SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this “Agreement”) is dated effective as of the date which the Agreement is electronically acknowledged by the Provider (the “Effective Date”), and made by and between HOUZEWERKS LLC, a Florida limited liability company (“Houzewerks”), and (“Provider”).
RECITALS:
- Houzewerks is in the business of providing recommendations for various service professionals (contractors, drywallers, tile installers, roofers, etc.) (the “Houzewerks Service Network”) to homeowners and Provider is in the business of performing various professional services; and
- Provider desires to join the Houzewerks Service Network in order to perform various professional services for homeowners as part of the Houzewerks service, and Houzewerks is agreeable to include Provider in the Houzewerks Service Network and to recommend Provider to their clients, all of which will be on the terms and conditions provided herein.
NOW, THEREFORE, in consideration of the recitals above the parties hereby agree as follows:
Recitals. The parties hereto acknowledge and agree that the Recitals stated above are true and correct, and are hereby incorporated into this Agreement.
- Engagement. As of the Effective Date, Houzewerks agrees to engage Provider as its non-exclusive independent agent to perform various professional services for homeowners as selected on the Houzewerks website (the “Services”).
- Term. This Agreement will commence on the Effective Date and will continue for a term of 30 days, from the Effective Date, as selected in the Payment section of Houzewerks.com, and will automatically renew, unless terminated earlier as provided herein. Notwithstanding the foregoing, this Agreement may be terminated for any of the following:
- Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this agreement; or
- either party may terminate this Agreement at anytime during the term of this Agreement by providing 30 days prior written notice to the other party.
Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching part
- Compensation. In consideration for Provider joining the Houzewerks Service Network, Provider will pay Houzewerks a monthly subscription fee in accordance with the selected term, which fees will be paid to Houzewerks in the following manner (the “Service Fees”, see pricing page for options) upon the Provider joining the Houzewerks Service Network; and (ii) and will be automatically charged 30 days following the Effective Date of this Agreement and continuing until cancelled by the Provider per the terms of this Agreement; and (iii), all listings are final sale and non-refundable. If your listing is not published because Houzewerks cannot vet your business according to its standards, you may be eligible for a refund minus any fees charged by Stripe.
Providing Information. Houzewerks will use its best efforts to furnish Provider such information as Provider may reasonably request in order to perform the Services. Houzewerks hereby confirms, to the best of its ability, that all information furnished by Houzewerks to Provider, if any, will be true, complete, and accurate to the best of Houzewerks’s knowledge at the time given to Provider. Subject to confidentiality as provided in this Agreement, Provider is hereby authorized to disclose all such information necessary to perform the Services.
Relationship & Rating. Provider acknowledges the following: (i) Houzewerks helps connect homeowners in need of professional services with local professionals (the Providers); (ii) Houzewerks maintains a rating system for each of the Providers within its Houzewerks Service Network; (ii) the rating system is subject to change in Houzewerk’s sole discretion; and (iii) should Provider fail to maintain the minimum rating as required by Houzewerks, and Provider fails to bring its rating within Houzewerks’ minimum standards within 30 days, it will be permanently removed from the Houzewerks Service Network and it will forfeit its Service Fees. Should the Provider receive a 3-star or less rating from a project received through Houzewerks, the Provider shall contact the Homeowner to attempt to rectify any complaint within 30 days of receiving such complaint. If the Provider is unable to settle the homeowners dispute, the Provider shall notify Houzewerks of their attempt. Houzewerks understands that some complaints are beyond the control of the Provider and in such cases the complaint WILL NOT be counted against the Providers rating. If any provider receives 3-star or less ratings in three or more separate customer transactions and fails to maintain the overall minimum standard rating of 3 stars, Houzewerks has the option of removing the Provider from the website after a 30-day written notice to the Provider.
- Confidentiality[1]. Provider and its undersigned signatory will keep and retain all information regarding Houzewerks (“Confidential Information”) in confidence and not share any Confidential Information to any third-party, without the written consent of Houzewerks. Notwithstanding the foregoing, Provider may disclose any Confidential Information that is necessary for Provider to perform the Services; provided, however, that Provider must obtain an executed copy of a confidentiality agreement from the recipient of Confidential Information prior to Provider disclosing such Confidential Information.
Relationship of the Parties. The relationship of the parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Each of the parties is an independent contractor and neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties, or commitments on behalf of the other party, or otherwise act on behalf of the other. The Agreement shall not be construed as constituting either party as partner, joint venture or fiduciary of the other party or to create any other form of legal association that would impose liability upon one party for the act or failure to act of the other party, or as providing either party with the right, power or authority (express or implied) to create any duty or obligation of the other party. Each party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
- Indemnity. Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold the other party and their respective officers, directors, employees, contractors, and agents harmless from and against any and all third party claims, losses, liabilities, damages, expenses, and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement.
THE PROVIDER EXPRESSLY UNDERSTANDS AND AGREES THAT HOUZEWERKS MAY CONNECT PROVIDER WITH HOMEOWNERS IN NEED OF PROVIDER’S SERVICES AND THAT HOUZEWERKS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF HOUZEWERKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM THE SERVICES PROVIDER PROVIDES TO HOMEOWNERS OR ANY THIRD PARTY NOT A PARTY TO THIS AGREEMENT, INCLUDING PERSONAL INJURY. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT HOUZEWERKS IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, HOUZEWERKS’ LIABILITY FOR DAMAGES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
- Insurance. During the term of this Agreement, Provider shall obtain and maintain, at its sole cost and expense, sufficient liability insurance to insure it against claims for damages, including personal injury, arising out of the activities it performs for homeowners, or any third party not a party to this Agreement. The insurance policy obtained shall meet minimum industry standards of liability insurance in the state in which it is performing its work. Provider shall also maintain workers’ compensation consistent with all applicable laws and industry standards. Provider, upon request by Houzewerks, shall provide evidence of all such insurance referenced herein to Houzewerks.
- Authority. The undersigned signatory of Houzewerks and Provider hereby represent and warrant that he or she is duly authorized to execute this Agreement on behalf of such party.
- Standard Provisions.
A. Amendment. No amendment to this Agreement will be effective unless it is in writing and executed by a duly authorized representative of each party.
B. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Houzewerks may assign this Agreement without consent of Provider. However, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Provider hereto without the prior written consent of the Houzewerks.
C. Entire Agreement. This Agreement embodies the entire agreement of the parties in respect of the transactions contemplated by this Agreement. This Agreement supersedes all prior agreements and understandings between the parties with respect to such transactions.
D. Severability. If any provision or portion of this Agreement becomes invalid or unenforceable for any reason, there will be deemed to be made such minor changes in such provision or portion as are necessary to make it valid or enforceable. The invalidity or unenforceability of any provision or portion hereof will not affect the validity or enforceability of the other provisions or portions hereof.
E. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument.
F. Prevailing Party Entitled to Attorneys’ Fees and Costs. With regard to any legal disputes arising out of or related to this Agreement, the prevailing party shall receive from the non-prevailing party all reasonable legal fees, costs, charges, and expenses incurred, including reasonable attorneys’ fees, whether from the initial request for redress or through trial, appeal, and collection.
G. Compliance with Laws; Permits and Licenses. Provider agrees, at its own expense, to operate in full compliance with all governmental laws, regulations and requirements applicable to the Services it will render hereunder. It shall be the responsibility of the Provider to pay for any necessary licenses, permits, insurance and approvals as may be necessary for the performance of the Services under this Agreement.
H. Notices. All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made in writing by either (i) hand delivery, electronic delivery via e-mail; (ii) registered mail, (iii) certified mail, return receipt requested, or (iv) overnight mail, addressed to the Party to be notified at the address or e-mail address as set out on the signature page hereto or to such other address as such Party shall specify by like notice hereunder.
Applicable Law and Courts. This Agreement shall be governed by the internal laws of the State of Florida (without regard to conflict of laws or similar concepts). Jurisdiction and venue shall lie, and all legal proceedings shall be brought, in the Twelfth Judicial Circuit in and for Sarasota County, Florida, or in the United States District Court for the Middle District of Florida.
