SERVICE PROVIDER TERMS AND CONDITIONS FOR PARTICIPATION
Obligation of ENCORE Repair, CORE Private Client, and CORE Commercial: The ENCORE Repair Provider (referred to as the “Provider”) acknowledges that the sole obligation of CORE Group Restorations, Inc. (ENCORE) is to implement the Program described in this Provider Agreement (Agreement and Terms and Conditions are referred to collectively as the “Agreement”).
Disclaimer of Warranties: ENCORE provides the Program and all services performed hereunder “as is” and hereby expressly disclaims all warranties, express or implied, regarding ENCORE’s services or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Without limiting the generality of the foregoing, ENCORE specifically disclaims any warranty regarding any benefit Provider might obtain from the Program. ENCORE does not guarantee continuous or uninterrupted availability of the Program. In the event of interruption of the Program (other than due to web site maintenance), ENCORE’s sole obligation shall be to refund a proportional amount of the cost of the Program and/or make the Program available for additional time, as determined by ENCORE in its sole discretion.
Limitations on Liability: In no event shall ENCORE be liable for any special, indirect, incidental or consequential damages (including but not limited to damages for breach of Agreement or warranty or for negligence or strict liability), or for lost profits, arising out of or in connection with this Agreement, even if ENCORE has been advised of (or knows or should know of) the possibility of such damages. Under no circumstances shall ENCORE be liable to Provider or any third parties for an amount greater than the amounts received from Provider hereunder.
Indemnity: To the fullest extent permitted by law, the Provider shall defend and protect ENCORE, its parent, affiliates and agents harmless and indemnified from and against any and all claims for bodily injury and death, for property damage, or any other loss or damage suffered or incurred by ENCORE resulting from the negligence or any act or omission of the Provider, or its agent(s) and subcontractor(s), arising out of or in any way connected with the performance, attempted performance, or failure to perform the operation of its business as set forth in this Agreement.
Term and Renewal: This Agreement will remain in force for an initial term of one (1) year from the Effective Date, and will automatically renew unless CORE is notified by service provider.
Fees: Initial Processing Fees are due and payable prior to implementation of program. Provider may choose to pay application processing Fees via credit card. Any applicable training and meeting fees are due in advance of services being rendered. Claims Fees to assigned Provider are fully earned upon completion of referred work and payable within 30 days of billing. These fees must be paid via ACH/bank transfer. Balances due beyond 30 days incur a finance charge of 1.5% per month. All fees owed by Provider to ENCORE Repair, CORE Private Client, and CORE Commercial (“ENCORE”) or its related companies are exclusive of, and Provider shall pay, all sales, use, excise and other taxes which may be levied upon either party in connection with this Agreement or on activities occurring on the Program, except for taxes based on ENCORE’s net income.
Program Requirements Compliance: Provider hereby agrees to program requirements set forth by ENCORE by client, hereby referred to as “Program Standards”.
Warranty Work: Provider hereby agrees to provide a three year (3 year) workmanship warranty on all work performed for ENCORE and ENCORE clients.
Termination: Upon the occurrence of any material breach of this Agreement, including, without limitation, the occurrence of any defaults by Provider, ENCORE at its option may terminate this Agreement. Default occurs if Provider misuses any of the CORE Group Trademarks or any other names, marks, logos, symbols or rights provided by ENCORE or materially impairs the goodwill associated there with CORE or CORE’s rights. On termination of this Agreement for any reason ENCORE will be relieved of any and all obligations under this Agreement. If this Agreement is terminated as a result of a breach by Provider, Provider will be liable to ENCORE for all damages as permitted by law. This remedy for damages is cumulative of all other remedies at law or equity available to ENCORE. The Annual Fee is non-refundable.
Force Majeure: If the performance of this Agreement, or any obligation hereunder, except the making of payments hereunder, is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.
Continuing Obligations: The termination of this Agreement shall not release either party from meeting its obligations to the other party relating to customers or suppliers of which Provider was made aware prior to the termination of this Agreement (including without limitation, Provider’s obligation to make payments of fees to ENCORE which accrue after termination of this Agreement).
Independent Subcontractors: The parties to this Agreement are independent subcontractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
Trademarks: The CORE logo is hereby property of CORE Group Restorations, Inc. Authorized and approved CORE Service Provider may utilize CORE logo and reference for the purpose of promoting affiliation with CORE but must be approved in advance by CORE and requires providers active participation in the CORE referral services program.
End User Reviews: End Users/Customers/Consumers/Commercial Clients may submit a review or report and other information (collectively, “Consumer Content”) on any Service Provider with which they have communicated or had another first-hand experience, whether or not work was started, performed, or completed. If the Company disputes any Consumer Content, the Company’s sole course of action with respect to such Consumer Content as it relates to CORE and the Website is to utilize the Services (as defined below) which are available online at the Website.
CORE does not endorse and is not responsible or liable for any Consumer Content, Provider Content (as defined below), data, advertising, products, goods or services available or unavailable from, or through, CORE. The statements, information and ratings contained in any Consumer Content are solely the opinion of the Consumer submitting such Consumer Content and do not reflect the opinion of CORE or any of its affiliates or subsidiaries or any of their respective owners, managers, officers, employees, agents or representatives.
The Company acknowledges and understands that CORE simply acts as a passive conduit and an interactive computer provider for the publication and distribution of Consumer Content and Provider Content. CORE does not have any duty or obligation to investigate the accuracy of Consumer Content or the quality of the work performed by the Company or any other Service Provider which is the subject of any Consumer Content. By using the Services, the Company agrees that it is solely the Company’s responsibility to evaluate the Company’s risks associated with the use, accuracy, usefulness, completeness, appropriateness or legality of any information, responses, writings or other materials that the Company submits, transmits or otherwise conveys through the Services (collectively, “Provider Content”).
Under no circumstances will CORE be liable in any way for any Consumer Content or Provider Content including, but not limited to, any Consumer Content or Provider Content that contains, errors, omissions or defamatory statements, or for any loss or damage of any kind incurred as a result of the use of any Consumer Content or Provider Content submitted, accessed, transmitted or otherwise conveyed via the Services or otherwise.
The Company hereby waives any claims, rights or actions that it may have against CORE or any of its affiliates or subsidiaries with respect to any Consumer Content or Provider Content and releases CORE and each of its affiliates and subsidiaries from any and all liability for or relating to Consumer Content or Provider Content.
The Company agrees to indemnify and hold CORE and each of its affiliates and subsidiaries and their respective owners, managers, officers, employees, agents or representatives harmless for any damages that may arise, directly or indirectly, from any claim or right it may have against CORE with respect to any statements made by a Consumer or Consumer Content submitted by a Consumer which is communicated, posted or published by CORE on its Website or to a third party.
It is the Company’s sole responsibility to review and monitor any Consumer Content regarding the Company that is posted by Consumers and to submit responses it deems necessary to any Consumer Content. CORE does not have any obligation to provide a notice or update to the Company with respect to any new information or Consumer Content that it learns of or receives about the Company from its Consumers.
The Company has the sole responsibility of updating any and all of its information on the Website including, without limitation, the Company’s description and profile information.
The Company agrees not to use or cause any robot, bot, spider, other automatic device, or computer program routine or manual process to monitor, duplicate, take, obtain, transfer, modify, use, reproduce, aggregate or copy CORE, any Consumer Content, any Consumer profiles, Provider Content (including Provider profiles) or any other content contained on the Website or any other publication of CORE. You shall not use or cause any device, software, or routine to interfere or attempt to interfere with the proper working of the Website.
The Company hereby represents and warrants to CORE that (a) all information provided to CORE by the Company is true, complete and accurate in all respects, and (b) the Company is authorized to submit information to CORE. CORE is authorized by the Company to rely upon the truthfulness, completeness and accuracy of Provider Content in order to serve its Consumers.
Referrals: While the referral program is designed to provide provider company with regular and ongoing end user referrals, it does not provide guarantees of work, quantity of work, or quality of work.
General: This Agreement sets forth the entire agreement between Provider and ENCORE and supersedes any and all prior agreements (whether written or oral) of ENCORE and Provider with respect to the subject matter set forth herein. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Texas, without regard to the actual state or country of incorporation or residence of Provider. Provider hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of Texas and the federal courts situated in the State of Texas in connection with any action arising under this Agreement. Provider may not assign this Agreement, in whole or in part.
The CORE App or CORE website (www.gowithcore.com), powered by CORE Group Restorations, Inc. allows commercial and consumer users of CORE (collectively, the “customers”) to search a nationally approved database of skilled, credentialed and verified contractors as well as provide reviews and ratings on these service companies (collectively, a “Service Provider”) with whom they have had first-hand experience or have hired through CORE. On behalf, and as representative, of a Service Provider (“You” or “Company”), You are permitted to use the website (www.gowithcore.com) (the “Website”) and the information contained therein subject to the terms and conditions contained in this Service Provider’s User Agreement, which may be modified, amended or replaced by CORE from time to time at CORE sole discretion (collectively, the “Agreement”). Such modifications will become effective immediately upon the posting thereof. This Agreement shall also govern other aspects of Your relationship with CORE beyond Your use of the Website, as described herein.
In consideration of CORE granting the Company access to its technology, applications or website and the information contained therein, and in order to participate in the CORE end user referral system, You must read and accept all of the Terms and Conditions in, and linked to, this Agreement. It is the Company’s responsibility to review this Agreement on a regular basis to keep itself informed of any modifications. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
By agreeing to the Terms and Conditions of this Agreement, the Company is hereby permitted to use the services offered to Service Provider’s including, without limitation, access to ”Business Center”, the ability to review Consumer Content pertaining to the Company, the ability to submit responses to Consumer Content, the ability to update and maintain profile information on the Company, the ability to utilize the dispute resolution process offered and facilitated by CORE and such other services that CORE may offer to Service Providers from time to time (collectively, the “Services”). In addition, by agreeing to the Terms and Conditions of this Agreement, CORE grants the Company a limited license to access and use the Website and the Services. Notwithstanding the foregoing, the Company acknowledges and agrees that it will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit the Website (or any of the content therein including, without limitation, any Consumer Content or any profiles of CORE members) or Services for any commercial or other purpose, without the express written consent of CORE.
The Company acknowledges and agrees that the Company must pass minimum credentialing requirements to be listed on the CORE website and can neither require CORE to place the Company on its Website nor remove the Company or any Consumer Content from CORE website. The Company further acknowledges and understands that the Company is not a Consumer of CORE, cannot refer to itself as a Consumer of CORE, and is not afforded the same access to the Website as a Consumer nor the benefits afforded to a Consumer.
Individuals affiliated with the Company including, without limitation, current or former owners, current or former employees or officers, family members, or current or former partners, investors, managers or directors (collectively, the “Affiliated Persons”) may not submit Consumer Content to CORE on the Company. The Company hereby acknowledges and agrees that to the extent an Affiliated Person has submitted or posted any Consumer Content on the Company or any company or person competitive to the Company, or believes that Consumer Content was posted by an Affiliated Person that CORE may immediately remove such Consumer Content without notice or recourse against CORE.
Content shall not contain any unauthorized content which includes but is not limited to:
a. Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.);
b. Comments that do not address the Consumer Content or comments with no qualitative value as determined by CORE in its sole discretion;
c. Content that contains personal attacks or describes physical confrontations and/or sexual harassment;
d. Messages that are advertising or commercial in nature, or are inappropriate based on the applicable subject matter;
e. Language that violates the standards of good taste or the standards of the Website, as determined by CORE in its sole discretion;
f. Content determined by CORE, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity;
g. Language intended to impersonate other users (including names of other individuals) or to be offensive or inappropriate user names or signatures; and/or
h. Content that is not in English, that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.
The Company acknowledges and agrees that CORE in its sole discretion may remove without notice any Service Provider Content or any portion thereof that CORE believes violates the foregoing. CORE may suspend, restrict or terminate the Company’s use of the Services or any portion thereof if the Company breaches or fails to comply with any of the Terms and Conditions of this Agreement. Although CORE does not claim ownership of any Provider Content or other communications or materials submitted by or given by the Company to CORE, by providing Provider Content for the Website or other mediums, the Company automatically grants, and the Company represents and warrants that the Company has the right to grant, to CORE an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute such Provider Consent and to prepare derivative works of, or incorporate into other works, such Provider Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing CORE with Provider Content, the Company automatically grants CORE all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of Provider Content on the Website or in any other medium by any other party. No compensation will be paid with respect to CORE use of Provider Content. CORE is under no obligation to post or use any of Provider Content or maintain Provider Content. CORE may remove Provider Content at any time in CORE sole discretion.
The Company agrees unless expressly authorized by CORE not to access, copy, duplicate use, reproduce, alter, modify, create derivative works, display, sell, re-sell, advertise or market with or otherwise exploit for any commercial, educational or other purpose any Consumer Content, any Consumer profiles, any Provider profiles, or any other content from the Website or CORE, including, without limitation, any reviews or ratings or any other content contained in any Consumer Content.
CORE is the owner and/or authorized user of any trademark and/or service mark, including, without limitation, the name “CORE”, appearing on the Website and is copyright owner or licensee of the content and/or information on the Website. By placing them on the Website, CORE does not grant the Company any license or other authorization to copy or use its trademarks, service marks, copyrighted material, or other intellectual property, except as provided herein.
CORE reserves the right to exercise any rights or remedies which may be available to it against the Company if the Terms and Conditions of this Agreement are violated by the Company. These remedies include, but are not limited to, revocation of (a) Super Service Awards (present & past) and any associated license, (b) advertising privileges, (c) use of the Services, or (d) appearances on the Website and/or any other appearances in any CORE’s publication, and Company agrees that the exercise of one remedy shall not preclude the availability of any other remedy.
The Company understands and agrees that, because damages resulting from Company’s breach of this Agreement are difficult to calculate, if it becomes necessary for CORE to pursue legal action to enforce the Terms and Conditions of this Agreement, the Company will be liable to pay CORE the following amounts as liquidated damages, which the Company accepts as reasonable estimates of CORE’s damages for the specified breaches of this Agreement:
a. If the Company posts Provider Content in violation of this Agreement, the Company agrees to promptly pay CORE One Thousand Dollars ($1,000) for each item of Provider Content posted in violation of this Agreement. CORE may (but is not required) issue the Company a warning before assessing damages.
b. If the Company exploits for any purpose (commercial or otherwise) any Consumer Content, profiles of CORE members or any other information contained on the Website including, without limitation, ratings and/or reviews in violation of this Agreement, the Company agrees to pay Ten Thousand Dollars ($10,000) per report, record or review exploited.
c. If the Company provides inaccurate data as it relates to the credentialing process used to verify and vet said contractor, the Company agrees to pay up to Ten Thousand Dollars ($10,000).
d. Except as set forth in the foregoing subparagraphs (a) through (c), inclusive, the Company agrees to pay the actual damages suffered by CORE to the extent such actual damages can be reasonably calculated.
Notwithstanding any other provision of this Agreement, the Company reserves the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.
THE COMPANY EXPRESSLY UNDERSTANDS AND AGREES THAT CORE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF CORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR Provider CONTENT; (D) Provider CONTENT THE COMPANY MAY SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES OR THIS AGREEMENT; (E) STATEMENTS OR CONDUCT OF ANY CONSUMER OR OTHER THIRD PARTY THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY CORE OR THE FAILURE OF CORE TO PROVIDE THE SERVICES UNDER THIS AGREEMENT; (H) ANY CONSUMER CONTENT POSTED; OR (I) ANY OTHER DEALINGS OR INTERACTIONS THE COMPANY HAS WITH ANY SERVICE PROVIDER (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to the Company.
TO THE EXTENT CORE IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, CORE’S LIABILITY FOR DAMAGES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
This Agreement and the relationship between the Company and CORE will be governed by the internal laws of the State of Texas, notwithstanding the choice of law provisions or conflict of law analysis of the venue where any action is brought, where the violation occurred, where the Company may be located or any other jurisdiction. The Company agrees and consents to the exclusive jurisdiction of the state or federal courts located in Texas and waives any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that CORE may elect, in its sole discretion, to litigate the action in the county or state where any breach by the Company occurred or where the Company can be found. The Company agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
In the event this Agreement is terminated, certain provisions of this Agreement will continue to remain in effect. The Company agrees to indemnify and hold CORE and each of its affiliates and subsidiaries and each of their respective owners, officers, agents, managers, partners, employees, agents and representatives harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees (whether incurred in enforcing this Agreement or otherwise), made by any third party due to or arising out of the Company’s use of CORE.
CORE may modify or restate the Terms and Conditions of this Agreement and such modification(s) will be effective immediately upon being posted on the Website. CORE will make note of the date of the last update to the Agreement on the first page of this Agreement. The Company is responsible for reviewing these terms and conditions regularly. The Company’s continued use of the Services after such modifications will be deemed to be the Company’s conclusive acceptance of all modifications to this Agreement.
The Company agrees that CORE shall be entitled to payment from the Company for any and all out-of-pocket costs, including, without limitation, attorneys’ fees, incurred by CORE in connection with enforcing these Terms and Conditions and this Agreement or otherwise.
The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. CORE is not responsible for any delays, failures or other damage resulting from such problems.
This Agreement may not be re-sold or assigned by the Company. If the Company assigns, or tries to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of CORE’s rights if CORE fails to enforce any of the terms or conditions of this Agreement against the Company. In the event a court finds a provision in this Agreement to not be valid, the Company and CORE agrees that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between the Company and CORE as a result of this Agreement or use of the Services.
The person agreeing to this Agreement and the Terms and Conditions on behalf of the Company hereby represents and warrants that he/she has the power and authority to bind the Company and that this Agreement and the Terms and Conditions constitutes a valid and binding agreement of the Company.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.