Provider Agreement

This Provider agreement ("Agreement") is a contract between ServiceLive, Inc. ("ServiceLive") and you (the individual or entity, "you") who registers as to provide services on ServiceLive.com or any related website ("Site"). This Agreement is effective when you click the "I Agree" checkbox on the Site. This Agreement incorporates by reference the Terms of Use (collectively, the "Terms"). governs your membership on and use of the Site, the services provided by ServiceLive ("Services" ) and the transactions conducted through the Site (collectively, your "Membership"). Capitalized terms used herein, but not defined herein, will have the meaning set forth in the other Terms. In consideration of the each of our obligations below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we each agree as follows:

1. ServiceLive Membership. ServiceLive.com is a venue for you and other service provider firms (each a "Provider Firm") to offer the services of their service professionals (each a "Provider") to individuals and/or entities who wish to buy services ("Buyers") and for Buyers to route requests for services ("Service Orders"), to Providers of their choosing. Your Membership provides your firm with the opportunity to market your Providers' services to Buyers who create a Service Order on the Site. ServiceLive's Site allows you to monitor Service Orders, communicate with Buyers, accept Service Orders on behalf of your Providers and counter offer a Service Order (via the conditional acceptance functionality) through a variety of technologies. Your Membership also provides you with the ability to receive funds in a virtual account (ServiceLive Wallet); subject to the terms of the payment system. As part of the Services, ServiceLive may offer you additional products and/or services from time to time.

2. Click The "I Agree" Checkbox. You must register each individual who may accept Service Orders and otherwise communicate or your behalf (each a "Provider Agent"); if you identify a Provider Agent as being one of your service professionals (each a " Provider"), you authorize such Provider to perform service under Service Order accepted by you. You will: (A) create a separate individual profile for each Provider Agent, (B) be responsible for all acts or omissions of Provider Agents registered under your account, (C) accept each Service Order for a specific Provider and will not substitute Providers without the Buyer's prior consent, and (D) agree on behalf of, and will require each Provider Agent to agree, to the Terms as if such Provider Agent were you under these Terms.
By accepting the Terms and completing the registration process, you are simultaneously (i) registering as a Provider Firm and as a Provider; and (ii) representing, warranting and covenanting that you and each Provider registered by you/your firm can legally enter into these Termsand that you have the right to register your Providers. If you do not accept these Terms, you and your Providers are not authorized to use the Site and/or register for a Provider Firm Membership. If you have any questions about these Terms, please contact ServiceLive at info@servicelive.com. All references to "you" in this Agreement will also refer to your Provider Agents, employees, other agents, and subcontractor(s), and as to ServiceLive its employees, agents and subcontractors ("Personnel").

3. Service Order Process. As a Provider Firm, you elect which of your Providers to make available on the Site and which of your Personnel are authorized to accept Service Orders and otherwise communicate on your behalf. Buyers have the option of posting Service Order(s) on the Site on a "Name Your Price" or a "Bid" basis. Buyers select the individual Providers to whom their Service Order(s) are offered.

A. Payments. Unless otherwise approved by ServiceLive in advance and in writing, all payments related to Service Orders must be made through the ServiceLive authorized payment system ("Payment System"). Use of the Payment System is subject to the following separate terms and conditions. In the event that a Buyer fails to pay you for work contracted for through the ServiceLive platform, ServiceLive has no obligation to pay you, but may do so on behalf of its affiliates and certain commercial Buyers for whom ServiceLive has separately agreed in writing to provide such Service. You authorize ServiceLive to deduct any amounts you owe ServiceLive.

B. Disputes. No payment will be made to you if the Buyer does not click the "Approve to Pay" button. The Buyer may elect to dispute all or a portion of the agreed upon charges under a Service Order. ServiceLive does not control such decisions by Buyer and ServiceLive cannot compel payment by the Buyer. ServiceLive may provide limited assistance in resolving disputes between Buyers and Providers Firms when both parties agree to participate in ServiceLive's voluntary dispute resolution assistance process and when final payment for services has not been issued. By participating in such process: (I) you authorize ServiceLive to disclose to the other party all information that ServiceLive has regarding the dispute (including information provided by you), (II) you waive any claims against ServiceLive or its representatives (including members of the dispute resolution committee) arising in connection with your use of the dispute resolution process (including any claims related to any recommended resolutions of your dispute) and you further agree to indemnify and hold harmless ServiceLive and its representatives from such claims. If you are unable to resolve a dispute with a Buyer regarding services you have performed, you may attempt to enforce any rights you have for payment directly against the Buyer (subject to the restrictions set forth in this Agreement).

5. Rating System. The Site includes a proprietary rating system for Buyers and Providers and Provider Firms which allows you to rate, on a variety of factors, each Buyer. All ratings submitted will be deemed User Content. In addition, ServiceLive may: (A) collect information on the Buyer and Buyer's use of the Site, (B) collect information about you (and your Personnel's) use of the Site (including number of Service Orders accepted, number of Service Orders cancelled/rejected, etc.), and then (C) combine such information into a rating for the Buyer, you and/or separate ratings for the each Provider who has a profile on the Site, and (D) display such information to other users of the Site. ServiceLive reserves the right to reject certain ratings, but ServiceLive is not responsible for the User Content of Provider Firm ratings. Each Provider Firm is responsible for ratings posted on its behalf and must comply with the Terms when making such ratings.

6. Criminal Background Checks. As a means of ensuring the safety of Buyers, before Providers and their Personnel enter a Buyer's home, Provider agrees to screen its Personnel by conducting a lawful background check upon Personnel who will be entering a Buyer's home. The check must include, at a minimum: (a) a nationwide criminal history database search with county level follow-up searches for any records found; (b) a county level criminal history search for each count of Personnel's residence for the last seven (7) years; and (c) a statewide sex offender registry search as allowed by law. The background check must be performed by a screener accredited by the National Association of Professional Background Screeners. Provider agrees to evaluate every background check on an individual basis in accordance with the law. To the fullest extent permitted by law, and in accordance with any regulations or administrative guidance, Provider shall not authorize or permit any Personnel to enter a Buyer's premises who has, within the past seven (7) years been convicted of (or released from incarceration for) a felony involving violence, theft, fraud, or who is currently on a sex offender registry. Provider accepts responsibility and liability for compliance with all laws related to the conduct of background checks. Further, ServiceLive reserves the right to run a background check in compliance with this provision on any Provider before Provider enters a Buyer's premises. You acknowledge that ServiceLive will have no liability for such background checks, regardless of whether ServiceLive selects the background check provider and/or pays for the background checks. Further, you acknowledge that every background check process has limitations and that you agree that ServiceLive will have no liability for excluding you from the Site based upon the results of a background check (even if such results are incorrect).

7. Default. In the event that you (or any of your Personnel) breach this Agreement, ServiceLive has the right to immediately suspend and/or terminate your Membership for cause. Such breaches include:

A. Any breach of your obligations hereunder;
B. Any failure by you to commence or diligently pursue the completion of a Service Order accepted by you in accordance this Agreement;
C. If you submit any false information to the Site;
D. If you become insolvent or file for bankruptcy;
E. If you assign this Agreement or transfer control of your business;
F. If you offer any Buyer any products or services outside of the Site;
G. If your actions are deemed by ServiceLive to interfere with or have adverse effect on ServiceLive, the Site or its Members;
H. If you are convicted by a court of, or plead no contest to, a felony, or other crime or offense involving theft, fraud, violence, or sexual offense during the Term (subject to an individualized assessment and in accordance with law);
I. If you violate Section 16 (Confidential Information).
J. If you fail to maintain in force any required insurance coverages or licenses; or
K. If you violate any of the other Terms.

8. Relationship and Obligations of Parties.

A. ServiceLive is not an employer or joint employer of Provider or any Provider Personnel, and neither this Agreement nor any activity undertaken in connection with this Agreement will create an employer-employee relationship, a joint employment relationship or a guarantee of a future offer of employment. Provider shall not, and shall ensure that all Provider Personnel do not, make any statements or engage in any conduct that would lead someone to believe that ServiceLive is an employer or joint employer of Provider or any Provider Personnel.. ServiceLive is not involved in your hiring, firing, discipline or employment or other decisions. If an arbitrator, mediator or a court determines, notwithstanding this provision, that a Provider (or its Personnel) are agents of ServiceLive, so your release, waivers and indemnities and other obligations under Sections 10 and 12 below will apply to the Buyer.

B. ServiceLive and its affiliates may participate in the venue as Buyers and Provider Firms for Service Orders they elect, in their sole discretion, to post or accept or bid upon. You agree that, except in those instances where ServiceLive has posted a Service Order in its own name, ServiceLive: (I) is not in any way be involved in setting the terms and conditions of your contracting arrangement with any Buyer and that any services you provide pursuant to a Service Order are provided by and under separate agreement between you and such Buyer, (II) ServiceLive is not responsible for and cannot control the manner in which Buyers operate; and (III) will not provide Buyer or you with any materials or tools with which to perform any Service Order. Any problems, complaints or questions regarding the work environment, performance or other terms and conditions of contracting must be resolved by and between you and the Buyer who hires you.

C. You shall ensure that in performing your obligations with respect to this Agreement, you and your Personnel shall comply with all laws, including, but not limited, to any and all applicable licensing, permitting, construction, home improvement, environmental, consumer privacy, data security, and data breach, unemployment compensation laws, workers’ compensation laws, the Internal Revenue Code, the Fair Labor Standards Act, the Immigration Reform and Control Act, federal and state anti- discrimination laws, state labor codes and employment laws, the Occupational Safety and Health Act, the National Labor Relations Act, the Family and Medical Leave Act, and the Employee Retirement and Security Act. You agree to hold harmless and indemnify ServiceLive for any and all liability arising from a violation of any such laws, statutes, ordinances and/or regulations. Provider shall be fully responsible and liable to ServiceLive for the acts and omissions of its Provider Personnel.

D. Provider shall not perform any Services in which it uses or incorporates, in whole or in part, any asbestos, asbestos-containing materials or other hazardous materials as defined from time to time by applicable federal or state laws, rules and regulations in any aspect of its Services. Additionally, Provider acknowledges and agrees as follows: (a) Provider understands that the Service Location at which it is performing the Services may not have been tested for asbestos or labeled with asbestos warning signs; (b) if the Services that Provider is going to perform involves construction, repair or maintenance relating to ceiling tile, floor tile, sprayed-on-fireproofing, or boiler, pipe and duct insulation, Provider must presume that asbestos is present in these materials unless tests indicate otherwise; and if Provider does not have documentation that any such material is asbestos free, the material must be tested for asbestos under the direction of Buyer’s Environment Department before disturbance by Provider; and (c) if Provider discovers an existing or suspected presence of any asbestos, asbestos-containing materials or other hazardous materials in any area of a Service Location while performing its Services, Provider shall immediately cease Services in that area, notify both the Buyer in writing of the discovery, continue Services at the Service Location in unaffected areas and not remove any such materials from the Service Location.

9. Independent Business Entity.

A. Provider represents and warrants that it is actively engaged in an established business of providing appliance installation and repair services to customers other than ServiceLive members.

B. Provider expressly understands and agrees that it is not required or expected to work exclusively for ServiceLive members and it does not have an exclusive relationship with ServiceLive.

C. The parties specifically agree that no franchise or fiduciary relationship is created by this Agreement and the parties specifically disclaim any such relationship between them. Provider represents and warrants that Provider shall not claim, either while Provider is providing services through the ServiceLive platform or after its relationship with ServiceLive ends, that Provider is or was a ServiceLive franchisee.

D. Provider expressly understands and agrees that Provider is providing services to ServiceLive members as an independent contractor. Provider its Personnel are not, and are not to be treated as, employees of ServiceLive or any of its affiliates or parents for any purpose whatsoever. Provider promises that it will not claim that Provider or its Personnel was a ServiceLive employee or that Provider or any Personnel is entitled to any type of employee benefit, including without limitation, workers, compensation or unemployment compensation.

10. Changes in Terms, Suspension/Termination and Release and Waiver.

A. Changed Terms and New or Different Services. You agree that: ServiceLive may add, delete, or modify some or all of the Services at any time. From time to time, ServiceLive may provide features, products or Services which either are or will be set forth on the Site, which are subject to this Agreement, but are also subject to the additional terms and pricing specified on the Site. With respect to these features and services provided on our Site, you will be charged, and you agree to pay ServiceLive any fees for such features, products and/or Services, as set forth on the Site.

B. RELEASE AND WAIVER. YOU ACKNOWLEDGE THAT, IN CONSIDERATION OF YOUR MEMBERSHIP AND/OR YOUR OPPORTUNITY TO RECEIVE SERVICE ORDERS YOU AND EACH OF YOUR PERSONNEL HEREBY RELEASE SERVICELIVE AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, ASSIGNS, INSURERS, AGENTS, LICENSEES, DISTRIBUTORS AND INDEPENDENT CONTRACTORS, INCLUDING THE PAYMENT SYSTEM PROVIDER (COLLECTIVELY, THE "SERVICELIVE COVERED PARTIES"), FROM ANY DAMAGES OR LIABILITY WHATSOEVER RELATED TO SERVICE ORDERS, THE OPERATION OF THE SITE, THE RATING SYSTEM, THE PAYMENT SYSTEM, YOUR ENGAGEMENT BY A BUYER AND ANY OF THE SERVICES, INCLUDING ANY INFORMATION PROCESSING SERVICES (COLLECTIVELY, THE "COVERED ITEMS"). YOU IRREVOCABLY WAIVE ANY CLAIMS THAT YOU OR YOUR PERSONNEL MAY HAVE IN CONNECTION WITH COVERED ITEMS (INCLUDING CLAIMS OF DEFAMATION, BAD FAITH, CONSPIRACY, TORTIOUS INTERFERENCE WITH CONTRACT, ETC.). YOU FURTHER AGREE TO INDEMNIFY THE SERVICELIVE COVERED PARTIES AGAINST ANY AND ALL DAMAGES OR LIABILITY THAT SERVICELIVE OR THE SERVICELIVE COVERED PARTIES MAY INCUR, INCLUDING ATTORNEYS FEES AND COSTS, IN CONNECTION WITH THE COVERED ITEMS.

11. Your Interactions With Other.

A. You are solely responsible for your and your Personnel's interactions with Buyers and other Provider Firms. You agree that ServiceLive is not obligated to screen (and may not screen) Buyers, nor does ServiceLive inquire into the backgrounds of Buyers; nor does ServiceLive undertake to verify (unless otherwise expressly stated on the Site) statements and documents (e.g., insured or licensed status), and ServiceLive is not responsible for the User Content on the Site. ServiceLive makes no representations, warranties or covenants as to: (I) the conduct of Provider Firms (and their Personnel), or (II) the number of Service Orders (if any) that each you may be offered via the Site. In no event will ServiceLive be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, punitive, consequential, and/or incidental (including bodily injury, emotional distress and/or any other damage), arising out of or relating in any way to: (x) the conduct of, or communication with, any Provider Firm or Buyer , Personnel of such Provider Firms, or anyone else, (y) the use of the Site, and (z) Service Orders transmitted by and/or accepted through the Site.

B. Your decision to register for a Membership and/or your firm's decision to register Providers and use the Site is your personal decision for which you alone are responsible. You agree that ServiceLive does not make representations as to any Buyer that you may decide to accept a Service Order from.

C. You are solely responsible for protecting yourself, your Providers and your/their personal and financial information and you agree that you are not entrusting that responsibility to ServiceLive by use of the Membership.

12. Defense And Indemnification.

A. Defense. To the fullest extent permitted by law, you will, at your own expense, defend the ServiceLive Covered Parties against any allegation (regardless of whether it is false, fraudulent or groundless, whether your obligations are applicable pursuant to the terms of Section 12.B below, or whether it alleges any negligence, willful misconduct or culpability by ServiceLive or any of the ServiceLive Covered Parties) in any claim, complaint, demand, investigation, suit, proceeding or cause of action that arises, directly or indirectly, from: (I) any act or omission related to the performance of (or failure to perform) Service Orders, including any actual or alleged defect or improper service by you or any of your Personnel, including Providers, (II) any breach or default under: (1) any covenant or provision of this Agreement, or (2) any law, statute, or state ordinance or any governmental administrative order, rule or regulation, and (III) any claim by your Personnel, including Providers (collectively, "Claims"). You will use counsel reasonably satisfactory to ServiceLive in the defense of Claims against ServiceLive Covered Parties. ServiceLive may, at its election, take control of defense and investigation of Claims against ServiceLive Covered Parties, and may employ and engage attorneys of its own choice to manage such Claims, at your cost, risk and expense, provided that ServiceLive and its counsel will proceed with diligence and good faith with respect thereto.

B. Indemnification. To the fullest extent permitted by law, you will, at your own expense, release, indemnify and hold harmless all ServiceLive Covered Parties from any and all loss, damage, cost, expense, fines, penalty, judgment, and any other liability, including reasonable attorneys' fees and expenses and costs of investigation incurred by any ServiceLive Covered Parties arising out of any Claim. Your failure to secure and maintain required insurance coverage will not relieve you of your responsibilities under this Section to a ServiceLive Covered Parties.

In the event of a failure by you to fully perform in accordance with this Section, ServiceLive, at its option and without relieving you of your obligations hereunder, may so perform, but all costs and expenses so incurred by ServiceLive in that event will be reimbursed by you to ServiceLive, together with interest of the same from the date any such expense was paid by ServiceLive until reimbursed by you at maximum rate allowed by law.

SERVICELIVE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSS OF OR DAMAGE TO ANY OF YOUR OR YOUR PERSONNEL'S PROPERTY. SERVICELIVE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANYONE CLAIMING BY, THROUGH, OR UNDER YOU INCLUDING YOUR SHAREHOLDERS, DIRECTORS, OR PERSONNEL FOR ANY LOSS OR DAMAGE THAT MAY BE OCCASIONED BY OR THROUGH THE ACTS OR OMISSIONS OF ANY PERSON (INCLUDING ANY SERVICELIVE PERSONNEL, ANY BUYER, OR ANY PERSON AT A SERVICE LOCATION).

13. Taxes. You are responsible for assessing for each service you provide and then reporting and paying to the applicable taxing authority any taxes related to such services. The charges in each Service Order will (as between a Buyer and you), be deemed to include all taxes on such services, and if such amounts are insufficient to pay such taxes, you will reduce the charges you are owed until the total charges (services fees and taxes) equal the Spend Limit. ServiceLive is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Further, you are responsible for paying all fees associated with using the Services and the Site and all applicable taxes, if any, associated therewith.
You authorize ServiceLive to provide to Buyers with whom you contract your W9 and other firm information for the purposes of producing tax reporting statements.
You also assume full responsibility for all contributions, taxes and assessments on all payrolls, or payments otherwise required under applicable federal, state and local laws (including withholding from wages of your Personnel where required). If you are not required to operate under any applicable unemployment compensation law, but are permitted to do so, you will duly elect to be governed by and operate under such law. You further agree to comply with any other federal or state law or regulation regarding compensation, hours of work, or other conditions of employment including federal or state laws or regulations regarding minimum compensation, overtime and equal opportunities for employment.

14. Term.

A. This Agreement will become effective as described above and will continue until terminated by you or ServiceLive as provided below or otherwise in the Terms.

B. ServiceLive or you may terminate this Agreement at any time upon notice to the other party (if this Agreement is terminated, so are you and your Personnel's right to use the Site.). ServiceLive also reserves the right to suspend and/or terminate you and your Personnel's use of the Site and/or Membership at any time, without prior notice. Termination of your Membership by ServiceLive also terminates this Agreement, without further liability or penalty to ServiceLive. ServiceLive reserves the right, at is sole discretion, to terminate all open Service Orders in the event ServiceLive suspends or terminates you.

C. Your liability for Service Orders that have been accepted, survives suspension or termination of this Agreement and your right to use the Site. In such event, (I) your Membership will continue for a period necessary to complete any open Service Order(s) (and this Agreement shall continue to apply to such Service Orders and your use of the Site, if such use is permitted by ServiceLive); (II) you will still be obligated to pay charges incurred under your Membership, (III) you will not accept any additional Service Orders and (IV) you will be deemed to have cancelled any open Service Orders unless otherwise directed by ServiceLive, in its sole discretion not to do so; in which case, you will complete those Service Orders you are directed by ServiceLive to complete and this Agreement shall continue to apply to such Service Orders, and your use of the Site.

15. Insurance And Licenses.

A. Insurance. In order to register for a Membership to the Site (and retain such Membership), you are required to maintain insurance in such amounts as required by law and at such levels, if any, as may be required by ServiceLive from time to time. You represent, warrant and covenant that you have valid insurance in the required amounts and that it will remain valid and enforce throughout your Membership and you will notify ServiceLive of changes in your insurance. You may have the option to upload your insurance certificates to the Site (which information may, in whole or in part, be viewable by Buyers). Further, as a condition to using the Site, you will, upon a Buyer's request, provide a copy of all current insurance certificates or other proof of insurance held by you to each Buyer whose Service Order you accept. In addition, if insurance you are required to have lapses, you and your Personnel will immediately cease performing Service Orders until such time as your insurance is enforce. ServiceLive is not responsible for confirming the validity and enforceability of your insurance. Any breach of the foregoing representation, warranty and covenant will constitute a breach of the Terms and ServiceLive will have the right to immediately terminate your Membership and your and your Personnel's use of the Site. You will be liable for any amounts not covered by insurance.

B. Licensing/Permit Requirements. You represent, warrant and covenant that you (and your Personnel) are duly licensed to perform your obligations hereunder where a license is required and will also perform in accordance with established trade practices and all applicable laws, rules, regulations, ordinances and other lawful requirements. You will at your own expense, obtain all applicable licenses and permits which may be required under federal, state or local law, ordinance, rule or regulation by virtue of an act performed by you or your Personnel in connection with Service Orders. Further, as a condition to using the Site, you will, upon request provide a copy of all current licenses held by your and your Personnel to Buyers from whom you accept a Service Order. In addition, if you or your Personnel learn that you or your Personnel do not have the required licenses or permits, your (and your Personnel) will immediately cease performing the Service Orders until such time as you and your Personnel acquire the necessary licenses and permits.

16. Confidential Information.

A. Definition. "Confidential Information". means any information, whether disclosed in oral, written, visual, electronic or other form, which ServiceLive discloses or you (or your Personnel) observe in connection with your performance of your obligations under this Agreement. Confidential Information includes, but is not limited to, Buyer information, work product; ServiceLive business plans, strategies, forecasts and analyses; ServiceLive financial information; ServiceLive employee and vendor information; ServiceLive software (including all documentation and code); hardware and system designs, architectures and protocols; ServiceLive product and service specifications; ServiceLive purchasing, logistics, sales, marketing and other business processes.

B. Restrictions. You will restrict disclosure of Confidential Information to your Personnel who have a need to know such information to perform your obligations hereunder and who have first agreed to be bound by the terms of this Section. You are liable for any unauthorized disclosure or use of Confidential Information by any of your Personnel. Within ten (10) days after receiving a written request from ServiceLive, you will destroy it in such a manner that it cannot be retrieved, or return (as instructed by ServiceLive) any materials containing Confidential Information. You will certify to ServiceLive that you have satisfied your obligations under this Section.

C. Buyer Information. You will maintain at all times as ServiceLive's Confidential Information any information regarding Buyers that you or your Personnel learn in connection with this Agreement and any Service Order ("Buyer Information") under this Agreement. You will maintain Buyer Information physically separate and distinct from any lists and information you may maintain that are unrelated to this Agreement. You will protect the Buyer Information from destruction, loss or theft. You and your Personnel will only use Buyer Information in the completion of Service Orders and will not use Buyer Information for any other purpose, including any type of marketing or solicitation. Further, you will not use Buyer Information in any manner inconsistent with ServiceLive's Privacy Policies.

D. Notice. You will notify ServiceLive promptly upon the discovery of the loss, unauthorized disclosure or unauthorized use of the Confidential Information and will indemnify ServiceLive and hold ServiceLive harmless for such loss, unauthorized disclosure or unauthorized use, including attorneys' fees and costs.

E. Equitable Rights. In addition to any other rights ServiceLive may have under this Agreement or in law, since unauthorized use or disclosure of the Confidential Information may result in immediate and irreparable injury to ServiceLive for which monetary damages may not be adequate, in the event you or your Personnel use or disclose or in ServiceLive’s sole opinion, you or your Personnel are likely to use or disclose the Confidential Information in breach of your obligations under this Agreement, ServiceLive will be entitled to equitable relief, including temporary and permanent injunctive relief and specific performance. ServiceLive will also be entitled to the recovery of any pecuniary gain realized by you from the unauthorized use or disclosure of the Confidential Information.

F. Material Breach. A breach of this Section by you or your Personnel will be deemed a material breach of this Agreement.

17. Non-Solicitation of Buyers And Non-Compete. All Buyers' names, Buyer customers names and other leads and prospects (collectively, "Buyer Leads") resulting from the Membership or use of the Site belong to ServiceLive and you and your Personnel agree to notify ServiceLive of all such Buyers Leads. You and your Personnel will not market, in any fashion, products or services to such Buyer Leads unless you receive ServiceLive's prior written approval. Further, you acknowledge and agree that it will be deemed a material breach of this Agreement for you (and your Personnel) to market to (or otherwise solicit) Buyer Leads to offer to Buyer Leads any product or service independently of the Site or to otherwise circumvent the Site (and if you or your Personnel do any of the foregoing, then you forfeit all rights to payment under Service Orders, in addition to ServiceLive's other remedies). In addition, you and your Personnel will not leave with any Buyer Leads any brochure, coupon, magnet, business card or any other form of advertisement. You agree as a condition to your access to and use of the Site that you and your Personnel will not create a similar website or otherwise create a business model that competes, in any substantial way, with ServiceLive and the Site during the Term and for a period of three (3) years thereafter.

18. Non-Exclusive Remedies. In the event you breach the Terms or otherwise fail to perform your responsibilities in regards to a Service Order, then ServiceLive will have the right, but not the obligation to:

A. Remedy such default utilizing such persons or firms and such equipment and materials as may be necessary for that purpose, and you will forthwith pay ServiceLive all costs it incurs together with interest on the same from the date any such expense was paid by ServiceLive until reimbursed by you at the maximum rate allowed by law;

B. Recover from you the amount of any loss or damage, whether liquidated or unliquidated, suffered or incurred as a result of such default, including reasonable attorneys' fees and costs, penalties, increased costs and loss of profits. ServiceLive may deduct such amounts from payments otherwise due to you;

The foregoing remedies for default will be considered distinct, separate and cumulative and will be in addition to any other right or remedy given elsewhere in this Agreement to ServiceLive or now or hereinafter existing at law or in equity, including any right to the recovery of reasonable attorneys' fees and costs.

19. General.

A. Hold-Backs, Recoupment and Setoff. If you breach this Agreement, ServiceLive will have the right, in its sole discretion, to withhold payment from the date that of the first breach until you provide adequate assurance that you have cured all breaches, as determined by ServiceLive in its sole discretion. Further, you agree that ServiceLive's monetary obligations to you, if any, under this Agreement will at all times be net of your monetary obligations to ServiceLive under this Agreement. ServiceLive and you further acknowledge and agree that any payment or advance made by ServiceLive to you in respect of any Service Order while any of your monetary obligations are outstanding will be deemed to be an overpayment to you to the extent of such outstanding monetary obligation and will be subject to recoupment by ServiceLive. Without limiting the foregoing, ServiceLive will have the right, at all times, to deduct any of your monetary obligations from any amounts owed to you by ServiceLive, and to pay only the net sum due, if any. Any of your monetary obligations that remain outstanding after any exercise by ServiceLive of its recoupment and/or set-off rights will be paid by you upon demand by ServiceLive.

B. Force Majeure. ServiceLive will not be liable to any Provider Firm for any failure or inability to perform or for delay in performance of ServiceLive's obligations hereunder if caused by any strike, lockout, labor dispute, inability to obtain labor or material, act of God, governmental restriction, regulation or control, enemy or hostile governmental action, civil commotion, insurrection, sabotage, fire or other casualty or by any event similar to the foregoing beyond the control of such party, however the time to perform such obligation or satisfy such condition will be postponed by the period of time consumed by the delay. If ServiceLive, as a result of any such event, is unable to exercise any right within any prescribed time limit, then such time limit will be postponed for the period of time consumed by such delay.

C. Publicity. You will not use ServiceLive's name, trademarks, service marks or commercial symbols or logos ("ServiceLive Marks"), in any manner without ServiceLive's prior written approval including in any advertising, promotional activities or publicity releases. Further, if it becomes advisable at any time in ServiceLive, sole discretion for you to modify or discontinue the use of such ServiceLive Marks, you comply immediately with ServiceLive's instructions.

D. Applicable Law and Disputes and Arbitration. For clarity, we note that the Sections in the Terms of Use entitled Applicable Law (i.e., Illinois law) and Disputes (including the requirement for Arbitration in Chicago, IL) also apply to this Agreement.

E. Assignment. You may not assign this Agreement or your rights or obligations hereunder without the prior written consent of ServiceLive. ServiceLive may assign or transfer its interest in this Agreement or any Service Orders without your consent or other limitation.

F. Severability. If any provision of this Agreement is held to be contrary to any law to which it is subject, such provision will be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement.

G. Waivers. No waiver of any provision of this Agreement or breach thereof will be implied by failure to enforce any rights or remedy herein provided, and no express waiver will affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.

H. Communications. Due to the inherent nature of the Internet and electronic communication transactions, you agree that ServiceLive is not responsible for the accuracy of all transmissions to or from the Site or for any interception by unauthorized third parties of such communications. We may monitor the IP addresses you use to access our Site.

I. Other. If it is determined by a court of competent jurisdiction that ServiceLive is a party to your Service Order with the Buyer; you agree that such relationship will be that of you acting as an independent contractor of ServiceLive and (ii) your right to receive payment, or any portion thereof, if any, from ServiceLive is expressly conditioned upon receipt of the applicable payment by ServiceLive from the Buyer who posted the applicable Service Order. You are not authorized to, and you will not enter into any agreement, make purchases or incur any other obligation or expense of any kind in the name of or on behalf of ServiceLive under any circumstances.

J. Cumulative Rights and Remedies. All rights and remedies are cumulative, and the exercise of any right of remedy herein provided will be without prejudice to the right to exercise any other right or remedy provided herein, by law or by equity.

K. General. By using ServiceLive for the Services (including the information processing Services), you agree that ServiceLive is not acting in an implied fiduciary capacity for you or any Buyer.

L. Notices. You agree that ServiceLive may send all notices to you and your Personnel in electronic form to the email address you submit during registration and that such notices will have the same effect as written notices personally served on you. Further, you agree on behalf of yourself and your Personnel that ServiceLive may send you and your Personnel messages to the mobile phone numbers you or they submit through the Site and you acknowledge that you and your Personnel may be charged fees by your/their mobile phone provider (and that such fees are not ServiceLive's responsibility).

M. Construction And Survival.

(I) This Agreement supersedes all prior written and unwritten agreements and understandings (other than the Terms of Use) between the parties with respect to the subject matter described herein. In the event of a conflict between this Agreement and the Terms of Use, this Agreement shall govern.

(II) This Agreement are binding upon the parties hereto and their respective executors, administrators, heirs, assigns, and successors in interest, and will not be modified except by: (a) written agreement signed by both ServiceLive and you, or (b) ServiceLive posting revised Terms on the Site (which revised Terms will be binding on you and your Personnel who continue to use the Site or fulfill Service Orders. In this Agreement, the term "include" and its derivatives ("including," "e.g." and others) mean "including but not limited to."

(III) Any provisions of this Agreement that would, by their nature, survive the termination or expiration of this Agreement will so survive, including Section 4 (Payment and Disputes) of this Agreement, as well as Sections 8-19.

N. Entire Agreement. This Agreement together with the other Terms constitutes the entire agreement between ServiceLive and you with respect to the subject matter herein. No representative of either party has or will have authority to make any oral modification to this Agreement.

O. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement and your Personnel (including Provider Agents) will have no rights hereunder independent of your rights. You may enforce this Agreement only on behalf of yourself.

P. U.S. Dollars All fees are quoted in U.S. Dollars.

Q. Records and Audit. You shall keep and maintain complete and accurate books and records regarding the Services provided hereunder at your principal place of business for a period of three (3) years or any longer period required by law following the completion of all Services under this Agreement. You shall keep and make available for inspection, examination and audit by ServiceLive, its employees, agents or representatives, all records maintained by you in connection with the furnishing of the Services hereunder.

Last Update: 10/23/2017