A. ACCEPTANCE OF TERMS
B. ACCESSIBILITY, ELIGIBILITY, AND USE
- LICENSE TO ACCESS
- ELIGIBILITY CRITERIA
Use of the Website is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge, and agree that you are at least 18 years of age, and that: (a) all registration information that you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the Website and Services offered through this Website do not violate any applicable law, rule, regulation, or ordinance.
You acknowledge and agree that you shall comply with the following policies (the “Account Policies”):
- You will not copy or distribute any part of the Website in any medium without Top Roof Contractors’s prior written authorization.
- You will provide accurate and complete information when creating your Account.
- You will not use any automated system, including but not limited to, “robots,” “spiders,” “offline readers,” “scrapers,” etc., to access the Website for any purpose without Top Roof Contractors’s prior written approval.
- You will not in any manual or automated manner collect any information on or about any Service Professional or Service User, including but not limited to, names, addresses, phone numbers, or email addresses, copy copyrighted text, or otherwise misuse or misappropriate Website information or content, including but not limited to, use on a “mirrored,” competitive, or third party site.
- You will not in any way transmit more request messages to the Top Roof Contractors servers, or any server of a Top Roof Contractors subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. Top Roof Contractors reserves the right to revoke these exceptions either generally or in specific cases.
- You will not recruit, solicit, or contact in any form any Service Professional or Service User for employment or contracting for a business not affiliated with Top Roof Contractors without express written permission from Top Roof Contractors.
- You will not take any action that (i) unreasonably encumbers or, in Top Roof Contractors’s sole discretion, may unreasonably encumber the Website’s infrastructure; (ii) interferes or attempts to interfere with the proper working of the Website or any third-party participation in the Website; or (iii) bypasses Top Roof Contractors’s measures that are used to prevent or restrict access to the Website.
- You will not collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Website, nor use the communication systems provided by the Website for any commercial solicitation purposes.
If you do not meet, or are unable to comply with, any of the above-referenced eligibility criteria or Account Policies, please do not use the Website. Should Top Roof Contractors find that you violated any terms of the eligibility criteria, Account Policies, or any other terms stated herein, Top Roof Contractors reserves the right, at its sole discretion, to immediately terminate your use of the Website.
- ADDITIONAL POLICIES
C. WEBSITE RULES FOR SERVICE PROFESSIONALS
- PROFILES AND OFFERS MUST NOT BE FRAUDULENT
- PROFILES AND OFFERS CANNOT USE TECHNIQUES TO AVOID OR CIRCUMVENT OUR FEES
- SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE PROFESSIONALS
If a Service Professional violates any of the above-referenced rules, Top Roof Contractors, in its sole discretion, may take any of the following actions individually or collectively: (a) cancel the Posting; (b) limit the Service Professional’s Account privileges; (c) suspend the Service Professional’s Account; and/or (d) cause the Service Professional to forfeit any fees earned on a canceled Posting.
D. RULES FOR SERVICE USERS
- SERVICE USERS SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS:
(a) commit to purchasing or using a Service without paying; (b) sign up for, negotiate a price for, use, or otherwise solicit a Service with no intention of following through with your use of or payment for the Service; (c) agree to purchase a Service when you do not meet the Service Professional’s terms as outlined in the Posting, or agree to purchase a Service with the intention of disrupting a Posting; or (d) misuse any options made available now or in the future by Top Roof Contractors in connection with the use or purchase of any Service.
- SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE USERS
If a Service User violates any of the above-referenced rules, Top Roof Contractors, in its sole discretion, may take any of the following actions individually or collectively: (a) cancel the Posting; (b) limit the Service User’s Account privileges; and/or (c) suspend the Service User’s Account.
- UNDERSTAND THE LIMITATIONS OF OUR SERVICE
Before becoming a member, Service Professionals are required to meet specific membership criteria of Top Roof Contractors, including an application process (checking references, background check, etc.). Although we take these actions to protect our reputation and Service Users, Top Roof Contractors does not have any part in the actual service agreement between the Service User and Service Professional, all of whom are independent businesses separate and apart from Top Roof Contractors. Furthermore, when a Service Professional is not available, we may connect you with a substitute contractor that does not undergo the same scrutiny, and it will be up to that substitute to explain what relationship he/she has with Top Roof Contractors. Please also review the “Disclaimer of Warranties” and “Limitations of Liability” sections below.
E. USE OF SUBMITTED CONTENT
- NO CONFIDENTIALITY
The Website may now or in the future permit the submission of videos or other communications submitted by you and other users, including without limitation, your Profile, your Offer, your Wants, any Feedback, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that whether or not such Submitted Content is published, Top Roof Contractors does not guarantee any confidentiality with respect to any Submitted Content.
You agree that any Submitted Content you provide which you authorize to be searchable by Registered Users who have access to the Website is provided on a non-proprietary and non-confidential basis. You also agree that Top Roof Contractors shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services.
- YOUR REPRESENTATIONS AND WARRANTIES
- YOUR OWNERSHIP RIGHTS AND LICENSE TO TOP ROOF CONTRACTORS
You acknowledge and understand that the technical processing and transmission of the Website, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You may remove your Submitted Content from the Website at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire.
- TOP ROOF CONTRACTORS’S DISCLAIMERS AND RIGHT TO REMOVE
- You acknowledge and understand that when using the Website, you will be exposed to Submitted Content from a variety of sources, and that Top Roof Contractors is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content. You further acknowledge and understand that you may be exposed to Submitted Content that is inaccurate, offensive, indecent, objectionable, or illegal, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Top Roof Contractors or any of its owners, members, managers, operators, directors, officers, agents, subsidiaries, affiliates, employees, representatives, attorneys, and/or licensors with respect thereto, and agree to indemnify and hold Top Roof Contractors, its owners, members, managers, operators, directors, officers, agents, subsidiaries, affiliates, employees, representatives, attorneys, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.
- You are solely responsible for the photos, images, audio, video, profiles, and other content, including, without limitation, Submitted Content, that you publish or display on or through the Website, or transmit to other Website users. You understand and agree that Top Roof Contractors may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Agreement or which might be inaccurate, offensive, indecent, objectionable, or illegal, or that might violate the rights of Website users or others, or cause or threaten harm to or the safety of Website users or others.
If you send or transmit any communication, comment, question, suggestion, or related material to Top Roof Contractors, whether by letter, email, telephone, or otherwise (collectively, “Suggestions”), suggesting or recommending changes to the Website, including, without limitation, new features or functionality relating thereto, all such Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in and to, and Top Roof Contractors is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and/or selling, directly or indirectly, products and services using such Suggestions. You understand and agree that Top Roof Contractors is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, techniques, or other intellectual property contained in the Suggestions, and you have no right to compel such use, display, reproduction, or distribution.
F. MODIFICATIONS TO OR TERMINATION OF WEBSITE
- MODIFICATION OR CESSATION OF WEBSITE
Top Roof Contractors reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that Top Roof Contractors shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or Top Roof Contractors Services.
- TERMINATION BY TOP ROOF CONTRACTORS
- TERMINATION BY YOU
- EFFECT OF TERMINATION
Upon Termination of Service, all licenses granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of Top Roof Contractors Data, Marks, and other content in your possession or control. You further acknowledge and agree that Top Roof Contractors shall not be liable to you or any third party for any termination of your access to the Website. Upon Termination of Service, Top Roof Contractors retains the right to use any data collected from your use of the Website for internal analysis and archival purposes, and all related licenses you have granted to Top Roof Contractors hereunder shall remain in effect for the foregoing purpose. In no event is Top Roof Contractors obligated to return any Submitted Content to you.
You agree to indemnify and hold Top Roof Contractors, and its owners, officers, managers, members, affiliates, successor, subsidiaries, assigns, operators, directors, agents, Service Professionals, suppliers, representatives, attorneys, licensors, and/or employees harmless from any claim, demand, loss, cost, and/or expense, including reasonable attorneys’ fees and court costs, arising from or relating to the modification or termination of the Website or any action related thereto.
G. EMAIL TRANSMISSION DISCLAIMERS
- NEGLIGENT MISSTATEMENT
Top Roof Contractors accepts no liability for the content of this email, or for the consequences of any actions taken on the basis of the information provided, unless that information is subsequently confirmed in writing. If you are not the intended recipient you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited.
- EMPLOYER’S LIABILITY
Any views or opinions presented in emails are solely those of the author and do not necessarily represent those of Top Roof Contractors. Employees and subcontractors of the company are expressly required not to make defamatory statements and not to infringe or authorize any infringement of copyright or any other legal right by email communications. Any such communication is contrary to company policy and outside the scope of the employment of the individual concerned. The company will not accept any liability in respect of such communication, and the employee or subcontractor responsible will be personally liable for any damages or other liability arising.
H. INTELLECTUAL PROPERTY RIGHTS
- TOP ROOF CONTRACTORS OWNS OR HOLDS THE LICENSES TO ALL DATA AND MARKS ON THE WEBSITE
All content on the Website (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like (“Data”) and the trademarks, service marks, trade dress, and logos contained therein (“Marks”), are owned by Top Roof Contractors, subject to copyright, trademark, and other intellectual property rights under United States and foreign laws and international treaties and conventions. Other trademarks, service marks, names, and logos on the Website are the property of their respective owners.
Data on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Top Roof Contractors reserves all rights not expressly granted in and to the Website and the Data. You agree not to use, copy, distribute, reproduce, transmit, broadcast, display, sell, license, or otherwise exploit any of the Data other than as expressly permitted herein, including any use, copying, distribution reproduction, transmission, broadcast, display, sale, licensing, or other exploitation of Submitted Content obtained through the Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright, trademark, and other proprietary notices contained thereon. You agree not to circumvent, disable, or otherwise interfere with security features of the Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Website or the Data therein.
- TOP ROOF CONTRACTORS’S LICENSE TO YOU FOR THE USE OF DATA AND MARKS
The Website may also contain Data of other users or licensors, which you shall not copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell, license, or otherwise exploit.
Top Roof Contractors may authorize you to use an “Embeddable Player” feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website; provided, however, that you provide a link back to the Website on any pages that contain the Embeddable Player. Top Roof Contractors reserves the right to discontinue any aspect of the Website at any time.
I. NEGOTIATION OF TERMS OF SERVICE
- NEGOTIATION WORKSHEET AND CONTRACT TEMPLATE
As a courtesy to Registered Users, to facilitate the negotiation and confirmation of an agreement for Service between a Service Professional and its customer, Top Roof Contractors provides a general framework for negotiating the terms of Service (e.g., rate) (“Negotiation Worksheet”) and for a written contract for Services (“Agreement for Service”). Registered Users acknowledge and agree that (i) they are solely responsible for addressing all issues that exist now or may arise in the future in connection with the applicable Service; and (ii) it is solely up to such Registered Users, if they so desire, to enter into a signed, written contract with their customer, that addresses all of the issues they deem relevant and which may or may not contain all items memorialized in the Negotiation Worksheet and/or Agreement for Service.
You should not rely on the any information or resources contained on the Website, including, without limitation, the Negotiation Worksheet or Agreement for Service, as a replacement or substitute for any professional, financial, legal, or other advice or counsel. Top Roof Contractors makes no representations and warranties, and expressly disclaims any and all liability, concerning actions taken by a user following the use of information resources offered or provided on or through the Website, including, without limitation, the Negotiation Worksheet or Agreement for Service. In no way will Top Roof Contractors be responsible for any actions taken or not taken based on the information or resources provided on this Website. If you have a situation that requires professional advice, you should consult a qualified professional. Do not disregard, avoid, or delay obtaining professional advice from a qualified person because of information or resources that are provided on this Website, however provided.
- TOP ROOF CONTRACTORS IS NOT A PARTY TO ANY SERVICE CONTRACT
Each Registered User hereby acknowledges and agrees that Top Roof Contractors is NOT a party to any oral or written Agreement for Service, Negotiation Worksheet, or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Website.
- NO AGENCY OR PARTNERSHIP
The term “accountability” means that anyone is able and encouraged to alert Top Roof Contractors of any wrongdoing and/or unethical practice. If a member is found to be doing something wrong, is no longer meeting membership qualifications, or not abiding by ethical practices, they will be asked to correct the situation in the manner deemed by a Top Roof Contractors director or else lose their association with Top Roof Contractors.
J. DISPUTE RESOLUTION; GOVERNING LAW
Aspects of the Website and other Top Roof Contractors services may be supported by advertising revenue. As such, Top Roof Contractors may display advertisements and promotions on the Website. The manner, mode, number, and extent of advertising by Top Roof Contractors on the Website are subject to change and the appearance of advertisements on the Website does not necessarily imply endorsement by Top Roof Contractors of any advertised products or services. You agree that Top Roof Contractors shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers or advertisements on the Website, all of which are at Top Roof Contractors’s sole and absolute discretion.
L. THIRD-PARTY LINKS, CONTACT FORMS, AND PHONE NUMBERS
M. DISCLAIMER OF WARRANTIES AND COMPENSATION
YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, TOP ROOF CONTRACTORS AND ITS OWNERS, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, REPRESENTATIVES, ATTORNEYS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, ANY DATA, MATERIALS, SUBMITTED CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, DATA, AND SUBMITTED CONTENT OF OTHER USERS OF THIS SITE OR OTHER THIRD PARTIES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, DATA, MATERIALS, SUBMITTED CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WHEREIS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. TOP ROOF CONTRACTORS DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE, OR SUBMITTED CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, ANY DEFAMATORY, OFFENSIVE, INAPPROPRIATE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS, COST, OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE, OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, DISPLAYED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. TOP ROOF CONTRACTORS DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. TOP ROOF CONTRACTORS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING THIRD PARTY SERVICE PROFESSIONALS OF PRODUCTS OR SERVICES. PLEASE NOTE THAT TOP ROOF CONTRACTORS AND/OR ITS OWNERS, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, REPRESENTATIVES, ATTORNEYS, AND/OR AGENTS MAY BE PROVIDED WITH A COMMISSION ON PRODUCT, EQUIPMENT, AND/OR SERVICE SALES, SO RELY ON YOUR OWN INDEPENDENT RESEARCH TO DETERMINE IF THE PRODUCTS, EQUIPMENT, AND/OR SERVICES OFFERED BY TOP ROOF CONTRACTORS OR THE COMPANIES MENTIONED ON THIS WEBSITE ARE THE BEST CHOICE FOR YOUR ENDEAVORS. AS WITH THE USE OF ANY PRODUCT, EQUIPMENT, OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. FURTHERMORE, LOGOS, COMPANY NAMES, AND PERSONAL NAMES ON THE WEBSITE DO NOT INDICATE THAT THERE IS A CURRENT CONNECTION OR WAS A PREVIOUS CONNECTION IN PLACE WITH THESE BRANDS, ENTITIES OR PERSONS. TO ENSURE ACTIVE MEMBERSHIP OR RECEIVE EXPLANATION OF WHY CERTAIN BRANDS, ENTITIES OR PERSONS ARE MENTIONED ON THE WEBSITE, YOU MUST SPEAK TO A DIRECTOR OF TOP ROOF CONTRACTORS.
N. LIMITATIONS OF LIABILITY
- IN NO EVENT SHALL TOP ROOF CONTRACTORS, OR ITS RESPECTIVE OWNERS, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, ATTORNEYS, REPRESENTATIVES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER RESULTING FROM ANY (I) ACCESS TO OR USE OF THE WEBSITE OR ANY SERVICES OFFERED BY ANY SERVICE PROFESSIONALS VIA THE WEBSITE, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE WEBSITE, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA THE WEBSITE IS IN EFFECT; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, MARKS, CONTENT, INFORMATION, MATERIALS, OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS, OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION FOR A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE, OR ANY OTHER DISPUTE THAT ARISES BETWEEN USERS OF THE WEBSITE; (VIII) ANY DEFAMATORY, OFFENSIVE, INAPPROPRIATE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; (IX) INCORRECT OR OUTDATED INFORMATION (ALTHOUGH WE DO OUR BEST TO ENSURE ONLY TIMELY AND ACCURATE INFORMATION IS POSTED, IT IS YOUR RESPONSIBILITY TO INDEPENDENTLY VERIFY ALL STATEMENTS BEFORE TAKING ANY ACTION); OR (X) ANY USE OF ANY DATA, MARKS, CONTENT, INFORMATION, MATERIALS, OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, DISPLAYED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TOP ROOF CONTRACTORS 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 NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF TOP ROOF CONTRACTORS, OR ANY OF THE ABOVE-REFERENCED RESPECTIVE PARTIES, ARISING FROM OR RELATING TO THE WEBSITE, AND/OR SUBMITTED CONTENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO TOP ROOF CONTRACTORS BY YOU HEREUNDER.
- YOU HEREBY ACKNOWLEDGE AND AGREE THAT TOP ROOF CONTRACTORS SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, INAPPROPRIATE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT TOP ROOF CONTRACTORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN WEBSITE USERS ENTERED INTO INDEPENDENTLY OF THE WEBSITE.
O. PRE SCREENING PROCEDURES AND DISCLAIMERS
TRC uses the following criteria as part of its application process for persons and entities applying for membership in our network. We perform the below screening prior to enrollment:
- Licensing – We request proof of business licenses. Certain states may require state-level licensing for projects above specified dollar amounts. We recommend you confirm these licensing requirements with the business and the applicable state and local licensing authorities. In some states, licensing may be required by the county or local authority in which the work is being performed. We recommend you confirm these licensing requirements before proceeding with your project. Larger projects often require the use of sub-contractors for specific types of work (for example, a roof replacement may require an electrician for the A/C units). We recommend you verify that all the sub-contractors doing work on your project carry the appropriate licensing. Given the unique nature of California licensing, TRC relies on representations of service professionals that are using a California General building contracting license to cover home improvement tasks that such service professionals are performing more than one task as defined and required by California licensing rules. We always recommend that you ask the business to provide you with a copy of their license.
- Criminal Records Search – We use third party data sources to conduct a criminal search, in the state in which the owner/principal of the company is located, for any relevant criminal convictions associated with the owner/principal of the business, within the three years prior to such service professional’s application for membership in the TRC network. TRC’s third-party vendor uses a national criminal database (“NCD”) to screen our service professionals. The comprehensiveness of the NCD varies by state. Please be aware that the reporting in the NCD is particularly limited in the following states: AL, CO, DE, GA, ID, KS, LA, ME, MA, MI, MS, MT, NE, NV, NH, NM, SD, UT, VA, VT, and WY.
- Identity Verification (Social Security Number) – TRC verifies the social security number of the business owner/principal to confirm their identity.
- Legal Search for Civil Judgments – We use third party data sources to check, within the 12 months prior to the service professional’s application for membership in the TRC network, for significant state-level civil legal judgments or liens entered against the owner/principal by business customers and for bankruptcy filings by or against the owner/principal, in the state in which the owner/principal of the company is located.
- Checking References – TRC requests the contact information for three different individuals or entities that were provided with services from the Service Professional. Before acceptance into the network, TRC confirms that a commercial project was involved and that the individual or entity provided with service was satisfied.
- If you are a California resident, you waive California Civil Code Section 1542, which provides the following:
- A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
- If you are not a California resident, you waive your rights under any statute similar to California Civil Code section 1542 that governs your rights in the jurisdiction of your residence.
- STATUTE OF LIMITATIONS
- SECTION HEADINGS
- “Member” means each person or entity designated as a Member by Top Roof Contractors and which is a party to a written Membership Agreement with Top Roof Contractors.
- “TRC” means Top Roof Contractors.
- Description of the Top Roof Contractors Basic Member Services.
A Member shall be entitled to the benefits available to Members once officially accepted into the network in writing. Acceptance in TRC’s network requires Members to maintain a good reputation, have commercial roofing experience, and professionally market themselves to reflect TRC’s high quality standards.
- Each Member is entitled to receive the benefits listed below:
- Steeply Discounted Access to Estimate Requests from Commercial Building Owners
- Discounts on more than 15 Marketing Solutions from Top Roof Marketing
- Flyers to Aide with Sales
- Marketplace Access to Buy and Sell Equipment with Other Members
- Staff will assist with roofing estimate requests by being part of the ongoing conversation
- Inspection Form and Safety Program Examples for Use
- Referral Program for Other Contractors
- Access to Educational Webinars for Commercial Roofing
- Each Member is entitled to receive the benefits listed below:
- Grant of License; Use of Marks; Marketing and Publicity.
- TRC Marks. TRC hereby grants to the Member, during the Term, a limited, revocable, non-exclusive, nontransferable, non sub-licensable license to use any trademark, service mark, trade name, trade dress, or simulation thereof provided to the Member by TRC (the “TRC Marks”) in order to promote the Services as described in this Agreement.
- The Member’s Marks. The Member hereby grants to TRC, during the Term, a limited, revocable, non-exclusive, non-transferable, non sub-licensable license to use any trademark, service mark, trade name, trade dress, or simulation thereof provided to TRC by the Member (the “Member’s Marks”) to promote roofing services to current or prospective customers or membership to contractors.
- Before using any of the TRC Marks and before publication, distribution, display, or other use of any advertising, marketing, or promotional materials (“Promotional Materials”) using any of the TRC Marks or referring to any of the Services, the Member will submit such Promotional Materials and examples of the proposed use of the TRC Marks to TRC for its review and approval, and the Member will not use any Promotional Materials or TRC Marks without TRC’s prior written approval. The Member acknowledges that all Promotional Materials and usage of any TRC Marks must be consistent with the high-quality image, reputation, and standards of TRC and the Services.
- Confidentiality. In connection with the Services and membership in the Group, the Member will have access to confidential information including but not limited to trade secrets, data, business plans, customer information, marketing information, business and marketing plans, strategies, pricing, quoting, sales or marketing methods, techniques and processes, product data and specifications, manufacturing data and specifications, application methods and specifications, past or current customers or clients, prospective customers or clients (including, without limitation, the names, addresses, telephone numbers, contact names, purchasing history, property information of such past or current customers or clients or prospective customers or clients), customer/client lists, identity of vendors and suppliers, compilations of data or information, records, specifications, programs, finances, costs, development plans, computer programs, computer systems, know how or confidences, and financial matters which are made available by TRC and any information, document, and knowledge which TRC does not actively make known to the public (as stored in paper and/or electronic formats or otherwise) (collectively, “Confidential Information”) and which the Member shall protect in the same manner as it protects its own confidential information of like kind. The Member will only use the Confidential Information to exercise its rights or carry out its obligations under this Agreement and will protect the Confidential Information by using the same degree of care as it uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure, or dissemination, but no less than a reasonable degree of care. The Member will restrict access to Confidential Information to only its employees or contractors who require such access in the course of their assigned duties. In the event that any Confidential Information is required to be disclosed pursuant to an order of a court of competent jurisdiction, the Member will give TRC immediate notice thereof and will use reasonable efforts to obtain a protective order prohibiting further disclosure of the Confidential Information or to cooperate with TRC in seeking to obtain a protective order. The Member expressly agrees that the terms and conditions of this Agreement shall be considered Confidential Information and shall not be disclosed without TRC’s written consent.
- Representations and Warranties.
- The Member represents and warrants that all its roofing services will be provided in a professional manner in accordance with customary practice in the roofing industry and will substantially conform to any written specifications provided herein.
- By entering into a Membership Agreement with TRC, the Member further represents and warrants that it has the full power and authority to enter into and perform such Agreement; that the execution, delivery, and performance of such Agreement has been duly authorized and constitutes a valid and binding agreement; and that the execution, delivery, and performance of such Agreement will not result in the breach of, or constitute a default under, or violate any provision of, any agreement or other instrument to which the Member is a party.
- Liability; Release.
- Disclaimer of Liability. TRC shall have no liability in regard to any services provided, or to be provided, by any Member or non-affiliated third-party sponsor, affiliate, or vendor (collectively “Vendor”). All Vendors are independent contractors or business owners and not employees, partners, or joint venture partners with TRC. TRC shall have no liability in regard to any services provided, or to be provided, by any Vendor. The Member agrees that claims with regard to services provided shall be made against the Vendor providing or performing such services and not TRC. Although TRC, upon request by the Member, will endeavor to intervene in conjunction with a Member experiencing a problem or discrepancy with a Vendor, in the event any product or service purchased by a Member is canceled, modified, defective, or otherwise unsatisfactory to the Member, the Member will look solely to the provider, seller, merchant, or manufacturer of the product or service for any repair, exchange, refund, or satisfaction of any claim.
- Limitation of Liability. TRC shall not be liable for any damages, losses, costs, and/or expenses to any member or third party and/or for any lost profits, consequential, special, or incidental damages to the Member or any third party, arising out of or in connection with the Member’s performance of its obligations hereunder, even if TRC has been advised of the possibility of such damages.
- General Release. The Member, for itself and on behalf of any person or entity who uses the benefits or services available through TRC (“Membership Beneficiary”), hereby forever releases, acquits, and discharges TRC and TRC’s committees, owner(s), directors, officers, managers, members, employees, volunteers, independent contractors, affiliates, subsidiaries, agents, and attorneys from any and all actual or potential losses, costs, expenses, liabilities, obligations, claims, demands, suits, actions, and causes of action that such Member or such Member’s legal representatives may have or may claim to have by reason of any monetary damage, bodily injury, property damage, or personal injury sustained as a result of or during the use of any and all benefits or services available through TRC. The sole recourse available to a Member, Membership Beneficiary, or their legal representatives shall be the cancellation of the Membership.
- Indemnification and Insurance.
- Indemnification. The Member agrees to defend (from the inception of any claim, suit, or demand), indemnify, and hold harmless TRC and its committees, directors, officers, owners, managers, members, agents, affiliates, subsidiaries, distributors, representatives, employees, volunteers, representatives, and attorneys from any and all claims, suits, demands, liabilities, obligations, losses, costs, and expenses, including reasonable attorney fees, that TRC may suffer, sustain, or become subject to, in connection with, incident to, resulting from, or arising out of or in any way relating to or arising out of or as a result of (i) the Member’s negligence, gross negligence, or willful misconduct in the performance of its duties and obligations hereunder, (ii) the Member’s negligence, gross negligence, or willful misconduct in the performance of any roofing services for any customer, (iii) any misrepresentation made by the Member or any of its employees, contractors, or agents and/or any false, deceptive, or misleading statement or action to any other person or in connection with any roofing services provided or to be provided, (iv) any bodily injury, property damage, or personal or advertising injury to any other person or entity, (v) infringement of a third party’s intellectual property rights by the Member, or its products and services (vi) the Member’s material breach of any duty, representation, or warranty under this Agreement, or (vii) any violation of applicable law by the Member (all referred to as “the Indemnified Claims”).
- In the event that TRC is made a defendant or party to any action or proceeding, judicial or administrative, instituted by any third party for any claim, suit, liability, cost, or expense which is an Indemnified Claim (any such third party action or proceeding being referred to as a “Third Party Claim”), TRC shall give the Member prompt written notice thereof. The failure to give such notice shall not affect TRC’s ability to seek indemnification. The Member shall contest and defend such Third Party Claim through counsel of its choice. Notice of the intention to so contest and defend shall be given by the Member to TRC within twenty (20) days after TRC gives notice of such Third Party claim (but in all events, at least five (5) business days prior to the date that an answer to such a Third Party Claim is due to be filed, if applicable) TRC shall be entitled at any time, at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its own choosing. If TRC elects to participate in such defense, TRC will cooperate with the Member in the conduct of such defense, and the Member will cooperate with TRC. The Member may not concede, settle, or compromise any Third Party Claim without the written consent of TRC (which consent will not be unreasonably withheld, conditioned, or delayed) unless (i) there is no finding or admission of any violation of applicable law against TRC and (ii) the sole relief provided is monetary damages that are paid in full by the Member.
- Insurance. The Member shall procure and maintain at its sole expense throughout the Term of this Agreement, the following minimum levels of insurance coverage:
- Commercial General Liability Insurance: including Broad Form Property Damage and Personal Injury with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) general aggregate, plus Products-Completed Operations coverage with the same limits. The policy shall be endorsed to provide that the aggregate limits shall apply “per project.”
- Worker’s Compensation (outside Ohio) with Alternate Employer Endorsement and including Five Hundred Thousand Dollars ($500,000) Employers Liability Coverage.
- Excess Liability Insurance coverage in an amount of not less than One Million Dollars ($1,000,000) per occurrence.
- Professional Liability coverage in the amount of One Million Dollars ($1,000,000) per claim.
- Relationship of the Parties. The Member is an independent business owner and not an agent, employee, partner, or representative of TRC. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between TRC and the Member. The Member does not have the authority to bind TRC except to the extent approved in writing by TRC.
- Disclaimer of Warranties. Except as expressly set forth in the Agreement, TRC hereby specifically disclaims any representations or warranties, express or implied, regarding the Services, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance. TRC is not a merchant, manufacturer, or direct provider of any products from any manufacturer. ACCORDINGLY, ALL PRODUCTS, SERVICES, ADVICE, MERCHANDISE, AND INFORMATIONAVAILABLE TO MEMBERSARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULARPURPOSE. WITHOUT LIMITING THE ABOVE, NO WARRANTY OR GUARANTY IS GIVEN REGARDING THE COMPLETENESS, ACCURACY, RELIABILITY, OR QUALITY OFANY INFORMATION, CONTENT, DATA, SERVICE, ADVICE, PRODUCT, OR MERCHANDISE PROVIDED OR AVAILABLE TO, OR PURCHASED BY, MEMBERS THROUGH THE TRC WEBSITE OR OTHERWISE THROUGH MEMBERSHIP IN TRC. MEMBERS AGREE TO NEVER IMPLY OR STATE THAT TRC PROVIDES ANY KIND OF WARRANTY OR GUARANTEE OF THEIR WORKMANSHIP OR PRODUCTS USED.
- Notices. All notices hereunder shall be in writing and shall be sent by (i) e-mail with return receipt; (ii) certified mail, return receipt requested; or (iii) by overnight courier service (FedEx or UPS), to the address set forth below for TRC, and to the address for the Member on file with TRC. Unless otherwise provided, notice shall be effective on the date it is officially recorded as delivered by return receipt or equivalent.
Notices to TRC should be sent to:Top Roof Contractors
1130 E. Main St. #185
Ashland OH, 44805
ATTN: Jonathan Keim
- Governing Law. All agreements and dealings between the Member and TRC shall be governed by and construed and enforced in accordance with the internal laws of the State of Ohio without regard for any of its choice of law principles. Any disputes between the Member and TRC shall be decided solely by the state courts and/or tribunals located in Ashland County Ohio. The Member shall not commence any action, at law or in equity, for any matter or assert any claims relating to or arising from any agreement or dealings with TRC, in any courts other than those located in Ashland County, Ohio. The Member consents to the jurisdiction of the state courts located in Ashland County, Ohio, for the litigation of any claims that exist or arise between itself and the Member. Further, the Member agrees that Ashland County, Ohio shall be the sole venue for any litigation between the Member and TRC.
With respect to Commercial General Liability, Excess Liability, and Professional Liability, TRC shall be named as an additional insured under an ISO CG 2010 11-85 or equivalent endorsement. Insurance coverages shall be written with a company or companies having an AM Best rating of at least “A-” with a financial size classification of at least “VI” as determined by the most recently published Best’s Key Rating Guide. Evidence of the required coverages shall be provided in the form of an acceptable certificate of insurance to TRC.
WE PERFORM THE ABOVE SCREENING BASED UPON INFORMATION PROVIDED TO US BY THE SERVICE PROFESSIONAL (E.G. NAME OF OWNER, BIRTHDATE, SOCIAL SECURITY NUMBER).
NOTE: TRC PERFORMS SCREENING SOLELY AT THE TIME THE SERVICE PROFESSIONAL APPLIES FOR MEMBERSHIP IN THE TRC NETWORK, AND THEREFORE A SERVICE PROFESSIONAL’S INFORMATION MAY CHANGE OR EXPIRE OVER TIME. THUS, TRC CANNOT AND DOES NOT WARRANT OR REPRESENT THAT PROFILE AND SCREENING INFORMATION IS UP TO DATE. TRC IS UNDER NO OBLIGATION TO UPDATE A SERVICE PROFESSIONAL’S SCREENING INFORMATION. WE RECOMMEND THAT BEFORE WORKING WITH A SERVICE PROFESSIONAL YOU VERIFY THAT INFORMATION PRESENTED IN THE SERVICE PROFESSIONAL’S PROFILE IS STILL ACCURATE, CURRENT AND ACCEPTABLE TO YOU.
The above procedures may change from time to time at the sole discretion of TRC. TRC believes that it uses commercially reasonable methods to check these matters but does not make any representations or warranties that members continue to meet the above screening criteria after the date of their enrollment in the TRC network. When it comes to screening, every system has its flaws. That is because no background system in the U.S. is one hundred percent accurate. TRC does not represent or warrant that the information received from state, provincial or other government agencies or from third party sources (included any provided reference) is accurate, error free, or that it is up to date or updated at the time that TRC checks such information. Most agencies have periodic update cycles or schedules and this information is not updated on a real-time basis by such agencies and third party sources.
DISCLAIMER: TRC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED RELATING TO THE SCREENING PROCESS, CRITERIA, PROCEDURES, OR INFORMATION OBTAINED OR PRESENTED IN THE SCREENING PROCESS OR DISCLOSURES INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR THAT THE SCREENING OR VERIFICATION PROCEDURES OR STANDARDS ARE SUFFICIENT OR THAT THE INFORMATION RECEIVED IN THESE SCREENING OR VERIFICATION PROCEDURES IS ACCURATE, TIMELY OR ERROR FREE.
P. INDEMNIFICATION AND RELEASE
IF YOU HAVE A DISPUTE WITH ONE OR MORE WEBSITE USERS, YOU FOREVER RELEASE TOP ROOF CONTRACTORS (AND ITS OWNERS, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AGENTS, SUBSIDIARIES, ATTORNEYS, AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DEMANDS, DAMAGES, LOSSES, COSTS, AND/OR EXPENSES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE AND/OR ANY SUBMITTED CONTENT.
Q. NO THIRD-PARTY BENEFICIARIES
S. GENERAL INFORMATION
You agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.