SERVICETRADE TERMS OF USE

Effective Date: August 2, 2024

Welcome to the ServiceTrade application, operated by ServiceTrade (referred to herein as the “Site”). Throughout these terms of use, “ServiceTrade,” “we,” “us” and “our” refer to ServiceTrade and its affiliates along with their directors, officers, employees, agents, and representatives, and “you” and “your” refer to you and your affiliates along with their directors, officers, employees, agents, and representatives. Your use of this Site is subject to the following terms and conditions (“Terms”), which you affirmatively accept by using the Site. 

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.  THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Site from time to time, including, without limitation, the Privacy Policy located at https://stg-servicetrade-staging.kinsta.cloud/privacy-policy/. All such terms are hereby incorporated by reference into these Terms of Use. 

We reserve the right to modify the contents of the Site at any time, including the features, availability, or operation of the Site, these Terms, and/or any policy or notice posted on the Site. You agree to monitor the Site for any changes and agree that your continued use of the Site following the posting of any changes signals your understanding of and agreement to such changes. EACH TIME YOU USE THE SITE, THIS AGREEMENT AS IT THEN READS WILL GOVERN YOUR USE.

This Agreement is effective as of the date of acceptance by the user.

Ability to Accept Terms
By using the Site, you signify your agreement, and the agreement of all persons you represent, without limitation or qualification, to be bound by these Terms, and you represent and warrant that you have the legal authority to agree to and accept these Terms on behalf of yourself and all persons and entities you represent. If you do not agree with each provision of these Terms, or you are not authorized to agree to and accept these Terms, you may not use the Site. You also affirm that you are over the age of legal majority, can form legally binding agreements under applicable law, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to qualify under, abide by, and comply with these Terms. 

Accuracy, Completeness and Timeliness of Information
ServiceTrade cannot guarantee that the information and content presented is entirely accurate, complete, timely, or authentic. Although ServiceTrade makes reasonable efforts to ensure that all information included on the Site is correct, accuracy and integrity cannot be guaranteed and ServiceTrade does not assume any responsibility or obligation for the accuracy, completeness, timeliness, or authenticity of information included on the Site. ServiceTrade is under no obligation to post, forward, transmit, distribute or otherwise provide any information and/or material available from the Site.

Regardless of any information presented on the Site, ServiceTrade reserves the right, without prior notice, to discontinue services, and remove or alter content at any time without incurring any obligations.

Use of the Site
All individual users of the Site (including you and your employees, agents, or others acting on your behalf) are required to register on the Site and must have their own unique log-in credentials to use the Site, and neither you nor such users may share those credentials with anyone for any purpose. Individual users must safeguard their log-in credentials. When registering for the Site, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Site’s registration form.  Registration data and certain other information about you are governed by our Privacy Policy. You and each individual user must immediately report to ServiceTrade any incident or occurrence that causes them to suspect their log-in credentials, the Site, or any information made available through the Site has been compromised, disclosed, or adversely impacted in any way. You and all individual users that are issued log-in credentials on your behalf are deemed to have actual and apparent authority to act on your behalf, and you assume all risk of use of login credentials by such individual users and any unauthorized use of such login credentials, you are fully responsible for any and all activities that occur under your login credentials, including but not limited to any contract made through the use of the login credentials by any person or entity.

All content included on the Site, such as text, design, graphics, logos, icons, images, audio clips, downloads, interfaces and code, software, any intellectual property held by ServiceTrade, and the selection and arrangement of any of these, are the exclusive property of ServiceTrade, its affiliates, its licensors and/or its content providers and is protected by copyright, trademark, and other applicable laws. The copying, downloading and/or printing of information and/or material included on the Site, other than as otherwise expressly permitted by ServiceTrade, is for your use in managing, receiving or delivering service trade work as administered by the Site only and is conditioned on your prohibition from modifying or deleting any copyright, trademark or other proprietary notice that appears on the information and/or material accessed, copied, downloaded or printed from the Site. Any other use of information and/or material contained on the Site, including, but not limited to, the modification, distribution, transmission, performance, broadcast, publication, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, products or services obtained from the Site, is expressly prohibited. ServiceTrade retains full and complete title to the information and material provided on the Site, including all associated intellectual property rights. ServiceTrade neither warrants nor represents that use of information and/or material from the Site will not infringe rights of third parties not affiliated with ServiceTrade.

Improper use of information provided on the Site and improper use of any hardware or software, including the intent to damage or interfere with the proper working of the Site or to surreptitiously intercept any system, data or personal information from the Site, is strictly prohibited. You may not interrupt or attempt to interrupt the operation of the Site in any way and ServiceTrade reserves the right, in its sole discretion, to terminate access to or use of the Site at any time without notice. Termination of access or use of the Site will not waive or affect any right or relief to which ServiceTrade may be entitled at law or in equity. You hereby acknowledge responsibility for any information and/or material submitted via the Site, including the legality, reliability, appropriateness, originality and copyright of any such information and/or material. Content that: (i) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially,  illegal or otherwise objectionable, (ii) constitutes or encourages a criminal offense, violates the rights of any party or otherwise gives rise to liability or violations of any law, (iii) contains software viruses, political campaigning, chain letters, mass mailings, or any form of “spam”, or (iv) infringes any intellectual property, privacy, or other proprietary rights of any party or that you do not have a right to upload under any law or under contractual or fiduciary relationships may not be uploaded to, distributed or otherwise published through the Site. You may not provide false email addresses or other personally identifying information, or impersonate any person or entity, or otherwise mislead as to the origin of any content, their identity, or their education, background and job qualifications. You may not upload marketing content onto the Site.

When you enter content information into the application, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to use such content as we deem necessary and appropriate, including the right to exploit any and all patent, copyright, trademark, publicity, and database rights you may have in the content, in any media known now or in the future.

Access to and Use of Information
You may only use the Site and the information provided via the Site if you are an authorized user and only to facilitate the management, receipt or delivery of service trade work and related purposes. Any use of information obtained from this Site by you must be consistent with these purposes and in compliance with these Terms. You warrant and represent that personal and other information supplied to or obtained from this Site was collected, disclosed to ServiceTrade and otherwise processed only in strict compliance with applicable law, including privacy and data protection requirements and restrictions. You warrant and represent that any personal or confidential business information you access, manage or maintain in connection with your use of the Site is subject to reasonable and appropriate security measures that comply with all applicable laws and include, at minimum, administrative, physical and technical safeguards that protect against the loss, misuse, or unauthorized access, acquisition, alteration or destruction of information.

During and after your use of the Site ends or your user credentials are terminated (regardless of the manner or cause of such termination), for as long as permitted by applicable law, you will not directly or indirectly disclose, reveal, publish, communicate, divulge or describe any of ServiceTrade’s Confidential and Proprietary Information to any person or entity, other than ServiceTrade and its employees, without the prior written consent of ServiceTrade, and you will not use any such Confidential and Proprietary Information for your own benefit or for any purposes other than those authorized by ServiceTrade.

For purposes of this Agreement, ServiceTrade’s “Confidential and Proprietary Information” shall include (without limitation): (i) all trade secrets of ServiceTrade and any of its customers or suppliers; (ii) the names, addresses, contact information and special requirements or preferences of any of ServiceTrade’s customers and suppliers; (iii) know-how related to ServiceTrade’s business and services; (iv) ServiceTrade’s contractual relationships and business activities with its customers and suppliers; (v) all information regarding ServiceTrade’s services, business and marketing, its pricing, its methods of contract administration and other business methods; (vi) all information regarding ServiceTrade’s internal affairs, reports, research and financial information, and its personnel matters; (vii) all customer lists and prospective customer lists; and (viii) any information obtained from the Site.

Confidential and Proprietary information does not include any information that is generally known by the public or generally available from a published source.


Fees and Services
Use of most features of the Site is provided free of charge. Depending upon the type of account you use, we may charge monthly or annual fees for Technician Users which enable our customers that are vendors of maintenance services to create, schedule, log time, invoice, and report on job delivery.  We may also charge for using other services, such as the ability to subcontract jobs to other users of the application. If such fees apply, you will have an opportunity to review and accept the fees that you will be charged based upon your Subscription Order Form. You are responsible for paying all fees and applicable taxes associated with our site and services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel).

Links
The Site may contain links to other websites which are provided only as a convenience and as an additional avenue of access to the information contained therein. ServiceTrade has not necessarily reviewed all of the information on the other websites as mentioned on the Site and is not responsible for the content of any other websites, information, material, products or services that may be offered through any of these other websites. Inclusion of links to other websites should not be viewed as an endorsement of the content of linked websites and different terms and conditions apply to the use of any linked websites. Any dealings you have with such third party sites are solely between you and the third party, and ServiceTrade is not responsible for any losses, damages, or other liabilities incurred as the result of the use of any of the websites referenced on the Site.

Intellectual Property
ServiceTrade’s intellectual property, including trademarks, logos, and service marks as displayed on the Site are registered and unregistered trademarks of ServiceTrade, its affiliates, its licensors, its content providers, and other third parties. All such trademarks, logos, and service marks are the property of their respective owners. Nothing on the Site shall be construed as granting by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed on the Site without the owner’s prior written permission, except as otherwise described herein. ServiceTrade reserves all rights not expressly granted in and to the Site and its content.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site (“Submissions”), provided by you to ServiceTrade are non-confidential and ServiceTrade will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.  

You acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ServiceTrade, its users, partners and the public. You understand that the technical processing and transmission of the Site, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Infringement Notice
ServiceTrade respects the intellectual property rights of others and requests that each User do the same. If there are concerns about possible infringement of intellectual property rights, please notify us in writing at:

Attention: Legal Counsel
ServiceTrade
5003 S. Miami Blvd., Suite 500
Durham, NC 27703

To be effective, the notification must include ALL of the following:

1.    a physical or electronic signature of the trademark/copyright owner or the person authorized to act on the owner’s behalf;

2.    a description of the trademarked/copyrighted work claimed to have been infringed;

3.    information reasonably sufficient to locate the material in question on the Site;

4.    name, address, telephone number, e-mail address and all other information reasonably sufficient to permit ServiceTrade to contact the person reporting alleged infringement;

5.    a statement in good faith that the disputed use is not authorized by the trademark/copyright owner, its agent or the law; and

6.    a statement made under penalty of perjury that the information in the notice, as submitted, is accurate and that the person reporting infringement is the trademark/copyright owner or is otherwise authorized to act on behalf of the trademark/copyright owner.

Termination

You agree that ServiceTrade, in its sole discretion, may suspend or terminate your use of or access to the Site and remove and discard any content within the Site, for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Site, may be referred to appropriate law enforcement authorities. We may also in our sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of these Terms may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that ServiceTrade will not be liable to you or any third party for any termination of your access to the Site.

DISCLAIMERS
USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. SERVICETRADE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE SITE ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE COMPLETE, ACCURATE, TIMELY, OR AUTHENTIC. IF ANY CONTENT IS DOWNLOADED FROM OR UPLOADED TO THE SITE, IT IS DONE AT YOUR SOLE RISK AND DISCRETION. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SERVICETRADE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND. SERVICETRADE DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE CONTENT ON THE SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY, AUTHENTICITY, OR OTHERWISE.

LIMITATION OF LIABILITY
BY USE OF THE SITE, YOU HEREBY ACKNOWLEDGE THAT ANY INFORMATION SENT OR RECEIVED DURING USE OF THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OBTAINED BY UNAUTHORIZED PARTIES. YOU UNDERSTAND AND ACKNOWLEDGE FULL RESPONSIBILITY FOR USE OF THE SITE AND THAT SUCH USE IS AT YOUR SOLE RISK AND DISCRETION; SERVICETRADE, ITS AFFILIATES OR BUSINESS PARTNERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE, SERVICETRADE’S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON ITS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SERVICETRADE OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ANY LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT SERVICETRADE, ITS AFFILIATES OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, ILLEGAL, OR OTHERWISE INAPPROPRIATE OR OBJECTIONABLE CONDUCT OF ANY USER OF THE SITE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH SERVICETRADE IS TO IMMEDIATELY DISCONTINUE USE OF THE SITE. YOU AND SERVICETRADE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN SIX MONTHS (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATIONS MAY NOT APPLY.

Indemnification
You agree to indemnify, defend and hold harmless ServiceTrade and its affiliates, and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers, from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from your of the Site and any violation of these Terms. If technical disruption of the Site or the systems supporting the Site occurs due to your action or inaction, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption. ServiceTrade reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification and, in such case, you agree to cooperate with ServiceTrade in defense of such matter.

Jurisdiction
The Site is controlled by ServiceTrade from its offices located within the United States of America. ServiceTrade is a North Carolina limited liability company in the United States of America, and the Site has been designed to comply with the laws of the United States. The laws of the State of North Carolina govern these Terms and use of the Site. If the Site is accessed from a location outside of the United States, it is done at your sole risk and discretion with the understanding that laws applicable in a foreign location may not be applicable to the Site. Enforcement and/or any action related to enforcement of these Terms are governed by the jurisdiction of courts located in the State of North Carolina.

Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

(a) Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.”  You agree that any and all disputes or claims that have arisen or may arise between you and ServiceTrade, whether arising out of or relating to these Terms (including any alleged breach thereof), the Site, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into these Terms, you and Company are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

(b) Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND SERVICETRADE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.  UNLESS BOTH YOU AND SERVICETRADE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.  ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.  

(c) Pre-Arbitration Dispute Resolution

ServiceTrade is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@servicetrade.com.  If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”).  The Notice to ServiceTrade should be sent to 5003 S. Miami Blvd., Suite 500, Durham, NC 27703 (“Notice Address”).  The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought.  If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by ServiceTrade or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or ServiceTrade is entitled.

(d) Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.  For information on the AAA, please visit its website, http://www.adr.org.  Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration.  If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of these Terms of Service as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless ServiceTrade and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to agree on a location, the determination shall be made by AAA.  If your claim is for $10,000 or less, ServiceTrade agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

(e) Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  If the value of the relief sought is $75,000 or less, at your request, ServiceTrade will pay all Arbitration Fees.  If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, ServiceTrade will pay your portion of such fees.  In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, ServiceTrade will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.  Any payment of attorneys’ fees will be governed by the AAA Rules.

(f) Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

(g) Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief.  The remainder of these Terms will continue to apply.

(h) Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, ServiceTrade agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Site, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above.  By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

International Use; Export Controls

Use of the Site and the transmission of applicable data, if any, is subject to United States export controls.  No software, content or data may be downloaded from the Site or otherwise exported or re-exported in violation of U.S. export laws.  Recognizing the global nature of the internet, you agree to comply with all local rules and laws regarding your use of the Site, including as it concerns online conduct and acceptable content.

Entire Agreement
These Terms along with any posted agreements, policies or operating rules constitute the entire understanding of ServiceTrade and you regarding the use of the Site and supersede any prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to the Site.

Severability
If any provision of these Terms is unlawful, void or unenforceable, the remaining provisions of these Terms shall remain in full force.

No Assignment
You and the persons you represent may not assign this Agreement or the rights and obligations under this Agreement without the express prior written consent of ServiceTrade, which may be withheld in ServiceTrade’s discretion. ServiceTrade may assign this Agreement and its rights and obligations under this Agreement without your consent or the consent of any persons you represent.

How to Contact Us
Questions or comments about these Terms or the Site may be directed to ServiceTrade at 919-246-9900.

Attention: Legal Counsel
ServiceTrade
5003 S. Miami Blvd., Suite 500
Durham, NC 27703