Manage Your Home Membership Agreement - Home Owner
The terms and conditions set out in this Agreement apply an individual or entity that wishes to become a Manage Your Home member. In this Agreement, "Manage Your Home" refers to Manage Your Home Incorporated. Please read this Agreement in its entirety. If you have read the Agreement and agree to its terms and conditions, select the "I ACCEPT" box at its end. If you disagree with the terms and conditions, do NOT slect the "I ACCEPT" box.
ARTICLE 1 - ENROLLMENT
1.1 By completing and submitting the on-line application form, you are requesting membership in the community of property owners (each a "Home Owner") and service providers (each a "Service Provider") established by Manage Your Home (the "Manage Your Home Community"). Home Owners are "Members" and member Services will only be provided to a single home address as indicated by the Home Owner on the on-line application. Your acceptance by Manage Your Home as a member of the Manage Your Home community is not guaranteed and is subject to the terms and conditions set out in the Membership Agreement. Acceptance or rejection of any applicant is in Manage Your Home's sole discretion. When Manage Your Home has decided whether to accept or reject your membership application for the Manage Your Home community, Manage Your Home will notify you of its decision by e-mail sent to the e-mail address specified by you when completing the on-line enrollment form for the Manage Your Home community ("membership Sign Up Enrollment "form). If you are not accepted into the Manage Your Home community, you may apply again.
1.2 Upon acceptance as a Member of the Manage Your Home community, you will be given a user name and a password that you can use to access the portion of the Manage Your Home Web site restricted to Members and place queries for Service Providers such as general contractors, electricians and plumbers who perform a particular type of work that interests you.
1.3 You are responsible for ensuring that no unauthorized access is obtained through your user name and password. You are liable for all activities conducted under your user name and password. You must take all necessary steps to ensure that your user name and password are kept confidential, used properly and not disclosed to unauthorized Persons. You must inform Manage Your Home immediately if you have any reason to believe that your user name or password has become known to any person other than you.
1.4 Manage Your Home may change your user name and/or password at any time, for security reasons and will notify you when Manage Your Home does so.
ARTICLE 2 - SERVICE AND GUARANTEE
2.1 Subject to the terms and conditions of this Agreement, Manage Your Home will provide you with a Home Expert to oversee your Services. "Services" means the services to be provided by your Manage Your Home Expert to you, specifically, conducting a home assessment, designing a regular maintenance and/or repair schedule for your property, introducing you to Service Providers serving your community and providing the dispute resolution services described in this Agreement.
2.2 The web site located at www.manageyourhome.com (the "Manage Your Home Web Site") provides you with tools (collectively the "Web Site Tools") that you may use to:
* Request a Service from any Service Provider;
* Notify Manage Your Home Expert that you have selected a Service Provider through Notification of Service Provider Selection ;
* Request that a Service Contract correct or complete any services that that Service Provider provided to you pursuant to any warranty or guarantee provided to you by that Service Provider;
* Initiate and follow the dispute resolution process set out in Article Three; and
* Make a request under section 9.3 of this Agreement.
2.3 The decision to engage a particular Service Provider is yours. You must be satisfied that the Service Provider that you choose can do your job.
2.4 Manage Your Home does not guarantee that there will be Service Provider in your area for every type of work that you might wish to have done or that any particular Service Provider will be willing and available to perform your job, but Manage Your Home database of Service Providers is expanding constantly to better serve the needs of Home Owners.
2.5 Manage Your Home does not recommend or endorse any particular Service Provider.
2.6 Prior to any Service Provider becoming approved into the Manage Your Home Community, Manage Your Home will:
* Obtain business identification information from the Service Provider;
* Obtain contact information for at least three (3) references from that Service Provider;
* Talk to at least three (3) of the references supplied by that Service Provider;
* Obtain a copy of Service Provider's license, if applicable to the Service Provider's trade; and
* Obtain a copy of Service Provider's certificate of insurance
* Ensure Service provider has agreed to comply to the "Expectations of Membership" and has signed Manage Your Home's "Service Pledge".
2.7 Prior to any Service Provider being renewed as an Authorized Service Provider in the Manage Your Home community, Manage Your Home will:
* Review any complaints that it has received about that Service Provider;
* Maintain a record of jobs performed for Home Owners by Service Provider in the past year, including Home Owner reviews (if any) of the Service Provider's work;
* Talk to one (1) or more members of the Manage Your Home community for whom that Service Provider has completed jobs;
* Obtain a copy of Service Provider's contractor's license for the current year; and
* Obtain a copy of Service Provider's certificate of insurance.
ARTICLE 3 - DISPUTE RESOLUTION
3.1 If you or any Service Provider that you hire to complete a job for you fail to report that job to Manage Your Home at its outset, then the dispute resolution process set out in this Article 3 does not apply should you or the Service Provider experience any problems with that job. For every job reported to Manage Your Home at its outset, sections 3.2 though 3.5 will apply should you or the Service Provider experience any problems with that job.
3.2 Under its agreement with Manage Your Home, each Service Provider is obliged to respond to any written complaints from Home Owners forwarded to the Service Provider by Manage Your Home, and Manage Your Home will use commercially reasonable efforts to cause any Service Provider to which Manage Your Home has forwarded a written complaint to respond to that written complaint.
3.3 If you are not satisfied with any Service Provider's response to a written complaint that you submitted, you may request and Manage Your Home will select a person at its discretion who will review written submissions made by you and the applicable Service Provider regarding your dispute and recommend possible ways in which you and the Service Provider may attempt to resolve your difficulties. This facilitator will have no responsibility to you or the applicable Service Provider except to review the written submissions provided, and make one or more recommendations. Written submissions must include the written contract between you and the Service Provider. Manage Your Home will not in any way influence the recommendations of any facilitator and will not be liable for any recommendations made by a facilitator.
3.4 If you and any Service Provider are unable to resolve a dispute with the assistance of a facilitator (referred to in section 3.3 above) you may (upon payment of the applicable fee specified on the Manage Your Home) request that Manage Your Home send an inspector to inspect the work which is the subject of your dispute with the Service Provider. When such an inspection is complete, the inspector will prepare a written report setting out the inspector's opinions on whether or not the job has been completed in a reasonable manner. Manage Your Home will provide a copy of the inspector's report to both you and the Service Provider so that you and the Service Provider may use it to attempt to resolve your difficulties. As well, if the inspector concludes that the job underlying the dispute was not completed as a result of the Service Providers action or inaction, then Manage Your Home will refund to you fifty-percent of the inspector's fee that you paid.
3.5 PLEASE NOTE THAT MANAGE YOUR HOME IS NOT RESPONSIBLE FOR COMPELLING ANY SERVICE PROVIDER TO FOLLOW THE RECOMMENDATIONS RESULTING FROM THIS DISPUTE RESOLUTION PROCESS OR AGREE WITH THE RESULTS OF ANY INSPECTION. SHOULD YOU AND ANY SERVICE PROVIDER WITH WHICH YOU HAVE A DISPUTE BE UNABLE TO RESOLVE YOUR DIFFERENCES NOTWITHSTANDING HAVING COMPLETED SOME OR ALL OF THE DISPUTE RESOLUTION PROCESS SET OUT IN THIS ARTICLE 3, YOU MAY HAVE TO TAKE LEGAL ACTION AGAINST THE SERVICE PROVIDER OR BE SUBJECT TO LEGAL ACTION TAKEN BY THE SERVICE PROVIDER.
ARTICLE 4 - CHANGES TO TERMS
4.1 From time to time, Manage Your Home may, in its sole discretion, modify any of the terms and conditions contained in this Agreement by posting the revised version to the Manage Your Home Web Site. You are advised to check the Manage Your Home Web Site periodically, and in any event, you should check the Manage Your Home Web Site prior to using it to obtain an introduction to a Service Provider or retaining any Service Provider. IF THE REVISED VERSION OF THIS AGREEMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED MEMBERSHIP IN THE MANAGE YOUR HOME COMMUNITY FOLLOWING OUR POSTING OF A REVISED AGREEMENT ON THE MANAGE YOUR HOME WEB SITE WILL CONSTITUTE ACCEPTANCE OF THE CHANGE.
ARTICLE 5 - YOUR OBLIGATIONS
5.1 You represent and warrant that Your Membership Sign Up Application form was complete, true and accurate when you submitted it to Manage Your Home and that it continues to be complete, true and accurate.
5.2 You will use the Manage Your Home Services solely to find Service Providers to perform services relating ONLY to the property/ address that you submitted on your Membership Sign Up Application form. You will not resell all or part of Services to any third party, or grant to any third party any right to use the Services.
5.3 In using the Services, you will not:
* violate any local, provincial, national or international law, regulation or treaty;
* breach or attempt to breach the security or authentication measures employed by Manage Your Home;
* not enter into an agreement, verbal or otherwise, with the Service Provider to circumvent Manage Your Home payments or reporting obligations;
* disrupt the experience of or otherwise act in a manner that negatively affects other members of the Manage Your Home community;
* create or use a false identity for the purpose of misleading others members of the Manage Your Home community;
* post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation to other members of the Manage Your Home community;
* collect information about others, including e-mail addresses in any manner that would be in violation of any industry standard or applicable law;
* violate the terms of any Authorized Use Policy which Manage Your Home advises you is applicable to your participation in the Manage Your Home community;
* commit any act that Manage Your Home believes, acting reasonably, may damage its reputation or goodwill or goodwill within the Manage Your Home Community.
ARTICLE 6 - TERM AND TERMINATION
6.1 Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall be effective once signed by both parties and will continue for an initial term of one (1) year (the "Initial Term"). Thereafter, this Agreement will automatically renew for successive terms of one (1) year (each a "Renewal Term"). The Initial Term and all applicable Renewal Terms are herein collectively referred to as the "Term".
6.2 Either you or Manage Your Home may terminate this Agreement without cause upon at least ten (10) days written notice.
6.3 If you breach section 6.3, it is a material breach of this Agreement and Manage Your Home may, in its sole discretion, terminate this Agreement and your membership in the Manage Your Home community without prior notice to you and without an opportunity to cure. Manage Your Home will notify you as soon as reasonably possible of any such termination by e-mail, sent to the e-mail address that you included in your contact information when completing your Membership Sign Up Application form or any e-mail address listed in your on-line profile on the Manage Your Home Web site. In the event of any other material breach of this Agreement, the non-breaching party may terminate this Agreement without further notice provided that it:
* has given the breaching party written notice of the breach;
* the written notice clearly describes the nature of the breach; and
* the breaching party has failed to cure the breach within five (5) days of notice.
6.4 In the event that either party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or proceeding for the benefit of creditors, if such petition or proceeding is not dismissed within thirty (30) days of filing, the other party may terminate this Agreement upon written notice.
6.5 Except as otherwise expressly set forth in this Agreement, neither party will be liable to the other upon any suspension, termination or expiration of any of the Services or this Agreement in accordance with its terms.
6.6 Upon the effective date of termination of this Agreement, Manage Your Home will immediately cease providing the Services, your user name and password will be disabled and all amounts owing pursuant to this Agreement will become due and payable. Furthermore, any information recorded about your property will deleted within 30 days from the date of termination.
6.7 Those sections which by their nature are intended to survive termination, including but not limited to sections 3, 6.6, 7, 8, 9, 10 and 11 will remain in full force and effect following the expiration or termination of this Agreement.
ARTICLE 7 - FEES, PAYMENTS AND INVOICES
7.1 The annual cost of membership is set out on the Manage Your Home Web site (the "Annual Membership Fees"). Manage Your Home may change the Annual Membership Fee at any time, by posting a revised cost on the Manage Your Home web site. Such changes will not apply to any current memberships, but will apply to any subsequent renewals.
7.2 Except as expressly provided in this Agreement, fees paid by you are not refundable unless: (1) you are not accepted as a Member or (2) Manage Your Home terminates this Agreement pursuant to section 6.2 in either case Manage Your Home will refund to you a prorated portion of the Annual Membership Fee that reflects the number of days until your current membership expires.
7.3 You shall be liable for and shall reimburse Manage Your Home for all taxes and related charges however designated resulting from the transactions contemplated hereby, including federal, provincial or local sales or use taxes and excise taxes, imposed in connection with or arising from the provision of Services under this Agreement, except for taxes incurred by Manage Your Home on its income. If you are required under any applicable law to deduct from the amounts to be paid to Manage Your Home pursuant to this Agreement any amount on account of withholding taxes or any other taxes or levies of any kind, you shall pay all such additional amounts so that the net amounts received by Manage Your Home are the amounts specified herein.
ARTICLE 8 - INTELLECTUAL PROPERTY RIGHTS.
8.1 Except for the rights expressly granted herein, this Agreement does not transfer from Manage Your Home to you any technology, information collected for Services performed on members property or any intellectual property rights, and all right, title and interest in and to such technology, information on members property information and intellectual property will remain solely with Manage Your Home, and if applicable, its suppliers, including Service Providers.
8.2 Manage Your Home shall retain all rights and interests, including any intellectual property rights, in any trademarks, names, logos and/or servicemarks ("Marks") belonging to Manage Your Home. You will not use any Mark without Manage Your Home' prior written approval. All use of the Marks will inure to the benefit of Manage Your Home.
ARTICLE 9 - LIMITATIONS OF LIABILITY
9.1 You acknowledge that Manage Your Home does not warrant:
* uninterrupted or error free Services; or
* the accuracy or any other aspect of any information made available to you or its members through the use of the Services.
You are responsible for determining whether or not the Services and Service Providers are adequate for your needs.
9.2 You acknowledge that Manage Your Home does not warrant or guarantee the services of any Service Provider, or facilitator or inspector. Manage Your Home and its suppliers disclaim all warranties, representations and conditions pertaining to the services of Service Providers, facilitators and inspectors, including without limitation, those of quality, merchantability, description, operation, adequacy, suitability, fitness for particular purposes, title, and non-infringement, whether express or implied by statute, common law, usage of trade, course of dealing, custom or otherwise.
9.3 Although Manage Your Home does not warrant or guarantee the services of any Service Provider, it is Manage Your Home' goal that you be satisfied with the services that you receive from any Service Provider. To that end, if you are not satisfied with the services provided by a Service Provider to you (the "Disputed Service"), you meet the conditions set out below in this section, and you engage another Service Provider to correct or complete those services, Manage Your Home will pay the lesser of the following amounts to that Service Provider upon that Service Provider correcting or completing the work of the original Service Provider: (i) the actual cost of the services provided by that Service Provider to correct or complete the Disputed Service, excluding any amounts for materials; (ii) the amount of the estimate for the Disputed Service provided by the original Service Provider; or (iii) $500.00. Before any such payment is made, the following conditions must be met:
* you requested the estimate for the Disputed Service from the original Service Provider using the Manage Your Home Web Site Tools;
* you notified Manage Your Home of your acceptance of the estimate for the Disputed Service from the original Service Provider for such services using the Web Site Tools;
* you requested that the original Service Provider honour any warranty or guarantee that it provided to you with respect to the Disputed Service using the Web Site Tools and the original Service Provider failed to do so;
* with respect to the Disputed Service, you initiated and exhausted the dispute resolution process set out in Article 3 without reaching any resolution with the original Service Provider;
* the inspector's report generated as part of the dispute resolution process indicates that the original Service Provider did not provide the services set out in writing or the services agreement for the Disputed Service;
* you and Manage Your Home Expert have agreed upon a mutually acceptable Service Provider other than the original Service Provider to correct or complete the Disputed Service;
* the Disputed Service has been corrected or completed by such Service Provider and you are satisfied with the Disputed Service as corrected or completed; and
* you provide a copy of the invoice for the correction or completion of the Disputed Service to Manage Your Home.
9.4 Except for the limited warranty provided by Manage Your Home in section 9.1 above, the Services are provided by Manage Your Home to you on an "as is basis", and Manage Your Home and its suppliers disclaim all warranties, representatives and conditions pertaining to the Services, including without limitation, those of quality, merchantability, description, operation, adequacy, suitability, fitness for particular purpose, title, and non-infringement, whether express or implied by statute, common law, usage of trade, course of dealing, custom, or otherwise.
9.5 Some jurisdictions do not allow the exclusion of certain implied warranties, limitations on how long an implied warranty may last, or the exclusion or limitation of incidental, consequential, or special damages. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation: (a) each warranty which cannot be excluded shall be limited in time to ten (10) days from the Effective Date; and (b) Manage Your Home' total liability to you for breach of any or all such warranties shall be limited to the amount stated in section 9.7 of this Agreement.
9.6 In no event shall Manage Your Home have any liability nor shall its employees, directors, officers, agents or suppliers have any liability for any claims arising out of the acts or omissions of any Service Provider, facilitator or inspector.
9.7 WITH THE EXCEPTION OF CLAIMS MADE PURSUANT TO SECTION 9.3 OF THIS AGREEMENT, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF MANAGE YOUR HOME (INCLUDING TO EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR SUPPLIERS) TO MEMBER, FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTS OR OMISSIONS OF ANY MEMBER, EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO MANAGE YOUR HOME UNDER THIS AGREEMENT, FOR SERVICES RENDERED HEREUNDER FOR THE SIX MONTHS PRECEDING THE DATE ON WHICH THE CLAIM ARISES. WITH RESPECT TO CLAIMS MADE PURSUANT TO SECTION 9.3 OF THIS AGREEMENT, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF MANAGE YOUR HOME (INCLUDING TO EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR SUPPLIERS) TO MEMBER, FOR ANY CLAIMS ARISING OUT OF OR RELATING TO SECTION 9.3 OF THIS AGREEMENT EXCEED $500.00.
9.8 THE PROVISIONS LIMITING THE LIABILITY OF MANAGE YOUR HOME (INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS) IN SECTIONS 9.5 AND 9.6 SHALL APPLY REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR A BREACH OF A FUNDAMENTAL TERM OR CONDITION.
9.9 SUBJECT TO SECTION 10.1, NEITHER PARTY (INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS) SHALL BE LIABLE TO THE OTHER IN ANY WAY WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT. THIS LIMITATION SHALL APPLY WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, OR WHETHER YOU OR MANAGE YOUR HOME (OR ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ARTICLE 10 - INDEMNIFICATION
10.1 You agree to indemnify and hold Manage Your Home and its employees, directors, agents, suppliers or subcontractors harmless from all losses, damages and expenses incurred in connection with any claims, demands and other liabilities asserted against any of them as a result of your use of the Services, or which arise from any negligence or wilful misconduct of you or any breach by you of any provision of this Agreement or an agreement with a Service Provider, or any claim by a Service Provider arising out of services provided to you.
10.2 You agree that Manage Your Home may include your name in any client listing subject to the terms set out in the Private Policy.
ARTICLE 11 - GENERAL PROVISIONS
11.1 Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labour shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of Manage Your Home), provided that the delayed party:
* gives the other party prompt notice of such cause, and
* uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
If Manage Your Home is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, either you or Manage Your Home may cancel the Service(s).
11.2 This Agreement is made under and will be governed by and construed in accordance with the laws of the Province of Nova Scotia, and the parties agree to attorn to the jurisdiction of the courts of the Province of Nova Scotia.
11.3 You may not assign its rights or delegate its duties under this Agreement, either in whole or in part, without the prior written consent of Manage Your Home. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
11.4 Any notice or other significant communication given to you pursuant to this Agreement shall be sent to you in writing addressed to the e-mail address that you included in your contact information as part of Your Membership Sign Up Application form or by nationally recognized overnight courier. Any notice or other significant communication given to Manage Your Home pursuant to this Agreement shall be in writing and sent to Manage Your Home at the address listed on the Manage Your Home Web site in the "Contact Us" section of that site. Such notices shall be deemed to have been received either when delivered personally to the party for whom intended, or in the case of delivery by e-mail, fax or nationally recognized overnight courier, one (1) business days following transmission or deposit with the courier, all delivery charges pre-paid, and addressed. Either party may designate a different address by notice to the other given in accordance herewith.
11.5 Manage Your Home, Service Providers and you are independent of each other and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Manage Your Home, Service providers and you. Neither Manage Your Home, Service Providers nor you will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.
11.6 This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be changed only by a written document signed by authorized representatives of Manage Your Home and you in accordance with this section. For purposes of this Agreement, the term "written" means anything reduced to a tangible form by a party, including a printed or hand written document, e-mail or other electronic format. Authorized representatives of you and Manage Your Home have read and understand the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date below.
11.7 This Agreement has been drawn up in English at the request of the parties. Les parties ont convenu que la pr鳥nte entente soit r餩g饠en anglais.
ARTICLE 12 - PRIVACY
12.1 You have read Manage Your Home' Privacy Policy, are satisfied with it and consent to the use of your personal information as described therein.
BY SELECTING THE "I ACCEPT" BOX, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT SELECT THE "I ACCEPT" BOX.
The terms and conditions set out in this Agreement apply an individual or entity that wishes to become a Manage Your Home member. In this Agreement, "Manage Your Home" refers to Manage Your Home Incorporated. Please read this Agreement in its entirety. If you have read the Agreement and agree to its terms and conditions, select the "I ACCEPT" box at its end. If you disagree with the terms and conditions, do NOT slect the "I ACCEPT" box.
ARTICLE 1 - ENROLLMENT
1.1 By completing and submitting the on-line application form, you are requesting membership in the community of property owners (each a "Home Owner") and service providers (each a "Service Provider") established by Manage Your Home (the "Manage Your Home Community"). Home Owners are "Members" and member Services will only be provided to a single home address as indicated by the Home Owner on the on-line application. Your acceptance by Manage Your Home as a member of the Manage Your Home community is not guaranteed and is subject to the terms and conditions set out in the Membership Agreement. Acceptance or rejection of any applicant is in Manage Your Home's sole discretion. When Manage Your Home has decided whether to accept or reject your membership application for the Manage Your Home community, Manage Your Home will notify you of its decision by e-mail sent to the e-mail address specified by you when completing the on-line enrollment form for the Manage Your Home community ("membership Sign Up Enrollment "form). If you are not accepted into the Manage Your Home community, you may apply again.
1.2 Upon acceptance as a Member of the Manage Your Home community, you will be given a user name and a password that you can use to access the portion of the Manage Your Home Web site restricted to Members and place queries for Service Providers such as general contractors, electricians and plumbers who perform a particular type of work that interests you.
1.3 You are responsible for ensuring that no unauthorized access is obtained through your user name and password. You are liable for all activities conducted under your user name and password. You must take all necessary steps to ensure that your user name and password are kept confidential, used properly and not disclosed to unauthorized Persons. You must inform Manage Your Home immediately if you have any reason to believe that your user name or password has become known to any person other than you.
1.4 Manage Your Home may change your user name and/or password at any time, for security reasons and will notify you when Manage Your Home does so.
ARTICLE 2 - SERVICE AND GUARANTEE
2.1 Subject to the terms and conditions of this Agreement, Manage Your Home will provide you with a Home Expert to oversee your Services. "Services" means the services to be provided by your Manage Your Home Expert to you, specifically, conducting a home assessment, designing a regular maintenance and/or repair schedule for your property, introducing you to Service Providers serving your community and providing the dispute resolution services described in this Agreement.
2.2 The web site located at www.manageyourhome.com (the "Manage Your Home Web Site") provides you with tools (collectively the "Web Site Tools") that you may use to:
* Request a Service from any Service Provider;
* Notify Manage Your Home Expert that you have selected a Service Provider through Notification of Service Provider Selection ;
* Request that a Service Contract correct or complete any services that that Service Provider provided to you pursuant to any warranty or guarantee provided to you by that Service Provider;
* Initiate and follow the dispute resolution process set out in Article Three; and
* Make a request under section 9.3 of this Agreement.
2.3 The decision to engage a particular Service Provider is yours. You must be satisfied that the Service Provider that you choose can do your job.
2.4 Manage Your Home does not guarantee that there will be Service Provider in your area for every type of work that you might wish to have done or that any particular Service Provider will be willing and available to perform your job, but Manage Your Home database of Service Providers is expanding constantly to better serve the needs of Home Owners.
2.5 Manage Your Home does not recommend or endorse any particular Service Provider.
2.6 Prior to any Service Provider becoming approved into the Manage Your Home Community, Manage Your Home will:
* Obtain business identification information from the Service Provider;
* Obtain contact information for at least three (3) references from that Service Provider;
* Talk to at least three (3) of the references supplied by that Service Provider;
* Obtain a copy of Service Provider's license, if applicable to the Service Provider's trade; and
* Obtain a copy of Service Provider's certificate of insurance
* Ensure Service provider has agreed to comply to the "Expectations of Membership" and has signed Manage Your Home's "Service Pledge".
2.7 Prior to any Service Provider being renewed as an Authorized Service Provider in the Manage Your Home community, Manage Your Home will:
* Review any complaints that it has received about that Service Provider;
* Maintain a record of jobs performed for Home Owners by Service Provider in the past year, including Home Owner reviews (if any) of the Service Provider's work;
* Talk to one (1) or more members of the Manage Your Home community for whom that Service Provider has completed jobs;
* Obtain a copy of Service Provider's contractor's license for the current year; and
* Obtain a copy of Service Provider's certificate of insurance.
ARTICLE 3 - DISPUTE RESOLUTION
3.1 If you or any Service Provider that you hire to complete a job for you fail to report that job to Manage Your Home at its outset, then the dispute resolution process set out in this Article 3 does not apply should you or the Service Provider experience any problems with that job. For every job reported to Manage Your Home at its outset, sections 3.2 though 3.5 will apply should you or the Service Provider experience any problems with that job.
3.2 Under its agreement with Manage Your Home, each Service Provider is obliged to respond to any written complaints from Home Owners forwarded to the Service Provider by Manage Your Home, and Manage Your Home will use commercially reasonable efforts to cause any Service Provider to which Manage Your Home has forwarded a written complaint to respond to that written complaint.
3.3 If you are not satisfied with any Service Provider's response to a written complaint that you submitted, you may request and Manage Your Home will select a person at its discretion who will review written submissions made by you and the applicable Service Provider regarding your dispute and recommend possible ways in which you and the Service Provider may attempt to resolve your difficulties. This facilitator will have no responsibility to you or the applicable Service Provider except to review the written submissions provided, and make one or more recommendations. Written submissions must include the written contract between you and the Service Provider. Manage Your Home will not in any way influence the recommendations of any facilitator and will not be liable for any recommendations made by a facilitator.
3.4 If you and any Service Provider are unable to resolve a dispute with the assistance of a facilitator (referred to in section 3.3 above) you may (upon payment of the applicable fee specified on the Manage Your Home) request that Manage Your Home send an inspector to inspect the work which is the subject of your dispute with the Service Provider. When such an inspection is complete, the inspector will prepare a written report setting out the inspector's opinions on whether or not the job has been completed in a reasonable manner. Manage Your Home will provide a copy of the inspector's report to both you and the Service Provider so that you and the Service Provider may use it to attempt to resolve your difficulties. As well, if the inspector concludes that the job underlying the dispute was not completed as a result of the Service Providers action or inaction, then Manage Your Home will refund to you fifty-percent of the inspector's fee that you paid.
3.5 PLEASE NOTE THAT MANAGE YOUR HOME IS NOT RESPONSIBLE FOR COMPELLING ANY SERVICE PROVIDER TO FOLLOW THE RECOMMENDATIONS RESULTING FROM THIS DISPUTE RESOLUTION PROCESS OR AGREE WITH THE RESULTS OF ANY INSPECTION. SHOULD YOU AND ANY SERVICE PROVIDER WITH WHICH YOU HAVE A DISPUTE BE UNABLE TO RESOLVE YOUR DIFFERENCES NOTWITHSTANDING HAVING COMPLETED SOME OR ALL OF THE DISPUTE RESOLUTION PROCESS SET OUT IN THIS ARTICLE 3, YOU MAY HAVE TO TAKE LEGAL ACTION AGAINST THE SERVICE PROVIDER OR BE SUBJECT TO LEGAL ACTION TAKEN BY THE SERVICE PROVIDER.
ARTICLE 4 - CHANGES TO TERMS
4.1 From time to time, Manage Your Home may, in its sole discretion, modify any of the terms and conditions contained in this Agreement by posting the revised version to the Manage Your Home Web Site. You are advised to check the Manage Your Home Web Site periodically, and in any event, you should check the Manage Your Home Web Site prior to using it to obtain an introduction to a Service Provider or retaining any Service Provider. IF THE REVISED VERSION OF THIS AGREEMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED MEMBERSHIP IN THE MANAGE YOUR HOME COMMUNITY FOLLOWING OUR POSTING OF A REVISED AGREEMENT ON THE MANAGE YOUR HOME WEB SITE WILL CONSTITUTE ACCEPTANCE OF THE CHANGE.
ARTICLE 5 - YOUR OBLIGATIONS
5.1 You represent and warrant that Your Membership Sign Up Application form was complete, true and accurate when you submitted it to Manage Your Home and that it continues to be complete, true and accurate.
5.2 You will use the Manage Your Home Services solely to find Service Providers to perform services relating ONLY to the property/ address that you submitted on your Membership Sign Up Application form. You will not resell all or part of Services to any third party, or grant to any third party any right to use the Services.
5.3 In using the Services, you will not:
* violate any local, provincial, national or international law, regulation or treaty;
* breach or attempt to breach the security or authentication measures employed by Manage Your Home;
* not enter into an agreement, verbal or otherwise, with the Service Provider to circumvent Manage Your Home payments or reporting obligations;
* disrupt the experience of or otherwise act in a manner that negatively affects other members of the Manage Your Home community;
* create or use a false identity for the purpose of misleading others members of the Manage Your Home community;
* post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation to other members of the Manage Your Home community;
* collect information about others, including e-mail addresses in any manner that would be in violation of any industry standard or applicable law;
* violate the terms of any Authorized Use Policy which Manage Your Home advises you is applicable to your participation in the Manage Your Home community;
* commit any act that Manage Your Home believes, acting reasonably, may damage its reputation or goodwill or goodwill within the Manage Your Home Community.
ARTICLE 6 - TERM AND TERMINATION
6.1 Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall be effective once signed by both parties and will continue for an initial term of one (1) year (the "Initial Term"). Thereafter, this Agreement will automatically renew for successive terms of one (1) year (each a "Renewal Term"). The Initial Term and all applicable Renewal Terms are herein collectively referred to as the "Term".
6.2 Either you or Manage Your Home may terminate this Agreement without cause upon at least ten (10) days written notice.
6.3 If you breach section 6.3, it is a material breach of this Agreement and Manage Your Home may, in its sole discretion, terminate this Agreement and your membership in the Manage Your Home community without prior notice to you and without an opportunity to cure. Manage Your Home will notify you as soon as reasonably possible of any such termination by e-mail, sent to the e-mail address that you included in your contact information when completing your Membership Sign Up Application form or any e-mail address listed in your on-line profile on the Manage Your Home Web site. In the event of any other material breach of this Agreement, the non-breaching party may terminate this Agreement without further notice provided that it:
* has given the breaching party written notice of the breach;
* the written notice clearly describes the nature of the breach; and
* the breaching party has failed to cure the breach within five (5) days of notice.
6.4 In the event that either party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or proceeding for the benefit of creditors, if such petition or proceeding is not dismissed within thirty (30) days of filing, the other party may terminate this Agreement upon written notice.
6.5 Except as otherwise expressly set forth in this Agreement, neither party will be liable to the other upon any suspension, termination or expiration of any of the Services or this Agreement in accordance with its terms.
6.6 Upon the effective date of termination of this Agreement, Manage Your Home will immediately cease providing the Services, your user name and password will be disabled and all amounts owing pursuant to this Agreement will become due and payable. Furthermore, any information recorded about your property will deleted within 30 days from the date of termination.
6.7 Those sections which by their nature are intended to survive termination, including but not limited to sections 3, 6.6, 7, 8, 9, 10 and 11 will remain in full force and effect following the expiration or termination of this Agreement.
ARTICLE 7 - FEES, PAYMENTS AND INVOICES
7.1 The annual cost of membership is set out on the Manage Your Home Web site (the "Annual Membership Fees"). Manage Your Home may change the Annual Membership Fee at any time, by posting a revised cost on the Manage Your Home web site. Such changes will not apply to any current memberships, but will apply to any subsequent renewals.
7.2 Except as expressly provided in this Agreement, fees paid by you are not refundable unless: (1) you are not accepted as a Member or (2) Manage Your Home terminates this Agreement pursuant to section 6.2 in either case Manage Your Home will refund to you a prorated portion of the Annual Membership Fee that reflects the number of days until your current membership expires.
7.3 You shall be liable for and shall reimburse Manage Your Home for all taxes and related charges however designated resulting from the transactions contemplated hereby, including federal, provincial or local sales or use taxes and excise taxes, imposed in connection with or arising from the provision of Services under this Agreement, except for taxes incurred by Manage Your Home on its income. If you are required under any applicable law to deduct from the amounts to be paid to Manage Your Home pursuant to this Agreement any amount on account of withholding taxes or any other taxes or levies of any kind, you shall pay all such additional amounts so that the net amounts received by Manage Your Home are the amounts specified herein.
ARTICLE 8 - INTELLECTUAL PROPERTY RIGHTS.
8.1 Except for the rights expressly granted herein, this Agreement does not transfer from Manage Your Home to you any technology, information collected for Services performed on members property or any intellectual property rights, and all right, title and interest in and to such technology, information on members property information and intellectual property will remain solely with Manage Your Home, and if applicable, its suppliers, including Service Providers.
8.2 Manage Your Home shall retain all rights and interests, including any intellectual property rights, in any trademarks, names, logos and/or servicemarks ("Marks") belonging to Manage Your Home. You will not use any Mark without Manage Your Home' prior written approval. All use of the Marks will inure to the benefit of Manage Your Home.
ARTICLE 9 - LIMITATIONS OF LIABILITY
9.1 You acknowledge that Manage Your Home does not warrant:
* uninterrupted or error free Services; or
* the accuracy or any other aspect of any information made available to you or its members through the use of the Services.
You are responsible for determining whether or not the Services and Service Providers are adequate for your needs.
9.2 You acknowledge that Manage Your Home does not warrant or guarantee the services of any Service Provider, or facilitator or inspector. Manage Your Home and its suppliers disclaim all warranties, representations and conditions pertaining to the services of Service Providers, facilitators and inspectors, including without limitation, those of quality, merchantability, description, operation, adequacy, suitability, fitness for particular purposes, title, and non-infringement, whether express or implied by statute, common law, usage of trade, course of dealing, custom or otherwise.
9.3 Although Manage Your Home does not warrant or guarantee the services of any Service Provider, it is Manage Your Home' goal that you be satisfied with the services that you receive from any Service Provider. To that end, if you are not satisfied with the services provided by a Service Provider to you (the "Disputed Service"), you meet the conditions set out below in this section, and you engage another Service Provider to correct or complete those services, Manage Your Home will pay the lesser of the following amounts to that Service Provider upon that Service Provider correcting or completing the work of the original Service Provider: (i) the actual cost of the services provided by that Service Provider to correct or complete the Disputed Service, excluding any amounts for materials; (ii) the amount of the estimate for the Disputed Service provided by the original Service Provider; or (iii) $500.00. Before any such payment is made, the following conditions must be met:
* you requested the estimate for the Disputed Service from the original Service Provider using the Manage Your Home Web Site Tools;
* you notified Manage Your Home of your acceptance of the estimate for the Disputed Service from the original Service Provider for such services using the Web Site Tools;
* you requested that the original Service Provider honour any warranty or guarantee that it provided to you with respect to the Disputed Service using the Web Site Tools and the original Service Provider failed to do so;
* with respect to the Disputed Service, you initiated and exhausted the dispute resolution process set out in Article 3 without reaching any resolution with the original Service Provider;
* the inspector's report generated as part of the dispute resolution process indicates that the original Service Provider did not provide the services set out in writing or the services agreement for the Disputed Service;
* you and Manage Your Home Expert have agreed upon a mutually acceptable Service Provider other than the original Service Provider to correct or complete the Disputed Service;
* the Disputed Service has been corrected or completed by such Service Provider and you are satisfied with the Disputed Service as corrected or completed; and
* you provide a copy of the invoice for the correction or completion of the Disputed Service to Manage Your Home.
9.4 Except for the limited warranty provided by Manage Your Home in section 9.1 above, the Services are provided by Manage Your Home to you on an "as is basis", and Manage Your Home and its suppliers disclaim all warranties, representatives and conditions pertaining to the Services, including without limitation, those of quality, merchantability, description, operation, adequacy, suitability, fitness for particular purpose, title, and non-infringement, whether express or implied by statute, common law, usage of trade, course of dealing, custom, or otherwise.
9.5 Some jurisdictions do not allow the exclusion of certain implied warranties, limitations on how long an implied warranty may last, or the exclusion or limitation of incidental, consequential, or special damages. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation: (a) each warranty which cannot be excluded shall be limited in time to ten (10) days from the Effective Date; and (b) Manage Your Home' total liability to you for breach of any or all such warranties shall be limited to the amount stated in section 9.7 of this Agreement.
9.6 In no event shall Manage Your Home have any liability nor shall its employees, directors, officers, agents or suppliers have any liability for any claims arising out of the acts or omissions of any Service Provider, facilitator or inspector.
9.7 WITH THE EXCEPTION OF CLAIMS MADE PURSUANT TO SECTION 9.3 OF THIS AGREEMENT, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF MANAGE YOUR HOME (INCLUDING TO EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR SUPPLIERS) TO MEMBER, FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTS OR OMISSIONS OF ANY MEMBER, EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO MANAGE YOUR HOME UNDER THIS AGREEMENT, FOR SERVICES RENDERED HEREUNDER FOR THE SIX MONTHS PRECEDING THE DATE ON WHICH THE CLAIM ARISES. WITH RESPECT TO CLAIMS MADE PURSUANT TO SECTION 9.3 OF THIS AGREEMENT, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF MANAGE YOUR HOME (INCLUDING TO EMPLOYEES, DIRECTORS, OFFICERS, AGENTS OR SUPPLIERS) TO MEMBER, FOR ANY CLAIMS ARISING OUT OF OR RELATING TO SECTION 9.3 OF THIS AGREEMENT EXCEED $500.00.
9.8 THE PROVISIONS LIMITING THE LIABILITY OF MANAGE YOUR HOME (INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS) IN SECTIONS 9.5 AND 9.6 SHALL APPLY REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR A BREACH OF A FUNDAMENTAL TERM OR CONDITION.
9.9 SUBJECT TO SECTION 10.1, NEITHER PARTY (INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS) SHALL BE LIABLE TO THE OTHER IN ANY WAY WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT. THIS LIMITATION SHALL APPLY WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, OR WHETHER YOU OR MANAGE YOUR HOME (OR ITS EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ARTICLE 10 - INDEMNIFICATION
10.1 You agree to indemnify and hold Manage Your Home and its employees, directors, agents, suppliers or subcontractors harmless from all losses, damages and expenses incurred in connection with any claims, demands and other liabilities asserted against any of them as a result of your use of the Services, or which arise from any negligence or wilful misconduct of you or any breach by you of any provision of this Agreement or an agreement with a Service Provider, or any claim by a Service Provider arising out of services provided to you.
10.2 You agree that Manage Your Home may include your name in any client listing subject to the terms set out in the Private Policy.
ARTICLE 11 - GENERAL PROVISIONS
11.1 Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labour shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of Manage Your Home), provided that the delayed party:
* gives the other party prompt notice of such cause, and
* uses its reasonable commercial efforts to promptly correct such failure or delay in performance.
If Manage Your Home is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, either you or Manage Your Home may cancel the Service(s).
11.2 This Agreement is made under and will be governed by and construed in accordance with the laws of the Province of Nova Scotia, and the parties agree to attorn to the jurisdiction of the courts of the Province of Nova Scotia.
11.3 You may not assign its rights or delegate its duties under this Agreement, either in whole or in part, without the prior written consent of Manage Your Home. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
11.4 Any notice or other significant communication given to you pursuant to this Agreement shall be sent to you in writing addressed to the e-mail address that you included in your contact information as part of Your Membership Sign Up Application form or by nationally recognized overnight courier. Any notice or other significant communication given to Manage Your Home pursuant to this Agreement shall be in writing and sent to Manage Your Home at the address listed on the Manage Your Home Web site in the "Contact Us" section of that site. Such notices shall be deemed to have been received either when delivered personally to the party for whom intended, or in the case of delivery by e-mail, fax or nationally recognized overnight courier, one (1) business days following transmission or deposit with the courier, all delivery charges pre-paid, and addressed. Either party may designate a different address by notice to the other given in accordance herewith.
11.5 Manage Your Home, Service Providers and you are independent of each other and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Manage Your Home, Service providers and you. Neither Manage Your Home, Service Providers nor you will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.
11.6 This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be changed only by a written document signed by authorized representatives of Manage Your Home and you in accordance with this section. For purposes of this Agreement, the term "written" means anything reduced to a tangible form by a party, including a printed or hand written document, e-mail or other electronic format. Authorized representatives of you and Manage Your Home have read and understand the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date below.
11.7 This Agreement has been drawn up in English at the request of the parties. Les parties ont convenu que la pr鳥nte entente soit r餩g饠en anglais.
ARTICLE 12 - PRIVACY
12.1 You have read Manage Your Home' Privacy Policy, are satisfied with it and consent to the use of your personal information as described therein.
BY SELECTING THE "I ACCEPT" BOX, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT SELECT THE "I ACCEPT" BOX.