These Terms of Service were last updated October 31, 2023.
RoofMarketplace offers an online platform that brings together homeowners (“Customers”), service providers (“Providers”), insurance carriers (“Carriers”), and other service and product providers to help simplify the search for and provision of roofing services and other services and products for homeowners (the “Services”). Use of this website (the “Site”), the Services, or any instructions or other documentation related to the Services provided by RoofMarketplace, including but not limited to aerial imagery, data, analysis, and information made available to you on this Site and the RoofMarketplace Platform as defined below (the “Content and Documentation”), is subject to and governed by these Terms of Service. By using the Services accessed through the Site or through a RoofMarketplace-approved API, you agree to all of the terms and conditions of these Terms of Service. The software and technology of RoofMarketplace that produces the Services is referred to as the “RoofMarketplace Platform.”
Please note, if you are a Provider or Carrier and have a Services Agreement or other similar agreement in effect with RoofMarketplace (the “Corporate Terms”), these Terms of Service supplement the Corporate Terms and apply to the extent your use of the Site and the Services are not governed by the specific provisions of the Corporate Terms. If any provision of these Terms of Service conflict with the Corporate Terms, then the provision contained in the Corporate Terms will govern and control and supersede these Terms of Service.
BY ACCESSING OR USING THE SITE OR THE SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SITE OR THE SERVICES.
A. Registration and Information Collected
B. Bid Requests
After establishing an Account, if you are a Customer or a Carrier, you may provide RoofMarketplace with information to create a request to be sent to certain Providers in order to obtain a bid for the performance of various services (a “Bid Request”). Such Bid Request information may include your address, the address of the locations requiring the requested services, the requested service needs and requirements, and other information necessary for a Provider to create an informed bid on the requested services. By submitting a Bid Request, you represent and warrant that all information submitted in such Bid Request is true and correct. Upon submission of a Bid Request, where appropriate for the services requested (e.g., roofing), we may submit some or all of the information provided by you in the Bid Request to our service partners in order to complete such Bid Request.
Where appropriate for the services requested, we may submit the service address and location information to a third-party service provider to provide images of or other information concerning the roof, building, and surrounding areas of the location(s) for which the Bid Request is being submitted, along with applicable calculated measurements (“Bid Request Data”). In some cases, aerial imagery or other necessary data may not be available due to tree coverage or other issues outside of our control, limiting RoofMarketplace’s ability to complete a Bid Request. ROOFMARKETPLACE’S COLLECTION OF INFORMATION IN CONNECTION WITH COMPILING BID REQUESTS IS NOT INTENDED TO REQUIRE OR ENCOURAGE PERFORMANCE OF ANY DANGEROUS ACTIVITIES, SUCH AS CLIMBING UP TO OR WALKING ON A ROOF. OUR INTENT IS TO GATHER INFORMATION THAT CAN BE OBTAINED THROUGH SAFE MEANS, SO WHEN APPROPRIATE, PLEASE CONSULT WITH AND USE A TRAINED PROFESSIONAL TO GATHER SUCH INFORMATION.
Usually, the initial Bid Request information given to Providers will not include any personally identifiable information, such as names, addresses, or contact information, however it is possible that Bid Request information or Bid Request Data could unintentionally reveal or be used to discover some personally identifiable information. Neither RoofMarketplace, nor its third party providers, will be liable for any information revealed by any Bid Request Data. When there is no aerial imagery or Bid Request Data available, we may share with certain Providers your contact information to enable them to gather relevant information to respond to the Bid Request.
C. Providers; Bids
If you are a Provider, RoofMarketplace may share a Bid Request with you if you have indicated that you have the appropriate qualifications and preferences to perform the services requested. When available, RoofMarketplace will share aerial imagery or other site or structural measurements (including Bid Request Data) with the Bid Request to enable you to prepare a bid for services in response to such Bid Requests (“Bids”). Normally, you will then have the opportunity to bid on the Bid Requests for a period of time up to five (5) days from the date RoofMarketplace makes such information available for the Bid Request (the “Bid Period”). Within the Bid Period, if you submit a Bid to RoofMarketplace in response to the Bid Request, the requester will receive a notification from RoofMarketplace that your Bid is available to be viewed. Such notifications will be provided to requesters on a rolling basis within the Bid Period as Bids are received by RoofMarketplace from Providers. Each Bid must include your name and your business name, the material conditions or criteria for the applicable services, the fees for such requested services, and any other material terms and conditions applicable to your provision of services to the requester. In submitting a Bid, you shall (a) include all fees necessary to perform the services requested, including local code permits, taxes, and other fees, and (b) ensure that any Bid submitted is valid for a minimum of five (5) days following submission. After completing the bidding process, if your Bid has been selected by the requester, you will be provided access to the requester’s contact information to follow up on your Bid and contact the requester directly to schedule a meeting.
D. Selection of Bid; No Subversion
If you are a Customer or Carrier, after receiving Bids or when your contact information is shared due to insufficient Bid Request Data, Providers will have the opportunity to follow up on your Bid Request via the contact information provided in the Bid Request. RoofMarketplace recommends meeting Providers onsite to verify the scope of work before signing an agreement for services with any of the Providers. Providers are required to honor their Bid and are prohibited from modifying such Bid unless material conditions or criteria for the provision of the applicable services were not disclosed in your Bid Request. In such case, modifications may be made solely to adjust for the conditions or criteria not disclosed. An onsite meeting does not constitute an agreement between you and such Provider for the provision of the applicable services, and the Provider may require you to enter into a separate agreement prior to the Provider’s performance of the applicable services.
E. Availability and Accuracy of Bids
If you are a Customer or Carrier, you acknowledge that Bid submission is entirely within the discretion of the Providers, and RoofMarketplace makes no representations, warranties, or guarantees as to the availability of any Bids meeting any Bid Request requirements or that Bid Requests will receive a minimum number of Bids by using the Services. Further, while we require that all Providers using the Services represent to us that they will only submit accurate and truthful Bids, we do not and cannot verify the accuracy and truthfulness of such Bids and Provider information. We recommend that you verify the accuracy and truthfulness of any Bid and Provider information prior to contracting with such Provider. While RoofMarketplace requires Providers represent to us that they meet certain minimum criteria prior to submitting Bids, such criteria are not always verified or verifiable by RoofMarketplace, and RoofMarketplace’s provision of the Services in no way indicates an endorsement or warranty as to any Provider’s quality of services or a guarantee of a certain performance or workmanship standard. RoofMarketplace provides a matching service only and is not engaged in the provision of any services requested or identified in a Bid Request or any Bid. In addition to the foregoing, you acknowledge that because RoofMarketplace does not review Bid Requests for accuracy or legal compliance, it is possible that the services and work product you request in your Bid Request may not be factually accurate or legally compliant. RoofMarketplace hereby disclaims any and all liability pertaining to (a) the Provider-supplied information contained in any Bid, (b) any inaccuracies in any Bid Request DATA generated by a third party, (c) any inaccuracies in your Bid Request, (d) the legal compliance of your Bid Request, and (e) any and all acts or omissions of any Provider, including any Provider’s performance of services in connection with a Selected Bid.
In order to help us improve the quality of the Services, we ask to be notified in the event of any such issue with a Provider, Bid Request, or the services provided in connection with a Bid Request by sending a description of the problem and relevant Provider to firstname.lastname@example.org.
2. MODIFICATIONS TO THESE TERMS OF SERVICE
RoofMarketplace may modify these Terms of Service or any policy or other terms referenced in these Terms of Service (collectively, the “Additional Policies”) at any time by posting a revised version of the Terms of Service and the Additional Policies on the Site. Unless otherwise set forth in these Terms of Service, the revised terms will be effective (a) ten (10) days after posting or notifying you of the changes; or (b) upon your acceptance if RoofMarketplace provides a mechanism for your immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button. By continuing to use or receive the Services after the effective date of any revisions to these Terms of Service or any of the Additional Policies, you agree to be bound by the revised Terms of Service and the revised Additional Policies. It is your responsibility to check the Site regularly for changes to these Terms of Service or the Additional Policies, as applicable. If you disagree with any modifications to these Terms of Service, your sole and exclusive remedy will be to terminate the receipt of the Services in accordance with Section 12 herein.
3. ACCESS TO THE SERVICES
A. Access Rights
Subject to these Terms of Service, RoofMarketplace hereby grants to you a limited, non-exclusive, non-transferable, right during the Term to (a) access and use the Services; and (b) use the Content and Documentation in connection with your access and use of the Services. Except for the limited rights granted hereunder, RoofMarketplace reserves all rights not expressly granted and no such additional rights may be implied.
You acknowledge that (a) all right, title, and interest in and to the Services, the RoofMarketplace Platform, Content and Documentation, and all patents, copyrights, trade secrets, trademarks, and other proprietary rights embodied therein or associated therewith, are and will remain with RoofMarketplace or its third party licensors; (b) no right or interest in the Services, the RoofMarketplace Platform, or the Content and Documentation is conveyed other than the limited rights granted herein; (c) the Services, the RoofMarketplace Platform, and the Content and Documentation are protected by copyright and other intellectual property laws; and (d) the Services, the RoofMarketplace Platform, and the Content Documentation embody valuable confidential and secret information of RoofMarketplace or its licensors, the development of which required the expenditure of considerable time and money.
C. No Modification
Unless otherwise specified in a signed contract between you and us, you shall not (a) modify or alter the RoofMarketplace Platform or the Content and Documentation; (b) create derivative works of the RoofMarketplace Platform or the Content and Documentation; (c) decompile, disassemble, decode, or reverse engineer the Services, the RoofMarketplace Platform, or the Content and Documentation; (d) translate the RoofMarketplace Platform or otherwise attempt to learn the source code, structure, algorithms, internal ideas underlying the Services or the RoofMarketplace Platform, or reduce the RoofMarketplace Platform by any other means to a human‑perceivable form; (e) frame or use any framing technique to enclose the Services, the RoofMarketplace Platform, the Content and Documentation, or other RoofMarketplace proprietary information; or (f) bypass, delete, or disable any copy protection mechanisms or any security mechanisms of the Services or the RoofMarketplace Platform.
D. Certain Other Obligations
Unless otherwise specified in a signed contract between you and us, you (a) shall not copy, publish, sublicense, market, distribute, sell, transfer, lend, provide, or otherwise make available to third parties, the Services, the RoofMarketplace Platform, the Content and Documentation, or any components thereof; (b) shall not obscure, alter or remove any notice of any copyright, trademark, trade name, service mark, logo, or other intellectual property or proprietary right designation appearing on or contained within the Services, the RoofMarketplace Platform, the Content and Documentation, or on any other RoofMarketplace materials; (c) shall not store or cache any Content and Documentation for any use or purpose other than to perform your obligations and enforce your rights with respect to the specific Bid Request for which such Content and Documentation were received; (d) shall not use or distribute the Content and Documentation in violation of export control laws and regulations; (e) shall not publish or disclose to third parties any evaluation of the Content and Documentation; and (f) shall take all reasonable precautions to prevent unauthorized or improper use of the Services and Content and Documentation.
During and after the Term, you shall not assert or authorize, assist, or encourage any third party to assert, against RoofMarketplace or any of its customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), licensors, sublicensees, or transferees, any patent infringement or other intellectual property infringement or invalidity claim with respect to the RoofMarketplace Platform, the Services, or the Content and Documentation.
F. License to Content
You hereby grant to RoofMarketplace a royalty-free, worldwide, license to use, copy, display, and make derivative works of any content, data, and other information submitted by you for display to other Users (such as through Bids or Bid Requests), as applicable.
G. Feedback and Comments
In the event you elect, in connection with any of the Services, to communicate to RoofMarketplace suggestions for improvements to the Services (“Feedback”), RoofMarketplace may use the Feedback without restriction, even if you have designated the Feedback as confidential. You hereby grant to RoofMarketplace a royalty-free, transferable, perpetual, irrevocable, nonexclusive license to use, copy, display, and make derivative works of the Feedback without restriction. In addition, RoofMarketplace hereby disclaims any and all liability for any comments, drawings, depictions, audio clips, or other content made available on the Site by other Users.
4. FEES AND BILLING
Currently, the Services are free to use by Customers. RoofMarketplace does charge Providers, Carriers, and others for their use of the Services. RoofMarketplace reserves the right to modify its fees for establishing an Account at any time in its discretion, and Customers’ continued use of the Services will be dependent on payment of such new fees. In addition, RoofMarketplace may make new products and services available for a fee. The charges for any such new products and services will be communicated at the time such new products and services are made available.
5. USE OF THE SERVICE
You are responsible for obtaining and maintaining all of the appliances, hardware, software, and services that you may need to access and use the Services, including implementing appropriate security safeguards and controls (including but not limited to applying regular updates, proper password and account management, and regular scans for malware and removal or quarantine when positive results of such scans arise). Without limiting the foregoing, you must obtain and maintain, and pay all charges, taxes, and other costs and fees related to, Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by you to access and use the Services.
B. Accounts and Passwords
You are responsible for protecting and safeguarding all keys, certificates, passwords, access codes, user IDs, and other credentials and login information (collectively, “Passwords”) that have been provided to you or that are generated in connection with your access to and use of the Services. You will not disclose or make available your Passwords as a User to others. If you are an administrator of an Account, you shall ensure that Users associated with the Account that you administer take reasonable steps to prevent unauthorized access to, or use of, the Passwords and the Services. Each User under an Account must have and maintain such User’s own Passwords, including login credentials. Account owners and administrators are responsible for the actions of Users under the Account and shall promptly deactivate User Passwords for Users that are no longer affiliated with the Account. For assistance with adding or removing Users under an Account, please contact your company administrator or RoofMarketplace customer service.
C. Customer Reviews
If you are a Customer, we may contact you to request a testimonial or review of your experience and customer satisfaction with Providers that have performed services for you in connection with your use of the Services (“Provider Reviews”). Submission of a Provider Review is entirely voluntary. RoofMarketplace shall own all content in any Provider Reviews that you provide to RoofMarketplace and will be entitled to use such Provider Review without restriction, including posting such Provider Review on the Site. RoofMarketplace does not publish any personally identifiable information in connection with Provider Reviews unless such information is submitted in the Provider Review itself. By submitting a Provider Review, you warrant that all information contained in such review is truthful and correct. You shall not submit a Provider Review that is false, defamatory, libelous, unfairly negative, or otherwise inaccurate. You represent and warrant that in submitting a Provider Review, you have not been unduly influenced by Provider to submit such review, including through the payment of money or other consideration (e.g., discounts, additional services, etc.). Submission of Provider Reviews is subject to the prohibition on activities set forth in Section 5.F below.
RoofMarketplace may suspend or limit access to the Services for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures, maintenance, upgrades, or other interruptions.
E. Suspension, Limitation, or Termination
RoofMarketplace may, without liability to you, immediately suspend, terminate, or limit access to your Account or the Services at any time in the event (a) RoofMarketplace determines that the Services are being used in violation of applicable federal, state, or local law or ordinance, these Terms of Service, or any agreement applicable to the Services; (b) RoofMarketplace determines that the Services are being used in an unauthorized or fraudulent manner or that you have submitted fraudulent or inaccurate information to RoofMarketplace or any other User; (c) RoofMarketplace determines that your use of the Services adversely affects the RoofMarketplace Platform or RoofMarketplace’s equipment or service to others; (d) RoofMarketplace is prohibited by an order of a court or other governmental agency from providing the Services; (e) of a denial of service attack or any other event that RoofMarketplace determines, in its sole discretion, may create a risk to the RoofMarketplace Platform, the Services or any other User if the Services were not suspended; or (f) of a security incident or other disaster that impacts the Services or the security of User Data (as defined below). In addition, RoofMarketplace may immediately deny or suspend access to your Account if you breach these Terms of Service. RoofMarketplace will have no liability for any damages, liabilities, or losses as a result of any suspension, limitation, or termination of your use of the Services in accordance with these Terms of Service.
F. Prohibited Activities
You shall not use the Services or interact with the RoofMarketplace Platform (a) in violation of these Terms of Service, including usage that exceeds storage volume limits or other parameters and restrictions described in any Content and Documentation or on the Site; (b) to infringe on, violate, dilute, or misappropriate the intellectual property or other rights of any third party, including rights of publicity or privacy; (c) to violate any law, statute, ordinance, or regulation; (d) to store, transmit, or post defamatory, inflammatory, trade libelous, threatening, or harassing data; (e) to store, transmit, or post obscene, pornographic, or indecent content or data; or (f) to introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms, or other malicious or harmful code. You shall not use the RoofMarketplace Platform or the Services in any application that may involve risks of death, personal injury, property damage, or environmental damage. You shall not interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Site, Services, Content and Documentation, or RoofMarketplace Platform. You shall not attempt to discover or use any license keys, access codes, or similar information provided from time to time by RoofMarketplace. You shall not attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the RoofMarketplace Platform or the Services by any other party. You shall access the Services only through the interfaces and protocols provided or authorized by RoofMarketplace. You shall not access the RoofMarketplace Platform or the Services through unauthorized means, such as unlicensed software clients. You shall not compile or use the RoofMarketplace-provided materials or any other information obtained through the Services or the RoofMarketplace Platform, including the Content and Documentation, for the purpose of unsolicited direct marketing, spamming, unsolicited contacting of other Users, or other impermissible advertising, marketing, or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations.
G. Changes to the Services
RoofMarketplace may change, modify, update, add to, discontinue, or retire the Services and any aspect or feature thereof, including but not limited to, hours of availability, equipment needed for access or use, and the type of files that can be stored. RoofMarketplace will provide notice of material changes to the RoofMarketplace Platform or the Services by posting them on the Site. It is your responsibility to check the Site periodically to inform yourself of any changes. Your continued use of the Services indicates your acceptance of any modified services or related terms and conditions.
A. User Data
You warrant that you are the owner or legal custodian of, or otherwise have the right to provide to RoofMarketplace, all programs, data, information, and other content you provide to RoofMarketplace or otherwise transmit to or through the RoofMarketplace Platform (the “User Data”). As between you and RoofMarketplace, you own all the User Data.
B. Use of Personal Data
In connection with the Services, RoofMarketplace may provide to you information about or owned by other Users. You acknowledge that such information may constitute data that is identifiable to specific individuals (“Personal Data”). You shall not use Personal Data of other Users for any purpose other than (i) to evaluate a Bid or Bid Request or provide the services in a Bid Request, or (ii) for the purposes communicated to you at the time such Personal Data is provided to you. You shall comply with all applicable data protection and privacy laws regarding the use of such Personal Data that you receive.
7. GENERAL WARRANTIES, REPRESENTATIONS, AGREEMENTS
Each party hereto represents and warrants that (a) it has the full right, power, and authority (including corporate right, power, and authority, as applicable) to enter into these Terms of Service, (b) the execution of these Terms of Service by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (c) when executed and delivered, these Terms of Service will constitute the legal, valid, and binding obligation of such party, in accordance with its terms.
B. Compliance with Law
In connection with the subject matter of these Terms of Service, you agree to comply with all applicable federal and state laws and regulations.
C. Authorization and Account Information
You represent and warrant that: (a) the information you provide in connection with your Account is accurate, complete, and in compliance with the requirements hereunder; (b) if you are registering for the Services as an individual, that you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms of Service; and (c) if registering for the Services as an entity or organization, (i) such entity or organization is duly authorized to do business in the country or countries where it operates, (ii) the individual accepting these Terms of Service and completing the registration for the Services meets the requirements of subsection (b) above and is an authorized representative of such entity or organization, (iii) the employees, officers, representatives, and other agents of such entity or organization accessing the Services are duly authorized to access the Services and to legally bind such entity or organization is to these Terms of Service and all transactions conducted under your Account; and (iv) by submitting or accepting a Bid or Bid Request, you authorize RoofMarketplace to communicate information to you via text, email, or phone. Notwithstanding the foregoing, you may opt out of communications in the future by communicating your desire to opt-out to RoofMarketplace.
8. LIMITED WARRANTY; DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, THE SITE, CONTENT AND DOCUMENTATION, ROOFMARKETPLACE PLATFORM, AND SERVICES ARE PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND. ROOFMARKETPLACE HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THESE TERMS OF SERVICE, THE SITE, THE ROOFMARKETPLACE PLATFORM, THE SERVICES, THE CONTENT AND DOCUMENTATION, THE USERS SUBMITTING BID REQUESTS HEREUNDER, THE PROVIDERS PROVIDING BIDS HEREUNDER, THE BIDS, THE BID REQUESTS, OR THE QUALITY OF SERVICES PROVIDED BY PROVIDERS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ROOFMARKETPLACE DOES NOT WARRANT THAT THE SITE, THE ROOFMARKETPLACE PLATFORM, OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE.
FURTHER, ROOFMARKETPLACE DOES NOT WARRANT AS TO (i) THE QUALITY OF SERVICES, MATERIALS, OR WORKMANSHIP OF PROVIDERS SUBMITTING BIDS OR (ii) THE CREDITWORTHINESS OF CUSTOMERS SUBMITTING BID REQUESTS.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROOFMARKETPLACE, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, SUPPLIERS, OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR LOST REVENUES, LOST PROFITS, OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OR ANY OTHER THIRD PARTY’S USE OF OR INABILITY TO USE THE API, ROOFMARKETPLACE PLATFORM, OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, LOSS OF TECHNOLOGY, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE DAMAGES, WHETHER OR NOT ROOFMARKETPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
THE MAXIMUM AGGREGATE LIABILITY OF ROOFMARKETPLACE, ITS LICENSORS, AND RESELLERS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE SERVICES, OR ACCESS TO OR USE OF THE ROOFMARKETPLACE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED THE HIGHER OF $100.00 AND THE FEES PAID BY YOU TO ROOFMARKETPLACE FOR THE SERVICES FOR THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER.
ROOFMARKETPLACE WILL HAVE NO LIABILITY HEREUNDER FOR ANY CUSTOMER’S OR CARRIER’S FAILURE TO PAY FOR ANY SERVICES RENDERED PURSUANT TO A BID, NOR FOR ANY OTHER ACTS OR OMISSIONS OF OTHER CUSTOMERS, CARRIERS, OR PROVIDERS.
NEITHER ROOFMARKETPLACE NOR ANY CARRIER WILL HAVE ANY LIABILITY HEREUNDER TO A CUSTOMER FOR A PROVIDER’S PERFORMANCE OF SERVICES FOR A CUSTOMER OR CARRIER. ROOFMARKETPLACE DOES NOT ADVISE OR ENCOURAGE CUSTOMERS TO CONDUCT ANY DANGEROUS ACTIVITIES (SUCH AS CLIMBING OR WALKING ON YOUR ROOF) IN FURTHERANCE OF RECEIPT OF THE SERVICES AND HEREBY DISCLAIMS ANY LIABILITY THEREFOR.
You shall not bring any suit or action against RoofMarketplace for any reason whatsoever more than one (1) year after the cause of action accrued.
RoofMarketplace or a RoofMarketplace agent may provide user support to you as posted on the Site. In providing support, RoofMarketplace or a RoofMarketplace agent may use a variety of tools to aid in the process of resolving your issues as a User and may request that you provide additional information in order to resolve these issues. You hereby grant RoofMarketplace and such agent the right to use those tools and any information you provide to RoofMarketplace in order to provide you with support.
If you are a Customer, you shall indemnify and hold RoofMarketplace, its investors, officers, directors, affiliates, subsidiaries, licensors, contractors, agents, and employees (collectively, the “RoofMarketplace Parties”) harmless against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, resulting from any claim (including third party claims), suit, action or proceeding against a RoofMarketplace Party, resulting from or arising out of or in connection with (a) claims of intellectual property infringement based on (i) your use of the Services, the Site, or the RoofMarketplace Platform with any other software or hardware not supported by RoofMarketplace, if such infringement would not have occurred but for such use or combination; or (ii) your modification of the Site, the RoofMarketplace Platform, Content and Documentation, or the Services; (b) your use of the Services or Content and Documentation, your Account, and any Bid Request, including claims of fraud or misrepresentation for false or misleading information contained therein (and including any such claims brought by a Provider); (c) a Provider’s performance of services for you, including your non-payment of any applicable fees or your failure of other obligations in connection with such services (and including any such claims brought by a Provider); (d) any death, personal injury, or property damages arising out of or in connection with a Provider’s performance of services to you (and including any such claims brought by a Provider); and (e) any violation of law by you or any breach by you of any representation, warranty, agreement, or obligation under these Terms of Service.
12. TERMS AND TERMINATION
Subject to RoofMarketplace’s receipt of all applicable fees hereunder, the term of these Terms of Service commences upon your acceptance of these Terms of Service and continues until the termination in accordance with this Section 12 (the “Term”).
B. Termination by User
You may terminate your access to the Services at any time via your Account.
C. Termination by RoofMarketplace
RoofMarketplace may terminate your access to the Services and these Terms of Service at any time with or without cause upon notice to you. Termination, with or without cause, by RoofMarketplace will not result in any refund of any fees previously paid to RoofMarketplace, including any Bid fees.
D. Consequences of Termination
Upon termination of these Terms of Service for any reason, (a) you shall cease to access and use your Account, the RoofMarketplace Platform, the Services, and any Content and Documentation provided to you, and (b) any outstanding Bids, Bid Requests, or service or product requests you have made will be cancelled.
The following survive the termination of these Terms of Service: (a) all liabilities accrued under these Terms of Service prior to the effective date of termination; and (b) Sections 2, 3.B, 3.C, 3.D, 3.E, 3.G, 4, 5.C, 5.F, 6, 8, 9, 11, 12.D, 12.E, and 13 of these Terms of Service. Subject to the provisions of Section 9 hereof, the rights provided in this Section 11 will be in addition to any and all rights and remedies available to a non-defaulting party at law or in equity upon any breach of these Terms of Service by the other party.
A. Entire Agreement
These Terms of Service set forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. No term or condition of any other document provided to RoofMarketplace which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon RoofMarketplace unless such document is signed by RoofMarketplace.
B. Modification; Waiver
RoofMarketplace may modify or amend the terms and conditions of these Terms of Service as set forth in Section 2 above. The waiver by either party of a breach of any provision hereof shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of such party to avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege.
C. Governing Law
These Terms of Service are governed by and to be construed in accordance with the laws of the Wisconsin as if made in and performed entirely within Wisconsin. The parties expressly reject any application to these Terms of Service of the United Nations Convention on Contracts for the International Sale of Goods. All disputes, actions, claims, or causes of action arising out of this these Terms of Service or the Services will be subject to the exclusive jurisdiction of the state and federal courts located in Wisconsin, and you hereby consent to the jurisdiction of such courts.
You shall not assign your rights or delegate any obligations hereunder without the express prior written consent of RoofMarketplace, including assignments by operation of law or merger or resulting from the sale of a business, stock, or assets to a third party. Any purposed assignment by you without the prior written consent of RoofMarketplace will be null and void. RoofMarketplace may assign its rights or obligations hereunder without notice or consent. These Terms of Service shall inure to the benefit of each party’s permitted successors and assigns.
E. Force Majeure
If either party is unable to perform any of its obligations hereunder (other than payment obligations) due to any act of God, fire, casualty, flood, war, strike, shortage, or any other cause beyond its reasonable control, and if such party uses reasonable efforts to avoid such occurrence and minimize its duration and gives prompt notice to the other party, then the affected party’s performance will be excused and the time for its performance will be extended for the period of delay or inability to perform. If the force majeure continues for more than thirty (30) calendar days, then either party may terminate these Terms of Service for convenience upon written notice to the other party.
In the event that any provision contained herein is for any reason held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision will be deemed null and void and severed from these Terms of Service, and the remainder hereof will remain in full force and effect and enforceable.
G. Independent Contractor
Neither party will be deemed to be an agent of the other party and the relationship of the parties will be that of independent contractors. No party will have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of any other party, or to bind any other party in any matter whatsoever.
Except as otherwise provided, notices under these Terms of Service must be delivered via the RoofMarketplace Platform or by email on file in the Account or if to RoofMarketplace email@example.com. Such notice will be deemed to have been given as of the date it is delivered.
I. Headings; Interpretation
The headings of the sections of these Terms of Service are for convenience of reference only and are not to be considered in construing these Terms of Service. The definitions set forth or referenced in these Terms of Service apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Whenever the words “include,” “includes” or “including” are used in these Terms of Service, they will be deemed to be followed by the words “without limitation” or “but not limited to” or words of similar import. The words “herein,” “hereof,” or “hereunder” and words of similar import refer to these Terms of Service in their entirety and not to any part hereof unless the context otherwise requires. The use of “or” is not intended to be exclusive.
If you have any question or concerns about what has been stated in this Terms of Service, please feel free to contact us at firstname.lastname@example.org.