terms & conditions Vendors

                                                                            SERVICES AGREEMENT  

Welcome to Seller Prepare LLC.  This Agreement ("Agreement") governs your relationship with Seller Prepare LLC. 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 Seller Prepare LLC. and its employees and agents as "we" or "us" or "SellerPrepare." Other Service Professionals who have joined SellerPrepare 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 SellerPrepare "Website" include any and all websites now, or hereafter, owned or operated by SellerPrepare. 

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.  

1. What We Agree. 

With Respect to Service Professional Members: 

  1.1 SellerPrepare receives requests from homeowners, real estate agents, property managers, individuals and other persons ("customers") expressing interest in certain services relating to staging, home improvement, maintenance and other types of tasks and projects ("service requests"). These service requests from customers may be submitted directly or indirectly to SellerPrepare by customers via the SellerPrepare Website, Mobile App, telephone calls, third party websites or other means. In turn, SellerPrepare 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 "Bid Request"). 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 Company Setup (which you may amend from time to time) and Customer Ratings & Reviews, and may be amended by SellerPrepare from time to time. Bid Request may also be sent to other member service professionals based on the category and/or geographic location of the service request. 

1.2 We limit the number of Service Professionals that are matched to a customer. We do not guarantee to provide you any specific number of Bid Request, nor do we make guarantees, representations or warranties regarding a customer's level of interest, their desire to have work completed, 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. SellerPrepare is free to contract with other Service Professionals as this is not an exclusive contract. 

1.3 We provide customers with the ability to rate their experience working with you via Customer Ratings & Reviews. You will also have the ability to solicit and collect ratings and reviews from any of your customers, which may or may not be displayed on SellerPrepare Website, or Mobile App. 

1.4 If your SellerPrepare rating drops to two (2) stars or below, you will no longer be permitted or get pushed Bid Request from SellerPrepare until you raise your rating above two (2) stars (although your directory listing will remain active). You will have the ability to improve your rating by acquiring additional positive reviews to lift the rating. However, you will not be able to use references from non-SellerPrepare consumers to increase your rating, you must obtain additional consumer reviews submitted through the SellerPrepare platform. Once your rating is greater than two stars, you will regain your eligibility and Bid Request will be pushed back to you. 

1.5 SellerPrepare customers have already been vetted and payment terms agreed to under SellerPrepare terms contract with customers.  All awarded bids will be paid under Service Professionals terms as the work is reported complete and acceptable by the customer. SellerPrepare will withhold any commissions or fees agreed to and outlined in Service Professionals pricing sheet at time of payment.   

2. What You Agree.  
2.1 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 SellerPrepare SP, and thereafter while this Agreement remains in effect, as follows: 

2.2 Membership in the SellerPrepare 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 SellerPrepare, you represent and warrant that you are eligible. 

2.3 You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your “SP” Setup, and any subsequent amendments you make to your Customer Profile. 

2.4 You are, and at all times will be, properly and fully licensed*, bonded and insured** (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status.
*If you or your company is operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions. 

2.5 You will comply with the SellerPrepare 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. 

2.6 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 SellerPrepare 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 SellerPrepare. 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 SellerPrepare to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect. 

2.7 You agree to abide by and to follow the terms of the SellerPrepare 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 SellerPrepare 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 SellerPrepare 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. 

2.8 If you provide any quotes to customers via the SellerPrepare Website, such quotes are provided for informational purposes only. A customer will only contract with you via the SellerPrepare Website if a Bid Request was submitted by SellerPrepare. In the event a customer selects you on our Website in response to a quote you provide (or schedules an appointment), such selection (or appointment) is merely an indication of the customer's interest in contacting or being contacted by you. You agree that you will not charge a Bid Request fee to a consumer who has not hired you for a job. All fee’s for walk throughs and quoting must be submitted and approved by customer through SellerPrepare for any fee to be applicable.  

2.9 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. SellerPrepare reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the SellerPrepare 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 SellerPrepare 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 SellerPrepare as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of SellerPrepare. 

2.10 By posting or providing any content on the SellerPrepare Website, including but not limited to photographs ("Content"), you represent and warrant to SellerPrepare that you own or have all necessary rights to use the Content, and grant to SellerPrepare the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant SellerPrepare and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the SellerPrepare Website, and on any other websites owned or operated by SellerPrepare LLC. Nothing in this Agreement shall restrict other legal rights SellerPrepare may have to the Content, for example under other licenses. SellerPrepare reserves the right to remove or modify Content for any reason, including Content that SellerPrepare believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your SellerPrepare account is terminated, or if you remove any Content from your SellerPrepare account, SellerPrepare and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you. 

2.11 You acknowledge and agree that all of the content and information posted on SellerPrepare.com, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all SellerPrepare Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of SellerPrepare. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the SellerPrepare Website, other than content provided directly by you. You represent and warrant that all of the information you provide to SellerPrepare, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to SellerPrepare for any such damages, and will indemnify SellerPrepare in the event of any third party claims against SellerPrepare based on or arising from your violation of the foregoing. You acknowledge and agree that SellerPrepare has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. SellerPrepare is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website. 

2.12 You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with SellerPrepare, 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.  

2.13 YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SELLERPREPARE 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 SELLERPREPARE AND OTHER SERVICE PROFESSIONAL MEMBERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF SELLERPREPARE. 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 SELLERPREPARE, 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. 

2.14 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 SellerPrepare. 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 SellerPrepare to any other party, including any other SellerPrepare Service Professionals. 

2.15 In the event you participate in any promotion whereby SellerPrepare promotes an offer or discount related to your services, whether on the SellerPrepare Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount. 

2.16 By enrolling in the SellerPrepare network or otherwise becoming a member of SellerPrepare, and/or by inquiring about membership in the SellerPrepare network or other SellerPrepare products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, and even if you have previously opted-out from receiving marketing emails from SellerPrepare, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree and acknowledge that SellerPrepare and its affiliates may use automated phone technology (including autodialed and prerecorded messages) to provide you with operational communications concerning your account or use of the Services, updates concerning new and existing features on the SellerPrepare website, communications concerning promotions run by us, and news concerning SellerPrepare and industry developments, and that your consent is not required to purchase products or services. If a contact number you have provided to us is no longer your number, you agree to notify us promptly that you can no longer be reached at that number. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by us as described in this Section. You agree that all consents provided in this Section will survive cancellation of your account. You consent to be automatically opted in to SellerPrepare’s SMS program, “SellerPrepare Alerts,” and agree that SellerPrepare may send you text messages with instructions on setting up your account and special offers.  

3. Indemnification 

 3.1 You shall fully protect, indemnify and defend SellerPrepare 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 SellerPrepare has not matched you, and in connection with your use of the SellerPrepare Seal of Approval, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF SELLERPREPARE 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 SELLERPREPARE OR THE INDEMNIFIED PARTIES.

3.2 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 SellerPrepare TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO SellerPrepare DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM 

3.3 Disclaimer of Warranties. 

YOU ACKNOWLEDGE AND AGREE THAT THE SELLERPREPARE SERVICES AND SELLERPREPARE SEAL OF APPROVAL ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND SELLERPREPARE 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 

4 .AGREEMENT TO ARBITRATE ALL DISPUTES AND GOVERNING LAW. 

4.1 The exclusive means of resolving any dispute between you and SellerPrepare or any claim or controversy arising out of or relating to or that have arisen based on use of this Website and/or SellerPrepare's services (including any alleged breach of these Terms and Conditions) shall be BINDING ARBITRATION administered by the American Arbitration Association, EXCEPT AS EXPRESSLY PROVIDED BY APPLICABLE FEDERAL OR STATE LAW. You may not under any circumstances commence, participate in or maintain against SellerPrepare any class action, class arbitration, or other representative action or proceeding.

5.*NOTICE OF RIGHTS* 

5.1 By using the Website and/or SellerPrepare's services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and SellerPrepare. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
 

5.2 Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against SellerPrepare may be commenced only in the federal or state courts located in Harriso County, Texas. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. 

5.3 These Terms and Conditions, and any dispute between you and SellerPrepare, shall be governed by the laws of the state of Texas without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. 

6.Other Terms. 

6.1 This Agreement, and the SellerPrepare Commission set, including awarded commission prices, may be changed from time to time. By continuing to use any SellerPrepare services you are agreeing to be bound by any such non-material changes. Material changes to this Agreement or to the SellerPrepare commissions Schedule will be posted on the SellerPrepare Website and periodically communicated to you by email or other reasonable means. By continuing to use any SellerPrepare services after receiving any such notice of changes from SellerPrepare, you are agreeing to all such changes.

6.2 You may terminate this Agreement upon our receipt of your notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any commissions or services delivered to you prior to us receiving your termination during normal business hours. 

6.3 SellerPrepare, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the SellerPrepare network immediately at any time for any reason or no reason at all. 

6.4 If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue; and any service request provided to you during the term of this Agreement and relationships you enter into or create from those Leads will continue to be governed by this Agreement including but not limited to with respect to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims. Further, in the event this Agreement is terminated or expires, (i) all licenses granted to you under this Agreement shall immediately terminate, and you shall have no further right to access, use or display the any SellerPrepare content, including but not limited to the SellerPrepare Seal of Approval in any manner, and (ii) you agree to destroy any materials containing the SellerPrepare Seal of Approval. Upon any termination of this Agreement, you will no longer have access to your SellerPrepare account. 

6.5 If it is determined or suspected by SellerPrepare in its sole discretion that you are misusing or attempting to misuse or circumvent the SellerPrepare services or system or any customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by SellerPrepare, in addition to our right to immediately terminate this Agreement, SellerPrepare reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies. 

6.6 In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments. 

6.7 You will be liable for any attorneys' fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of Texas (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Houston Texas are the exclusive forum for litigation of any claim by you arising under this Agreement or your use of the SellerPrepare Website and/or Services, and you submit to sole and exclusive jurisdiction in the state of Texas, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum. 

6.8 You understand and agree that you are an independent contractor of SellerPrepare, and are not a SellerPrepare employee, joint venturer, partner, or agent. You acknowledge that you set or confirm your own prices, provide your own equipment, and determine your own work schedule. SellerPrepare does not control, and has no right to control, the services you provide (including how you provide such services) if you are engaged by a consumer, except as specifically noted herein. 

6.9 If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement. 

6.10  SellerPrepare and its affiliates may view, store, access and disclose messages exchanged between you and consumers transmitted via SellerPrepare's messaging platform. 

6.11 SellerPrepare has the right to use all information related to You in accordance with its Privacy Policy, which can be found at Sellerprepare.com 

6.12You agree not to copy/collect SellerPrepare content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand). 

7 .Representations and Warranties. 

You represent and warrant that you have all requisite power and authority to enter into this Agreement and to sell the goods or provide the services which are the subject of the job; where applicable, you are legally and properly licensed to and possesses all requisite licenses and permits to complete the job in the geographic areas in which the job is located, and you are registered for sales, use, and other tax collection purposes in all states which you provide goods and services. You represent and warrant that you will not charge or attempt to charge a consumer a price other than the price submitted and approved in the accepted bid, or refuse to complete a job in an effort to obtain a higher price.