ReliableRemodeler.com, Inc. Client Agreement
Agreement Terms and Conditions
  1. Introduction. These terms and conditions govern your ("Member") participation in the ReliableRemodeler.com, Inc. ("ReliableRemodeler") home services lead generation program. By working with ReliableRemodeler and agreeing to this ReliableRemodeler Client Agreement (the "Agreement"), Member agrees to abide by all of the terms and conditions set forth herein. If Member does not fully comply with all terms and conditions set forth in this Agreement, then Member shall be deemed ineligible to participate in any aspect of the ReliableRemodeler lead generation program.
  2. Program. Lead Generation. Client agrees to engage ReliableRemodeler.com to perform online marketing services. ReliableRemodeler will employ internet forms and other creative on ReliableRemodeler proprietary sites and the ReliableRemodeler network of third party publishers (the “ReliableRemodeler Network”) to gather contact and other information regarding internet users who have expressed an interest in products and services provided by Client (a “Lead”) and will refer such Leads to Client. The recruitment and selection of third party publishers to the ReliableRemodeler Network shall be at the sole discretion of ReliableRemodeler, provided that ReliableRemodeler shall not promote Client via “Unacceptable Publishers”, meaning (i) publishers that Client expressly designates for exclusion from the promotion of its products or services; or (ii) publishers the content of whose web properties falls within exclusion guidelines mutually agreed by the parties for unacceptable and inappropriate content (such as pornography, hate speech or other offensive content) that shall not be displayed on any web site used for the promotion of Client.
  3. Services Performed by Member. Member agrees to perform all services resulting from Reliable Remodeler.com referrals in a workmanlike manner. MEMBER AGREES TO MAINTAIN THE PROPER BONDING, LICENSES, AND INSURANCE AS NEEDED FOR EACH PROJECT PERFORMED, AND NOTIFY RELIABLEREMODELER.COM OF ANY CHANGES IN MEMBERS BONDS, LICENSES OR INSURANCE STATUS. Member will ensure that subcontractors hired by Member are competent to perform the task for which the subcontractor is hired, perform their services in a workmanlike manner and maintain all proper bonding, licenses and insurance. ReliableRemodeler reserves the right to cancel this agreement at any time if Member does not exhibit a commitment to quality and customer service.
  4. Background Checks. Member agrees that Reliable Remodeler.com may conduct a background check through credit reporting agencies, interstate clearinghouse of revoked and suspended licenses, criminal records search, or such other reasonable background check on Member as permitted by law.
  5. Contact with Member. Member authorizes ReliableRemodeler and its affiliates to contact Member using telephone, fax, and email addresses provided by Member during the signup process, and any additional telephone, fax, and email addresses the Member may provide in writing or verbally in the future.
  6. Fees and Billing.
    1. Payment. Member shall pay a fee, as set in the sole discretion of ReliableRemodeler, for each Referral that Member accepts ("Referral Fees"). The Referral Fees for any given Referral are presented to Member before it accepts such Referral. Member agrees that Referral Fees are due and payable upon acceptance by the Member, regardless of whether or not the Member makes contact with the Referral. All Referrals are non-exclusive.
    2. Credit/Replacement Policy. Despite ReliableRemodeler’s efforts to eliminate invalid leads, invalid leads may be delivered to Client. Client and ReliableRemodeler agree to the following requirements for the return of invalid leads:
      1. Subject to the limit on returns set forth below, ReliableRemodeler will accept the return of only the following types of Leads as invalid:
        1. The Lead delivered to Client fails to contain the Lead Criteria set forth in the Client Insertion Order;
        2. The Lead delivered to Client is a duplicate lead (defined as a lead sent more than once by ReliableRemodeler to Client within the past 30 calendar days);
        3. The Lead delivered to Client clearly contains false information (e.g., Mickey Mouse, Santa Clause, etc.); or
        4. The Lead delivered to Client contains a disconnected telephone number or fax number (on both primary and alternate numbers, if provided) AND contain an invalid email address (i.e., bounces back).
        5. Notwithstanding the foregoing, Leads of which Client has made actual use to establish contact with a potential consumer of Client’s products and/or service shall in no event be considered invalid.
      2. Return Process.
        1. Client shall review the requirements above to determine if the lead is invalid and acceptable for return;
        2. Client shall submit Lead credit requests via email to the dedicated account manager or other method specified by ReliableRemodeler, if applicable.
        3. Returned Leads must include all required information such as Lead ID, Lead email address and the return reason among others and other information reasonably requested by ReliableRemodeler.
        4. All returned leads MUST be submitted by the third calendar day of the following month, otherwise they will NOT be considered for credit.
        5. ReliableRemodeler will confirm that the Lead meets the criteria to be treated as invalid and that it was delivered by ReliableRemodeler; and, if the above steps are successfully completed, ReliableRemodeler will credit the appropriate amount to Client.
    3. Monthly Service Fee. In addition to the Referral Fees set forth above, Member authorizes ReliableRemodeler.com to charge its account a $29.99 recurring monthly service fee ("Service Fees"), which is waived for the first month.
    4. Late Fee, Insufficient Funds. A $30.00 fee will be applied to the Member's account for late payments and/or returned check. If account is referred to collection agency for non-payment, Member agrees to pay interest, accruing from the date Member's account becomes past due, at a rate of 1.5% per month or the maximum allowable by law, whichever is less, in addition to all collection related costs, including attorney's fees.
  7. Modifications. We reserve the right to change any of the terms and conditions in this agreement, including the pricing policies for Referral Fees and Service Fees, at any time and in our sole discretion, by posting a new agreement on our website and notifying Member of its existence by email. Member's continued use of the Program following such notification will indicate acceptance of such revised agreement terms.
  8. Use of and Confidentiality of Referral Contact Information. Member agrees that it will only use Referral contact information to contact the Referral in reference to the services requested by the Referral. Member agrees not to disclose to any third party or resell any such Referral contact information. Member agrees that it will comply with all applicable laws in its use, storage and dissemination of Referral contact information. Member agrees that it will cease contacting Referral upon receipt of a request from Referral to do so.
  9. Confidentiality. During the term of this Agreement, and for a period of one year thereafter, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. For purposes of this Agreement, "Confidential Information" means information that: (i) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Subject to the foregoing, Confidential Information shall include, without limitation, the pricing for Referrals. Confidential Information does not include information that: (a) has been independently developed by the receiving party without access to the other party's Confidential Information; (b) has become publicly known through no breach of this paragraph by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority; provided that the recipient notifies the other party of the required disclosure promptly and in writing and cooperates with the other party, at the other party's request and expense, in any lawful action to contest or limit the scope of such required disclosure. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party.
  10. WARRANTY DISCLAIMER. ReliableRemodeler provides the services performed hereunder "AS IS" and without any warranty of any kind. RELIABLEREMODELER EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR INTENDED PURPOSE RELATED TO THE SERVICES TO BE PROVIDED TO MEMBER HEREUNDER.
  11. LIMITATION OF LIABILITY. MEMBER ACKNOWLEDGES AND AGREES THAT RELIABLEREMODELER WILL HAVE NO LIABILITY TO MEMBER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, MEMBER ACKNOWLEDGES AND AGREES THAT OUR AGGREGATE LIABILITY TO MEMBER ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM WILL IN NO EVENT EXCEED THE AMOUNT PAID TO RELIABLE REMODELER BY MEMBER IN THE SIX (6) MONTHS PRECEDING ANY CLAIM GIVING RISE TO LIABILITY.
  12. Indemnification. Member agrees that it shall, at its own expense, protect, defend, indemnify and hold harmless ReliableRemodeler (including its affiliates, subsidiaries, successors and assigns) against every claim, demand, action, judgment, decree, loss, theft, damage, liability, cost and expense, including any amounts paid in defense or settlement, which may arise from or be incurred in connection with any of the following: (i) any breach by Member of this Agreement; or (ii) any services or work performed by Member, including, without limitation, claims by any customer, subcontractor or supplier of Member. The rights and obligations of ReliableRemodeler and Member under this section survive the termination, cancellation or expiration of this Agreement.
  13. Term and Termination. This Agreement shall be effective as of the date of acceptance by Member. ReliableRemodeler may terminate this Agreement for any or no reason on written notice to Member (which includes notice via email). Member may terminate this Agreement on 10 days written notice before canceling service. Member agrees to pay all past due balances prior to termination of the membership agreement to avoid penalty. Notices must be emailed to cancel@reliableremodeler.com.
  14. Miscellaneous. Member is an independent contractor and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties. Member may not assign this Agreement, by operation of law or otherwise, without our prior written consent, and any such purported assignment will be null and void. The most recent version of this Agreement is the entire agreement between the parties regarding its subject matter and supersedes any other agreements or understandings between us. A party's waiver of, or failure to enforce, any right hereunder on one occasion will not be deemed a waiver of any other right on the same occasion or the same right on any other occasion. Should a court of competent jurisdiction find any provision of this Agreement unenforceable, such provision shall be deemed severed from this Agreement and the remaining provision of this Agreement shall continue in full force and effect. The following Sections of this Agreement shall survive the expiration or termination of this Agreement 8 through 14.
  15. Governing Law. This Agreement has been executed in, contemplates substantial performance in, and will be governed by the laws of the United States and the State of Oregon without reference to its choice of law principles, and for any disputes regarding or concerning this Agreement, and Member acknowledges and agrees to submit to the sole and exclusive personal jurisdiction of the federal courts or state courts located in or having jurisdiction over Portland, Oregon.