Provider Agreement


Appendix #1
Additional Terms and Conditions

1. Relationship and Obligations of Parties.

A. Neither you nor any Buyer will be considered an employee, agent, partner or joint venturer of ServiceLive and ServiceLive will not be considered the employer, agent, partner or joint venturer of you, your Personnel or any of Buyer. 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 Buyer (or its Personnel) are agents of ServiceLive, then your release, waivers and indemnities and other obligations under Section 4 below will apply to the Buyer (and its Personnel). 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 and the Buyer don't work for us - we are just the marketplace where you meet.

B. 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 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 can not control the manner in which Buyers operate and is not involved in Buyers hiring, firing, discipline or working conditions; 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.

Again - we are just the place you meet.

C. You will abide by any and all applicable licensing, permitting, employment, non-discrimination, tax and other federal, state and local laws, statutes, ordinances and regulations. 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.

Comply with all laws.

D. As used herein, the term "Personnel" means, as to you, your employees, Provider Agents, other agents, and subcontractor(s), and as to ServiceLive its employees, agents and subcontractors.

Your people are your people.

2. 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 these Terms, 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.

We are changing all the time.

We would love to hear from you how to make our marketplace better.

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 OPERATON 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, TORTUOUS 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.

Again, we are just the marketplace for Buyers to find providers like you.

If you have problems, please let us know so we can improve the Site, However, don't sue us - our lawyers don't like that.

3. Your Interactions With Other Members.

A. You are solely responsible for your and your Personnel's interactions with Buyers and other Members. 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) Members 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 Members (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, 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 Member (including any Buyer or Provider Firm), Personnel of such Members, or anyone else, (y) the use of the Site, and (z) Service Orders transmitted by and/or accepted through the Site.

We don't screen Buyers.

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.

You are responsible for your decisions.

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.

Be smart about using the internet. Protect your identity.

4. 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 4.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 these Terms, 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 of full-time help, provided that ServiceLive and its counsel will proceed with diligence and good faith with respect thereto.

If you end up in court, don't drag us into it.

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 4, 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.

Ditto.

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 YOUR 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 ITS PERSONNEL, OR ANY PERSON AT A SERVICE LOCATION).

Again, don't sue us.

5. 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 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.

If you owe taxes, pay them.

6. 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.

We reserve the right to end your Membership at any time.

In business, as in life, sometimes relationships don't work out.

C. Your liability for Service Orders that have been accepted, survives suspension or termination of these Terms 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 these Terms 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 these Terms shall continue to apply to such Service Orders, your use of the Site.

What happens if you have open Service Orders.

7. 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 confirm 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.

If its required - have it.

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.

Certain jobs may require you to be licensed or to get a permit. If they do, make sure you comply.

8. Confidential Information.

If you receive our confidential info - protect it as such.

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 these Terms. 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 8. 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 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 8.B.

C. Buyer Information. You will maintain at all times as ServiceLive's Confidential Information any information regarding Buyers and their Personnel that you or your Personnel learn in connection with this Agreement and any Service Order ("Buyer Information") under these Terms. 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.

Buyer Information (name, address, etc.) must be protected - make sure you read our requirements.

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 these Terms 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 sole opinion, you or your Personnel are likely to use or disclose the Confidential Information in breach of your obligations under these Terms, 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. Audit. You will permit ServiceLive to audit your compliance with the provisions of this Section 8 at any time during regular business hours.

G. Material Breach. A breach of this Section 8 by you or your Personnel will be deemed a material breach of these Terms.

9. 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. 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.

Don't solicit our Buyers or clone our business model.

10. 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:

We reserve all of our remedies.

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 these Terms to ServiceLive or now or hereinafter existing at law or in equity, including any right to the recovery of reasonable attorneys' fees and costs.

11. General.

A. Hold-Backs, Recoupment and Setoff. If you breach these Terms, 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 these Terms will at all times be net of your monetary obligations to ServiceLive under these Terms. 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.

Don't expect to be paid by us while you owe us money or you are in violation of these Terms.

B. Force Majeure. ServiceLive will not be liable to any Member 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.

Things happen that are beyond anyone's control - these may prevent us from operating.

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.

Don't use our name, etc., without our approval.

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.

Illinois Law
AAA Arbitration
Chicago, Illinois Venue.

E. No Assignment. You may not assign these Terms or your rights or obligations hereunder without the prior written consent of ServiceLive.

You can't transfer your Membership without our OK.

F. Severability. If any provision of these Terms 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 these Terms.

Judges can limit any Terms that are contrary to law.

G. Waivers. No waiver of any provision of these Terms 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.

No implied waivers.

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.

We don't control the Internet

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.

Legal stuff.

Don't claim you represent ServiceLive - you don't.

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.

No "election of remedies".

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 affect 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).

We can send you notices via email and to your cell phone.

Paper is so last century.

M. Construction And Survival.

(I) These Terms supersede all prior written and unwritten agreements and understandings (other than the Terms) between the parties with respect to the subject matter described herein.

(II) These Terms 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 these Terms, the term "include" and its derivatives ("including," "e.g." and others) mean "including but not limited to."

(III) Any provisions of these Terms 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 all of this Appendix #1 to this Agreement.

More Legal stuff.

No unwritten promises.

N. Entire Agreement. This Agreement (including Appendix #1) 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 these Terms.

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

These Terms are only for your and our benefit.

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

Last Update: 11/13/2012