ContractSpot.com Terms and Conditions - Service Provider
Welcome to Contract Spot!
This User Agreement (this “Agreement”) is a legally binding contract between you and Contract Spot, LLC, an Ohio limited liability company (“we,” “us,” or “Contract Spot”). By accepting these terms, you represent that you are of legal age and capacity to enter into this Agreement, and have the authority to bind the party that plans to use Contract Spot’s online list of service providers, the payment facilitation service, or any other service offered (you and that party collectively referred to hereinafter as “you”). If you are a business entity, you also represent that you are authorized to do business in the state, country or countries where you operate, and that your employees, officers, representatives, and other agents are duly authorized to legally bind you to this Agreement and all transactions initiated your username and password. In exchange for access to and use of the services and information provided by Contract Spot, you agree to be bound by this Agreement.
1. Defined Terms
“Account Holder” means a Customer or Service Provider that has completed registration with Contract Spot in order to use the payment facilitation service.
“Business Day” means a weekday, excluding holidays.
“Contract Spot Account” or “Account” means the account maintained by Contract Spot on behalf of an Account Holder.
“Customer” means a person or entity that accesses the Service Provider List in order to find a Service Provider or uses the Payment Service to pay for services rendered or goods provided to that person or entity by a Service Provider.
“Deposit Account” means a deposit account, capable of receiving funds through the Automated Clearing House (“ACH”) network, registered with Contract Spot by Service Providers in connection with the Payment Service.
“Domestic Payment Transaction” means a transaction in which all of the following apply: (i) Both the Software Vendor Customer and the Service Provider are located in the United States,(ii) the Service Provider’s services are performed in the United States, (iii) the payments are made through automated clearing house (ACH) transfer between financial institutions in the United States, and (iv) payments are made in US Dollars.
“Payment Instrument” means a credit card, debit card, or deposit account registered by a Customer or Service Provider with Contract Spot in connection with a Contract Spot Account.
“Payment Service” means the service provided by Contract Spot for the facilitation of payments from Customers to Service Providers.
“Service Provider” means a service provider whose contact information is listed on the Service Provider List and/or who is registered as an Account Holder.
“Service Provider List” means the list of Service Providers and related information maintained by Contract Spot on its web site or sites.
2. Relationship between the Parties.
2.1 Contract Spot is an Independent Contractor. Contract Spot is an independent contractor for all purposes under this Agreement, and does not guarantee the identity of any Customer or that any Customer will perform any agreement you may enter into with the Customer.
2.2 No Joint Venture, Partnership, or Agency Relationship. Nothing in this Agreement, nor any performance hereunder, shall be deemed or construed to create a joint venture or partnership between the parties to this Agreement or between Contract Spot and any Customer. Except as expressly set forth herein, no party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other party. The relationship of the parties is, and at all times shall continue to be, that of independent contractors.
2.3 Agreements between you and Customers or other third parties. You acknowledge and agree that transactions and agreements between you and any Customer are solely between you and such Customer. In no event will Contract Spot be a party or counterparty, either directly or indirectly, to any transaction or agreement you enter into with any Customer or other third party, regardless of whether payment is facilitated through the Payment Service. Contract Spot does not guarantee the identity of any Customer or the accuracy of any information provided by any Customer.
2.4 No Third Party Beneficiaries. Nothing in this Agreement shall confer any right or benefit on a person not a party to this Agreement nor impose any obligations on Contract Spot to persons not a party to this Agreement.
2.5 Contract Spot is not a Bank. Contract Spot is not a bank or chartered depository institution. Funds maintained by Contract Spot in your Account, payments facilitated by Contract Spot from Customers to Service Providers, as well as any refunds from Service Providers to Customers are not deposit obligations of Contract Spot and are not insured for the benefit of any Customer or Service Provider by the Federal Deposit Insurance Corporation or any government agency.
3. Access and Use
3.1 Service Provider List. Subject to this Agreement, Contract Spot will publish the contact and additional information provided by you in its online list of Service Providers (the “Service Provider List”) via http://www.contractspot.com or such other uniform resource locator (URL) as Contract Spot may designate from time to time. Contract Spot does not endorse or recommend the services of any particular Service Provider. If you enter into an agreement with any Customer, your rights will be governed by the terms of that agreement and by applicable federal, state, provincial, and local law.
3.2 Payment Service. If you elect and register to use the Payment Service, Contract Spot will facilitate the processing of payments to you from Customers, subject to the terms of this Agreement including the Operating Procedures in Section 4. Contract Spot will store information you provide, including information regarding your Payment Instrument and your Deposit Account, and will process payments from Customers through the appropriate Payment Instrument network. You authorize Contract Spot to disclose information about your Deposit Account as necessary to complete processing of payments. You also authorize the debiting of funds from a Payment Instrument you register with Contract Spot, or from your Deposit Account, in connection with reversals, refunds, or adjustments made through the Payment Service. Contract Spot may delay payment processing for suspicious transactions or transactions that appear to involve fraud, misconduct, or any violation of applicable law, this Agreement, or other applicable Contract Spot policies, as determined in Contract Spot’s discretion. The Payment Service is limited to US Domestic Payment Transactions only. Moreover, in some cases, such as when Customers come to Contract Spot through a third party software product, their payment options may be limited to Automated Clearing House (ACH) transfers, and they will not be able to pay through credit card, debit card or other methods otherwise available to Customers.
3.3 Account Balances. Contract Spot will hold funds in your Contract Spot Account, less any applicable Service Fees, separately from Contract Spot’s general corporate funds and shall not voluntarily make your funds available to its creditors in the event of bankruptcy.
3.3 Service Fees. The Service Fees for use of the Payment Service and for publication of your information through the Service Provider List shall be as provided by Contract Spot in a separate fee schedule t, as updated periodically in Contract Spot’s discretion. You are responsible for visiting the fee schedule from time to time to become informed of any fee changes. Your continued use of the Payment Service after such fee changes shall constitute your agreement to such changes. Please click on the link at the end of this User Agreement to Access the Fee Schedule.
4. Operating Procedures
4.1 Operating Rules. You agree to comply with all applicable state and federal laws, rules and regulations, as well as the terms of this Agreement. Without limiting the generality of the foregoing, you agree that you, and any authorized user of your username and password, will not:
a) Omit information that you are required to provide to Contract Spot or to other users of the Payment Service, or provide inaccurate information;
b) Use, transmit, distribute, or store via any of Contract Spot’s web sites or networks, servers or facilities any data, information or other material that infringes or otherwise violates any copyright, trademark, trade secret, or other intellectual property right of any individual or entity;
c) Use the Service Provider List, Payment Service, or any Contract Spot web site for any unlawful purpose or to otherwise undertake any activities that reasonably can be expected to be harmful to or to otherwise interfere with the Service Provider List or Payment Service, the use thereof by any other user, or any system, network, or equipment of Contract Spot or any third party, including but not limited to transmitting any virus, worm, Trojan Horse, or other contaminating or destructive feature;
d) Violate or attempt to violate the security of the Service Provider List, Payment Service, or any Contract Spot web site, system, network, server, equipment, or authentication measure; or
e) Interfere or attempt to interfere with the use of or access to Contract Spot’s systems, networks, authentication measures, servers, or equipment.
4.2 Payment Service Registration Requirements. In order to use the Payment Service, you must provide all information required on the Payment Service registration pages, and you must agree to be bound by this Agreement. You must register with Contract Spot and maintain a Deposit Account capable of receiving funds through the ACH network and a valid Payment Instrument in good standing, and pay all fees and other obligations arising from your use of the Payment Service. You must provide a username and password to create a Payment Service account. You must provide and maintain current, complete, and accurate information as required by Contract Spot.
4.3 Confirmation of Payment Instrument and Deposit Account Good Standing. You hereby authorize Contract Spot to confirm that any Payment Instrument and Deposit Account you register with Contract Spot is in good standing with the financial institution providing the Deposit Account or issuing the Payment Instrument.
4.4 Direct Debit Authorization. When you register a deposit account as a Payment Instrument and complete an authorization agreement for direct debit from your deposit account, you authorize Contract Spot to initiate debit entries from your deposit account. When you fund your Contract Spot Account from your registered deposit account, whether or not in connection with the Payment Service, you are requesting an electronic transfer from your deposit account and agree that such a request constitutes your authorization to Contract Spot to make the transfer. Once you have provided your authorization for a transfer, you will not be able to cancel the electronic transfer.
4.5 Permissible Transactions and Transfers. You may only use the Payment Service to process payments for lawful services or goods provided by you to a Customer or Customers, or for related refunds or other payments from you to the Customer or Customers. The Payment Service may not be used to transfer funds that are unrelated to services or goods provided to a Customer.
4.6 Limitations on Transfers. Contract Spot reserves the right to limit the number and dollar amount of electronic transfers made to or from your Contract Spot Account for security reasons.
4.7 Service Provider Responsibility for Username and Password Information. You are responsible for maintaining the confidentiality of your username and password, and for any and all transactions initiated by persons to whom you provide your username and password.
4.8 Account Suspension and Termination. Notwithstanding any other provision of this Agreement, if you breach this Agreement, or if Contract Spot reasonably believes that you or another user of your account may have breached this Agreement, Contract Spot reserves the right, in addition to and without limitation of any other rights or remedies Contract Spot may have under this Agreement or applicable law, to suspend your use of the Payment Service for such length of time as Contract Spot believes necessary or advisable; and to terminate your Account. Upon termination of your account, you remain liable under all agreements you have entered into with any Customers and for any other obligations you have incurred under this Agreement or any other Contract Spot policies. You or Contract Spot may also terminate this Agreement and your Account for convenience at anytime upon notice. In the event of a termination for convenience, Contract Spot will honor any payment facilitation obligations then outstanding at the time of termination, and you will continue to be liable for your outstanding obligations under your agreements and this Agreement. Contract Spot will provide notice to you in the event that we suspend or terminate your use of the Payment Service or your Account.
4.9 General Suspension. Notwithstanding any other provision of this Agreement, in addition to, and without limitation of, any other rights or remedies Contract Spot may have under this Agreement or applicable law, Contract Spot may suspend or terminate the access rights of any and all users of the Payment Service or the Service Provider List, for such period of time as Contract Spot, in its sole discretion, believes necessary or advisable (a “General Suspension”), if Contract Spot believes any of the following events or conditions are occurring, are reasonably likely to occur, or have occurred:
a) irregularities involving the Payment Service, Service Provider List, or any web sites maintained by Contract Spot, including unscheduled downtime for maintenance or other reasons;
b) physical irregularities, including matters affecting the safety or welfare of personnel or the infrastructure comprising or supporting the Service Provider List, Payment Service, or Contract Spot web sites, such as fires, bomb threats, substantial inclement weather, power failures, and Internet outages; or
c) any matter that adversely affects, or that Contract Spot reasonably believes may adversely affect, Contract Spot’s ability to comply with any applicable laws, rules, or regulations.
Contract Spot will make all reasonable efforts to notify you and all users as soon as practicable of the reason and anticipated duration of any General Suspension.
4.10 Use of Electronic Communications. Contract Spot may communicate with you by means of electronic communications, including sending electronic mail to the email address you provide and posting notices or communications on contractspot.com. You agree that we may communicate the following to you by means of electronic communications: the User Agreement (and any revisions or amendments), notices or disclosures regarding the Payment Service or Service Provider List, payment authorizations, and any other matter relating to your use of the Payment Service or Service Provider List. Electronic communications shall be deemed received by you according to the notice provisions of Section 17.
4.11 Errors, Fraud, and Unauthorized Transactions.
4.11.1 Notifying Contract Spot of Errors, Fraud or Unauthorized Transactions. You must notify Contract Spot immediately according to the notice provisions of Section 17.2 if you believe any of the following has or may have occurred: (a) there has been or will be an unauthorized or fraudulent transaction or error on your account, (b) there has been unauthorized access to your account, or (c) your password, username, or other registration information has been compromised. If you initially contact Contract Spot via telephone or email regarding fraudulent or unauthorized transactions, we may require that you send notice to us in writing within 10 business days after the initial phone or electronic mail contact.
4.11.2 Review of Reports of Errors and Unauthorized Transactions. We will advise you of the results of our investigation within 10 business days after we receive your notice. If we have made an error, we will correct it promptly. If we need more time to investigate your reported error or unauthorized transaction, we may take up to 45 business days to investigate. If we decide that we need more time, we will provisionally re-credit your Contract Spot Account or Payment Instrument for the amount you think is in error within 10 Business Days after we receive your notice. At the end of our investigation, we will advise you of the results within 3 Business Days. If we determine that there was no error, we will send you a written explanation and we may debit any provisional credit that we previously credited to you in relation to the alleged error.
4.11.3 Liability for Unauthorized Transactions. If you notify us and we verify that there has been unauthorized access to your account, we will reimburse you for all unauthorized transactions sent from your account that occur within 60 days of the time that you knew or should have known about the improper account access. If you do not report the unauthorized access to us within 60 days of the time that you knew or should have known about it, we will still reimburse you in full for all unauthorized transactions that took place within or before that 60-day period, but you may be liable for all unauthorized transactions resulting from the improper account access that occur on day 61 and beyond (if we can demonstrate that we could have prevented the losses if you had notified us in a timely manner).
4.11.4 Liability for Errors. If a Contract Spot processing error results in an overcharge to your Payment Instrument or Contract Spot Account, Contract Spot will credit your Payment Instrument or Contract Spot Account for the amount in error. If a Contract Spot error results in your Payment Instrument or Contract Spot Account being charged or debited less than should have been charged or debited, Contract Spot will debit or charge the your Payment Instrument or Contract Spot Account for the amount in error.
4.12 Account Information and Transaction History. You may view your transaction history and account balance at any time by using your username and password to log into your Account through http://www.contractspot.com or such other URL as Contract Spot may designate.
4.13 Service Provider Responsibility for Taxes. The reporting and payment of any applicable taxes arising from transactions facilitated through the Payment Service is your responsibility. You hereby agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with any services or goods for which payments are facilitated using the Payment Service.
4.14 Customer Review of Service Providers. Customers who employ Service Providers are encouraged to submit written reviews of the performance of each Service Provider to Contract Spot, and Contract Spot may add such reviews to the information for that Service Provider on the Service Provider List or on a Contract Spot website. Service Providers will receive a copy of each review provided by a Customer to Contract Spot, and have the right to submit a response to any review provided by a Customer. Contract Spot reserves the right to add, change, or remove reviews by Customers or responses by Service Providers at any time, in its sole discretion. Contract Spot is not responsible for the content of any reviews or comments posted on http://www.contractspot.com or such other URL as Contract Spot may designate.
4.15 Disputes. You agree to cooperate with us to resolve complaints from Customers. You will respond to our inquiries and deliver to us any information reasonably requested by us regarding any disputed transactions within ten (10) business days of our request. If a Customer files a complaint, we may place the disputed amount on hold and you will not be able to withdraw the amount until the complaint is resolved. We may transfer the disputed amount to the Customer as a chargeback to you if you fail to timely respond to a complaint or fail to honor any agreement for the resolution of a complaint. If a dispute arises between you and a Customer, you release us (and our agents and employees) from any and all claims, demands, and any damages (actual and consequential) in any way connected with the dispute and the transaction. We have no obligation to, and cannot guarantee, we will resolve any disputes related to any transaction.
5. Security Safeguards
5.1 Data Back-Up. All information on Contract Spot is backed up daily every 30 minutes, as well as nightly.
5.2 Encryption. All information sent to and from Contract Spot’s servers is encrypted using 128-bit encryption.
6. Contract Spot Disclaimer of Warranties.
ALL INFORMATION AND SERVICES, INCLUDING THE SERVICE PROVIDER LIST, PAYMENT SERVICE, AND ALL CONTENT, SOFTWARE, FUNCTIONS, materials OR INFORMATION provided by Contract Spot in connection with the Service Provider list and payment service, are provided “as is.” CONTRACT SPOT AND ITS OWNERS MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, INCLUDING ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
Contract Spot does not WARRANT that ITS WEB SITES, NETWORK OR EQUIPMENT will operate in an error-free or uninterrupted manner. cONTRACT SPOT WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES, SECURITY BREACHES, OR OTHER INTERRUPTIONS. Contract spot does not guarantee that any data or other information IT may provide will be accurate, OR THAT CONTRACT SPOT WEB SITES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT THE INTERNET, COMPUTER NETWORKS, AND COMMUNICATIONS LINKS AND DEVICES NECESSARY TO ENABLE YOU TO ACCESS AND USE THE SERVICE PROVIDER LIST, PAYMENT SERVICE, AND YOUR ACCOUNT ARE INHERENTLY INSECURE AND VULNERABLE TO ATTEMPTS AT UNAUTHORIZED ENTRY AND THAT NO FORM OF PROTECTION CAN ENSURE THAT CONTRACT SPOT’S COMPUTER SYSTEMS OR DATA WILL BE FULLY SECURE.
In the event that Contract Spot’s services are accessed through a third party’s software product, CONTRACT SPOT ALSO MAKES NO WARRANTIES with respect to that third party’s software product or your relationship with such third party. You understand that such third party is not an agent of Contract Spot, and that Contract Spot has no control over or involvement in such third party’s products You hereby release and hold harmless Contract Spot from any liability or claims related to such third party or its software product.
7. Limitation of Liability
7.1 DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE CUMULATIVE LIABILITY UNDER OR RELATING TO THIS AGREEMENT OR THE PAYMENT SERVICESOF CONTRACT SPOT AND ITS OFFICERS, DIRECTORS, MEMBERS, AND EMPLOYEES, WHETHER ARISING FROM ORDINARY NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, EXCEED THE FEES PAID TO CONTRACT SPOT BY YOU. This Section shall survive the termination of this Agreement for any reason.
7.2 CONSEQUENTIAL AND INDIRECT DAMAGES. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL CONTRACT SPOT, ITS OFFICERS, DIRECTORS, MEMBERS OR EMPLOYEES BE LIABLE IN ANY EVENT OR FOR ANY REASON, EITHER DIRECTLY OR INDIRECTLY, TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST DATA, LOST GOOD WILL, LOST BUSINESS, OR DOWN TIME OR LOSS OF PROFITS ARISING OUT OF THIS AGREEMENT OR THE USE OF THE PAYMENT SERVICE OR ANY DOCUMENTATION OR INFORMATION PROVIDED BY CONTRACT SPOT UNDER THIS AGREEMENT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE. This Section shall survive the termination of this Agreement for any reason.
You agree to indemnify, hold harmless, and defend Contract Spot and its directors, officers, employees, and agents from and against all claims, liabilities, legal actions, loss, damage, costs, and expenses (including attorneys fees and court costs) arising out of or resulting from (a) any breach or alleged breach by you of your obligations, representations, warranties or covenants hereunder; or (b) use of the Service Provider List and Payment Service and any other materials or information provided by or on behalf of Contract Spot under this Agreement by you or any other person gaining access to the Service Provider List or Payment Service through you. This Section shall survive the termination of this Agreement for any reason.
9. Copyright and Intellectual Property
“ContractSpot.com,” “Contract Spot,” and all related logos, products, and services described in our web site are property of Contract Spot and may be trademarks of Contract Spot. You may not copy, imitate or use them without prior written consent from Contract Spot. Contract Spot will not unreasonably withhold consent for you to use the Contract Spot name or logo in your advertising materials or on your web site, subject to Contract Spot’s approval.
Contract spot owns and has the right to control all rights and interests, including all intellectual property rights, relating to the Service Provider List and Payment Service (and any other services provided by Contract Spot), including all software, information, materials, guidelines, and other published content, as well as any enhancements to Contract Spot services and content. You agree not to resell, modify, prepare derivative works from, provide a similar service through use of the Service Provider List or Payment Service, or reverse engineer Contract Spot software, content, or services.
Contract Spot is not responsible for content on other web sites that you or any Customers may find or access when using Contract Spot’s web site or services. The terms and user agreements of those sites govern your use of any content found on those sites. Material available on or through such other web sites may be protected by copyright and intellectual property laws of the United States and other countries.
12. Entire Agreement
This Agreement, together with the fee schedule, constitutes the entire agreement between you and Contract Spot relating to the subject matter hereof, and supersedes all proposals and all other communications between the parties relating hereto. Any other terms and conditions, including any terms contained in any agreement between any Service Provider and any Customer, shall not bind Contract Spot, are hereby objected to by Contract Spot, and shall be void and of no effect in relation to Contract Spot.
Contract Spot may modify any of the terms and conditions of this Agreement, at any time, by posting a change notice on its web site, by emailing a change notice to the email address provided by you, or mailing a change notice to the street address provided by you, according to the notice provisions in Section 17. Your continued use of the Payment Service after notice of such changes shall constitute your agreement to them.
You may not delegate, transfer or assign this Agreement or any rights, benefits, or obligations hereunder in whole or in part without the prior written consent of Contract Spot and any attempt to do so without such prior written consent shall be void.
The provisions of this Agreement shall remain valid and enforceable despite the holding of any specific provision to be invalid or unenforceable, except for such specific provision. If any provision of this Agreement is found, by a court of competent jurisdiction, to be invalid, the court should endeavor to give effect to the Parties’ intentions as reflected in the relevant provision, and such determination shall not affect the enforceability of the remainder of this Agreement.
No waiver by Contract Spot of any default by you in the performance of any provisions of this Agreement shall operate as a waiver of any continuing or future default, whether of a like or different character, or of any other right under this Agreement or applicable law.
17.1 Notice to Service Provider. You agree that Contract Spot may provide notice to you by posting it on our web site or emailing it to the email address provided by you. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our web site or emailed to you unless Contract Spot receives notice that the email was not delivered.
17.2 Notice to Contract Spot. Notice to Contract Spot may be sent by mail to:
700 W. Pete Rose Way Ste 554
Cincinnati, OH 45203
References to Sections herein are the Sections of this Agreement, unless otherwise indicated. Section headings are inserted for the convenience of reference only and shall not affect the construction of this Agreement. The singular number shall include the plural, and vice versa. Any use of the word “including” will be interpreted to mean “including, but not limited to.”
19. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without application of its conflicts of law principles, and shall be subject to the exclusive venue and jurisdiction of the federal and state courts located in Hamilton County, Ohio. You hereby submit to such exclusive jurisdiction, waive any objection to such jurisdiction on the grounds of venue, forum non convenes, or similar ground, and agree that any such dispute, claim or proceeding shall be brought exclusively in one of those courts.