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Contractor Terms & Conditions

Document Update: This Contractor Terms of Service was last updated September 9, 2017

These Provider Terms of Service (“Provider Terms of Service”), together with the Privacy Policy available at Privacy Policy (the “Privacy Policy”), constitute a binding agreement between RoofMarketplace LLC. ("us" or "we" or “RoofMarketplace”) and you or the legal entity you represent (“you” or the “User”).

You desire to use RoofMarketplace’s on-line bidding services via the RoofMarketplace website (the “RoofMarketplace Site”) as described thereon, including the ability to access prospective customer service requests and to make offers to such prospective customers via the RoofMarketplace Site (the “Provider Services”), and the use of RoofMarketplace’s user instructions and other documentation relating to the Provider Services which RoofMarketplace may provide via the RoofMarketplace Site or directly to you from time to time (the “Documentation”). You are permitted to use the Provider Services and the Documentation subject to the terms and conditions of these Provider Terms of Service. By using the Provider Services, you agree to all of the terms and conditions of these Provider Terms of Service, including the limitations on liability set forth herein. IF YOU DO NOT AGREE WITH THESE PROVIDER TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE PROVIDER SERVICES.

1. PROVIDER SERVICES

A. Minimum Qualifications.

In order to use the Provider Services, you must meet certain minimum licensing, insurance and other criteria applicable to the services you provide and industry in which you operate, which criteria is specified on the RoofMarketplace Site and subject to change by RoofMarketplace at any time (such criteria, the "Minimum Qualifications"). If the Minimum Qualifications are modified in any way which would adversely affect your continued ability to use the Provider Services, we will provide you with at least thirty (30) days prior notice of such modifications (either by posting such changes on the RoofMarketplace Site in a conspicuous manner, or via your Provider Account (as defined below) or email address provided before implementing such modifications as to your Provider Account. You represent and warrant that you currently meet, and at all times while using the Provider Services and while performing services corresponding to a Bid (as defined below) will meet, the Minimum Qualifications. You may not use the Provider Services or provide any services obtained through a Bid if you fail to meet any of Minimum Qualifications at any time.

B. Registration

In registering for the Provider Services and creating a password-protected bidder user account (your "Provider Account"), you will provide us with certain identifying information, such as your name, username, password, email, address and billing information, the collection of which, and any other information we collect from you, is subject to the terms of our Privacy Policy.

C. Customer Reviews

In addition to the Minimum Qualifications and establishing a Provider Account, in order to use the Provider Services, you must submit to RoofMarketplace, via your Provider Account, the contact information (email preferred) of five (5) former customers (with no family or corporate affiliation to you), from whom RoofMarketplace is authorized to retrieve references, three (3) of which must be, in RoofMarketplace's reasonable opinion, positive. You represent and warrant that the initial customer reviews to which you grant RoofMarketplace access hereunder (your "Initial Customer Reviews") (a) are provided by non-affiliated (by family or corporate affiliation) current or former customers of similar services on which you seek to bid via the RoofMarketplace Site, and (b) to your knowledge, are truthful. You represent and warrant that you have not unduly influenced any reviewers to provide such Initial Customer Reviews, including through the payment of money or other consideration (e.g. discounts, additional services, bribery, etc.). Further, you acknowledge that use of the Provider Services is conditioned upon your customers (obtained via the RoofMarketplace Site) being able to provide reviews of the services you have provided such customers as a result of your use of the RoofMarketplace Site (the "Online Customer Reviews"), and that RoofMarketplace has no control over the content, truthfulness, accuracy or quality of such Online Customer Reviews. In the event you object to the posting of an Online Customer Review, you may report such objection to RoofMarketplace. RoofMarketplace may, in its discretion, remove any Online Customer Review which RoofMarketplace determines is unfairly negative, false or inaccurate. You will also be given a limited ability to provide brief responses to Online Customer Reviews, the content of which shall be subject to the restrictions set forth in Section 5.5. If you fail to comply with Section 5.E in any such response, RoofMarketplace has the right to immediately remove such response. You represent and warrant that you have not unduly influenced and will not unduly influence any reviewers to provide any Online Customer Reviews, including through the payment of money or other consideration (e.g. discounts, additional services, bribery, etc.). You understand and agree that if RoofMarketplace determines, in its discretion, that your Online Customer Reviews are consistently negative, or that a pattern of negative Online Customer Reviews of you or your services exists, RoofMarketplace may terminate or suspend your access to your Provider Account and the Provider Services.

D. Replacement Bid Process

Upon establishing a Provider Account, you will provide RoofMarketplace with certain profile preferences, such as geographic locations in which you are willing to provide your services to prospective customers, workmanship styles and preferences, etc., which information RoofMarketplace will use to filter prospective customers requesting the services you would like to perform ("Bidding Preferences"). You may change your Bidding Preferences at any time through your Provider Account. After establishing your Bidding Preferences, you will be provided, through your Provider Account, with access to future customer service requests for bids through the RoofMarketplace Site that meet your Bidding Preferences (your "Bid Requests"). You will be given the opportunity to bid on any Bid Request to which you have access (each such bid from you, a "Bid") for a period of time up to five (5) days from the date of such Bid Request, which such period shall conclude earlier when the Bid Request has received three (3) estimates from contractors for Retail related requests and 2 for insurance related requests (in any event, the “Bid Period”). By submitting a Bid, you represent and warrant that (a) such Bid will be valid during the Bid Period and for a minimum of five (5) days after the conclusion of the Bid Period, (b) such Bid shall include all fees necessary to perform the services requested in the corresponding Bid Request, including local code permits, taxes and other fees, (c) the work to be performed under such Bid shall be compliant with all applicable codes, rules, regulations and laws, and (d) all information submitted in such Bid shall be true and correct. All information you submit via a Bid shall be provided to the prospective customer submitting the applicable Bid Request.

E. Selection of Bid; No Subversion

If your Bid is selected by a customer (a "Selected Bid"), you shall honor such Selected Bid as to such customer and shall not modify such Selected Bid unless material conditions or criteria for the provision of the applicable services are not present in the customer's Bid Request, in which case modifications may be made solely to adjust for the conditions or criteria not present in the request.  Under no circumstances shall you avoid the payment of a Commission by using information RoofMarketplace provides to you to knowingly contact a prospective customer who has submitted a Bid Request in order to perform for such customer the same or substantially similar services requested in such Bid Request (the "Prohibited Services"). Such conduct will result in (a) the immediate termination of your Provider Account and your access to the Provider Services, and (b) payment of Commission subject to section 4.2 plus a 15% penalty.

F. Availability and Accuracy of Bids

RoofMarketplace makes no representations, warranties or guarantees as to the availability of any Bid Requests meeting your Bidding Preferences. In addition, Bid selection is entirely within the discretion of the prospective customers, and RoofMarketplace makes no representations, warranties or guarantees as to any minimum number of Selected Bids. Further, while we require all prospective customers using our Site to represent to us that they submit accurate and truthful Bid Requests, we do not and cannot verify the accuracy and truthfulness of such Bid Requests. We recommend that you verify the accuracy and truthfulness of all Selected Bids prior to commencing services with respect thereto. In order to help us improve the quality of the Provider Services, we ask that you notify us in the event of any such issue with a customer or Bid Request by sending a description of the problem and relevant customer to legal@RoofMarketplace.com.

G. No Assignment of Benefits (AOB) Contract Terminology

Contractor agrees to not use any Assignment of Benefits (AOB) terms in contracts with property owners for any requests estimated through the RoofMarketplace Platform.  Such conduct will result in the immediate termination of your Provider Account and your access to the Provider Services.

2. MODIFICATIONS TO THESE PROVIDER TERMS OF SERVICE

RoofMarketplace may modify these Provider Terms of Service or any policy or other terms referenced in these Provider Terms of Service (collectively, "Additional Policies") at any time by posting a revised version of the Provider Terms of Service and the Additional Policies on the RoofMarketplace Site. Unless otherwise set forth in these Provider Terms of Service, the revised terms shall be effective (a) ten (10) days after posting and/or notifying you of the changes; or (b) upon your acceptance if RoofMarketplace provides a mechanism for your immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button. By continuing to use or receive the Provider Services after the effective date of any revisions to these Provider Terms of Service or any Additional Policies, you agree to be bound by the revised Provider Terms of Service or any revised Additional Policies. It is your responsibility to check the RoofMarketplace Site regularly for changes to these Provider Terms of Service or the Additional Policies, as applicable. If you disagree with any modifications to these Provider Terms of Service, your sole and exclusive remedy shall be to terminate the receipt of Provider Services in accordance with Section 12 herein.

3. LICENSE

A. Grant

Subject to the terms and conditions of these Provider Terms of Service, RoofMarketplace grants to you a non-exclusive, non-transferable license during the Term, without the right to sublicense, to, during the Term, (a) use the software and other technology supplied by RoofMarketplace (the “RoofMarketplace Platform”) solely for the purposes of accessing and using the Provider Services; and (b) use the Documentation in connection with your use thereof. Except for the limited licenses granted hereunder, RoofMarketplace reserves all rights not expressly granted and no such additional rights may be implied.

B. Ownership

You acknowledge that (a) all right, title and interest in and to the Provider Services, including the RoofMarketplace Platform and Documentation therein, and all patents, copyrights, trade secrets, trademarks and other proprietary rights embodied therein or associated therewith, are and shall remain with RoofMarketplace or its third party licensors; (b) no right or interest in the Provider Services or the RoofMarketplace Platform is conveyed other than the limited licenses granted herein; (c) the Provider Services and the RoofMarketplace Platform are protected by copyright and other intellectual property laws; and (d) the Provider Services and the RoofMarketplace Platform embody valuable confidential and secret information of RoofMarketplace or its licensors, the development of which required the expenditure of considerable time and money.

C. No Modification

You shall not (a) modify or alter the RoofMarketplace Platform; (b) create derivative works of the RoofMarketplace Platform; (c) decompile, disassemble, decode or reverse engineer the RoofMarketplace Platform, translate the RoofMarketplace Platform or otherwise attempt to learn the source code, structure, algorithms or internal ideas underlying the RoofMarketplace Platform or reduce the RoofMarketplace Platform by any other means to a human‑perceivable form; (d) frame or use any framing technique to enclose the RoofMarketplace Platform or other RoofMarketplace proprietary information; or (e) bypass, delete or disable any copy protection mechanisms or any security mechanisms.

D. Certain Other Obligations

You (a) shall not sell, transfer, lend, provide or otherwise make available to third parties, the Provider Services or any components thereof; (b) shall not obscure, alter or remove any notice of any copyright, trademark, trade name, service mark, logo, or other intellectual property or proprietary right designation appearing on or contained within the Provider Services, the RoofMarketplace Platform, the Documentation or on any other RoofMarketplace materials; and (c) shall take all reasonable precautions to prevent unauthorized or improper use of the Provider Services.

E. Non-Assertion

During and after the term of these Provider Terms of Service, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against RoofMarketplace or any of your customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), licensors, sublicenses or transferees, any patent infringement or other intellectual property infringement or invalidity claim with respect to the RoofMarketplace Platform or the Provider Services.

F. License to Content

You hereby grant to RoofMarketplace a royalty-free, worldwide, license to use and display any content submitted by you via your Provider Account for display to prospective customers via the RoofMarketplace Site.

G. Feedback and Comments

In the event you elect, in connection with any of the Provider Services, to communicate to RoofMarketplace suggestions for improvements to the Provider Services (“Feedback”), RoofMarketplace shall be entitled to use the Feedback without restriction, even if you have designated the Feedback as confidential. You hereby grant to RoofMarketplace a royalty-free, sublicensable, transferable, perpetual, irrevocable license in and to the Feedback to use in any manner related to the operation of its business. In addition, RoofMarketplace hereby disclaims any and all liability for any comments, drawings, depictions, audio clips or other content made available on the RoofMarketplace Site by users of the RoofMarketplace Site, including Customer Reviews.

4. FEES AND BILLING

A. Annual Membership Fee

Upon registering for and establishing a Provider Account, you will be automatically and immediately charged a non-refundable membership fee for access to the Provider Services, which you will be charged annually on the anniversary of your initial registration for the Provider Services (the "Annual Membership Fee"). The Annual Membership Fee rates are set forth on the Contractor FAQ section, which such rates may be modified by RoofMarketplace from time to time, subject to Section 4.D below. RoofMarketplace may at its discretion offer Providers a coupon code to reduce or waive any or all fees when applicable.  Although RoofMarketplace will make every effort to deliver opportunities to the Contractor, there is no guarantee being made in regards to volume or timing of the volume of the opportunities.

B. Commissions on Selected Replacement Bids as outlined in section 1.D

In addition to the Annual Membership Fee, you will be required to pay a non-refundable commission on signed agreements with Customers (the "Commission") when you mark the job Won in your user dashboard.  The Commission, set forth in the Contractor FAQs, represents a percentage of the total, aggregate value of the applicable Contracted Bid, which percentage may be modified by RoofMarketplace from time to time, subject to Section 4.E below.  

C. Commissions on Emergency and Repair Services as outlined in section 1.F

Emergency Services and Repair Assignments will be charged a commission (the “Commission”) of 3.5% of the service fee (minimum charge of $35).  The minimum Commission will be automatically charged 5 days after assignment if the contractor has not reported the opportunity as lost.  To report dead leads Contractor must send an email to Repair@ RoofMarketplace.com noting the request ID and reason that the lead is dead.  The minimum commission fee is non-refundable and in no way limits RoofMarketplace to additional commissions from the assignment.  The Contractor agrees to accurately report all sales resulting from the lead to RoofMarketplace for commission purposes.  RoofMarketplace has the right to charge a commission for all revenue the Contractor earns from these leads.  The Commission, set forth in this section, represents a percentage of the total, aggregate value of the applicable Contracted Bid, which percentage may be modified by RoofMarketplace from time to time, subject to Section 4.E below.

D. Billing, Invoicing and Payment Terms

You hereby consent to RoofMarketplace automatically charging your credit card or other similar chargeable payment account provided via your Provider Account for all fees rendered hereunder when due, now and in the future without any further consent from you required. All billing disputes must be emailed to billing@RoofMarketplace.com within fifteen (15) days after the applicable charge, and you waive all disputes not made within such timeframe. Late payments hereunder will accrue interest at a rate of one and one-half percent (1½ %) per month, or the highest rate allowed by applicable law, whichever is lower. RoofMarketplace reserves the right to require you to complete a credit application to determine your creditworthiness as a condition of receiving further Provider Services. If RoofMarketplace must initiate a collections process to recover any fees due and payable hereunder, then you shall pay all costs associated with such collections efforts. In the event RoofMarketplace delivers to you an invoice for any fees or interest payments owed hereunder, such invoiced amounts shall be due within ten (10) days of the date of such invoice.

E. Price Increases; Billing Information

In the event the Annual Membership Fee or Commission increases or, in the event your billing information you have provided with your Provider Account has expired or is no longer enabling payment processing, we will notify you via the email address you have provided to us of the foregoing, and with respect to fee increases, post them on our Site at least ten (10) days prior to them taking effect. Failure to provide approval for any increases to the Membership Fee and/or current billing information will result in your Provider Account and your access to the Provider Services expiring. You agree that you are responsible for checking the RoofMarketplace Site regularly to confirm whether there are any new fees and their effective date.

5. USE OF THE SERVICE

A. Communications

You are responsible for obtaining and maintaining all of the appliances, hardware, software and services that you may need to access and use the Provider Services. Without limiting the foregoing, you must obtain and maintain, and pay all charges, taxes and other costs and fees related to, Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by you to access and use the Provider Services.

B. Passwords

You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other credentials and login information (collectively, “Passwords”) that have been provided to you or that are generated in connection with your use of the Provider Services. You will not disclose or make available your Passwords other than to your authorized employees and you shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Passwords or the Provider Services. You are fully responsible for all activities that occur in connection with your Passwords. Without limiting the foregoing, you are responsible for all charges applicable to data and information transmitted to and stored under your Provider Account.

B. Downtime

RoofMarketplace may suspend or limit access to the Provider Services for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Provider Services for any reason, including as a result of power outages, system failures, maintenance, upgrades or other interruptions.

C. Suspension, Limitation or Termination

RoofMarketplace may, without liability to you, immediately suspend, terminate or limit access to your Provider Account or the Provider Services at any time in the event (a) RoofMarketplace determines that the Provider Services are being used in violation of applicable federal, state or local law or ordinance, these Provider Terms of Service, or any agreement applicable to the Provider Services; (b) RoofMarketplace determines that the Provider Services are being used in an unauthorized or fraudulent manner or that you have submitted fraudulent or inaccurate information to RoofMarketplace or RoofMarketplace's customers; (c) RoofMarketplace determines that your use of the Provider Services adversely affects RoofMarketplace’s equipment or service to others; (d) RoofMarketplace is prohibited by an order of a court or other governmental agency from providing the Provider Services; (e) of a denial of service attack or any other event which RoofMarketplace determines, in its sole discretion, may create a risk to the Provider Services or to any other customers if the Provider Services were not suspended; (f) of a security incident or other disaster that impacts the Provider Services or the security of User Data and Customer Data, or (g) in the event RoofMarketplace determines your Customer Reviews are consistently negative or reflect a negative pattern, as set forth in Section 1.4 above. In addition, RoofMarketplace shall have the right to immediately deny or suspend access to your Provider Account or the Provider Services in the event RoofMarketplace is not paid any amount due in connection with the Provider Services or you breach these Provider Terms of Service. RoofMarketplace shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of your use of the Provider Services in accordance with these Provider Terms of Service.

D. Prohibited Activities

You may not use the Provider Services (a) in violation of these Provider Terms of Service, including usage that exceeds storage volume limits or other parameters and restrictions described in any Documentation or on the RoofMarketplace Site; (b) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; (c) to violate any law, statute, ordinance or regulation; (d) to store or post defamatory, inflammatory, trade libelous, threatening, or harassing data; (e) to store or post obscene, pornographic or indecent content or data; or (f) to introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms, other malicious or harmful code. You may not use the RoofMarketplace Platform or Provider Services in any application that may involve risks of death, personal injury, property damage or environmental damage. You may not interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Provider Services or the RoofMarketplace Platform. You may not attempt to discover or use any license keys, access codes or similar information provided from time to time to RoofMarketplace. You may not attempt to discover, access, read, alter, destroy, or damage any programs, data or other information stored on or in connection with the RoofMarketplace Platform or Provider Services by any other party. You may access the Provider Services only through the interfaces and protocols provided or authorized by RoofMarketplace. You may not access the RoofMarketplace Platform or Provider Services through unauthorized means, such as unlicensed software clients. You may not compile or use the RoofMarketplace provided materials or any other information obtained through the Provider Services or the RoofMarketplace Platform for the purpose of unsolicited direct marketing, spamming, unsolicited contacting of customers, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations.

E. Changes to the Provider Services

RoofMarketplace has the right to change, modify, update, add to, discontinue or retire the Provider Services and any aspect or feature thereof, including but not limited to, hours of availability, equipment needed for access or use, and the type of files that can be stored. RoofMarketplace will provide notice of material changes to the RoofMarketplace Platform or Provider Services by posting them on the RoofMarketplace Site. It is your responsibility to check the RoofMarketplace Site periodically to inform yourself of any changes. Your continued use of the Provider Services indicates your acceptance of any modified Provider Services or related terms and conditions.

6. Data

A. User Data

You warrant that you are the owner or legal custodian of, or otherwise have the right to provide to RoofMarketplace, all programs, data, information and other content transmitted via the RoofMarketplace Platform and hosted through the Provider Services (the “User Data”) and have the full authority to transmit and store the User Data through the Provider Services. You hereby authorize the storage of such User Data by RoofMarketplace through the Provider Services that you elect to transmit via the RoofMarketplace Platform. You acknowledge that you bear sole responsibility for adequate security, protection and backup of your User Data on your equipment. You understand that the Provider Services may store and backup files that are no longer usable due to corruption from viruses, software malfunctions and other causes, which might result in you restoring files that are no longer usable. RoofMarketplace will have no liability to you for any unauthorized access to, or use, alteration, corruption, deletion, destruction or loss of any of your User Data.

B. Customer Data

In connection with RoofMarketplace’s performance of the Provider Services, RoofMarketplace may provide to you basic information about prospective customers via their Bid Requests as well as once you have been awarded a Selected Bid (the “Customer Data”). You acknowledge that as between you and RoofMarketplace, RoofMarketplace is the owner of such Customer Data and that such Customer Data may constitute data that is identifiable to specific individuals ("Personal Data"). You will not use such Personal Data for any purpose other than to provide the services requested in a Bid Request, and you agree to abide by the Privacy Policy as if you were RoofMarketplace in your treatment of such Personal Data and shall not share or sell such Personal Data to any third party or otherwise use such Personal Data except as would be authorized under the terms of the Privacy Policy.

7. GENERAL WARRANTIES, REPRESENTATIONS, AGREEMENTS

A. Authority

Each party hereto represents and warrants that (a) it has the full corporate right, power and authority to enter into these Provider Terms of Service, (b) the execution of these Provider Terms of Service by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (c) when executed and delivered, these Provider Terms of Service will constitute the legal, valid and binding obligation of such party, in accordance with its terms.

B. Compliance with Law

In connection with the subject matter of these Provider Terms of Service, each party agrees to comply with all applicable federal and state laws and regulations.

C. Applications and User Data

You represent, warrant and covenant: (a) that you are solely responsible for your User Data, including without limitation, the security of such User Data; (b) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use your User Data; (c) that your User Data (i) does not and will not violate, misappropriate or infringe any rights of RoofMarketplace or any third party, (ii) does not and will not constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third party, and (iii) is not designed for use in any illegal activity or does not and will not promote illegal activities, including, without limitation, in a manner that might be illegal or harmful to any person or entity; or (d) that your User Data does not and will not distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.

D. Authorization and Account Information

You represent and warrant that: (a) the information you provide in connection with your Provider Account (including Bids) is accurate, complete and in compliance with the requirements hereunder; (b) if you are registering for the Provider Services as an individual, that you are at least eighteen (18) years of age and have the legal capacity to enter into these Provider Terms of Service; and (c) if registering for the Provider Services as an entity or organization, (i) such entity or organization is duly authorized to do business in the country or countries where it operates, (ii) the individual accepting these Provider Terms of Service and completing the registration for the Provider Services meets the requirements of subsection (b) above and is an authorized representative of such entity or organization, and (iii) the employees, officers, representatives and other agents of such entity or organization accessing the Provider Services are duly authorized to access the Provider Services and to legally bind such entity or organization to these Provider Terms of Service and all transactions conducted under your Provider Account.

8. LIMITED WARRANTY

A. RoofMarketplace Platform and Provider Services

RoofMarketplace warrants solely to you that the RoofMarketplace Platform and the Provider Services, when used in accordance with the terms of these Provider Terms of Service, will function substantially in accordance with its description on the RoofMarketplace Site and any Documentation provided to you. RoofMarketplace shall use commercially reasonable efforts to perform the Provider Services according to these Provider Terms of Service. RoofMarketplace’s sole obligation and your exclusive remedy hereunder with respect to any failure of the foregoing obligations shall be to use reasonable efforts to correct any such failure. RoofMarketplace shall have no obligation for any failure resulting from (a) content provided by or passed through you, customers or third-parties in connection with the Provider Services; (b) operating system modifications, changes or updates that you apply; (c) the use or combination of the RoofMarketplace Platform or the Provider Services with any other software or hardware not supported by RoofMarketplace; (d) causes external to the RoofMarketplace Platform or the Provider Services, such as problems with the hardware, network or other infrastructure with which the RoofMarketplace Platform and the Provider Services are used; (e) unauthorized or improper use of the RoofMarketplace Platform or the Provider Services; or (f) any modification of the RoofMarketplace Platform or the Provider Services by anyone other than RoofMarketplace.

B. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, THE ROOFMARKETPLACE PLATFORM AND THE SERVICES ARE PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND. ROOFMARKETPLACE HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THESE PROVIDER TERMS OF SERVICE, THE ROOFMARKETPLACE PLATFORM, THE PROVIDER SERVICES, THE CUSTOMERS REQUESTING BIDS HEREUNDER OR THE BID REQUESTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ROOFMARKETPLACE DOES NOT WARRANT THAT THE ROOFMARKETPLACE PLATFORM OR THE PROVIDER SERVICES WILL MEET YOUR REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE

FURTHER, ROOFMARKETPLACE DOES NOT WARRANT AS TO THE SAFETY OR CREDITWORTHINESS OF CUSTOMERS SUBMITTING BID REQUESTS

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROOFMARKETPLACE, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OR ANY OTHER THIRD PARTY’S USE OF OR INABILITY TO USE THE SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF TECHNOLOGY, LOSS OF DATA OR INTERRUPTION OR LOSS OF USE DAMAGES WHETHER OR NOT ROOFMARKETPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

THE MAXIMUM AGGREGATE LIABILITY OF ROOFMARKETPLACE, ITS LICENSORS AND RESELLERS ARISING OUT OF OR IN CONNECTION WITH THESE PROVIDER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE SERVICE FOR THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER.

FURTHER, ROOFMARKETPLACE SHALL HAVE NO LIABILITY HEREUNDER FOR ANY CUSTOMER'S FAILURE TO PAY FOR ANY SERVICES RENDERED PURSUANT TO A SELECTED BID, NOR FOR ANY OTHER ACTS OR OMISSIONS OF CUSTOMERS.

You may not bring any suit or action against RoofMarketplace for any reason whatsoever more than one (1) year after the cause of action accrued.

10. SUPPORT

RoofMarketplace or a RoofMarketplace agent may provide user support to you as posted on the RoofMarketplace Site. In providing support, RoofMarketplace or a RoofMarketplace agent may use a variety of tools to aid in the process of resolving your issues as a user and may request that you provide additional information in order to resolve these issues. You hereby grant RoofMarketplace and such agent the right to use those tools and any information you provide to RoofMarketplace in order to provide you with support.

11. IDEMNIFICATION

You will indemnify and hold RoofMarketplace, its investors, officers, directors, affiliates, subsidiaries, licensors, agents and employees (collectively, the “RoofMarketplace Parties”) harmless against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, resulting from any claim (including third party claims), suit, action or proceeding against a RoofMarketplace Party, resulting from or arising out of or in connection with (a) claims of intellectual property infringement based on (i) your use or combination of the RoofMarketplace Platform and the Provider Services with any other software or hardware not supported by RoofMarketplace, if such infringement would not have occurred but for such use or combination; (ii) your modification of the RoofMarketplace Platform and the Provider Services; or (iii) your use of any version of the RoofMarketplace Platform and/or Provider Services other than the current version of the RoofMarketplace Platform and/or Provider Services, if such current version avoids the alleged or potential infringement; (b) claims relating to your Bids or your fulfillment thereof (including claims by customers of your services); (c) claims relating to your failure to provide services to any customer; (d) claims relating to death, personal injury or property damages arising out of your performance, or your employees', contractors' or agents' performance, of services for third parties (including customers obtained via the RoofMarketplace Site); (e) claims relating to fraud, misrepresentation or defects in materials or workmanship arising out of your performance of services for third parties (including customers obtained via the RoofMarketplace Site); and (g) any breach by you of any representation, warranty, agreement or obligation under these Provider Terms of Service.

12. TERMS AND TERMINATION

A. Term

Subject to RoofMarketplace’s receipt of all applicable fees hereunder, these Provider Terms of Service shall commence upon your acceptance of these Provider Terms of Service and shall continue in effect unless terminated in accordance with this Section 12 (the “Term”).

B. Termination by You

You shall have the right to terminate your participation in the Provider Services and these Provider Terms of Service at any time via your Provider Account; provided, however, that you shall not in any event be entitled to any refund of any fees previously paid to RoofMarketplace, including any Annual Membership Fee or Commission, regardless of the date of termination.

C. Termination by RoofMarketplace

RoofMarketplace shall have the right to terminate your participation in the Provider Services and these Provider Terms of Service at any time with or without cause upon notice to you. In addition, RoofMarketplace may terminate these Provider Terms of Service upon written notice to you if you are an entity or organization that becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors. Upon a termination by RoofMarketplace without cause, you shall be entitled to a pro-rated portion of the Annual Membership Fee representing that portion of Provider Services paid for by such Annual Membership Fee and terminated by RoofMarketplace. Termination of this Agreement for cause by RoofMarketplace shall not result in any such refund.

D. Consequences of Termination

Upon termination of these Provider Terms of Service for any reason, (a) you shall cease to use your Provider Account, the RoofMarketplace Platform, the Provider Services and any Documentation provided to you, and (b) any outstanding Bids you have made to prospective customers will be cancelled. Notwithstanding anything to the contrary in these Provider Terms of Service, RoofMarketplace shall have no obligation to provide a refund to you for any credits issued by RoofMarketplace to you (e.g., for Commissions on subsequent Bids) that you may have as of the date of termination of these Provider Terms of Service.

E. Survival

The following shall survive the termination of these Provider Terms of Service: (a) all liabilities accrued under these Provider Terms of Service prior to the effective date of termination; and (b) Sections 3.B, 3.G, 4, 6.B, 8.B, 9, 11, 12.D, 12.E and 13 of these Provider Terms of Service. Subject to the provisions of Section 9 hereof, the rights provided in this Section 12 shall be in addition to any and all rights and remedies available to a non-defaulting party at law or in equity upon any breach of these Provider Terms of Service by the other party.

13. MISCELLANEOUS

A. Marketing

You agree that RoofMarketplace may refer to you by name and trademark if applicable in RoofMarketplace’s marketing materials and web site. You understand and acknowledge that RoofMarketplace does not certify nor endorse, and has no obligation to certify or endorse, any of your services or products.

B. Entire Agreement

These Provider Terms of Service sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. No term or condition of any other document provided to RoofMarketplace which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon RoofMarketplace.

C. Modification; Waiver

RoofMarketplace shall have the right to modify or amend the terms and conditions of these Provider Terms of Service as set forth in Section 2 above. You may not modify or amend these Provider Terms of Service without the express written consent of RoofMarketplace. The waiver by either party of a breach of any provision hereof shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of such party to avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege.

D. Governing Law

These Provider Terms of Service shall be governed by and construed in accordance with the laws of the Wisconsin as if made in and performed entirely within Wisconsin. The parties expressly reject any application to these Provider Terms of Service of the United Nations Convention on Contracts for the International Sale of Goods. All disputes, actions, claims or causes of action arising out of this these Provider Terms of Service or the Provider Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Milwaukee County, Wisconsin, and you hereby consent to the jurisdiction of such courts.

E. Assignment

You may not assign your rights or delegate any obligations hereunder without the express prior written consent of RoofMarketplace, including assignments by operation of law or merger or resulting from the sale of a business, stock or assets to a third party. Any assignment by you without the prior written consent of RoofMarketplace shall be null and void. RoofMarketplace may assign its rights or obligations hereunder without notice or consent; provided, however, that the Provider Services shall continue to operate as specified in these Provider Terms of Service. These Provider Terms of Service shall inure to the benefit of each party’s permitted successors and assigns.

F. Force Majeure

If either party is unable to perform any of its obligations hereunder (other than payment obligations) due to any act of God, fire, casualty, flood, war, strike, shortage or any other cause beyond its reasonable control, and if such party uses reasonable efforts to avoid such occurrence and minimize its duration and gives prompt notice to the other party, then the affected party’s performance shall be excused and the time for its performance shall be extended for the period of delay or inability to perform. If the force majeure continues for more than thirty (30) calendar days, then either party may terminate these Provider Terms of Service for convenience upon written notice to the other party.

G. Severability

In the event that any provision contained herein shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from these Provider Terms of Service, and the remainder hereof shall remain in full force and effect and enforceable.

H. Independent Contractor

Neither party shall be deemed to be an agent of the other party and the relationship of the parties shall be that of independent contractors. Neither party shall have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever.

I. Notices

Except as otherwise provided, notices under these Provider Terms of Service shall be delivered via your Provider Account or the email address legal@RoofMarketplace.com if to RoofMarketplace, and via the email address provided by you via your Provider Account if to you. Such notice will be deemed to have been given as of the date it is delivered by electronic mail. All communications and notices to be made or given pursuant to these Provider Terms of Service shall be in the English language.

J. Compliance with Laws

You agree to comply at all times with all laws, rules and regulations applicable to your use of the Provider Services.

K. Copyright

In an effort to protect the rights of copyright owners, RoofMarketplace maintains a policy for the termination, in appropriate circumstances, for users of the RoofMarketplace Site who are repeat infringers. The RoofMarketplace Copyright Policy is available at http://www.RoofMarketplace.com/copyright-policy

L. Headings; Interpretation

The headings of the sections of these Provider Terms of Service are for convenience of reference only and shall not be considered in construing these Provider Terms of Service. The definitions set forth or referenced in these Provider Terms of Service apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Whenever the words “include,” “includes” or “including” are used in these Provider Terms of Service, they will be deemed to be followed by the words “without limitation” or “but not limited to” or words of similar import. The words “herein,” “hereof” or “hereunder” and words of similar import refer to these Provider Terms of Service in their entirety and not to any part hereof unless the context otherwise requires. The use of “or” is not intended to be exclusive.