CONCIERGETM VENDOR TERMS OF SERVICE
This Agreement ("Agreement") governs your relationship with Concierge Ventures, LLC. In this Agreement, we will refer to you, the Service Provider, and all of your d/b/a’s, affiliates, agents, employees, representatives and subcontractors interchangeably as “you” or “SP” or “Vendor”, and to Concierge Ventures, LLC, and its employees and agents as “we” or “us” or “Concierge” or “Company”. References herein to the Concierge website include any and all web sites and apps now, or hereafter, owned or operated by Concierge Ventures, LLC.
These terms and conditions create a contract between you ("Vendor") and Concierge Ventures, LLC ("Company") for services provided to Concierge Members ("Customers" or "Members"). Please read this Agreement carefully. You acknowledge, by checking the box labeled "I Agree to the Concierge Vendor Terms and Conditions," you are confirming your understanding and acceptance of this Agreement.
The term of this Agreement shall commence on the Effective Date and shall remain in effect until terminated by either party as detailed herein.
I. To What Concierge Agrees.
- Concierge receives requests from its Members (“Customers”) for certain services. In turn, Concierge may send you a communication about such customer’s expressed service need (a "Service Request"). We may also send your contact information to the customer. The information we provide about you will be based on the information you submit to your Vendor Profile, (which you may amend from time to time), and Customer Ratings & Reviews, and may be amended by Concierge from time to time. Service Requests may also be sent to other service providers based on the category of the customer request.
- We limit the number of Service Providers that are available to our customers. We do not guarantee to provide you any specific number of Service Requests, nor do we make guarantees, representations or warranties regarding a customer’s level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. Concierge is free to contract with other Service Providers in the same service categories, as this is not an exclusive contract.
- We provide customers with the ability to rate their experience working with you via Customer Ratings & Reviews. You will also have the ability to solicit and collect ratings and reviews from any of your customers, which may or may not be displayed by Concierge, at Concierge’s sole discretion.
- Concierge shall provide for the hosting of the SP’s profile (which may appear in the Concierge web app, mobile app, and elsewhere on the Internet, however, SP is solely responsible for all content provided by SP that appears in SP’s online profile. Concierge shall provide to customer the contact information unique to SP’s online profile. In addition, Concierge Members will be able to place a service request online through the Concierge web app and/or mobile app. A submission of a Service Request by a customer, resulting in a referral to the SP shall constitute a "Service Request." In addition, any Service Request that is accepted by SP will be deemed to be an active “Work Order” (whether they accepted the Service Request via email, web app, mobile app, phone call, or other means, indicating to a Concierge representative that the Customer has been assigned to you, and that you commit to contacting the customer.
- Professional Website. You may purchase a Professional Website and hosting (contact a Concierge representative to request Website design and development services).
II. To What You Agree.
You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a Concierge Vendor, and thereafter while this Agreement remains in effect, as follows:
- You are qualified and capable of performing the services, trade, or tasks you selected on the Vendor Enrollment Form or on your Company Profile, and any subsequent amendments you make to your Customer Profile.
You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status.
*If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
You will comply with the Concierge Standards Guidelines as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by Concierge to comply with any changes. Vendor represents and warrants that:
- Vendor’s performance under this Agreement will at all times conform to the highest professional and ethical standards;
- Due care and its best efforts will be utilized by Vendor in the performance of this Agreement;
- Vendor is under no obligation or restriction that would conflict with the Services required to be furnished by Vendor and its other obligations under this Agreement, or that otherwise would in any manner prevent the full performance by Vendor of the terms, conditions, and requirements of this Agreement;
- Vendor will operate its Business pursuant to the highest reasonable standards of its Business category, with sufficient personnel to service its trade;
- Vendor must carry and provide current copies of required licensing and insurance, (and bonding, if necessary), to perform work in the trade and service area it provides to Customeer of Company, and will name Concierge Ventures LLC as "Additional Insured" on appropriate insurance policies (this is typically provided by the insurer at no additional cost to Vendor);
- Vendor will be required to submit to a background check and warrants that no outstanding issues, that could be of consequence to Company or its reputation, exist against Vendor;
- Vendor will not decline Service Requests from Company more than three (3) times in any single week, or more than nine (9) times in any single month;
In the event Vendor breaches any of the above warranties in any material respect, Company may exercise all rights and remedies available to it under applicable laws, and all other rights and remedies under this Agreement, including but not limited to termination of this Agreement.
- You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any bankruptcies, or civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided Concierge with an accurate and truthful written statement detailing any exceptions. If at any time during your association with Concierge you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify Concierge. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize Concierge to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
- You agree to abide by and to follow the terms of the Concierge Resolution Process. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer pursuant to a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
- If you provide any quotes to consumers via the Concierge website or mobile app, such quotes are provided for informational purposes only. A consumer cannot contract with you via the Concierge website. In the event a consumer enters into a transaction (or schedules an appointment) in response to a quote you provide, such transaction (or appointment) is merely an indication of the consumer’s interest in contacting or being contacted by you.
- If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. Concierge reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the Concierge Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by Concierge of such content as contemplated by this Agreement, shall not violate any third party’s intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of Concierge as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of Concierge.
- By posting or providing any content on the Concierge Website, including but not limited to photographs ("Content"), you represent and warrant to Concierge that you own or have all necessary rights to use the Content, and grant to Concierge the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant Concierge and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the Concierge Website, and on any other websites owned or operated by Concierge. Nothing in this Agreement shall restrict other legal rights Concierge may have to the Content, for example under other licenses. Concierge reserves the right to remove or modify Content for any reason, including Content that Concierge believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your Concierge account is terminated, or if you remove any Content from your Concierge account, Concierge and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
- You acknowledge and agree that all of the content and information posted on the Concierge Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all Concierge Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Providers provided by Service Providers), is the sole and exclusive property of Concierge. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the Concierge Website, other than content provided directly by you. You represent and warrant that all of the information you provide to Concierge Ventures, LLC, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to Concierge for any such damages, and will indemnify Concierge in the event of any third party claims against Concierge based on or arising from your violation of the foregoing. You acknowledge and agree that Concierge has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. Concierge is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
- You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Concierge, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A CONCIERGE SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OR CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO CONCIERGE AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT N THE PART OF CONCIERGE. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHORE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO CONCIERGE, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
- You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Concierge Service Request. To the extent you use any such subcontractor you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Service Requests provided by Concierge to any other party, including any other Concierge Service Providers.
- In addition to all of the other terms and conditions herein, SPs also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the Concierge Website is, and shall at all times be, maintained in an accurate, up-to-date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby shall accept any Service Requests provided to it by Concierge; (iii) SP hereby agrees to accept the discounted price for any and all projects accepted by SP resulting in a Concierge Work Order, in accordance with the then current Concierge Discount Rate or fee schedule; (iv) Concierge may provide SP’s phone number to any member requesting service; (v) SP acknowledges and agrees that not all consumers requesting service will be directed to SP, at Concierge’s sole discretion, for reasons including, but not limited to the sequencing of vendors within the Concierge software, the consumer’s request not matching the SP’s profile, SP’s account being on hold or no longer being a member of the Concierge network, or the SP not having met the terms and conditions set forth herein. In such event, Concierge may direct consumers to another SP enrolled in the Concierge system; (vi) SP hereby authorizes Concierge to take any and all actions necessary to generate Service Requests and resulting Work Orders, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes Concierge to use, copy, reproduce, and sublicense SP’s contact information, SP’s profile, and any content on the SP’s profile page in furtherance of the foregoing. You further acknowledge that in the event you perform services for a Concierge Member, Concierge will pay a discounted price from the price quoted to the customer on their invoice.
- In the event you participate in any promotion whereby Concierge promotes an offer or discount related to your services, whether on the Concierge Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
- For Website Purchases, you agree to the Concierge Website License & Services Agreement
- By enrolling as a Vendor in the Concierge system, or otherwise becoming a Vendor of Concierge, and/or by inquiring about enrollment in the Concierge network or other Concierge products or services, you are requesting and expressly consent to being contacted by us, and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, and even if you have previously opted-out from receiving marketing emails from Concierge, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree to sign up for at least two methods of Service Request notification (for example SMS and email), and acknowledge that if you do not provide for at least two methods of request notification, Concierge is not responsible for delayed, undelivered or redirected Service Requests.
Pricing and Payment Terms. You agree to be bound by the most current, applicable payment and discount provisions for any and all Service Requests presented to you that result in services being rendered. Payment by Vendor for services rendered will be made in a manner as described herein:
- Vendor shall submit an invoice for the total Gross Sales Price (GSP) to both Concierge and Member (customer). The written invoice shall be reported by Vendor to both Concierge and Member no later than the fifth (5th) day after the completion of work, and a statement thereof (invoice) submitted, either as a scan, photo, PDF or other generally acceptable digital form, showing the Gross Sale for the work you performed for the Member.
- Once the Vendor has distributed to both Concierge and Member the invoice containing the GSP for services performed, Concierge will collect payment from the Member (customer).
- Vendor shall provide Concierge a Discount Rate to be deducted from the reported Gross Sales Price as presented to Customer on their invoice. Concierge will then pay Vendor, via their preferred payment method, the invoiced amount, less the Discount Rate.
- "Gross Sale," as used in this Agreement, shall mean and include the sale price of all merchandise or materials sold, and charges for all services and all other receipts from the Business performed by Vendor or any other person, firm or corporation selling materials or services on behalf of Vendor, whether for cash or credit, and shall include gross sales from mail or telephone orders received or filled, all deposits not refunded to Customers, and orders taken.
Not included in "Gross Sale" are the following:
- Refunds and trade-in allowances to Customers;
- The amount of all sales, use, excise, retailer’s occupation or similar taxes imposed in a specific amount, or percentage of, or determined by, the amount of retail sales;
- Returns to shippers and manufacturers. No deduction shall be allowed for uncollected or non-collectable credit accounts, or charges for bank or other credit cards.
- You agree that payment to you by Concierge, for services rendered for Member, will be made either by ACH transfer, credit card, or check. You may view a record of your monthly Concierge Service Requests, Work Orders, invoices, and payment history on your Concierge dashboard, at app.villagesconcierge.com.
- Concierge may, at our sole discretion, issue you a credit ("Credit"), provided, however, that any and all Credits must be requested by you within 30 days of the date that the charge was incurred. Credits that are issued to a Vendor’s account will be issued as store credits, which will be applied toward future amounts owed on your account. Credits will expire, if not used, eighteen months after the date the Credit was issued. All Fees withheld by or otherwise owed to Concierge constitute referral fees paid by SP to Concierge for referring customer requests to SP, and are in no way based upon your successful completion of services.
- You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your Concierge profile, and all contact and billing information, are kept up-to-date and accurate. Concierge is not responsible, or liable, for undelivered customer notifications. You agree to promptly notify Concierge if your payment method changes, or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your account).
- You acknowledge that you will not receive a detailed account statement, except that which is reported on your Concierge Vendor Dashboard or mobile app. Your account information is also available by calling (352) 254-5221. Concierge will process your amount due at the conclusion of your Work Order, and distribute the funds via your preferred payment method, from time to time as warranted, based on Business volume.
- Any disputes about charges to your account must be submitted to Concierge in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30 day period, and all such charges will be final and not subject to challenge.
- Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
- No fee is due or payable to the extent such fee is in violation of any applicable law.
You authorize Concierge to charge you for any sales or similar taxes that may be imposed on your services rendered to Members,
or on behalf of Concierge.
IV. Concierge Seal of Approval.
- License. While this Agreement remains in effect, and while you remain in full compliance with all terms set forth herein, Concierge hereby grants you a non-exclusive, non-transferrable, non-sublicenseable, license to use and display the Concierge Seal of Approval in connection with marketing your business. You agree that any use or display of the Concierge Seal of Approval must comply with all standards and guidelines of Concierge adopted from time to time, with respect to the proper use and display of the Concierge Seal of Approval.
- Restrictions. You may only use the Concierge Seal of Approval in the event you pass Concierge’s pre-screening criteria initially and annually thereafter, which shall be determined at Concierge’s sole discretion. Concierge may also re-screen your business at any time in its sole discretion, and may terminate this Agreement in Concierge’s sole discretion. Further, you agree that you will use and display the Concierge Seal of Approval solely in connection with the tasks for which Concierge pre-screens you. For example, if you are pre-screened as a plumber, you may not use the Concierge Seal of Approval to advertise your business for any services other than plumbing services. Further, you may only use the Concierge Seal of Approval in the state or states for which you have been pre-screened by Concierge. You may only use the Concierge Seal of Approval for its intended use, and you may not misrepresent Concierge, Concierge’s products or Services, your affiliation with Concierge, or the Concierge Seal of Approval. If at any time any of your screening status should change (i.e. state-level license terminated; fall out of good standing in your state of incorporation), you must immediately report such change to Concierge, and if such change causes your business to fail Concierge’s screening criteria, in Concierge’s sole discretion, then your license to use the Concierge Seal of Approval is immediately suspended, and if not remedied to Concierge’s satisfaction within thirty days of notification, this Agreement shall automatically terminate. You also hereby agree to be re-screened by Concierge annually, and at any other time as desired by Concierge, and failure to allow such rescreening, or failing the re-screening, in Concierge’s sole discretion, shall result in the immediate and automatic termination of this Agreement. The license granted hereunder is solely for the use of the Concierge Seal of Approval, and you do not have any right to use the Concierge name or logo separately or apart from the Concierge Seal of Approval.
- Accessing the Concierge Seal of Approval. You agree that you shall access the Concierge Seal of Approval solely via the following methods: (a) via a code snippet provided to you by Concierge for use online on your website, or (b) any other method generally offered by Concierge. You may not make any changes or modifications to the Concierge Seal of Approval (including the code snippet), and shall only use the Concierge Seal of Approval in the exact form and format in which it is provided to you by Concierge.
V. Non-Solicitation and Non-Disparagement.
- You acknowledge and agrees with Concierge that during the course of the term of this Agreement, you shall have the opportunity to develop relationships with existing employees, Customers/Members and other business associates of Concierge, which relationships constitute valuable goodwill being acquired by Concierge, and you acknowledge and agree that Concierge would be irreparably damaged if you were to take actions that would damage or misappropriate such goodwill in the eyes of Members/Customers, and the public at large.
As a result of this Agreement, you may obtain or become privy to certain information relating to identifiable individuals, including but not limited to Members of Concierge. You therefore accordingly covenant and agree as follows:
- Vendor (you!) shall, and shall ensure its employees, agents, representatives (collectively "Vendor Personnel") at all times comply with Concierge’s instructions regarding Customer data, and shall refrain from engaging in any behavior which discloses information obtained from Concierge, including but not limited to Customer lists, software coding, copyrighted content, sales data and Customer information.
- Vendor acknowledges that it shall have no right, title, or interest in any data, including but not limited to Customer data, obtained by Vendor as a result of this Agreement.
- Vendor covenants and agrees that during the term of this Agreement and after any termination of this Agreement for a period of one (1) year (the "Restricted Period"), the Vendor will not, directly or indirectly, either for itself or for any other person or entity (i) solicit any employee or Customer of Concierge to terminate his or her employment of, or with Concierge, (ii) solicit any Customer or employee of Concierge to distribute information, or Services of, or on behalf of the Vendor, or such other Person that are competitive, with the information, products or services provided by Concierge, or (iii) take any action, including without limitation the making of disparaging statements concerning Concierge or its officers, directors or employees, that is reasonably likely to cause injury to the relationships between Concierge or any of its employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant, Customer, Member, or other business associate of the Company, as such relationship relates to the Company’s conduct.
- The Vendor understands that the foregoing restrictions may limit the Vendor’s ability to pursue any Customer referred to Vendor by Company, or any Customer with any prior relationship with Company, which may in turn impact Vendor’s ability to earn a livelihood in a business similar to the Business, but the Vendor nevertheless believes that the Vendor has received and will receive sufficient consideration and other benefits as a result of the transactions contemplated by this Agreement to clearly justify such restrictions which, in any event (given the Vendor’s education, skills and ability), the Vendor does not believe would prevent him from otherwise earning a living.
- Vendor shall not, nor shall Vendor permit another to, nor shall Vendor attempt to in any way circumvent the terms of this Agreement, whether in cooperation with another party to this Agreement, Customer, or a third party.
- In the event of the violation or threatened violation by Vendor of any of the covenants contained in this Agreement, including but not limited to subsection V, in addition to any other remedy available in law or in equity, Company shall have (i) the right and remedy of specific enforcement, including injunctive relief, it being acknowledged and agreed that any such violation or threatened violation will cause irreparable injury to Company and that monetary damages will not provide an adequate remedy, and (ii) the right to any and all damages available as a matter of law, and costs and expenses incurred by Company in pursuing its rights under this Agreement, including reasonable attorneys’ fees and other litigation expenses, (iii) and the right to liquidated damages in an amount calculated as no less than five thousand and no/100 dollars ($5,000.00). The parties agree that the liquidated damages provision is not a penalty but rather a means by which the parties and the court may identify the damages to Company for breach of this Agreement as the parties agree that damages may not be ascertainable. The foregoing remedies are not intended to be cumulative or exclusive.
VII. Ad Hoc Services and Providers
- Concierge may offer a service provider the opportunity to participate in an “expedited connection” (“Quick Connect”), which allows Members to consume services of a provider who is not at the time enrolled as a Concierge Vendor. If you participate in an expedited connection, you agree to the following: (i) you understand and agree that Service Requests are not guaranteed jobs, but merely consumer requests to be connected with a service provider, and (ii) you are obligated to pay the applicable fees, should the consumer hire you for any reason, (iii) Concierge reserves the right to terminate your participation in Concierge at any time, for any reason or no reason.
VIII. Indemnification; Limitation of Liability; Disclaimer of Warranties.
- Indemnification. You shall fully protect, indemnify and defend Concierge and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns ("Indemnified Parties") and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys’ fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to any of your work for or dealings with any customers, or your services, representations, advertising, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) as provided in this Agreement, including any extra work, and in connection with your use of the Concierge Seal of Approval, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF CONCIERGE OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRING LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY CONCIERGE OR THE INDEMNIFIED PARTIES.
- Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CONCIERGE TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO CONCIERGE DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.
- Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT CONCIERGE SERVICES AND CONCIERGE SEAL OF APPROVAL ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND CONCIERGE DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IX. Arbitration and Governing Law.
The exclusive means of resolving any dispute between you and Concierge or any claim made by you or Concierge arising out of or relating to your use of this application and/or Concierge’s services (including any alleged breach of these Terms and Conditions) shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against Concierge in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against Concierge any class action, class arbitration, or other representative action or proceeding.
*NOTICE OF RIGHTS*
- By using the Concierge Website, software and/or Concierge’s services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Concierge (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see our Arbitration Procedures.
- Any proceeding to enforce this arbitration provision, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration provision is for any reason held to be unenforceable, any litigation against Concierge (except for small-claims court actions) may be commenced only in the federal or state courts located in Sumter County, Florida. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
- These Terms and Conditions, and any dispute between you and Concierge, shall be governed by the laws of the state of Florida without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
X. Other Terms.
- This Agreement, and the Concierge Fee Schedule, may be changed from time to time and you agree to be bound by any changes that are posted, whether on the Concierge Website or through the Concierge Applications, or which are otherwise communicated to you. The current applicable Agreement and Concierge Fee Schedule is available upon request.
- You may terminate this Agreement upon our receipt of your written notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any Service Requests or services delivered to any customers, prior to us receiving your termination during normal business hours.
- Concierge, at its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your affiliation in the Concierge system immediately at any time for any reason or no reason at all.
- If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue with respect to all Sections; and any Service Requests provided to you during the term of this Agreement and relationships you enter into or create from those Service Requests will continue to be governed by this Agreement including but not limited to with respect to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims. Further, in the event this Agreement is terminated or expires, (i) all licenses granted to you under this Agreement shall immediately terminate, and you shall have no further right to access, use or display the any Concierge content, including but not limited to the Concierge Seal of Approval in any manner, and (ii) you agree to destroy any materials containing the Concierge Seal of Approval. Upon any termination of this Agreement, you will no longer have access to your Concierge account.
- If it is determined or suspected by Concierge in its sole discretion that you are misusing or attempting to misuse or circumvent the Concierge services, or system, or fees, or any customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by Concierge, in addition to our right to immediately terminate this Agreement, Concierge reserves the right, at its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions, damages, or other equitable remedies.
- In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
- You will be liable for any attorneys’ fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of Florida (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Florida are the exclusive forum for litigation of any claim by you arising under this Agreement or your use of the Concierge Website, Software Applications, and/or Services, and you submit to sole and exclusive jurisdiction in the state of Florida, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.
- The relationship between Concierge and you shall be that of independent contractors and neither party shall be or represent itself to be an agent, employee, partner or joint venture of the other, nor shall either party have or represent itself to have any power or authority to act for, bind or commit the other.
- If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
- Wireless data usage is subject to the fees and terms of your wireless subscriber agreement or data service plan with your provider, and you may incur charges from your telephone service provider for text messages, phone calls, email communications and data transferred.
- Performance Reviews and Audits. Company reserves the right to meet with Vendor within ten (10) days following the end of each month for periodic performance reviews pursuant to the Standards Guidelines. In the course of substantiating billings attributable to Company, Vendor shall submit financial statements kept in accordance with generally accepted accounting practices to Company, upon Company’s request.
- Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach.
- Severability. Should any covenant, term, or condition contained in this Agreement become or be declared invalid or unenforceable by a court of competent jurisdiction, the parties agree that the court shall be requested to judicially modify such unenforceable provision consistent with the intent of this Agreement so that it shall be enforceable to the fullest extent possible.
- Assignment. This Agreement shall be freely transferable by Company. The Vendor shall not sell, assign, or transfer this Agreement without the prior written consent of Company.
- Headings. The headings used in this agreement are inserted for convenience only and shall not be considered when interpreting any of the provisions or terms hereof.
Villages Concierge™ is not affiliated with The Villages, or Holding Company of The Villages, Inc. The name ‘The Villages‘ and the ‘The Villages’ logo are registered trademarks and property of Holding Company of The Villages, Inc.
This app has not been prepared, approved, or licensed by The Villages or Holding Company of The Villages, Inc. This offering is in no way to be construed as an endorsement of, or by, The Villages, or Holding Company of The Villages, Inc.