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PreQual Direct – CONSUMER TERMS OF USE

Last Modified: August 1, 2023

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Silvershore Partners, LLC d/b/a ProfileGorilla (“ProfileGorilla”) helps businesses and consumers to research a range of vetted construction, insurance restoration, inspection, and other specialty service providers (collectively, “Service Providers”).  The following Terms of Use outline your obligations when using the ProfileGorilla websites, mobile applications, and services.

 

1. ACCEPTANCE OF THIS AGREEMENT

The ProfileGorilla website available at www.profilegorilla.com, and all related sites and mobile applications, and the various content, features, and services offered on and in connection with these sites and applications, including PreQual+ Direct (collectively, the “Sites and Services”) are owned and operated by ProfileGorilla and can only be accessed and used by you under the Terms of Use described below (“Terms of Use”).

 

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING, DOWNLOADING, REQUESTING OR USING ANY OF THE SITES AND SERVICES, YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS AND USE THE SITES AND SERVICES.

 

Your access to or use of the ProfileGorilla’s PreQual+ Direct Service Pro Lookup Tool (“Solution”) is subject to this PreQual+ Direct Consumer Terms of Use Agreement (“Agreement”) and all applicable ProfileGorilla regulations, guidelines, and agreements. This Agreement and the ProfileGorilla Privacy Policy, which is hereby incorporated herein, constitute a legally-binding contract between you and ProfileGorilla.

 

All references to “you” or “your,” as applicable, mean the person who accesses or uses the Solution in any manner. You may not access or use the Solution if you are under 18 years of age.

 

This Agreement shall be effective on the date accepted by you. ProfileGorilla reserves the right to immediately terminate this Agreement for any reason at any time.

 

2. MODIFICATIONS TO THIS AGREEMENT AND PRIVACY POLICY

ProfileGorilla reserves the right, in its sole discretion and at any time, to change, modify, or otherwise amend this Agreement and any other documents incorporated herein by reference. ProfileGorilla will post any amended Agreements on its website in the same location where the prior Agreement was posted—i.e., where it is presented to you before searching for a Service Provider (as defined below). It is your responsibility to review the Agreement for any changes. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE. If you do not agree to abide by this or any amended Agreement, you are prohibited from using the Solution.  Additionally, You agree to be bound by ProfileGorilla’s Privacy Policy, found here.

 

 

3. USE OF THE SITE AND SERVICES

Subject to full compliance with these Terms of Use, ProfileGorilla grants authorized users a nonexclusive, nontransferable, non-sublicensable, terminable license to access and use the Sites and Services for your personal use. You agree to not access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Sites or Services or any of their content for any purpose except for your personal use and as described in these Terms of Use, without the express written consent of ProfileGorilla. ProfileGorilla may modify, update, suspend or discontinue the Sites and Services, in whole or in part, at our sole discretion for any or no reason, at any time and with or without notice. ProfileGorilla shall not be liable to any user or other third party for any such modification, update, suspension or discontinuance.

 

4. DESCRIPTION OF PREQUAL+ DIRECT SOLUTION

The PreQual+ Direct Solution is intended to provide a quick and easy way for You (“Customer” or “Consumer”) to find a vetted property insurance industry restoration professional who is interested in accepting a residential or commercial insurance restoration project on your behalf. The goal is to connect Customers like you with a service provider who has strong insurance property claims renovation and repair experience, who will quickly communicate with the Customer their availability and acceptance of the project should the Customer select them to perform any work.

 

5. INFORMATION YOU PROVIDE TO US/TCPA CONSENT

Upon using the Solution, you will be prompted to disclose certain information about yourself and your service requirements, and you will be able to store information, such as estimates, photos, descriptions, address and contact information, on our website or apps. Some of this information will be sent to Service Providers who will need this information to respond to your request. By providing this information to us, or by submitting a service request, you are requesting, and you expressly consent to being contacted by us and by our Service Providers via phone, fax, email, mail, text (SMS) messaging, 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, 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, including but not limited to notifying you of, or confirming, appointments that you have scheduled, or for other purposes reasonably related to your service request and our business, including marketing related emails. You also authorize ProfileGorilla to send you an automated prerecorded calls to relay information to you, along with calls from any Service Providers that can help you with your request, to any phone number you provided, and you understand that either ProfileGorilla or the Service Providers may use automated phone technology (including autodialed and prerecorded messages) to call you.  For complete details on our use of your information, please see our Privacy Policy. You agree that by completing a service request, you agree to be contacted by ProfileGorilla and/or a Service Provider. You promise that all information you provide (including but not limited to your contact information, and any Ratings and Reviews of Service Providers that you provide) will be accurate, current and truthful to the best of your knowledge. If you provide any information that is untrue, not current or incomplete, or ProfileGorilla has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ProfileGorilla has the right to refuse any current or future use of the Solution (or any portion thereof) or any other ProfileGorilla services by you. You are responsible for any use of the Solution or any other ProfileGorilla services by persons to whom you intentionally or negligently allow access to your password.

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6. SUBMITTING CONTENT

As a condition of submitting any Content or other materials to the Sites or Services, you agree that:

  1. you agree to (a) provide ProfileGorilla with true, accurate, current and complete information as prompted by the ProfileGorilla’s system as part of the Solution, and (b) update and maintain the truthfulness, accuracy and completeness of such information.

  2. you grant to ProfileGorilla a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from, incorporate such Content into other works;

  3. you grant to ProfileGorilla all rights necessary to publish or refrain from publishing your name and address in connection with your Content; sublicense through multiple tiers the Content, and acknowledge that this license cannot be terminated by you once your Content is submitted to the Sites and Services;

  4. you grant to ProfileGorilla all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of your Content by any other party;

  5. your name and report information may be made available to the public and to the Service Providers on which you report;

  6. you represent that you own or have secured all legal rights necessary for the Content submitted by you to be used by you, ProfileGorilla, and others as described and otherwise contemplated in these Terms of Use;

  7. you represent and warrant that each person identified, depicted, or shown in in your Content, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the Content consistent with these Terms of Use;

  8. you are solely responsible for your reviews and ratings;

  9. ProfileGorilla may, in its sole discretion, choose to remove or not to remove reviews and ratings once published;

  10. you will not submit any reviews that may be considered by ProfileGorilla to be infringing, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violates any relevant law or right of any other party, or racially, ethnically or otherwise objectionable;

  11. all of your reviews and ratings will either be based upon (i) your actual first-hand experiences with the Service Providers you are reviewing

  12. all of your reviews and ratings of the Service Providers that you are rating will be accurate, honest, truthful, and complete in all respects;

  13. you do not work for, own any interest in or serve on the board of directors of, any of the Service Providers for which you submit reviews and ratings; you are not in any way related (by blood, adoption or marriage, if the Service Provider is an individual) to any of the Service Providers for which you submit reviews or ratings;

  14. you have not received any form of compensation to post reviews and ratings;

  15. you will not submit reviews that comment on other users or the reviews of other users;

  16. you will not submit reviews with hyperlinks; or

  17. the reviews and ratings that you provide do not reflect the views of ProfileGorilla, its officers, managers, owners, employees, agents, designees or other users.

 

7. YOUR CONDUCT

In connection with your use of the Solution, you represent and warrant that you:

  1. Are above the age of eighteen (18);

  2. Will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws;

  3. Will not submit any Projects or content that may be considered by ProfileGorilla to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person’s privacy or proprietary rights, or racially, ethnically or otherwise objectionable;

  4. Will submit Projects that will provide service providers with accurate and detailed information sufficient for them to understand the Project you would like to have completed;

  5. Will not submit Projects or content that comment on other service providers or Customers;

  6. Will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with ProfileGorilla, or otherwise attempt to mislead others as to your identity;

  7. Will not submit Projects or content that are encrypted or that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our Platform;

  8. Will not access, download or copy any content contained on our Platform through artificial means (including but not limited to use any ‘deep-link’, ‘scraper’, ‘robot’, ‘spider’, or other automatic device, program, algorithm or methodology, or any similar or equivalent automatic or manual process, or in any way reproduce or circumvent the navigational structure or presentation of the Sites and Services or any consent to obtain or attempt to obtain any Content, materials, documents or information through any means not purposely made available through the Sites and Services; 

  9. Will not take any action that would undermine the Solution;

  10. Will not use the Platform in any manner that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;

  11. Will not use the Platform in any way that could interfere with the rights of ProfileGorilla or the rights of other users of the Platform;

  12. Have sufficient rights in and to all content that you provide, transmit or otherwise convey to ProfileGorilla in connection with the Solution;

  13. Agree not to re-sell or assign your rights or obligations under this Agreement;

  14. Will not reproduce, duplicate, copy, sell, re-sell or exploit any content on the Platform;

  15. Will not access the Platform for any commercial, educational or other purposes not related to your personal purchasing decisions, without the express written consent of ProfileGorilla, which consent may be withheld by ProfileGorilla in our discretion;

  16. Grant ProfileGorilla an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute the content you provide in the Platform and to prepare derivative works of, or to incorporate such content into other works, and to grant and to authorize sublicenses of the foregoing; and

  17. The content that you provide does not reflect the views of ProfileGorilla, its officers, managers, owners, employees, agents, designees or other users. In addition, ProfileGorilla retains the right, in its sole discretion, to determine whether or not your use of the Solution is consistent with the terms and conditions of this Agreement. ProfileGorilla may suspend, restrict or terminate your use of the Solution and to refuse any future use of all or portions of the Solution if your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, ProfileGorilla may seek any and all other remedies available to it, including: (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.

 

8. PROFILEGORILLA IS NOT A SERVICE PROVIDER, MERCHANT OF RECORD, OR GENERAL CONTRACTOR

PROFILEGORILLA IS NOT THE SERVICE PROVIDER, is not in the business of providing the services or selling the goods subject of any Lead, Opportunity, Project, or service contract entered into between you and the Service Provider (“Service Contract”), and is not responsible in any way for the provision of services or sale of goods offered by such service provider or Service Contract. ProfileGorilla is not a merchant of record or general contractor. Except as provided herein, you shall solely look to the applicable Service Provider for the facilitation of services or sale of goods relating to your Project or Service Contract. ProfileGorilla is merely operating the Solution that help connect you with the Service Provider interested in your Project.

 

9. PUBLICATION AND DISTRIBUTION OF CONTENT

ProfileGorilla does not guarantee the accuracy, integrity, quality or appropriateness of any content transmitted to or through the Platform. You acknowledge that ProfileGorilla simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of content posted by you or a Service Provider. You understand that all content posted on, transmitted through, or linked through the Platform, are the sole responsibility of the person from whom such content originated. You understand that ProfileGorilla does not control, and is not responsible for content available through the Platform, and that by using the Platform, you may be exposed to content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any content and selection of Service Provider. 

 

You further acknowledge that ProfileGorilla has no obligation to screen, preview, monitor or approve any content published by you, a Service Provider, or a third party. However, ProfileGorilla reserves the right to review and delete any content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Solution, you agree that it is solely YOUR RESPONSIBILITY to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any content that you submit, receive, access, transmit or otherwise convey through the Platform. Under no circumstances will ProfileGorilla be liable in any way for any content provided by you, a service provider, or a third party, including without limitation, content that contains any errors, omissions, defamatory statements, or confidential or private information or for any loss or damage of any kind incurred as a result of the use of any content submitted, accessed, transmitted or otherwise conveyed via the Platform. You waive the right to bring or assert any claim against ProfileGorilla relating to your content or the content of a Service Provider or other third party, and release ProfileGorilla from any and all liability for or relating to any such content.

 

10. SERVICE PROVIDERS

The applicable Service Provider shall be solely responsible for the provision of services and sale of goods subject to the Project or Service Contract and for any and all injuries, illnesses, damages, costs, expenses, liabilities, or otherwise suffered or incurred by you in connection with the fulfillment of or failure to perform the services of the Project or Service Contract.

 

ProfileGorilla does not endorse and is not responsible or liable for any content, data, advertising, products, goods or services available or unavailable from, or through, any Service Providers. You agree that should you use or rely on such content, data, advertisement, products, goods or services, available or unavailable from, or through any Service Provider, ProfileGorilla is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with or participation in promotions of any service provider, and any other terms, conditions, representations or warranties associated with such dealings (including without limitation any Service Contracts), are between you and such service provider exclusively and do not involve ProfileGorilla. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Service Providers.

 

You agree that ProfileGorilla is not responsible for the accessibility or unavailability of any service provider or for your interactions and dealings with them, waive the right to bring or assert any claim against ProfileGorilla relating to any interactions or dealings with any service provider, and release ProfileGorilla from any and all liability for or relating to any interactions or dealings with service providers.

 

ProfileGorilla performs initial vetting and monitoring reviews relating to insurance, licenses, and background checks, on Service Providers, based on the information Service Providers provide to ProfileGorilla.  The accuracy of all vetting and monitoring is dependent solely on the accuracy and timeliness of information provided to ProfileGorilla by Service Provider.  Event though ProfileGorilla attempts to display vetted Service Providers meeting ProfileGorilla’s minimum standards at the time you search for a Service Provider, ProfileGorilla cannot guarantee the items previously vetted are compliant at the time you may choose to Contract with Service Provider.  Therefore, you acknowledge the above and agree that PROFILEGORILLA DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 17 (WARRANTY DISCLAIMER), OR SECTION 18 (LIMITATION OF LIABILITY).

 

11. MINIMUM AGE

If you are under the age of eighteen (18), you are prohibited from using the Solution.

 

12. LIMITED LICENSE

By agreeing to this Agreement, ProfileGorilla grants you a limited license to access to use the Solution. You acknowledge and agree that you will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational (or any other non-personal) purpose any content or any portion of the Solution, without the express written consent of ProfileGorilla.

 

13. MODIFICATION, LIMITATION, AND DISCONTINUANCE

ProfileGorilla reserves the right to, at any time and without notice, limit access to, modify, change or discontinue the Solution. You agree that ProfileGorilla will not be liable to you or to any third party for any such limitation, modification, change, suspension, or discontinuance of the Solution. You agree that ProfileGorilla may establish general practices, policies and limits, which may or may not be published, concerning the use or operation of the Solution.

 

14. DELAYS

ProfileGorilla is not responsible for any delays, failures or other damage resulting from delays and/or other problems inherent in the use of the Internet and electronic communications or Service Providers.

 

15. FEEDBACK

ProfileGorilla appreciates hearing from you, as well as our other users, and welcomes your comments regarding the Solution and any other ProfileGorilla product, program, or service. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those that we have specifically requested.

 

Although we do value your feedback on our services, please be specific in your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts or other content (collectively, the “Submissions”), such submissions will be the property of ProfileGorilla. In addition, none of the Submissions will be subject to any obligations of confidentiality and ProfileGorilla will not be liable for any future use or disclosure of such Submissions.

 

16. COPYRIGHT MATERIALS

You acknowledge and agree that all content and other information on the Platform, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations and software (collectively, the “Copyright Materials”) are the property of ProfileGorilla or used with the express permission of the owner of such Copyright Materials and are protected by all United States and international copyright laws.

 

17. WARRANTY DISCLAIMER

You understand and agree that the SOLUTION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT PROFILEGORILLA, AND PROFILEGORILLA'S CLIENT WHOSE BRANDING APPEARS IN THE SOLUTION, WILL NOT BE LIABLE FOR ANY DIRECT, ASSUMES NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE SOLUTION. PROFILEGORILLA, AND PROFILEGORILLA'S CLIENT WHOSE BRANDING APPEARS IN THE SOLUTION, WILL NOT BE LIABLE FOR ANY DIRECT, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) SERVICES WILL BE UNINTERRUPTED, TIMELY PERFORMED, SECURE OR ERROR-FREE, (B) ANY CONTENT OR INFORMATION YOU PROVIDE OR PROFILEGORILLA COLLECTS WILL NOT BE DISCLOSED, (C) ANY SERVICE PROVIDER OR GOODS SOLD OR PROVIDED IN CONNECTION WITH A SERVICE CONTRACT WILL BE FREE FROM DEFECT, OR (D) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT THE PARTICIPATION IN THE SOLUTION AND USE OF THE PLATFORM IS AT YOUR OWN RISK.   In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.

 

18. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT PROFILEGORILLA, AND PROFILEGORILLA'S CLIENT WHOSE BRANDING APPEARS IN THE SOLUTION, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF PROFILEGORILLA, AND PROFILEGORILLA'S CLIENT WHOSE BRANDING APPEARS IN THE SOLUTION, WILL NOT BE LIABLE FOR ANY DIRECT, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM THIS AGREEMENT, YOUR USE OF THE SOLUTION AND PLATFORM, OR ANY OTHER MATTER RELATING TO THE SITE OR ANY SPECIFIC SERVICE REQUEST. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.

 

TO THE EXTENT PROFILEGORILLA IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OR OPERATION OF THE PLATFORM, PROFILEGORILLA'S, AND PROFILEGORILLA'S CLIENT WHOSE BRANDING APPEARS IN THE SOLUTION, WILL NOT BE LIABLE FOR ANY DIRECT, LIABILITY FOR DAMAGES WILL NOT EXCEED THE AMOUT YOU PAID TO PROFILEGORILLA TO USE THE SOLUTION.  YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF ANY BREACH OF THIS AGREEMENT BY PROFILEGORILLA. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION 18.

 

19. INDEMNIFICATION

You agree to indemnify, defend and hold harmless ProfileGorilla, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers, its client who branding appears in the solution, and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this Agreement by you; (b) any goods or services purchased by or contracted by you through the Solution, or any service contract entered into between you and a Service Provider; or (c) any violation of any rights of another or harm you may have caused to another. ProfileGorilla will have sole control of the defense of any such damage or claim.

 

20. BREACH OF AGREEMENT AND LIQUIDATED DAMAGES

You understand and agree that, because damages are often difficult to calculate, if it becomes necessary for ProfileGorilla to pursue legal action to enforce the terms and conditions of this Agreement, you will be liable to pay us the following amounts as liquidated damages, which you accept as reasonable estimates of ProfileGorilla’s damages for the specified breaches of this Agreement.

 

If you post content in violation of this Agreement, you agree to promptly pay ProfileGorilla One Thousand Dollars ($1,000) for each item of content posted in violation of this Agreement. We may (but shall not be required to) to issue you a warning before assessing damages.  If you display, copy, duplicate, reproduce, sell, re-sell or exploit for any purpose any content in violation of this Agreement, you agree to pay One Thousand Dollars ($1,000) for each item of content displayed, copied, duplicated, reproduced, sold, resold or exploited in violation of this Agreement.

 

If you use computer programming routines that are intended to aggregate records or content from the Platform or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden our Platform, you agree to pay One Hundred Dollars ($100) for each review or record that is aggregated, disrupted, damaged or otherwise affected by you.

 

Except as set forth in the foregoing paragraphs (1) through (3), inclusive, you agree to pay the actual damages suffered by ProfileGorilla, including, but not limited to attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.

 

21. NOTICE

You agree that ProfileGorilla may communicate any notices to you under this Agreement, through electronic mail, regular mail or posting the notices on the Platform. All notices to ProfileGorilla will be provided by either sending a letter, first class certified mail, to ProfileGorilla, 731 Duval Station Road, #107-349, Jacksonville, FL 32218, Attn: Notices Dept.

 

22. MUTUAL ARBITRATION AGREEMENT

Informal Negotiations. To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and ProfileGorilla, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), you and ProfileGorilla agree, prior to litigating, that both Parties attempt to negotiate any Dispute informally (the "Informal Negotiations") before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this Section is your physical address that you have provided to ProfileGorilla.

 

Arbitration. If a Dispute is not resolved through Informal Negotiations, you and ProfileGorilla agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, ProfileGorilla will pay all arbitration fees and expenses. Each party will pay the fees for its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Subsection (4) below.

Excluded Disputes. You and ProfileGorilla agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.

 

WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. To fullest extent permitted by applicable law, You and ProfileGorilla agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

 

Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.

Severability. You and Angi agree that if any portion of this Section entitled "Mutual Arbitration Agreement" is found illegal or unenforceable, that portion will be severed, and the remainder of this Section will be given full force and effect.

 

23. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (either of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

 

24. LIMITATIONS PERIOD

Regardless of any statute or law to the contrary, you agree that any claim or cause of action arising out or related to your use of the Solution or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

 

25. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Services are provided by Silvershore Partners, LLC. d/b/a ProfileGorilla, 731 Duval Station Road, 107-349, Jacksonville, FL 32218.  If you have any questions, concerns, or complaints regarding the Services, please contact ProfileGorilla by (i) contacting our customer support department at 904-740-3450; or (ii) sending an email to Direct@profilegorilla.com; or (iii) sending a letter, first class certified mail, to ProfileGorilla, 731 Duval Station Road, #107-349, Jacksonville, FL 32218, Attn: Customer Service.

 

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

 

26. ASSIGNMENT

You may not assign or otherwise transfer this Agreement or any of its rights and/or obligations relating to this Agreement without the prior written consent of ProfileGorilla.

 

27. WAIVER

Neither party shall be deemed to have waived any of its rights, powers, or remedies hereunder, except in an express writing signed by an authorized agent or representative of the party to be charged.

 

28. SEVERABILITY

If a provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, that shall not affect: (1) the validity or enforceability in that jurisdiction of any other provision of this Agreement; or (2) the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

 

29. ENTIRE AGREEMENT

This Agreement along with this ProfileGorilla Consumer Terms of Use, and Privacy Policy entered into by you and ProfileGorilla governs your use of the Solution and constitutes the entire agreement between you and ProfileGorilla with respect to the Solution. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and ProfileGorilla regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, any service contract you enter into with a Service Provider. You represent and warrant that those third-party agreements (including the any such service contract) do not interfere with your obligations and duties to ProfileGorilla under this Agreement.

 

30. BINDING EFFECT

This Agreement and the rights and obligations created hereunder shall be binding upon and inure solely to the benefit of you and ProfileGorilla and our respective successors and permitted assigns, and no other person  shall acquire or have any right under or by virtue of this Agreement.

 

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE PLATFORM OR PARTICIPATE IN THE SOLUTION. YOU ACKNOWLEDGE THAT YOU HAVE READ, HAVE UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

 

31. PROVISIONS REMAINING IN EFFECT

In the event this Agreement is terminated, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 5, and Sections 16-24.

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