Hoorak Pro Terms & Conditions
Welcome to Hoorak! This Agreement (“Agreement”) governs your relationship with Hoorak Inc. (“Hoorak”). In this Agreement, we will refer to you, the member Service Provider, and all of your affiliates, agents, employees, representatives, and subcontractors as “you” or “Pro” and to Hoorak and its respective employees and agents as “we” or “us” or “Hoorak.” References herein to the Hoorak website, Pro.Hoorak.com (the “Site”) include any and all websites, mobile applications now, or hereafter, owned or operated by Hoorak or the Site. Your access to the Site, provided to you by Hoorak, is subject to these legally binding terms and conditions. Please, carefully read all of the following Hoorak Service Provider Terms of Use (the “Terms of Use” or “Terms”) before proceeding. Your continued use of the Site and/or any Hoorak services (the “Services”) indicates your acceptance of the Terms and that you intend to be legally bound by them. If you do not agree to be bound by these Terms, you should not use this Site. If you consider future amendments made to these Terms to be unacceptable, please cease using the Site.
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE LEGAL DISPUTES SECTION BELOW. PLEASE READ CAREFULLY.
These Terms & Conditions were last updated on [Insert Date].
I. DEFINITIONS.
II. TO WHAT WE AGREE.
With Respect to Hoorak Members and Claimers.
Hoorak receives requests from its users (“Users”) for home improvement services. In turn, Hoorak may send you a communication about such User's expressed service request needs (a “Lead”). We may also send your contact information to the User. The information we provide about you will be based on the information in your Company Profile (which you may amend from time to time) and User ratings and reviews, and may be amended by Hoorak from time to time. Leads may also be sent to other Service Professionals based on the location and category of the User request.
We limit the number of Service Professionals that are promoted to a User. We do not guarantee that we will provide you with any specific number of Leads, nor do we make guarantees, representations, or warranties regarding a User's level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the User, or that any User will hire you to perform services, nor do we guarantee that you will successfully contact each User. Hoorak is not involved in, nor do we have any responsibility for your contracts with Users, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. Hoorak is free to contract with other Service Professionals as this is not an exclusive contract.
III. TO WHAT YOU AGREE.
You agree to all the terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a Member or Claimer and thereafter, while this Agreement remains in effect, as follows:
IV. RESTRICTIONS.
You may not use the Site to bully or harass Hoorak Users, Members, Claimers, or other Service Professionals, upload illegal material, modify Site content, send spam, or hack into User information.
In connection with your use of the Site, you agree that you shall not:
Hoorak reserves the right to decide what data, Content, or information is published to, or removed from, the Site is deemed to violate any of the above restrictions.
V. INTELLECTUAL PROPERTY.
Limited License and Copyright – Subject to the terms and conditions of this Agreement, you grant Hoorak a non-exclusive, non-transferable, limited right to access, use and display this Site and the Content thereon and to view and download the Content, only in connection with your personal and non-commercial use of the Site. This authorization is not a transfer of title in the Content and is subject to the restrictions in this Agreement;
Trade-marks – The trade-marks, logos, and company names of Hoorak, or any of its affiliates, used on this Site may not be copied, imitated, or used, in whole or in part, without the prior written consent of Hoorak or any such affiliate. Other products, services, logos, and company names mentioned on this Site may be the trade-marks of their respective owners. Except as expressly provided herein, Hoorak and its affiliates do not grant any express or implied right or license to you under any intellectual property right, including under any patent, trade-mark, copyright, trade secret, or confidential information;
Non-infringement – You may not post, or otherwise make available, to the Site any material that is protected by a copyright, trade-mark, or other proprietary right without the express permission of the owner. You agree to assume sole liability and to indemnify Hoorak for any damage resulting from infringement of any third party's copyrights, trade-marks, or other proprietary rights or any other harm resulting from your use of such infringing materials in a review, or on or in connection with the Site.
VI. FEES.
Term – You agree that the initial term of your Hoorak Membership is effective for a minimum of twelve (12) consecutive months;
Membership Payment – Payment may be made either in-full-in-advance (for a term of twelve (12) months) or month-by-month via an approved payment method, as set out by Hoorak. Any payment made in-full-in-advance is wholly and completely non-refundable;
Lead Payment – Members may purchase Leads through the Site;
Refusal – You understand and agree that Hoorak reserves the right to cancel your Hoorak Membership if it deems, in its sole and absolute discretion, to be inappropriate in any way;
Termination – You understand and agree that Hoorak, in its sole and absolute discretion, reserves the right to downgrade your Membership or terminate your Membership and account at any time without notice. You may terminate your Membership after the completion of the initial twelve (12) month term with sixty (60) days written notice. Any payment made in-full-in-advance is wholly and completely non-refundable;
You acknowledge and agree that it is your responsibility to ensure that the communication methods that you have selected in your Hoorak account, and all contact and billing information, are kept up-to-date and accurate. Hoorak is not responsible, or liable, for undelivered account and Member notifications. You agree to promptly notify Hoorak if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer;
You acknowledge and agree that you will not receive a detailed account statement unless you provide Hoorak with a valid email address. Your account balance is also available by calling [Insert Phone Number]. Hoorak will cancel your paid membership if your account is 60 days overdue. You are then responsible for paying the amount owing if you wish to reinstate your membership;
Any disputes about charges to your account must be submitted to Hoorak in writing within thirty (30) days of the date such charges are incurred. You agree to waive all disputes not made within the thirty (30) day period, and all such charges will be final and not subject to challenge;
Past due accounts may be sent to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for, any and all collection and related litigation fees;
No fee is due or payable to the extent such fee is in violation of any applicable law;
You authorize Hoorak to charge you for any sales or similar taxes that may be imposed on your Hoorak Membership payments, Lead fees, or any other fees charged by Hoorak.
VII. HOORAK VERIFICATION BADGE.
License – While this Agreement remains in effect, and while you remain in full compliance with all terms and conditions set forth herein, Hoorak hereby grants you a non-exclusive, non-transferrable, non-sublicenseable, license to use and display the Hoorak Verification Badge in connection with marketing your business. You agree that any use or display of the Hoorak Verification Badge must comply with all standards and guidelines of Hoorak, as adopted from time to time, with respect to the proper use and display of the Hoorak Verification Badge;
Restrictions – You may only use the Hoorak Verification Badge in the event you pass Hoorak's pre-screening criteria initially and annually thereafter, which shall be determined in Hoorak's sole discretion. Hoorak may also re-screen your business at any time, in its sole discretion, and may terminate this Agreement in Hoorak's sole discretion. Further, you agree that you will use and display the Hoorak Verification Badge solely in connection with the services for which Hoorak pre-screens you. For example, if you are pre-screened as a plumber, you may not use the Hoorak Verification Badge to advertise your business for any services other than plumbing services. Further, you may only use the Hoorak Verification Badge in the Province for which you have been pre-screened by Hoorak. You may only use the Hoorak Verification Badge for its intended use, and you may not misrepresent Hoorak, Hoorak's products or Services, your affiliation with Hoorak, or the Hoorak Verification Badge. If at any time your screening status should change (i.e., province-level license terminated; fall out of good standing in your state of incorporation), you must immediately report such change to Hoorak, and if such change causes your business to fail Hoorak's screening criteria, in Hoorak's sole discretion, then your license to use the Hoorak Verification Badge will be immediately suspended, and if not remedied to Hoorak's satisfaction within thirty (30) days of notification, this Agreement shall automatically terminate. You also hereby agree to be re-screened by Hoorak annually, and at any other time as desired by Hoorak, and failure to allow such re-screening, or failing the re-screening, in Hoorak's sole discretion, shall result in the immediate and automatic termination of this Agreement. The license granted hereunder is solely for the use of the Hoorak Verification Badge, and you do not have any right to use the Hoorak name or logo separately or apart from the Hoorak Verification Badge;
Accessing the Hoorak Verification Badge – You understand and agree that you shall access the Hoorak Verification Badge solely via the following methods: (a) via a code snippet provided to you by Hoorak for use online on your website, or (b) any other method generally offered by Hoorak. You may not make any changes or modifications to the Hoorak Verification Badge (including the code snippet), and shall only use the Hoorak Verification Badge in the exact form and format in which it is provided to you by Hoorak.
VIII. INDEMNIFICATION, LIMITATION OF LIABILITY, AND DISCLAIMER OF WARRANTIES.
Indemnification. You shall fully protect, indemnify and defend Hoorak and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns ("Indemnified Parties") and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys' fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to any of your work for or dealings with any customers, or your services, representations, advertising, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) as provided in this Agreement, including any extra work, and in connection with your use of the Hoorak Verification Badge, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF HOORAK OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRICT LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY HOORAK OR THE INDEMNIFIED PARTIES.
In no event shall Hoorak or its affiliates, agents, licensors, suppliers, or their respective directors, officers, or employees be liable to you for any direct, indirect, incidental, special, punitive, and/or consequential damages whatsoever, whether based on warranty, contract, tort, or any other legal theory, and whether or not you are advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Hoorak’s maximum cumulative liability to you for any losses or damages arising out of, or in connection with, your access to the Site and any services therein shall be limited to the lesser of: (i) the amount paid, if any, by you to us in connection with the Site and any services therein during the twelve (12) months prior to the action giving rise to such liability (if any); or (ii) CDN $50.00 (fifty Canadian dollars);
The use of this Site is at your own risk, and Hoorak assumes no liability or responsibility pertaining to the Content, your use of the Site, or the receipt, storage, transmission, or other use of your personal information;
The Content and information accessible through this Site may contain inaccuracies and typographical errors. Hoorak and its affiliates make no representations or warranties in respect of the accuracy or completeness of the Content or information accessible on or through this Site, or the reliability of any advice, opinion, statement, or other information displayed or distributed through this site. Hoorak assumes no responsibility for the accuracy and completeness of any review. You acknowledge and agree that any reliance on any of the foregoing shall be at your sole risk. Hoorak will not be responsible to you or any third party for any damages, expenditures, loss of profits, or prospective profits of any kind or nature sustained or arising out of, or alleged to have been sustained, or to have arisen out of your use of this Site;
Your use of our Site is at your own risk, and therefore you hereby acknowledge and agree that we supply our services “as is”, “with all faults”, and “as available”, including all Content, software, materials, services, functions, and/or information made available through the Site. Hoorak is not responsible for any Content or information that you may find undesirable or objectionable. Hoorak hereby disclaims any and all liability arising out of or related to any purported facts or information and description of any products displayed on our site, including all warranties of any kind, either express or implied, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, or non-infringement. Neither Hoorak, nor its employees, affiliates, contractors, and/or agents warrant that the Site will be error-free, uninterrupted, secure, or produce particular results, that a quote is current, valid, and/or un-expired, or that the information obtained therefrom will be reliable or accurate. No advice or information given by Hoorak or its employees, affiliates, contractors, and/or agents shall create a guarantee;
If you are dissatisfied with the Site and the Content thereon, or the Terms of this Agreement, your sole and exclusive remedy is to discontinue use of the Site.
IX. LEGAL DISPUTES.
Hoorak is committed to resolving disputes quickly in a cost-effective and neutral way (“Hoorak Resolution Process”). Accordingly, you and Hoorak agree to resolve any dispute that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below, or as Hoorak and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly.
In connection with any dispute that arises out of this Agreement or our services, you agree to the following:
Get In Touch – It is our belief that many disputes can be resolved amicably. We encourage you to contact us by phone or email before resorting to alternatives;
Improperly Filed Claims – Claims you bring against Hoorak must be resolved in accordance with this Legal Disputes Section. A claim filed or brought contrary to the Legal Disputes Section shall be considered improperly filed. A claim filed contrary to the Legal Disputes Section may allow Hoorak to recover legal fees, provided that Hoorak has notified you in writing of the improperly filed claim and you have failed to promptly have the claim withdrawn;
Best Efforts – Both parties agree to use their best efforts to settle any dispute, Claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. This includes, but is not limited to, the provision of all relevant information and documentation concerning any Claim within a timely manner.
NO CLASS ACTIONS OR ARBITRATIONS – YOU AGREE TO RESOLVE ANY CLAIMS RELATING TO THIS AGREEMENT OR OUR SERVICES ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED.
X. ARBITRATION AND GOVERNING LAW.
Law and Forum for Legal Disputes – This Agreement shall be governed in all respects by the laws of the Province of Ontario, Canada as they apply to agreements entered into and to be performed entirely within Ontario between Ontario residents, without regard to conflict of law provisions. You understand and agree that any Claim or dispute you may have against Hoorak must be resolved exclusively by a Provincial or Federal court located in Toronto, Ontario, Canada, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. For the purpose of litigating all such Claims or disputes, you agree to submit to the personal jurisdiction of the courts located within Toronto, Ontario, Canada;
Arbitration Option – For any Claim (excluding Claims for injunctive or other equitable relief) totaling an amount of less than CDN $25,000.00 the party requesting relief will elect to resolve the dispute through binding non-appearance-based arbitration. Arbitration shall be initiated through an established alternative dispute resolution (ADR) provider which shall be mutually agreed upon by all parties. The following rules shall be complied with by the ADR provider and the parties: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions. The initiating party shall choose the specific manner by which the arbitration will be conducted; (b) the arbitration shall not involve any personal appearances by the parties or witnesses, unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
XI. GENERAL.
ENTIRE AGREEMENT – THESE TERMS AND CONDITIONS OF THE AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN YOU AND HOORAK AND GOVERNS YOUR USE OF THE SITE AND SERVICES PROVIDED THEREIN, SUPERSEDING ANY PRIOR AGREEMENTS BETWEEN YOU AND HOORAK, WHETHER WRITTEN OR ORAL. THE SECTION AND PARAGRAPH HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND WILL NOT AFFECT THEIR INTERPRETATION;
Severability and Waiver – If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement will remain in full force and effect. The failure of Hoorak to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further rights hereunder. No waiver by Hoorak of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default;
Assignment of Rights – Hoorak may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations under this Agreement without the prior written consent of Hoorak, and any such attempted assignment will be void and unenforceable.
Force Majeure – Hoorak will not be liable for any failure to perform our obligations hereunder, where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation;
Relationship – You and Hoorak are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
Cancellation – Hoorak may, at its sole discretion, cancel or suspend any of your privileges related to the use of the Site, in whole or in part, for any reason, including, without limitation, the non-compliance with the Terms of this Agreement.
Acceptance – By agreeing, you confirm that you have read and understood these Terms and that you agree to be bound by these and other Terms incorporated by reference above.