A. ACCEPTANCE OF TERMS

PLEASE READ THE TERMS OF USE THOROUGHLY AND CAREFULLY. The terms and conditions set forth below (“Terms of Use”) constitute a legally-binding agreement between Choice Roof Contractor Group, LLC, an Ohio limited liability company (“Choice Roof Contractor Group”), and you. These Terms of Use contain provisions that define your limits, legal rights, and obligations with respect to your use of and participation in (i) the Choice Roof Contractor Group website, including the classified advertisements, various email functions and Internet links, and all content and Choice Roof Contractor Group services available through the domain and sub-domains of Choice Roof Contractor Group located at www.choiceroofcontractors.com (collectively referred to herein as the “Website”), and (ii) the online transactions between those users of the Website who are offering services (each, a “Service Professional”) and those users of the Website who are obtaining services (each, a “Service User”) through the Website (such services, collectively, the “Services”). The Terms of Use described below apply to all users of the Website, including users who are also contributors of video content, information, private and public messages, advertisements, and other materials or Services on the Website.

You acknowledge that the Website serves as a venue for the online distribution and publication of user-submitted information between Service Professionals and Service Users, and, by using, visiting, registering for, and/or otherwise participating in this Website, including the Services presented, promoted, and displayed on the Website, you hereby certify that: (1) you are either a Service Professional or a prospective Service User, (2) you have the authority to enter into these Terms of Use, (3) you authorize the transfer of payment for Services requested through the use of the Website, and (4) you agree to be bound by all terms and conditions of these Terms of Use and any other documents incorporated by reference herein. If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Website. If you do not agree to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in this Website immediately.

All references to “you” or “your,” as applicable, mean the person that accesses, uses, and/or participates in the Website in any manner. If you use the Website or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Terms of Use will be deemed an acceptance by that business and “you” and “your” herein shall refer to that business.

1. MODIFICATIONS TO TERMS OF USE AND/OR PRIVACY POLICY

   Choice Roof Contractor Group reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, and any other documents incorporated by reference herein, at any time. It is your responsibility to review the Terms of Use for any changes. Your use of the Website following any amendment of the Terms of Use will signify your assent to and acceptance of any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Website.

B. ACCESSIBILITY, ELIGIBILITY, AND USE

1. LICENSE TO ACCESS

   Choice Roof Contractor Group hereby grants you a non-exclusive, revocable license to use the Website as set forth in the Terms of Use; provided, however, that (i) you will not copy, distribute, or make derivative works of the Website in any medium without Choice Roof Contractor Group’s prior written consent; and (ii) you will otherwise act in accordance with the terms and conditions of the Terms of Use and in accordance with all applicable local, state, and federal laws, rules, regulations, and ordinances.

2. ELIGIBILITY CRITERIA

   Use of the Website is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge, and agree that you are at least 18 years of age, and that: (a) all registration information that you submit is truthful and accurate, (b) you will maintain the accuracy of such information, and (c) your use of the Website and Services offered through this Website do not violate any applicable law, rule, regulation, or ordinance.

   You acknowledge and agree that you shall comply with the following policies (the “Account Policies”):

   • You will not copy or distribute any part of the Website in any medium without Choice Roof Contractor Group’s prior written authorization.
   • You will provide accurate and complete information when creating your Account.
   • You will not use any automated system, including but not limited to, “robots,” “spiders,” “offline readers,” “scrapers,” etc., to access the Website for any purpose without Choice Roof Contractor Group’s prior written approval.
   • You will not in any manual or automated manner collect any information on or about any Service Professional or Service User, including but not limited to, names, addresses, phone numbers, or email addresses, copy copyrighted text, or otherwise misuse or misappropriate Website information or content, including but not limited to, use on a “mirrored,” competitive, or third party site.
   • You will not in any way transmit more request messages to the Choice Roof Contractor Group servers, or any server of a Choice Roof Contractor Group subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. Choice Roof Contractor Group reserves the right to revoke these exceptions either generally or in specific cases.
   • You will not recruit, solicit, or contact in any form any Service Professional or Service User for employment or contracting for a business not affiliated with Choice Roof Contractor Group without express written permission from Choice Roof Contractor Group.
   • You will not take any action that (i) unreasonably encumbers or, in Choice Roof Contractor Group’s sole discretion, may unreasonably encumber the Website’s infrastructure; (ii) interferes or attempts to interfere with the proper working of the Website or any third-party participation in the Website; or (iii) bypasses Choice Roof Contractor Group’s measures that are used to prevent or restrict access to the Website.
   • You will not collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Website, nor use the communication systems provided by the Website for any commercial solicitation purposes.

   If you do not meet, or are unable to comply with, any of the above-referenced eligibility criteria or Account Policies, please do not use the Website. Should Choice Roof Contractor Group find that you violated any terms of the eligibility criteria, Account Policies, or any other terms stated herein, Choice Roof Contractor Group reserves the right, at its sole discretion, to immediately terminate your use of the Website.

3. ADDITIONAL POLICIES

   Your access to, use of, and participation in the Website is subject to the Terms of Use and all applicable Choice Roof Contractor Group regulations, guidelines, and additional policies that Choice Roof Contractor Group may set forth from time to time, including without limitation, a copyright policy and any other restrictions or limitations that Choice Roof Contractor Group publishes on the Website (the “Additional Policies”). You hereby agree to comply with the Additional Policies and your obligations thereunder at all times. You hereby acknowledge and agree that if you fail to adhere to any of the terms and conditions or documents referenced herein, including the Account Policies, eligibility criteria or Additional Policies, Choice Roof Contractor Group, in its sole discretion, may terminate your Account at any time without prior notice to you. Additionally, you understand that Choice Roof Contractor Group’s Website is the sole reference point for understanding the Services we provide. You agree not to hold us liable for statements made by any person or entity, regardless of their level of association with Choice Roof Contractor Group. Furthermore, you understand and agree that Choice Roof Contractor Group is not required to tell you whether a Choice Roof Group Endorsed Member, Supported Contractor or non-member is being sent out. Choice Roof Contractor Group does not guarantee that the individual you interact with will disclose the relationship we have with the contractor that is connected to your project. If you wish to verify a person or company’s affiliation, please call our toll-free number at 800-670-5583 and request to speak to a director of Choice Roof Contractor Group. You agree not to hold Choice Roof Contractor Group or any of its owners, members, managers, operators, directors, officers, agents, subsidiaries, affiliates, employees, representatives, attorneys, and/or licensors responsible for making sure everyone using our logo or any of our Marks is an official member and even if an individual associated with us in anyway recognizes incorrect use of our logo, we are still not responsible for taking any action; it is your responsibility to check with a director of Choice Roof Contractor Group. Furthermore, you understand that a contractor or company supported by us may not be endorsed. Our platform helps individuals and businesses in the commercial roofing business, but only those who meet our requirements are considered Endorsed Members or Supported Contractors of Choice Roof Contractor Group and have full benefits with their level of membership. Also, contractors understand that a written membership agreement must be in place before any support or endorsement is delivered and that Choice Roof Contractor Group can revoke membership at any time. Lastly, any participation in Choice Roof Contractor Group includes the consent to the photographing, recording, or imaging of yourself and your voice and the use of these photographs, recordings, and/or images singularly or in conjunction with other photographs, recordings, and/or images for advertising, publicity, commercial, or other business purposes. You agree that you understand that the terms “photograph,” “recording,” and “image” as used herein encompasses all methods or photography, video, motion picture, recording, and any manner of capturing visual or sound data in any electronic or digital format. As part of this agreement, you release Choice Roof Contractor Group and any of its owners, directors, officers, members, managers, employees, agents, representatives, attorneys, and/or its associated or affiliated companies, their directors, officers, agents, employees, and customers, and appointed advertising agencies and their directors, officers, agents, and employees from all claims of every kind on account of such use.

C. WEBSITE RULES FOR SERVICE PROFESSIONALS

1. PROFILES AND OFFERS MUST NOT BE FRAUDULENT

   Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, service professionals shall not: (a) list Services or offers relating to any Service in a category that is inappropriate to the Service they are offering; (b) misrepresent the location at which they will provide a Service; (c) include brand names or other inappropriate keywords in their Profile, Offer, Want, Feedback, or any other title or description relating to a Service; (d) use misleading titles that do not accurately describe the Service; or (e) include any information in their Profile that is fraudulent.

2. PROFILES AND OFFERS CANNOT USE TECHNIQUES TO AVOID OR CIRCUMVENT OUR FEES

   Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Professionals shall not: (a) offer a catalog or a link to a third-party website from which Service Users or any Registered User or user of the Website may obtain any Service directly; (b) exceed multiple Posting limits; (c) post a single Service but offer additional identical services in the Service description; (d) charge fees for traveling further than desired to provide the Service; (e) offer the opportunity through Choice Roof Contractor Group to purchase the Service or any other service outside of the Choice Roof Contractor Group program; (f) use their Profile page or user name to promote services not offered on or through the Website and/or prohibited services.

3. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE PROFESSIONALS

   If a Service Professional violates any of the above-referenced rules, Choice Roof Contractor Group, in its sole discretion, may take any of the following actions individually or collectively: (a) cancel the Posting; (b) limit the Service Professional’s Account privileges; (c) suspend the Service Professional’s Account; and/or (d) cause the Service Professional to forfeit any fees earned on a canceled Posting.

D. RULES FOR SERVICE USERS

1. SERVICE USERS SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS:

   (a) commit to purchasing or using a Service without paying; (b) sign up for, negotiate a price for, use, or otherwise solicit a Service with no intention of following through with your use of or payment for the Service; (c) agree to purchase a Service when you do not meet the Service Professional’s terms as outlined in the Posting, or agree to purchase a Service with the intention of disrupting a Posting; or (d) misuse any options made available now or in the future by Choice Roof Contractor Group in connection with the use or purchase of any Service.

2. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE USERS

   If a Service User violates any of the above-referenced rules, Choice Roof Contractor Group, in its sole discretion, may take any of the following actions individually or collectively: (a) cancel the Posting; (b) limit the Service User’s Account privileges; and/or (c) suspend the Service User’s Account.

3. UNDERSTAND THE LIMITATIONS OF OUR SERVICE

   Before becoming an Endorsed Member or Supported Contractor, Service Professionals are required to meet specific membership criteria of Choice Roof Contractor Group, including training and an application process (checking references, on-line reviews, etc.). Although we take these actions to protect our reputation and Service Users, Choice Roof Contractor Group does not have any part in the actual service agreement between the Service User and Service Professional, all of whom are independent businesses separate and apart from Choice Roof Contractor Group. Furthermore, when a Service Professional is not available, we may connect you with a substitute contractor that does not undergo the same scrutiny, and it will be up to that substitute to explain what relationship he/she has with Choice Roof Contractor Group. Please also review the “Disclaimer of Warranties” and “Limitations of Liability” sections below.

E. USE OF SUBMITTED CONTENT

1. NO CONFIDENTIALITY

   The Website may now or in the future permit the submission of videos or other communications submitted by you and other users, including without limitation, your Profile, your Offer, your Wants, any Feedback, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that whether or not such Submitted Content is published, Choice Roof Contractor Group does not guarantee any confidentiality with respect to any Submitted Content.

   You agree that any Submitted Content you provide which you authorize to be searchable by Registered Users who have access to the Website is provided on a non-proprietary and non-confidential basis. You also agree that Choice Roof Contractor Group shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services.

2. YOUR REPRESENTATIONS AND WARRANTIES

   You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing it. In connection with Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Choice Roof Contractor Group to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use. You agree to pay all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the Website.

3. YOUR OWNERSHIP RIGHTS AND LICENSE TO CHOICE ROOF CONTRACTOR GROUP

   You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to Choice Roof Contractor Group for posting on the Website, you hereby grant, and you represent and warrant that you have the right to grant, to Choice Roof Contractor Group a perpetual, worldwide, non-exclusive, royalty-free, sub-licenseable, and transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the Website and Choice Roof Contractor Group’s (and its successor’s) business operations, including without limitation, for the promotion and redistribution of any part or all of the Website, and any derivative works thereof, in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your Submitted Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display, and perform such Submitted Content as permitted through the functionality of the Website and under these Terms of Use. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Website.

   You acknowledge and understand that the technical processing and transmission of the Website, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

   You may remove your Submitted Content from the Website at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire.

4. CHOICE ROOF CONTRACTOR GROUP’S DISCLAIMERS AND RIGHT TO REMOVE

   • Choice Roof Contractor Group does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and Choice Roof Contractor Group expressly disclaims any and all liability in connection with all Submitted Content. To the best of its ability, Choice Roof Contractor Group does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Choice Roof Contractor Group will remove any Data (as defined below) or Submitted Content if properly notified, pursuant to the “take down” notification procedure described in Section J below, that such Posting or Submitted Content infringes on another’s intellectual property rights. Choice Roof Contractor Group reserves the right to remove any Data or Submitted Content without prior notice. Choice Roof Contractor Group will also terminate a user’s access to the Website, if he or she is determined to be a repeat infringer. A repeat infringer is a Website user who has been notified of infringing activity more than twice and/or has had Submitted Content removed from the Website more than twice. Choice Roof Contractor Group also reserves the right, in its sole and absolute discretion, to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene, inappropriate, or defamatory material, or excessive length. Choice Roof Contractor Group may remove such Submitted Content and/or terminate a user’s access for uploading such material in violation of these Terms of Use at any time, without prior notice and in its sole discretion.
   • You acknowledge and understand that when using the Website, you will be exposed to Submitted Content from a variety of sources, and that Choice Roof Contractor Group is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content. You further acknowledge and understand that you may be exposed to Submitted Content that is inaccurate, offensive, indecent, objectionable, or illegal, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Choice Roof Contractor Group or any of its owners, members, managers, operators, directors, officers, agents, subsidiaries, affiliates, employees, representatives, attorneys, and/or licensors with respect thereto, and agree to indemnify and hold Choice Roof Contractor Group, its owners, members, managers, operators, directors, officers, agents, subsidiaries, affiliates, employees, representatives, attorneys, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.
   • You are solely responsible for the photos, images, audio, video, profiles, and other content, including, without limitation, Submitted Content, that you publish or display on or through the Website, or transmit to other Website users. You understand and agree that Choice Roof Contractor Group may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Agreement or which might be inaccurate, offensive, indecent, objectionable, or illegal, or that might violate the rights of Website users or others, or cause or threaten harm to or the safety of Website users or others.

5. SUGGESTIONS

   If you send or transmit any communication, comment, question, suggestion, or related material to Choice Roof Contractor Group, whether by letter, email, telephone, or otherwise (collectively, “Suggestions”), suggesting or recommending changes to the Website, including, without limitation, new features or functionality relating thereto, all such Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in and to, and Choice Roof Contractor Group is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and/or selling, directly or indirectly, products and services using such Suggestions. You understand and agree that Choice Roof Contractor Group is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, techniques, or other intellectual property contained in the Suggestions, and you have no right to compel such use, display, reproduction, or distribution.

F. MODIFICATIONS TO OR TERMINATION OF WEBSITE

1. MODIFICATION OR CESSATION OF WEBSITE

   Choice Roof Contractor Group reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that Choice Roof Contractor Group shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or Choice Roof Contractor Group Services.

2. TERMINATION BY CHOICE ROOF CONTRACTOR GROUP

   You hereby acknowledge and agree that Choice Roof Contractor Group, in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Website or otherwise terminate your access to or participation in the use of the Website (or any part thereof), or remove and discard any Submitted Content on the Website (“Termination of Service”), immediately and without notice, for any reason, including without limitation, Account inactivity or if Choice Roof Contractor Group believes or has reason to believe that you have violated any provision of the Terms of Use.

3. TERMINATION BY YOU

   You may cancel your use of the Website and/or terminate the Terms of Use with or without cause at any time by following the link in your Account under “Account Preferences” to “Deactivate Account.”

4. EFFECT OF TERMINATION

   Upon termination of your Account, your right to participate in the Website, including, but not limited to, your right to offer or purchase Services and your right to receive any fees or compensation, including, without limitation, referral discounts, incentive bonuses, or other special offer rewards, shall automatically terminate. You acknowledge and agree that your right to receive any fees or compensation hereunder is conditional upon your proper use of the Website, your adherence to the Terms of Use, the continuous activation of your Account, and your permitted participation in the Website. In the event of Termination of Service, your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual data may remain in the Choice Roof Contractor Group system which may not be deleted or returned to you.

   Upon Termination of Service, all licenses granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of Choice Roof Contractor Group Data, Marks, and other content in your possession or control. You further acknowledge and agree that Choice Roof Contractor Group shall not be liable to you or any third party for any termination of your access to the Website. Upon Termination of Service, Choice Roof Contractor Group retains the right to use any data collected from your use of the Website for internal analysis and archival purposes, and all related licenses you have granted to Choice Roof Contractor Group hereunder shall remain in effect for the foregoing purpose. In no event is Choice Roof Contractor Group obligated to return any Submitted Content to you.

   You agree to indemnify and hold Choice Roof Contractor Group, and its owners, officers, managers, members, affiliates, successor, subsidiaries, assigns, operators, directors, agents, Service Professionals, suppliers, representatives, attorneys, licensors, and/or employees harmless from any claim, demand, loss, cost, and/or expense, including reasonable attorneys’ fees and court costs, arising from or relating to the modification or termination of the Website or any action related thereto.

G. EMAIL TRANSMISSION DISCLAIMERS

1. NEGLIGENT MISSTATEMENT

   Choice Roof Contractor Group accepts no liability for the content of this email, or for the consequences of any actions taken on the basis of the information provided, unless that information is subsequently confirmed in writing. If you are not the intended recipient you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited.

2. EMPLOYER’S LIABILITY

   Any views or opinions presented in emails are solely those of the author and do not necessarily represent those of Choice Roof Contractor Group. Employees and subcontractors of the company are expressly required not to make defamatory statements and not to infringe or authorize any infringement of copyright or any other legal right by email communications. Any such communication is contrary to company policy and outside the scope of the employment of the individual concerned. The company will not accept any liability in respect of such communication, and the employee responsible will be personally liable for any damages or other liability arising.

H. INTELLECTUAL PROPERTY RIGHTS

1. CHOICE ROOF CONTRACTOR GROUP OWNS OR HOLDS THE LICENSES TO ALL DATA AND MARKS ON THE WEBSITE

   All content on the Website (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like (“Data”) and the trademarks, service marks, trade dress, and logos contained therein (“Marks”), are owned by Choice Roof Contractor Group, subject to copyright, trademark, and other intellectual property rights under United States and foreign laws and international treaties and conventions. Other trademarks, service marks, names, and logos on the Website are the property of their respective owners.

   Data on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Choice Roof Contractor Group reserves all rights not expressly granted in and to the Website and the Data. You agree not to use, copy, distribute, reproduce, transmit, broadcast, display, sell, license, or otherwise exploit any of the Data other than as expressly permitted herein, including any use, copying, distribution reproduction, transmission, broadcast, display, sale, licensing, or other exploitation of Submitted Content obtained through the Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright, trademark, and other proprietary notices contained thereon. You agree not to circumvent, disable, or otherwise interfere with security features of the Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Website or the Data therein.

2. CHOICE ROOF CONTRACTOR GROUP’S LICENSE TO YOU FOR THE USE OF DATA AND MARKS

   The Website contains Choice Roof Contractor Group’s Data and Marks, which are, or may become, protected by copyright, trademark, patent, trade secret, and other laws, and Choice Roof Contractor Group owns and retains all rights in the Choice Roof Contractor Group Data and Marks. Subject to these Terms of Use, Choice Roof Contractor Group hereby grants you a limited, revocable, nontransferable, non-sublicensable license to reproduce and display the Choice Roof Contractor Group Data (excluding any software source code) solely for your personal use in connection with accessing and participating in the Website.

   The Website may also contain Data of other users or licensors, which you shall not copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell, license, or otherwise exploit.

   Choice Roof Contractor Group may authorize you to use an “Embeddable Player” feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Website; provided, however, that you provide a link back to the Website on any pages that contain the Embeddable Player. Choice Roof Contractor Group reserves the right to discontinue any aspect of the Website at any time.

I. NEGOTIATION OF TERMS OF SERVICE

1. NEGOTIATION WORKSHEET AND CONTRACT TEMPLATE

   As a courtesy to Registered Users, to facilitate the negotiation and confirmation of an agreement for Service between a Service Professional and its customer, Choice Roof Contractor Group provides a general framework for negotiating the terms of Service (e.g., rate) (“Negotiation Worksheet”) and for a written contract for Services (“Agreement for Service”). Registered Users acknowledge and agree that (i) they are solely responsible for addressing all issues that exist now or may arise in the future in connection with the applicable Service; and (ii) it is solely up to such Registered Users, if they so desire, to enter into a signed, written contract with their customer, that addresses all of the issues they deem relevant and which may or may not contain all items memorialized in the Negotiation Worksheet and/or Agreement for Service.

   You should not rely on the any information or resources contained on the Website, including, without limitation, the Negotiation Worksheet or Agreement for Service, as a replacement or substitute for any professional, financial, legal, or other advice or counsel. Choice Roof Contractor Group makes no representations and warranties, and expressly disclaims any and all liability, concerning actions taken by a user following the use of information resources offered or provided on or through the Website, including, without limitation, the Negotiation Worksheet or Agreement for Service. In no way will Choice Roof Contractor Group be responsible for any actions taken or not taken based on the information or resources provided on this Website. If you have a situation that requires professional advice, you should consult a qualified professional. Do not disregard, avoid, or delay obtaining professional advice from a qualified person because of information or resources that are provided on this Website, however provided.

2. CHOICE ROOF CONTRACTOR GROUP IS NOT A PARTY TO ANY SERVICE CONTRACT

   Each Registered User hereby acknowledges and agrees that Choice Roof Contractor Group is NOT a party to any oral or written Agreement for Service, Negotiation Worksheet, or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Website.

3. NO AGENCY OR PARTNERSHIP

   No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use or your use of any part of the Website, including without limitation, the Negotiation Worksheet or Agreement for Service. You do not have any authority whatsoever to bind Choice Roof Contractor Group in any respect. All Service Professionals are independent contractors not under the actual or implied direction or control of Choice Roof Contractor Group. Neither Choice Roof Contractor Group nor any users of the Website may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.

4. LIFETIME SERVICE GUARANTEE

   The “Lifetime Service Guarantee” assures all customers of lifetime access to a qualified contractor who will be available to assess and evaluate all their roof conditions and problems relating to a project completed under the brand “Choice Contractor Group”, and provide service as needed under a separate agreement. The “Lifetime Service Guarantee” is not an unlimited guarantee of lifetime service work free of charge. To obtain benefits under the “Lifetime Service Guarantee” the customer must first be in compliance with all terms, conditions, and requirements of all manufacturer’s factory, material, and product warranties. To make a claim under the “Lifetime Service Guarantee” the customer must call Choice Roof Contractor Group at 800-670-5583 or visit the following website: https://www.choicecontractorgroup.com/.

J. DISPUTE RESOLUTION; GOVERNING LAW

If a dispute arises between you and Choice Roof Contractor Group, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Choice Roof Contractor Group hereby agree that we will resolve any claim or controversy at law or equity that arises out of the Terms of Use or the Website in accordance with this Section I or as we and you otherwise agree in writing. Before resorting to the filing of a formal lawsuit, we strongly encourage you to first contact us directly to seek a resolution via e-mail at info@choiceroofgroup.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

The Terms of Use shall be governed in all respects by the laws of the State of Ohio, without reference to its conflict of law provisions. Any disputes between you and Choice Roof Contractor Group shall be decided solely by the courts and/or tribunals located in Mansfield, Richland County, Ohio, except as otherwise agreed by the parties. You agree that will not commence any action, at law or in equity, for any matter or assert any claims relating to or arising from any dealings between the parties, in any courts other than those located in the County of Richland, Ohio, or a United States District Court covering Mansfield, Ohio. You consent to the jurisdiction of the state courts located in Richland County, Ohio, or federal court covering that area, for the litigation of any claims that exist or arise between them. Further, you agree that Richland County, Ohio shall be the sole venue for any litigation between them.

K. ADVERTISEMENTS

Aspects of the Website and other Choice Roof Contractor Group services may be supported by advertising revenue. As such, Choice Roof Contractor Group may display advertisements and promotions on the Website. The manner, mode, number, and extent of advertising by Choice Roof Contractor Group on the Website are subject to change and the appearance of advertisements on the Website does not necessarily imply endorsement by Choice Roof Contractor Group of any advertised products or services. You agree that Choice Roof Contractor Group shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers or advertisements on the Website, all of which are at Choice Roof Contractor Group’s sole and absolute discretion.

L. THIRD-PARTY LINKS, CONTACT FORMS, AND PHONE NUMBERS

The Website may provide, or third parties may provide, links, contact forms, and/or phone numbers to other websites or resources, including, without limitation, social networking, blogging, and similar websites through which you are able to log into the Website using your existing account and log-in credentials for such third-party websites. Certain areas of the Website may allow you to interact and/or conduct transactions with such third-party sites, and, if applicable, allow you to configure your privacy settings in your third-party site account to permit your activities on the Website to be shared with your contacts in your third-party site account. Because Choice Roof Contractor Group has no control over such sites and resources, you acknowledge and agree that Choice Roof Contractor Group is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, advertising, products, goods, or services on or available from such websites or resources, or in the mode or manner of which those other sites are operated. Unless expressly stated on the Website, links to third-party sites should in no way be considered as or interpreted to be Choice Roof Contractor Group’s endorsement of such third-party sites or any product or service offered through them. You further acknowledge and agree that Choice Roof Contractor Group shall not be responsible or liable, directly or indirectly, for any damage, loss, cost, or expense caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, product, goods, or services available on or through any such website or resource, or the linking to or use of the third-party site in any manner. The Third-party website may have different privacy policies and terms and conditions and business practices than Choice Roof Contractor Group, all of which you use and access at your own sole risk. In certain situations, you may be transferred to a Third-party website through a link or connected to a Third-party resource by a contact form or phone but it may appear that you are still on this Website or transacting with Choice Roof Contractor Group. In these situations, you acknowledge and agree that the Third-party website terms and conditions and privacy policy apply in this situation. Your dealings and communications through the Website with any party other than Choice Roof Contractor Group are solely between you and such third party. Any complaints, concerns, or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party.

M. DISCLAIMER OF WARRANTIES AND COMPENSATION

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CHOICE ROOF CONTRACTOR GROUP AND ITS OWNERS, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, REPRESENTATIVES, ATTORNEYS,AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, ANY DATA, MATERIALS, SUBMITTED CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, DATA, AND SUBMITTED CONTENT OF OTHER USERS OF THIS SITE OR OTHER THIRD PARTIES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, DATA, MATERIALS, SUBMITTED CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WHEREIS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CHOICE ROOF CONTRACTOR GROUP DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE, OR SUBMITTED CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, ANY DEFAMATORY, OFFENSIVE, INAPPROPRIATE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS, COST, OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE, OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, DISPLAYED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. CHOICE ROOF CONTRACTOR GROUP DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. CHOICE ROOF CONTRACTOR GROUP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING THIRD PARTY SERVICE PROFESSIONALS OF PRODUCTS OR SERVICES. PLEASE NOTE THAT CHOICE ROOF CONTRACTOR GROUP AND/OR ITS OWNERS, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, REPRESENTATIVES, ATTORNEYS,AND/OR AGENTS MAY BE PROVIDED WITH A COMMISSION ON PRODUCT, EQUIPMENT, AND/OR SERVICE SALES, SO RELY ON YOUR OWN INDEPENDENT RESEARCH TO DETERMINE IF THE PRODUCTS, EQUIPMENT, AND/OR SERVICES OFFERED BY CHOICE ROOF CONTRACTOR GROUP OR THE COMPANIES MENTIONED ON THIS WEBSITE ARE THE BEST CHOICE FOR YOUR ENDEAVORS. AS WITH THE USE OF ANY PRODUCT, EQUIPMENT, OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

N. LIMITATIONS OF LIABILITY

1. IN NO EVENT SHALL CHOICE ROOF CONTRACTOR GROUP, OR ITS RESPECTIVE OWNERS, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, ATTORNEYS, REPRESENTATIVES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER RESULTING FROM ANY (I) ACCESS TO OR USE OF THE WEBSITE OR ANY SERVICES OFFERED BY ANY SERVICE PROFESSIONALS VIA THE WEBSITE, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE WEBSITE, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA THE WEBSITE IS IN EFFECT; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, MARKS, CONTENT, INFORMATION, MATERIALS, OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS, OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION FOR A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE, OR ANY OTHER DISPUTE THAT ARISES BETWEEN USERS OF THE WEBSITE; (VIII) ANY DEFAMATORY, OFFENSIVE, INAPPROPRIATE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; (IX) INCORRECT OR OUTDATED INFORMATION (ALTHOUGH WE DO OUR BEST TO ENSURE ONLY TIMELY AND ACCURATE INFORMATION IS POSTED, IT IS YOUR RESPONSIBILITY TO INDEPENDENTLY VERIFY ALL STATEMENTS BEFORE TAKING ANY ACTION); OR (X) ANY USE OF ANY DATA, MARKS, CONTENT, INFORMATION, MATERIALS, OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, DISPLAYED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHOICE ROOF CONTRACTOR GROUP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
2. IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF CHOICE ROOF CONTRACTOR GROUP, OR ANY OF THE ABOVE-REFERENCED RESPECTIVE PARTIES, ARISING FROM OR RELATING TO THE WEBSITE, AND/OR SUBMITTED CONTENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO CHOICE ROOF CONTRACTOR GROUP BY YOU HEREUNDER.
3. YOU HEREBY ACKNOWLEDGE AND AGREE THAT CHOICE ROOF CONTRACTOR GROUP SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, INAPPROPRIATE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT CHOICE ROOF CONTRACTOR GROUP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN WEBSITE USERS ENTERED INTO INDEPENDENTLY OF THE WEBSITE.
4. THE WEBSITE MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES THAT ARE NOT OWNED OR CONTROLLED BY CHOICE ROOF CONTRACTOR GROUP. CHOICE ROOF CONTRACTOR GROUP DOES NOT HAVE ANY CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY WEBSITES. IN ADDITION, CHOICE ROOF CONTRACTOR GROUP WILL NOT AND CANNOT CENSOR OR EDIT THE CONTENT OF ANY THIRD-PARTY SITE. BY USING THE WEBSITE, YOU EXPRESSLY RELIEVE CHOICE ROOF CONTRACTOR GROUP FROM ANY AND ALL LIABILITY OR CONSEQUENCE ARISING FROM YOUR USE OF ANY THIRD PARTY WEBSITE. ACCORDINGLY, PLEASE BE ADVISED TO READ THE TERMS AND CONDITIONS AND PRIVACY POLICY OF EACH THIRD-PARTY WEBSITE THAT YOU VISIT, INCLUDING THOSE DIRECTED BY THE LINKS CONTAINED ON THE WEBSITE.
5. FORCE MAJEURE: NEITHER CHOICE ROOF CONTRACTOR GROUP NOR YOU SHALL BE LIABLE TO THE OTHER FOR ANY DELAY OR FAILURE IN PERFORMANCE UNDER THE TERMS OF USE, OTHER THAN PAYMENT OBLIGATIONS, ARISING OUT OF A CAUSE BEYOND ITS CONTROL AND WITHOUT ITS FAULT OR NEGLIGENCE. SUCH CAUSES MAY INCLUDE, BUT ARE NOT LIMITED TO FIRES, FLOODS, EARTHQUAKES, STRIKES, UNAVAILABILITY OF NECESSARY UTILITIES, BLACKOUTS, ACTS OF GOD, ACTS OF DECLARED OR UNDECLARED WAR, ACTS OF REGULATORY AGENCIES, OR NATIONAL DISASTERS.

O. INDEMNIFICATION AND RELEASE

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CHOICE ROOF CONTRACTOR GROUP, AND ITS OWNERS, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, ATTORNEYS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, DEBTS, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN THE WEBSITE; YOUR VIOLATION OF ANY PROVISION OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, TRADEMARK, SERVICE MARK, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF USE AND YOUR USE OF THE WEBSITE AND WILL SURVIVE THE TERMINATION OF THE WEBSITE OR YOUR USE OF THE WEBSITE.

IF YOU HAVE A DISPUTE WITH ONE OR MORE WEBSITE USERS, YOU FOREVER RELEASE CHOICE ROOF CONTRACTOR GROUP (AND ITS OWNERS, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AGENTS, SUBSIDIARIES, ATTORNEYS, AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DEMANDS, DAMAGES, LOSSES, COSTS, AND/OR EXPENSES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE AND/OR ANY SUBMITTED CONTENT.

THE TERMS OF USE, AND ANY RIGHTS AND LICENSES GRANTED HEREUNDER, MAY NOT BE TRANSFERRED OR ASSIGNED BY YOU, BUT MAY BE ASSIGNED BY CHOICE ROOF CONTRACTOR GROUP WITHOUT RESTRICTION.

1. If you are a California resident, you waive California Civil Code Section 1542, which provides the following:
   • A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
2. If you are not a California resident, you waive your rights under any statute similar to California Civil Code section 1542 that governs your rights in the jurisdiction of your residence.

P. NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

Q. NOTICE

You agree that Choice Roof Contractor Group may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, or postings on the Website.

R. GENERAL INFORMATION

1. ENTIRE TERMS OF USE

   The Terms of Use, together with the Privacy Policy and any other legal notices or Additional Policies published by Choice Roof Contractor Group on the Website, shall constitute the entire agreement between you and Choice Roof Contractor Group concerning the Website. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

   No waiver of any provision of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Choice Roof Contractor Group’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

2. STATUTE OF LIMITATIONS

   You agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

3. SECTION HEADINGS

   The section headings in the Terms of Use are for convenience only and have no legal or contractual effect.

S. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ENDORSED MEMBERS AND SUPPORTED CONTRACTORS

1. “Endorsed Member” means each person or entity designated as an Endorsed Member by Choice Roof Contractor Group and which is a party to a written Group Membership Agreement with Choice Roof Contractor Group.
2. “Supported Contractor” means each person or entity designated as a Supported Contractor by Choice Roof Contractor Group and which is a party to a written Supported Contractor Agreement with Choice Roof Contractor Group.
3. “Member” means both Endorsed Members and Supported Contractors.
4. “CRC” means Choice Roof Contractor Group.
5. Description of the Choice Roof Contractor Group Basic Member Services.
   A Member shall be entitled to the benefits available to Endorsed Members or Supported Contractors once officially accepted into the network in writing and after successfully completing Conklin Roof Systems Training. Acceptance in CRC’s network with endorsement requires Endorsed Members to maintain a good reputation, meet one of the admins personally, have commercial roofing experience, and professionally market themselves to reflect CRC’s high quality standards.
   • Each Endorsed Member is further entitled to receive the benefits listed below:
     1. Approval to use the Choice Roof Contractor Endorsed Member logo for the purposes of increasing credibility.
     2. Featured on New Interactive Map for Contractor and Roof Leads.
     3. Free leads from the ChoiceRoofContractors.com website when using Conklin products. When not using Conklin products for any reason to service a lead (example: no compatible product is available), the Member will pay a marketing fee to CRC as a percentage of the gross amount of all services to be provided by the Member on the following scale: 5% for $1 to $14,999; 4% for $15,000 to $24,999; 3% for $25,000 to $99,999; 2% for $100,000 to $249,999; 1.5% for anything beyond $250,000.
     4. Assistance from experienced commercial roof contractors.
     5. Permission to offer prospects lifetime support(“Lifetime Service Guarantee”)from CRC’s nationwide group of trained roof contractors when using Conklin products, according to the terms and conditions of the Lifetime Service Guarantee then in effect.
   • Each Supported Contractor is further entitled to receive the benefits listed below:
     1. Approval to use the Choice Roof Contractor Supported Contractor logo for the purposes of increasing credibility.
     2. Assistance from experienced commercial roof contractors.
     3. Permission to offer prospects lifetime support (“Lifetime Service Guarantee”), according to the terms and conditions of the Lifetime Service Guarantee then in effect, IF the work is performed under the Choice Contractor Group brand.
6. Grant of License; Use of Marks; Marketing and Publicity.
   • CRC Marks. CRC hereby grants to the Member, during the Term, a limited, revocable, non-exclusive, nontransferable, non sub-licensable license to use any trademark, service mark, trade name, trade dress, or simulation thereof provided to the Member by CRC (the “CRC Marks”) in order to promote the Services as described in this Agreement.
   • The Member’s Marks. The Member hereby grants to CRC, during the Term, a limited, revocable, non-exclusive, non-transferable, non sub-licensable license to use any trademark, service mark, trade name, trade dress, or simulation thereof provided to CRC by the Member (the “Member’s Marks”) solely to promote roofing services to current or prospective customers or group membership to contractors.
   • Before using any of the CRC Marks and before publication, distribution, display, or other use of any advertising, marketing, or promotional materials (“Promotional Materials”) using any of the CRC Marks or referring to any of the Services, the Member will submit such Promotional Materials and examples of the proposed use of the CRC Marks to CRC for its review and approval, and the Member will not use any Promotional Materials or CRC Marks without CRC’s prior written approval. The Member acknowledges that all Promotional Materials and usage of any CRC Marks must be consistent with the high-quality image, reputation, and standards of CRC and the Services.
7. Confidentiality. In connection with the Services and membership in the Group, the Member will have access to confidential information including but not limited to trade secrets, data, business plans, customer information, marketing information, business and marketing plans, strategies, pricing, quoting, sales or marketing methods, techniques and processes, product data and specifications, manufacturing data and specifications, application methods and specifications, past or current customers or clients, prospective customers or clients (including, without limitation, the names, addresses, telephone numbers, contact names, purchasing history, property information of such past or current customers or clients or prospective customers or clients), customer/client lists, identity of vendors and suppliers, compilations of data or information, records, specifications, programs, finances, costs, development plans, computer programs, computer systems, know how or confidences, and financial matters which are made available by CRC and/or Conklin and any information, document, and knowledge which CRC does not actively make known to the public (as stored in paper and/or electronic formats or otherwise) (collectively, “Confidential Information”) and which the Member shall protect in the same manner as it protects its own confidential information of like kind. The Member will only use the Confidential Information to exercise its rights or carry out its obligations under this Agreement and will protect the Confidential Information by using the same degree of care as it uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure, or dissemination, but no less than a reasonable degree of care. The Member will restrict access to Confidential Information to only its employees or contractors who require such access in the course of their assigned duties. In the event that any Confidential Information is required to be disclosed pursuant to an order of a court of competent jurisdiction, the Member will give CRC immediate notice thereof and will use reasonable efforts to obtain a protective order prohibiting further disclosure of the Confidential Information or to cooperate with CRC in seeking to obtain a protective order. The Member expressly agrees that the terms and conditions of this Agreement shall be considered Confidential Information and shall not be disclosed without CRC’s written consent.
8. Representations and Warranties.
   • The Member represents and warrants that all its roofing services will be provided in a professional manner in accordance with customary practice in the roofing industry and will substantially conform to any written specifications provided herein.
   • By entering into a Group Membership Agreement or Supported Contractor Agreement with CRC, the Member further represents and warrants that it has the full power and authority to enter into and perform such Agreement; that the execution, delivery, and performance of such Agreement has been duly authorized and constitutes a valid and binding agreement; and that the execution, delivery, and performance of such Agreement will not result in the breach of, or constitute a default under, or violate any provision of, any agreement or other instrument to which the Member is a party.
9. Liability; Release.
   • Disclaimer of Liability. CRC shall have no liability in regard to any services provided, or to be provided, by any Member or non-affiliated third-party sponsor, affiliate, or vendor (collectively “Vendor”). All Vendors are independent contractors or business owners and not employees, partners, or joint venture partners with CRC. CRC shall have no liability in regard to any services provided, or to be provided, by any Vendor. The Member agrees that claims with regard to services provided shall be made against the Vendor providing or performing such services and not CRC. Although CRC, upon request by the Member, will endeavor to intervene in conjunction with a Member experiencing a problem or discrepancy with a Vendor, in the event any product or service purchased by a Member is canceled, modified, defective, or otherwise unsatisfactory to the Member, the Member will look solely to the provider, seller, merchant, or manufacturer of the product or service for any repair, exchange, refund, or satisfaction of any claim.
   • Limitation of Liability. CRC shall not be liable for any damages, losses, costs, and/or expenses to any member or third party and/or for any lost profits, consequential, special, or incidental damages to the Member or any third party, arising out of or in connection with the Member’s performance of its obligations hereunder, even if CRC has been advised of the possibility of such damages.
   • General Release. The Member, for itself and on behalf of any person or entity who uses the benefits or services available through CRC (“Membership Beneficiary”), hereby forever releases, acquits, and discharges CRC and CRC’s committees, owner(s), directors, officers, managers, members, employees, volunteers, independent contractors, affiliates, subsidiaries, agents, and attorneys from any and all actual or potential losses, costs, expenses, liabilities, obligations, claims, demands, suits, actions, and causes of action that such Member or such Member’s legal representatives may have or may claim to have by reason of any monetary damage, bodily injury, property damage, or personal injury sustained as a result of or during the use of any and all benefits or services available through CRC. The sole recourse available to a Member, Membership Beneficiary, or their legal representatives shall be the cancellation of the Membership.
10. Indemnification and Insurance.
    • Indemnification. The Member agrees to defend (from the inception of any claim, suit, or demand), indemnify, and hold harmless CRC and its committees, directors, officers, owners, managers, members, agents, affiliates, subsidiaries, distributors, representatives, employees, volunteers, representatives, and attorneys from any and all claims, suits, demands, liabilities, obligations, losses, costs, and expenses, including reasonable attorney fees, that CRC may suffer, sustain, or become subject to, in connection with, incident to, resulting from, or arising out of or in any way relating to or arising out of or as a result of (i) the Member’s negligence, gross negligence, or willful misconduct in the performance of its duties and obligations hereunder, (ii) the Member’s negligence, gross negligence, or willful misconduct in the performance of any roofing services for any customer, (iii) any misrepresentation made by the Member or any of its employees, contractors, or agents and/or any false, deceptive, or misleading statement or action to any other person or in connection with any roofing services provided or to be provided, (iv) any bodily injury, property damage, or personal or advertising injury to any other person or entity, (v) infringement of a third party’s intellectual property rights by the Member, or its products and services (vi) the Member’s material breach of any duty, representation, or warranty under this Agreement, or (vii) any violation of applicable law by the Member (all referred to as “the Indemnified Claims”).
    • In the event that CRC is made a defendant or party to any action or proceeding, judicial or administrative, instituted by any third party for any claim, suit, liability, cost, or expense which is an Indemnified Claim (any such third party action or proceeding being referred to as a “Third Party Claim”), CRC shall give the Member prompt written notice thereof. The failure to give such notice shall not affect CRC’s ability to seek indemnification. The Member shall contest and defend such Third Party Claim through counsel of its choice. Notice of the intention to so contest and defend shall be given by the Member to CRC within twenty (20) days after CRC gives notice of such Third Party claim (but in all events, at least five (5) business days prior to the date that an answer to such a Third Party Claim is due to be filed, if applicable) CRC shall be entitled at any time, at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its own choosing. If CRC elects to participate in such defense, CRC will cooperate with the Member in the conduct of such defense, and the Member will cooperate with CRC. The Member may not concede, settle, or compromise any Third Party Claim without the written consent of CRC (which consent will not be unreasonably withheld, conditioned, or delayed) unless (i) there is no finding or admission of any violation of applicable law against CRC and (ii) the sole relief provided is monetary damages that are paid in full by the Member.
    • Insurance. The Member shall procure and maintain at its sole expense throughout the Term of this Agreement, the following minimum levels of insurance coverage:
      1. Commercial General Liability Insurance: including Broad Form Property Damage and Personal Injury with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) general aggregate, plus Products-Completed Operations coverage with the same limits. The policy shall be endorsed to provide that the aggregate limits shall apply “per project.”
      2. Worker’s Compensation (outside Ohio) with Alternate Employer Endorsement and including Five Hundred Thousand Dollars ($500,000) Employers Liability Coverage.
      3. Excess Liability Insurance coverage in an amount of not less than One Million Dollars ($1,000,000) per occurrence.
      4. Professional Liability coverage in the amount of One Million Dollars ($1,000,000) per claim.

      With respect to Commercial General Liability, Excess Liability, and Professional Liability, CRC shall be named as an additional insured under an ISO CG 2010 11-85 or equivalent endorsement. Insurance coverages shall be written with a company or companies having an AM Best rating of at least “A-” with a financial size classification of at least “VI” as determined by the most recently published Best’s Key Rating Guide. Evidence of the required coverages shall be provided in the form of an acceptable certificate of insurance to CRC.

11. Miscellaneous.
    • Relationship of the Parties. The Member is an independent business owner and not an agent, employee, partner, or representative of CRC. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between CRC and the Member. The Member does not have the authority to bind CRC except to the extent approved in writing by CRC.
    • Disclaimer of Warranties. Except as expressly set forth in the Agreement, CRC hereby specifically disclaims any representations or warranties, express or implied, regarding the Services, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance. CRC is not a merchant, manufacturer, or direct provider of any products from Conklin or any other manufacturer.ACCORDINGLY, ALL PRODUCTS, SERVICES, ADVICE, MERCHANDISE, AND INFORMATIONAVAILABLE TO MEMBERSARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSOR IMPLIED, INCLUDING BUT NOTLIMITED TO, WARRANTIESOF TITLE OR IMPLIED WARRANTIESOF MERCHANTABILITY OR FITNESSFOR APARTICULARPURPOSE. WITHOUTLIMITING THE ABOVE, NOWARRANTY OR GUARANTYISGIVENREGARDING THE COMPLETENESS, ACCURACY, RELIABILITY, OR QUALITY OFANYINFORMATION, CONTENT, DATA, SERVICE,ADVICE, PRODUCT,OR MERCHANDISE PROVIDED OR AVAILABLE TO, OR PURCHASED BY,MEMBERSTHROUGHTHE CRCWEBSITE OR OTHERWISE THROUGHMEMBERSHIPINCRC. MEMBERSAGREE TONEVER IMPLY OR STATE THATCRCPROVIDESANYKIND OFWARRANTY OR GUARANTEE OF THEIR WORKMANSHIP OR PRODUCTSUSED EXCEPT AS MAY BE SET FORTH IN THE “LIFETIME SERVICE GUARANTEE.”
    • Notices. All notices hereunder shall be in writing and shall be sent by (i) e-mail with return receipt; (ii) certified mail, return receipt requested; or (iii) by overnight courier service (FedEx or UPS), to the address set forth below for CRC, and to the address for the Member on file with CRC. Unless otherwise provided, notice shall be effective on the date it is officially recorded as delivered by return receipt or equivalent.
      Notices to CRC should be sent to:
      Choice Roof Contractor Group, LLC
      1421Lexington Avenue,#115
      Mansfield, OH44907
      ATTN: Jonathan Keim
      1-800-670-5583
      info@choiceroofgroup.com
12. Governing Law. All agreements and dealings between the Member and CRC shall be governed by and construed and enforced in accordance with the internal laws of the State of Ohio without regard for any of its choice of law principles. Any disputes between the Member and CRC shall be decided solely by the state courts and/or tribunals located in Richland County Ohio. The Member shall not commence any action, at law or in equity, for any matter or assert any claims relating to or arising from any agreement or dealings with CRC, in any courts other than those located in Richland County, Ohio. The Member consents to the jurisdiction of the state courts located in Richland County, Ohio, for the litigation of any claims that exist or arise between itself and the Member. Further, the Member agrees that Richland County, Ohio shall be the sole venue for any litigation between the Member and CRC.