Service Provider Agreement


Upon invitation by US LBM Holdings, LLC, including its operating companies, divisions, subsidiaries, or affiliates (collectively, “US LBM,” “we,” “us,” or “Company”), a home building professional company (the “Service Provider,” “Your,” or “You”) may elect to create a professional profile on Pro-Partner Finder (and Pro-Partner Finder shall be included in the definition of “Websites” under US LBM’s Terms of Use). Subject to US LBM’s Terms of Use and Privacy Policy, which are incorporated herein by reference, as well as this Service Provider Agreement (the “Agreement”), Service Provider can use the features made available on Pro-Partner Finder to promote its business and services. 

US LBM may amend or modify this Agreement at any time in its sole discretion by posting a revised version of the terms and conditions contained in the Agreement. Such amendments or modifications will become effective immediately upon posting. This Agreement was last updated on July 15, 2019. Service Provider’s continued use of the site and services after such posting (or other notification, if any) means Service Provider accepts and agrees to be bound by the modified terms of use. To the extent this Service Provider Agreement conflicts with the Terms of Use or the Privacy Policy above, the terms of this Service Provider Agreement shall control. 

In consideration of US LBM granting Service Provider access to Pro-Partner Finder and the services and information contained therein, and in order to use Pro-Partner Finder, Service Provider must read and accept all of the terms and conditions in, and linked to, this Agreement, including the Terms of Use and the Privacy Policy. It is Service Provider’s responsibility to review this Agreement on a regular basis to keep itself informed of any modifications. By accepting the terms and conditions of this Agreement, Service Provider acknowledges it has read, understands and agrees to be bound by all of the terms, conditions, and notices contained in this Agreement just as if Service Provider had signed this Agreement.

  1. By creating a profile on Pro-Partner Finder, you acknowledge and agree to each of the following:
    1. Authorized Person. You are a principal or employee of Service Provider and are authorized to create a professional profile on behalf of Service Provider and are 18 years of age or older.
    2. Accurate Information. You will provide accurate, truthful, and complete information regarding Service Provider, and keep all business information up to date and You will create only one profile for Your business. You will select only service categories which accurately reflect the services Service Provider can currently and capably provide in a professional workmanlike manner.
    3. License Information, Bonding, and Insurance.  Service Provider is, 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, including local, state, and federal, and trade regulations and at a minimum meet the levels, to the extent applicable, set by US LBM or its Operating Company or Division. Upon request, You will produce documentation to verify Service Provider’s licensure, bonding, and insurance. Service Provider represents that it has not been turned down for insurance coverage related to its provision of services. You will notify US LBM immediately of any such changes to Service Provider’s licensing, bonding or insured status. If Service Provider is operating under a license with special restrictions, then Service Provider agrees and represents that Service Provider will at all times operate within the guidelines as specified by such restrictions.
    4. Vetting. Service Provider acknowledges and agrees that its ability to register for and use Pro-Partner Finder is subject to Service Provider passing and continually meeting US LBM’s vetting requirements. Should Service Provider not meet the threshold requirements of US LBM’s vetting process at any time, either upon registration to use Pro-Partner Finder or thereafter, then US LBM, in its sole discretion and without notice, may terminate Service Provider’s use of Pro-Partner Finder and remove Service Provider’s profile. US LBM’s vetting requirements include, but are not limited to, that Service Provider: 
      1. meet the above licensure, bonding, and insurance minimums; 
      2. be a current client of one of US LBM’s Operating Companies or Divisions and have an account in good standing with a minimum annual spend of at least $50,000.00 (subject to change);
      3. be in good standing with the Better Business Bureau and not have any unresolved complaints or negative ratings or findings;
      4. post at least 6 photos of applicable past work Service Provider has performed under Service Provider’s current company name and have at least 3 reviews of Service Provider’s work under Service Provider’s current company name which meet the terms set forth in this Agreement;
      5. respond to any User request for a free, in-home consultation or a User inquiry within 3 business days. 
    5. Service Provider’s profile and the content therein, including photos, represents Service Provider’s own, actual work performed under Your current Service Provider company name, and You will not post pictures of others’ work or claim credit for the work of others.
    6. No Guaranteed Results. The appearance of Service Provider’s profile in search results is not guaranteed and US LBM does not guarantee any results from participating in Pro-Partner Finder’s services.
    7. License Grant. You hereby authorize us to use your name, company name, and franchise name, as applicable, address, website, 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 Pro-Partner Finder, for use and posting on Pro-Partner Finder and for use in marketing materials to be presented to customers or prospective clients in online postings and that You shall not be entitled to any payments associated with our use of the foregoing. US LBM reserves the right, in its sole discretion, to review, reject, and remove any content that You upload to Pro-Partner Finder. You further represent and warrant that You have all necessary rights to display any of the logos, service marks, trademarks, and any other content that You upload to Pro-Partner Finder, and you represent and warrant that Your uploading for display of any such content, and the use by US LBM 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 to US LBM in writing with any such restrictions or limitations of use. 
    8. Secured Rights. By posting or providing any content on Pro-Partner Finder, including but not limited to photographs, You represent and warrant to US LBM that you own or have all necessary rights to use the content, and grant to US LBM the rights granted below. The forgoing representation includes, but is not limited to, a representation and warranty that You 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 and warrant that You have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant US LBM 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 Pro-Partner Finder. Nothing in this Agreement shall restrict other legal rights US LBM may have to the content, for example under other licenses. US LBM reserves the right to remove or modify content for any reason, including content that US LBM 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 Pro-Partner Finder account is terminated, or if You remove any content from Your Pro-Partner Finder account, US LBM 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.
    9. US LBM’s Rights. You acknowledge and agree that all of the content and information posted on Pro-Partner Finder, including but not limited to Service Provider profiles, screening information, and reviews (excluding any logos or trademarked materials, or other intellectual property of Service Provider provided by Service Provider), is the sole and exclusive property of US LBM. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any content posted on Pro-Partner Finder, other than content provided directly by You. You represent and warrant that all of the information You provide on Pro-Partner Finder, including any and all information You include on Your profile page, is true and accurate. US LBM’s, including its Operating Companies’ and Divisions’, graphics, logos, designs, page headers, button icons, scripts, and service names are the trademarks or trade dress of US LBM in the U.S. and/or other countries. These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, or in connection with any product or service in any manner that is likely to cause confusion. You should assume all Content and material made available on Pro-Partner Finder is protected by copyright law. You acknowledge that a violation of any of the foregoing could result in significant damages, and You agree that You are liable to US LBM for any such damages, and will indemnify US LBM in the event of any third party claims against US LBM based on or arising from Your violation of the foregoing. You acknowledge and agree that US LBM has the right, in its sole discretion, to contact customers and Users about services You provide to gain their feedback and rating of You. You further acknowledge that US LBM has the right to review, read, store, access, disclose, and monitor any User communications to You and US LBM may reach out to Service Provider to check on Service Provider’s responsiveness to any User requests for consultations and You agree to cooperate with and respond to US LBM’s inquiries. 
    10. No Images with People or which Could Identify People. Service Provider agrees that it shall not post any images or content to Pro-Partner Finder which contains images of a person or another unique identifier to identify a person or people in its images. Should US LBM spot any images which contain a person or other unique identifiers in the image to where it is reasonably possible to identify a person, US LBM has the right in its sole discretion, to remove the image. 
    11. User Requests. If You receive any inquiries from a User of Pro-Partner Finder to provide any quotes or to provide a free, in-home consultation, such communications are provided for informational purposes only. A User cannot contract with you via the Pro-Partner Finder website. In the event a User sends You a request or communication via Pro-Partner Finder, such communication is merely an indication of the User’s interest in contacting or being contacted by You.
    12. Compliance with Law. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices on or with Pro-Partner Finder, any User or potential customer or other third party, including, but not limited to, disclosing any user personal information to any third party. Service Provider will at all times be in full compliance with all applicable federal, state, provincial, local and other laws and regulations that apply to its activities. 
    13. Subcontractors. You agree to allow only employees of Service Provider or independent contractors performing services directly on behalf of Service Provider to contact or provide any service to Users You learn of via a User communication or request. 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 terms and conditions of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any User requests or communications provided through Pro-Partner Finder to any other party.
    14. Communications. By registering for Pro-Partner Finder and/or by inquiring about Pro-Partner Finder, 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 communications from US LBM, 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 to sign up for at least two methods of notification (for example SMS and email), and acknowledge that if You do not sign up for at least two methods of User inquiry notification, US LBM is not responsible for any delayed or undelivered User inquiries.
    15. Liability. Service Provider agrees that it is responsible and liable to US LBM for any damages arising out of Service Provider’s breach of the terms of this Agreement, Service Provider’s use of Pro-Partner Finder, or Service Provider’s interactions with Users. 
  2. Content Guidelines. US LBM reserves the right, but not the obligation, to edit or abridge, or to refuse to post, or to remove any content that You or Service Provider posts on Pro-Partner Finder if US LBM determines, in its sole discretion, that such content contains or features any of the following:
    1. Offensive, harmful, threatening, and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and/or hate speech. 
    2. References to illegal or salacious activity.
    3. Language that violates the standards of good taste or the standards of Pro-Partner Finder.
    4. Statements that are or appear to be false or libelous.
    5. Statements which invade privacy. 
    6. Comments that disparage or defame US LBM.
    7. With respect to reviews of Service Provider, all of the above in this Content Guidelines Section apply, and in addition the following apply:
      1. Reviews that do not address the goods and services of Service Provider or reviews with no qualitative value, such as work that has not started yet.
      2. Comments concerning a different Service Provider.
      3. Information not related to services within Pro-Partner Finder’s scope.
  3. Reviews. Service Provider represents and warrants that all reviews submitted by Service Provider or pulled from third party sites on which Service Provider has reviews, such as Facebook, Google, or Houzz, are accurate, true, and complete reviews of actual customers of Service Provider. In addition, Service Provider represents and warrants that any star rating represents the accurate and truthful rating provided by an actual customer of Service Provider. All reviews must be based on first-hand experiences with Service Provider’s services. If a review has been provided or submitted by a relative of an employee of, board member of, or some other person or entity affiliated in any way with Service Provider, Service Provider agrees that it shall notify US LBM of such affiliation immediately and US LBM has the right to remove such review or note such affiliation on the review in its sole discretion. In addition, if someone received money or another form of compensation or incentive to write a review, Service Provider shall notify US LBM immediately and US LBM has the right to remove such review or to note the incentive or compensation on the review in its sole discretion. The review also must not violate the above Content Guidelines and, if it does so violate, then US LBM may take any and all actions granted to it in the Content Guidelines section with respect to such review. 
  4. User Data. To the extent Service Provider receives personal information or data submitted by a person (a “User”) through the Pro-Partner Finder site (“User Data”), Service Provider may use the User Data only for the intended purpose for which it was provided, which is to respond to the applicable User in a timely manner for a service consultation or as otherwise expressly authorized by the User. Service Provider shall protect the confidentiality of User Data and use appropriate security safeguards to protect User Data. Service Provider may not share or disclose such User Data unless and only to the extent expressly authorized by the User to which such User Data relates. Without limiting the foregoing, Service Provider shall not sell User Data. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A PRO-PARTNER FINDER SERVICE REQUEST FROM A USER OR THE INFORMATION CONTAINED THEREIN, INCLUDING USER DATA, 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 US LBM AND OTHER SERVICE PROFESSIONAL MEMBERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF US LBM. 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 USER REQUEST OR THE INFORMATION CONTAINED THEREIN, INCLUDING USER DATA, OTHER THAN AS EXPRESSLY ALLOWED IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO US LBM, AS SET FORTH 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.
  5. Modification of Services and Access. US LBM may modify, update, suspend or discontinue Pro-Partner Finder and its services, in whole or in part, at US LBM’s sole discretion for any or no reason, at any time and with or without notice. US LBM shall not be liable to any user or other third party for any such modification, update, suspension, or discontinuance. In addition, US LBM may terminate Service Provider’s privilege to use or access Pro-Partner Finder and its services immediately and without notice for any reason whatsoever. Upon such termination, Service Provider must immediately cease accessing or using Pro-Partner Finder. Service Provider acknowledges that US LBM reserves the right to take action, technical, legal, or otherwise, to block, discontinue, or deny Service Provider’s ability to access Pro-Partner Finder. Service Provider understands that US LBM may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to US LBM. All provisions of this Agreement which by their nature should survive termination shall survive the termination of Service Provider’s access to Pro-Partner Finder, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
  6. Delays and Availability of Pro-Partner Finder and Services. Pro-Partner Finder and its services may be subject to limitations, delays, errors, failures, and other problems inherent in the use of the internet and electronic communications. US LBM is not responsible for any delays, failures, errors, or other damages resulting from such problems.
  7. Disclaimer of Warranties. In addition to the disclaimer of warranties in the Terms of Use which are directly incorporated herein by reference as if fully set forth herein, You acknowledge that US LBM has no control over, and no duty to take any action regarding: which entities or users gain access to or use Pro-Partner Finder and its services; what effects the content on or in connection with Pro-Partner Finder and its services may have on Service Provider; other users’ behavior; how You may interpret or use the content on or in connection with Pro-Partner Finder and its services; or what actions You may take as a result of having been exposed to the content on or in connection with Pro-Partner Finder and its services. You release US LBM from all liability for you having acquired or not acquired content or information through Pro-Partner Finder and its services. US LBM makes no representations concerning any content contained in or accessed through Pro-Partner Finder and its services, and US LBM shall not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through Pro-Partner Finder and its services. US LBM makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein.
  8. Limitation of Liability. In addition to the limitations on liability in the Terms of Use which are directly incorporated herein by reference as if fully set forth herein, You understand and agree that Your access to Pro-Partner Finder is a free service provided to you. THEREFORE, TO THE EXTENT US LBM IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF PRO-PARTNER FINDER, US LBM’s LIABILITY FOR DAMAGES WILL NOT EXCEED TEN THOUSAND DOLLARS ($10,000.00). 
  9. Indemnification. In addition to the indemnification rights elsewhere in this Agreement and the indemnification provisions in the Terms of Use, which are directly incorporated herein by reference as if fully set forth herein, Service Provider further agrees to defend, indemnify and hold harmless US LBM, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Your violation of this Agreement or Your use of Pro-Partner Finder, including, but not limited to, (i) any of Your work for or interactions or dealings with any Users, and (ii) any inaccurate or untruthful content submitted, transmitted, or otherwise made available by or through You. 
  10. Contacting US LBM. If You have any comments or questions regarding this Agreement or want to report any violation of the terms and conditions of this Agreement, please contact us at [email protected]
  11. Termination. You may terminate this Agreement upon US LBM’s receipt of Service Provider’s 30 day written notice. US LBM, in its sole discretion, reserves the right to suspend Service Provider’s rights under this Agreement or terminate this Agreement and your profile on Pro-Partner Finder immediately at any time for any reason or no reason at all. In the event this Agreement is terminated or expires, (i) all licenses granted to Service Provider under this Agreement shall immediately terminate and You shall have no further right to access or use Pro-Partner Finder or its content or Your account. If it is determined or suspected by US LBM, in its sole discretion, that You are misusing or attempting to misuse or circumvent the Pro-Partner Finder system or any User Data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including, but not limited to, activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by US LBM, in addition to our right to immediately terminate this Agreement, US LBM reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
  12. Links. Pro-Partner Finder may display links to other websites or resources. US LBM has no control over such sites and resources, and because US LBM has not control over these other sites and resources, Service Provider acknowledges and agrees that US LBM is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Service Provider further acknowledges and agrees that US LBM shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
  13. Miscellaneous. Failure of US LBM to exercise any remedy or enforce any portion of the Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. If any provision of the Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Service Provider except with US LBM’s advance written consent. US LBM may transfer, assign or delegate the Agreement and its rights and obligations without consent. Service Provider’s users of Pro-Partner Finder are responsible for compliance with all applicable regulations and laws. No joint venture, partnership, employment or agency relationship exists between Service Provider and US LBM as a result of this Agreement or by use of Pro-Partner Finder and its services.