ALL LOCAL PROS TERMS AND CONDITIONS
This Agreement (“Agreement”) governs your relationship with All Local Pros. In this Agreement, we will refer to you, the member Service Professional, and all of your d/b/a’s, affiliates, agents, employees, representatives and subcontractors as “you,” “SP,” “Service Professional” or “member” and to All Local Pros and its employees and agents as “we” or “us” or “All Local Pros.” Other Service Professionals who have joined All Local Pros’ network are referred to in this Agreement as “Service Professionals,” “SPs,” or “members.” Unless otherwise stated, all terms and conditions set forth in this Agreement that apply generally to Service Professionals also apply to and bind you. References herein to the All Local Pros “Website” include any and all websites now, or hereafter, owned or operated by All Local Pros.
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
What We Agree.
All Local Pros receives requests from homeowners, consumers, property managers, individuals and other persons (“customers”) expressing interest in services (“service requests”). These service requests from customers are submitted directly to All Local Pros by customers via the All Local Pros Website, other owned and operated websites, or from customers calling All Local Pros directly. In turn, All Local Pros may send you a communication, or a call, about a customer’s service request that contains information about what service has been requested and the customer’s contact information (a “Lead”), or All Local Pros may send you a call from an individual or business that is requesting information about services (a “Call”). Leads may also be sent to other member service. Further, All Local Pros may send you a communication about a customer who has scheduled a service (an “Appointment”).
We limit the number of Service Professionals that are matched to a customer. We do not guarantee to provide you any specific number of Leads, number of Calls, number of Appointments, nor do we make guarantees, representations or warranties regarding a customer’s level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor do we guarantee that you will successfully contact each customer. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. All Local Pros is free to contract with other Service Professionals as this is not an exclusive contract.
What You Agree.
You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, subcontractors, and any individuals performing work on your behalf, at the time you become a All Local Pros SP, and thereafter while this Agreement remains in effect, as follows:
You are qualified and capable of performing the services requested.
You agree to abide by and to follow the terms of the All Local Pros Resolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however, we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer by All Local Pros in connection with a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments and for any costs, expenses or attorneys’ fees incurred by All Local Pros in connection with the dispute. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
You agree that you will not charge a Lead fee or a Cancellation Fee to a consumer who has not hired you for a job.
If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers or prospective SPs in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing.
You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with All Local Pros, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A ALL LOCAL PROS SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO ALL LOCAL PROS AND OTHER SERVICE PROFESSIONAL MEMBERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF ALL LOCAL PROS. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO ALL LOCAL PROS, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES OR ATTORNEYS’ FEES THAT MAY ARISE FROM SUCH ACTIVITIES.
You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a communication with All Local Pros. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads, Calls, and Appointments provided by All Local Pros to any other party, including any other Service Professionals.
You agree to be bound by the then applicable pricing plan provisions (all fees are stated and payable in US dollars) for any and all Leads, Calls, and Appointments presented to you (as further described in Attachment A). You will pay All Local Pros applicable non-refundable fees. All Local Pros reserves the right to charge your credit card for any fees immediately upon receipt of your credit card information by you or your representatives.
Fees. You agree that you will pay All Local Pros on a per communication basis for all Leads, Calls, and Appointments. You agree that payment for Lead, Call, and Appointment Fees will be made by All Local Pros initiating an ACH transfer or processing your credit card each week for the previous week’s activity. We may, in our sole discretion and in accordance with our then-existing Lead credit policies, issue you a credit (“Credit”) for any Lead, Call, and Appointment Fees that you dispute by contacting All Local Pros via our Website, or by telephone, provided, however, that any and all requests for Credits must be received by All Local Pros within 30 days of the date that the Fee charge for the communication (Lead, Call, Appointment) was incurred. Credits that are issued to a Service Professional’s account will be issued as store credits, which will be applied toward future charges to your account. Credits will expire, if not used, eighteen months after the date the Credit was issued. All Lead Fees constitute advertising fees paid by you to All Local Pros and are in no way, referral commissions based upon your successful completion of services.
All Local Pros is not responsible, or liable, for undelivered customer notifications or Calls. You agree to promptly notify All Local Pros if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.
You acknowledge that you will not receive a detailed account statement unless you provide All Local Pros with a valid email address. All Local Pros will process your balance due at the end of your billing period via your selected payment method. Past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law. In addition, any returned payments will incur a $20 fee per transaction.
Any disputes about charges to your account must be submitted to All Local Pros in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30 day period, and all such charges will be final and not subject to challenge.
Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
No fee is due or payable to the extent such fee is in violation of any applicable law. All Local Pros is not obligated to refund to you any amounts of prepaid Lead Fees, Call Fees, or Appointment Fees. You authorize All Local Pros to charge you for any sales or similar taxes that may be imposed on your subscription payments, lead fees, or any other fees charged by All Local Pros.
Indemnification; Limitation of Liability; Disclaimer of Warranties.
Indemnification. You shall fully protect, indemnify and defend All Local Pros and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns (“Indemnified Parties”) and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys’ fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any of your work for or dealings with any customers, (ii) your advertising, or (iii) your services, representations, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) set forth in this Agreement, including any extra work you perform for a customer for which All Local Pros has not matched you, and in connection with your use of the All Local Pros Seal of Approval, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF ALL LOCAL PROS OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRING LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY ALL LOCAL PROS OR THE INDEMNIFIED PARTIES.
Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF All Local Pros TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO All Local Pros DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM
Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE ALL LOCAL PROS SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND ALL LOCAL PROS DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW
AGREEMENT TO ARBITRATE ALL DISPUTES AND GOVERNING LAW.
The exclusive means of resolving any dispute between you and All Local Pros or any claim or controversy arising out of or relating to or that have arisen based on use of this Website and/or All Local Pros’s services (including any alleged breach of these Terms and Conditions) shall be BINDING ARBITRATION administered by the American Arbitration Association, EXCEPT AS EXPRESSLY PROVIDED BY APPLICABLE FEDERAL OR STATE LAW. You may not under any circumstances commence, participate in or maintain against All Local Pros any class action, class arbitration, or other representative action or proceeding.
*NOTICE OF RIGHTS*
By using the Website and/or All Local Pros’s services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and All Local Pros. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against All Local Pros may be commenced only in the federal or state courts located in Placer County, California. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
These Terms and Conditions, and any dispute between you and All Local Pros, shall be governed by the laws of the state of Colorado without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
This Agreement, and the All Local Pros Fee Schedule, including Lead prices, Call Prices, and Appointment Prices, may be changed from time to time. By continuing to use any All Local Pros services you are agreeing to be bound by any such non-material changes. Material changes to this Agreement or to the All Local Pros Fee Schedule will be periodically communicated to you by email or other reasonable means. By continuing to use any All Local Pros services after receiving any such notice of changes from All Local Pros, you are agreeing to all such changes.
You may terminate this Agreement upon our receipt of your notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any Leads or services delivered to you prior to us receiving your termination during normal business hours.
All Local Pros, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement at any time for any reason or no reason at all.
If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue; and any Leads provided to you during the term of this Agreement and relationships you enter into or create from those Leads will continue to be governed by this Agreement including but not limited to with respect to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims. Further, in the event this Agreement is terminated or expires, (i) all licenses granted to you under this Agreement shall immediately terminate, and you shall have no further right to access, use or display the any All Local Pros content. Upon any termination of this Agreement, you will no longer have access to your All Local Pros account.
If it is determined or suspected by All Local Pros in its sole discretion that you are misusing or attempting to misuse or circumvent the All Local Pros services or system or any customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by All Local Pros, in addition to our right to immediately terminate this Agreement, All Local Pros reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
You will be liable for any attorneys’ fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of California (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Placer County, California are the exclusive forum for litigation of any claim by you arising under this Agreement or your use of the All Local Pros Website and/or Services, and you submit to sole and exclusive jurisdiction in the state of California, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.
You understand and agree that you are an independent contractor of All Local Pros, and are not an All Local Pros employee, joint venturer, partner, or agent. You acknowledge that you set or confirm your own prices, provide your own equipment, and determine your own work schedule. All Local Pros does not control, and has no right to control, the services you provide (including how you provide such services) if you are engaged by a consumer, except as specifically noted herein.
If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
Wireless data usage is subject to the fees and terms of your wireless subscriber agreement or data service plan with your provider, and you may incur charges from your telephone service provider for text messages, phone calls, email communications and data transferred.
You agree that if you sign up to receive ten free leads, you will only receive ten free leads in the event that 1. You are properly licensed and insured. 2. We have leads available for sale in your service area. 3. No other service provider is in your service area 4. You, or someone from your business answers the phone during normal business hours when customers call. 5. You are approved by All Local Pros to receive calls. If your business does not answer the phone when customers call we reserve the right to stop sending you calls and leads at any time.