REPAIRSPAGES.COM TERMS AND CONDITIONS

Welcome to RepairsPages.com! This Agreement governs your relationship with RepairsPages.com, Inc. In this Agreement, we will refer to you, the member Service Professional, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you" or "SP" and to RepairsPages.com, Inc. it’s associated or affiliated companies, employees and agents as "we" or "us" or "RepairsPages.com." References herein to the RepairsPages.com web site include any and all web sites now, or hereafter, owned or operated by RepairsPages.com.

I. What We Agree to Regarding Leads or Work Orders.
   a. RepairsPages.com receives requests from its customers ("customers") for certain services. In turn, RepairsPages.com may send you a communication about such customer's expressed service request need (a "Lead"). We may also send your contact information to the customer. The information we provide about you will be based on the information you submit during the Company Profile Interview (which you may amend from time to time) and Customer Ratings & Reviews, and may be amended by RepairsPages.com from time to time. Leads may also be sent to other member service professionals based on the category of the customer request.
   b. We have different tiers of Service Professionals so that you can distinguish your business, including RepairsPages.com "Member" and RepairsPages.com "Approved", “Preferred” or “Authorized”, which is a Member that has met certain criteria specified by RepairsPages.com.
   c. We limit the number of Service Professionals that are displayed to a customer. We do not guarantee to provide you any specific number of Leads, nor do we make guarantees, representations or warranties regarding a customer's level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor do we guarantee that you will successfully contact each customer. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. RepairsPages.com is free to contract with other Service Professionals as this is not an exclusive contract.


II. What You Agree.
You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, as follows:

   a. You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
   b. You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status.
*If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
   c. You will comply with the RepairsPages.com membership requirements as specified from time to time, including any required insurance coverage. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by RepairsPages.com to comply with any changes.
   d. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided RepairsPages.com with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with RepairsPages.com you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify RepairsPages.com. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize RepairsPages.com to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
   eYou hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing.  RepairsPages.com reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the RepairsPages.com Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by RepairsPages.com of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of RepairsPages.com as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of RepairsPages.com.
   g. You acknowledge and agree that all of the content and information posted on the RepairsPages.com Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all RepairsPages.com Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of RepairsPages.com. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any content posted on the RepairsPages.com Website, other than content provided directly by you. You acknowledge that a violation of the foregoing could result in significant damages, and you agree that you are liable to RepairsPages.com for any such damages, and will indemnify RepairsPages.com in the event of any third party claims against RepairsPages.com based on or arising from your violation of the foregoing. You acknowledge and agree that RepairsPages.com has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. RepairsPages.com is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
   h. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with RepairsPages.com, any customer or other third party, including, but not limited to, (i) incorporating any fee in a customer's bill for any fees paid to RepairsPages.com, (ii) charging RepairsPages.com customers any more than your other customers, or (iii) disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A REPAIRSPAGES.COM SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THERIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OF OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO REPAIRSPAGES.COM AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT ON THE PART OF REPAIRSPAGES.COM. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO REPAIRSPAGES.COM, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
   i. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such sub-contractors, 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 provided by RepairsPages.com to any other party, including any other RepairsPages.com Service Professionals.

   j. In addition to all of the other terms and conditions herein, also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP's online profile page is, and shall at all times be, maintained in an accurate, up-to-date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP shall notify RepairsPages.com immediately via telephone or email of any changes to their company information;; (iii) SP hereby agrees to pay for any and all Leads, in accordance with the then current RepairsPages.com fee schedule; (iv) RepairsPages.com may provide SP's phone number to any individual calling or contacting RepairsPages.com in any manner;; (v) SP acknowledges and agrees that not all consumers visiting the SP's online profile page will be directed to SP for reasons including, but not limited to the consumer's request not matching the SP's profile, SP's account being on hold or no longer being a member of the RepairsPages.com network, or the SP not having any available spend target. In such event, RepairsPages.com may direct consumers from the SP's online profile page to the RepairsPages.com website; (vi) SP hereby authorizes RepairsPages.com to take any and all actions necessary to generate click-throughs to SP's online profile page and telephone calls, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes RepairsPages.com to use, copy, reproduce, and sublicense SP's contact information, SP's profile, and any content on the SP's online profile page in furtherance of the foregoing.

   k. You agree to promptly contact all Repairspages.com customers requesting service and schedule the appointment for service or estimate immediately upon receipt of said request.

l.      You agree to perform all work in a professional, workmanlike and courteous manner, according to the highest business practices.

m.   You agree to provide the RepairsPages.com customer a written guarantee for any work performed immediately upon completion of the job

n.    You agree to provide the RepairsPages.com customer a copy of your company’s proof of insurance and or trade license upon request by said customer

III. Fees.
   a. 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 presented to you (as further described in Attachment A for lead purchasing service professionals). You will pay RepairsPages.com applicable non-refundable fees which may include: (i) an Enrollment/Screening Fee; (ii) Lead Fees, as set forth in the Lead Fee Schedule, for customer Leads accepted by you; (iii) RepairsPages.com Seal of Approval License Fees at the then current standard Seal of Approval license fee rates, (iv) Membership Fees; (v) Administrative Fees; (vi) Website development and hosting fees, if you have elected to have RepairsPages.com develop and host your company Website; and (vii) any other applicable fees such as Custom URL Fees or e-mail account fees as applicable. Our billing period runs weekly from Wednesday through the following Tuesday. You agree that payment will be made by RepairsPages.com initiating an ACH transfer or processing your credit card (for Canadian SP's, credit card only) each Friday for the previous week’s activity. You may view a statement of your monthly lead activity on your RepairsPages.com account, at pros.RepairsPages.com.com. We may, in our sole discretion, issue you a credit ("Credit"), provided, however, that any and all Credits must be requested by you within 30 days of the date that the charge 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, six months after the date the Credit was issued. For service professionals not purchasing leads, the only fees due shall be RepairsPages.com Seal of Approval License Fees. You shall pay such fees on a monthly or annual basis, as selected by you. You agree that payments will be made by RepairsPages.com initiating an ACH transfer or processing your credit card, in advance, on a monthly or annual basis, as applicable. For service professional purchasing leads, the RepairsPages.com Seal of Approval License Fees will not be applicable. No previously paid RepairsPages.com Seal of Approval License Fees will be refunded upon a non-lead purchasing service professional becoming a lead-purchasing service professional.

   b. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your RepairsPages.com profile are kept up-to-date and accurate. RepairsPages.com is not responsible, or liable, for undelivered customer notifications.
   c. RepairsPages.com reserves the right, at its sole discretion, to provide periodic discounts and incentive programs to you and/or other Service Professionals.
   d. You acknowledge that you will not receive a detailed account statement unless you provide RepairsPages.com with a valid email address or fax number. Your account balance is also available by calling (888) 737-2477or via the RepairsPages.com Website. RepairsPages.com will process your balance due at the end of your billing period via your selected payment method. Past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law. In addition, any returned payments will incur a $20 fee per transaction.
   e. Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
   f. All Lead Fees constitute advertising fees paid by you to RepairsPages.com and are in no way, referral commissions based upon your successful completion of services.
   g. No fee is due or payable to the extent such fee is in violation of any applicable law.
   h. RepairsPages.com is not obligated to refund to you any amounts of prepaid Lead Fees or other prepaid fees for which services have not been rendered to you by RepairsPages.com.

IV. RepairsPages.com Authorized Service Provider Seal of Approval.
   a. License. While this Agreement remains in effect, and while you remain in full compliance with all terms set forth herein, RepairsPages.com hereby grants you a non-exclusive, non-transferrable, non-sublicenseable, license to use and display the RepairsPages.com Seal of Approval in connection with marketing your business. You agree that any use or display of the RepairsPages.com Seal of Approval must comply with all standards and guidelines of RepairsPages.com adopted from time to time with respect to the proper use and display of the RepairsPages.com Seal of Approval.

   b. Restrictions. You may only use the RepairsPages.com Authorized Service Provider Seal of Approval in the event you pass RepairsPages.com's pre-screening criteria initially and annually thereafter, which shall be determined in RepairsPages.com's sole discretion. RepairsPages.com may also re-screen your business at any time in its sole discretion, and may terminate this Agreement in RepairsPages.com's sole discretion. Further, you agree that you will use and display the RepairsPages.com Seal of Approval solely in connection with the tasks for which RepairsPages.com pre-screens you. For example, if you are pre-screened as a plumber, you may not use the RepairsPages.com Seal of Approval to advertise your business for any services other than plumbing services. Further, you may only use the RepairsPages.com Seal of Approval in the state or states for which you have been pre-screened by RepairsPages.com. You may only use the RepairsPages.com Seal of Approval for its intended use, and you may not misrepresent RepairsPages.com, RepairsPages.com's products or Services, your affiliation with RepairsPages.com, or the RepairsPages.com Seal of Approval. If at any time any of your screening status should change (i.e. state-level license terminated; fall out of good standing in your state of incorporation), you must immediately report such change to RepairsPages.com, and if such change causes your business to fail RepairsPages.com's screening criteria, in RepairsPages.com's sole discretion, then your license to use the RepairsPages.com Seal of Approval is immediately suspended, and if not remedied to RepairsPages.com's satisfaction within thirty days of notification, this Agreement shall automatically terminate. You also hereby agree to be re-screened by RepairsPages.com annually, and at any other time as desired by RepairsPages.com, and failure to allow such rescreening, or failing the re-screening, in RepairsPages.com's sole discretion, shall result in the immediate and automatic termination of this Agreement. The license granted hereunder is solely for the use of the RepairsPages.com Seal of Approval, and you do not have any right to use the RepairsPages.com name or logo separately or apart from the RepairsPages.com Seal of Approval.

   c. Accessing the RepairsPages.com Authorized Service Provider Seal of Approval. You agree that you shall access the RepairsPages.com Seal of Approval solely via the following methods: (a) via a code snippet provided to you by RepairsPages.com for use online on your website, (b) via the RepairsPages.com Online Store, to order offline products containing the RepairsPages.com Seal of Approval, or (c) any other method generally offered by RepairsPages.com. You may not make any changes or modifications to the RepairsPages.com Seal of Approval, and shall only use the RepairsPages.com Seal of Approval in the exact form and format in which it is provided to you by RepairsPages.com.

V. Indemnification; Limitation of Liability; Disclaimer of Warranties.
   a. Indemnification. You shall fully protect, indemnify and defend RepairsPages.com 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 any of your work for or dealings with any customers, or your services, representations, advertising, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) as provided in this Agreement, including any extra work, and in connection with your use of the RepairsPages.com Seal of Approval, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF REPAIRSPAGES.COM OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRICT LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY REPAIRSPAGES.COM OR THE INDEMNIFIED PARTIES.

   b. 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 REPAIRSPAGES.COM TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO REPAIRSPAGES.COM DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.

   c. Disclaimer ofWarranties. YOU ACKNOWLEDGE AND AGREE THAT THE REPAIRSPAGES.COM SERVICES AND REPAIRSPAGES.COM SEAL OF APPROVAL ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND REPAIRSPAGES.COM 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.

VI. Other Terms.
   a. This Agreement, and the RepairsPages.com Fee Schedule, may be changed from time to time and you agree to be bound by any changes that are posted on the RepairsPages.com Website or which are otherwise communicated to you; the current applicable Agreement and RepairsPages.com Fee Schedule is available upon request.
   b. You may terminate this Agreement upon our receipt of your written notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any Leads or services delivered to you prior to us receiving your termination during normal business hours.
   c. RepairsPages.com, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the RepairsPages.com network immediately at any time for any reason or no reason at all.
   d. If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue with respect to Sections I (d) ; II; III (d), (e), (g) and (h); V; VI (b), (d), (e), (f), (g), (h) and (i); and VII, 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) the license granted in Section IV(a) above shall immediately terminate, and you shall have no further right to access, use or display the RepairsPages.com Seal of Approval in any manner, and (ii) you agree to destroy any materials containing the RepairsPages.com Seal of Approval.
   e. If it is determined or suspected by RepairsPages.com in its sole discretion that you are misusing or attempting to misuse or circumvent the RepairsPages.com 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 RepairsPages.com, in addition to our right to immediately terminate this Agreement, RepairsPages.com reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
   f. In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
   g. You will be liable for any attorneys' fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of New York (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 New York are the exclusive forum for litigation of any claim by you arising under this Agreement, and you submit to sole and exclusive jurisdiction in the state of New York, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.
   h. The relationship between RepairsPages.com and you shall be that of independent contractors and neither party shall be or represent itself to be an agent, employee, partner or joint venture of the other, nor shall either party have or represent itself to have any power or authority to act for, bind or commit the other.
   i. If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
   j. Wireless data usage is subject to the fees and terms of your wireless subscriber agreement or data service plan with your provider, and you may incur charges from your telephone service provider for text messages, phone calls, email communications and data transferred.

Attachment A

RepairsPages.com Customer Call and Work Order Dispatch Program Terms and Conditions

By Participating in the RepairsPages.com Customer Call and Work Order Dispatch Program, and/or by accepting any Work Orders (defined below), you hereby agree to be bound by the following Customer Call and Work Order Dispatch Terms and Conditions with respect to the RepairsPages.com Customer Call and Work Order Dispatch Program. In the event of any conflict between these terms and the terms set forth in the Agreement, these terms shall prevail.

1. The RepairsPages.com Customer Call and Work Order Dispatch Program allows Service Professionals to accept work requests that consumers have placed. Only one Service Professional will be allowed to accept each Work Order, which shall be at RepairsPages.com's sole discretion.
2. A "Work Order" is a consumer request for certain work to be performed ("Work"), which shall include specifics such as date and time the Work is to be performed ("Appointment Date"), address, and price to be paid to Service Professional ("DM Fee").
3. You agree to comply with all terms, policies and procedures of the RepairsPages.com Customer Call and Work Order Dispatch Program as communicated by RepairsPages.com from time to time. You acknowledge that RepairsPages.com may change, modify or terminate the RepairsPages.com Customer Call and Work Order Dispatch Program at any time, in its sole discretion.
4. By Accepting a Work Order (an "Accepted Work Order"), you are agreeing to perform the Work set forth therein, in accordance with the terms, and for the DM Fee set forth in the Accepted Work Order. You may propose an alternate price or Appointment Date (a "Counter Offer"), however, any Counter Offer may not be accepted, and another Service Provider may accept the Work Order in the interim.
5. In the event of any problems or proposed deviations from the Accepted Work Order, including but not limited to, (i) requested changes or additional work by consumer, (ii) problems with the job site, (iii) consumer failing to be home, or (iv) Service Professional failing to show up for the scheduled appointment, you agree that you must immediately call the phone number set forth on the bottom of the work order to resolve any such issues.
6. You agree that you MAY NOT (i) accept any payment from the consumer for undertaking or performing the Work, (ii) negotiate the Accepted Work Order, or any of the terms therein, or (iii) perform any additional work outside of the Accepted Work Order.
7. You agree that you are liable and responsible for all acts and omissions in the course of your (or your employees, subcontractors or agents) performance of services for a consumer pursuant to an Accepted Work Order, and you agreed to indemnify, defend and hold RepairsPages.com harmless from any claims brought by the consumer or any third party related to your acts or omissions (or those of your employees, subcontractors or agents).
8. By accepting a Work Order, you are representing and warranting that:
1. You (and any of your employees, subcontractors or agents performing work pursuant to an Accepted Work Order) are properly licensed, and have and will obtain any and all permits required or necessary for performing the Work.
2. You will only perform the Work in the event the consumer is present at the Appointment Date (or an authorized representative of consumer who is at least 18 years of age)
3. You shall perform the Work in a professional and workmanlike manner, in accordance with the terms of the Accepted Work Order, and in accordance with any applicable manufacturing specifications, and applicable laws, regulations, codes or other governmentally prescribed requirements.
9. You will, at your sole cost and expense, repair any damage you cause and leave the consumer's premises in a clean condition, at least as clean as the premises was when you arrived to perform the work.
10. In the event (i) you fail to show up to perform the Work on the Appointment Date, (ii) you fail to complete the Work, (iii) you cause any damage to consumer and do not repair such damage at your sole expense, or (iv) you fail to abide by the Warranty (as defined herein), then you agree that you are liable for any costs or expenses RepairsPages.com incurs as a result of such failure, and that RepairsPages.com may charge you for any such amounts in the next weekly billing cycle, and you hereby authorize RepairsPages.com to charge you for such amounts.
11. You agree that you may not transfer, sell, assign or otherwise convey any of your rights or obligations under a Work Order to any third party. Further you agree that you may not transfer, sell, assign or otherwise convey the consumer information to any third party, and that such information, communicated to you via the Work Order or otherwise, may be used by you solely for the purpose of carrying out your obligations to perform the Work.
12. WARRANTY. You agree to warrant the Work for a period of two (2) years from the date of services and that you will correct any material defects in the workmanship of the Work ("Warranty"). The Warranty does not include a warranty of the products, parts or equipment used in the Work, provided, however, if you provide any products, parts or equipment as part of the Work, and such parts are defective, you shall be solely responsible for fixing or replacing such parts, at your sole cost and expense. The foregoing Warranty shall survive any termination or expiration of the Agreement.
13. Work Order Completion; Payment.
1. Upon your completion of the Work for an Accepted Work Order, you shall notify RepairsPages.com of such completion via the methods communicated to you in the Work Order, or as communicated to you from RepairsPages.com, from time to time.
2. Once RepairsPages.com has been notified by you of completion of Work for an Accepted Work Order ("Completion Notification Date"), such order shall become payable seventy-two (72) hours following the Completion Notification Date, unless the consumer has notified RepairsPages.com that the work is not complete or is unsatisfactory. In such event, no amounts shall be due or payable to you, unless and until the Work is completed to the satisfaction of the consumer.
3. Once an Accepted Work Order becomes due and payable, the Work Order Fee shall be paid via the normal billing cycle as set forth in the Agreement. Further, any such amounts due and payable to you shall be offset against any Lead Fees (and any other fees) due from you to RepairsPages.com pursuant to the Agreement. If fees are due and payable from you for any weekly billing cycle, RepairsPages.com shall charge you in accordance with the practices set forth in the Agreement. If fees are due and payable to you for any weekly billing cycle, you shall have the option of being paid such amounts, in a method and manner determined by RepairsPages.com, or having such amounts applied to your future Lead Fee payments.
4. You acknowledge and agree that a consumer may cancel an Accepted Work Order at any time, and in such event, no fees shall be due or payable to you for such Accepted Work Order.
5. You acknowledge and agree that RepairsPages.com does not screen consumers, and makes no representations or warranties of any kind with regard to the consumers. Further, you agree that RepairsPages.com shall not be liable to you with respect to any claims, damages or losses incurred by you in connection with your performance of Work, or your dealings with any consumer.
6. Any taxes associated with the payments you receive from RepairsPages.com Work Orders or customers are your sole responsibility. You acknowledge that you, and your employees, subcontractors and agents are independent contractors, and are not employees of RepairsPages.com, and that you are responsible and liable for all withholding obligations, and any other employer obligations required by applicable federal, state and local laws and regulations.
14. You acknowledge and agree that RepairsPages.com may terminate your participation in the RepairsPages.com Customer Call and Work Order Dispatch Program at any time, for any reason or no reason, in RepairsPages.com's sole discretion. In the event that your participation in the RepairsPages.com Customer Call and Work Order Dispatch Program is terminated for any reason, you may not perform any Work with regard to any outstanding Accepted Work Orders, and you will not be due any DM Fees for such outstanding Accepted Work Orders. In the event your account status with RepairsPages.com is placed "on hold", RepairsPages.com may cancel any Accepted Work Orders, and refuse to provide you with additional Work Orders, while your account remains "on hold."
15. You acknowledge and agree that RepairsPages.com makes no representations or warranties regarding the Work Orders, the Work, the consumers, or that you will receive any Work Orders.
16. You acknowledge and agree that as between you and RepairsPages.com, RepairsPages.com owns all consumer information provided to you in a Work Order or otherwise, and that you shall use such information solely for the purpose of carrying out your obligations in performing the Work. You agree that you may not market your services to any such consumers, or otherwise attempt to circumvent the RepairsPages.com Customer Call and Work Order Dispatch Program.
17. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, and 17 of this Attachment B shall survive any termination or expiration of the Agreement and your participation in the RepairsPages.com Customer Call and Work Order Dispatch Program.