User Agreement - Internet advertising for contractors at Contractors.com

Exclusive Leads Program Agreement

This Exclusive Leads Program Agreement ("Agreement") is entered into between Contractors Internet Community, Inc. d/b/a Contractors.com, a Delaware corporation, and Contractor Member. Contractors.com and Contractor Member are sometimes hereinafter jointly referred to as the "Parties." Upon payment by the Contractor Member of the required Directory Listing Fee and Job Fee Deposit, and acceptance by the Contractor Member of the following terms and conditions, the Contractor Member and Contractors.com agree to be bound by this Agreement.

WHEREAS, Contractors.com has developed an Internet Application and owns certain Internet Processes for displaying contractors in the Contractors.com Directory and the Directory of its partner websites and for generating, distributing and tracking Job Leads, marketed under the trademark “Contractors.com Exclusive Leads Program” (“ELP”). WHEREAS, Contractor Member is interested in generating exposure of its company and/or intent upon receiving Job Leads from Contractors.com through the ELP and becoming a Lead Affiliate of Contractors.com for its ELP.

WHEREAS, Contractor Member understands that only contractors that meet and maintain the requirements established by Contractors.com may participate in the ELP.

NOW, THEREFORE, in consideration of the premises and the mutual undertakings hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

A. Definitions. For purposes of this Agreement the following terms shall have the following meaning:

Contract – The term “Contract” shall mean the written agreement wherein Customer hires Contractor Member to perform home-improvement Work. Contractor Member and Customer shall include within the terms of the Contract, the date the Contract was signed by them, the date the Work related to the Contract is expected to commence, the date the Work related to the Contract is expected to be completed and the amount that the Contractor Member is requiring the Customer to pay in exchange for all labor, materials, equipment and services required for the Contractor Member to fulfill its obligations under the Contract.

Contractor Member - The term “Contractor Member” refers to a contractor that provides or arranges to provide building trade services and which has met and continues to meet the requirements for participation in the ELP.

Customer - The term “Customer” shall mean the homeowner or other building owner identified in the Job Lead provided to the Contractor Member by Contractors.com.

Directory(s) - The term “Directory(s)” refers to the websites in which a listing for the Contractor Member will appear. The group of websites may change from time to time, and may include www.contractor.com, www.contractors.com, www.hgtvpro.com, www.fineliving.com, www.frontdoor.com, www.contractorguide.com, and others.

Directory Listing – The term “Directory Listing” shall mean the Contractor Member’s information that appears in the Directory(s). Listing information includes company description, company reviews, company photos, company affiliations, company address and contact information and other information specific to the Contractor Member and intended to help Customers learn about the Contractor Member. Directory Listings appear in the Trade/Territories reserved and paid for by the Contractor Member, with member listings appearing ahead of, or in place of, all non-member listings.

Job Fee - The term “Job Fee” shall mean the marketing fee due to Contractors.com from the Winning Contractor.

Job Lead – The term “Job Lead” shall mean the information Contractors.com distributes to Contractor Members about a project, which has been submitted by a homeowner or other building owner, and includes Trade Category, Owner’s name, address and contact information, project description, and other fields of information pertaining to the project.

Lead Affiliate - The term “Lead Affiliate” shall mean an individual or company that provides Job Leads to Contractors.com and earns commissions.

Territory - The term “Territory” shall mean the pre-defined geographic area, as denominated by Contractors.com through a grouping of one or more zip/postal codes, selected by the Contractor Member to receive Job Leads within the ELP.

Trade - The term “Trade” shall mean a collection of one or more job or project types, as denominated by Contractors.com.

Reserved Trade/Territory - The term “Reserved Trade/Territory” shall mean the combined Trade and Territory that Contractor Member will receive Job Leads in. Each combined Trade/Territory is restricted to a maximum of three (3) Contractor Members.

Winning Contractor - The term “Winning Contractor” shall mean the Contractor Member that receives a Job Lead and then reaches an agreement to perform home improvement work for a Customer with regard to the property listed in a Job Lead.

Work - The term “Work” shall mean the construction and services required by the Contract, and includes all labor, materials, equipment and services provided by the Contractor Member to fulfill the Contractor Member’s obligations under the Contract.

B. Benefits of ELP to Contractor Member

As an active participant in the ELP, Contractor Member is eligible to receive the following benefits:

Contractor Member is entitled to receive all Job Leads generated by Contractors.com in the Contractor Member’s Reserved Trade/Territories.
Contractor Member is not charged for any Job Leads received from Contractors.com until, and only until, the Job Lead results in the Contractor Member reaching an agreement to perform home improvement work for a Customer with regard to the property listed in the Job Lead.
Contractor Member may represent to potential Customers that it is an “Authorized Installer” and/or “Authorized Contractor” of Contractors.com.
Contractor Member is eligible to receive Lead Affiliate Commissions.

C. Requirements for Contractor Member to Participate in ELP

In exchange for receiving the benefits of the ELP, and to be eligible to participate in and continue to participate in the ELP, Contractor Member acknowledges it has all of the following obligations:

Contractor Member must have and maintain an active and fully paid for Directory Listing in all the Trade/Territory Reserved by Contractor Member as described in Section E of this Agreement.
Contractor Member must submit and maintain a $1,000 fully refundable Job Fee Deposit as described in Section F of this Agreement.
Contractor Member must comply with the Insurance Requirements as described in Section D of this Agreement and provide a copy of the required certificates of insurance to Contractors.com.
Contractor Member must be properly licensed as required to conduct business in each state, county or municipality for every Trade/Territory reserved by the Contractor Member and must provide Contractors.com with a copy of each license.
Contractor Member must be in good standing with the Better Business Bureau (“BBB”) and provide Contractors.com with a minimum of twenty customer references and three vendor references. Contractors.com may decide to reject any FLP application based on the feedback received from the Contractor Member’s references.
Contractor Member must have been operating a business that performed and/or performs work in each of the Trade categories reserved by the Contractor Member for the past five years. In some cases, Contractors.com may decide upon its sole discretion to waive this requirement.
Contractor Member must agree and represent that no person convicted of a felony, violent misdemeanor or a burglary, theft or sex offense of any kind, level or nature will be employed, hired, contracted with or otherwise retained to assist in the performance of any Work for any Customer.
Contractor Member must properly and truthfully track and report on the outcome of all Job Leads received from Contractors.com using the online software provided by Contractors.com.
If the Contractor Member agrees to perform home improvement work for a Customer with regard to any property listed in a Job Lead, Contractor Member agrees to enter into a written Contract with the Customer before performing any such work and before the Customer pays any money to the Contractor Member.
Contractor Member must pay Job Fees as described in Section G of the Agreement.
Contractor Member must always act in a professional manner as defined by applicable industry standards and/or industry custom and practice, and in accordance with all laws, regulations, building codes, ordinances, policies and/or other rules that govern the building trade and services it provides.
Contractor Member must timely and professionally complete all home improvement work it agrees to provide for a Customer.

D. Insurance Requirements

Contractor Member must have and maintain the following insurance coverage and comply with all of the following requirements at all times while a participant in the ELP:

Worker’s Compensation - Workers Compensation Insurance as required by any and all applicable State Statutes, covering all of Contractor Member’s employees. Contractor Member must also assure and warrant that any subcontractors that perform Work related to any Contract possess Workers Compensation Insurance covering all of the subcontractor’s employees.
General Liability – Commercial General Liability Insurance, with Contractors.com endorsed as an additional insured, covering premises, operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury and advertising liability with minimum limits as follows: (a) $1,000,000 each occurrence; (b) $1,000,000 general aggregate; (c) $1,000,000 products and completed operations aggregate; and (d) $50,000 for any one fire with no residential or commercial exclusions. If any aggregate limit is reduced below $1,000,000 because of claims made or paid under the policy, Contractor Member shall immediately obtain additional insurance to restore the full aggregate limit and furnish to Contractors.com a certificate or other document satisfactory to Contractors.com showing compliance with this provision. In some cases, Contractors.com may reduce the minimum liability limits based on the Trade selected by the Contractor Member.
Professional Liability – Contractor Members that provide architectural or design services within the Trades selected by the Contractor Member are required to possess Professional Liability insurance coverage of at least $500,000.00 per claim.
Automobile Liability – Automobile Liability insurance covering any auto (including owned, hired, and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit.
Certificates of Insurance – Within seven business days of its acceptance of this Agreement, Contractor Member shall provide Contractors.com with certificates of insurance from the Contractor Member’s insurance companies confirming the existence of the required insurance coverage. No later than fifteen days prior to the expiration date of any such coverage, Contractor Member agrees to deliver to Contractors.com certificates of insurance from the Contractor Member’s insurance companies evidencing renewals thereof. Upon request by Contractors.com at any time during the term of this Agreement, Contractor Member shall, within ten days of such request, supply to Contractors.com any other insurance information as may be requested by Contractors.com, including the name and telephone number of its insurance agent(s) and hereby authorizes its insurance agent(s) and insurance companies to provide all insurance and claims information to Contractors.com.

E. Directory Listing And Fees

At all times as a participant in the ELP, Contractor Member must have an active and fully paid for Directory Listing in all the Trade/Territory reserved by the Contractor Member. Each Trade/Territory is restricted to a maximum of three (3) Contractors, all of which will receive each Job Lead generated by Contractors.com in the Trade/Territory. The Directory Listing fees are non-refundable. If a Contractor Member decides to terminate their ELP membership, the Contractor Member will retain their Directory Listing for the remainder of the term and will be removed from receiving Job Leads from the ELP Program. No Job Fees are required to be paid from any Jobs Leads generated from the Contractor Member’s Directory Listing.

F. Refundable Job Fee Deposit

Contractor Member must pay a fully refundable Job Fee Deposit of $1,000 to participate in the ELP program. Deposits are held for the duration of the Contractor Member’s participation in the ELP program and cannot be used by the Contractor Member to pay Job Fees. To help assure there are no outstanding open Job Leads or homeowner complaints against the Contractor Member, deposits are held for six months after a Contractor Member’s participation in the ELP program terminates. Job Fee Deposit may become non-refundable if Contractors.com terminates the agreement for reasons outlined in section J of this agreement. After six months, assuming the Contractor Member has met all obligations as stated in this Agreement, the deposit is fully returned.

G. Tracking the Outcome of Job Leads and Payment of Job Fees to Contractors.com

Contractor Member agrees to properly and truthfully track all Job Leads received from Contractors.com using the online software provided by Contractors.com. Contractor Member agrees to report the results of all Job Leads, whether or not they result in the Contractor Member becoming the Winning Contractor or not.

If the Contractor Member agrees to perform home improvement work for a Customer and/or with regard to any property listed in a Job Lead, Contractor Member agrees to enter into a written Contract with the Customer before performing any such work and before the Customer pays any money to the Contractor Member. Contractor Member agrees to include within the terms of the Contract, the date the Contract was signed, the date the Work related to the Contract is expected to commence, the date the Work related to the Contract is expected to be completed and the amount that the Contractor Member is requiring the Customer to pay in exchange for all labor, materials, equipment and services required for the Contractor Member to fulfill its obligations under the Contract (the “Contract Amount”).

Contractor Member agrees to pay a Job Fee to Contractors.com of seven and a half percent (7.5%) of the first ten thousand dollars ($10,000) of the Contract Amount and two percent (2%) of any remaining Contract Amount. Job Fees become due and owing on the 21st day after a written Contract is signed by a Customer and must be paid each time the Contractor Member becomes a Winning Contractor. Contractor Member agrees to pay all Job Fees through the valid credit card that the Contractor Member agrees to keep on file with Contractors.com.

If changes are made to the Contract, both the Contractor Member and the Customer must sign and date a document agreeing to the changes before any Work required by the changes is performed (a “Change Order”). The Change Order must include a written description of any changes to the amount the Customer is required to pay the Contractor. Contractor Member agrees to pay an additional Job Fee to Contractors.com relating to any additional amounts to be paid to the Contractor by the Customer as a result of the Change Order. The additional Job Fee shall be paid 21 days after a Change Order is signed by a Customer and must be paid each time a Change Order requires that additional amounts be paid by the Customer to the Contractor Member.

H. Lead Affiliate Commissions

Contractor Members may be entitled to earn Lead Affiliate commissions from Contractors.com by providing Job Leads to Contractors.com which result in a Contract being entered into between a Customer and another Contractor Member and that Contractor Member paying a Job Fee to Contractors.com. The Lead Affiliate Commission shall equal two percent (2%) of the total Contract Amount, up to a maximum of $200. Contractors.com shall pay the Lead Affiliate Commission to the Contractor Member within thirty days of Contractors.com receiving the Job Fee relating to the Job Lead.

I. Relationship Between the Parties

Contractor Member agrees that it is an independent contractor, and that Contractor Member is exclusively and solely responsible for the performance and quality of its work, including the installation of all products, and for any costs and liability incurred by the Contractor Member involving the work and installations performed.

Contractor Member agrees and understands that the relationship between the Contractor Member and Contractors.com shall be as independent entities to each other and that the Contractor Member is not an employee, agent, partner or representative of Contractors.com and has no express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of Contractors.com. Notwithstanding these restrictions, Contractor Member may advertise, for marketing purposes, the following:

That Contractor Member is an “Authorized Installer” and/or “Authorized Contractor” of Contractors.com;
The Contractor Member may use the logos provided to it by Contractors.com in accordance with the Contractors.com Guidelines; and
The Contractor Member may distribute product literature, samples and promotional products provided to it by Contractors.com, and may encourage its customers and prospects to participate in promotional events offered by Contractors.com from time to time.

Contractor Member agrees and understands that it assumes all responsibility as a self-employed, independent contractor to pay all taxes required of Contractor Member to any federal, state or local authority, including, without limitation, all income taxes with respect to Contractor Member’s performance of services and receipt of income or fees related to jobs generated in any way from Contractors.com.

Contractor Member agrees and understands that it assumes all responsibility as a self-employed, independent contractor to obtain at its sole expense all insurance, including, without limitation, workers’ compensation and comprehensive general liability insurance. Contractor Member agrees and understands that with respect to all Work performed under any Contract, it must comply with all applicable licensing, permit, inspection and/or disclosure requirements and laws, and that it is responsible for providing to the Customer in a timely manner proof of all such compliance.

J. Term and Termination of Agreement

This Agreement shall continue in force for one year and shall be automatically renewed for successive one-year terms as long as the Contractor Member remains in compliance with its obligations under this Agreement and the Agreement is not otherwise terminated.

Either Party may terminate this Agreement, if it provides the other Party with ninety days written notice thereof. If the Agreement is terminated, upon ninety days written notice by a either party, the Contractor Member shall be entitled to a return of the Job Fee Deposit in accordance with Section F of this Agreement but shall not be entitled to a return of any Directory Listing Fees.

Contractors.com may terminate this Agreement with Contractor Member upon issuance of written notice to Contractor Member of any breach of this Agreement or any complaint about the Contractor Member and/or its agents, representatives, subcontractors, independent contractors and/or employees. Such complaints may include, but are not limited to, complaints regarding poor workmanship, tardiness, leaving unclean work areas, failure to keep appointments, failure to return telephone calls or e-mails, substance abuse, immoral conduct and/or illegal conduct. Remedy of the breach or complaint by the Contractor Member to the reasonable satisfaction of Contractors.com within fifteen days of issuance of the notice of the breach or complaint to the Contractor Member, shall revive this Agreement for the remaining portion of its then-current term. Contractors.com shall have sole discretion in determining whether a breach or complaint has been remedied and whether certain breaches and complaints may have no appropriate remedy (e.g. if Contractor Member fails to report that it is a Winning Contractor or if Contractor Member shares Job Leads with others). Following the effective date of termination, this Agreement shall have no further force and effect except that each Party shall remain liable for any obligations or liabilities arising from activities carried on prior to the effective date of termination, each Party will be required to continue to abide by the venue, jurisdiction, choice of law and arbitration requirements of the Agreement and Contractor Member shall remain obligated to keep confidential any information deemed confidential by Contractors.com, including any and all Job Leads received from Contractors.com.

K. Confidentiality

Contractor Member agrees during the term of this Agreement and thereafter that it will take all steps reasonably necessary to hold in trust and confidence, any information that Contractors.com reasonably deems to be confidential (“Confidential Information”). Contractor Member agrees that it will not use Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, and that it will not use or disclose any such Confidential Information to any third party without first obtaining express written consent from Contractors.com. Contractor Member agrees that Jobs Leads received from Contractors.com contain Confidential Information and that such leads cannot be shared with any other person or entity besides the Customer listed in the Job Lead. Contractor Member agrees that Contractors.com may use the name, address, telephone number, e-mail address and other information regarding the Contractor Member to accomplish the purposes of this Agreement.

L. Non-Assignment

The Contractor Member may not assign, delegate or transfer this Agreement or the rights created or generated herein without the prior written consent of Contractors.com, which will not be unreasonably withheld.

M. Venue and Choice of Law

Except as provided above, this Agreement shall be construed and enforced according to the laws of the state of Colorado without regard to the conflict of law provisions of such laws; and venue for any dispute arising under this Agreement shall be exclusively in Denver, Colorado.

N. Arbitration

Any and all claims, disputes and controversies by and between the Contractor Member and Contractors.com arising from or relating to this Agreement, any Contract, or any property on which any Work described in any Contract is or was to be performed, including without limitation, any claim for breach of contract, negligent or intentional misrepresentation or nondisclosure in the inducement, execution or performance of any contract, including this Agreement, and breach of any alleged duty of good faith and fair dealing, shall be settled by binding arbitration in Denver, Colorado and administered by and according to the arbitration rules and procedures of Construction Dispute Resolution Services, LLC (CDRS). The arbitration rules and procedures of CDRS can be found on its website http://www.constructiondisputes-cdrs.com/RULES%20&%20PROCEDURES.htm. Judgment on the award rendered by the arbitrator shall be binding on the Parties and may be entered for enforcement in any court having jurisdiction thereof. The Parties hereby agree that they will utilize the arbitration process and agreeing to arbitration means each of the Parties are waiving their respective right to a trial by a judge or a jury. The Parties further agree that no arbitration shall involve more than one Contractor Member and they each waive the right, if any, to pursue claims through a class action. Any party that files a claim for arbitration must pay a filing fee to CDRS of three hundred and fifty ($350) dollars. The arbitration-filing fee is non-refundable and is in addition to the fee that CDRS and/or the arbitrator impose upon the parties to the arbitration for the arbitrator’s services. Following arbitration, the arbitrator shall have the power to award the cost of the filing fee, and/or the arbitrators’ fee, to any party or to split it among the parties to the arbitration.

Since this Agreement provides for mandatory binding arbitration, if any party commences litigation in violation of this Agreement, such party shall reimburse the other parties to the litigation for the costs and expenses, including attorneys’ fees, incurred in seeking dismissal of such litigation. Any disputes concerning the interpretation or the enforceability of this arbitration agreement, including without limitation, its revocability or void-ability for any cause, the scope of arbitration issues, and any defense based upon waiver, estoppel or latches, shall be decided by the arbitrator.

The parties expressly agree that this Agreement involves and concerns interstate commerce and is governed by the provisions of the Federal Arbitration Act (9 U.S.C. Section 1, et seq.) now in effect and as the same may from time to time be amended, to the exclusion of any different or inconsistent state or local law, ordinance or judicial rule; and to the extent that any state or local law, ordinance or judicial rule are inconsistent with the rules of the arbitration service under which the arbitration proceeding shall be conducted, the later rules will govern the arbitration proceeding.

O. Survival of Contract

If any provision of this Agreement, or compliance by any of the Parties with any provision of this Agreement, constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, should be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the Parties.

P. Entire Agreement and Subsequent Amendments

This Agreement contains the entire agreement between the Contractor Member and Contractors.com as it relates to the Contractor Member’s Participation in the ELP. Any prior agreements, understandings, promises, negotiations, representations, reservation requests or applications, either written or oral, relating to the ELP, are of no force or effect.

Directory Listing Only Agreement

This Directory Listing Agreement ("Agreement") is entered into between Contractors Internet Community, Inc. d/b/a Contractors.com, a Delaware corporation, and Contractor Member. Contractors.com and Contractor Member are sometimes hereinafter jointly referred to as the "Parties." Upon payment by the Contractor Member of the required Directory Listing Fees, and acceptance by the Contractor Member of the following terms and conditions, the Contractor Member and Contractors.com agree to be bound by this Agreement.

WHEREAS, Contractor Member is interested in generating exposure of its company and/or intent upon receiving Job Leads from Contractors.com through their Directory Listing.

A. Definitions. For purposes of this Agreement the following terms shall have the following meaning:

Contractor Member - The term “Contractor Member” refers to a contractor that provides or arranges to provide building trade services.

Customer - The term “Customer” shall mean the homeowner or other building owner identified in the Job Lead provided to the Contractor Member by Contractors.com.

Lead Affiliate - The term “Lead Affiliate” shall mean an individual or company that provides Job Leads to Contractors.com and earns commissions.

Trade - The term “Trade” shall mean a collection of one or more job or project types, as denominated by Contractors.com.

B. Requirements for Contractor Member to maintain their Directory Listing

In exchange for receiving the benefits of the Directory Listing, Contractor Member acknowledges it has all of the following obligations:

Contractor Member must have and maintain an active and fully paid for Directory Listing in all the Trade/Territory Reserved by Contractor Member as described in Section E of this Agreement.
Contractor Member must maintain General Liability Insurance policy and Workers Compensation as required by state laws.
Contractor Member must be properly licensed as required to conduct business in each state, county or municipality for every Trade/Territory reserved by the Contractor Member..
Contractor Member must agree and represent that no person convicted of a felony, violent misdemeanor or a burglary, theft or sex offense of any kind, level or nature will be employed, hired, contracted with or otherwise retained to assist in the performance of any Work for any Customer.
Contractor Member must always act in a professional manner as defined by applicable industry standards and/or industry custom and practice, and in accordance with all laws, regulations, building codes, ordinances, policies and/or other rules that govern the building trade and services it provides.
Contractor Member must timely and professionally complete all home improvement work it agrees to provide for a Customer.

C. Directory Listing And Fees

To be listed as a paying member, Contractor Member must have an active and fully paid for Directory Listing in all the Trade/Territory reserved by the Contractor Member for a term of one year. The Directory Listing fees are non-refundable. No other Fees are required from any Jobs Leads generated from the Contractor Member’s Directory.

D. Relationship Between the Parties

The Contractor Member may use the logos provided to it by Contractors.com in accordance with the Contractors.com Guidelines; and
The Contractor Member may distribute product literature, samples and promotional products provided to it by Contractors.com, and may encourage its customers and prospects to participate in promotional events offered by Contractors.com from time to time.

E. Term and Termination of Agreement

Either Party may terminate this Agreement, if it provides the other Party with ninety days written notice thereof but the Contractor Member shall not be entitled to a return of any Directory Listing Fees.

Contractors.com may terminate this Agreement with Contractor Member upon issuance of written notice to Contractor Member of any breach of this Agreement or any complaint about the Contractor Member and/or its agents, representatives, subcontractors, independent contractors and/or employees. Such complaints may include, but are not limited to, complaints regarding poor workmanship, tardiness, leaving unclean work areas, failure to keep appointments, failure to return telephone calls or e-mails, substance abuse, immoral conduct and/or illegal conduct. Remedy of the breach or complaint by the Contractor Member to the reasonable satisfaction of Contractors.com within fifteen days of issuance of the notice of the breach or complaint to the Contractor Member, shall revive this Agreement for the remaining portion of its then-current term. Contractors.com shall have sole discretion in determining whether a breach or complaint has been remedied and whether certain breaches and complaints may have no appropriate remedy. Following the effective date of termination, this Agreement shall have no further force and effect except that each Party shall remain liable for any obligations or liabilities arising from activities carried on prior to the effective date of termination, each Party will be required to continue to abide by the venue, jurisdiction, choice of law and arbitration requirements of the Agreement and Contractor Member shall remain obligated to keep confidential any information deemed confidential by Contractors.com, including any and all Job Leads received from Contractors.com.

F. Confidentiality

G. Non-Assignment

H. Venue and Choice of Law

I. Arbitration

J. Survival of Contract

K. Entire Agreement and Subsequent Amendments

This Agreement contains the entire agreement between the Contractor Member and Contractors.com as it relates to the Contractor Member’s Participation in the Directory. Any prior agreements, understandings, promises, negotiations, representations, reservation requests or applications, either written or oral, are of no force or effect.