1-800-FIXED-UP, Inc., ("1-800-FIXED-UP" hereinafter "Company") provides leads received from customers (each a "Customer"). Leads will be delivered to you as a Service Provider for projects that appear to have met the profile of projects for which you have represented to be qualified. When a Customer Lead is delivered, accepted and confirmed with you as a Service Provider, contact with the Customer must be initiated within one business day of receiving confirmation of the Customer Lead. Customer Leads may not be transferred, assigned, or given to anyone except the Service Provider accepting the lead.

As a "Service Provider", in the 1-800-FIXED-UP Service Provider Network, you have affirmed to be qualified to:

Perform services and trades in the design, remodeling and/or construction of residential home improvement and/or commercial design, remodeling and construction projects.

You have also made certain affirmations regarding:

(i) your relevant experience,
(ii) your credit worthiness and company or personal financial status,
(iii) your licensing in states and provinces as required by law,
(iv) your insurance coverage in amounts required by law.

Company has the absolute discretion after reviewing qualifications to accept or deny any service provider from the 1-800-FIXED-UP program.

Insurance Requirements:

At this time of application you represent and warrant that you have comprehensive insurance with the minimum amounts of coverage for the particular trade. Those amounts may be designated by 1-800-FIXED-UP in its sole discretion.

A formal certificate of insurance evidencing coverage designated by 1-800-FIXED-UP is to be delivered to 1-800-FIXED-UP within 30 days of the approval of your application. The insurance policy(s) is/are to remain in full force and effect for the duration of your membership with the 1-800-FIXED-UP Network. Failure to maintain insurance consistent with 1-800-FIXED-UP requirements may result in 1-800-FIXED-UP's sole Discretion to terminate your membership in the 1-800-FIXED-UP Network without any refunds of fees paid to 1-800-FIXED-UP.


Credit Checks:

Your credit report may be periodically reviewed and checked through a nationally recognized credit-reporting agency. You expressly grant permission to 1-800-FIXED-UP and consent to each request and review of your records. Failure to maintain creditworthiness consistent with 1-800-FIXED-UP requirements may result in 1-800-FIXED-UP's sole Discretion to terminate your membership in the 1-800-FIXED-UP Service Provider Network without any refunds of fees paid to 1-800-FIXED-UP.


Licenses:

As a Service Provider you must provide proof of current licenses for all states and provinces for services you intend to perform.


Subcontractors:

Any subcontractor of the Service Provider must satisfy the same insurance and licensing requirements designated by 1-800-FIXED-UP for the Service Provider.


Network Performance Standards:

Service Provider is to perform all jobs in a workman-like manner consistent with the highest prevailing standards for work of a similar nature in accordance with applicable laws, governmental permits, codes, safety regulations and procedures.


Independent Contractor:

The parties are independent contractors, and this Agreement will not be construed to create a partnership, joint venture or other relationship. Neither party will have, or hold itself out to third parties as having, any authority to bind or enter into any agreement on the other party's behalf.


Fees and Payments:

Company reserves the right to change the annual membership price at any time. Changes will take effect upon next membership renewal term of the Contractor. Should Contractor cease to continue payments to Company will have the right to discontinue the services immediately and pursue any and all legal action necessary in order to render payment. Contractor will be responsible for the number of months left in the annual contract price at a prorated basis per month. Should contractor pay in full the entire annual membership, no refund will be granted upon termination of use of Company's services.


Prescreening. Contractor authorizes Company to charge their account a $50.00 (Fifty Dollar) annual screening fee on a one time annual basis. This fee is charged to ensure quality services and will be charged on a one time annual basis regardless of the amounts of leads generated by the Company for Contractor. Said prescreening fee will non-refundable.



Renewal of Membership. Contractors subscription plan to Company's service will renew on or about the 4th day preceding the end date of the current subscription. Renewals are automatic unless Company is notified otherwise. Renewals will be charged to the credit card designated by Contractor at the time of signup.


Termination, Indemnification and Warranty:

The term of this Agreement (the "Term") shall commence as of date set forth above and shall continue with the terms agreed between the parties. Either party may terminate this Agreement upon not less than thirty (30) days' prior written notice to the other party of any breach by such other party which is not cured within such thirty (30) day period. Upon any termination or expiration of this Agreement, only the rights and obligations of the parties under all other sections will survive such termination or expiration.


Indemnification. Contractor or Company, as applicable (in either case, the "Indemnifying Party") will defend and indemnify the other party and its affiliates against any third party claim, to the extent arising out of or in connection with (a) any breach of this Agreement by the Indemnifying Party. The Indemnifying Party will pay any award against the other party and any costs and attorneys' fees reasonably incurred by the other party and its affiliates resulting from any such claim; provided, that the party seeking indemnification (a) gives the Indemnifying Party prompt written notice of the claim, (b) cooperates with the Indemnifying Party (at the Indemnifying Party's expense) in connection with the defense and settlement of the claim, and (c) permits the Indemnifying Party to control the defense and settlement of the claim, provided that the Indemnifying Party may not settle the claim without the indemnified party's prior written consent (which will not be unreasonably withheld). The indemnified party (at its cost) may participate in the defense and settlement of the claim.

Warranty Exclusion; Limitation of Liability. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES IN RELATION TO THIS AGREEMENT, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF REVENUES OR OTHER ECONOMIC OR NON-ECONOMIC BENEFITS THAT CONTRACTOR MAY OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT

Modification:

No modification, waiver or amendment of any term or conditions of this Agreement shall be effective unless and until it shall be reduced to writing and signed by both of the parties hereto or their legal representatives.


Survival:

The provisions of this Agreement that by their nature and content are intended to survive the performance hereof, shall so survive the completion and termination of this Agreement. Without limiting the generality of the foregoing, Articles of this Agreement shall so survive.

Representations and Warranties:

1-800-FIXED-UP makes no representations or warranties whatsoever, express or implied, regarding any Customer or Customer Lead. Nothing in the relationship of 1-800-FIXED-UP with any Customer shall be construed to create any agency, partnership, joint venture, and employer-employee or franchisor-franchisee relationship.


Applicable Law:

This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of California. Both parties consent to jurisdiction and venue in the state and federal courts of the State of California.



Dispute Resolution:

You as a Service Provider and 1-800-FIXED-UP agree that for any claim or controversy arising out of, under, or related to the Application or the Terms & Conditions, for any breach thereof or any causes of action or claims the parties have with respect thereto, where the claim or controversy cannot be resolved informally, the parties agree to use the alternate dispute resolution procedure of mediation in accordance with the Rules of the American Arbitration Association followed, if necessary, by binding, non-appealable arbitration administered in the State of California.

Not with standing the forgoing, the provisions of this Dispute Resolution section regarding the requirement for the alternate dispute resolution procedure of mediation followed by binding arbitration and the limited time during which such proceeding or legal action may be brought, shall have no application to 1-800-FIXED-UP in the collection of unpaid Lead Fees from you as a Service Provider.

Mediation or arbitration may be utilized but will not be required for actions by 1-800-FIXED-UP to collect Lead Fees. 1-800-FIXED-UP may pursue any lawfully means for the collection of Lead Fees at any time of its choosing not barred by the applicable statute of limitations.

You as a Service Provider acknowledge and consent to the jurisdiction of the county, state and federal courts sitting in the State of California for the collection of unpaid Lead Fees.


Force Majure:

Neither 1-800-FIXED-UP nor you as a Service Provider will be liable for any failure or delay in its performance due to causes, including, but not limited to, acts of God, acts of civil or military authority, fire, epidemic, flood, earthquake, riot, war, sabotage, terrorism, or dispute, and governmental action, which are beyond its reasonable control.


No Waiver:

Failure by 1-800-FIXED-UP or you as a Service Provider to enforce any provision of the Application or the Terms & Conditions will not be deemed a waiver of future enforcement of that or any other provision.

Nondiscrimination:

Company agrees to comply and to cause its agent(s) and/or subcontractors to comply with the provisions of all applicable federal, state, and local laws, regulations and executive orders relating to equal opportunity and nondiscrimination in employment, and the use of minority business enterprises, to the extent that any such laws, orders and regulations are applicable in the performance of their work hereunder. For the purpose of this Agreement, the provisions of such laws, orders and regulations shall be deemed an integral part of this Agreement to the same extent as if they were written at length herein.


Taxes:

The fees and charges reflected in the agreement hereof are exclusive of any sales, use, personal property, value added and goods/services taxes. Where applicable, such taxes shall appear as a separate item on Company's invoice and Contractor shall be liable for the payment of such taxes to Company.


Confidentiality:

The terms of this Agreement are the confidential and proprietary information of Company, and Contractor will maintain the same in strict confidence and not disclose the same to any third party. The Contractor Customer Information is confidential and proprietary information of Contractor, and Company will maintain the same in strict confidence and not disclose the same to any third party other than Company's 100% owned subsidiaries (except as required by applicable law or regulation, provided that Company, in consultation with Contractor, uses reasonable efforts to seek confidential treatment of the same), unless such information enters the public domain through no fault of Company. Neither party will issue any press releases, make any other public disclosures regarding this Agreement or the relationship of the parties, use any of the other party's trademarks, tradenames, other proprietary marks or copyrighted materials without such other party's prior written consent.


Assignment:

Except as provided in the next sentence, neither party may assign this Agreement or its rights hereunder, in whole or in part, or delegate any of its obligations under this Agreement, without the other party's prior written consent, except that either party may assign this Agreement to any of its corporate affiliates or in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or similar transaction, provided that the assignee agrees in writing to be bound by all the terms and conditions of this Agreement. Notwithstanding the foregoing,


Company may assign its rights to receive payments hereunder to any person or entity without restriction. No assignment or delegation of this Agreement or any rights or obligations hereunder shall relieve the assigning or delegating party of its obligations under this Agreement in the event of non-performance by its assignee or delegate. Subject to the foregoing, this Agreement will be binding on and enforceable by the parties and their respective successors and permitted assigns.