Tradesmen's - Terms and conditions
THE TRADESMEN’S COLLECTIVE - END USER LICENSE AGREEMENT
READ CAREFULLY: THE TRADESMEN’S COLLECTIVE (THE “TRADESMEN’S”) LICENSES THIS PROGRAM, TOOL, PLUG-IN, ADD-ON, APPLICATION, LIBRARY, BOOK, CONTENT, DATA, SOLUTION, SERVICE OR OTHER ITEM OR MATERIAL (THE "PRODUCT")TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THE "AGREEMENT").
BY SELECTING THE "ACCEPT" (OR SIMILAR) BUTTON BELOW THIS AGREEMENT OR BY DOWNLOADING, INSTALLING, UPLOADING, ACCESSING, COPYING, OR OTHERWISE USING ALL OR ANY PORTION OF THE PRODUCT, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT, EITHER PERSONALLY OR ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE PRODUCT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, UPLOAD, OR OTHERWISE USE THE PRODUCT. DOWNLOADING, INSTALLING, ACCESSING, COPYING, UPLOADING, OR OTHERWISE USING THE PRODUCT, EXCEPT AS PERMITTED BY THIS AGREEMENT, IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH PRODUCT AND MAY SUBJECT YOU TO LIABILITY FOR DAMAGES AND CRIMINAL PENALTIES.
The Products made available through The Tradesmen’s are licensed, not sold, to you. Your license to each Product that you obtain through The Tradesmen’s is subject to your prior acceptance of this Agreement, and you agree that the terms of this Agreement will apply to each Product that you license through The Tradesmen’s.
Publisher is solely responsible for the Product, including, without limitation for:
a. Any and all content, functionality, services or subscriptions provided through or in connection with the Product; b. Any and all maintenance and support services, as specified in this Agreement (if any) or as required under applicable law;
c. Any notices and consents required to be given to end users regarding data collection, use and/or storage (if any) by Product under applicable privacy/data protection laws;
d. Any and all warranties, whether express or implied by law, to the extent not effectively disclaimed in this Agreement, or other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty; and
e. The investigation, defense, settlement and discharge of any claims by you or any third party in any way relating to the Product, including, but not limited to, for (i) product liability, (ii) non compliance with any applicable law, rule or regulation (including, without limitation, consumer protection, privacy, data collection or similar legislation), and (iii) infringement of any third party's intellectual property rights.
Not with standing the above, you acknowledge that The Tradesmen’s is a third-party beneficiary of this Agreement and that upon your acceptance of the terms of this Agreement, The Tradesmen’s will have the right to enforce the Agreement against you as a third-party beneficiary thereof.
Questions, complaints or claims with respect to the Product should be directed solely to the Publisher, whose contact information can be found on the Product Download Page from which the Product is downloaded.
1. Qualified User and Permitted Uses: The Product is to be used only in conjunction with the specific tradesmen’s software product or service identified in materials distributed with the Product, with which such Product was designed to operate (the "Tradesmen’s Software"). Therefore, you may use the Product only if you are a registered subscriber of The Tradesmen’s and a registered user of the Tradesmen’s Software and for the term and within the scope of the license granted for the Tradesmen’s Software. This Agreement does not modify or alter the terms of the license agreement delivered with the Tradesmen’s Software.
1.1 Registration of Tradesmen’s Account: You must register for a Tradesmen’s account to use the Product. You will need to complete certain verification procedures before you are permitted to use the Tradesmen’s Services. By registering or using a Tradesmen’s Account you agree and represent that you have created your Tradesmen’s Account and you will use your Tradesmen’s Account only for yourself, and not on behalf of any third party, unless you have obtained prior written approval from The Tradesmen’s. You are fully responsible for all activity that occurs under your Tradesmen’s Account. We may, in our sole discretion, refuse to open a Tradesmen’s Account, suspend or terminate any Tradesmen’s Account.
1.2 Consent to Access: Processing and Storage of Your Personal Data & Identity Verification. During registration for your Tradesmen’s Account, or at any other time deemed necessary by The Tradesmen’s, you agree to provide us with the information we request for the purposes of identity verification, providing the Tradesmen’s Services to you, and the detection of money laundering, terrorist financing, fraud, orany other financial crimes and permit us to keep a record of such information. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, tax payer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases(where permitted by law), special categories of personal data, such as your bio metric information. You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing The Tradesmen’s Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at anytime by closing your account with us. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with laws or regulations. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. Further, you authorize your wireless operator(e.g., AT&T, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to The Tradesmen’s with your wireless operator account profile information for as long as you have a Tradesmen’s Account.
1.3 Access: The Tradesmen’s Services can be accessed directly using the Tradesmen’s Site. Access to the Tradesmen’s Services may become degraded or unavailable during times of significant volatility or volume. This could result in significant support response time delays. Although we strive to provide you with excellent service, we do not represent that the Tradesmen’s Site or other Tradesmen’s Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. The Tradesmen’s shall not be liable for any losses resulting from or arising out of delays in processing transactions,inability to execute transactions, or lack of timely response from the Tradesmen’s customer support.
2. License: Subject to the terms and conditions of this Agreement and conditioned on your continuous compliance with all license limitations and restrictions described in this Agreement, Publisher grants to you a personal, non-transferable, non-sublicensable, non-exclusive, royalty-free, limited license to download and install a single copy of the Production one (1) computer, and use the Product solely in connection with the Tradesmen’s Software. You may also install a single additional copy of such Product on one (1) additional device (i.e. smart phone, tablet, etc.), on a stand-alone basis; provided that (i) such additional copy of the Product is accessed solely by you; (ii) you access the additional copy solely to perform work while away from your usual work location and solely for your internal business needs; and (iii) the primary and additional copies are not accessed at the same time. If the Product is licensed to you by Publisher on a "trial" basis, you may download and install a copy of the Product on one (1) computer and permit access to such copy of the Product solely for the purposes of evaluation and demonstration of the capabilities of the Product, for a fixed term specified in the Product Download Page. If the Product is in the form of a service, you may access and use the service solely for your internal business purposes and in the form made accessible and/or provided by Publisher. If you violate any of these limitations or restrictions, the license grant will automatically and immediately expire. Any usage of the Product outside the scope of the applicable license grant constitutes an infringement of Publisher’s intellectual property rights as well as a material breach of this Agreement. The terms of the license will govern any upgrades provided by Publisher that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
3. Restrictions: You acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted (whether expressly, by implication or otherwise) under this Agreement to any materials by The Tradesmen’s or Publisher that you did not acquire lawfully or that you acquired in violation of or in a manner inconsistent with this Agreement. You agree not (a) to distribute, rent, loan, lease, sell, sub license, or otherwise provide all or any portion of the Product to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by Publisher, (b) to provide or make available any features or functionality of the Product to any person or entity, (c) to remove, alter or obscure any proprietary notices, labels or marks in the Product, (d) to decompile, disassemble or otherwise reverse engineer the Product, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Product, (e) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the Product for any purpose, (f) use the Product in excess of, or in any manner inconsistent with, your entitlements, or(g) use the Product to collect or store personal data about any person or entity, including other users of the Product, except as otherwise expressly permitted by Publisher.
4. Data Protections and Security.
4.2 Security Breach: If you suspect that your Tradesmen’s Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including acyber-security attack) affecting you and/or the Tradesmen’s(collectively a "Security Breach"), you must notify theTradesmen’s Support immediately at https://www.thetradesmens.com/support or (888) 221-TRADE and provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce or manage any Security Breach. Prompt reporting of a Security Breach does not guarantee that the Tradesmen’s will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.
4.3 Computer Viruses: Neither the Tradesmen’s nor the Publisher shall bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from the Tradesmen’s. Always log into your Tradesmen’s Account(s) through the Tradesmen’s Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
5. Warranty Disclaimer: THE PRODUCT IS FURNISHED ON AN "ASIS" BASIS, AND PUBLISHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, EQUITY, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. PUBLISHER SPECIFICALLY DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS; WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU; THAT THE OPERATION OR OUTPUT OF THE PRODUCT WILL BE ERROR-FREE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED; OR THAT ANY OR ALl ERRORS OR DEFECTS IN THE PRODUCT WILL BE CORRECTED. YOU USE THE PRODUCT AT YOUR OWN RISK. NEITHER THE TRADESMEN’S NOR PUBLISHER SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PUBLISHER OR TRADESMEN’S SHALL CREATE A WARRANTY. SHOULD THE PRODUCT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
5.1 Website Accuracy: Although we intend to provide accurate and timely information on the Tradesmen’s Site, the Tradesmen’s Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Tradesmen’s Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, where applicable, is for informational purposes only and the Tradesmen’s makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Tradesmen’s Site.
5.2 Third-Party Applications: If, to the extent permitted by the Tradesmen’s from time to time, you grant express permission to a third party to access or connect to your Tradesmen’s Account(s), either through the third party's product or service or through the Tradesmen’s Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Tradesmen’s Account(s). Further, you acknowledge and agree that you will not hold the Tradesmen’s responsible for, and will indemnify the Tradesmen’s from, any liability arising out of or related to any act or omission of any third party with access to your Tradesmen’s Account(s). You may change or remove permissions granted by you to third parties with respect to your Tradesmen’s Account(s) at any time through the tabs on the Account Settings page on the Tradesmen’s Site.
5.3 Unclaimed Property: If the Tradesmen’s is holding funds in an escrow account and has no record of you accessing the Escrow Services for several years and is unable to contact you, applicable law may require the Tradesmen’s to deliver any such funds to the applicable state or jurisdiction as unclaimed property.
5.4 Password Security: Contact Information. You are responsible for creating a strong password and maintaining security and control of any and all electronic devices, IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Tradesmen’s Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Tradesmen’s Account(s) by third-parties and the loss or theft of any digital assets and/or funds held in your Tradesmen’s Account(s) and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your AccountProfile in order to receive any notices or alerts that we may send you. You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your Tradesmen’s Account. TheTradesmen’s will never under any circumstances ask you for your passwords. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of the Tradesmen’s. We further assume no responsibility for your failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Tradesmen’s Account(s) information has been compromised, contact Tradesmen’s Support immediately at https://www.thetradesmens.com/support or (888)221-TRADE
5.5 Taxes: Users are solely responsible for reporting and paying any applicable taxes arising from transactions using the Tradesmen’s Services, and acknowledge that the Tradesmen’s does not provide investment, legal, or tax advice governing these transactions. You understand that the Tradesmen’s shall report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using Tradesmen’s Services to a tax or governmental authority to the extent such reporting is required by applicable law. The Tradesmen’s also shall withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, the Tradesmen’s may ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in with holding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to any transactions.
6. Limitation of Liability: UNDER NO CIRCUMSTANCES WILL THE TRADESMEN’S OR PUBLISHER BE LIABLE TO YOU FOR ANY CLAIM FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND), NOR SHALL TRADESMEN’S OR PUBLISHER BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. IN ADDITION, THE SOLE AND EXCLUSIVE LIABILITY OF TRADESMEN’S OR PUBLISHER FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU (IF ANY) FOR SUCH PRODUCT.
6.1 Release of the Tradesmen’s Indemnification: If you have a dispute with one or more users of the Tradesmen’s Services, you release the Tradesmen’s, its affiliates and service providers, and each of their respective officers, directors, agents, joint ventures, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold the Tradesmen’s, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint ventures, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
7 Customer Feedback, Queries, Complaints, and Dispute Resolution
7.1. Contact Tradesmen’s: If you have feedback, or general questions, contact us via our Customer Support web page at https://www.thetradesmens.com/support.The Tradesmen’s requires that all legal documents (including civil subpoenas, complaints, and small claims) be served on our registered agent for service of process. Current contact information for our registered agent in each state can be found here.
Please note that our registered agent will accept service only if the entity identified as the recipient of the document identically matches the name of the entity registered with the Secretary of State and for which our registered agent is authorized to accept service (The Tradesmen’s Collective, LLC). By accepting service of a legal document, the Tradesmen’s does not waive any objections we may have and may raise in response to such document.
7.2. Formal Complaint Process: If you have a complaint with the Tradesmen’s, you agree to first contact the Tradesmen’s through our support team to attempt to resolve any such dispute amicably. If we cannot resolve the dispute through the Tradesmen’s Support, you agree to use the Formal Complaint Process set forth below before filing any arbitration claim or small claims action. You must complete the Formal Complaint Process before filing any arbitration or small claims action. If you do not complete it, then you agree that your claim or action must be dismissed from arbitration or small claims court.
7.2.1. Procedural Steps: In the event that the dispute is not resolved through your contact with the Tradesmen’s Support, you agree to use our complaint form to describe your dispute, how you would like us to resolve the complaint, and any other relevant information. The complaint form can be found here for the Tradesmen’s, or can be requested from Tradesmen’s Customer Support. If you prefer to send a written complaint via mail, please include as much information as possible in describing your complaint and how you would like us to resolve the complaint, including your support case number and any other relevant information to The Tradesmen’s Collective, LLC, 60 Washington Avenue, Suite 104, Hamden, CT 06518. We will acknowledge receipt of your complaint form after you submit it. A Tradesmen’s customer relations agent will review and evaluate your complaint based on the information you have provided and information in the possession of the Tradesmen’s. The Formal Complaint Process is completed when the Tradesmen’s responds to your complaint or forty-five (45) business days after the date we receive your complaint, whichever occurs first.
7.3. Arbitration: You agree to be bound by the Arbitration Agreement as provided in this Agreement.
8. Export: You acknowledge that the Product (including any data submitted by you in connection with the Product and any specific output generated by the Product) is subject to the export control laws and regulations of the U.S. and other applicable countries and you agree that you will abide by those laws and regulations. Under U.S. export control laws and regulations, the Product may not be downloaded or otherwise exported, re-exported, or transferred to restricted countries, to restricted end users or for restricted end uses. You represent, warrant and covenant that you (a) are not located in, or a resident or a national of, a restricted country; (b) are not on any of the U.S. government lists of restricted end users; (c) will not, unless otherwise authorized under U.S. export control regulations, use the Product in any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications; and (iv) will not use the Product to disclose, transfer, download, export, or re-export, directly or indirectly, any of your content or output generated by the Product, third party content, or any other content or material o any country, entity, or party that is ineligible to receive such items under the applicable export control laws or regulations to which you may be subject. You understand that the requirements and restrictions of the export control laws as applicable to you may vary depending on your location and the type of Product provided under this Agreement and may change over time.
9. Termination: The license is effective until terminated by you or Publisher. Your rights under this license will terminate automatically without notice from the Publisher upon the termination of your subscription with The Tradesmen’s or if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Product and destroy all copies, full or partial, of the Product.
10. general: If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforce ability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. This Agreement will be governed by and construed in accordance with the laws of the State of California (and, to the extent controlling, the federal laws of the United States, without reference to the conflicts-of-laws rules there of). The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to (and are excluded from the laws governing) this Agreement. Your use of the Product may also be subject to other local, state, national, or international laws. This Agreement constitutes the entire agreement between Publisher and you with respect to the Product and may not be modified except by a written instrument executed by you and an authorized representative of Publisher.
10.1 Entire Agreement: This Agreement, any amendment and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and the Tradesmen’s as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), between you and the Tradesmen’s. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
10.2 Assignment: We reserve the right to assign our rights without restriction, including without limitation to any Tradesmen’s affiliates or subsidiaries, or to any successor in interest of any business associated with the Tradesmen’s Services.In the event that the Tradesmen’s is acquired by or merged with at third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under this Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
10.3. Severability: If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforce ability of any other provision of this Agreement shall not be affected.
10.4. Survival: All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, the Tradesmen’s Account cancellation, debts owed to the Tradesmen’s, general use of the Tradesmen’s Site, disputes with the Tradesmen’s, and general provisions, shall survive the termination or expiration of this Agreement.
10.5. Governing Law: You agree that the laws of the State of Connecticut, without regard to principles of conflict of laws, will govern this Agreement and any Dispute, except to the extent governed by federal law.
10.6. Force Majeure: We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforce ability of any remaining provisions.
10.7. Non-Waiver of Rights: This Agreement shall not be construed to waive rights that cannot be waived under applicable laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
10.8. Relationship of the Parties: The Tradesmen’s is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and the Tradesmen’s, or authorize you to act as agent of the Tradesmen’s.
APPENDIX 1: Verification Procedures and Limits
The Tradesmen’s is required to identify users on our platform. This ensures we remain in compliance with KYC, AML and/or SDN laws in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer various services to our customers. The Tradesmen’s collects and verifies information about you in order to: (i) protect the Tradesmen’s and the community from fraudulent users; and (ii) to keep appropriate records of the Tradesmen’s customers.
All U.S. customers who wish to use the Tradesmen’s Services are required to establish a Tradesmen’s Account by:
Providingy our name, business name and valid email address, a password and your state of residence;
Certifying that you are 18 years or older;
SSN(or ID # from gov’t issued ID)
Explanation of activity
An accept able form of identification (i.e. passport, state driver's license, or state identification card); and Submit a picture of yourself or a selfie from your webcam or mobile phone.
APPENDIX 2: E-Sign Disclosure and Consent
This policy describes how the Tradesmen’s delivers communications to you electronically. We may amend this policy at any time by providing are vised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.
Electronic Delivery of Communications
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Tradesmen’s Account(s) and your use of the Tradesmen’s Services. Communications include:
Project details, history, transaction receipts, confirmations, and any other Account or transaction information;
Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
Responses to claims or customer support inquiries filed in connection with your Account.
We will provide these Communications to you by posting them on the Tradesmen’s Site, emailing them to you at the primary email address listed in your Tradesmen’s profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:
A Device with an Internet connection;
A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
A valid email address (your primary email address on file with the Tradesmen’s and Sufficient storage space to save past Communications or an installed printer to print them.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications by contacting us at https://www.thetradesmens.com/support. If you fail to provide or if you withdraw your consent to receive Communications electronically, the Tradesmen’s reserves the right to immediately close your Account or charge you additional fees for paper copies.
Updating your Information
It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if the Tradesmen’s sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect , out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, the Tradesmen’s will be deemed to have provided the Communication to you.
You may update your information by logging into your account and visiting settings or by contacting our support team at https://www.thetradesmens.com/support.
APPENDIX 3: ARBITRATION AGREEMENT
1.1.Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and the Tradesmen’s agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or of the Tradesmen’s Site, any Communications you receive, any products sold or distributed through the Tradesmen’s Site, the Services, or the User Agreement and prior versions of the User Agreement, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and the Tradesmen’s may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or the Tradesmen’s may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the User Agreement as well as claims that may arise after the termination of this User Agreement.
1.2.Waiver of Jury Trial. YOU AND TRADESMEN’S HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Tradesmen’s are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
1.3.Waiver of Class and Other Non-Individualized Relief. YOU AND THE TRADESMEN’S AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 1.8, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 1.8 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief),you and the Tradesmen’s agree that that particular claim or request for relief (and only that particular claim or request for relief)shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Connecticut. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or the Tradesmen’s from participating in a class-wide settlement of claims.
1.4. Rules and Forum. The User Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Formal Complaint Process described above does not resolve satisfactorily within forty-five (45) business days after receipt of your complaint form, you and the Tradesmen’s agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the "AAA Rules")then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). If you initiate the arbitration, you must provide the Tradesmen’s a copy of your Request by email at firstname.lastname@example.org or through the Tradesmen’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the email addresses associated with the applicable Tradesmen’s Account(s); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Formal Complaint Process as described above (if you are the party making the Request); and (5)evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a non frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and the Tradesmen’s otherwise agree, or the Batch Arbitration process discussed in subsection 1.8 is triggered, the arbitration will be conducted in the State of Connecticut. Disputes involving claims, counterclaims, or requests for relief under $25,000, not inclusive of attorneys’ fees and interest, will be conducted solely on the basis of documents you and the Tradesmen’s submit to the arbitrator. If your claim exceeds $25,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. In any case, you and the Tradesmen’s agree that we will not request more than three depositions per side in each arbitration or Batch Arbitration proceeding. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and the Tradesmen’s agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
1.5.Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Connecticut and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 1.8 is triggered, the AAA will appoint the arbitrator fo reach batch.
1.6.Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revoc ability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and Other Non-Individualized Relief, ”including any claim that all or part of the Section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgement on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator shall abide by the “Limitation of Liability” section of this User Agreement
1.7.Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose(as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or the Tradesmen’s need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Formal Complaint Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
1.8.Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and the Tradesmen’s agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against the Tradesmen’s by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process(“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by The Tradesmen’s.
You and The Tradesmen’s agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and(2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
1.9.Modification. Notwithstanding any provision in this User Agreement to the contrary, we agree that if the Tradesmen’s make any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Tradesmen’s Site and/or Services, including the acceptance of products and services offered on the Tradesmen’s Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.