Installerpool.com LLC Terms and Conditions for Use
1. CONTRACT BETWEEN DEALER AND INSTALLERPOOL.COM LLC
The terms and conditions for use of Installerpool.com represent a service agreement and contract (the “Agreement”) between Installerpool.com LLC, with offices at 223 N Seven Oaks Dr, Knoxville, Tennessee 37922 (the “Company”), and you, retailer or dealer, as end-user (the “Dealer”). This Agreement applies to any use of Company services by the Dealer.
THIS AGREEMENT IS A LEGAL AND BINDING AGREEMENT BETWEEN the Company and the Dealer, WHICH GOVERNS the Dealer’s USE OF the Company’s INTERNET-BASED MEDIA SUBSCRIPTION SERVICE TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO the Dealer THROUGH THE SAME BY the Company OR THIRD PARTIES (COLLECTIVELY, THE “SERVICE"). Dealer shall READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICE. BY REGISTERING FOR, USING OR OTHERWISE ACCESSING THE SERVICE, OR ANY COMPONENT OF the Service, IN ANY MANNER WHATSOEVER, the Dealer CONSENTs TO BECOMing A PARTY TO THIS AGREEMENT AND AGREEs TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS set forth. THE SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO Dealers 18 YEARS OF AGE OR OLDER. IF Dealer is NOT YET 18 YEARS of age, he or she shall DISCONTINUE USING THE SERVICE IMMEDIATELY, OR IF, FOR ANY REASON, Dealer DOes NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, Dealer shall DISCONTINUE THE REGISTRATION PROCESS AND NOT ACCESS OR USE THE SERVICE IN ANY MANNER. BY CONTINUING WITH REGISTRATION, Acceptance of this agreement, or utlization of any company services, Dealer AFFIRMs THAT he or she HAs THE AUTHORITY TO bind his or her COMPANY to this agreement.
The use of the Service in this Agreement shall mean any actual or attempted access or utilization of the Service, including, without limitation, any transmission, exchange of information or communication associated with the Service. These terms and conditions, policies, rules and provisions which are described, linked or otherwise referred to and form a part of this Agreement, including, without limitation our Privacy Statement
, constitute the entire agreement between Dealer and the Company, superseding any prior or inconsistent understandings, representations or agreements regarding the Service.
2. WHEN DEALER MAY USE THIS SERVICE
Dealer may start using the service as soon as he or she has finished the registration process, and the Company has received any applicable payment.
3. SET-UP FEE
There is a one-time set-up fee that must be paid by Dealer prior to use of the Company’s Services (the “Applicable Set-Up Fee”). The Applicable Set-Up Fee shall cover Dealer set-up and initial training, as well as any other miscellaneous expenses incurred by the Company as part of the Dealer set-up. Dealer agrees that upon 30 days of inactivity in his or her account with Installerpool.com, Dealer’s account shall be suspended and will incur a one-time re-activation fee.
4. DEALER REGISTRATION OBLIGATIONS
Dealer shall agree to provide true, accurate, current and complete information about his or herself as prompted by the Service registration process (the "Registration Data"). Dealer shall agree that, in providing such Registration Data, Dealer shall not knowingly omit or misrepresent any material facts or information and shall promptly enter corrected or updated Registration Data via the Service, or otherwise advise the Company promptly in writing of any such changes or updates. Dealer consents and authorizes the Company to verify the Registration Data as required for use of and access to the Service, as applicable. Once subscribed to the Service, Dealer shall receive a unique user identification and password in connection with the account (collectively, the "ID"). Dealer shall not allow another person or entity to use his or her ID to access and use the Service under any circumstances. Dealer is solely and entirely responsible for maintaining the confidentiality of his or her ID and for any charges, damages, liabilities, or losses incurred or suffered as a result of the failure to do so. The Company is not liable for any harm caused by or related to the theft of Dealer’s ID, Dealer’s disclosure of his or her ID, or Dealer’s authorization to allow another person or entity to access and use the Service using Dealer’s ID. Furthermore, Dealer is solely and entirely responsible for any and all activities that occur under the account, including any charges incurred relating to the Service. Dealer shall immediately notify the Company of any unauthorized use of the account or any other breach of security known to the Dealer. Dealer acknowledges that the complete privacy of his or her data and messages transmitted while using the Service cannot be guaranteed.
5. DEALER’S ACCEPTANCE OF THE AGREEMENT
The Company’s website (“Installerpool.com”) is comprised of various web pages operated by the Company. Installerpool.com is offered to the Dealer conditioned on his or her acceptance without modification of the terms, conditions, or notices contained within this Agreement. Use of Installerpool.com by the Dealer constitutes Dealer’s agreement to and acceptance of all such terms, conditions, and notices.
6. UPDATES TO DEALER INFORMATION
Dealer shall keep all information, including but not limited to, name, address, phone number, email address, checking account details, and any other information the Company deems necessary or requires at registration, current on Installerpool.com. Dealer shall update any information required upon initial registration, or deemed necessary by the Company at any time, immediately upon change. Failure to do so may result in, among others, the Dealer not properly receiving notices of changes to this Agreement, Installers not properly receiving payroll, or any action that could result in an inactivity period, upon which Dealer may be prohibited from using Installerpool.com or the Company’s Services.
Dealer shall keep all information relating to Dealer’s checking account current in the “Payroll Manager” section of Installerpool.com, as weekly Installer payroll will be deducted from Dealer’s checking account and paid to Installers for work completed through Dealer’s specified cutoff date. Dealer can access and manage his or her checking account information from inside “Payroll Manager” on Installerpool.com, where Dealer will be able to fully manage Installer payroll. Installers shall be paid through their Company debit card, relieving the need to pay Installers by check for work performed. Installers DO NOT work for the Company. Instead, the Company is simply facilitating the payroll process for the Dealer, while helping Installers collect their fees in a more convenient manner. Dealer is responsible for providing all necessary and required federal and state income, sales, franchise, or excise tax forms, whichever may be applicable, to Installers for work performed throughout the year. Payroll reports can be accessed by Dealer from within the “Payroll Manager” section of Installerpool.com at any time.
Payroll shall be drafted from Dealer’s checking account at least two (2) days prior to Dealer’s specified payday for his or her Installers to allow sufficient time for payments to clear and Installers to receive their money on time. The Company, however, does not guarantee the turnaround time on payments made to Installers, as there are many factors that can affect payment processing.
7. DEALER COMMISSION
The Company charges a transaction fee directly to the Installer for his or her acceptance and completion of work through Installerpool.com (the “Transaction Fee”). If Dealer utilizes Installerpool.com to assign a project to an Installer, the Installer completes the job in a satisfactory manner, and the funds from that job are released to that Installer, the Company shall pay a commission to the Dealer for jobs scheduled and completed through Installerpool.com (the “Commission”). Any Commission due shall be paid to Dealer on a monthly basis in $50.00 increments for each $7,200.00 of jobs assigned by the Dealer and completed by Installers through Installerpool.com. The Company may change the Commission or payment schedule at any time for any reason without notice to the Dealer.
8. DEALER RATING
Dealer shall provide a fair and unbiased rating of each Installer that is hired by the Dealer through Installerpool.com within thirty (30) days of acceptance of the job by the Installer.
Part of the Company’s system is designed to help the Installer build a resume that will follow him or her anywhere in the United States. To accomplish this, Dealer from which an Installer accepts work through Installerpool.com agrees to rate the Installer in a fair and unbiased manner. Each job sent to the Installer by the Dealer through Installerpool.com allows the Installer a choice to ACCEPT or DECLINE the job. Once an Installer chooses to ACCEPT the Dealer’s job, the Installer becomes eligible to be rated for that job by the Dealer. Even if Installer does not perform or show up for the job, the Dealer shall rate the Installer within thirty (30) days of acceptance. Feedback rating on Installer’s job performance is provided anonymously only by the Dealer (although Dealer may incorporate the customer’s rating or feedback) who provided the specified job. Dealer shall rate Installers on six criteria on a scale of 1 to 5:
(a) Skill in handling job;
(e) Handling callbacks; and
The Installer can only be rated one time for each job performed and he or she must accept the job in order to be rated. If Installer declines any job, Installerpool.com notifies the Dealer of the declination, and Installer is not eligible to be rated. Ratings are in numbers only, 1-5, and range from 1 Star (poor) to 5 Stars (excellent). All feedback ratings from Dealer shall be made in good faith, and in a fair and unbiased manner. Installer’s ratings average is made public to any Dealer on Installerpool.com, along with Installer’s contact information. Dealer will be able to view Installer’s “Profile,” along with Installer’s ratings, and determine if he or she wants to offer Installer any work. There is no place to insert any comments in the ratings.
The Company does not participate in rating the Installer and is not responsible for Dealer’s ratings. Dealer agrees that all ratings are between the Dealer providing the work and the Installer performing the work. Dealer agrees to hold the Company harmless for any rating given and any dispute that may arise as a result of such rating. As Dealer is required to provide a rating for each Installer, Dealer shall also be held harmless for any rating, so long as the rating is given based on good faith, and is done so in a fair and unbiased manner.
9. DISPUTE RESOLUTION – Applies exclusively to “Sales Only” stores
This section applies ONLY to “Sales Only” stores. Since “Sales Only” stores do not directly handle installation, but rather defer the hiring of an Installer to their customers, occasions may arise in which the selling Dealer shall be called upon to provide a suggested resolution to disputes that may arise between an Installer and customer. If Dealer’s resolution is not satisfactory to either party, Installer or customer may seek other judicial remedies if they so choose. Upon Dealer’s suggested resolution, Dealer shall take no more part in the dispute. Dealer is not liable to Installer, customer, or any third-party for ANY dispute that may arise between any party. Dealer is there to merely provide a suggested resolution to said dispute, and shall provide a suggested resolution in good faith, and in a fair and unbiased manner.
The Company reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on Dealer’s use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Dealer’s continued use of the Company’s Services or Installerpool.com following modification shall be deemed to constitute his or her acceptance of any and all such Additional Terms. All Additional Terms are incorporated into this Agreement by this reference.
The Company may send the Dealer notice with respect to the Service by sending an email message to the email address listed in Dealer’s contact information, by sending a letter via postal mail to the contact address listed in Dealer’s contact information, or by a posting on Installerpool.com. Notices shall become effective immediately.
12. LINKS TO THIRD PARTY SITES
Installerpool.com may contain links to other websites (the "Linked Sites"). The Linked Sites are not under the control of the Company and the Company is not responsible for the contents of any of the Linked Sites, including without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. The Company is not responsible for webcasting or any other form of transmission received from any Linked Site. The Company is providing these links to the Dealer only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the Linked Site or any association with its operators.
13. NO UNLAWFUL OR PROHIBITED USE
As a condition of the Dealer’s use of Installerpool.com, Dealer warrants to the Company that he or she will not use Installerpool.com for any purpose that is unlawful or prohibited by these terms, conditions, or notices. Dealer may not use Installerpool.com in any manner which could damage, disable, overburden, or impair Installerpool.com, or interfere with any other party's use or enjoyment of Installerpool.com. Dealer may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for by the Company or through Installerpool.com.
14. USE OF COMMUNICATION SERVICES
Installerpool.com may contain bulletin board services, chat areas, news groups, forums, communities, personal websites, calendars, or other message or communication facilities designed to enable the Dealer to communicate with the public at large or with a group (collectively, the "Communication Services"). Dealer agrees to use the Communication Services only to post, send, and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, Dealer agrees that when using a Communication Service, Dealer shall not:
(a) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(b) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
(c) Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless Dealer owns or controls the rights to the protected material, or have received all necessary consents;
(d) Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
(e) Advertise, or offer to buy or sell, any goods or services for any business purpose, unless such Communication Service specifically allows for such messages;
(f) Conduct or forward surveys, contests, pyramid schemes or chain letters;
(g) Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner;
(h) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
(i) Restrict or inhibit any other user from using and enjoying the Communication Services;
(j) Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service;
(k) Harvest or otherwise collect information about others, including e-mail addresses, without their consent; or
(l) Violate any applicable laws or regulations.
The Company has no obligation to monitor the Communication Services. The Company, however, may review materials posted to a Communication Service and remove any materials in its sole discretion. The Company may also terminate Dealer’s access to any of the Communication Services for any reason, at any time.
The Company may at all times disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or edit, refuse to post, or remove any information or materials, in whole or in part, in the Company’s sole discretion.
Dealer should always use caution when giving out any personally identifying information in any Communication Service. The Company does not control or endorse the content, messages or information found in any Communication Service and therefore, specifically disclaims any liability with regard to the Communication Services and any actions resulting from participation in any Communication Service. Managers and hosts are not authorized Company spokespersons, and their views do not necessarily reflect those of the Company.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction or dissemination. Dealer is responsible for adhering to such limitations if the materials are downloaded.
15. MATERIALS PROVIDED TO OR POSTED AT Installerpool.com
The Company does not claim ownership of the materials Dealer provides (including feedback or suggestions) or posts, uploads, inputs or submits to Installerpool.com or its associated services (collectively, the "Submissions"). By posting, uploading, inputting, providing or submitting a Submission, however, Dealer grants the Company, including its affiliated companies and necessary sub-licensees, permission to use the Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate or reformat the Submission, and to publish Dealer’s name in connection with the Submission.
The Company will not provide compensation to the Dealer with respect to any use of any Submission. The Company is under no obligation to post or use any Submission the Dealer may provide and may remove any Submission at any time in its sole discretion.
By posting, uploading, inputting, providing or submitting a Submission, Dealer warrants and represents that he or she owns or otherwise controls all of the rights to the Submission as described in this section including, without limitation, all of the rights necessary to provide, post, upload, input or submit the Submission.
16. LIABILITY DISCLAIMER
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH INSTALLERPOOL.COM MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION provided at Installerpool.com. The Company OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS OR CHANGES to INSTALLERPOOL.COM AT ANY TIME. ADVICE RECEIVED VIA INSTALLERPOOL.COM SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND Dealer SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO his or her SITUATION. The Company OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, or ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES or RELATED GRAPHICS CONTAINED ON INSTALLERPOOL.COM FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. The Company OR ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES or RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE or NON-INFRINGEMENT.
17. SERVICE CONTACT
The Company makes no assumptions regarding any Installer listed on the site, nor is the Company responsible for any damages incurred due to poor workmanship, or other, stemming from an Installer selected from Installerpool.com. The Company does not provide Installers. The Company is merely providing easy access to sub-contractor Installers in Dealer’s immediate area, or wherever Dealer may be performing work. The Company DOES NOT perform or provide BACKGROUND CHECKS ON ANY INSTALLER. Any representation an Installer makes is made solely by the Installer, and is in no way verified by the Company. Dealer is responsible for verifying, interviewing, performing background checks, or performing any other verification process deemed necessary for any Installer.
18. TERMINATION/ACCESS RESTRICTION
The Company reserves the right, in its sole discretion, to terminate Dealer’s access to Installerpool.com or any of the related services, at any time, without notice.
Dealer agrees that no joint venture, partnership, employment, or agency relationship exists between Dealer and the Company as a result of this Agreement or use of Installerpool.com. The Company's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of the Company's right to comply with governmental, court, or law enforcement requests or requirements relating to Dealer’s use of Installerpool.com or information provided to or gathered by the Company with respect to such use.
Upon thirty (30) days of inactivity by the Dealer, or no jobs scheduled and completed through Installerpool.com, the Company shall suspend Dealer’s account and restrict Dealer’s access to Installerpool.com and the Company’s Services. Dealer shall pay a re-activation fee to the Company to gain access to Installerpool.com and use of the Company’s Services. If Dealer fails to re-activate the membership within sixty (60) days of the suspension, Dealer shall pay the full Applicable Set-Up Fee upon re-activation.
19. INTELLECTUAL PROPERTY RIGHTS
Only Dealer may access the Service using his or her ID, unless otherwise agreed to in writing by the Company. The content available through the Service is the property of the Company or its licensors and is protected by copyright and other intellectual property laws. Content received through the Service may be viewed, and used according to the agreement of site use, described in this Agreement. Dealer shall not reproduce, retransmit, distribute, disseminate, sell, broadcast, perform, make available to third parties or circulate the content received through the Service to any person or entity, or to exploit any such content for commercial or noncommercial purposes without the express prior written consent of the Company.
Dealer acknowledges that the Company retains exclusive ownership of the Service and all associated intellectual property rights. Except as expressly provided, Dealer is not granted any rights or licenses to patents, copyrights, trade secrets or trademarks with respect to the Service or its contents, and the Company reserves all rights not expressly granted. Dealer shall promptly notify the Company in writing upon discovery of any unauthorized use or infringement of the Service (or its contents) or the Company’s patent, copyright, trade secret, trademarks or other intellectual property rights. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.
By posting messages, inputting data, suggesting ideas or engaging in any other form of communication through the Service, Dealer irrevocably agrees that any such content, and all associated intellectual property rights shall become the Company’s sole property. The Company may copy, sub-license, adapt, publicly perform, display or otherwise exploit any such content and rights in any manner whatsoever, throughout the world, in perpetuity, without any obligation to make any payment to Dealer or others or to give Dealer credit.
20. BINDING EFFECT
The terms, conditions, and covenants of this Agreement shall be binding upon the parties, their successors, heirs and assigns, but no assignment or transfer by Dealer of this Agreement, or of an interest in the property described in this Agreement, shall be valid, unless made with the written consent of the Company.
21. GOVERNING LAW AND VENUE
This Agreement shall be governed in all respects by the laws of the State of Tennessee, without regard to any conflicts of law principles, decisional law, or statutory provision which would require or permit the application of another jurisdiction’s substantive law. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the United States District Court for the Eastern District of Tennessee, or in any court of the State of Tennessee sitting in Knoxville. Each party waives, to the fullest extent permitted by law,
(a) any objection which it may now or later have to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Eastern District of Tennessee, or in any court of the State of Tennessee sitting in Knoxville; and
(b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
22. In the event of any action filed in relation to this Agreement, the breaching party shall pay to the non-breaching party, in addition to all other sums that the breaching party may be called on to pay, a reasonable sum for the non-breaching party’s attorneys’ fees.
Unless otherwise specified, this Agreement constitutes the entire agreement between Dealer and the Company with respect to Installerpool.com and governs Dealer’s use of the Service, superseding all prior or contemporaneous communications, proposals, or agreements, whether electronic, oral, or written, between the Dealer and the Company with respect to Installerpool.com. Dealer also may be subject to additional terms and conditions that may apply when Dealer uses affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The Company's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. The Company will not be responsible for failures to fulfill any obligations due to causes beyond its control.
A printed version of this Agreement or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
24. COPYRIGHT AND TRADEMARK NOTICES
All contents of Installerpool.com are: Copyright 2008 by Installerpool.com LLC or its suppliers. All rights reserved.
The names of actual companies and products mentioned may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted are reserved.
26. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.