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The terms, provisions, and conditions of this Member Agreement (“Agreement”) constitute a legal agreement between You (individually and, if applicable, your employer) (collectively, “You”) and ProjectGround, Inc., having a principal place of business in Fairfax County, Virginia, United States (“ProjectGround”).
This Agreement governs Your access to and use of the ProjectGround website, having a home page at www.projectground.com, as well as Your use or purchase of any and all services and products offered by ProjectGround. Be sure to carefully read and understand all of the rights and restrictions delineated in this Agreement.
You are asked to review and either accept or reject the terms and conditions of this Agreement. Your registration with and use of the ProjectGround website, including the posting of or bidding on any Projects (as defined below), will be rejected unless You accept the terms of this Agreement by checking the “I Agree” button below. BY CHECKING THE “I AGREE” BUTTON BELOW YOU ARE INTENDING TO BE LEGALLY BOUND BY THIS AGREEMENT AND YOU ACKNOWLEDGE AND INTEND THAT SUCH ACTION IS A REPRESENTATION OF YOUR SIGNATURE AND ACCEPTANCE TO THE TERMS OF THIS AGREEMENT.
1. DEFINITIONS.
A. The term “Affiliate(s),” as used herein, refers to any third party which, directly or indirectly controls, is controlled by or is under common control with such party. For purposes of the foregoing definition, “control” (including “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management policies of the entity in question, whether through the ownership of voting securities, partnership interests, or by contract or otherwise.
B. The term “Effective Date,” as used herein, refers to the date on which You agree to and acknowledge the terms, conditions, and obligations of this Agreement by checking the “I Agree” button below.
C. The term “Notice of Termination,” as used herein, refers to a notice, whether in paper or electronic form, which you receive from ProjectGround that indicates this Agreement has been suspended, terminated, expired or is otherwise cancelled for the reasons specified therein, which reasons may include without limitation Your violation of any term, provision, or condition of this Agreement.
D. The term “Member(s),” as used herein, refers to any individual or business entity that visits or uses the Website, is registered with ProjectGround.com, publishes or posts any materials within the Website, such as advertisement or articles of any kind, and/or acts in the capacity of a ProjectOwner and/or Service Provider.
E. The term “Project(s),” as used herein, refers to an assignment or job that a ProjectOwner would like to have a Service Provider perform. Depending on the context, the term “Project(s)” may also refer to a written description of such assignment or job that is published within the Website by such ProjectOwner.
F. The term “ProjectOwner(s),” as used herein, refers to any individual or business entity that posts a Project within the Website or otherwise requests (or receives), whether directly or indirectly, any services of any Service Provider.
G. The term “Service Provider(s),” as used herein, refers to any individual or business entity that submits bids for Projects or otherwise renders any type of service, whether directly or indirectly, in connection with any Project.
H. The term “Term,” as used herein, refers to the term of this Agreement, which shall commence on the Effective Date and end upon Your receipt of a Notice of Termination, as defined herein.
I. The term “Transaction(s),” as used herein, refers to the contractual arrangement that is created between a Service Provider and ProjectOwner, whereby a Service Provider performs a Project for a ProjectOwner in exchange for a fee that is paid by said ProjectOwner.
J. The term “Website,” as used herein, refers to the website having a home page located at www.projectground.com, including all sub-domains thereof.
2. MEMBER License.
A. ProjectGround grants You a revocable, non-exclusive, worldwide license to use the name “ProjectGround” and “ProjectGround.com” (the “ProjectGround Material”) on Your personal website, if any, for the sole purpose of creating a link from Your personal website to the Website during the Term.
B. Except as expressly set forth in Section 2.A., You agree not to use, copy, distribute, modify, or create derivative works from ProjectGround Material, or any other ProjectGround trademarks or service marks, without the written permission of ProjectGround.
C. You may not sublicense, assign, or transfer any license granted herein relating to the ProjectGround Material, and any attempt at such sublicense, assignment, or transfer is null and void.
D. You agree and acknowledge that ProjectGround shall own and retain all right, title, and interest in and to its names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology including without limitation “ProjectGround” and “ProjectGround.com” and those names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology currently used or which may be developed and/or used by it in the future.
E. No licenses are granted by either party except for those expressly set forth in this Section 2.
3. MEMBERSHIP Fees.
A. During the Term of this Agreement, depending on whether You are eligible for a free trial period of any kind and depending on the membership level to which you subscribe using this Website, You may be required to pay ProjectGround a fee for access to and use of certain features within the Website (the “Membership Fees”).
B. All Membership Fees due shall be paid to ProjectGround on the Effective Date, or on the first day following any applicable free trial period, and on the first day of each succeeding month during the Term, provided that such payment on the Effective Date (or first day following any applicable free trial period) shall be prorated based on the number of calendar days that remain in the month of such date.
C. You agree and acknowledge that You shall be obligated to pay ProjectGround the Membership Fees for at least one (1) full month in accordance with this Section 3, which shall not be refundable for any reason whatsoever, regardless of whether this Agreement is terminated by either party for any reason.
D. You further acknowledge and agree that any failure on Your part to timely and fully pay any Membership Fees owed to ProjectGround shall provide ProjectGround with the right, but not the obligation, to immediately terminate this Agreement, as well as Your use of and access to the Website, by providing you with written notice thereof, whether in paper or electronic form.
4. THE WEBSITE.
A. The ProjectGround Website offers ProjectOwners the ability to publish Projects within the Website, wherein such Projects involve the application of skilled labor in a variety of areas, including without limitation home-based projects of all kind, such as but not limited to home-improvement, home-maintenance and other home-based projects (e.g., electrical, carpentry, house cleaning, interior design, window treatment, flooring, landscaping, lawn care, heating & cooling, plumbing, handyman, painting, roofing/chimney, remodeling/renovation, automotive, real estate/moving-related projects), event planning, pet services, and the like. Similarly, the Website offers Service Providers the ability to review, bid for, and perform Projects, wherein such Projects are paid for by ProjectOwners. ProjectGround, Inc., including its Affiliates and the owners, officers, members, employees, contractors, directors, and agents thereof, shall at no time be considered a party to any Transaction that is consummated using, within, or as a result of the Website. Rather, as more fully set forth below, ProjectGround is merely an internet-portal through which ProjectOwners and Service Providers are brought together for the purpose of doing business and consummating Transactions between such parties. For the avoidance of doubt, all Members shall carefully review, assess and validate each Project, bid for a Project, Service Provider, ProjectOwner, and the credentials of any Service Provider or ProjectOwner before consummating a Transaction with any other Member. The decision to engage a Service Provider and/or to accept and perform a Project that is posted by a ProjectOwner is at Your sole and exclusive discretion and You hereby accept all risk associated therewith.
B. For the avoidance of doubt, and without limiting the foregoing, You acknowledge and agree to the following:
(i). If You ever represent Yourself as or act in the capacity of a ProjectOwner, You hereby agree and acknowledge (a) that any damages that You incur, whether personally, financially, and/or to any property (including without limitation any damage to property caused by fire, structural defects, water damage, and the like), in connection with the provision of any services by any Service Provider, whether in connection with a Project or otherwise, shall not be recoverable (in whole or in part) against ProjectGround, but rather would be recoverable only against the responsible Service Provider; (b) that any dispute arising between You and any Service Provider relating to the payment of any amounts arising from a Transaction must be addressed, litigated, resolved, and/or settled between You and such Service Provider and, furthermore, will not involve or implicate ProjectGround in any way; (c) that any dispute arising between You and any Service Provider relating to the workmanship, quality, timeliness, completion, or amendments to any work product, such as but not limited to any home improvements, arising from a Transaction or Project must be addressed, litigated, resolved, and/or settled between You and such Service Provider and, furthermore, will not involve or implicate ProjectGround in any way; (d) that any unlawful, unethical, or unwanted action taken by any Service Provider, including any theft, assault, harassment, or vandalism of any kind, in connection with any Project or Transaction is not the responsibility of ProjectGround and that Your sole remedy would be against such Service Provider; (e) that any damages arising from and/or disputes regarding unlicensed, unbonded, and/or uninsured labor provided by any Service Provider are not the fault and/or responsibility of, and shall not involve or implicate, ProjectGround in any way; and (f) that any damages arising from and/or inconvenience caused by any unavailability of any Service Provider, regardless of whether such unavailability occurs before or after the consummation of a Transaction or performance of a Project, are not the fault and/or responsibility of ProjectGround in any way.
(ii) If You ever represent Yourself as or act in the capacity of a Service Provider, You hereby agree and acknowledge (a) that any dispute arising between You and any ProjectOwner relating to the payment of any amounts arising from a Transaction or Project must be addressed, litigated, resolved, and/or settled between You and such ProjectOwner and, furthermore, will not involve or implicate ProjectGround in any way; (b) to timely and fully pay any and all Service Provider Fees and all other amounts owed to ProjectGround that may be subject to certain invoices that are issued in connection with a Transaction or Project; (c) that any dispute arising between You and any ProjectOwner relating to the workmanship, quality, timeliness, completion, or amendments to any work product, such as but not limited to any home improvements, arising from a Transaction or Project must be addressed, litigated, resolved, and/or settled between You and such ProjectOwner and, furthermore, will not involve or implicate ProjectGround in any way; (d) that any injury You sustain, whether personally and/or financially, in performing any Project shall not involve, implicate, or be recoverable (in whole or in part) against ProjectGround; and (e) You hereby warrant, represent and agree to carry sufficient insurance to fully compensate You, or any contractor, employee, or agent that You may engage, for any injury that is sustained in performing any Project and/or to fully compensate a ProjectOwner for any damage to any property that You may cause, whether directly, indirectly, or with or without fault, to such ProjectOwner’s property in connection with the performance of a Project or otherwise arising out of a Transaction.
5. INTELLECTUAL PROPERTY POLICY.
A. You hereby acknowledge and agree that ProjectGround may have entered into certain contractual arrangements with various Service Providers, whereby such Service Providers have agreed to solicit, bid for, and consummate Transactions via the internet solely and exclusively through the Website, such as but not limited to the terms, conditions and obligations set forth in Section 17 below. You hereby acknowledge and agree that any communications with any such Service Providers that are intended to induce such Service Providers to terminate any sort of relationship with ProjectGround, or otherwise reduce the amount of bids for Projects that such Service Providers would otherwise submit, may constitute an actionable interference with the business relationship between any such Service Providers and ProjectGround.
B. This Website, and each of its parts, is the property of ProjectGround, and/or its various third party vendors, customers, Affiliates, providers and distributors. None of the content or data found on this Website may be copied, reproduced, republished, uploaded, posted, distributed, sold, transferred, or modified without the express written permission of ProjectGround and/or its third party vendors, customers, Affiliates, providers and distributors, as applicable. In addition, the trademarks, logos and service marks displayed on this Website (collectively, the “Trademarks”) are registered or common law Trademarks of ProjectGround, its Service Providers, ProjectOwners, customers, Affiliates, providers, distributors, or various third parties. Subject to the license granted in Section 2 above, nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of ProjectGround or such other party that may own the Trademarks.
C. As a Member, You may have access to certain information, know-how, design information, work-flow information, and other information that is not available to the public at large. You agree not to emulate, copy, exploit or reverse engineer any of such information or know-how for any purpose whatsoever. You agree and acknowledge that the methods, business models, logic, functionality, purpose, and design of the Website are the sole and exclusive property of ProjectGround. You further agree not to misappropriate any of such information or material in any way that violates any intellectual property right of ProjectGround in any way.
D. Any unauthorized use of any content or material contained on this Website may violate copyright laws, trademark laws, patent laws, the laws of privacy and publicity, and communications regulations and statutes. Any unauthorized use of such content or material on this Website, including its reproduction, modification, distribution, or republication, without prior written permission of ProjectGround, or other third party if applicable, is strictly prohibited. The use of such content or material on any other website or in any environment of networked computers is strictly prohibited. Furthermore, the terms and conditions of ProjectGround’s Privacy Policy are hereby incorporated by reference in their entirety.
6. USE OF THIS WEBSITE.
A. This Website may be used only for lawful purposes. Transmission of any material in violation of any local, state, federal or export control law or regulation is prohibited. This includes, without limitation, material protected by copyright, patent, trademark, trade secret or other intellectual property right used without proper authorization.
B. ProjectGround does not accept responsibility for the content, materials and information published by others in this Website, including by any Service Provider, ProjectOwner, or by any of ProjectGround’s third party vendors, customers, Affiliates, providers and distributors, which is accessible through the Website and does not accept responsibility for the violation of any laws resulting from such publication or distribution.
C. If You interfere with others’ use and enjoyment of the services provided by ProjectGround, You shall be deemed to be in violation of this Agreement. Violations of system or network security are prohibited, and may result in criminal and civil liability. ProjectGround will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
D. Unless otherwise expressly authorized by ProjectGround, using this Website and/or the information contain therein to send unsolicited, commercial mass e-mail messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited.
E. Although ProjectGround does not review or censor materials and information which are accessible on the Website, including Project descriptions, or other websites which may be accessed from the Website, if ProjectGround becomes aware that You are in violation of this Agreement, ProjectGround reserves the right to suspend or terminate Your access to this Website without notice. Furthermore, ProjectGround reserves the right to delete and remove any information or material that You publish within the Website, whether in connection with a Project description, a bid for a Project or otherwise, if ProjectGround believes, in its sole discretion, that such information or material may violate the terms and conditions of this Agreement.
F. You hereby represent and warrant as follows: (i) Your Project description (when acting as a ProjectOwner), and/or Your proposal or bid for a Project (when acting as a Service Provider) (collectively, “Your Material”), will not violate any local, state, or federal law, rule, or regulation, including any labor regulations, laws of decency, laws related to the use, sale, offer for sale, or trafficking of illegal substances, or any other law or regulation of any kind; (ii) neither Your Material nor the exploitation thereof will violate the rights to privacy or publicity of any person or constitute a defamation against any person, or in any other way violate the rights of any person whomsoever; (iii) You own all rights to Your Material free and clear of any liens, encumbrances, and other third party interests, and any claims or litigation, whether pending or threatened; (iv) neither Your Material nor any element thereof is pornographic, obscene, offensive to community standards, discriminatory, promotes violence or contains false advertising, hate speech or viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful programming language; (v) You have full right and power to make and perform this Agreement without the consent of any third party; and (vi) You shall defend, indemnify and hold ProjectGround, its Affiliates, licensees and assigns, and its directors, officers, and agents harmless from all claims, liabilities, damages, costs and reasonable legal fees and expenses arising from any breach or alleged breach by You of any representation, warranty or agreement hereunder and/or Your tortious conduct.
G. As ProjectOwners, you agree to grant permission to ProjectGround.com, on behalf of the ProjectOwners, to search and solicit an interest of potential service providers, who may or may not be a member of ProjectGround.com, inviting to submit bids for their posted projects via direct or indirect means including e-mail communications.
H. You further agree to comply with the following terms, conditions, policies and guidelines when using this Website:
(i) You agree not to post, publish, or list a Project within the Website unless You have a bona fide intent to engage a Service Provider;
(ii) You agree not to post, publish, or list a bid for a Project within the Website unless You have a bona fide intent to perform, complete and fulfill the Project for the amount specified in such bid (and no more);
(iii) You agree not to post, publish, or list a Project for mere informational purposes with no legitimate intent of awarding the Project to a Service Provider;
(iv) If You award a Project to a Service Provider, You agree to promptly communicate with such Service Provider to coordinate having the Project performed;
(v) If You accept a Project that is published by a ProjectOwner, You agree to promptly communicate with such ProjectOwner to coordinate having the Project performed;
(vi) You agree not to disparage, in any way, any other Service Provider, ProjectOwner, visitor, or user of this Website;
(vii) You agree to use reasonable efforts to leave honest, truthful and objective “feedback,” using the ProjectGround “feedback” reporting system, following the completion of a Project;
(viii) You agree not to, directly or indirectly, leave “feedback” for Yourself or induce others to leave fabricated or undeservedly positive “feedback” on Your behalf;
(ix) You agree not to unjustifiably leave negative “feedback” for any other Service Provider or ProjectOwner for the sole purpose of artificially deflating the reputation of such other Service Provider or ProjectOwner;
(x) You agree not to use the ProjectGround “feedback” reporting system in any way to “blackmail” other Service Providers or ProjectOwners or otherwise threaten to leave negative “feedback” for such other Service Providers or ProjectOwners;
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