This Agreement ("Agreement") governs your relationship with Skid Ventures, LLC (hereinafter “GreenAcres”) through its GreenAcres service. In this Agreement, we will refer to you, the GreenAcres Professional, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you," "GreenAcres Professional" or "member" and to Skid Ventures, LLC and its employees and agents as "we" or "us" or "GreenAcres." Other GreenAcres Professionals who have joined GreenAcres's network are referred to in this Agreement as "GreenAcres Professionals" or "members." Unless otherwise stated, all terms and conditions set forth in this Agreement that apply generally to GreenAcres Professionals also apply to and bind you. References herein to the GreenAcres "Website" include any and all websites now, or hereafter, owned or operated by GreenAcres. Material terms are bolded and underlined. This Agreement was last updated February 14, 2020.
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
1. What We Agree.
a) With Respect to Purchasing Customer Leads.
i. GreenAcres receives requests from homeowners, property owners, consumers, property managers, individuals and other persons ("customers") expressing interest in certain outdoor service projects ("service requests"). These service requests from customers may be submitted directly or indirectly to GreenAcres by customers via the GreenAcres Website, telephone calls, third party websites or other means. In turn, GreenAcres may send you a communication about a customer's service request that contains information about what service has been requested (“Lead”). Leads may also be sent to other GreenAcre Professionals based on the category of the service request. You and up to four other GreenAcre Professionals may purchase the customer Lead, including customer contact information, derived from the service request.
ii. We do not guarantee the specific number of Leads you will be able to purchase, nor do we make guarantees, representations or warranties regarding a customer's level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor do we guarantee that you will successfully contact each customer. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. GreenAcres is free to contract with other GreenAcres Professionals as this is not an exclusive contract.
b) Professional Website. If you purchase a Professional Website, hosting, and/or marketing services through Skid Ventures, LLC, the terms of that relations will be governed through a separate service agreement.
2. What You Agree.
You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, subcontractors, and any individuals performing work on your behalf, at the time you become a GreenAcres Professional, and thereafter while this Agreement remains in effect, as follows:
a) Membership in the GreenAcres network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join GreenAcres, you represent and warrant that you are eligible.
b) You are qualified and capable of performing the services, trade, or tasks you selected on the GreenAcres Professional Enrollment Form and any subsequent amendments you make to your Customer Profile.
c) You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company is operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
d) You will comply with the GreenAcres membership requirements as specified from time to time. If these requirements are amended, you will be advised and must comply with any changes immediately upon notification if no action is required on your part or within thirty (30) days if affirmative action is required of you.
e) You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any felony criminal convictions. If at any time during your membership with GreenAcres you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should have a felony conviction entered against such party, you will promptly notify GreenAcres. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize GreenAcres to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
f) You agree to make a good faith effort to resolve disputes between you and a customer. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer by GreenAcres in connection with a dispute between you and a customer, or based upon your performance of or failure to perform services for acustomer, and you agree to reimburse us for any such payments and for any costs, expenses or attorneys' fees incurred by GreenAcres in connection with the dispute. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
g) You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with GreenAcres, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A GREENACRES SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO GREENACRES AND OTHER SERVICE PROFESSIONAL MEMBERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF GREENACRES. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO GREENACRES, AS SET FORTH IN SECTION 4 BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES OR ATTORNEYS' FEES THAT MAY ARISE FROM SUCH ACTIVITIES.
h) You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section 2 of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by GreenAcres to any other party, including any other GreenAcres Professionals.
i) GreenAcres Professionals agree to the following: GreenAcres Professional hereby represents and warrants that the information provided by GreenAcres Professional in the GreenAcres Professional profile on the GreenAcres Professional's online profile page is, and shall at all times be, maintained in an accurate, up-to-date and professional manner, and in compliance with all applicable laws and regulations.
j) By enrolling in the GreenAcres network or otherwise becoming a member of GreenAcres, and/or by inquiring about membership in the GreenAcres network or other GreenAcres products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail, social media messaging platforms, or 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, and even if you have previously opted-out from receiving marketing emails from GreenAcres, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree and acknowledge that GreenAcres and its affiliates may use automated communication technology (including autodialed and prerecorded messages) to provide you with operational communications concerning your account or use of the Services, updates concerning new and existing features on the GreenAcres website, communications concerning promotions run by us, and news concerning GreenAcres and industry developments, and that your consent is not required to purchase products or 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 cancellation of your account.
3. Fees.
You agree to be bound by the then applicable pricing provisions (all fees are stated and payable in US dollars) for any and all Leads presented to you GreenAcres reserves the right to charge your credit card for any fees immediately upon receipt of your credit card information by you or your representatives.
a) Lead Fees. You agree that you will pay GreenAcres on a per Lead basis for all Leads. You agree that payment for Lead Fees will be made by GreenAcres initiating an ACH transfer or processing your credit card. We may, in our sole discretion and in accordance with our then-existing Lead credit policies, issue you a credit ("Credit") for any Lead Fees that you dispute (by contacting GreenAcres via our Website or by telephone), provided, however, that any and all requests for Credits must be received by GreenAcres within 30 days of the date that the Lead Fee charge was incurred. Credits that are issued to a GreenAcres Professional's account will be issued as store credits, which will be applied toward future charges to your account. Credits will expire, if not used, twelve months after the date the Credit was issued. All Lead Fees constitute advertising fees paid by you to GreenAcres and are in no way, referral commissions based upon your successful completion of services.
b) You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your GreenAcres profile, and all contact and billing information, are kept up-to-date and accurate. GreenAcres is not responsible, or liable, for undelivered customer notifications. You agree to promptly notify GreenAcres if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.
c) You acknowledge that you will not receive a detailed account statement from GreenAcres. Past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law. In addition, any returned payments will incur a $20 fee per transaction.
d) Any disputes about charges to your account must be submitted to GreenAcres in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30 day period, and all such charges will be final and not subject to challenge.
e) Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
f) No fee is due or payable to the extent such fee is in violation of any applicable law.
4. Indemnification; Limitation of Liability; Disclaimer of Warranties.Indemnification.
You shall fully protect, indemnify and defend GreenAcres and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns ("Indemnified Parties") and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys' fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any of your work for or dealings with any customers, (ii) your advertising, or (iii) your services, representations, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) set forth in this Agreement, including any extra work you perform for a customer for which GreenAcres has not matched you, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF GREENACRES OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRING LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY GREENACRES OR THE INDEMNIFIED PARTIES.
a) Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF GREENACRES TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO GREENACRES DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.
b) Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT GREENACRES SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND GREENACRES DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW
5. AGREEMENT TO ARBITRATE ALL DISPUTES AND GOVERNING LAW.
a) The exclusive means of resolving any dispute between you and GreenAcres or any claim or controversy arising out of or relating to or that have arisen based on use of this Website and/or GreenAcres's services (including any alleged breach of these Terms and Conditions) shall be BINDING ARBITRATION administered by the American Arbitration Association, EXCEPT AS EXPRESSLY PROVIDED BY APPLICABLE FEDERAL OR STATE LAW. You may not under any circumstances commence, participate in or maintain against GreenAcres any class action, class arbitration, or other representative action or proceeding. *NOTICE OF RIGHTS*
b) By using the Website and/or GreenAcres's services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and GreenAcres. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
i. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against GreenAcres may be commenced only in the federal or state courts located in Baldwin County, Alabama. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
ii. These Terms and Conditions, and any dispute between you and GreenAcres, shall be governed by the laws of the state of Alabama without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
6. Other Terms.
This Agreement, including Lead prices, may be changed from time to time. By continuing to use any GreenAcres services you are agreeing to be bound by any such non-material changes. Material changes to this Agreement will be posted on the GreenAcres Website at https://app.greenacres.io/contractor/ terms-of-service/ and periodically communicated to you by email, text, or other reasonable means. By continuing to use any GreenAcres services after receiving any such notice of changes from GreenAcres, you are agreeing to all such changes.
a) You may terminate this Agreement upon our receipt of your notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any Leads or services delivered to you prior to us receiving your termination during normal business hours.
b) GreenAcres, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the GreenAcres Professionals network immediately at any time for any reason or no reason at all.
c) If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue; and any Leads provided to you during the term of this Agreement and relationships you enter into or create from those Leads will continue to be governed by this Agreement including but not limited to with respect to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims. Further, in the event this Agreement is terminated or expires, all licenses granted to you under this Agreement shall immediately terminate, and you shall have no further right to access, use or display the any GreenAcres content. Upon any termination of this Agreement, you will no longer have access to your GreenAcres account.
d) If it is determined or suspected by GreenAcres in its sole discretion that you are misusing or attempting to misuse or circumvent the GreenAcres services or system or any customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by GreenAcres, in addition to our right to immediately terminate this Agreement, GreenAcres reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
e) In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
f) You will be liable for any attorneys' fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of Alabama (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Baldwin County, Alabama, are the exclusive forum for litigation of any claim by you arising under this Agreement or your use of the GreenAcres Website and/or Services, and you submit to sole and exclusive jurisdiction in the state of Alabama, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.
g) You understand and agree that you are an independent contractor of GreenAcres, and are not a GreenAcres employee, joint venturer, partner, or agent. You acknowledge that you set or confirm your own prices, provide your own equipment, and determine your own work schedule. GreenAcres does not control, and has no right to control, the services you provide (including how you provide such services) if you are engaged by a consumer, except as specifically noted herein.
h) If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
i) Wireless data usage is subject to the fees and terms of your wireless subscriber agreement or data service plan with your provider, and you may incur charges from your telephone service provider for text messages, phone calls, email communications and data transferred.
j) You agree not to copy/collect GreenAcres content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand).
