Service Agreement

VettedPainters.com is owned by Smart Remodel Home Improvements Corp! This Agreement ("Agreement") governs your relationship with Smart Remodel Home Improvements, Corp. In this Agreement, we will refer to you, the member Service Professional, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you," "SP," "Service Professional" or "member" and to Smart Remodel Home Improvements Corp and its employees and agents as "we" or "us" or "Smart Remodel." Other Service Professionals who have joined Smart Remodel's network are referred to in this Agreement as "Service Professionals," "SPs," or "members." Unless otherwise stated, all terms and conditions set forth in this Agreement that apply generally to Service Professionals also apply to and bind you. References herein to the Smart Remodel "Website" include any and all websites now, or hereafter, owned or operated by Smart Remodel. These Terms & Conditions were last updated on February 1st, 2022.
I. What We Agree.
  1. With Respect to Lead Purchasing Members.
    1. Smart Remodel receives requests from homeowners, consumers, property managers, individuals and other persons ("customers") expressing interest in certain services relating to home improvement, repair, maintenance and other types of tasks and projects ("service requests"). These service requests from customers may be submitted directly or indirectly to Smart Remodel by customers via the Smart Remodel Website, VettedPainters.com, other in-house web assets, telephone calls, third party websites or other means. In turn, Smart Remodel may send you a communication about a customer's service request that contains information about what service has been requested and the customer's contact information (a "Lead"). We may also send your contact information to the customer. The information we provide about you will be based on the information you submit during the Contractor Application Process (which you may amend from time to time) and Customer Ratings & Reviews, and may be amended by Smart Remodel from time to time. Leads may also be sent to other member service professionals based on the category of the service request.
    2. We limit the number of Service Professionals that are matched to a customer. We do not 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. Smart Remodel is free to contract with other Service Professionals as this is not an exclusive contract.
II. 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 Smart Remodel SP, and thereafter while this Agreement remains in effect, as follows:
  1. Membership in the Smart Remodel 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 Smart Remodel, you represent and warrant that you are eligible.
  2. You are qualified and capable of performing the services, trade, or tasks you selected on the Contractor Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
  3. 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.
  4. You will comply with the Smart Remodel 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.
  5. 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 Smart Remodel 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 Smart Remodel. 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 Smart Remodel to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
  6. You agree to abide by and to follow the terms of the Smart Remodel Resolution Process, as amended from time to time and appearing on our Website. 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 Smart Remodel in connection with a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments and for any costs, expenses or attorneys' fees incurred by Smart Remodel 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.
  7. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers or prospective SPs in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. Smart Remodel reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the Smart Remodel Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by Smart Remodel of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of Smart Remodel as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of Smart Remodel.
  8. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Smart Remodel, 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 SMART REMODEL 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 SMART REMODEL AND OTHER SERVICE PROFESSIONAL MEMBERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF SMART REMODEL. 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 SMART REMODEL, AS SET FORTH IN SECTION IV 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.
  9. 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 II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by Smart Remodel to any other party, including any other Smart Remodel Service Professionals.
III. Fees.
  1. You agree to be bound by the then applicable pricing plan provisions (all fees are stated above and payable in US dollars) for all membership fees, any and all Leads presented to you, or for any other subscription offering. You will pay Smart Remodel applicable non-refundable fees which may include: (i) an Enrollment/Screening Fee; (ii) Membership Fees; (iii) Lead Fees, as set forth above, for customer Leads accepted by you; and (iv) any other applicable fees that may apply. Smart Remodel reserves the right to charge your credit card for any fees immediately upon receipt of your credit card information by you or your representatives.
    1. Enrollment/Screening Fees. You agree that you will pay Smart Remodel a non-refundable Enrollment/Screening Fee prior to acceptance into the Smart Remodel SP Network, and every year subsequently as an approved Smart Remodel SP, unless your membership has been terminated by providing Smart Remodel with at least thirty (30) days written notice to terminate an existing membership prior to the renewal date. The Enrollment/Screening Fee does not guarantee acceptance into the Smart Remodel SP Network.
    2. Membership Fees. You agree that you will pay Smart Remodel a Membership Fee upon your acceptance into the Smart Remodel SP Network, and every year subsequently as an approved Smart Remodel SP, unless your membership has been terminated by providing Smart Remodel with at least thirty (30) days written notice to terminate an existing membership prior to the renewal date. The Membership Fee will be eligible for a full refund in the event you rescind or terminate your membership within the seventy two (72) hour period following your agreement to purchase a membership.
    3. Lead Fees. You agree that you will pay Smart Remodel on a per Lead basis for all Leads. You agree that payment for Lead Fees will be made by Smart Remodel processing your credit card on a per day basis. You may request a statement of your monthly lead activity by contacting Smart Remodel. 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 Smart Remodel), provided, however, that any and all requests for Credits must be received by Smart Remodel within thirty (30) days of the date that the Lead Fee charge was incurred. Credits that are issued to a Service 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, eighteen months after the date the Credit was issued. All Lead Fees constitute advertising fees paid by you to Smart Remodel and are in no way, referral commissions based upon your successful completion of services.
      1. AUTOMATIC RENEWAL OF MEMBERSHIP; After your initial membership period, and again after any subsequent membership period, your membership will automatically continue for an additional equivalent period (each a "Renewal Term"), at the renewal price communicated to you at the time your purchased your initial membership ("Renewal Price"), unless Smart Remodel provides you with at least thirty (30) advance notice of a change in your Renewal Price. You agree that your account will be subject to this automatic renewal feature. If you want to change or terminate your membership, you may do so solely by contacting Smart Remodel. If you cancel your membership, you may use your membership until the end of your then-current membership term; your membership will not be renewed after your then-current term expires, and you won't be eligible for any refund of any portion of the membership fee paid for the then-current membership period. By subscribing, you authorize Smart Remodel to charge your provided payment method now and again at the beginning of any Renewal Term. You also authorize Smart Remodel to charge you for any sales or similar taxes that may be imposed on your membership payments. Upon the renewal of your membership, if Smart Remodel does not receive payment from your payment method or payment method provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that Smart Remodel may either terminate or suspend your membership and continue to attempt to charge your payment method until payment is received.
  2. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your Smart Remodel profile, and all contact and billing information, are kept up-to-date and accurate. Smart Remodel is not responsible, or liable, for undelivered customer notifications. You agree to promptly notify Smart Remodel 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 your credit or debit card as provided by your credit or debit card issuer.
  3. You acknowledge that you will not receive a detailed account statement unless you provide Smart Remodel with a valid email address. Smart Remodel will process your balance due at the end of your billing period via your selected payment method. 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.
  4. Any disputes about charges to your account must be submitted to Smart Remodel 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.
    1. 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.
IV. Miscellaneous Terms & Conditions.
  1. Indemnification. You shall fully protect, indemnify and defend Smart Remodel 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 Smart Remodel has not matched you, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF Smart Remodel 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 Smart Remodel OR THE INDEMNIFIED PARTIES.
    1. 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 Smart Remodel TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO Smart Remodel DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM
    2. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE Smart Remodel SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND Smart Remodel 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
  2. Non-Disparagement. The Service Provider shall not, at any time during the Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage Smart Remodel or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations.
  3. Attorney’s Fees. If a civil action arises between parties stemming from this agreement or to enforce any of its provisions, the SP shall pay the actual attorney's fees and costs for Smart Remodel. If an appeal is taken from any Judgment of the trial court, the losing party shall pay the amount the appellate court shall adjudge reasonable as the prevailing party's attorney's fees and costs on appeal.
  4. Binding Contract. This is an enforceable contract, and all amounts signed for hereof are due.
  5. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
  6. Complete Agreement. This agreement contains all the terms and conditions agreed on by the parties hereto, and no other agreements or promises, oral or otherwise, regarding the subject matter of the SP, shall be deemed to exist or to bind any of the parties. The SP agrees that it has reviewed this Agreement and understands that to the extent any prior agreement or promise is inconsistent with this Agreement, such prior inconsistent agreements or promises shall not be binding on any of the parties.
  7. Governing Law. This agreement is made under, and is to be construed in accordance with the laws of the State of Colorado. Any dispute concerning terms of, or performance under, this Agreement shall lie in the District Court in and for Denver County, Colorado.