Effective: December 15th, 2014
Updated: September 13th, 2020
This Agreement constitutes a legal agreement between you ("user", "you", "pros" or "team member") and Allsup LLC d/b/a The Allsup Company, and its affiliates, parents, and subsidiaries (collectively, "The Allsup Company", "us" “we”, “us” or “our”). This Agreement governs your use of our services and platform that facilitates communications between Users and pros offered through our website located at www.allsupcompany.com, as it may be modified, relocated, and/or redirected from time to time (the "Site"), and the mobile applications offered by us (the "Apps"). Our services, platform, Site, and Apps are collectively referred to as the "The Allsup Company Platform".
By accessing, using, or registering with The Allsup Company Platform or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If you do not agree to accept and be bound by this Agreement, you must immediately stop using The Allsup Company Platform. The Allsup Company acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement.
By using The Allsup Company Platform, you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have the authority to act on behalf of that entity and to bind that entity to this Agreement.
• Your agreement that either party may compel binding arbitration for most types of disputes, and your agreement to submit to an informal dispute resolution process for at least 30 days prior to the initiation of any claim (Section 19).
• Your agreement that no claims can be adjudicated on a class basis (Section 19).
• Your agreement that The Allsup Company Platform is provided "as is" and without warranty (Section 17).
• Your agreement that The Allsup Company Platform is a communications platform providing a method for Professional Services to be booked, that all Professional Services are performed by third parties, and that The Allsup Company has no liability for any Professional Services or any acts or omissions of third parties (Sections 1 and 17), with the exception of The Allsup Company Happiness Guarantee (Section 3(d)).
• Your acknowledgment of and agreement to pay The Allsup Company Trust and Support Fee that will be applied to each appointment of a Professional Service paid through The Allsup Company Platform (Section 3(f)).
• Your acknowledgment of and agreement to The Allsup Company dormant account service fees (Section 3(i)).
• Your acknowledgment of and agreement to The Allsup Company cancellation policies and cancellation fees (Section 4(e)).
• If you enroll in a Recurrent Service, a Minimum Commitment Plan, and/or The Allsup Company Select membership under these Terms, your agreement that your plan and/or membership will automatically renew after an initial term if you do not cancel in accordance with these Terms (Section 3(c), Sections 4(d)-(f)).
• Your agreement to release The Allsup Company from liability based on claims relating to Services and otherwise (Section 17) and your agreement to the limitation of time within which a claim can be brought (Section 22).
• Your agreement to indemnify The Allsup Company from claims due to your use, misuse, or inability to use The Allsup Company Platform, the Merchandise and/or Professional Services, your violation of this Agreement, applicable laws or third party rights, and/or content or information submitted from your account to The Allsup Company Platform (Section 18).
• The Allsup Company's sole liability with respect to disputes between Users and Pros are set forth in the Allsup Happiness Guarantee (Section 3(d)). Home Improvement Referrals (as described in Section 3(g)) are NOT covered by the Allsup Happiness Guarantee.
• Your agreement that the Allsup Happiness Guarantee is limited to only Payments paid by Requesters through the Allsup Platform for Professional Services booked and paid through The Allsup Company Platform, and does NOT apply to Home Improvement Referrals or any Professional Services obtained from such Home Improvement Referrals.
1. The Allsup Company Platform is Solely a Venue for Communications; Background Checks.
a. The Allsup Company Platform is Solely a Venue for Communications. The Allsup Company Platform is a communications platform for enabling the connection between individuals seeking to obtain services ("Requesters") and/or individuals and entities seeking to provide services ("Professionals"). Requesters and Professionals together are referred to as "Users". Those certain services requested by the Requesters, which are to be completed by the Professionals, are hereinafter referred to as "Professional Services". Professional Services also include Professional Services that are requested through Home Improvement Referrals, which are described further in Section 3(g) below. The Professional Services may include the delivery, installation, and/or assembly of furniture and/or other services obtained through The Allsup Company Platform or from a third party ("Merchandise"), but shall not be deemed to include the Merchandise itself. The Allsup Company does not itself provide Professional Services or Merchandise. The provision of all Professional Services is up to the Professionals, which may be scheduled through the use of the Allsup Company Platform. The Allsup Company, THROUGH THE ALLSUP COMPANY, OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH PROFESSIONAL SERVICES AND/OR MERCHANDISE, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SUCH PROFESSIONAL SERVICES OR MERCHANDISE ITSELF OR ACT IN ANY WAY AS A RETAILER OR MANUFACTURER, OR AS A CLEANING, HANDYMAN, OR OTHER HOME-RELATED OR MOVING-RELATED SERVICE PROVIDER, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY PROFESSIONAL SERVICES AND/OR MERCHANDISE PROVIDED TO THE REQUESTER, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. THE ALLSUP COMPANY IS NOT AFFILIATED WITH, ENDORSED, OR SPONSORED BY ANY THIRD-PARTY MERCHANDISE PROVIDER OR RETAILER.
b. Background Checks and Licensing. THE ALLSUP COMPANY CHECKS THE BACKGROUNDS OF PROFESSIONALS VIA THIRD-PARTY BACKGROUND CHECK SERVICES; PROVIDED, HOWEVER, FOR PROFESSIONALS THAT ARE REQUESTED THROUGH HOME IMPROVEMENT REFERRALS AND FOR PROFESSIONALS THAT ARE ENTITIES THE BACKGROUND CHECK IS LIMITED TO THE OWNER/PRINCIPAL OF THE COMPANY. However, each Requester should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know. Certain states may require state-level licensing for projects above specified dollar amounts. We recommend you confirm these licensing requirements with the business and the applicable state and local licensing authorities. In some states, licensing may be required by the county or local authority in which the work is being performed. We recommend you confirm these licensing requirements before proceeding with your project. We always recommend that you ask the Professional to provide you with a copy of their license. THE ALLSUP COMPANY PERFORMS SCREENING SOLELY AT THE TIME THE PROFESSIONAL APPLIES TO REGISTER ON THE ALLSUP COMPANY PLATFORM. THE ALLSUP COMPANY CAN NOT AND DOES NOT WARRANT OR REPRESENT THAT A PROFESSIONALS' PROFILE AND BACKGROUND CHECK SCREENING INFORMATION IS UP TO DATE. THE ALLSUP COMPANY IS UNDER NO OBLIGATION TO UPDATE A PROFESSIONAL'S BACKGROUND CHECK OR PROFILE. BY USING THE ALLSUP COMPANY PLATFORM, THE REQUESTER AGREES TO HOLD THE ALLSUP COMPANY FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE PROFESSIONAL SERVICES. THE ALLSUP COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROFESSIONALS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH ANY PROFESSIONAL SERVICES.
2. Personal Information; User Accounts.
b. Account, Password, and Security. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password, and account provided by you or us for accessing the Allsup Company Platform. You are solely and fully responsible for all activities that occur under your password or account, except that The Allsup Company may, in certain circumstances, access your account to make changes that you request, such as rescheduling a service appointment. The Allsup Company has no control over the use of any User's account by the User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at www.allsupcompany.com/help. Nothing in this section shall affect The Allsup Company's rights to limit or terminate the use of the Allsup Company Platform, as provided below in section 4(b).
c. Proof of Identity. You will provide us with such proof of identity as we may reasonably request from time to time.
d. Text Messages and Phone Calls. By using the Allsup Company platform, you expressly consent and agree to accept and receive communications from us, including via fax, text (SMS) messages, calls, push notifications and other reasonable means at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, in order that we may provide the services set forth on the Allsup Company Platform, to service your account, to reasonably address matters pertaining to your account, including but not limited to notifying you of, or confirming, appointments that you have scheduled, or for other purposes reasonably related to your service request and our business, including marketing-related emails. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. By consenting to being contacted by The Allsup Company, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages, sent by or on behalf of The Allsup Company, its affiliates, subsidiaries, parents and/or Users/Professionals, including but not limited to: operational communications concerning your account or use of the Allsup Company Platform or Services, updates concerning new and existing features on the Allsup Company Platform, communications concerning promotions run by us, and news concerning The Allsup Company and industry developments. For certain Professional Services, you also expressly authorize The Allsup Company to send you an automated prerecorded call confirming your Professional Services request, along with calls from up to four Professionals that can help you with your request to the landline or mobile phone number you provided, and you understand that either The Allsup Company or the Professionals may use automated phone technology (including auto-dialed and prerecorded messages) to call you and that your consent is not required to purchase products or services. You agree that by using the Allsup Company Platform and requesting Professional Services, you are entering into a business relationship with The Allsup Company and/or Professionals and thus agree to be contacted by The Allsup Company and/or Professionals. You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Allsup Company Platform or the Services. If a contact number you have provided to us is no longer your number, you agree to notify us promptly that you can no longer be reached at that number. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by us as described in this Section. You agree that all consents provided in this Section will survive the cancellation of your account. You may opt out of receiving promotional or marketing texts or calls from The Allsup Company at any time. You may opt out of receiving all text (SMS) messages from The Allsup Company (including informational or transactional messages) by replying with the word "STOP" to a text message from us; however, you acknowledge that opting out of receiving all texts may impact your use of the Allsup Company Platform or the Services. You also acknowledge that The Allsup Company or its third-party service providers may record customer service calls after notice to you and with your consent, in order to assist you when you contact our customer support services. You agree to The Allsup Company's use of a service provider to mask your telephone number when you call or exchange text (SMS) messages with a Professional or Requestor using a telephone number provided by The Allsup Company. During this process, The Allsup Company and its service provider will receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties' phone numbers, and the content of the text (SMS) messages. You agree to the masking process described above and to The Allsup Company's use and disclosure of this call data for its legitimate business purposes.
TO KNOWINGLY INPUT FALSE INFORMATION, INCLUDING BUT NOT LIMITED TO NAME, PHONE NUMBER, ADDRESS OR E-MAIL ADDRESS IS A VERY SERIOUS AND FRAUDULENT MATTER THAT COULD RESULT IN SIGNIFICANT COSTS AND DAMAGES INCLUDING INVASION OF PRIVACY RIGHTS, TO THE ALLSUP COMPANY AND THE PROFESSIONALS, AND TO CONSUMERS, AS WELL AS THE LOSS OF TIME, EFFORT AND EXPENSE RESPONDING TO AND PURSUING SUCH FALSE INFORMATION AND REQUEST, AND FURTHER, COULD RESULT IN REGULATORY FINES AND PENALTIES. ACCORDINGLY, IF YOU KNOWINGLY INPUT FALSE INFORMATION IN A SERVICE REQUEST, INCLUDING BUT NOT LIMITED TO SOMEONE ELSE'S NAME, E-MAIL ADDRESS, PHYSICAL ADDRESS OR PHONE NUMBER OR A RANDOM OR MADE UP NAME, ADDRESS, E-MAIL OR PHONE NUMBER YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HANDY AND EACH PROFESSIONAL WHO PROVIDES SUCH PROFESSIONAL SERVICES, FOR THE GREATER OF: (1) A MINIMUM AMOUNT OF $11,000 TO EACH OF THE ALLSUP COMPANY AND EACH OF THE AFFECTED PROFESSIONALS AND FOR EACH OF THE ACTUAL PERSON(S) AFFECTED BY ANY OF THE IMPROPER, INCORRECT OR FRAUDULENT INFORMATION YOU ENTER (FOR EXAMPLE THE ACTUAL OWNER OF THE E-MAIL ADDRESS OR PHONE NUMBER, ETC.), PER IMPROPER SUBMISSION, PLUS ANY ATTORNEYS FEES COSTS AND EXPENSE RELATING THERETO, IF APPLICABLE, OR (2) THE ACTUAL DAMAGES, DIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH INTENTIONAL, MISLEADING, HARMFUL AND FRAUDULENT ACTIVITY, PLUS REASONABLE LEGAL FEES, COST AND EXPENSES RELATING THERETO, WHICHEVER IS GREATER.
e. Emails. The Allsup Company may send you a confirmation and other transactional emails regarding the Professional Services. The Allsup Company and its affiliates, subsidiaries, parents may also send you emails about other services that we think might interest you ("Promotional Emails"). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.
3. Payments; Recurring Services and Recurring Charges; Allsup Company Happiness Guarantee; Claims; Dormant Account Service Charge.
a. Payments. Users of The Allsup Company Platform contract for Professional Services directly with other Users. The Allsup Company is not a party to any contracts for Professional Services. The Allsup Company Platform facilitates these contracts by supplying a medium through which Requesters can connect with Professionals, schedule certain Professional Services, and make payments for certain Professional Services ("Payments"). Requesters are obligated to pay in advance for those Professional Services and/or Merchandise they order through The Allsup Company Platform. Prior to the scheduled Professional Service, we will charge the Requester's credit card according to the amount the Requester has agreed to on The Allsup Company Platform with respect to those Professional Services and/or Merchandise the Requester has ordered and for all purchases and payments for reimbursement costs, fees, expenses or applicable taxes associated with a Professional Service as well as the Trust and Support Fee (as defined in 3(f) below), and the Requester hereby authorizes us to charge the credit card on file in the Requester's The Allsup Company account for such amounts. We will use third-party services to process credit card information. By accepting this Agreement, you are giving The Allsup Company (or a third-party payment processor on The Allsup Company's behalf) permission to charge your on-file credit card, debit card, or other approved methods of payment for fees that you owe The Allsup Compan. Depending on the transaction you selected or services requested, The Allsup Company may charge you on a one-time or recurring basis. All information you provide in connection with a purchase or transaction or other monetary transaction interaction with the Professional Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with The Allsup Company at the prices in effect when such charges are incurred. In our sole discretion, we retain the right to place a hold on the Requester's credit card for an ordered or completed Professional Service transaction. Seventy-two (72) hours after a Professional Service is completed, we will mark the Professional Service as closed if there is no complaint by the Requester. If the Requester has agreed with the Professional to extend or reduce the hours in or to reschedule a requested Professional Service, the Requester bears the responsibility for notifying The Allsup Company. Requesters must notify The Allsup Company either by changing the date or hours of the requested Professional Service through The Allsup Company Platform or by visiting The Allsup Company Help Center at www.allsupcompany.com/help. Except for Professional Services requested through Home Improvement Referrals, all Payments by Requesters must be made through The Allsup Company Platform. Any Professional Services that are requested through Home Improvement Referrals, any Payments paid, or any Professional Services scheduled or obtained outside of The Allsup Company are not subject to our Allsup Company Happiness Guarantee in Section 3(d). Except for The Allsup Company Happiness Guarantee in Section 3(d), and the Refund Policy in Section 3(e), no refunds or credits will be provided once the Requester's credit card has been charged, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors we have made. While we will use commercially reasonable efforts to ensure the security of all credit cards and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom. Requesters will be liable for all transaction taxes on the Professional Service(s) provided (other than taxes based on The Allsup Company income). If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to The Allsup Company or third parties, then The Allsup Company may withhold any payments to you for as long as we determine any related risks to The Allsup Company or third parties persist. For any amounts that we determine you owe us, we may (i) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (ii) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (iii) reverse any credits to your bank account; or (iv) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate this Agreement, then we may, in our sole discretion, permanently withhold any payments to you.
b. Job Rate. The rate per hour for a Professional Service ("Job Rate") depends on factors, such as location and how frequently a Recurrent Service is ordered, and payment terms may increase. Therefore, the same Professional Service may cost more in a different location or if the Professional Service is ordered less frequently. However, you will be notified prior to any such payment increase with sufficient notice to enable you to cancel the Recurrent Service as set forth herein.
c. The Allsup Company Happiness Guarantee.
i. The Allsup Company Happiness Guarantee provides certain limited additional protections for Professional Services. Pursuant to The Allsup Company Happiness Guarantee and subject to the below exclusions and the terms and conditions and limitations herein, The Allsup Company will compensate Requesters the lowest amount of: (a) subject to the exclusions below, up to USD $2,500 per occurrence for losses arising from property damage as a direct result of the negligence of a Professional during the performance of a Professional Service or (b) up to USD $1,000 for losses arising from damage to floors and items containing granite, marble or any other stonework as a direct result of the negligence of a Professional during the performance of a Professional Service the amount shall be limited to up to USD $1,000; or (c) up to USD $2,500, in the aggregate, for losses arising from the theft of a Requester's property by a Professional during the performance of a Professional Service. The Service Requester is eligible for The Allsup Company Happiness Guarantee provided that the Requester reports the issue within seventy-two (72) hours of the Professional Service appointment to our Requester service by visiting The Allsup Company Help Center at www.allsupcompany.com/help. If the Service Requester does not report the issue within seventy-two (72) hours of the Professional Service appointment, the claim is ineligible for The Allsup Company Happiness Guarantee. For Recurring Services, each Professional Service is treated as a separate occurrence.
ii. If you carry insurance that would cover you in the event of a claim, such as renter's insurance, homeowner's insurance, automobile insurance, or an umbrella policy ("Personal Insurance"), You agree that your Personal Insurance is primary and The Allsup Company Happiness Guarantee is secondary. The Allsup Company Happiness Guarantee will only compensate for losses to the extent not otherwise covered by your Personal Insurance and only as permitted herein.
iii. A Requester will be covered under The Allsup Company Happiness Guarantee for a Professional Service, subject to the exclusions in subsection (v) below, provided:
• The Professional Service is agreed to between a Requester and a Professional using The Allsup Company Platform, performed by the Professional hired by the Requester and paid for in full through The Allsup Company Platform;
• The Requester has not violated this Agreement;
• The Requester has reported the claim within 72 hours of the Professional Service;
• The Requester's Allsup account is in good standing with no outstanding balances owed to The Allsup Company;
• The Requester has identified fragile and other breakable items and communicated the location and identity of those items to the Professional prior to the start of the Professional Service; and
• The Requestor has accounted for and secured all valuables prior to the start of a Professional Service.
iv. What is excluded from The Allsup Company Happiness Guarantee? "The Allsup Company Happiness Guarantee" does not cover the following:
• Professional Services that are requested through Home Improvement Referrals;
• Any Professional Service that is not booked and paid for directly on The Allsup Company Platform;
• losses arising out of acts of nature, including, but not limited to, pollution, earthquakes, and weather-related events such as hurricanes and tornadoes;
• losses arising out of interruption of business, loss of market, loss of income, and/or loss of use;
• losses for property damage and theft exceeding the original value and/or replacement value for such property, less any standard depreciation;
• losses arising from the acts or omissions of a Requester or third party;
• losses arising from the negligence or misconduct of a third party;
• losses arising from a manufacturer's or a product's defects;
• losses from pre-existing damages or conditions of the item or property;
• losses arising from items supplied by the Requester or due to Requester recommendations (e.g., if a manufacturer recommends affixing furniture to a wall and a Requester declines to have furniture affixed, etc.);
• losses arising from flooding and/or water damage, including mold, fungi, or bacteria;
• losses arising from products containing hazardous or harmful materials, acts of terrorism, product liability, or pollution;
• losses of cash, third-party gift cards, and securities;
• losses as a result of an intentional wrongful act by a Professional;
• losses arising from normal wear and tear;
• losses for items that retain their functionality; (e.g., minor cosmetic damage, ordinary wear, and tear, a t.v. that has a scratch on the bezel);
• losses for fine arts, which includes but is not limited to paintings, etchings, printed photos, pictures, tapestries, rare or art glass, art glass windows, valuable rugs, statuary, sculptures, antique furniture, antique jewelry, bric-a-brac, porcelains, antique automobiles, coins, stamps, other collectibles, collections, furs, jewelry, precious stones, precious metals, and similar property of rarity, historical value;
• losses for damage beyond the specific damaged area (e.g., should flooring sustain damage, any loss is limited to the replacement cost of the square footage that was damaged after deducting for obsolescence and physical depreciation);
• loss of use damages, including without limitation, loss of use such as property, furniture, and the costs of any storage, movement, and insurance of furniture in connection with loss of use;
• losses excluded pursuant to Section 17 of the Agreement;
• losses based on sentimental and/or undocumented intangible value;
• losses or damages associated with the unauthorized acquisition of, access to, destruction of, and/or loss of electronic data, including but not limited to films, records, manuscripts, drawings or photographs, data, information, audio or video recordings, files, facts, programs or other materials stored as or on, created or used on, or transmitted to or from, computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices, cloud storage, or any other media which are used with electronically-controlled equipment;
losses related to repairs outside of the area where the Professional Services were performed;
• losses of pets, personal liability, or damage to shared or common areas;
• losses arising from shipping costs and/or shipping of replacement items and/or taxes incurred in purchasing the original and/or replacement items;
• losses of theft without a valid police report, if requested by The Allsup Company; and losses with insufficient documentation; and
• losses occurring after, or unrelated to, the performance of a Professional Service;
• losses involving products or services, or uses of either, that are prohibited by law;
• losses due to unforeseeable or latent defects in the premises;
• losses related to services not explicitly booked through The Allsup Company Platform; and
• losses reported by third parties
v. How do I submit a Claim?
First, a claim report must be made within 72 hours from when the Professional Service occurs. After the first report, you will be asked to complete the full claim form within seven days of receipt. If you do not complete the claim form in its entirety within 7 days of receipt, your claim will no longer be eligible for The Allsup Company Happiness Guarantee. We urge you to read through these terms and conditions before submitting a claim. All claims will be reviewed on a case-by-case basis. During The Allsup Company claims assessment process, you may be required to provide written detailed: (1) proof of ownership of the damaged/missing item; (2) proof of the value of the damaged/missing item; and (3) proof of damage or loss. If such information is requested, you will have 30 days from the date of the request to send The Allsup Company the requested information. If you fail to provide the requested information within the 30 days and/or fail to contact The Allsup Company to arrange for an extension of time, Your claim will be considered closed and no longer eligible for the Allsup Company Happiness Guarantee. You also agree to: (A) protect and preserve any damaged property that is the basis of a claim from further damage; (B) assist and allow The Allsup Company or its insurers access to inspect and make copies, photographs, and recordings of anything relating to the claim; (C) accept repairs and/or remediation by a Professional; (D) accept a replacement only if repairs are proven not to be an option; (E) submit requested materials by the dates outlined by the Allsup Company resolutions team; and (F) accept a replacement item subject to the standard depreciation of that item. If any part of Your claim is approved, then as a condition to any payment to You under The Allsup Company Happiness Guarantee, You will be required to execute and deliver to The Allsup Company the release agreement within 14 days of receipt of the release agreement from The Allsup Company, and assign to The Allsup Company or its insurer any rights and remedies you may have to recover amounts paid to you with respect to an approved claim from any party that is financially responsible for the approve claims and any rights in any property that is recovered. The release agreement shall be rescinded and considered null and void if not signed and returned to The Allsup Company within 14 days of Your receipt, and the claim shall no longer be eligible for The Allsup Company Happiness Guarantee.
d. The Allsup Company Services Refund Policy.
i. If you decide that you do not want the Service before your merchandise has been unpacked or opened, the Merchandise is broken, defective or otherwise damaged, or if the Merchandise you ordered does not fit into your home or your building refuses entry, you should contact the third party manufacturer or distributor, as applicable, of the Merchandise for a potential refund; provided, however, that The Allsup Company shall not refund the cost of the Professional Services. The Allsup Company shall not be responsible for any payment to you if you are unable to obtain a refund or replacement for the Merchandise from the third-party manufacturer or distributor, as applicable, of the Merchandise.
ii. If any Merchandise is broken only in the course of performing the Professional Services, The Allsup Company will remove and replace the broken Merchandise (or, where applicable, the broken component of the Merchandise) and re-perform the applicable Professional Services at no additional cost to you (provided, however, that The Allsup Company shall not refund the cost of the Merchandise or refund the cost of the Professional Services, except as outlined in 3(c) above).
e. Trust and Support Fee The Allsup Company may assess an additional "Trust and Support Fee" to support The Allsup Company Platform, including costs related to background checks, insurance, customer support, and related services provided to you by The Allsup Company Platform. The Trust and Support Fee will be applied to each Professional Service appointment requested through The Allsup Company (e.g., if you requested a Recurring Service, a Trust and Support Fee may be assessed on each Recurrent Service appointment). The amount of the Trust and Support Fee may vary but shall be retained by The Allsup Company in its entirety.
f. ProFinder. Upon entering your information and the request for which you would like a Professional, we will attempt to match you with up to four Professionals in your area who may be interested in fulfilling your service need. However, we do not guarantee that we will be able to match your service needs with a Professional or that there are Professionals in your area that are either capable or willing to complete your service needs.
ii. Instant Connect. Professional by phone immediately. If you request, we will search for a Professional and connect you with them by phone.
iii. For the Professionals that provide Professional Services that are requested through Home Improvement Referrals, we make no guarantees, warranties, or representations regarding the skills or undertakings of such Professional or the quality of the job that he or she may perform for you if you elect to retain their services. We do not endorse or recommend the services of any particular Professional. It is entirely up to you to evaluate the Professional and the Professional's qualifications and enter into a direct contract or otherwise reach an agreement with a Professional. We do not guarantee or warrant any Professional's performance on the job or the outcome or quality of the services performed. The Professionals are not employees or agents of The Allsup Company, nor is The Allsup Company, an agent of the Professionals.
iv. We may inform you of certain offers or discounts provided by a Professional that provides the Professional Services that are requested through Home Improvement Referrals. Such offers or discounts are made solely by the Professional, and we do not guarantee or warrant the pricing or discounts that a Professional may offer you. Any quotes provided by Professionals for Professional Services that are requested through Home Improvement Referrals are not contractually binding offers, are for informational purposes only, and cannot be accepted on or via us. No contractual arrangement is created based upon the quotes provided to you from Professionals (or your scheduling of an appointment with a Professional) via us for Professional Services that are requested through Home Improvement Referrals. To contract with a professional, you must work directly with the Professional. We do not perform, and is not responsible for, any of the Services requested by you in your service request. Your rights under contracts you enter into with Professionals are governed by the terms of such contracts and by applicable federal, state, provincial, and local laws. We are not a party to such agreements. All payments and applicable taxes must be made to the Professional in accordance with the agreements.
g. Dormant Account Service Charge. An account is considered dormant/inactive if it has had no activity for a period of six (6) months. The activity would include applying any portion of a credit balance to pay for Professional Services. Where permitted by applicable law, a dormant account fee of up to $10 is assessed monthly until the account is reactivated or the balance has reached zero. To reactivate your account, please visit The Allsup Company Help Center at www.allsupcompany.com/help.
4. Term and Termination; Cancellation of Professional Services; Minimum Commitment Plan with Automatic Renewal; Membership with Automatic Renewal; Survival.
a. Term. This Agreement shall continue in full force and effect until such time as it is terminated by you or by us.
b. Termination by The Allsup Company. We may terminate this Agreement or terminate or suspend your right to use The Allsup Company Platform at any time for any or no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on The Allsup Company Platform, or if we otherwise find that you have engaged in inappropriate and/or offensive behavior (collectively, "Prohibited Conduct") by providing you with written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice. Except in the event that we terminate or suspend your right to use The Allsup Company Platform due to any Prohibited Conduct, we will refund in full any payments for Professional Services that have not been performed or completed. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress without limitation. When terminating your account, The Allsup Company may delete the account and all its information. You have no ownership rights to your account.
c. Termination by You. You may terminate this Agreement by completely and permanently ceasing to use The Allsup Company Platform (provided that there are no outstanding Professional Services ordered under your password or account) and by closing any account you have opened on The Allsup Company Platform. If you attempt to terminate this Agreement while there are still outstanding Professional Services ordered under your password or account, this Agreement shall not terminate until such Professional Services have been performed or otherwise canceled as permitted by The Allsup Company.
d. Policy for Service Cancellation by Professional. Except for Professional Services that are requested through Home Improvement Referrals, when a Professional cancels a scheduled Professional Service appointment, The Allsup Company Platform generally notifies the Requester and makes the Requester's Professional Service request available for another Professional to select. However, The Allsup Company cannot guarantee that a canceled Professional Service appointment will be selected by another Professional and rescheduled or that the Professional Service request will be completed. For Recurrent Service Requesters, if a Professional Service appointment is canceled by a Professional, Requester will not be charged for that Professional Service appointment. Except for Professional Services that are requested through Home Improvement Referrals, Professionals who cancel a scheduled Professional Service appointment may incur fees as provided in the Service Agreement.
6. Submission Areas. The Allsup Company Platform may contain blogs, message boards, applications, opportunities to provide reviews, job postings, chat areas, news groups, forums, communities, and/or other message or communication facilities that allow Users to communicate with other Users and with The Allsup Company (collectively, "Submission Areas"). Some areas in the Submission Areas within The Allsup Company Platform will be public, and The Allsup Company will not be responsible for any information or materials posted in such public areas. The Allsup Company may, in its discretion, publicly post submissions you submit to a non-public area of The Allsup Company Platform. You may only use Submission Areas to send and receive messages and material that are relevant and proper to the applicable forum and that comply with this Agreement. "Your Information" is defined as any information and materials you provide to us or other Users in connection with your registration for and use of The Allsup Company Platform, including, without limitation, information and materials that are posted or transmitted for use in Submission Areas. You are solely responsible for Your Information, and we are merely a passive conduit for your online distribution and publication of Your Information. You hereby represent and warrant that Your Information: (a) will comply at all times with this Agreement, including but not limited to Section 7 (Rules for Use of The Allsup Company Platform) below and with Section 2 (Personal Information; User Accounts) above; and (b) will not create liability for us or cause us to lose (in whole or in part) the services of our Internet Service Providers (ISPs), customers, or other partners or suppliers. You hereby grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute all of Your Information that is posted to Submission Areas from or through your account on The Allsup Company Platform, including but not limited to all images, videos, musical works and text included in such postings and to such other persons and/or entities as The Allsup Company may designate. The rights you grant in this license are for the limited purpose of operating, advertising, marketing, promoting, and improving The Allsup Company Platform. We reserve the right to remove postings from Submission Areas in our sole discretion.
7. Rules for the use of The Allsup Company Platform. During the term of this Agreement, Requesters may use The Allsup Company Platform for your personal use only (or for the use of a person, including a company or other organization that you validly represent). Requesters may use The Allsup Company Platform to request Professional Services solely with respect to a location where the Requester is legally authorized to have Professional Services performed. Requesters may not use The Allsup Company Platform for any other purposes or in connection with any commercial endeavors whatsoever without our express prior written consent. Requesters agree that an order for Professional Services is an offer, which is only accepted when the Requester receives a confirmation of the order. Requesters agree to treat Professionals courteously and lawfully, provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and provide reasonable co-operation to Professionals to enable them to supply Professional Services. Requesters agree to comply with our complaint and other policies designated on the Site. Requesters acknowledge that their selected Professional may be unavailable from time to time. Professionals agree to provide Professional Services in accordance with all applicable laws and regulations and with the Service Agreement. You shall NOT use The Allsup Company Platform (including but not limited to any Submission Areas) to do any of the following:
a. Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's
b. Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.
c. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other Users.
d. Post a review or rating unless such review or rating contains your independent, honest, genuine opinion.
e. Use The Allsup Company Platform or any Professional Service for any purpose or manner that violates local, state, national, or international law.
f. Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening, or unlawful topics, names, materials or information, or any materials, information, or content that involve the sale of counterfeit or stolen items.
g. Advertise or offer to sell any goods or services for any commercial purpose or solicit employment or contract work that is not relevant to services offered through the Allsup Company Platform. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to Professional Services facilitated through The Allsup Company Platform without express written permission from us.
h. Use the Allsup Company Platform to collect usernames and/or email addresses of members electronically or without our express prior written consent.
i. Conduct or forward surveys, contests, pyramid schemes, or chain letters.
j. Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.
k. Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
l. Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through The Allsup Company Platform, or post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
m. Restrict or inhibit any other user from using and enjoying The Allsup Company Platform.
n. Imply or state that any statements you make are endorsed by us without our prior written consent.
o. Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with The Allsup Company Platform, its servers or any connected networks, use a robot, spider, manual, and/or automatic processes or devices to data-mine, data-crawl, scrape or index The Allsup Company Platform in any manner, or attempt to do any of the foregoing.
p. Remove or alter, visually or otherwise, any copyrights, trademarks, or proprietary marks and rights owned by us.
q. Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorse, condones or promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group of individuals.
r. Upload content that provides materials or access to obscene, adult, or sexual or exploits anyone, particularly people under the age of 18, in an abusive, violent or sexual manner.
s. Register to use The Allsup Company Platform under different usernames or identities after your account has been suspended or terminated.
t. Mirror or archive any part of The Allsup Company Platform or any content or material contained on The Allsup Company Platform without The Allsup Company written permission.
u. Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message.
v. Alter transmission data without The Allsup Company consent
w. Purchase Merchandise for the purposes of reselling it.
8. No Employment. The Allsup Company provides a software platform that allows you to connect with independent Professionals. The Allsup Company is not the employer of any Professional. You acknowledge that we do not supervise, direct, or control a Professional's work or Professional Services performed in any manner. A Professional provides services to you as an independent contractor and is not an employee, joint venture, partner, agent, or franchisee of The Allsup Company for any purpose whatsoever.
9. Intellectual Property Rights. The Allsup Company Platform, and the information, data, content, and materials that it contains ("The Allsup Company Materials"), are the property of The Allsup Company and/or its affiliates, subsidiaries, parents, and licensors, excluding User-generated content, which The Allsup Company has a right to use as described below. The Allsup Company Materials are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. The Allsup Company and/or its affiliates, subsidiaries, parents, and licensors are and shall continue to be the sole and exclusive owner of all right, title, and interest in and to all intellectual property rights associated with The Allsup Company Materials. Any use of The Allsup Company Materials, other than as expressly permitted herein, is prohibited without the prior permission of The Allsup Company and/or the relevant right holder. The service marks and trademarks of The Allsup Company, including without limitation AllsupCompany.com, MAAsemmblyServices.com, and The Allsup Company logo, are service marks owned by The Allsup Company. Any other trademarks, service marks, logos, and/or trade names appearing on The Allsup Company Platform are the property of their respective owners. You may not copy or use any of the marks, logos, or trade names appearing on The Allsup Company Platform without the express prior written consent of the owner.
10. Modifications to The Allsup Company Platform. We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, The Allsup Company Platform or any content or information on The Allsup Company Platform with or without notice. We will not be liable to any party for any modification or discontinuance of The Allsup Company Platform.
11. Confidentiality. The term "Confidential Information" shall mean any and all of The Allsup Company trade secrets, confidential and proprietary information, personal information, and all other information and data of The Allsup Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. The Allsup Company Platform contains secured components that are accessible only to those who have been granted a username and password by The Allsup Company. Information contained within the secure components of The Allsup Company Platform is confidential and proprietary. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of The Allsup Company and agree that you will not use Confidential Information other than as necessary for you to make use of The Allsup Company Platform as expressly permitted by this Agreement and only during the term of this Agreement. You will not disclose or transfer (or seek to induce others to disclose or transfer) any Confidential Information for any purpose. You shall promptly notify The Allsup Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall implement reasonable technical, physical, and administrative safeguards to protect Confidential Information from loss or theft and unauthorized access, disclosure, copying, transfer, modification, or use. You shall return all originals and any copies of any and all materials containing Confidential Information to The Allsup Company upon the termination of this Agreement for any reason whatsoever.
12. Disclaimer of Warranties; Limitation on Liability.
a. USE OF THE ALLSUP COMPANY PLATFORM IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ALLSUP COMPANY PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE ALLSUP COMPANY NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES, OR LICENSORS WARRANT THAT THE ALLSUP COMPANY PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE ALLSUP COMPANY PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY PROFESSIONAL'S REGISTRATION, PROFESSIONAL ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ALLSUP COMPANY PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROFESSIONAL SERVICES, ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE ALLSUP COMPANY PLATFORM OR THIS AGREEMENT. ACCESS TO THE ALLSUP COMPANY PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER THE ALLSUP COMPANY NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES, OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE ALLSUP COMPANY PLATFORM (INCLUDING BUT NOT LIMITED TO THE CONDUCT OF ANY REQUESTERS OR PROFESSIONALS). NEITHER THE ALLSUP COMPANY NOR ITS AFFILIATES, PARENTS, SUBSIDIARIES, OR LICENSORS WARRANT THAT THE ALLSUP COMPANY PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. THE ALLSUP COMPANY AND ITS AFFILIATES, SUBSIDIARIES, PARENTS, AND LICENSORS CAN NOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED, OR USED BY OTHERS.
b. NO LIABILITY. YOU AGREE NOT TO HOLD THE ALLSUP COMPANY, ITS AFFILIATES, ITS PARENTS, ITS SUBSIDIARIES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, "MEMBERS") LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE ALLSUP COMPANY PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY THE ALLSUP COMPANY OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL THE ALLSUP COMPANY OR MEMBERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE ALLSUP COMPANY PLATFORM OR ANY PROFESSIONAL SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THE ALLSUP COMPANY HAPPINESS GUARANTEE, UNDER NO CIRCUMSTANCES WILL THE ALLSUP COMPANY OR MEMBERS BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE ALLSUP COMPANY PLATFORM OR ANY PROFESSIONAL SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. THE ALLSUP COMPANY AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE ALLSUP COMPANY PLATFORM, THE PROFESSIONAL SERVICES, THE MERCHANDISE, OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE ALLSUP COMPANY OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE LESSER OF (1) TOTAL FEES PAID BY YOU TO THE ALLSUP COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE. OR (2) THE AMOUNT EXPRESSLY PERMITTED UNDER THE ALLSUP COMPANY HAPPINESS GUARANTEE AS SET FORTH IN SECTION 3(c).
c. RELEASE. THE ALLSUP COMPANY AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE ALLSUP COMPANY PLATFORM. THE ALLSUP COMPANY PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. TO THE EXTENT THAT THE ALLSUP COMPANY PLATFORM CONNECTS A USER TO A THIRD-PARTY PROVIDER FOR THE PURPOSES OF PROVIDING OR OBTAINING MERCHANDISE HEREUNDER, THE ALLSUP COMPANY WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY, OR ABILITY OF ANY THIRD-PARTY PROVIDERS, AND YOU EXPRESSLY WAIVE AND RELEASE THE ALLSUP COMPANY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD-PARTY SERVICE PROVIDER. BECAUSE THE ALLSUP COMPANY IS NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN USERS OR IN THE COMPLETION OF ANY PROFESSIONAL SERVICE, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE THE ALLSUP COMPANY AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
d. ADDITIONAL DISCLAIMER. THE QUALITY OF THE PROFESSIONAL SERVICES AND/OR THE MERCHANDISE SCHEDULED, REQUESTED, OR OBTAINED THROUGH THE USE OF THE ALLSUP COMPANY PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE PROFESSIONAL WHO ULTIMATELY PROVIDES SUCH PROFESSIONAL SERVICES TO YOU AND/OR THE THIRD PARTY MERCHANDISE PROVIDER OR MANUFACTURER. YOU UNDERSTAND, THEREFORE, THAT BY USING THE ALLSUP COMPANY PLATFORM, YOU MAY BE EXPOSED TO PROFESSIONAL SERVICES AND/OR MERCHANDISE THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE, OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE ALLSUP COMPANY PLATFORM, AND SUCH PROFESSIONAL, AT YOUR OWN RISK.
NOTHING IN THIS AGREEMENT OR THE ALLSUP COMPANY PLATFORM CONSTITUTES OR IS MEANT TO CONSTITUTE ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER, YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.
BY USING THE ALLSUP COMPANY PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE ALLSUP COMPANY PLATFORM.
YOU ACCEPT THAT, AS A CORPORATION, THE ALLSUP COMPANY HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS, AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST THE ALLSUP COMPANY OFFICERS, DIRECTORS, OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE ALLSUP COMPANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS, ASSIGNS, AND SUB-CONTRACTORS AS WELL AS THE ALLSUP COMPANY.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
13. Indemnification. You hereby agree to indemnify, defend, and hold harmless The Allsup Company, its licensors, and each such party's directors, officers, parents, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys' fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use The Allsup Company Platform, any Merchandise and/or any Professional Service, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to Professionals), and (v) Your Information and content that you submit or transmit through The Allsup Company Platform. The Allsup Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of The Allsup Company.
14. Mutual Arbitration Agreement.
a. Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy, or claim, past, present, or future, between you and The Allsup Company, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), you and The Allsup Company may attempt to negotiate any Dispute informally (the "Informal Negotiations") before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this section is your email address and/or physical address that you have provided to The Allsup Company. The Allsup Company address for such notices is: firstname.lastname@example.org.
b. Arbitration. If a Dispute is not resolved through Informal Negotiations, you and The Allsup Company agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer-Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, The Allsup Company will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Section d below.
c. Excluded Disputes. You and The Allsup Company agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual.
d.WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION.
You and The Allsup Company agree to bring any Dispute in arbitration on an individual basis only and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard, or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability, or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
e. Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.
f. Severability. You and The Allsup Company agree that if any portion of this section entitled "Mutual Arbitration Agreement" is found illegal or unenforceable, that portion will be severed and the remainder of this section 14 will be given full force and effect.
15. Governing Law; Jurisdiction. Except for the Arbitration Agreement in Section 14, which is governed by the Federal Arbitration Act and except as may be prohibited by the law of the State in which you primarily reside, this Agreement is governed and interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, You agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the city of Baltimore, Maryland.
16. Assignment. Without our prior written approval, this Agreement may not be assigned or transferred by you. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.
17. General Provisions. All provisions that should by their nature survive the expiration or termination of this Agreement, including without limitation, Sections 8-19, shall so survive. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. A failure by us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and The Allsup Company with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any Dispute, claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such Dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: Your address for such notices is your email address and/or physical address that you have provided to The Allsup Company. The Allsup Company address for such notices is: email@example.com. The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by The Allsup Company, as described below. This Agreement shall be interpreted as if jointly drafted by the parties. The Allsup Company shall have no liability to you for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by any event or circumstance beyond The Allsup Company reasonable control, including, without limitation, strikes, lock-outs, and other industrial disputes, breakdown of systems or network access, failure of Professionals to perform, flood, fire, explosion, acts of terrorism or accident.
18. Changes to this Agreement. At our sole and absolute discretion, we reserve the right to change, modify, add to, supplement, or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate and immediately stop using The Allsup Company Platform. Your continued use of The Allsup Company Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.
19. Severability. These Terms shall be deemed severable. If any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
20. Contact Information. If you have any questions regarding this Agreement, please contact us at firstname.lastname@example.org
Last updated: September 13, 2020