1. Introduction

 

Thank you for using our Installed-Sales EcoSystem™. We want to make your experience with us as simple and easy as possible for you. Below is our Universal Terms and Conditions ("UTC"). In our UTC, all Capitalized and Bolded words (except for Black headings that are not further used and defined) will have the meaning set forth in our Definitions available at www.craftsmanrepublic.com/definitions. This page forms a legally binding contract between "You" (the person or entity agreeing to our UTC) and "Us", "We" and "Our" (ISRD Systems, LLC. dba Craftsman Republic) Please read carefully. If you do not agree to our UTC, then you should not use Craftsman Republic

 

2. Changes to Our UTC

 

From time to time we may post updates or changes to our UTC. We will post any material updates or changes to our UTC at the top of this page where we list the date our UTC was last revised for thirty (30) days to provide you notice of them. Except as otherwise provided herein, the most current version of our UTC will always govern our relationship with you, and you agree to review our UTC regularly so that you are aware of its updates or changes. By continuing to use the Installed-Sales EcoSystem™ after the updates or changes are in effect, you agree to be bound by our new UTC.  If you do not agree, you must cancel your use of our Installed-Sales EcoSystem™.

 

3. How You Accept Our UTC

 

• Ordering through the Installed-Sales EcoSystem™ and clicking "I accept" our UTC.
• Accepting the terms of a written agreement which references or incorporates our UTC.
• Providing authority to "accept" our UTC on your behalf to a third party, such as to a Retailer's in-store employee or call center customer service representative.
• Accepting a written service order or Workorder to provide an On-Site Service.
• Receiving an On-Site Service.

 

When you accept our UTC, you acknowledge that you have read, understand and agree to our UTC. You also acknowledge that you are authorized to accept our UTC and bind yourself or the person or entity you represent to it.

 

4. Rights We Grant Each Other:

 

We will:

 

• Provide the Installed-Sales EcoSystem™ in accordance with our UTC.
• Use commercially reasonable efforts to ensure that Craftsmen are qualified, have passed a background check and meet other credentialing criteria.
• When appropriate, act as the Technician's Nominee Recipient to collect On-Site Service Fees from the Consumer as a convenience to the Consumer and Technician, and hold these funds until the Closing Event Criteria have been satisfied (which typically includes the Consumer having signed an On-Site Service Completion Form or similar form of written approval accepted by us or signed-off on completion of the On-Site Service within the Bestek App). We reserve the right to contract with a third party to act as Nominee Recipient in fulfilling this promise.
• Provide the Installed-Sales EcoSystem™ at no direct charge to Consumers. The only charge(s) to the Consumer is by the Technician for the purchase of the On-Site Service, plus any applicable fees and taxes.
• For a period of thirty (30) days from the date the Consumer signs the On-Site Service Completion Form, facilitate a refund from the Technician to the Consumer for the full amount of the On-Site Service Fee if the Consumer is not 100% satisfied with the On-Site Service performed. Specifically, if we are unable to satisfactorily resolve a refund request, after giving the Technician the opportunity to resolve or cure the On-Site Service dispute, we will refund the actual amounts paid by the Consumer for the On-Site Service not to exceed $500.
• Comply with our Division of Liability Policy which governs repairs, errors, consumer inconvenience and loss, and allocates fault and liability among the parties to our UTC in situations where determining actual fault and liability is not viable.
• Comply with all applicable laws and regulations.

 

You, the Consumer, will:

 

• Acknowledge that any On-Site Service you purchase is purchased directly from the Technician and not from the Retailer, Manufacturer, Distributor or us. You further acknowledge that the Retailer, Manufacturer and Distributor are not the sellers of the On-Site Service and merely act as a conduit for us as the Nominee Recipient of the Technician.
• Pay for all On-Site Service purchases made by you or on your behalf, including charges for untimely cancelled service.
• Ensure that a person eighteen (18) years or older is at the On-Site Service job site during the time the On-Site Service is provided.
• Make reasonable accommodations to facilitate access for the Technician to provide the On-Site Service.
• Attempt to resolve in good faith any dispute concerning an On-Site Service you may have with the Technician directly and, if we request, with us; agree to allow a reasonable period of time to remedy any dispute, and acknowledge that the Retailer, Distributor, or Manufacturer will not be responsible for resolving any disputes or other issues that may arise with respect to an On-Site Service.
• When it is necessary to complete additional work in order to perform the scope of services for the On-Site Service, you will either cancel the On-Site Service (pursuant to the Division of Liability Policy) or pay additional service charges for work that you request from the Technician which falls outside of the original scope of work that you purchased and which the Technician determines are due prior to the On-Site Service.
• Comply with our Division of Liability Policy which governs repairs, errors, consumer inconvenience and loss and allocates fault and liability among the parties to our UTC in situations where determining actual fault and liability is not viable.
• Comply with all applicable laws and regulations.

 

You, the Technician, will:

 

• Provide and set the On-Site Service Fee for On-Site Services for all your Workorders.
• Expressly agree that you are offering all On-Site Services directly and independently to the Consumer.
• Provide On-Site Services only for work for which you are licensed and qualified to perform.
• Maintain and provide proof of all licenses, credentials and insurance information for the On-Site Services you perform.
• Not bypass or circumvent the Installed-Sales EcoSystem™ to acquire new work from Consumers, Manufacturers, Retailers or Distributors, including charging or attempting to charge Consumers directly for any On-Site Service(s).
• Agree that you and any persons you may use in conjunction with the performance of On-Site Service(s) have successfully joined Bestek and are registered through the Bestek App or Website as Craftsmen that can provide On-Site Service(s) on your behalf.
• Guarantee Consumer satisfaction for all On-Site Services performed. For a period of thirty (30) days from the date you provide an On-Site Service, you agree to make all reasonable efforts to correct any issues the Consumer may have with the On-Site Service. In the event the Consumer remains dissatisfied following such efforts, you agree to refund the Consumer the full amount of the On-Site Service Fee paid for the On-Site Service, plus all taxes paid by the Consumer.
• Warranty On-Site Services for the performance of each Workorder. For one (1) year from Completion of each Workorder, your work shall be: (i) performed in a diligent, efficient, trustworthy and workmanlike manner, according to the industry standards and practices in the field; (ii) new, complete, fit for the purposes intended, of suitable grade for the intended function and use, and free from faults and defects; (iii) in accordance with all agreements between you and Bestek and all applicable laws, regulations, ordinances and codes; and (iv) free from all encumbrances to title. You will return within ten (10) days, at no charge, to correct any breach of this warranty in your work pursuant to a Workorder or Out-of-scope Service.
• Attempt to resolve disputes promptly and directly, and notify us in writing of all such disputes, including the nature, status and attempts you made to resolve them.
• Allow us to act as your Nominee Recipient in collecting your On-Site Service Fees from the Consumer, and hold those funds until the Closing Event Criteria have been completed, which typically includes the Consumer having signed an On-Site Service Completion Form or similar form of written approval accepted by us, or signed-off on completion of the On-Site Service within the Bestek App, indicating that the On-Site Service was satisfactorily completed.
• Agree that we may in turn use a third party to act as our Nominee Recipient in fulfilling our promises to you.
• Comply with our Division of Liability Policy which governs repairs, errors, consumer inconvenience and loss, and allocates fault and liability among the parties to our UTC in situations where determining actual fault and liability is not viable.
• Comply with all applicable laws and regulations.

 

You, the Retailer, will:

 

• Promote and advertise On-Site Services on your internet websites, in-store, and other customary media and marketing channels.
• Upon our request, act as a conduit for On-Site Service Fees from the Consumer to us as Nominee Recipient for the Technician, and provide us with unrestricted access to those On-Site Service Fees, without unreasonable delay and without exercising material control over those On-Site Service Fees, at any time.
• Agree that you will not change or discount the On-Site Service Fee for any scope of work except as requested and agreed to by us in writing. Agree that you are the seller of the Supported Product and have full control over the price and discounts applied to the Supported Product.
• Promptly notify us when the Supported Products requiring an On-Site Service are delivered to, or are otherwise in the possession of, the Consumer and ready for the performance of the On-Site Service by the Technician for the Consumer.
• Remain responsible for any and all applicable taxes related to your Supported Products.
• If the Consumer contacts you regarding On-Site Service, let the Consumer know that the On-Site Service is provided by the Technician, and the Consumer must resolve any issues regarding the On-Site Service directly with the Technician or with us.
• Cooperate with us in all reasonable ways to offer the Installed-Sales EcoSystem™ to Consumers.
• Comply with our Division of Liability Policy which governs repairs, errors, consumer inconvenience and loss, and allocates fault and liability among the parties to our UTC in situations where determining actual fault and liability is not viable.
• Comply with all applicable laws and regulations.

 

You, the Manufacturer and/or Distributor, will:

 

• Provide technical documents, instructions, technical support, and other collateral to allow Craftsmen to properly perform the On-Site Service to Supported Product specifications.
• After satisfactory completion of any beta test launch, introduce and promote the Installed-Sales EcoSystem™ in your sales channels.
• Remain responsible for any and all applicable taxes related to your Supported Products.
• Cooperate with us in all reasonable ways to offer the Installed-Sales EcoSystem™ to Consumers.
• Comply with our Division of Liability Policy which governs repairs, errors, consumer inconvenience and loss, and allocates fault and liability among the parties to our UTC in situations where determining actual fault and liability isn't viable.
• Comply with all applicable laws and regulations.

 

 

5. Limited License & Intellectual Property

 

Limited License. We grant you a personal, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Installed-Sales EcoSystem™ for On-Site Services. This license is for the sole purpose of letting you use the Installed-Sales EcoSystem™ for On-Site Services in a way that our UTC and any written and signed agreement between you and us allow. You may not copy, modify, distribute, sell, lease or profit from any part of our Installed-Sales EcoSystem™, except as expressly permitted herein or in any written and signed agreement between you and us, nor may you reverse engineer or attempt to extract the source code of any of our software.

 

Ownership. Except for the limited rights expressly granted in our UTC and any written and signed agreement between you and us, we are not transferring to you any right, title and interest in the Installed-Sales EcoSystem™ or any of its individual or related components, and all right, title and interest in and to the Installed-Sales EcoSystem™ and all of its components and related parts, including all copyrights, patents, trademarks, trade secrets, Developments and other intellectual property will remain our sole property.

 

Developments. In connection with your use of the Installed-Sales EcoSystem™, you may be in a position to provide suggestions, comments, ideas, improvements, conceive ideas and/or produce works of authorship and/or product designs, or provide other feedback or materials to us in direct connection with or related to the Installed-Sales EcoSystem™ (the "Developments"). You acknowledge that we retain exclusive rights and ownership in such Developments, to the extent such relate to the Installed-Sales EcoSystem™.

 

6. Restrictions

 

In connection with use of the Installed-Sales EcoSystem™, you will not:

 

Intellectual Property

• Remove any copyright, trademark or other proprietary notices from any portion of the Installed-Sales EcoSystem™ or any of our other names, marks, logos or other Intellectual Property.
• Use trademarks, trade names or service marks (whether registered or unregistered) owned by Craftsman Republic ("Our Marks") (such as Craftsman Republic®) or potentially confusing variations (such as CR) as a part of your product name(s), service name(s), company name or domain name(s).
• Infringe upon our or any other People Group to our UTC's copyright, patent, trademark, service mark, trade secret or other Intellectual Property rights, or rights of publicity or privacy;
• Use the Installed-Sales EcoSystem™, any of its parts or components, our Intellectual Property or our Confidential Information in any manner which competes against, circumvents or otherwise bypasses us;

 

Privacy, Conduct & Disclosure

• Act in a manner that is defamatory, libelous, threatening or harassing;
• Refuse to cooperate in any investigation or refuse to provide confirmation of your identity or any other information you are obligated to provide us, as reasonably necessary to effectuate the provision of the On-Site Services;
• Use an anonymizing proxy;
• Conduct your business or use the Installed-Sales EcoSystem™ in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties or other liability;
• Use the Installed-Sales EcoSystem™ in a manner that we reasonably believe to be an abuse or a violation of this or any related agreement or policy;
• Disclose, use or distribute information to any third party that is not reasonably necessary to effectuate the provision of the On-Site Services, or in a manner that would violate any applicable law, rule or regulation;

 

Installed Sales EcoSystem™

• Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Installed-Sales EcoSystem™ or Our Intellectual Property except as expressly permitted by us;
• Decompile, reverse engineer or disassemble the Installed-Sales EcoSystem™ or Our Intellectual Property except as may be permitted by applicable law;
• Link to, mirror or frame any portion of the Installed-Sales EcoSystem™ or Our Intellectual Property or Our Intellectual Property;
• Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Installed-Sales EcoSystem™ or Our Intellectual Property or unduly burdening or hindering the operation and/or functionality of any aspect of the Installed-Sales EcoSystem™ or Our Intellectual Property;
• Take any action that may cause us to lose any of the services from our internet service providers, payment processors, suppliers, vendors or other persons or entities;

 

Marketing & Advertising

• Market the Installed-Sales EcoSystem™ or Our Intellectual Property in any way, including but not limited to, on your website, any Supported Product materials, in advertising or communications, or on the clothing you wear, other than as provided for in our UTC or other written agreement between us; or
• Advertise, alter, change, charge, invoice or in any way seek to earn income from the Installed-Sales EcoSystem™ or Our Intellectual Property other than by the revenue generated by incremental sales of Supported Products, or incidental goodwill associated with use of the Installed-Sales EcoSystem™ or Our Intellectual Property;
• Charge anyone (including us, Manufacturers, Distributors, Retailers, Technician or Consumers) to receive direct or indirect benefits from the Installed-Sales EcoSystem™ or Our Intellectual Property;

 

General

• Breach our UTC, any written agreement with us, or any policy to which you have agreed; or
• Take any action that violates any law, statute, ordinance, or regulation.

 

 

7. Actions by Us

 

If we have reason to believe that you have breached your promises or obligations under our UTC or any written agreement between you and us, we may, at our discretion, take various actions to protect us, you and/or third parties from any liability. The actions we may take include, but are not limited to, the following:

 

• Seek damages and/or equitable relief, as applicable, as provided in our UTC or any written agreement;
• Close, suspend, or modify your access to the Installed-Sales EcoSystem™;
• Contact any other People Groups in the Installed-Sales EcoSystem™ who have bought, sold, or supported On-Site Service(s), and/or warn such other People Groups, law enforcement, or impacted third parties of your actions;
• Update and correct inaccurate information you provided us;
• Hold and offset funds otherwise owed to you if reasonably needed to protect our rights under our UTC or any written agreement; and
• Take other action against you as provided in our UTC or any written agreement.

 

8. On-Site Services Fee Collection and Tax Matters

 

Technician. You, the Technician, must complete all your tax obligations and remit all your tax liabilities related to On-Site Services as required by applicable law. You, the Technician, also agree to provide us with all relevant tax information. You are responsible for taxes on your income resulting from On-Site Services. Notwithstanding the former, based on applicable tax obligations and using reasonable discretion, we may collect and remit taxes from your provision of On-Site Services and/or provide any of the relevant tax information you have provided pursuant to these Section 8 requirements directly to the applicable tax authority on your behalf or otherwise.

 

You, the Technician, and we agree that we will release your On-Site Service Fee, less the amount separately agreed between us (our "On-Site Service Commission") in accordance with your Closing Event Criteria. You agree that you are selling and providing the On-Site Service directly to the Consumer and are not providing the On-Site Service for or on behalf of any other person or entity. Neither we nor any other person or entity will be liable to you for any additional costs, fees or expenses in connection with the On-Site Service.

 

Retailer, Manufacturer or Distributor. You, the Retailer, Manufacturer or Distributor and we agree that you will be solely responsible for the calculation, collection, and remittance of any applicable state or local sales or use tax or other applicable taxes in relation to your Supported Products. We are not the seller of your Supported Products and will not be liable for sales or use or other applicable taxes.

 

9. Our Transaction Data

 

You may provide and, in some cases, be provided with specific and/or aggregated information and data in relation to your use of the Installed-Sales EcoSystem™. This information is accumulated and gathered from various sources, including Manufacturers, Craftsmen, Retailers, Distributors, and Consumers and may include, but is not limited to, the names, e-mails, job site addresses, the quantity of Supported Products ordered and shipped, other Supported Product details, the On-Site Service purchased, identities of other parties, supporting data for On-Site Services, On-Site Service(s) performance date(s), supporting documentation, forms, receipts, and any other data or information acquired by us. Collectively, this information is referred to as "Our Transaction Data." You will comply with all privacy and other applicable laws related to Our Transaction Data.

 

You agree that you will not directly or indirectly: (a) disclose or convey Our Transaction Data to third parties, except as necessary for you to perform your obligations under our UTC and any written agreement between you and us, or as may be required by law, and provided that you ensure that every recipient uses Our Transaction Data only for a permitted purpose and complies with the restrictions applicable to you related to Our Transaction Data; (b) use any Our Transaction Data for any marketing or promotional purposes or otherwise in any way inconsistent with our UTC and any written agreement between you and us, our privacy policies or applicable law; (c) contact a Consumer who has ordered an On-Site Service for a Supported Product that has not yet been delivered with the intent to influence such Consumer to make an alternative purchase from any person or entity other than the Retailer which (or through which) generated the request for an On-Site Service; or (d) disparage us or other parties.

 

You consent and agree that each People Group directly associated with a particular On-Site Service transaction may use the relevant Our Transaction Data to contact such other relevant People Groups by any means of communication you provide(d) to us, even if you are listed on any ‘Do Not Call' list. You also consent and agree that we may use Our Transaction Data to promote, advertise and market our business, and that we may contact you for marketing purposes related to our business, including autodialed and prerecorded message calls.

 

Subject to all applicable laws and regulations, including data privacy laws, regulations and policies, and further subject to any pre-existing ownership rights we or you may have in Our Transaction Data, you agree that we are the sole and exclusive owner of all Our Transaction Data. In addition, and subject to all applicable data privacy laws, regulations and policies, you grant to us a fully-paid, unlimited, irrevocable, exclusive, worldwide perpetual license to use all Our Transaction Data. Our Transaction Data is our Confidential Information.

 

For additional information concerning our use of Our Transaction Data, please see our Privacy Policy at www.craftsmanrepublic.com/privacy.

 

10. Confidential Information & Public Disclosure (Applies to Manufacturers, Retailers, Distributors and Craftsmen)

 

Confidential Information shall include any non-public information regarding the products, services or business of a People Group (and, if either People Group is bound to protect the confidentiality of any third party's information, of a third party) or information that should, by its nature, be reasonably considered to be confidential and/or proprietary as well as information specifically identified as Confidential Information in this Section 10, including but not limited to any pricing information, Consumer names, Consumer information, Consumer lists, marketing and business plans, sales, and/or sales volume. parties may have access to, or be exposed to, another People Group's Confidential Information with respect to the Installed-Sales EcoSystem™.

 

Each you and we agree: (1) all Confidential Information shall remain the exclusive property of the disclosing person or entity; (2) we and you shall use Confidential Information only in connection with use of the I Installed-Sales EcoSystem™ pursuant to our UTC; (3) we and you shall not disclose any Confidential Information to any other People Group to our UTC or any third party, except as required to use the Installed-Sales EcoSystem™ as anticipated by our UTC and any other written agreement between you and us, and provided that other persons are bound by obligations of confidentiality and non-use of the Confidential Information that are no less restrictive than those in this Section 10; and (d) it shall return or destroy all Confidential Information of the disclosing person or entity at the termination of any agreement between you and us or at the request of the other person or entity, subject to applicable law and company record-keeping policies.

 

Confidential Information does not include information to the extent it becomes part of the public domain through no act or failure on part of the receiving person or entity, is lawfully obtained without obligations of confidentiality by the receiving person or entity from a third party, is lawfully known by the receiving person or entity at the time of disclosure, or is required to be disclosed by law, court order or subpoena, in which circumstance the receiving person or entity will provide notice to the disclosing person or entity to allow the disclosing person or entity to oppose or limit the requested disclosure.

 

11. Apple iOS Minimum Terms

 

Acknowledgement. You acknowledge that our UTC is between you and us only, and not with Apple, and we, not Apple, are solely responsible for the Craftsman Republic iOS app and its content.

 

Scope of License. The license granted to you is limited to a non-transferable license to use the Installed Sales EcoSystem™ on any iPhone or iPod touch that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.

 

Maintenance and Support. As between Apple and us, we are solely responsible for providing any maintenance and support services with respect to the Installed-Sales EcoSystem™, as specified in our UTC, or as required under applicable law. You and we acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Installed-Sales EcoSystem™.

 

Warranty. As between Apple and us, we are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in our UTC or any other written agreement between us. In the event of any failure of the Installed-Sales EcoSystem™ to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the Installed-Sales EcoSystem™ to you.  To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Installed-Sales EcoSystem™, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.

 

Product Claims. You and we acknowledge that we, not Apple, are responsible for addressing any of your claims or any other person or entity relating to the Installed-Sales EcoSystem™ or your possession and/or use of Installed-Sales EcoSystem™, including, but not limited to: (i) product liability claims; (ii) any claim that the Installed-Sales EcoSystem™ fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

 

Intellectual Property Rights. You and we acknowledge that, in the event of any claim by a person or entity that the Installed-Sales EcoSystem™ or your possession and use of the Installed-Sales EcoSystem™ infringes that person's or entity's intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

 

Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

Developer Name and Address. We may be contacted at 121 Innovation Drive, Irvine, CA 92617; (888) 338-6719; info@craftsmanrepublic.com with any questions, complaints or claims with respect to the Installed Sales EcoSystem™.

 

Third Party Beneficiary. You and we acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of our UTC, and that, upon your acceptance of our UTC, Apple will have the right (and will be deemed to have accepted the right) to enforce our UTC against you as a third-party beneficiary thereof.

 

12. No Warranty, Disclaimers

 

OUR SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, GUARANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. ANY AND ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED. WE DO NOT HAVE ANY CONTROL OVER THE On-Site ServiceS PURCHASED AND PROVIDED THROUGH THE INSTALLED-SALES ECOSYSTEM™ FROM CRAFTSMEN. WE DO NOT ENSURE THAT A BUYER OR A SELLER YOU ARE DEALING WITH WILL COMPLETE THE On-Site Service TRANSACTION OR IS AUTHORIZED TO DO SO, AND WE DO NOT GUARANTEE THAT THE CRAFTSMEN ARE LICENSED, QUALIFIED OR APPROPRIATELY CREDENTIALED TO PERFORM THE ON-SITE SERVICES FOR THE CONSUMER, NOR THAT THEIR WORK WILL BE ACCEPTED BY THE CONSUMER EVEN IF SUCH WORK IS REASONABLY SATISFACTORY. THE CRAFTSMEN ARE NOT OUR EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS. WE DO NOT DIRECT THEIR WORK, CONTROL THEIR HIRING PROCESSES, OR CONDUCT OR VERIFY THE VALIDITY OF THEIR BACKGROUND CHECKS.

 

WE DO NOT GUARANTEE OR WARRANT CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE INSTALLED-SALES ECOSYSTEM™. WE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, CREDIT CARDS, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER, BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE SUCH PROCESSING BECAUSE WE ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM AND/OR THE U.S. AND/OR INTERNATIONAL POSTAL SERVICES.

 

WE DO NOT GUARANTEE THE ACTIONS OR INACTIONS OF THE CRAFTSMEN OR CONSUMERS. A PERSON OR ENTITY MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO HIM OR HER. CRAFTSMEN AND CONSUMERS SHOULD TAKE REASONABLE SAFETY MEASURES WITH RESPECT TO MEETINGS AND ENCOUNTERS WITH THIRD PARTIES THAT HAPPEN FROM USE OF THE  INSTALLED-SALES ECOSYSTEM™. WE DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY TECHNICIAN, ANY CONSUMER OR OTHER THIRD PARTY.

 

WE MAKE NO REPRESENTATION OR WARRANTY THAT WE ARE A GENERAL/SPECIALTY TECHNICIAN, INSTALLATION COMPANY, FIELD SERVICE PROVIDER, CONTRACTOR, EMPLOYER OF FIELD SERVICE PROVIDERS OR CRAFTSMEN, SELLER OF ON-SITE SERVICES OR FIELD SERVICES, TAX ATTORNEY, LAWYER, OR ACCOUNTANT.  WE ALSO MAKE NO PROMISES OR REPRESENTATIONS AS TO THE POTENTIAL BUSINESS A PERSON OR ENTITY MAY EXPECT AT ANY TIME DURING THE TERM OF OUR UTC.

 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR STATUTORY WARRANTIES, SO SOME OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

 

13. Limits of Our Liability

 

IN NO EVENT WILL OUR AGGREGATE LIABILITY TO ANY PERSON OR ENTITY AND/OR ANY OTHER PERSON OR ENTITY FOR ANY CLAIM(S), WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE ON-SITE SERVICE(S) COMMISSION RECEIVED BY US FOR THE SPECIFIC SERVICE(S) PROVIDED THAT GAVE RISE TO SUCH CLAIM(S).

 

IN NO EVENT WILL WE BE LIABLE TO ANY PERSON OR ENTITY OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH US, OUR UTC OR ANY WRITTEN AGREEMENT BETWEEN YOU AND US, OR THE PERFORMANCE OR PROVISION OF SERVICES UNDER OUR UTC OR ANY WRITTEN AGREEMENT BETWEEN YOU AND US, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INFRINGEMENT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON LOSS OF PROFITS, DATA, FILES, OR BUSINESS OPPORTUNITY(IES)) AND IRRESPECTIVE OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. PROVIDED, HOWEVER, THAT OUR LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIM(S) ARISING FROM PERSONAL INJURY OR DEATH.

 

14. Indemnification

 

Subject to the terms and limitations of our UTC and any written agreement between you and us, each party (the "Indemnifying Party") will defend, indemnify, and hold harmless the other part(ies), and its/their respective parent(s), subsidiaries, employees, agents, affiliates, consultants and sub-contractors (collectively, the "Indemnified Parties") from and against any and all claims, losses, damages, liabilities, awards, costs and expenses (including reasonable attorneys' fees) resulting from or related to: (a) the Indemnifying Party's breach of any representation or warranty in our UTC and any written agreement between you and us; (b) personal injury or death caused by the acts or omissions of the Indemnifying Party and its employees, contractors or other personnel; and (c) infringement of any patent, trade secret, copyright or other proprietary rights or intellectual property rights, or any proprietary software or materials, provided to the Indemnified Part(ies) by the Indemnifying Party. Any Indemnified Party will notify the Indemnifying Party in writing of the Claim promptly upon becoming aware of the Claim, and provide the Indemnifying Party reasonable cooperation, information, and assistance (at Indemnifying Party's sole cost and expense). An Indemnified Party's failure to notify Indemnifying Party of any such claim will not relieve Indemnifying Party of its obligations under this Section. Unless otherwise agreed in writing by the involved parties, the Indemnifying Party will have sole control of the defense of the Claim and all related settlement negotiations; provided, however, that Indemnifying Party will not enter into any settlement or compromise that adversely affects any rights of or imposes any obligation or liability of any Indemnified Party without the prior written consent of such Indemnified Party. Notwithstanding the foregoing, any Indemnified Party may participate in such defense through its own counsel at its own expense. In addition to the foregoing, the Technician will indemnify all parties from and against any and all claims, losses, damages, liabilities, awards, costs and expenses (including reasonable attorneys' fees) resulting from or arising out of the performance of On-Site Services.

 

15. Dispute Resolution (Applies to Manufacturers, Retailers, Distributors and Craftsmen)

 

Mediation. If a dispute or claim arises out of our UTC and any written agreement between you and us, we agree to mediate that dispute or claim prior to resorting to arbitration. Mediation fees, if any, will be divided equally among the parties to the claim or dispute. The mediator will be selected by the mutual written agreement of you and us.

 

Arbitration. In the event you and we are unable to resolve any dispute or claim arising out of, or related to, our UTC and any written agreement between you and us, any such dispute or claim will be submitted to binding arbitration before a neutral arbitrator mutually agreed to by you and us on the JAMS panel in Orange County, California. In the event we cannot agree upon an arbitrator within fifteen (15) days of the notice of a dispute in regard to our UTC and any written agreement between you and us, we agree that an impartial arbitrator will be appointed from the Orange County, California JAMS panel. The prevailing person or entity in any such arbitration will have the right to have any award made by the arbitrator confirmed by a court of competent jurisdiction. The provisions of California Code of Civil Procedure Section 1283.05, authorizing the taking of depositions and obtaining of discovery, are incorporated herein by this reference and will be applicable to any arbitration conducted under this Section. Any and all arbitrators selected or appointed by a Court of competent jurisdiction will be bound by and will follow the substantive and procedural laws of the State of California, including, but not limited to, the California Code of Civil Procedure and California Evidence Code. Judgment on any award may be entered in any court of competent jurisdiction. The costs of arbitration will be borne equally by you and us, and each of us will bear the costs of preparing and presenting our own case. The venue for any such arbitration will be the County of Orange, California.

 

Injunctive Relief. You and we recognize and agree that the unauthorized disclosure or use of Confidential Information and/or intellectual property protections of our UTC and any written agreement between you and us could cause irreparable harm and significant injury which may be difficult to measure with certainty or to compensate through damages. Accordingly, we will have the right to seek and obtain an immediate injunction from a court of competent jurisdiction to enjoin, prevent, restrain, preclude, delimit or minimize the disclosure of Confidential Information and/or intellectual property protections of our UTC and any written agreement between you and us. Such a remedy will not be deemed to be the exclusive remedy, but will be in addition to all other remedies available at law or at equity. A person or entity's right to seek court intervention pursuant to this Section is hereby expressly limited to efforts to protect trade secrets, Confidential Information, intellectual property or proprietary Information and/or any other breach of any provision of our UTC or any written agreement between you and us and will encompass no other claim or cause of action arising in either law or equity.

 

Class Action Waiver (applicable to Technician only). YOU, THE TECHNICIAN, AND WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. The arbitrator may award injunctive relief only in favor of the individual person or entity seeking relief and only to the extent necessary to provide relief warranted by that individual's claim. You and we agree that each may bring claims against the other only in your individual capacities and not as plaintiff or class members in any purported class or representative action or in the capacity as a private attorney general. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other consumers. NEITHER YOU, THE TECHNICIAN, NOR ANY OTHER TECHNICIAN, CAN BE A CLASS REPRESENTATIVE, CLASS MEMBER, OR OTHERWISE PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING WITHOUT HAVING COMPLIED WITH THE OPT OUT REQUIREMENTS BELOW. If a court or arbitrator determines in an action between you and us that this class action waiver is unenforceable, the arbitration agreement will be void as to you. If you choose to opt out of the arbitration provision in the manner specified below, this class action waiver provision will not apply to you.

 

Opt Out (Applicable to Technician only). Notwithstanding the above, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN THIRTY (30) DAYS FROM THE EARLIER OF: (1) THE DATE YOU USED THE INSTALLED SALES ECOSYSTEM™; (2) THE DATE YOU PROVIDED ON-SITE SERVICES; OR (3) THE DATE ON WHICH YOU AGREED TO OUR UTC OR ANY WRITTEN AGREEMENT BETWEEN YOU AND US (THE "OPT OUT DEADLINE"). YOU MUST OPT OUT BY THE OPT OUT DEADLINE FOR EACH DEVICE OR LINE OF SERVICE. YOU MAY OPT OUT OF THESE ARBITRATION PROCEDURES BY COMPLETING THE OPT-OUT FORM LOCATED AT WWW.BUYITINSTALLED.COM/OPTOUT. Any opt-out received after the Opt Out Deadline will not be valid and you must pursue your claim in arbitration or in small claims court.

 

JURY TRIAL WAIVER. If a claim proceeds in court rather than through arbitration, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

 

Any amendment, modification, revision or update of this Section will only affect claims, causes of action, rights and remedies that arise after such amendment, modification, revision or update, unless otherwise agreed by you and us. Any claim, cause of action, right or remedy that arose prior to such amendment, modification, revision or update will be governed by the terms of our UTC and other agreements between you and us then in effect.

 

16. Dispute Resolution for Consumers

 

Dispute Resolution and Arbitration. IF YOU ARE A CONSUMER, THEN YOU AND WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERNING OUR UTC AND ANY WRITTEN AGREEMENTS BETWEEN YOU AND US, THE ON-SITE SERVICES, THE INSTALLED SALES ECOSYSTEM™, OUR PRIVACY POLICY, ANY SERVICES PROVIDED TO YOU RELATED TO THE INSTALLED SALES ECOSYSTEM™ AND ANY RELATED SERVICES OR SUPPORTED PRODUCTS, INCLUDING ANY BILLING OR PAYMENT DISPUTES, WILL BE RESOLVED BY BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR OR IN SMALL CLAIMS COURT RATHER THAN IN A COURT OF GENERAL JURISDICTION. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to limited review by courts. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted. The types of disputes and claims you and we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation (except as expressly provided herein as it relates to small claims proceeding and opt-out rights), to:

 

• claims arising out of, or relating to, any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;
• claims related to our UTC, the On-Site Services, the Installed-Sales EcoSystem™, our Privacy Policy, any services provided related to the Installed-Sales EcoSystem™ and any related services or products, including any billing or payment dispute or any advertising, marketing or representation related to the On-Site Service, the Installed-Sales EcoSystem™, our services, our Privacy Policy, claims that arose before these or any prior universal terms and conditions (including, but not limited to, claims relating to advertising);
• claims that are currently the subject of purported class action litigation in which you are not a member of a certified class;
• claims related to an alleged violation of your privacy, disclosure of personal information or alleged violation of any law or act related to the Installed-Sales EcoSystem™; and
• claims that may arise after the termination of our UTC and any written agreement between you and us.

 

The American Arbitration Association ("AAA") will arbitrate all disputes. This arbitration provision includes any claims against other persons or entities relating to On-Site Services or Supported Products provided or billed to you or used by you (such as our suppliers, distributors, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding. We each also agree that our UTC and any written agreement between you and us affects interstate commerce so that the Federal Arbitration Act and federal arbitration law apply (despite the choice of law provision(s)). THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THIS AGREEMENT AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS' FEES).

 

Claim Procedure. For all disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve your claim by sending a written description of your claim to the address provided in this Section. We each agree to negotiate in good faith. If the arbitration provisions apply to you and we do not resolve the claim through good faith negotiations, then either you or we may start arbitration proceedings. If you start arbitration proceedings, you must send us a letter requesting arbitration and describing your claim on a form Notice of Dispute ("Notice") to ISRD Systems, LLC, Attn: Legal Department, 121 Innovation Drive, Irvine, CA 92617 (the "Notice Address") to begin arbitration. You may download or copy a form Notice from www.CraftsmanRepublic.com/notice. The Notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought. If we start arbitration proceedings, we must send written Notice to you at the address you provide for the provision of the On-Site Services.

 

If you and we do not reach an agreement to resolve a claim or dispute within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding, using the AAA form found at https://www.adr.org/sites/default/files/Demand%20for%20Arbitration%20Consumer%20Arbitration%20Rules.pdf. After we receive the completed form at the Notice Address that you have commenced arbitration, we will promptly reimburse you for your payment of the filing fee, unless your claim is for more than $75,000. Currently, the filing fee for consumer-initiated arbitration is $200, but this is subject to change by AAA. If you establish that you are unable to pay this fee, we will pay it directly after receiving the completed form at the Notice Address. For claims less than $75,000, the AAA's Consumer Arbitration Rules in effect at the time the claim is made will apply as modified by our UTC. The Rules are available online at www.adr.org or by calling AAA at 1-800-778-7879.

 

For claims over $75,000, the AAA's Commercial Arbitration Rules will apply, as modified by our UTC and any written agreement between you and us. The Rules are available online at www.adr.org or by calling AAA at 1-800-778-7879. For claims that total more than $75,000, the payment of filing, administration and arbitrator fees will be governed by the AAA Commercial Arbitration Rules. If the amount in dispute exceeds $75,000 or either person or entity seeks any form of injunctive relief, either person or entity may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred twenty (120) days of the date of the appealing person or entity's notice of appeal. The decision of the three-arbitrator panel will be final and binding, subject to any right of judicial review that exists under the Federal Arbitration Act.

 

Class Action Waiver. YOU AND WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. The arbitrator may award injunctive relief only in favor of the individual person or entity seeking relief and only to the extent necessary to provide relief warranted by that individual's claim. You and we agree that each may bring claims against the other only in individual capacities and not as plaintiff or class members in any purported class or representative action or in the capacity as a private attorney general. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other consumers. NEITHER YOU, NOR ANY OTHER CUSTOMER, CAN BE A CLASS REPRESENTATIVE, CLASS MEMBER, OR OTHERWISE PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING WITHOUT HAVING COMPLIED WITH THE OPT OUT REQUIREMENTS BELOW. If a court or arbitrator determines in an action between you and us that this class action waiver is unenforceable, the arbitration agreement will be void as to you. If you choose to opt out of the arbitration provision in the manner specified below, this class action waiver provision will not apply to you.

 

Opt Out. Notwithstanding the above, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN THIRTY (30) DAYS FROM THE EARLIER OF: (1) THE DATE YOU USED THE INSTALLED SALES ECOSYSTEM™; (2) THE DATE YOU RECEIVED ON-SITE SERVICES; OR (3) THE DATE ON WHICH YOU AGREED TO THE AGREEMENT (THE "OPT OUT DEADLINE"). YOU MUST OPT OUT BY THE OPT OUT DEADLINE FOR EACH SUPPORTED PRODUCT, WORKORDER OR ON-SITE SERVICE. YOU MAY OPT OUT OF THESE ARBITRATION PROCEDURES BY COMPLETING THE OPT-OUT FORM LOCATED AT WWW.CRAFTSMANREPUBLIC.COM/OPTOUT. Any opt-out received after the Opt Out Deadline will not be valid and you must pursue your claim in arbitration or in small claims court.

 

JURY TRIAL WAIVER. If a claim proceeds in court rather than through arbitration, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

 

Any amendment, modification, revision or update of this Section will only affect claims, causes of action, rights and remedies that arise after such amendment, modification, revision or update, unless otherwise agreed by you and us. Any claim, cause of action, right or remedy that arose prior to such amendment, modification, revision or update will be governed by the terms of our UTC and other agreements between you and us then in effect.

 

17. Password Security

 

Any password we provide to you may be used only to access our website or other tools we provide to use the Installed-Sales EcoSystem™. You are solely responsible for maintaining the security of your password. You should not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with our UTC), and you are solely responsible for any use of or action taken under your password. If the security or functionality of your password is compromised, you must immediately change your password.

 

18. Relationship of Parties (Applicable to Manufacturers, Retailers, Distributors and Craftsmen)

 

You and we are independent contractors, and nothing in our UTC and any written agreement between you and us or any schedule, amendment, attachment or exhibit will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers, representations or obligations on our behalf. You will not make any statement that would contradict anything in our UTC. Nothing expressed or implied from our UTC and any written agreement between you and us is intended to or will be construed to give to any person or entity other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to our UTC and any written agreement between you and us. Our UTC and any written agreement between you and us is intended to be and is for the sole and exclusive benefit of you and us.

 

19. Term and Termination/Expiration/Survival

 

Unless otherwise provided for in our UTC or any written agreement between you and us, our UTC and any written agreement between you and us will remain in effect indefinitely. We may terminate our UTC and any written agreement between you and us with or without cause upon written notice to you. Certain sections of our UTC, including the Technician's, Retailer's, and Manufacturer's portions of Section 3 will survive termination, as will all sections in our UTC regarding payment(s) to us, our Intellectual Property and Confidential Information rights and your obligations to adhere to them, your indemnification obligations, the Dispute Resolution procedures and the limitations on our liability, irrespective of how numbered.

 

20. Notices

 

We may provide notice to you by posting it on our website, emailing it to the email address listed in your Profile with us, or mailing it to the street address listed in your Profile with us. Such notice will be found to have been received by you within twenty-four (24) hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, it will be found to have been received by you five (5) business days after it is sent. You may terminate your consent to receive required disclosures through electronic communications by contacting us as described in our UTC and any written agreement between you and us.

 

If you provide notice to us, then you may do so by certified mail or receipted delivery service, at:

 

ISRD Systems, LLC (dba Craftsman Republic)

121 Innovation Drive

Irvine, CA 92617

Attn: Legal Department

 

21. Governing Law and Venue

 

Our UTC and any written agreement between you and us are governed by the laws of the State of California, without giving effect to any choice or conflicts of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. Except for Consumer dispute resolution matters, and pursuant to Section 15, if any court action is necessary to enforce the terms and conditions of our UTC and any written agreement between you and us, you and we hereby agree that the Superior Court of California, County of Orange, is the sole jurisdiction and venue for the bringing of such action.

 

22. Force Majeure

 

Neither you nor we will be liable for any delay or failure to perform any of the obligations under our UTC and any written agreement between you and us where such delay or failure is caused by circumstances beyond such People Group's reasonable control which prevents such People Group from performing the obligations in question. The affected People Group(s) must promptly notify the other People Group(s) of the nature or failure and provide an estimate of the likely period of delay. The delivery timetable will then be amended accordingly.

 

23. General

 

If any provision(s) of our UTC or any written agreement between you and us is/are found to be invalid, illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced. Our UTC (together with any additional written agreement you may have with Us) make up the entire agreement between you and ISRD Systems, LLC and supersede and prior agreements. If our UTC expressly contradict a term of another written and signed agreement between you and us, then the term of the other written and signed agreement will govern. Remedies under our UTC and any written agreement between you and us are cumulative and not alternative. You may not assign or transfer any or your rights or obligations under our UTC without our prior written consent. These terms do not create any third-party beneficiary rights.  If we do not enforce a provision of our UTC, it will not be considered a waiver.

 

24. Contact Us

 

We welcome feedback. Please contact us at support@craftsmanrepublic.com.