Terms of Use
Effective Date: January 18, 2013
Welcome to the ServiceTrade application,
operated by ServiceTrade (referred to herein as the "Site").
Throughout these terms of use, "ServiceTrade," "we,"
"us" and "our" refer to ServiceTrade and its affiliates
along with their directors, officers, employees, agents, and representatives,
and "you" and "your" refer to you and your affiliates along with their
directors, officers, employees, agents, and representatives. Your use of this Site
is subject to the following terms and conditions ("Terms"), which you
affirmatively accept by using the Site. Please read these Terms carefully and
ensure that you understand them before you use the Site.
We reserve the right to modify the contents of the
Site at any time, including the features, availability, or operation of the
Site, these Terms, and/or any policy or notice posted on the Site. You agree to
monitor the Site for any changes and agree that your continued use of the Site
following the posting of any changes signals your understanding of and
agreement to such changes. EACH TIME YOU USE THE SITE, THIS AGREEMENT AS IT
THEN READS WILL GOVERN YOUR USE.
This Agreement is effective as of the date of
acceptance by the user.
Ability to Accept Terms
By using the Site, you signify your agreement,
and the agreement of all persons you represent, without limitation or
qualification, to be bound by these Terms, and you represent and warrant that
you have the legal authority to agree to and accept these Terms on behalf of
yourself and all persons and entities you represent. If you do not agree with
each provision of these Terms, or you are not authorized to agree to and accept
these Terms, you may not use the Site. You also affirm that you are over the age
of legal majority, can form legally binding agreements under applicable law,
and are fully able and competent to enter into the terms, conditions,
obligations, affirmations, representations, and warranties set forth in these
Terms, and to qualify under, abide by, and comply with these Terms. Accuracy,
Completeness and Timeliness of Information
ServiceTrade cannot guarantee that the
information and content presented is entirely accurate, complete, timely, or
authentic. Although ServiceTrade makes reasonable efforts to ensure that all
information included on the Site is correct, accuracy and integrity cannot be
guaranteed and ServiceTrade does not assume any responsibility or obligation
for the accuracy, completeness, timeliness, or authenticity of information
included on the Site. ServiceTrade is under no obligation to post, forward,
transmit, distribute or otherwise provide any information and/or material
available from the Site.
Regardless of any information presented on the
Site, ServiceTrade reserves the right, without prior notice, to discontinue
services, and remove or alter content at any time without incurring any
obligations.
Use of the Site
All individual users of the Site (including you
and your employees, agents, or others acting on your behalf) must have their
own unique log-in credentials to use the Site, and neither you nor such users
may share those credentials with anyone for any purpose. Individual users must
safeguard their log-in credentials. You and each individual user must immediately
report to ServiceTrade any incident or occurrence that causes them to suspect
their log-in credentials, the Site, or any information made available through
the Site has been compromised, disclosed, or adversely impacted in any way. You
and all individual users that are issued log-in credentials on your behalf are
deemed to have actual and apparent authority to act on your behalf, and you
assume all risk of use of login credentials by such individual users and any
unauthorized use of such login credentials, and you are responsible for any
contract made through the use of the login credentials by any person or entity.
All content included on the Site, such as text,
design, graphics, logos, icons, images, audio clips, downloads, interfaces and
code, software, any intellectual property held by ServiceTrade, and the
selection and arrangement of any of these, are the exclusive property of
ServiceTrade, its affiliates, its licensors and/or its content providers and is
protected by copyright, trademark, and other applicable laws. The copying,
downloading and/or printing of information and/or material included on the
Site, other than as otherwise expressly permitted by ServiceTrade, is for your
use in managing, receiving or delivering service trade work as administered by
the Site only and is conditioned on your prohibition from modifying or deleting
any copyright, trademark or other proprietary notice that appears on the
information and/or material accessed, copied, downloaded or printed from the
Site. Any other use of information and/or material contained on the Site,
including, but not limited to, the modification, distribution, transmission,
performance, broadcast, publication, licensing, reverse engineering, transfer
or sale of, or the creation of derivative works from, any material,
information, software, products or services obtained from the Site, is
expressly prohibited. ServiceTrade retains full and complete title to the
information and material provided on the Site, including all associated
intellectual property rights. ServiceTrade neither warrants nor represents that
use of information and/or material from the Site will not infringe rights of
third parties not affiliated with ServiceTrade.
Improper use of information provided on the
Site and improper use of any hardware or software, including the intent to
damage or interfere with the proper working of the Site or to surreptitiously
intercept any system, data or personal information from the Site, is strictly
prohibited. You may not interrupt or attempt to interrupt the operation of the
Site in any way and ServiceTrade reserves the right, in its sole discretion, to
terminate access to or use of the Site at any time without notice. Termination
of access or use of the Site will not waive or affect any right or relief to
which ServiceTrade may be entitled at law or in equity. You hereby acknowledge
responsibility for any information and/or material submitted via the Site,
including the legality, reliability, appropriateness, originality and copyright
of any such information and/or material. Content that: (i) is false,
fraudulent, libelous, defamatory, obscene, threatening, invasive of privacy or
publicity rights, infringing on intellectual property rights, abusive, illegal
or otherwise objectionable, (ii) constitutes or encourages a criminal offense,
violates the rights of any party or otherwise gives rise to liability or
violations of any law, or (iii) contains software viruses, political
campaigning, chain letters, mass mailings, or any form of "spam" may
not be uploaded to, distributed or otherwise published through the Site. You
may not provide false e-mail addresses or other personally identifying
information, or impersonate any person or entity, or otherwise mislead as to
the origin of any content, their identity, or their education, background and
job qualifications. You may not upload marketing content onto the Site.
When you enter content information into the
application, you grant us a non-exclusive, worldwide, perpetual, irrevocable,
royalty-free, sublicensable (through multiple tiers) right to exercise any and
all copyright, trademark, publicity, and database rights (but no other rights)
you have in the content, in any media known now or in the future.
Access to and Use of Information
You may use Confidential and Proprietary
Information available on this Site only if you are an authorized user and only
to facilitate the management, receipt or delivery of service trade work and
related purposes. Any use of Confidential and Proprietary Information obtained from
this Site by you must be consistent with these purposes and in compliance with
these Terms. You warrant and represent that personal and other information
supplied to or obtained from this Site was collected, disclosed to ServiceTrade
and otherwise processed only in strict compliance with applicable law,
including privacy and data protection requirements and restrictions. You
warrant and represent that any personal or confidential business information
you access, manage or maintain on behalf of ServiceTrade or in connection with
your use of the Site is subject to reasonable and appropriate security measures
that comply with all applicable laws and include, at minimum, administrative,
physical and technical safeguards that protect against the loss, misuse, or
unauthorized access, acquisition, alteration or destruction of information.
After your use of the Site ends or your user
credentials are terminated (regardless of the manner or cause of such
termination), for as long as permitted by applicable law, you will not directly
or indirectly disclose, reveal, publish, communicate, divulge or describe any
of ServiceTrade's Confidential and Proprietary Information to any person or
entity, other than ServiceTrade and its employees, without the prior written consent
of ServiceTrade, and you will not use any such Confidential and Proprietary
Information for your own benefit or for any purposes other than those
authorized by ServiceTrade.
For purposes of this Agreement, ServiceTrade's
"Confidential and Proprietary Information" shall include (without limitation):
(i) all trade secrets of ServiceTrade and any of its customers or suppliers;
(ii) the names, addresses, contact information and special requirements or
preferences of any of ServiceTrade's customers and suppliers; (iii) know-how
related to ServiceTrade's business and services; (iv) ServiceTrade's
contractual relationships and business activities with its customers and
suppliers; (v) all information regarding ServiceTrade's services, business and
marketing, its pricing, its methods of contract administration and other
business methods; (vi) all information regarding ServiceTrade's internal
affairs, reports, research and financial information, and its personnel
matters; (vii) all customer lists and prospective customer lists; and (viii)
any information obtained from the Site.
Confidential and Proprietary information does
not include any information that is generally known by the public or generally
available from a published source.
Our collection and use of your personal
information is subject to our Privacy Policy, which is incorporated by reference.
Fees and Services
Joining the application is free. Depending upon the type of account you use, we may charge
monthly or annual fees for Technician Users which enable our customers that are
vendors of maintenance services to create, schedule, log time, invoice, and
report on job delivery. We may also charge for using other services, such
as the ability to subcontract jobs to other users of the application. If such
fees apply, you have an opportunity to review and accept the fees that you will
be charged based upon our Fees schedule, which we may change from time to time.
Changes to that schedule are effective after we provide you with fourteen (14)
days notice. Unless otherwise stated, all fees are quoted in U.S. Dollars. You
are responsible for paying all fees and applicable taxes associated with our
site and services in a timely manner with a valid payment method. If your
payment method fails or your account is past due, we may collect fees owed
using other collection mechanisms. (This includes charging other payment
methods on file with us, retaining collection agencies and legal counsel).
Links
The Site may contain links to other websites
which are provided only as a convenience and as an additional avenue of access
to the information contained therein. ServiceTrade has not necessarily reviewed
all of the information on the other websites as mentioned on the Site and is
not responsible for the content of any other websites, information, material,
products or services that may be offered through any of these other websites.
Inclusion of links to other websites should not be viewed as an endorsement of
the content of linked websites and different terms and conditions apply to the
use of any linked websites. ServiceTrade is not responsible for any losses,
damages, or other liabilities incurred as the result of the use of any of the
websites referenced on the Site.
Intellectual Property
ServiceTrade's intellectual property, including
trademarks, logos, and service marks as displayed on the Site are registered
and unregistered trademarks of ServiceTrade, its affiliates, its licensors, its
content providers, and other third parties. All such trademarks, logos, and
service marks are the property of their respective owners. Nothing on the Site
shall be construed as granting by implication, estoppel, or otherwise, any
license or right to use any trademark, logo, or service mark displayed on the
Site without the owner's prior written permission, except as otherwise
described herein. ServiceTrade reserves all rights not expressly granted in and
to the Site and its content.
Infringement Notice
ServiceTrade respects the intellectual property
rights of others and requests that each User do the same. If there are concerns
about possible infringement of intellectual property rights, please notify us
in writing at:
Attention: Legal Counsel
ServiceTrade
4601 Creekstone Drive,
Durham, NC 27703
To be effective, the notification must include
ALL of the following:
1. a physical or electronic
signature of the trademark/copyright owner or the person authorized to act on
the owner's behalf;
2. a description of the
trademarked/copyrighted work claimed to have been infringed;
3. information reasonably
sufficient to locate the material in question on the Site;
4. name, address, telephone
number, e-mail address and all other information reasonably sufficient to
permit ServiceTrade to contact the person reporting alleged infringement;
5. a statement in good faith
that the disputed use is not authorized by the trademark/copyright owner, its
agent or the law; and
6. a statement made under
penalty of perjury that the information in the notice, as submitted, is
accurate and that the person reporting infringement is the trademark/copyright
owner or is otherwise authorized to act on behalf of the trademark/copyright
owner.
DISCLAIMERS
USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE
IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE
RESERVE THE RIGHT TO RESTRICT OR TERMINATE ACCESS TO THE SITE OR ANY FEATURE OR
PART THEREOF AT ANY TIME. SERVICETRADE EXPRESSLY DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO: IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY
WARRANTIES THAT MATERIALS ON THE SITE ARE NONINFRINGING, AS WELL AS WARRANTIES
IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE
SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT
THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR
THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE, TIMELY, OR AUTHENTIC.
IF ANY CONTENT IS DOWNLOADED FROM OR UPLOADED TO THE SITE, IT IS DONE AT YOUR
SOLE RISK AND DISCRETION. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY
SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
FROM SERVICETRADE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY
KIND. SERVICETRADE DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING
THE USE OF THE CONTENT ON THE SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS,
ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY, AUTHENTICITY, OR
OTHERWISE.
LIMITATION OF LIABILITY
BY USE OF THE SITE, YOU HEREBY ACKNOWLEDGE THAT
ANY INFORMATION SENT OR RECEIVED DURING USE OF THE SITE MAY NOT BE SECURE AND
MAY BE INTERCEPTED OR OBTAINED BY UNAUTHORIZED PARTIES. YOU UNDERSTAND AND
ACKNOWLEDGE FULL RESPONSIBILITY FOR USE OF THE SITE AND THAT SUCH USE IS AT
YOUR SOLE RISK AND DISCRETION; SERVICETRADE, ITS AFFILIATES OR BUSINESS
PARTNERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO
THE SITE OR WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY
INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE,
SERVICETRADE'S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON ITS
SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SERVICETRADE OR ANY OF
ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING
FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION,
DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION,
COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ANY LOSS OF PROFITS, OR
THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY
RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY
ACKNOWLEDGE AND AGREE THAT SERVICETRADE, ITS AFFILIATES OR SUPPLIERS SHALL NOT
BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, ILLEGAL, OR OTHERWISE INAPPROPRIATE OR
OBJECTIONABLE CONDUCT OF ANY USER OF THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY
FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH SERVICETRADE IS TO IMMEDIATELY
DISCONTINUE USE OF THE SITE. YOU AND SERVICETRADE AGREE THAT ANY CAUSE OF
ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN SIX MONTHS
(6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS
PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW
LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATIONS
MAY NOT APPLY.
Indemnification
You agree to indemnify, defend and hold
harmless ServiceTrade and its affiliates, and their officers, directors,
employees, contractors, agents, licensors, service providers, subcontractors
and suppliers, from and against any and all losses, liabilities, expenses,
damages and costs, including reasonable attorneys' fees and court costs,
arising or resulting from use of the Site and any violation of these Terms. If
technical disruption of the Site or the systems supporting the Site occurs due
to your action or inaction, you agree to be responsible for any and all losses,
liabilities, expenses, damages and costs, including reasonable attorneys' fees
and court costs, arising or resulting from that disruption. ServiceTrade
reserves the right, at its own expense, to assume exclusive defense and control
of any matter otherwise subject to indemnification and, in such case, you agree
to cooperate with ServiceTrade in defense of such matter.
Jurisdiction
The Site is controlled by ServiceTrade from its
offices located within the United States of America. ServiceTrade is a North
Carolina limited liability company in the United States of America, and the
Site has been designed to comply with the laws of the United States. The laws
of the State of North Carolina govern these Terms and use of the Site. If the
Site is accessed from a location outside of the United States, it is done at
your sole risk and discretion with the understanding that laws applicable in a
foreign location may not be applicable to the Site. Enforcement and/or any
action related to enforcement of these Terms are governed by the jurisdiction
of courts located in the State of North Carolina.
Any controversy or claim arising out of or
relating to these Terms, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association under its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. The arbitration will be
before a single arbitrator. The place of arbitration shall be Raleigh, North
Carolina, United States of America. Notwithstanding the foregoing, you or
ServiceTrade may seek injunctive relief from an appropriate court located in Raleigh,
North Carolina prior to or during arbitration.
Entire Agreement
These Terms along with any posted agreements,
policies or operating rules constitute the entire understanding of ServiceTrade
and you regarding the use of the Site and supersede any prior or
contemporaneous communications and proposals, whether oral or written, between
the parties with respect to the Site.
Severability
If any provision of these Terms is unlawful,
void or unenforceable, the remaining provisions of these Terms shall remain in
full force.
No Assignment
You and the persons you represent may not
assign this Agreement or the rights and obligations under this Agreement
without the express prior written consent of ServiceTrade, which may be
withheld in ServiceTrade's discretion. ServiceTrade may assign this Agreement
and its rights and obligations under this Agreement without your consent or the
consent of any persons you represent.
How to Contact Us
Questions or comments about these Terms or the
Site may be directed to ServiceTrade at 919-246-9900.
ServiceTrade
Attention: Legal Department
4601 Creekstone Drive
Durham, North Carolina 27703
