ContractSpot.com Terms and Conditions - Customer

Service Provider User Agreement

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 and created a Contract Spot Account.

"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.

"Payment Instrument" means any Customer credit card, debit card or deposit account that is registered with Contract Spot in connection with a Contract Spot Account.

"Payment Service" means the service provided by Contract Spot for the facilitation of payments to Service Providers.

"Service Provider" means a service provider whose contact and business information is listed on the Service Provider List and any service provider who is 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, except that Contract Spot acts as your agent in connection with custody of your funds only, if it maintains funds in your Contract Spot account. As an independent contractor for all purposes other than the custody of your funds, Contract Spot does not guarantee the identity of any Service Provider, ensure that you will find a suitable Service Provider, or guarantee that any Service Provider you choose will enter into an agreement with you or perform any agreement between you and the Service Provider. Contract Spot does not guarantee that any Service Provider is licensed or has insurance coverage at the time you enter into an agreement with the Service Provider and makes no representation as to the adequacy of any licensing or insurance coverage of any Service Provider.

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 Service Provider. 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 Service Providers or other third parties . You acknowledge and agree that Contract Spot is not a Service Provider under this Agreement, and that all transactions between you and any Service Provider are solely between you and such Service Provider. 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 Service Provider or other third party, regardless of whether payment is facilitated through the Payment Service. Contract Spot does not guarantee or warrant the performance of any Service Provider or the quality of the services performed under any agreement between you and any Service Providers.

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 Customers or Service Providers. Payments, transfers, and Contract Spot Accounts 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 hereby grants you a non-exclusive and non-transferable right to access 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. The Service Providers listed are not employees or agents of Contract Spot, nor is Contract Spot an agent of any of the Service Providers. Contract Spot does not endorse or recommend the services of any particular Service Provider. If you enter into an agreement with any Service Provider, your rights will be governed by the terms of that agreement and by applicable federal, state, provincial, and local law.

3.2 Payment Service and Contract Spot Account . If you elect to create a Contract Spot Account and register to use the Payment Service, Contract Spot may facilitate the processing of payments from you to a Service Provider or Service Providers, subject to the terms of this Agreement including the Operating Procedures in Section 4. Contract Spot will store billing and/or shipping information you provide, but will not store credit card, debit card, and/or deposit account (" Payment Instrument ") information, will maintain a Contract Spot Account on your behalf, will receive payments from you and remit those payments to Service Providers through the appropriate credit or debit card network, or through the ACH network in connection with a deposit account registered as a Payment Instrument. You authorize charges or debits to your registered Payment Instruments as necessary to complete processing of payments. You also authorize the crediting and debiting of funds to and from your Payment Instruments and Contract Spot 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.

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:

•  Omit information that you are required to provide to Contract Spot or to other users of the Payment Service, or provide inaccurate information;

•  Use, transmit, distribute, or store via any of Contract Spot's web sites, 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;

•  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;

•  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

•  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 and Account Registration Requirements . In order to use the Payment Service, you must provide all information required on the Payment Service and Contract Spot Account registration pages, and you must agree to be bound by this Agreement. You must register at least one valid Payment Instrument in good standing and pay all fees and other obligations arising from your use of the Payment Service and your Contract Spot Account. You must provide a username and password to control access to your Account. You must provide and maintain current, complete, and accurate information as required by Contract Spot. Contract Spot may also require you to provide additional information as a condition of continued use of the Payment Service.

4.3 Payment Instrument Selection . When you authorize a payment to a Service Provider, if you do not specify a Payment Instrument to be debited or charged we will first use any residual balance in your Contract Spot Account to fund the payment, then we will fund the payment from any Payment Instrument or Payment Instruments registered to your account.

4.4 Confirmation of Payment Instrument Good Standing . You hereby authorize Contract Spot to confirm that any Payment Instrument you register is in good standing with the issuing financial institution.

4.5 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 and, if necessary, to initiate credit entries and adjustments for any errors to that deposit account. You also authorize the depository of the registered deposit account to credit and debit the entries to 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.

4.6 Permissible Transactions and Transfers . You may use the Payment Service through your Contract Spot Account username and password to process payments for lawful services and goods provided to you by a Service Provider. The Payment Service may not be used to transfer funds that are unrelated to services or goods provided to you by a Service Provider.

4.7 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.

4.8 Customer 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.

4.9 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 Contract Spot 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 access rights to the Service Provider List and Payment Service, to temporarily hold any funds in your Contract Spot Account for such length of time as Contract Spot believes necessary or advisable, and to terminate your access rights or Account. Upon termination of your Account, you remain liable under all agreements you have entered into with any Service Providers and for any other obligations you have incurred. Contract Spot will provide notice to you in the event that we suspend or terminate your access rights or Account.

4.10 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:

•  irregularities involving the Payment Service, Service Provider List, or any web sites maintained by Contract Spot, including unscheduled downtime for maintenance or other reasons;

•  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

•  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.

4.11 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 with 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 Account or 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 18.

4.12 Errors, Fraud and Unauthorized Transactions .

4.12.1 Notifying Contract Spot of Errors, Fraud or Unauthorized Transactions . You must notify Contract Spot immediately according to the notice provisions of Section 18.2 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.

4.12.2 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 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.

4.12.3 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).

4.12.4 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 your Payment Instrument or Contract Spot Account for the amount in error.

4.13 Account Balances . If you fund your Contract Spot Account in connection with the Payment Service, or if adjustments to your Contract Spot Account such as credits related to errors or unauthorized transactions result in a positive balance in your Account, Contract Spot will hold your funds separate from its corporate funds, will not use your funds for its operating expenses, and will not voluntarily make your funds available to its creditors in the event of bankruptcy. You may withdraw the balance by requesting an electronic transfer to a registered deposit account, or by requesting a check to be sent to you at the address you provide to Contract Spot. Contract Spot may delay your withdrawal of any provisionally credited funds until our investigation is complete.

4.14 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 other such other URL as we may designate from time to time.

4.15 Customer 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 payments facilitated using the Payment Service.

4.16 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 we may designate from time to time.

5. Security Safeguards

5.1 Data Back-Up . Data Back-Up . Data at Contract Spot is backed up hourly, every day. Hourly snapshots are sent to a mirrored-server, held at a separete facility for redundancy purposes. We hold these backups actively for a period of 60 days. Archived copies of all data is stored at monthly and yearly intervals.

5.2 Encryption . Contract Spot uses Verisign for SSL encryption. Secure Sockets Layer (SSL) technology protects our Web site. An SSL Certificate enables encryption of sensitive information during online transactions. Each SSL Certificate contains unique, authenticated information about the certificate owner. Every SSL Certificate is issued by a Certificate Authority that verifies the identity of the certificate owner. This is a true 128-bit extended SSL Certificate.

6. Contract Spot Disclaimer of Warranties.

ALL INFORMATION AND SERVICES, INCLUDING THE SERVICE PROVIDER LIST, PAYMENT SERVICE, CONTRACT SPOT ACCOUNTS, AND ALL RELATED CONTENT, SOFTWARE, FUNCTIONS, materials OR INFORMATION provided by Contract Spot 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 SERVICES AND CONTENT PROVIDED BY CONTRACT SPOT 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.

7. Limitation of Liability

7.1 Direct Damages . To the maximum extent permitted by applicable law, in no event shall the cumulative liability under this agreement of 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 for use of the Payment Service, Service Provider List, or other services.

7.2 Consequential 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 or loss of profits arising out of this Agreement, any services provided by Contract Spot subject to this Agreement, and any related documentation or information provided by Contract Spot, 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.

8. Indemnification

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.

9. Copyright and Intellectual Property

"ContractSpot.com," "Contract Spot," and all related logos, products, and services described in our web site or sites 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.

You may copy information provided by Contract Spot for your personal use, but you must retain any copyright notice and other proprietary notice on copied information. You may not reproduce, distribute, transmit, publish, or commercially exploit any information provided by Contract Spot without prior written consent.

Contract Spot is not responsible for content on other web sites that you 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.

10. Privacy Policy

Contract Spot is committed to protecting your privacy. Data collected is for the sole purpose of matching you with a Service Provider. We will not sell, trade or rent your personal information to a third party without your permission. We may send you offers through email or otherwise which we deem relevant to your specific project.

In the course of using the services provided by Contract Spot, you will be prompted to provide information about yourself and your project details. Some of this information will be sent to Service Providers who will need this information in order to respond to you (or to other persons or entities) in connection with your project. By providing this information to us, you are requesting, and you expressly consent to being contacted by us and by our affiliated Service Providers in order to provide the services set forth on our site, to service your account, to address matters pertaining to your account or to your project or project submission, or for other purposes related to our business.

Contract Spot does not control the privacy policies of third parties who batch or transfer information to our service. A third party may have a privacy policy that is different from that of Contract Spot. In these instances, data that you submit to our service via a third party may be shared by that party.

Contract Spot may provide marketing statistics to reputable third parties without disclosing contact information, including any personally identifying information. Contract Spot collects information though the use of cookies to determine the effectiveness of our site and to enhance your experience with us.

12. Fees

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13. Entire Agreement

This Agreement 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 Customer and a Service Provider, 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.

14. Modification

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 18.

15. Assignment

You may not assign this Agreement nor any rights, benefits, or obligations hereunder without the prior written consent of Contract Spot.

16. Severability

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.

17. Waiver

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.

18. Notice

18.1 Notice to Customer . 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.

18.2 Notice to Contract Spot . Notice to Contract Spot may be sent by mail to:

Contract Spot, LLC
P.O. Box 53608
Cincinnati, OH 45253

phone: 513.376.9037

email: info@contractspot.com

19. Interpretation

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."

20. Governing Law