SERVICE DEPOT, INC.
(For Service Providers)
Effective Date: June 15, 2018
Last Updated Date: June 15, 2018
1. Use of the Services and Service Depot Properties
Service Depot has developed technology that allows Service Providers to provide information regarding their service expertise and qualifications to Service Depot and be connected to Consumers who sign on with Service Depot. The Services and the software and certain information and content related thereto (collectively, the “Service Depot Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Service Depot grants you a limited license to reproduce portions of Service Depot Properties for the sole purpose of using the Services for your internal business purposes, including the seeking of leads for potential Consumers (the “Permitted Purpose”). Unless otherwise specified by Service Depot in a separate license, your right to use any Service Depot Properties is subject to the Agreement.
- Application License. Subject to your compliance with the Agreement, Service Depot grants you a limited non-exclusive, non-transferable, non-sub licensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Agreement of Service.
- Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Service Depot Properties or any portion of Service Depot Properties, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Service Depot Properties (including images, text, page layout or form) of Service Depot; (c) you shall not use any metatags or other “hidden text” using Service Depot’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Service Depot Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Service Depot Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Service Depot Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Service Depot Properties. Any future release, update or other addition to Service Depot Properties shall be subject to the Agreement. Service Depot, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of Service Depot Properties terminates the licenses granted by Service Depot pursuant to the Agreement.
- Registering Your Account. In order to access certain Service Providers features of Service Depot Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a User who has registered an account on the Website or Application (“Account”) after having received an email from Service Depot confirming the verification of the Account.
- Registration Data. In registering an account, you agree to (1) provide true, accurate, current and complete information as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person or entity barred from using Service Depot Properties under the laws of the United States, your place of residence or any other applicable jurisdiction, and you are authorized to represent and bind the Service Provider identified during registration to this Agreement. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Service Depot Properties by minors. Users may not share your Account or password with anyone, and you agree to (1) notify Service Depot immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Service Depot has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Service Depot has the right to suspend or terminate your Account and refuse any and all current or future use of Service Depot Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Service Depot reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Service Depot Properties if you have been previously removed by Service Depot, or if you have been previously banned from any of Service Depot Properties.
3. Preferred Partners
Our Site and Application contain tools that connect our preferred partners (“Preferred Partners”) to Service Providers. Our Preferred Partners provide services such as health insurance, payroll processing or legal, (“Service Tools”). If a Service Provider requests a Service Tool or requests to be connected to a Preferred Partner on the Service Depot Properties, Service Depot will share Service Provider’s contact information with the Preferred Partner offering such services, and the Preferred Partner will reach out to Service Provider directly. We charge the Preferred Partner for this service and we are not a party to any agreements between you and Preferred Partner. YOUR INTERACTION WITH THE PREFERRED PARTNER IS AT YOUR OWN RISK. WE ARE NOT LIABLE FOR ANY SERVICES OR ADVICE OFFERED BY THE PREFERRED PARTNER.
4. Responsibility for Content
You acknowledge that all files, materials, data, text, audio, video, images or other content, including Service Depot Properties (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Service Depot, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) on public forums and public areas of Service Depot Properties (“Your Public Content”), and that you and other Service Providers or Consumers using Service Depot Properties, and not Service Depot, are similarly responsible for all Content they Make Available through Service Depot Properties (“Service Providers or Consumers Content”).
- Service Depot Properties. Except with respect to Your Public Content, and Service Providers or Consumers Content, you agree that Service Depot and its suppliers own all rights, title and interest in Service Depot Properties (including but not limited to, any computer code). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, Application or Service Depot Properties.
- Trademarks. Service Depot, and other related graphics, logos, service marks and trade names used on or in connection with Service Depot Properties or in connection with the Services are the trademarks of Service Depot and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Service Depot Properties are the property of their respective owners.
- Other Content. Except with respect to Your Public Content, you agree that you have no right or title in or to any Content that appears on or in Service Depot Properties.
- Your Public Content. Service Depot does not claim ownership of Your Public Content. However, when you as a User post or publish Your Public Content on or in Service Depot Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Public Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Public Content.
- License to Your Public Content. Subject to any applicable account settings that you select, you grant Service Depot a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sub licensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Public Content (in whole or in part) for the purposes of operating and providing Service Depot Properties to you and to third parties, including Consumers. Please remember that others may search for, see, use, modify and reproduce any of Your Public Content that you submit to any “public” area of Service Depot Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Public Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Service Depot, are responsible for all of Your Public Content that you Make Available on or in Service Depot Properties.
- Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Service Depot through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Service Depot has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Service Depot a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Service Depot Properties.
As a condition of your use of the Service Depot Properties, you agree not to use Service Depot Properties for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Service Depot Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Service Depot’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Service Depot or Service Depot’s customers; (vi) interferes with or attempt to interfere with the proper functioning of Service Depot Properties or uses Service Depot Properties in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Service Depot Properties, including but not limited to violating or attempting to violate any security features of Service Depot Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Service Depot Properties, introducing viruses, worms, or similar harmful code into Service Depot Properties, or interfering or attempting to interfere with use of Service Depot Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Service Depot Properties.
7. Interaction With Others
- Your Responsibility. You are solely responsible for your interactions and relationship with Consumers and others; provided, however, that Service Depot reserves the right, but has no obligation, to intercede in such disputes. You agree that Service Depot will not be responsible for any liability incurred as the result of (i) such interactions, (ii) your engagement with Consumers, (iii) your failure to obtain opportunities with Consumers, (iv) the nature, safety, pay and terms of any opportunities you or your employees accept or engage in, or (v) other similar matters.
- Content Provided by Others. Service Depot Properties may contain Service Providers or Consumers Content provided by others, such as service request information. Service Depot is not responsible for and does not validate or control Service Providers or Consumers Content. Service Depot has no obligation to review, validate, or monitor, and does not approve, endorse or make any representations or warranties with respect to Service Providers or Consumers Content or any Consumers. You use all Service Providers or Consumers Content and interact with potential Consumers and others at your own risk.
8. Third-Party Services
- Third-Party Websites, Applications. Service Depot Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left Service Depot Properties and are subject to the Agreement and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Service Depot. Service Depot is not responsible for any Third-Party Websites or Third-Party Applications. Service Depot provides these Third-Party Websites or Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites or Third-Party Applications at your own risk. When you leave our Website, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- App Stores. You acknowledge and agree that the availability of the Application is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Agreement is between you and Service Depot and not with the App Store. Service Depot, not the App Store, is solely responsible for Service Depot Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Service Depot Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Service Depot Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce them.
9. Disclaimer of Warranties and Conditions
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICE DEPOT PROPERTIES IS AT YOUR SOLE RISK, AND SERVICE DEPOT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SERVICE DEPOT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SERVICE DEPOT OR THROUGH SERVICE DEPOT PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE AND AGREE THAT SERVICE DEPOT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SERVICE DEPOT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON OR RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO CONSUMERS, RECRUITERS AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. SERVICE DEPOT MAKES NO WARRANTIES WITH RESPECT TO THE SUCCESS OR FAILURE OF A SERVICE PROVIDERS’S SEARCH FOR CONSUMER LEADS OR THE ACCURACY OF ANY SERVICE REQUEST POSTINGS BY CONSUMERS.
- FROM TIME TO TIME, SERVICE DEPOT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SERVICE DEPOT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
10. No Liability for Conduct of Other Users
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH CONSUMERS. YOU UNDERSTAND THAT SERVICE DEPOT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF CONSUMERSS, SUCH AS WITH RESPECT TO CONSUMERS’ SERVICE REQUEST DESCRIPTIONS OR POSTINGS.
11. Limitation of Liability
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SERVICE DEPOT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SERVICE DEPOT PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF OPPORTUNITIES OR WAGES, EMPLOYMENT INTERRUPTION, WHETHER OR NOT SERVICE DEPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHERS ARISING FROM THE SERVICE DEPOT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SERVICE DEPOT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SERVICE DEPOT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SERVICE DEPOT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL SERVICEDEPOT PARTIES BE LIABLE TO YOU FOR MORE THAN FIFTY DOLLARS ($50) AS A RESULT OF YOUR USE OF SERVICEDEPOT PROPERTIES.
12. International Users
Service Depot Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Service Depot intends to announce such Services or Content in your country. Service Depot Properties are controlled and offered by Service Depot from its facilities in the United States of America. Service Depot makes no representations that Service Depot Properties are appropriate or available for use in other locations. Those who access or use Service Depot Properties from other countries do so at their own volition and are responsible for compliance with local law.
13. General Provisions
- Electronic Communications. The communications between you and Service Depot use electronic means, whether you visit Service Depot Properties or send Service Depot e-mails, or whether Service Depot posts notices on Service Depot Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Service Depot in an electronic form; and (2) agree that all Agreement and conditions, agreements, notices, disclosures, and other communications that Service Depot provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Service Depot’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. Service Depot shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Service Depot Properties, please contact us at: Service Depot, Inc. Attn: Questions, Complaints & Claims, 5252 Cherokee Avenue, Suite 306, Alexandria, Virginia We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Exclusive Venue. Both you and Service Depot agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Fairfax County, Virginia.
- Governing Law THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE AGREEMENT.
- Notice. Where Service Depot requires that you provide an e-mail address, you are responsible for providing Service Depot with your most current e-mail address. In the event that the last e-mail address you provided to Service Depot is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Service Depot’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Service Depot at the following address: Service Depot, Inc., 5252 Cherokee Avenue, Suite 306, Alexandria, Virginia Such notice shall be deemed given when received by Service Depot by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, and the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Export Control. You may not use, export, import, or transfer Service Depot Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Service Depot Properties, and any other applicable laws. In particular, but without limitation, Service Depot Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Service Depot Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Service Depot Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Service Depot are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Service Depot products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of Agreement