KEEPNEST TERMS AND CONDITIONS
Welcome to KEEPNEST! This Agreement (“Agreement”) governs your relationship with KEEPNEST, Inc. In this Agreement, we will refer to you, the member Service Professional, and all of your d/b/a’s, affiliates, agents, employees, representatives and subcontractors as “you,” “SP,” “Service Professional” or “member” and to KEEPNEST, Inc. and its employees and agents as “we” or “us” or “KEEPNEST.” Other Service Professionals who have joined KEEPNEST’s network are referred to in this Agreement as “Service Professionals,” “SPs,” or “members.” Unless otherwise stated, all terms and conditions set forth in this Agreement that apply generally to Service Professionals also apply to and bind you. References herein to the KEEPNEST “Website” include any and all websites now, or hereafter, owned or operated by KEEPNEST. These Terms & Conditions were last updated on November 20th, 2023. Updated material terms are bolded and underlined.
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
I. What We Agree.
a. With Respect to Lead Purchasing Members.
1. KEEPNEST receives requests from homeowners, consumers, property managers, individuals and other persons (“customers”) expressing interest in certain services relating to home improvement, repair, maintenance and other types of tasks and projects (“service requests”). These service requests from customers may be submitted directly or indirectly to KEEPNEST by customers via the KEEPNEST Website, telephone calls, third party websites or other means. In turn, KEEPNEST may send you a communication about a customer’s service request that contains information about what service has been requested and the customer’s contact information (a “Lead”). We may also send your contact information to the customer. The information we provide about you will be based on the information you submit during the Company Profile Interview (which you may amend from time to time) and Customer Ratings & Reviews, and may be amended by KEEPNEST from time to time. Leads may also be sent to other member service professionals based on the category of the service request.
2. We limit the number of Service Professionals that are matched to a customer. We do not guarantee to provide you any specific number of Leads, nor do we make guarantees, representations or warranties regarding a customer’s level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor do we guarantee that you will successfully contact each customer. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. KEEPNEST is free to contract with other Service Professionals as this is not an exclusive contract.
3. We provide customers with the ability to rate their experience working with you via Customer Ratings & Reviews. You will also have the ability to solicit and collect ratings and reviews from any of your customers, which may or may not be displayed in LiveDirectory (defined below), in KEEPNEST’s sole discretion.
4. For Service Professionals using KEEPNEST’s Exact Match Services (not available in Canada), KEEPNEST shall endeavor to generate click-throughs to the SP’s listing and online profile page and calls to the Exact Match Numbers (defined below), based upon the profile information supplied by SP. KEEPNEST shall provide for the hosting of the SP online profile page (which may appear in the KEEPNEST LiveDirectory (defined below) and elsewhere on the Internet, however, SP is solely responsible for all content provided by SP that appears on SP’s online profile page. KEEPNEST shall provide the telephone numbers unique to SP’s online profile page (“Exact Match Numbers”). In addition, customers will be able to complete a service request on the SP online profile page. A submission of a service request by a customer on SP’s online profile page, or via a telephone call to SP’s Exact Match Number shall constitute an “Exact Match Lead.” In addition, a lead will be deemed to be an Exact Match Lead anytime a customer is presented with your information and indicates that they desire to be connected with you (whether by clicking on “Request a Quote”, indicating to a KEEPNEST representative that they would like to be connected to you, or otherwise indicating that they desire to contact you).
5. If your KEEPNEST rating drops to two (2) stars or below, you will no longer be permitted to purchase leads from KEEPNEST until you raise your rating above two (2) stars (although your directory listing will remain active). You will have the ability to improve your rating by acquiring additional positive reviews to lift the rating. However, you will not be able to use references from non-KEEPNEST consumers to increase your rating, you must obtain additional consumer reviews submitted through the KEEPNEST platform. Once your rating is greater than two stars, you will regain your eligibility to purchase leads.
2. With Respect to Subscription Members:
You may purchase a subscription to receive services including: Placement in KEEPNEST’s directory product which is displayed on the KEEPNEST Website (“LiveDirectory”) and Customer Ratings and Reviews solicitation. You may be displayed among service professionals who are members of KEEPNEST affiliate companies, some of whom may have been subject to different screening criteria than the screening you are required to undergo.
In the event you purchase a subscription and elect to appear in the LiveDirectory, your business listing may appear on the Pro Reviews section of the KEEPNEST Website, in response to requests from customers for contractors in the project categories that you have indicated to us that you perform, in geographic locations where you have told us your perform services. KEEPNEST does not make any representations or warranties regarding how often your listing and/or profile (including any ratings or reviews) will appear or be viewed, or where or on what page of the Pro Reviews tab your listing will appear, or your conversion rate for impressions or views of your profile page. You will also have the ability to solicit and collect ratings and reviews from any of your customers, which may or may not be displayed in LiveDirectory, in KEEPNEST’s sole discretion. In addition, the telephone number displayed with your listing shall be your actual telephone number that you provide to KEEPNEST (unless your listing is appearing as an Exact Match listing).
3. Professional Website. You may purchase a Professional Website and hosting (see KEEPNEST Website License & Services Agreement).
II. What You Agree.
You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, subcontractors, and any individuals performing work on your behalf, at the time you become a KEEPNEST SP, and thereafter while this Agreement remains in effect, as follows:
1. Membership in the KEEPNEST network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join KEEPNEST, you represent and warrant that you are eligible.
2. You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.
c. You are, and at all times will be, properly and fully licensed*, bonded and insured** (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status.
*If you or your company is operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
**This requirement is only applicable to service professionals accepting Leads in the “Movers” category.
d. You will comply with the KEEPNEST membership requirements as specified from time to time. If these requirements are amended, you will be advised and must comply with any changes immediately upon notification if no action is required on your part or within thirty (30) days if affirmative action is required of you.
5. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any felony criminal convictions. If at any time during your membership with KEEPNEST you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should have a felony conviction entered against such party, you will promptly notify KEEPNEST. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize KEEPNEST to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
6. You agree to abide by and to follow the terms of the KEEPNEST Resolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer by KEEPNEST in connection with a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments and for any costs, expenses or attorneys’ fees incurred by KEEPNEST in connection with the dispute. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
7. If you provide any quotes to customers via the KEEPNEST Website, such quotes are provided for informational purposes only. A customer cannot contract with you via the KEEPNEST Website. In the event a customer selects you on our Website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the customer’s interest in contacting or being contacted by you. You agree that you will not charge a Lead fee to a consumer who has not hired you for a job.
8. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers or prospective SPs in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. KEEPNEST reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the KEEPNEST Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by KEEPNEST of such content as contemplated by this Agreement, shall not violate any third party’s intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of KEEPNEST as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of KEEPNEST.
9. By posting or providing any content on the KEEPNEST Website, including but not limited to photographs (“Content”), you represent and warrant to KEEPNEST that you own or have all necessary rights to use the Content, and grant to KEEPNEST the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant KEEPNEST and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the KEEPNEST Website, and on any other websites owned or operated by KEEPNEST. Nothing in this Agreement shall restrict other legal rights KEEPNEST may have to the Content, for example under other licenses. KEEPNEST reserves the right to remove or modify Content for any reason, including Content that KEEPNEST believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your KEEPNEST account is terminated, or if you remove any Content from your KEEPNEST account, KEEPNEST and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
10. You acknowledge and agree that all of the content and information posted on the KEEPNEST Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all KEEPNEST Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of KEEPNEST. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the KEEPNEST Website, other than content provided directly by you. You represent and warrant that all of the information you provide to KEEPNEST, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to KEEPNEST for any such damages, and will indemnify KEEPNEST in the event of any third party claims against KEEPNEST based on or arising from your violation of the foregoing. You acknowledge and agree that KEEPNEST has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. KEEPNEST is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.
11. You acknowledge and agree that in certain areas of the KEEPNEST Website or its affiliates’ sites, the “star” rating that you have received from customers may be converted to a “letter” rating, in KEEPNEST’s sole discretion. If you are another web List service professional, KEEPNEST may convert your “letter” rating into a “star” rating for display on the KEEPNEST site, in KEEPNEST’s sole discretion.
12. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with KEEPNEST, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A KEEPNEST SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO KEEPNEST AND OTHER SERVICE PROFESSIONAL MEMBERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF KEEPNEST. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO KEEPNEST, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES OR ATTORNEYS’ FEES THAT MAY ARISE FROM SUCH ACTIVITIES.
13. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by KEEPNEST to any other party, including any other KEEPNEST Service Professionals.
14. In addition to all of the other terms and conditions herein, SPs using KEEPNEST’s Exact Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP’s online profile page is, and shall at all times be, maintained in an accurate, up-to-date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by KEEPNEST; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current KEEPNEST fee schedule; (iv) KEEPNEST may provide SP’s phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP’s Exact Match Number or visiting the SP’s online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer’s request not matching the SP’s profile, SP’s account being on hold or no longer being a member of the KEEPNEST network, or the SP not having any available spend target. In such event, KEEPNEST may direct consumers from the SP’s online profile page to the KEEPNEST Website; (vi) SP hereby authorizes KEEPNEST to take any and all actions necessary to generate click-throughs to SP’s online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes KEEPNEST to use, copy, reproduce, and sublicense SP’s contact information, SP’s profile, and any content on the SP’s online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using KEEPNEST’s Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.
15. In the event you participate in any promotion whereby KEEPNEST promotes an offer or discount related to your services, whether on the KEEPNEST Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.
16. By enrolling in the KEEPNEST network or otherwise becoming a member of KEEPNEST, and/or by inquiring about membership in the KEEPNEST network or other KEEPNEST products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list, and even if you have previously opted-out from receiving marketing emails from KEEPNEST, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree and acknowledge that KEEPNEST and its affiliates may use automated phone technology (including autodialed and prerecorded messages) to provide you with operational communications concerning your account or use of the Services, updates concerning new and existing features on the KEEPNEST website, communications concerning promotions run by us, and news concerning KEEPNEST and industry developments, and that your consent is not required to purchase products or services. If a contact number you have provided to us is no longer your number, you agree to notify us promptly that you can no longer be reached at that number. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by us as described in this Section. You agree that all consents provided in this Section will survive cancellation of your account. You consent to be automatically opted in to KEEPNEST’s SMS program, KEEPNEST Alerts, and agree that KEEPNEST may send you text messages with instructions on setting up your account and special offers. For questions, Text HELP for more help or call (877)- 947-3639, and Text STOP to opt out of messages. Message and data rates may apply, and message frequency may vary. Carriers are not liable for delayed or undelivered messages, and supporting carriers include AT&T, Sprint, Verizon, T-Mobile & Metro-PCS. You may opt-out of receiving all text (SMS) messages from KEEPNEST (including informational or transactional messages) by replying with the word “STOP” to a text message from us; however you acknowledge that opting out of receiving all texts may impact your use of the Services.
17. KEEPNEST’s mobile applications may implement location features that, if you consent, result in automatic collection of your geolocation information, in which case our mobile application may use such information to allow KEEPNEST and customers to view and track your location. We may also use this location information for our internal business purposes, and for providing and enhancing our products and services and advertising. IF YOU WANT TO STOP THE AUTOMATIC COLLECTION OF YOUR LOCATION INFORMATION, YOU MAY DO SO BY USING THE PRIVACY SETTINGS ON YOUR DEVICE, OR BY UNINSTALLING OUR MOBILE APPLICATION. CERTAIN FEATURES, SUCH AS SAME DAY SERVICE, WILL NOT BE AVAILABLE IF YOU OPT OUT OF LOCATION COLLECTION.
III. Fees.
a. You agree to be bound by the then applicable pricing plan provisions (all fees are stated and payable in US dollars) for any and all Leads presented to you (as further described in Attachment A for lead purchasing service professionals), or for any inclusion in our LiveDirectory service or any other subscription offering. You will pay KEEPNEST applicable non-refundable fees which may include: (i) an Enrollment/Screening Fee; (ii) Lead Fees, as set forth in the Lead Fee Schedule, for customer Leads accepted by you; (iii) KEEPNEST Seal of Approval License Fees at the then current standard Seal of Approval license fee rates, (iv) Membership Fees; (v) Administrative Fees; (vi) Website development and hosting fees, if you have elected to have KEEPNEST develop and host your company Website; (vii) Subscription Fees and (viii) any other applicable fees such as Custom URL Fees or e-mail account fees as applicable. KEEPNEST reserves the right to charge your credit card for any fees immediately upon receipt of your credit card information by you or your representatives.
1. Lead Fees. You agree that you will pay KEEPNEST on a per Lead basis for all Leads. You agree that payment for Lead Fees will be made by KEEPNEST initiating an ACH transfer or processing your credit card (for Canadian SP’s, credit card only) each week for the previous week’s activity. You may view a statement of your monthly lead activity on your KEEPNEST account, at pro.KEEPNEST.com. We may, in our sole discretion and in accordance with our then-existing Lead credit policies, issue you a credit (“Credit”) for any Lead Fees that you dispute (by contacting KEEPNEST via our Website, the KEEPNEST Pro app, or by telephone), provided, however, that any and all requests for Credits must be received by KEEPNEST within 30 days of the date that the Lead Fee charge was incurred. Credits that are issued to a Service Professional’s account will be issued as store credits, which will be applied toward future charges to your account. Credits will expire, if not used, eighteen months after the date the Credit was issued. All Lead Fees constitute advertising fees paid by you to KEEPNEST and are in no way, referral commissions based upon your successful completion of services.
2. Subscription Fees; License Fees; Other Recurring Fees.
For purchases of a subscription membership (monthly, quarterly, or annually), you shall pay such fees on a monthly, quarterly or annual basis, as applicable. You agree that payments will be made by KEEPNEST initiating an ACH transfer or processing your credit card, in advance, on a monthly, quarterly or annual basis, as applicable.
1. AUTOMATIC RENEWAL OF SUBSCRIPTION; After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period (each a “Renewal Term”), at the renewal price communicated to you at the time your purchased your initial subscription (“Renewal Price”), unless KEEPNEST provides you with at least thirty (30) advance notice of a change in your Renewal Price. You agree that your account will be subject to this automatic renewal feature. If you want to change or terminate your subscription, you may do so solely by contacting KEEPNEST Customer Care at (877) 947-3676. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires, and you won’t be eligible for any refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize KEEPNEST to charge your provided payment method now and again at the beginning of any Renewal Term. You also authorize KEEPNEST to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your subscription, if KEEPNEST does not receive payment from your payment method or payment method provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that KEEPNEST may either terminate or suspend your subscription and continue to attempt to charge your payment method until payment is received.
2. Free Trials and Other Promotions. Any free trial or other promotion that provides a subscription to the KEEPNEST services automatically renews in the same manner as set forth above under the section titled “Automatic Renewal”, provided, however, that the Renewal Price for any Renewal Terms will be higher than during the free trial or promotion initial term. You must cancel your subscription before the end of the trial period in order to avoid being charged the Renewal Price.
3. Discounts. When you purchase multiple product, you may be eligible for certain discounts, as set forth on the then-current pricing plan, provided, however, that cancellation of a product/service for which you have received a discount, may result in the discount being rescinded retroactively for the remaining products/services, and an immediate additional payment to be charged to your method of payment. Purchases of prepaid lead bundles are nonrefundable, even after cancellation of membership.
3. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your KEEPNEST profile, and all contact and billing information, are kept up-to-date and accurate. KEEPNEST is not responsible, or liable, for undelivered customer notifications. You agree to promptly notify KEEPNEST if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.
4. You acknowledge that you will not receive a detailed account statement unless you provide KEEPNEST with a valid email address or fax number. Your account balance is also available by calling (877) 947-3676 or via the Account tab of the Pro.KEEPNEST.com Website. KEEPNEST will process your balance due at the end of your billing period via your selected payment method. Past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law. In addition, any returned payments will incur a $20 fee per transaction.
5. Any disputes about charges to your account must be submitted to KEEPNEST in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30 day period, and all such charges will be final and not subject to challenge.
6. Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
7. No fee is due or payable to the extent such fee is in violation of any applicable law.
8. KEEPNEST is not obligated to refund to you any amounts of prepaid Lead Fees or other prepaid fees such as subscription fees, except solely in the event you rescind or terminate your subscription within the seventy two (72) hour period following your agreement to purchase a subscription.
9. You authorize KEEPNEST to charge you for any sales or similar taxes that may be imposed on your subscription payments, lead fees, or any other fees charged by KEEPNEST.
IV. KEEPNEST Pay
a. When a project has been completed, you may be offered the ability to receive your payment from the consumer directly via the KEEPNEST mobile application (?KEEPNEST Pay?) in one of two ways, either by you requesting payment from a consumer, or by a consumer initiating payment to you. To request payment, you log into your KEEPNEST App, go to your Lead Details, and click request payment for the appropriate Lead. If a consumer has sent you money for services, you will be able to log into your KEEPNEST App, select how you wish to be paid (either to your bank account or to a debit card), and the payment will be processed within twenty four (24) hours. You will have sixty (60) days after the consumer submits a payment to collect the payment. Should you opt out of KEEPNEST Pay (by going to Settings in your App, clicking the KEEPNEST Pay section and selecting Disable KEEPNEST Pay) or fail to collect your payment within this thirty day period, you and the consumer will be notified that the payment has been cancelled, and you will need to seek payment from the consumer directly. KEEPNEST Pay may not be used to charge a Lead fee to a consumer, it may only be used for collecting payment for a won job.
b. By participating in KEEPNEST Pay and agreeing to the KEEPNEST Terms, you agree that you are accepting payments from KEEPNEST consumers via KEEPNEST Pay and that KEEPNEST is authorized to store your bank account or debit card information for future payments, and that KEEPNEST may deposit all future payments into your KEEPNEST Pay account. You further agree that you will not seek payment from the consumer directly where you have received payment from the consumer through KEEPNEST Pay, and that you will only seek payment for services you have performed or will perform.
c. KEEPNEST, in its sole and absolute discretion, may refuse to approve or may terminate existing enrollments for KEEPNEST Pay with or without cause or notice, other than any notice required by any applicable law, and not waived herein. KEEPNEST may ban you from using KEEPNEST Pay (and the KEEPNEST services) if we believe you are abusing KEEPNEST Pay. KEEPNEST may also cancel a payment request made through KEEPNEST Pay if such request is improper in KEEPNEST?s reasonable commercial discretion.
d. You acknowledge and agree that your payments made through KEEPNEST Pay are transactions between you and the consumer and not with KEEPNEST or any of its affiliates. KEEPNEST is not a party to your payments unless expressly designated as such on the KEEPNEST website.
e. KEEPNEST Pay may not be used to process a payment, or otherwise transfer money between you and a consumer, that is unrelated to the consumer?s purchase of services from you. You may not use KEEPNEST Pay to purchase any illegal goods or services or for any other underlying illegal transaction. You agree that you will not use KEEPNEST Pay to purchase any services or products that violate these Terms, other policies or rules applicable to KEEPNEST Pay, or applicable law. Failure to comply with these limitations may result in suspension or termination of your use of KEEPNEST Pay and/or your KEEPNEST account.
f. You agree to release KEEPNEST, its affiliates, and their agents, contractors, officers and employees, from all claims, demands and damages (actual and consequential) arising out of or in any way connected with a dispute related to KEEPNEST Pay. You agree that you will not involve KEEPNEST in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement in connection with KEEPNEST Pay. If you attempt to do so, (i) you shall pay all costs and attorneys’ fees of KEEPNEST and its affiliates and shall provide indemnification as set forth below, and (ii) the jurisdiction for any such litigation or dispute shall be limited as set forth in Section X. However, nothing in these Terms waives any rights, claims or defenses that you may have with respect to a payment under an agreement with your method of payment issuer, the card association rules or applicable state and federal laws.
g. Payment processing services for Service Professionals are provided by Stripe and are subject to the Stripe Connected Account Agreement, located at https://stripe.com/us/connect-account/legal, which includes the Stripe Terms of Service, located at https://stripe.com/us/legal (collectively, the Stripe Services Agreement). By agreeing to these Terms herein, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of participating in KEEPNEST Pay through Stripe, you agree to provide KEEPNEST accurate and complete information about you and your business, and you authorize KEEPNEST to share it and transaction information related to your use of the payment processing services provided by Stripe. You also authorize KEEPNEST to pass on information provided by you (e.g. your birthday or the last four digits of your social security number) to Stripe so that Stripe may use it to protect the integrity of your account.
h. While we will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom.
i. If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to KEEPNEST or third parties, or any payments to consumers that KEEPNEST makes, then KEEPNEST may either charge your method of payment on file with us for such payments, or withhold any payments to you for as long as we determine any related risks to KEEPNEST or third parties persist. For any amounts that we determine you owe us, we may (i) immediately charge your method of payment; (ii) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (iii) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (iv) reverse any credits to your bank account; or (v) collect payment or reimbursement from you by any other lawful means.
V. KEEPNEST Win Jobs Program Terms
You may be offered the opportunity to participate in the KEEPNEST Win Jobs Program. Through the Win Jobs Program, you will have the ability to quote jobs through the KEEPNEST Pro App, and KEEPNEST will keep a percentage of the revenue you receive if you win the job. You agree and acknowledge thatKEEPNEST will keep a percentage of the revenue you earn per job (?Win Fee?) of any and all revenue generated through leads delivered through the KEEPNEST Win Jobs program. This Win Fee may change in KEEPNEST?s sole discretion, but will always be communicated to you in advance of you deciding to quote a job. You represent and warrant that you will use the KEEPNEST Pro App to collect payment for all revenue earned from Win Jobs leads, and that you will not encourage a consumer to pay you outside of the KEEPNEST Pro App. You acknowledge that you must register for KEEPNEST Pay within sixty (60) days of charging your first consumer for a job won through Win Jobs. You authorize KEEPNEST to deduct the Win Fee from the total amount the customer has paid you for the job prior to KEEPNEST transferring the money to you. You understand, acknowledge and agree that KEEPNEST may, in its sole and absolute discretion and in addition to any other rights and remedies afforded to it under this Agreement, terminate your participation in this program, or end the program completely.
VI. KEEPNEST Seal of Approval.
License. While this Agreement remains in effect, and while you remain in full compliance with all terms set forth herein, KEEPNEST hereby grants you a non-exclusive, non-transferrable, non-sublicenseable, license to use and display the KEEPNEST Seal of Approval in connection with marketing your business. You agree that any use or display of the KEEPNEST Seal of Approval must comply with all standards and guidelines of KEEPNEST adopted from time to time with respect to the proper use and display of the KEEPNEST Seal of Approval.
1. Restrictions. You may only use the KEEPNEST Seal of Approval in the event you pass KEEPNEST’s pre-screening criteria initially and annually thereafter, which shall be determined in KEEPNEST’s sole discretion. KEEPNEST may also re-screen your business at any time in its sole discretion, and may terminate this Agreement in KEEPNEST’s sole discretion. Further, you agree that you will use and display the KEEPNEST Seal of Approval solely in connection with the tasks for which KEEPNEST pre-screens you. For example, if you are pre-screened as a plumber, you may not use the KEEPNEST Seal of Approval to advertise your business for any services other than plumbing services. Further, you may only use the KEEPNEST Seal of Approval in the state or states for which you have been pre-screened by KEEPNEST. You may only use the KEEPNEST Seal of Approval for its intended use, and you may not misrepresent KEEPNEST, KEEPNEST’s products or Services, your affiliation with KEEPNEST, or the KEEPNEST Seal of Approval. If at any time any of your screening status should change (i.e. state-level license terminated; fall out of good standing in your state of incorporation), you must immediately report such change to KEEPNEST, and if such change causes your business to fail KEEPNEST’s screening criteria, in KEEPNEST’s sole discretion, then your license to use the KEEPNEST Seal of Approval is immediately suspended, and if not remedied to KEEPNEST’s satisfaction within thirty days of notification, this Agreement shall automatically terminate. You also hereby agree to be re-screened by KEEPNEST annually, and at any other time as desired by KEEPNEST, and failure to allow such rescreening, or failing the re-screening, in KEEPNEST’s sole discretion, shall result in the immediate and automatic termination of this Agreement. The license granted hereunder is solely for the use of the KEEPNEST Seal of Approval, and you do not have any right to use the KEEPNEST name or logo separately or apart from the KEEPNEST Seal of Approval.
2. Accessing the KEEPNEST Seal of Approval. You agree that you shall access the KEEPNEST Seal of Approval solely via the following methods: (a) via a code snippet provided to you by KEEPNEST for use online on your website, or (b) any other method generally offered by KEEPNEST. You may not make any changes or modifications to the KEEPNEST Seal of Approval (including the code snippet), and shall only use the KEEPNEST Seal of Approval in the exact form and format in which it is provided to you by KEEPNEST.
3. Review Magic. If you purchase a Professional Website, you will have the ability, via our “Review Magic” functionality, to select certain of your KEEPNEST consumer Ratings & Reviews from your KEEPNEST profile page, to be displayed on your Professional Website. KEEPNEST authorizes you to use the Review Magic functionality, and display such Ratings & Reviews on your Professional Website solely while you remain an active member, in good standing, of the KEEPNEST network. If at any time your membership in the KEEPNEST network is terminated, by either you or KEEPNEST, you shall no longer be authorized to display such Ratings & Reviews on your Professional Website, and you agree to remove all such Ratings & Reviews immediately.
VII. Programs Where You May Receive Leads Over and Above Your Spend Target
1. Instant Booking. Unless you expressly opt-out, KEEPNEST may send you booked leads under KEEPNEST’s Instant Booking program (“Instant Booking”), which allows consumers to book appointments with you, on a calendar set up for you on the KEEPNEST Website (“Booked Appointments”). You may choose to sync your own online calendar with the KEEPNEST Instant Booking calendar so that these bookings will show up in real-time on your own calendar. We will notify you and attempt to confirm these bookings with you, so if you choose not to sync with the KEEPNEST calendar, we recommend that you log in to your KEEPNEST account and update the KEEPNEST calendar to block out dates and times when you are not available or do not wish to book appointments. As part of Instant Booking, you agree to the following: (i) you shall update, maintain, and keep current your schedule in the KEEPNEST Online Calendar (or any other calendar with which KEEPNEST has integrated), (ii) you will confirm every Booked Appointment, provided, however, that you shall be charged for all Booked Appointments, regardless of whether you confirm them or not, (iii) you shall honor every Booked Appointment, show up on time for all such appointments, and honor any quotes or estimates you provide to consumers, (iv) you shall pay a premium lead fee for Booked Appointments (v) you understand and agree that Booked Appointments are not guaranteed jobs, but merely consumer leads, and that you are obligated to pay the applicable lead fees regardless of whether the consumer hires you, or even shows up for, or cancels, the booked appointment, (vi) lead fees for Booked Appointments are in addition to, and do not count toward, your spend targets for Leads, and therefore, if you have reached your spend target, you would still be charged for any Booked Appointments received thereafter. KEEPNEST reserves the right to terminate your participation in Instant Booking at any time, for any reason or no reason.
2. Instant Connect. KEEPNEST may offer you the opportunity to participate in KEEPNEST’s Instant Connect program (“Instant Connect”), which allows consumers to request to be connected to you directly via telephone. If you participate in Instant Connect, you agree to the following: (i) you shall pay a premium lead fee for Instant Connect leads, (ii) you understand and agree that Instant Connect leads are not guaranteed jobs, but merely consumer leads, and that you are obligated to pay the applicable lead fees regardless of whether the consumer hires you, (iii) lead fees for Instant Connect are in addition to, and do not count toward, your spend targets for Leads, and therefore, if you have reached your spend target, you would still be charged for any Instant Connect leads received thereafter. KEEPNEST reserves the right to terminate your participation in Instant Connect at any time, for any reason or no reason.
3. Job Opportunities Program. KEEPNEST may offer you the opportunity to participate in KEEPNEST’s Job Opportunities Program, which allows you to view and select additional job opportunities (consumer leads) submitted by consumers that may be outside of your selected zip codes. If you accept a Job Opportunities lead, you agree to the following: (i) you shall pay a premium lead fee for Job Opportunities leads, (ii) you understand and agree that Job Opportunities leads are not guaranteed jobs, but merely consumer leads, and that you are obligated to pay the applicable lead fees regardless of whether the consumer hires you, (iii) lead fees for Job Opportunities are in addition to, and do not count toward, your spend targets for Leads, and therefore, if you have reached your spend target, you would still be charged for any Job Opportunities leads you have accepted thereafter, (iv) you must have the latest version of the KEEPNEST mobile application to receive Job Opportunities leads, (v) even if you have turned your leads off, if you select a Job Opportunities lead, you will be charged for that lead, and (vi) you understand that Job Opportunities leads are not exclusive to you and may also be sent to other service professionals. Elite 360 members and/or members enrolled in KEEPNEST under a corporate membership account are not eligible to participate in the Job Opportunities program.
4. Miscellaneous. If you pause or turn off your leads, when you turn them back on, a new monthly spend target cycle will be created, such that it is possible your monthly spend target could be exceeded in less than one calendar month. Additionally, your exact spend target may be exceeded in the normal course of events by a Lead or two because our matching algorithm will send a Lead up until the precise point your spend target is exceeded (i.e. if your spend target is $500, and you are currently at $480, you may still receive at Lead valued at $40, at which point you would not receive any more leads as you would have exceeded $500).
VIII. mHelpDesk.
Unless you opt out during enrollment in the KEEPNEST network, your annual Membership Fee paid to KEEPNEST will include a one-month subscription with mHelpDesk, a field solutions software. After the first month of your subscription with mHelpDesk, unless you cancel, you will automatically be subscribed on a month-to-month basis thereafter, and charged a monthly subscription fee for your continuing mHelpDesk subscription. For more information on mHelpDesk, please see the User Agreement located at www.mhelpdesk.com/user-agreement. You may opt out of an initial or continuing subscription with mHelpDesk by making a request to a KEEPNEST Sales or Customer Care representative at the time of your enrollment with KEEPNEST, or by contacting mHelpDesk in accordance with the mHelpDesk User Agreement.
IX. Indemnification; Limitation of Liability; Disclaimer of Warranties.
a. Indemnification. You shall fully protect, indemnify and defend KEEPNEST and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns (“Indemnified Parties”) and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys’ fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any of your work for or dealings with any customers, (ii) your advertising, or (iii) your services, representations, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) set forth in this Agreement, including any extra work you perform for a customer for which KEEPNEST has not matched you, and in connection with your use of the KEEPNEST Seal of Approval, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF KEEPNEST OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRING LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY KEEPNEST OR THE INDEMNIFIED PARTIES.
1. Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF KEEPNEST TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO KEEPNEST DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM
2. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE KEEPNEST SERVICES AND KEEPNEST SEAL OF APPROVAL ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND KEEPNEST DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURP