereafter, owned or operated by HSD.

I. What We Agree to Regarding Membership.

HSDs customers have the ability to contact your company direct via phone, email or website through your directory listing via HSD web site. HSD also may receive a direct request from customers whom we will match with the SP of our choice.

The information we provide about you will be based on the information you submit during the Company Profile Interview (which you may amend from time to time)

We do not guarantee to provide you any specific number of Leads, nor do we make guarantees, representations or warranties regarding a customer's level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor do we guarantee that you will successfully contact each customer. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. HSD is free to contract with other Service Professionals as this is not an exclusive contract.

We provide customers with the ability to rate their experience working with you via Customer Ratings & Reviews.

II. 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, as follows:
a. 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.
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.
c. You will comply with the HSD 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 HSD to comply with any changes.
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 HSD with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with HSD 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 HSD. 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 HSD to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
e. You agree to abide by and to follow the terms of the HSD 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 our 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.
f. A consumer cannot contract with you via the HSD 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. 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. HSD reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HSD 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 HSD 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 HSD as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HSD.
g. You acknowledge and agree that all of the content and information posted on the HSD Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all HSDService 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 HSD. 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 HSD Website, other than content provided directly by you. You acknowledge that a violation of the foregoing could result in significant damages, and you agree that you are liable to HSD for any such damages, and will indemnify HSD in the event of any third party claims against HSD based on or arising from your violation of the foregoing. You acknowledge and agree that HSD 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. HSD 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.
h. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HSD, any customer or other third party, including, but not limited to, (i) incorporating any fee in a customer's bill for any fees paid to HSD, (ii) charging HSD 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 HSD SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THERIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OF OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HSD AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT ON THE PART OF HSD. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH 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 SHARE, 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 HSD, 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.
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 transferr any Service Requests, or Leads provided by HSDto any other party, including any other HSD Service Professionals.

III. Fees.
a. You agree to be bound by the then applicable pricing plan provisions $49 per month. Our billing period runs monthly from date of membership through the following month. (all accounts created on the 28th to the 31st will be billed on the 28th. You agree that payment will be made by HSD initiating an ACH transfer or processing your credit card (for Canadian SP's, credit card only) each Month for the previous months membership.
b. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your HSD profile are kept up-to-date and accurate. HSD is not responsible, or liable, for undelivered customer notifications.
c. HSD reserves the right, at its sole discretion, to provide periodic discounts and incentive programs to you and/or other Service Professionals.
d. You acknowledge that you will not receive a detailed account statement unless you provide HSD with a valid email address. HSD will process your balance due at the end of your billing period via your selected payment method. Past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law. In addition, any returned payments will incur a $20 fee per transaction.
e. Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
f. All membership dues constitute advertising fees paid by you to HSD and are in no way, referral commissions based upon your successful completion of services.
g. No fee is due or payable to the extent such fee is in violation of any applicable law. h. HSD is not obligated to refund to you any amounts of prepaid Lead Fees or other prepaid fees for which services have not been rendered to you by HSD.

IV. Other Terms
a. This Agreement, and the HSD Fee Schedule, may be changed from time to time and you agree to be bound by any changes that are posted on the HSD Website or which are otherwise communicated to you; the current applicable Agreement and HSD Fee Schedule is available upon request.
b. You may terminate this Agreement upon our receipt of your written notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any services delivered to you prior to us receiving your termination during normal business hours. (minimum 3 month commitment once your website is built)
c. HSD, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the HSD network immediately at any time for any reason or no reason at all.
d. If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue with respect to Sections I (d) ; II; III (d), (e), (g) and (h); V;, and any opportunities provided to you during the term of this Agreement and relationships you enter into or create from those opportunities will continue to be governed by this Agreement including but not limited to with respect to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims.
e. If it is determined or suspected by HSD in its sole discretion that you are misusing or attempting to misuse or circumvent the HSD services or system or any customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by HSD, in addition to our right to immediately terminate this Agreement, HSD reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
f. In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
g. You will be liable for any attorneys' fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of Colorado (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Denver Colorado are the exclusive forum for litigation of any claim by you arising under this Agreement, and you submit to sole and exclusive jurisdiction in the state of Colorado, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.
h. The relationship between HSD and you shall be that of independent contractors and neither party shall be or represent itself to be an agent, employee, partner or joint venture of the other, nor shall either party have or represent itself to have any power or authority to act for, bind or commit the other.
i. If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
j. Wireless data usage is subject to the fees and terms of your wireless subscriber agreement or data service plan with your provider, and you may incur charges from your telephone service provider for text messages, phone calls, email communications and data transferred.