InstallNET Terms & Conditions
What does this license agreement mean to me?
The license agreement explains your rights as a customer, service provider, or end user in using InstallNET’s online installation procurement services and software programs. It is important for you to carefully read and fully understand the agreement. You must read and accept the terms of the agreement before you can use this service.
Before you can take advantage of InstallNET’s Online Services, please agree to the terms and conditions of our license agreement.
ONLINE PROCUREMENT AND STATUS TRACKING SERVICE - MEMBER LICENSE AGREEMENT AND CONSENT
IMPORTANT! READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CONTINUING.
1. Notice. This Online Procurement and Tracking Service – Member License Agreement and Consent (the "Agreement") is a legally binding contract between you and InstallNET International Inc., a Maryland corporation ("InstallNET"). This Agreement governs: (i) your use of the online procurement service program, used by you to submit service quote requests (“InstallQUOTE®”), (ii) your use of the online status tracking service to track ongoing job status (“InstallTRAK®”), (iii) your viewing or utilizing other resources or materials available in the InstallNET Members’ area online (“Member Area”), (iv) and your use of the InstallNET installation services which may be used or procured by you or your company to perform work requested through this site or by other means (“Project Management”), (collectively, InstallQUOTE®, InstallTRAK®, Member Area, and Project Management shall hereinafter be referred to as “InstallNET Web Services”). Be sure that you carefully read and fully understand this Agreement. InstallNET is willing to provide you with access to the InstallNET Web Services only on the condition that you accept all of the terms contained in this Agreement. Your use of the InstallNET Web Services will constitute your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS THE SERVICE OR USE THE INSTALLNET WEB SERVICES.
2. License and Permitted Use. InstallNET grants to you a limited, non-exclusive, non-transferable license to access, display, run and use the InstallNET Web Services at or through InstallNET’s world wide web online computer service at http://www.installnet.com or a licensed third party web site (the “Website”). This license grants access to, and use of, the InstallNET Web Services by you only in the manner and in accordance with the limitations set forth in this Agreement provided, and on the condition, that you: (1) pay the applicable fees; and (2) comply with the terms and conditions of this Agreement. You may access and use InstallNET Web Services solely in connection with your own projects or those of your company that you are authorized to use by your company. Since InstallNET is a commercial service, each member must be associated with a company. If your employment is ended with your company, you must inform InstallNET immediately, and you agree to immediately discontinue any use of or access to the InstallNET Web Services and the Website.
3. License Restrictions. Title to the InstallNET Web Services, the Website, and all associated intellectual property rights are retained by InstallNET and its licensors. Through your use of the InstallNET Web Services and the Website, you acquire no ownership interest in InstallNET Web Services, the Website or any component of the InstallNET Web Services or the Website. Unless enforcement is prohibited by applicable law, you may not reproduce the InstallNET Web Services (including any software involved in the provision of the Website), or modify, decompile, disassemble, or otherwise reverse engineer the InstallNET Web Services programs. No right, title or interest in or to any trademark, service mark, logo, trade name or other intellectual property of InstallNET or its licensors, or any of their respective subsidiaries or affiliates, is granted to you under this Agreement. InstallNET is the owner of the copyright for the InstallNET Web Services and InstallNET reserves all rights related to such ownership, including the right to duplicate and sell access to, or use of, the InstallNET Web Services and the Website. You may not rent, lease, distribute, copy, establish a hyperlink to, frame within any web site, or access the InstallNET Web Services or the Website, for any other person for a fee or other consideration. InstallNET reserves the right to terminate the limited license granted to you hereunder at any time if you fail to comply with any provision of this Agreement. In such case, you agree to immediately discontinue any use of or access to the InstallNET Web Services and the Website.
4. Non-Disclosure of Confidential Information. You give InstallNET permission to use any information we obtain in InstallQUOTE®, and other InstallNET Web Services in preparing service procurement pricing and disclose it to employees and InstallNET affiliates having a need to know such information in connection with providing you with pricing, procurement, job tracking, and Project Management services. Your information will not be used or disclosed for any other purposes, except to provide you with additional InstallNET Web Services related information and services. You agree not to disclose any of the proprietary information related to any InstallNET Web Services, Website, Project Management, Services or pricing without the expressed consent of InstallNET. Explicitly included are the names, addresses, and contract information of InstallNET Service Providers, Clients, and Endusers, and any consolidated reports, volume, or performance figures. Any breach of this non-disclosure clause will be considered a material breach of this Agreement. Notwithstanding Paragraph 9 of this Agreement, since a breach of this covenant can not be adequately compensated by monetary damages, InstallNET shall be entitled, in addition to any other right or remedy available to it, to an injunction restraining such breach or threatened breach, and in either case no bond or other security shall be required therewith, and client hereby agrees and consents to such injunctive relief.
5. Non-Solicitation of Service Providers. InstallNET is a proprietary network of affiliated Service Providers that perform services as a subcontractor of InstallNET. As a condition of this licensing agreement, as long as you maintain a logon username and password, and for a period of 24 months after the last activity with InstallNET, you agree not to approach or solicit services from any registered InstallNET Service Provider, unless there was a documented existing business relationship (including contracting, completion, and payment for Services) between you and the Service Provider prior to your relationship with InstallNET. You acknowledge and agree to honor the proprietary relationship of InstallNET Service Providers by contracting any Services or Project Management with InstallNET, and you shall not contract directly with the Service Providers. Notwithstanding Paragraph 9 of this agreement, since a breach of this covenant can not be adequately compensated by monetary damages, InstallNET shall be entitled, in addition to any other right or remedy available to it, to an injunction restraining such breach or threatened breach, and in either case no bond or other security shall be required therewith, and you hereby agree and consent to such injunctive relief.
6. Account Information and Password. You will be required to supply to the Website certain information about yourself, including your username, password and e-mail address (the "Personal Information"). It is your responsibility and obligation to ensure that this and any other information that you supply to InstallNET or its subsidiaries and affiliates through the Service is accurate and complete. InstallNET may set up an online member logon account ("Account") with this information. The Account information will be stored on InstallNET’s (or a designated third party's) server. It is your responsibility to remember and protect your password. If you lose or do not remember your password, InstallNET may be contacted to retrieve your Account information or provide new username and password. Do not give your password to any other person. If you are using the InstallNET Web Services on a public terminal, you must sign out of your Account and close your browser to prevent others from accessing your Account information. You will be responsible for any liability that may occur (either to InstallNET or to you or to your company) as a result of your disclosure of your password to a third party, or use of your Account after employment has ended with your company.
7. Disclaimer; Exclusion of Warranties. Subject to contrary provisions of state law, the InstallNET Web Services and the Website are provided on an "AS IS" and "AS AVAILABLE" basis and InstallNET makes no warranties, guarantees or representations of any kind, express or implied, regarding the InstallNET Web Services or the Website. WITHOUT LIMITING THE PRECEDING SENTENCE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXCLUDED FROM YOUR LICENSE AND USE OF THE INSTALLNET WEB SERVICES AND WEBSITE. InstallNET does not warrant or promise that the InstallNET Web Services or the Website are free from bugs or errors; nor does InstallNET make any other warranties, guarantees or promises about the performance, accuracy, or reliability of the InstallNET Web Services or the Website, or their ability to meet your requirements or expectations.
8. Limitations on Liability and Damages. You agree that InstallNET, its subsidiaries and affiliates will not at any time have any additional obligation or liability for any claim, cause of action or injury that you or any other person may have as a result of (1) your inability to access the Website, InstallNET Web Services, or your Account information; (2) any inoperability of the Website or InstallNET Web Services; or (3) your disclosure of your password to, or the use of your password by, any third party. IN NO EVENT WILL INSTALLNET, ITS AFFILIATES OR SUBSIDIARIES BE LIABLE TO YOU, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST DATA, LOST GOODWILL, LOST PROFITS OR BUSINESS, LOSS OF USE, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF INSTALLNET, ITS AFFILIATES OR SUBSIDIARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You agree that the essential purposes of this Agreement can be fulfilled even excluding such damages.
9. Arbitration Provision. The parties agree that any claim, dispute or controversy, whether in contract, tort (intentional or otherwise), whether pre-existing, present or future, and including constitutional, statutory, common law, regulatory, and equitable claims in any way arising out of or relating to: (a) the InstallNET Web Services or the Website, including, but not limited to, the preparation of your InstallQUOTE® request; (b) advertisements, promotions, or oral or written statements arising out of or relating to the InstallNET Web Services or the Website; or (c) the relationships of the parties, including the validity, enforceability or scope of this Agreement or any part hereof (collectively, the "Claim"), shall be resolved, upon the election of either you or InstallNET, by binding arbitration pursuant to this arbitration provision and the applicable rules of either JAMS ("JAMS") or the National Arbitration Forum ("NAF") in effect at the time the Claim is filed. The party initiating the arbitration proceeding shall have the right to select one of these two arbitration administrators. The arbitrator must be a lawyer with more than ten (10) years of legal experience or a retired or former judge. In the event of a conflict between this arbitration provision and the rules of the arbitration administrator, this arbitration provision shall govern. InstallNET hereby agrees not to invoke its right to arbitrate an individual Claim you may bring in small claims court, if any, so long as the Claim is pending only in that court. No class actions, or joinder or consolidation of claims with other persons or companies are permitted in the arbitration without the written consent of the parties hereto. If the arbitrator grants an award in your favor in excess of an amount offered to you by InstallNET in settlement of your Claim, InstallNET will reimburse you for any additional fees paid or owed by you to the arbitration administrator up to the amount of the fees that would have been charged if the original Claim had been for the amount of the actual award in your favor. If the arbitrator issues an award in InstallNET’s favor, you will be required to reimburse InstallNET for any fees InstallNET has previously paid to the arbitration administrator on your behalf or for which InstallNET is responsible. Any participatory arbitration hearing that you attend will take place in the federal judicial district in which you live. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the "FAA"). The arbitrator shall apply substantive law consistent with the FAA and the choice of law provision of Section 10(A) of this Agreement, and the arbitrator's award shall not be subject to appeal, except as permitted by the FAA. Upon request of either party, the arbitrator shall prepare a short, reasoned, written opinion supporting the arbitration award. Judgment upon the award may be entered in any court having jurisdiction. Nothing in this arbitration provision shall prevent either you or InstallNET from seeking or obtaining injunctive relief as a result of a violation of Sections 3, 4, or 5 of this Agreement. YOU ACKNOWLEDGE THAT YOU HAVE A RIGHT TO LITIGATE CLAIMS IN COURT BEFORE A JUDGE OR JURY, BUT YOU AGREE TO RESOLVE ANY SUCH CLAIMS THROUGH ARBITRATION AND HEREBY KNOWINGLY AND VOLUNTARILY WAIVE YOUR RIGHTS TO LITIGATE SUCH CLAIMS IN COURT BEFORE A JUDGE OR A JURY, UPON ELECTION OF ARBITRATION BY INSTALLNET OR BY YOU. YOU ACKNOWLEDGE THAT YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION, EVEN IF SUCH CLASS ACTION IS PENDING ON THE DATE OF YOUR ACCEPTANCE OF THIS AGREEMENT, EXCEPT THAT THIS ARBITRATION PROVISION WILL NOT PRECLUDE YOUR PARTICIPATION IN A CLASS WHICH HAS ALREADY BEEN CERTIFIED ON THE DATE OF YOUR ACCEPTANCE OF THIS AGREEMENT.
If you have a question about the arbitration administrators mentioned in this arbitration provision or if you would like to obtain a copy of their arbitration rules you can contact them as follows (telephone numbers and addresses are subject to change):
J.A.M.S., 700 11th Street, NW, Suite 450, Washington, DC 20001, www.jamsadr.com, (800) 352-5267, (JAMS Streamlined Arbitration Rules and Procedures); National Arbitration Forum, P.O. Box 50191, Minneapolis, MN 55405, www.arb-forum.com, (800) 474-2371, (Code of Procedure).
10. Other Agreements.
(A) Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Maryland, without regard to principles of conflicts of law. Subject to, and without limiting, Section 9 of this Agreement, the parties agree that the exclusive jurisdiction of any dispute arising out of, or relating to, this Agreement or any dispute arising out of, or relating to, the Tax Programs or services provided in connection therewith shall be in the courts located in the county of Anne Arundel, State of Maryland.
(B) Entire Agreement. This Agreement, along with the National Service Agreement, Service Provider Agreement, or other written and endorsed agreements between InstallNET and your company, is the entire and exclusive agreement between the parties with respect to the subject matter hereof, and it supersedes all previous communications, representations or agreements, either oral or written, between them. No representations or statements of any kind made by any representative of InstallNET or its affiliates or subsidiaries, which are not included in this Agreement, shall be binding on InstallNET.
(C) Amendments. Neither party may modify or amend any provision of this Agreement except by a written agreement signed by you and an authorized representative of InstallNET.
(D) Waiver. No waiver of any provision or condition herein shall be valid unless in writing and signed by you and an authorized representative of InstallNET. InstallNET’s failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
(E) Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.
(F) Assignment. InstallNET may assign this Agreement, or its rights and obligations hereunder, to any party at any time. You may not assign this Agreement, or your rights or obligations hereunder, without the prior written consent of InstallNET.
(G) Miscellaneous. This Agreement shall inure to the benefit of InstallNET, its affiliates, subsidiaries and their respective successors and assigns. Any and all references in this Agreement to InstallNET, its affiliates and subsidiaries, including without limitation, pursuant to Sections 7 and 8, shall, where the context so permits, include InstallNET’s parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents. The headings contained herein are for your convenience only and shall not be used to interpret or construe any of the terms of this Agreement.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.