TownPros Terms and Conditions
This Website (www.TownPros.com) and the services of TownPros, including Pro Services and any Enhanced Product (collectively the "Services"), are offered to you (the “User” or the “Service Professional”), conditioned on your acceptance without modification, of the following terms, conditions, and notices contained in this agreement (the "Terms and Conditions"). Your use of the Website or the Services constitutes your agreement to all such terms, conditions, and notices in effect at such time.
These Terms and Conditions apply to any services or properties such as websites or apps owned and operated by TownPros and collectively referred to herein as "TownPros," on which a link to these Terms & Conditions appears. If you have any questions regarding these Terms & Conditions, you may contact us at www.TownPros.com. We may amend these Terms & Conditions at any time by posting a revised version of these Terms and Conditions.
CONSENT TO TERMS AND CONDITIONS
- Consent. You affirm that you are at least 18 years of age or the age of majority in your jurisdiction, whichever is greater, and are fully able and competent to enter into, and comply with, these Terms and Conditions. If you are accessing and using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms and Conditions. In that situation, "you" and "your" will refer to both you and that entity.
- Other Program Terms. Certain programs offered by TownPros through the Services may have additional terms and conditions (the “Additional Program Terms”). If you elect to participate in one of these programs, TownPros will communicate the applicable Additional Program Terms to you. By participating in that program, you acknowledge that you have read, understood, and agree to be bound by, the Additional Program Terms, which will be deemed to be a part of these Terms and Conditions.
At TownPros we are committed to making your total TownPros experience a positive one. Accordingly, you can find service professionals through TownPros (collectively, "Service Professionals") in your area by requesting a referral for a specific task (the “Services”), subject to the terms and conditions set forth hereinafter.
- User Request. Upon entering your information and the request for which you would like a Service Professional, we will attempt to match you with Service Professionals in your area, who may be interested in fulfilling your service need. However, we do not guarantee nor represent or warrant that we will be able to match your service needs with a Service Professional or that there are Service Professionals in your area that are either capable or willing to complete your service needs.
- No Guarantees or Endorsements. Although we take certain steps to examine the credentials of the Service Professionals listed on the Website, we make no guarantees, warranties or representations regarding the skills or undertakings of such Service Professional or the quality of the job that he or she may perform for you if you elect to retain their services. TownPros does not endorse or recommend the services of any particular Service Professional. Furthermore, we do not independently verify their representations about their services, nor validate any reviews. It is entirely up to you to evaluate the Service Professional and the Service Professional's qualifications, and to enter into a direct contract or otherwise reach agreement with a Service Professional. We do not guarantee or warrant any Service Professional's performance on the job or the outcome or quality of the services performed. The Service Professionals are not employees or agents of TownPros, nor is TownPros an agent of the Service Professionals. TownPros expresses no control whatsoever as to how Service Professionals perform their work.
- No Contracting via the TownPros Website. TownPros, through the Website, may inform you of certain offers or discounts provided by a Service Professional. Such offers or discounts are made solely by the Service Professional, and TownPros does not guarantee or warrant the pricing or discounts that a Service Professional may offer you. Any quotes provided by Service Professionals via the Website or apps, or which you find on the Website or apps, are not contractually binding offers, are for informational purposes only, and cannot be accepted on or via the Website. No contractual arrangement is created based upon the quotes provided to you from Service Professionals (or your scheduling of an appointment with a Service Professional) via TownPros. To contract with a Service Professional, you must work directly with the Service Professional. TownPros does not perform, and is not responsible for, any of the services requested by you in your service request. Your rights under contracts you enter into with Service Professionals are governed by the terms of such contracts and by applicable federal, state, provincial and local laws. TownPros is not a party to such agreements. All payments and applicable taxes must be made to the Service Professional in accordance with the agreements.
- Release from Damages or Claims. Should you have a dispute with respect to any services provided by a Service Professional or the fees charged by any Service Professional, you must address such dispute with the Service Professional directly. YOU HEREBY AGREE TO RELEASE TOWNPROS (AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, EMPLOYEES AND AGENTS) FROM ANY DAMAGES OR CLAIMS (INCLUDING CONSEQUENTIAL AND INCIDENTAL DAMAGES) OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, AND DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES AND YOUR DEALINGS WITH ANY SERVICE PROFESSIONALS.
USER/SERVICE PROFESSIONAL GENERATED CONTENT
Posted Content. All Users/Service Professionals hereby agree that all of the
content and information posted by you or your agents or designees on the Website, including but
not limited to:
- Photographs or Images,
- Comments, Questions and/or Answers,
- Any other content (known collectively as "Content") is the sole and exclusive property of TownPros, and that you have no right to reproduce, post, publish, or otherwise use such information other than for your personal use relating to your service request.
- Our Right to Use Your Content. 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. You authorize us and our affiliates, licensees and sub- licensees, without compensation to you or others, to copy, adapt, create derivative works of, reproduce, incorporate, distribute, publicly display or otherwise use or exploit such Content throughout the world in any format or media (whether now known or hereafter created) for the duration of any copyright or other rights in such Content, and such permission shall be perpetual and may not be revoked for any reason. 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.
- Grant of License. You hereby grant TownPros and its users a perpetual, nonexclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, distribute, print, publish, disseminate and place advertising near and adjacent to your Content in any format or media (whether now know or hereafter created) on the TownPros and apps in any manner that we deem appropriate or necessary, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason.
- Representation of Ownership and Right to Use Content. By posting or providing any Content to TownPros, you represent and warrant to TownPros that you own or have all necessary rights to use the Content, and grant to TownPros the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you 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.
Content Guidelines. TownPros reserves the right, but not the obligation, to edit
or abridge, or to refuse to post, or to remove any content that you or any other Service
Professional may post on any TownPros owned or operated websites or apps if TownPros
determines (in its sole discretion) that such content contains or features any of the following:
- Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.)
- References to illegal activity.
- Language that violates the standards of good taste or the standards of this Site.
- Statements that are or appear to be false.
- Comments that disparage TownPros.
With respect to ratings and reviews of Service Professionals, all of the above and
in addition the following:
- Reviews that do not address the goods and services of the business or reviews with no qualitative value (e.g., "work has not started yet").
- Comments concerning a different Service Professional.
- Information not related to work requested in the service request.
- If a dispute arises between a consumer and professional, the rating submitted may be held in pending status until resolution is reached. You represent and warrant that any rating and review provided by you is accurate and truthful, and that your will only provide rating and review for a service professional that has performed services for you pursuant to your applicable service request.
- Posted Content. All Users/Service Professionals hereby agree that all of the content and information posted by you or your agents or designees on the Website, including but not limited to:
PERMISSIBLE USE AND TOWNPROS INTELLECTUAL PROPERTY
- Grant of Limited License to Users. Subject to your compliance with these Terms and Conditions, we hereby grant you, as a User, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for your personal, non-commercial and informational use only.
- Grant of Limited License to Service Professionals. Subject to your compliance with these Terms and Conditions, we hereby grant you, as a Service Professional acting in your professional capacity, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for the purpose of providing information, products and services as contemplated by the Services.
- TownPros Services Are Protected. The Services, including all material and information, and the selection, arrangement and composition of such information ("Materials") are proprietary property of TownPros, its suppliers, and licensors and are protected by United States and international intellectual property laws, including but not limited to trademark and copyright laws. You agree not to remove, alter or obscure any copyright, trademark or proprietary rights notice incorporated in or accompanying the Services or the Materials. Except for the limited license explicitly granted to you under these Terms and Conditions, no other license is granted to you, whether by implication, estoppel or otherwise and all rights are explicitly reserved.
- No Reverse Engineering. You may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or architectural framework for the Services or the Materials (except to the extent specifically permitted by applicable law).
- No Automated Queries; No Harvesting. You may not access, download, monitor, or copy any information or content contained on or in the Materials or the Services through automated or artificial means (including, but not limited to, screen and database scraping, spiders, robots, crawlers, deep-link, or any similar or equivalent automatic or manual process), or in any way obtain or attempt to obtain any content or information through any means that TownPros does not intentionally made available through the Materials and the Services. However, general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent that adheres to all limitations set forth in any applicable robots.txt file. You may not harvest information about Users or Service Professionals for any purpose.
- No Improper Uses. You may not frame any part of our Services. You may not use, or attempt to use, the Services through any means not explicitly and intentionally made available, provided or intended with respect to the Services (including, but not limited to, attempting to gain unauthorized access to any portion of the Properties, the Services, or any other systems connected to the Properties and Services). You may not use or access the Properties or the Services in any manner that could damage, disable, overburden, or impair the Services or that could interfere with the rights of or otherwise harm TownPros, its service providers, suppliers, other Users or any other person.
- Service Professional Profile. If you are a Service Professional, you will be asked to open an account and may be asked to complete a profile in connection with the Services. You agree to promptly complete your profile and to provide us with such additional information as we reasonably request; to provide accurate, complete and up to date information in connection with the Services; and keep that information updated, complete and correct.
ADDITIONAL TERMS FOR USERS
- Collected Data Definition. You agree and acknowledge that TownPros and the Service Professionals may collect text, photos, videos, measurements, comments, reviews, feedback, notes, ideas, know-how, techniques, data or other information (individually and collectively, "Information") before, during, and after the provision of Services, or otherwise in connection with the Services, relating to you, your household, your business, your real or personal property or otherwise (individually and collectively, "Collected Information").
You Are Responsible for User Submissions. The Services may permit you and
other Users and Service Professionals to submit Information (individually and collectively,
"Submissions"). The person submitting a Submission, and not TownPros, is solely responsible
for that person’s Submission and the consequences of submitting it. By way of example and not
limitation, if a Service Prefessional provides you with advice or other information, the Service
Professional (and not TownPros) is solely responsible for that advice and information. You
acknowledge and agree that TownPros has no obligation to pre-screen your or any other person’s
Knowingly submitting false names or contact information not only wastes everybody’s time, it could result in harm to consumers (including violations of privacy) and significant legal and regulatory liability, damages, penalties and costs for TownPros and its service providers and partners, and. Accordingly, if you knowingly input false information in a service request, including but not limited to any name or contact information that is not yours (whether it’s someone else’s or just made up), you agree to fully indemnify and be liable to TownPros and each Service Professionals or other party who accepts that service request for any losses, liabilities, damages (direct, punitive, consequential or other), fines or penalties, and costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by the affected parties in connection with the improper submission.
- Do Not Post Illegal or Harmful Content. You agree that you are the exclusive owner of all rights in the Submissions and such rights have not been assigned or encumbered. You agree not to post, submit or link to any Submissions or material that infringes, misappropriates or violates the intellectual property or other rights of any third party, or that is in violation of any federal, state or local law, rule or regulation. Additionally, you agree not to post, submit or link to any Submissions or material that is deceptive, fraudulent, threatening, harassing, defamatory, obscene or otherwise objectionable as determined by TownPros.
- Do Not Post Improper Content. You agree not to post, submit or link to any Submissions or material that (i) directly or indirectly directs persons to another online or offline location that provides products or services similar to the Services; (ii) involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; or (iii) facilitates gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize.
- Suggestions. If you elect to provide or make available to TownPros any suggestions, comments, ideas, improvements or other feedback relating to the Services or otherwise (“Suggestions”), TownPros will be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner, without credit or compensation to you.
- Telephone Calls and Other Communications. When you contact us, when we contact you, or when you communicate with a Service Professional or a User through the Services (including when we forward calls between Users and Service Professionals), we may monitor and/or record those communications for quality assurance, customer satisfaction and other purposes. You consent to this monitoring and recording.
- Accuracy of Information. TownPros makes no representation or warranty about the accuracy or suitability of the submissions or other information displayed on the Materials or provided through the Services. We use commercially reasonable efforts to promptly update any incorrect information displayed on the Materials, when we are notified or otherwise become aware of such inaccuracy.
ADDITIONAL GENERAL TERMS FOR SERVICE PROFESSIONALS
If you are a Service Professional, the terms in this section also apply to you.
- Licenses, Qualifications, and Obligations. As a Service Professional, you agree that you will solicit, accept and perform work only if you possess the qualifications, experience and skill necessary to complete such work, and you will complete such work with the degree of skill and care that is required by current good and sound professional procedures and practices in accordance with applicable industry standards. Each Service Professional must at all times be a member, in good standing, of its local Homebuilder’s Association. If at any time the Service Professional fails to be a member, in good standing, of its local Homebuilder’s Association, the Service Professional acknowledges that it is no longer eligible to participate in the Services offered by TownPros, and TownPros shall be authorized to remove any and all information of the Service Professional from the Website and/or the Services. You also agree that you have (and will continue to maintain) current valid licenses, authorizations, insurance and bonding required by all applicable authorities for any work you solicit, accept or perform.
- Informational Requests. You agree to comply with TownPros's informational requests from time to time in connection with the Services, including providing information to be used by TownPros (or its third-party service providers) to perform background checks, credit checks, evaluations of reputation and character and other assessments, and to confirm status if we have connected you with a User.
- Taxes. You agree to be properly registered to collect sales, use, excise and other taxes, duties, and other governmental assessments in connection with your products or services ("Taxes"). You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision of your products or services to Users. You agree that you, and not TownPros, are solely responsible for all matters related to Taxes.
- Updated Information. You agree to immediately notify us if: (i) any information you have provided to TownPros, or any relevant information about you, has changed, (ii) a User has notified you that they have a complaint with you or any products or services provided by you, (iii) you have received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to your professional license or your products or services, or (iv) you have been notified of any termination, suspension, or lapse of any professional license, insurance or bonding.
- Information Regarding Users. TownPros may provide you with personal information relating to individuals that are seeking products or services. You may not rent, sell or otherwise provide this information to others without such individual’s consent or except as required to provide your products or services to such individual. You may not use, or attempt to use, this information in a manner that would violate these Terms and Conditions or for any purpose not intended by TownPros.
- Quality Control. TownPros representatives and our service providers may access and monitor your account and usage and communication information and may monitor, review and use such account and usage and communication information as they deem appropriate, including (for example) as reasonably needed to confirm status of project requests when we have connected you with a User, to investigate complaints or billing issues, to provide services to you, and to verify information you or Users have provided.
- Confidentiality. If you receive confidential information from TownPros, until such information is no longer confidential, you agree not to use it or disclose it to any third party except as necessary to perform your obligations contemplated by our relationship. Confidential information includes but is not limited to information concerning TownPros’s fees, marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, practices, trade secrets, and any and all other information that is not generally known to the public.
- Independent Contractor. You acknowledge that you are an independent contractor and no agency, partnership, joint venture or employee-employer relationship with TownPros is intended or created by these Terms or any relationship between us, that you have no power or authority to make any commitments on behalf of TownPros, and that TownPros has no power or authority to make any commitments on your behalf. You will be solely responsible for the supervision, direction and control, compensation, benefits and withholdings of all of your personnel.
PRODUCTS AND SERVICES FOR SERVICE PROFESSIONAL
- Pro Services. TownPros offers all Service Professionals the basic version of the Services (the “Pro Services”). The specific details of the Pro Services are set forth on Appendix 7(A) which is attached hereto and made a part hereof
- No Guarantee. As a Service Professional, you agree and acknowledge that TownPros cannot and does not guarantee the results of the Pro Services or any Enhanced Product, including the exposure you will receive as part of the Services, the number or quality of potential customers with whom you will have contact, or whether a homeowner will actually contract with you to do the work if you respond to their project request. You acknowledge that TownPros may impose limits on the type and/or number of Service Professionals that can participate in particular programs, which Service Professionals are notified about particular project requests and the timing of such notification, and the type and/or number of Service Professionals who can respond to particular project requests.
- Service Professional Profile. You understand and acknowledge that the amount and quality of your information (including the amount and quality of profile data, project activity and endorsements) will affect your exposure within the Services. You agree to immediately complete a Service Professional profile on the TownPros website upon signing up for the Services and to populate such profile with as much information as possible.
- Suspension; Termination. TownPros reserves the right to suspend or terminate any Service Professional’s ability to participate in the Services, purchase an Enhanced Product or otherwise use the Services, including but not limited to as a result of default in payment obligations. Our general practice is to stop sending project requests 7 days after a Service Professional’s account has been terminated or suspended.
ENHANCED PRODUCTS FOR SERVICE PROFESSIONALS
- Enhanced Products. In addition to the Pro Services, TownPros offers Service Professional the ProPlus and ProPremium version of the Services (the “Enhanced Product”). The specific details of the Services that are included with each Enhanced Product is set forth on Appendix 8(A) which is attached hereto and made a part hereof. Each Service Professional acknowledges that the Enhanced Products may allow the Service Professional to respond to particular reviews by A User. Any such review will not be a review by TownPros or on the Website but the Service Professional may obtain notice of the review through the Website and be afforded a portal in which to respond to such review. The Service Professional further acknowledges that any response to a review will be in the public domain and not necessarily subject to the control of TownPros.
- Product Terms. TownPros and you may agree to the term, fees and other terms of an Enhanced Product (including, without limitation, the fees and terms applicable to individual or categories of project requests) in writing, telephonically or electronically, including, but not limited to, by email or within TownPros’s communication platform. If you purchase an Enhanced Product, TownPros will send an email detailing the terms of the Enhanced Product that you agreed to ("Confirmation Email"). If the Confirmation Email misstates your understanding of what you purchased, you have three days after you receive the Confirmation Email to notify TownPros at support@TownPros.com, cancel your purchase of the Enhanced Product and receive a refund. If you do not notify us of the discrepancy and cancel your purchase within those three days, you will be deemed to have accepted the terms set forth in the Confirmation Email, in addition to these Terms and Conditions. Note that this paragraph does not apply to the rejection or return of individual project requests.
- Term. The "Initial Term" of an Enhanced Product begins on the first day the Enhanced Product is made available to a Service Professional and continues for the length of time specified in the Confirmation Email. AFTER THE INITIAL TERM, IF AN ENHANCED PRODUCT HAS NOT BEEN TERMINATED, IT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS (AS DEFINED BELOW) UNTIL TERMINATED BY THE SERVICE PREFESSIONAL. A "Renewal Term" is a length of time specified in the Confirmation Email. For example, if the Confirmation Email specifies a monthly billing period, then the Renewal Terms are one month each, with the Enhanced Product automatically renewing for additional one-month billing cycles until you terminate in accordance with these Terms and Conditions. Termination of the Initial Term or the then-current Renewal Term may only be done in accordance with the termination procedure described below.
Payment. If you purchase an Enhanced Product as a Service Professional, you
authorize TownPros to bill your credit card in the amounts and on the schedule specified in the
Confirmation Email, on the applicable billing dates. Furthermore, each Service Professional
acknowledges and agrees that to the extent any Enhanced Product is purchased by the Service
Professional through a promotion or other incentive program, at the conclusion of such
promotion or incentive program, the Service Professional will be billed for the Enhanced Product
at the then applicable standard billing rate without further notification from TownPros.
Enhanced Products purchased on an annual basis will be billed to the Service Professional annually, at the outset of the Initial Term or the Renewal Term, as the case may be, as set forth in the Confirmation Email. In the event the Enhanced Product is purchased pursuant to any promotional campaign, TownPros expressly reserves the right to recognize the benefit to the Service Professional offered by said promotional campaign upon the final billing period of the then applicable Initial Term.
You agree to notify TownPros of any changes to your credit card information necessary to process your payment. If TownPros is unable to process the payment, you will be responsible for making an alternate payment arrangement and any resulting processing fees that may be incurred, plus late fees as described below. Any prepaid amounts are not refundable, except as specifically described in these Terms and Conditions.
For some Enhanced Products, we may automatically deduct from your TownPros account balance the cost of responding to particular project requests. The cost to respond to a project request varies depending on service type and other factors, and may be adjusted from time to time by TownPros in its sole discretion. To purchase the right to respond to a particular project request, you must have a sufficient balance in your TownPros account. Depending on the type of Enhanced Product, the number of opportunities available to respond to a particular project request may be limited.
- Late Fees and Billing Issues. If for any reason your credit card on account with TownPros is declined, TownPros will continue to try to process the required payment through your credit card for two (2) business days. If, at the end of this period, the required payment is not received, the Enhanced Product and Services pursuant to this Section VIII shall be suspended and you shall be responsible for the payment of a $50.00 late fee. You also agree to pay reasonable expenses (including, without limitation, collection agency fees, costs and attorney's fees) incurred by TownPros in collecting any overdue amounts. You agree to notify TownPros of any billing discrepancies or issues within 20 days after they first appear, and if you do not, you agree that you have waived the right to dispute such billing discrepancies or issues. Until all sums due TownPros are paid, any and all Services to which you are entitled as a result of such payment, including any Enhanced Product, shall be suspended.
Termination. To terminate an Enhanced Product, you must notify TownPros at
least 15 days prior to the last day of the Initial Term or the last day of the then-current Renewal
Term (as the case may be) by contacting us at support@TownPros.com. The effective date of
termination for an Enhanced Product purchased on a month to month basis will be the last day of
the Initial Term or then current Renewal Term (as applicable) and not before such date. The
effective date of termination for an Enhanced Product purchased on an annual basis will be the
last day of the next full calendar month after the termination notice has been received by
TownPros pursuant hereto. In the event of a termination for an Enhanced Product purchased on
an annual basis, you will be entitled to receive a pro-rata refund (based on a monthly basis) for
those months remaining (beginning at the end of the first full month following the receipt by
TownPros of the termination notice pursuant hereto) on the Initial Term or then current Renewal
Term, as the case may be. Provided, however, that no refund shall be given if the termination
notice is received by TownPros within the final sixty (60) days of the Initial Term or then current
Renewal Term, as the case may be. Service Professional acknowledges and agrees that if the
Enhanced Product has been purchased through a promotion or other incentive program, for the
purposes of determining any refund that may be due the Service Professional, the benefit from
such promotion or incentive program shall be realized at the conclusion of the Initial Term or
then current Renewal Term, as the case may be. Upon termination of an Enhanced Product, or
the Services hereunder, TownPros will take commercially reasonable steps to remove your
applicable information from the Website. However, it is acknowledged and agreed that the
removal of this information may take some time and that TownPros is afforded a period of thirty
(30) days from the date upon which notice of termination is received by TownPros to remove
said information from the Website.
TownPros may terminate an Enhanced Product immediately by providing written notice to you (either by email or letter). If termination is by TownPros as a result of your material breach of these Terms, you will not be entitled to a refund of any previously paid amount. If TownPros’s termination is for convenience, you will receive a pro rata refund (based on a monthly basis) of any prepaid but unused fees applicable to the remaining portion of the Initial Term or the then-current Renewal Term (as the case may be) for the terminated Enhanced Product.
THIRD-PARTY INTELLECTUAL PROPERTY
- Third-Party Intellectual Property. All non-TownPros trademarks, product names and logos appearing on our Services are property of their respective owners.
Claims of Copyright Infringement. If you believe that your work has been
reproduced in connection with the Services in a manner that constitutes copyright infringement,
you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by
sending a written notification to TownPros at the address below, with the following information:
(i) a physical or electronic signature of the person authorized to act on behalf of the owner of the
copyright interest, (ii) identification of the copyrighted work claimed to have been infringed, (iii)
a description of where the material that you claim is infringing is located within the Services,
(iv) information reasonably sufficient to permit us to contact you, such as an address, telephone
number, and, if available, an e-mail address, (v) a signed statement that you have a good faith
belief that use of the material in the manner complained of is not authorized by the copyright
owner, its agent, or the law, and (vi) a signed statement that the information in the notification is
accurate, and under penalty of perjury, that you are the copyright owner or you are authorized to
act on behalf of the owner.
Notification pursuant to the DMCA should be submitted to: ______________________.
YOU AGREE THAT YOU BEAR ALL RISK AND YOU AGREE TO AND DO HEREBY RELEASE TOWNPROS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, LICENSEES AND SUPPLIERS (COLLECTIVELY, THE "TOWNPROS PARTIES") FROM ALL CLAIMS, DEMANDS, LIABILITIES AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES AND YOUR USE OF, OR TRANSACTIONS WITH, TOWNPROS, USERS, PROS OR OTHER THIRD PARTIES. YOU FURTHER WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER. YOU WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY OTHER JURISDICTION TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOWNPROS PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, IN CONNECTION WITH THE SERVICES AND YOUR USE OF OR TRANSACTIONS WITH TOWNPROS, USERS, PROS OR OTHER THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, USE OF REASONABLE CARE AND SKILL, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE.
LIMITATION OF LIABILITY
IN NO EVENT WILL THE TOWNPROS PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST OF COVER, LOST PROFITS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, BASED ON, OR RESULTING FROM YOUR USE OF THE SERVICES AND YOUR USE OF, OR TRANSACTIONS WITH, TOWNPROS, USERS, PROS OR OTHER THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT TOWNPROS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
IN ADDITION TO YOUR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO FALSE INFORMATION (DESCRIBED ABOVE), YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE TOWNPROS PARTIES FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LOSSES, OBLIGATIONS, LIABILITIES, EXPENSES, DAMAGES AND COSTS (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) DUE TO OR ARISING OUT OF (1) YOUR ACCESS TO OR USE OF THE SERVICES, (2) YOUR USE OF, OR TRANSACTIONS WITH, TOWNPROS, USERS, PROS OR OTHER THIRD PARTIES, OR (3) ANY OTHER VIOLATION BY YOU OF ANY OF THESE TERMS. TOWNPROS RESERVES THE RIGHT, AT ITS OWN COST AND SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH TOWNPROS IN ASSERTING ANY AVAILABLE DEFENSES.
Binding Arbitration. YOU AGREE THAT ANY DISPUTE OR CLAIM
ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, THE PRIVACY
POLICY, YOUR ACCESS TO OR USE OF THE SERVICES OR THE PROPERTIES OR
ANY RELATIONSHIP BETWEEN US, INCLUDING BUT NOT LIMITED TO THE
VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS OR THE
ARBITRATION RATHER THAN IN COURT. THERE IS NO JUDGE OR JURY IN
ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in King County, Washington or the city within the United States in which you reside. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
Class Action Waiver. ANY DISPUTE WILL BE CONDUCTED ONLY ON AN
INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE
ACTION OR ARBITRATION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS,
CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL
ACTION. YOUR ACCESS AND CONTINUED USE OF THE PROPERTIES AND/OR THE
SERVICES SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.
IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN COURTS OF COMPETENT JURISDICTION LOCATED IN KING COUNTY, WASHINGTON. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.
Notwithstanding anything to the contrary, you and TownPros may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect intellectual property rights, whether in aid of, pending or independently of the resolution of any Dispute pursuant to the arbitration procedures set forth above.
- Governing Law and Venue. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed hereby shall be governed by the internal law, not the law of conflicts, of the State of Louisiana. If any action or proceeding involving such questions arises under the Constitution, laws, or treaties of the United States of America, or if there is a diversity of citizenship between the parties thereto, so that it is to be brought in a United States District Court, it shall be brought in the United States District Court for the Eastern District of Louisiana. Furthermore, should any party hereto deem it necessary to retain an attorney to enforce any of the provisions hereof and should suit be filed, the prevailing party shall be entitled to recover any and all attorneys fees and direct cost associated with such action.
- Amendment. No amendment or modification of these Terms and Conditions shall be deemed effective unless or until posted on the Website with the same formality attending the expiring Terms and Conditions.
- Waiver. No waiver of a breach of any provision of the Terms and Conditions shall be construed to be a waiver of a breach of any other provision. No delay in acting with regard to any breach of any provision of the Terms and Conditions shall be construed to be a waiver of such breach.
- Severability. If any provision of the Terms and Conditions is declared or found to be illegal, unenforceable, or void, in whole or in part, then all parties will be relieved of all obligations arising under such provision, but only to the extent it is illegal, unenforceable, or void. The intent and agreement of the parties to the Terms and Conditions is that the Terms and Conditions will be deemed amended by modifying any such illegal, unenforceable, or void provision to the extent necessary to make it legal and enforceable while preserving its intent, or if such is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. Notwithstanding the foregoing, if the remainder of the Terms and Conditions will not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected will be enforced to the extent permitted by law.
- Right to Injunctive Relief. In the event there is a breach of the terms and conditions of the Terms and Conditions, or otherwise a default on obligations stipulated herein, the Parties acknowledge that any remedies at law would be insufficient and that such action on the part the non-breaching party or parties would result in irreparable harm to the other entitling each to injunctive relief.
- Failure to Enforce. Should legal proceedings be instituted by a party hereto to enforce any of the terms of the Terms and Conditions or to collect any amounts owed, the prevailing party or parties to any such action or proceeding shall be entitled to reimbursement for costs, expenses, and attorney fees incurred in any such action.
- Entire Agreement. The Terms and Conditions constitutes the entire agreement between the parties with respect to the subject matter hereto, and upon acceptance, specifically supersedes any prior agreement between the parties hereto with respect to the same subject matter.
- Headings. The headings of the Sections, subsections, paragraphs, and subparagraphs hereof are provided herein for and only for convenience of reference, and shall not be considered in construing their contents.
- Construction. As used herein, (a) the term “person” means a natural person, a trustee, a corporation, a partnership, and any other form of legal entity; and (b) all reference made (i) in the neuter, masculine, or feminine gender shall be deemed to have been made in all genders, (ii) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, and (iii) to any Section, subsection, paragraph, or subparagraph shall, unless therein expressly indicated to the contrary, be deemed to have been made to such Section, subsection, paragraph, or subparagraph of this Assignment.
- Termination; No Right to Services. We reserve the right to refuse service to anyone. We reserve the right, with or without notice, and in our sole discretion, to terminate any license to the Services, in whole or in part, and to block or prevent any User’s or Service Professional’s future access to and use of the Services, for any at any time and for any reason (including but not limited to those specifically described in these Terms).
These Terms & Conditions were last updated on February ______, 2018.