Terms and Conditions for GoDabo Service Professionals
Your creation of a service professional profile on the www.GoDabo.com website (the
”Website”), GoDabo apps (the “Apps”), as well as your subsequent use of services made
available to you by means of the Website, Apps, or any other GoDabo offering on which
a link to these Terms and Conditions for GoDabo for Service Professionals appears (the
“Services”) (the Website, Apps, and Services, collectively, “GoDabo Offerings”)
constitutes acceptance of these GoDabo Terms & Conditions for Service Professionals
together with all other “Ancillary Documents” (i.e., then-current terms, conditions,
notices, policies, and documents referred to in, or relating to, these GoDabo Terms &
Conditions) (the GoDabo Terms & Conditions and the Ancillary Documents,
collectively, the “Agreement”). The Agreement becomes effective on the date when
acceptance occurs as described in the foregoing sentence (“Effective Date”). By using
any GoDabo Offering you represent and warrant that you are of legal age to form a
binding contract with us. The term “affiliates” includes service professionals and
customers that participate in the program described in the Agreement (the “Service
Professional Program”). If you have any questions regarding the Agreement you may
contact us, GDHI Marketing, LLC (“GoDabo”), at www.GoDabo.com.
We may revise and update the Agreement, including these Terms and Conditions for
GoDabo Service Professionals, from time to time in our sole discretion. All changes are
effective immediately when we post them and apply to all access to and use of any
GoDabo Offering thereafter. However, any changes to Section 20 (Arbitration and
Governing Law) will not apply to any disputes for which the parties have actual notice on
or before the date the change is posted. Your continued use of any GoDabo Offering
following the posting of revisions of the Agreement means that you accept and agree to
the changes; changes in our payment and pricing polices take effect thirty (30) days after
notice of the change is provided. You are expected to check this page from time to time
so you are aware of any changes, as they are binding on you.
These Terms & Conditions were last updated on May 10, 2018.
Introduction to GoDabo. Upon your registration at the Website (and, in our
discretion, certain other GoDabo Offerings), you will create a user name and password.
You must treat your password as confidential, and you must not disclose it to any other
person or entity. You acknowledge that your account is personal to you and agree not to
provide any other person with access any GoDabo Offering or portions of it using your
user name, password, or other security information. You agree to notify us immediately
of any unauthorized access to or use of your user name or password or any other breach
of security. We have the right to disable any user name, password, or other identifier,
whether chosen by you or provided by us, at any time in our sole discretion for any or noreason, including if, in our opinion, you have violated any provision of the Agreement.
You are responsible for any use of any GoDabo Offering by persons to whom you
intentionally or negligently allow access to your password.
Customer Calls with Service Professionals: In General
”Service Professional” means a service professional that registers with the
Website so that customers may find the service professional by means of the Website
and related services. You become a Service Professional by registering at the Website.
By becoming a Service Professional you are requesting, and you expressly
consent, to be contacted by potential customers, us and by our agents and representatives
via phone, fax, email, mail or other reasonable means, at any of your contact numbers or
addresses, even if you are listed on any federal, state, provincial or other applicable "Do
Not Call" list, and even if you have previously opted-out from receiving marketing emails
from us, in order that we may provide the Services, service your account, reasonably
address matters pertaining to your account, or for other purposes reasonably related to our
business, including marketing related emails.
At the Website you may create a professional profile that includes your
logo, related photos and describes your professional experience and capabilities, as well
as the services, trades, and tasks you are qualified to perform (“Professional Profile”).
Our customers (“Customers”) want the opportunity to consult with Service
Professionals about the possibility of contracting with a Service Professional to provide
services for specific projects or their own. “Customer Call” means a Customer calling a
Service Professional by means of the Website.
When a Customer calls a Service Professional off the Website using the
“Call for Estimate” feature, they will be connected with the selected Service Professional
via a “call tracking” phone number provided by GDHI Marketing LLC.
A “Call” is a Customer that has selected a Service Professional off the
Website and completed a call with the Service Professional using the “Call for Estimate”
feature or tracking phone number on your profile. You will be provided with a call
tracking account, login and password to access all customer calls.
A Customer’s call to a Service Professional does not obligate the
Customer to purchase any services from you, and does not obligate you to perform
services for the Customer; if you and a Customer agree to have you perform services, you
need to establish your own agreement with the Customer. Should you have a dispute with
any Customer, you must address such dispute with the Customer directly, we have no
obligation to provide dispute resolution services.
Customer Calls with Service Professionals: Your Obligations
You may update your Professional Profile from time to time, and are
obligated to ensure that the information in your Professional Profile is current and
You will complete and pay call fees for all Calls with each Customer that
calls you, provided that the Lead is calling in regards to your services provided and listed
in your profile.
You will allow no third party other than your employees or your
independent contractors acting on your behalf (collectively, “Personnel”) to contact or
provide any service to a Lead. You are responsible and liable for all acts and omissions of
Personnel and for ensuring that Personnel comply with all relevant provisions of this
Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Lead to
any other party, including any other Service Professionals.
If you participate in any promotion whereby we promote an offer or
discount related to your services as a Service Professional, whether by means of a
GoDabo Offering, via direct mail, or otherwise, you agree to abide by the terms of such
offer or discount.
Upon request you will provide us with documentation to verify the
representations you make in Sections 14(a) and 14(b) below.
You will notify us immediately if any of your representations or
warranties under Section 13(d) cease to be true or accurate, and hereby authorize us to
verify that all of these representations and warranties are true and accurate at any time
during the effectiveness of the Agreement.
You will not engage in any illegal acts or acts of wrongdoing, dishonesty
or unethical business practices with us, any Customer or other third party, including, but
not limited to, disclosing any user personal information to any third party.
You will at all times comply with all applicable federal, state, provincial,
local and other laws and regulations that apply to your activities.
In the event you participate in any promotion whereby we promote an
offer or discount related to your services, whether on the Website, via direct mail, or
otherwise, you agree to abide by the terms of such offer or discount.
License to Our Service Professional Program Trademark.
While this Agreement remains in effect, and while you remain in full
compliance with all terms set forth in the Agreement, we hereby grant you a non-
exclusive, non-transferrable, non-sublicenseable, license to use and display our then-
current trademark or logo identifying you as a Service Professional in connection with
3marketing your services business (the “Licensed Mark”). As of the date of this version of
the Terms and Conditions the Licensed Mark is the GoDabo Preferred Status seal.
You agree that any use or display of the Licensed Mark must comply with
all of our standards and guidelines, adopted by us from time to time, with respect to the
proper use and display of the Licensed Mark. You may use and display the Licensed
Mark solely in connection with the tasks or services you identify in your Professional
Profile with respect to which you are in compliance with all relevant obligations,
representations, and warranties in the Agreement (including any that might restrict your
performance of certain tasks or services to certain locations) (“Qualifying Services”). For
example, you may not use the Licensed Mark to promote your provision of plumbing
services in a given location unless the provision of such services by you would be a
Qualifying Service which means for example, that plumbing is identified in your
Professional Profile and that your performance of plumbing services in that location
would be in compliance with any local licensing requirements. You may only use the
Licensed Mark for its intended use, and you may not misrepresent us, the GoDabo
Offerings or any other products or services of us, your affiliation with us, or the Licensed
Mark itself. The license granted hereunder is solely for the use of the Licensed Mark;
you do not have any right to use the GoDabo name or any other GoDabo mark or logo
except as part of the Licensed Mark, but only to any extent we include them in the
You may access the Licensed Mark solely via the following methods: (i)
via a code snippet we provide to you for use online on your website, or (b) any other
method we generally offer. You may not make any changes or modifications to the
Licensed Mark (including the code snippet). Your use of the Licensed Mark shall be
only in the exact form and format in which we provide the Licensed Mark to you.
Your payment obligations are governed by this Agreement including all of
our then-current payment and pricing policies, which are hereby incorporated herein by
You will pay the then-current annual subscription fee for each year that
you are a Service Professional with us. As of the date of this version of the Terms and
Conditions, the annual subscription fee is $0.
By subscribing, you authorize us to charge you by means of your
provided payment method at the beginning of your initial one-year subscription term and
again at the beginning of any Renewal Term (defined below). We will, for example,
initiate an ACH transfer or process your credit card (for Canadian SP's, credit card only)
in advance, on a monthly, quarterly or annual basis, as applicable. You also authorize us
to charge you for any sales or similar taxes that may be imposed on your subscription
4payments. Upon the renewal of your subscription, if we do not receive payment from
your payment method or payment method provider you shall pay all amounts due on your
account upon demand; we may terminate or suspend your subscription and continue to
attempt to charge you by means of your payment method until payment is received.
After your initial subscription period, and again after any
subsequent subscription period, your subscription will automatically continue for an
additional equivalent period (each a "Renewal Term"), at the then-current renewal price
("Renewal Price"). If you want to change or terminate your subscription, you may do so
solely by emailing GoDabo Customer Care at firstname.lastname@example.org. If you cancel
your subscription, you may use your subscription until the end of your then-current
subscription term; your subscription will not be renewed after your then-current term
expires, and you won't be eligible for any refund of any portion of the subscription fee
paid for the then-current subscription period.
Any free trial or other promotion that provides a subscription to the
our Service Professional program automatically renews in the same manner as set forth
above , provided, however, that the price for any such Renewal Terms will be the
Renewal Price. You must cancel your subscription before the end of the trial period in
order to avoid being charged the Renewal Price.
We are not obligated to refund any subscription fees, except solely
in the event you rescind or terminate your subscription within the seventy-two (72) hour
period following your agreement to purchase a subscription.
You will pay a call fee for each completed Call, which is deemed to occur
when we a customer calls you using the “Call for Estimate” link or phone number on
your Profile on the Website. We will initiate an ACH transfer or process your credit card
(for Canadian SP's, credit card only) every (30) days for all call fees incurred during that
period. You also authorize us to charge you for any sales or similar taxes that may be
imposed on your Customer Call payments. Our call fee charged to you for a Customer
Call becomes final thirty (30) days after you are billed for the call period if you do not
submit a credit request prior to the next billing cycle.
We will issue you a call credit ("Credit") for any such payment if
you provide us with notice that the Customer Call failed to meet the relevant Customer
All Credits must be requested by you via your GoDabo call
tracking account (Currently CallCap) within thirty (30) days after the end of the monthly
billing cycle and monthly charge. You must list the reason for the call credit request in
the call tracking system, in the call notes section. All Customer Call Fees constitute
advertising fees paid by you to us and are in no way, referral commissions based upon
5your successful completion of services. Call Credits requested after (30) days will not be
considered and are considered valid and final charges.
When we issue a Credit to you, at our election we will issue the
Credit to your GoDabo account or to your payment method. Credits that are issued to
your GoDabo account will be issued in US dollars.
You acknowledge that it is your responsibility to ensure that the payment
and communication methods that you have selected in your account (including your
Professional Profile), and all contact and billing information, are kept up-to-date and
accurate. You agree to promptly notify us 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 that you will not receive a detailed account statement
unless you provide us with a valid email address or fax number. We will process your
balance due at the end of your billing period via your selected payment method. Past due
balances will be subject to a late charge equal to the lesser of 1.5% per month or the
maximum amount allowed by applicable law. In addition, any returned payments will
incur a $20 fee per transaction.
Any disputes about charges to your account must be submitted to us in
writing within thirty (30) days of the date such charges are incurred. You waive all
disputes not submitted to us within such thirty (30) day period, and all such charges will
be final and not subject to challenge.
Past due accounts may be turned over to a third-party collection agency
and reported to a credit rating agency. 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
You authorize us to charge you for any sales or similar taxes that may be
imposed on any payments you make under the Agreement.
Content Provided by You and Other User-Provided Content.
You agree that all of the content and information posted by you or your
agents or designees in GoDabo Offerings, including but not limited to comments,
testimonials, photographs, questions, answers, and any other content (collectively, “SP-
Provided Content”), is our sole and exclusive property, and that you have no right to
reproduce, post, publish, or otherwise use the SP-Provided Content other than for your
6personal use relating to a service request made by means of the GoDabo Offerings.
Further, to the extent permitted under applicable law, you waive and release and covenant
not to assert any moral rights that you may have in any SP-Provided Content posted or
provided by you.
We may make SP-Provided Content available to be viewed by the general
public. We may elect not to treat such SP-Provided Content as private, proprietary, or
We may elect to place advertising near and adjacent to SP-Provided
Content in any format or media (whether now or hereafter created) on or in GoDabo
Offerings in any manner that we deem appropriate or necessary, including, if submitted,
your name, voice and likeness throughout the world, and such acknowledgment and
agreement shall be perpetual and cannot be revoked for any reason.
We have the right to remove or refuse to post, or any reason or no reason
in our sole discretion, any “User-Provided Content,” meaning the Ratings and Reviews or
any other content in GoDabo Offerings that has been provided by Customers or other
users of GoDabo Offerings, including SP-Provided Content.
We have the right to take any action (e.g., edit, abridge, refuse to post, or
remove) with respect to any User-Provided Content that we deem necessary or
appropriate in our sole discretion, including if we believe that such User-Provided
Content violates the Agreement, including the “Content Standards,” (defined in Section
We have the right to disclose your identity or other information about you
to any third party who claims that material posted by you to a GoDabo Offerings violates
their rights, including their intellectual property rights or their right to privacy.
Without limiting the foregoing, we have the right to fully cooperate with
any law enforcement authorities or court order requesting or directing us to disclose the
identity or other information of anyone posting any materials on or through any GoDabo
Offering. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES,
LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING
FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING,
OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH
PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We do not undertake to review material before it is posted in a GoDabo
Offering, and cannot ensure prompt removal of objectionable material after it has been
posted. Accordingly, we assume no liability for any action or inaction regarding
transmissions, communications, or content provided by any user or third party. We have
7no liability or responsibility to anyone for performance or nonperformance of the
activities described in this section.
If a dispute arises between a Customer and you or any other user(s), we
may hold any or all relevant SP-Provided Content that is in dispute in pending status until
we determine that the disputed has been resolved.
The content standards set forth in this Section (the “Content Standards)
apply to any and all User-Provided Content and use of GoDabo Offerings. User-
Provided Content must in its entirety comply with all applicable federal, state, local, and
international laws and regulations. Without limiting the foregoing, User-Provided
Content must not:
Contain any material that is defamatory, obscene, indecent,
abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or
discrimination based on race, sex, religion, nationality, disability, sexual orientation, or
Infringe any patent, trademark, trade secret, copyright, or other
intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and
privacy) of others or contain any material that could give rise to any civil or criminal
liability under applicable laws or regulations or that otherwise may be in conflict with the
(v) Be likely to deceive any person.
(vi) Promote any illegal activity, or advocate, promote, or assist any
(vii) Cause annoyance, inconvenience, or needless anxiety or be likely
to upset, embarrass, alarm, or annoy any other person.
(viii) Impersonate any person, or misrepresent your identity or affiliation
with any person or organization.
Involve commercial activities or sales, such as contests,
sweepstakes and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us
or any other person or entity, if this is not the case.
8(xi) Be, or appear to be, false.
(xii) Disparage us.
(xiii) Threaten the personal safety of users of the GoDabo Offerings or
(xiv) Create liability for us.
Reservation of Rights. You acknowledge and agree that the GoDabo Offerings are
not sold to you. You do not acquire any ownership interest in the GoDabo Offerings
under the Agreement, or any other rights thereto other than to use the GoDabo Offerings
in accordance with the Agreement, subject to all terms, conditions and restrictions, under
this Agreement. GoDabo and its licensors and service providers reserve and shall retain
their entire respective rights, title, and interests in and to the GoDabo Offerings, including
all copyrights, trademarks and other intellectual property rights therein or relating thereto,
except as expressly granted to you in this Agreement.
Collection and Use of Your Information. You acknowledge that when you
download, install or use GoDabo Offerings, we may use automatic means (including, for
example, cookies and web beacons) to collect information about you and about your use
of the GoDabo Offerings. You also may be required to provide certain information about
yourself as a condition to downloading, installing or using the GoDabo Offerings or
certain of its features or functionality, and the GoDabo Offerings may provide you with
opportunities to share information about yourself with others. All information we collect
downloading, installing, using and providing information to or through the GoDabo
Offerings, you consent to all actions taken by us with respect to your information in
Geographic Restrictions. The GoDabo Offerings are based in the state of
Colorado in the United States and provided for access and use only by persons located in
the United States. You acknowledge that you may not be able to access all or some of the
GoDabo Offerings outside of the United States and that access thereto may not be legal
by certain persons or in certain countries. If you access the GoDabo Offerings from
outside the United States, you are responsible for compliance with local laws.
Updates. We may from time to time in our sole discretion develop and provide
GoDabo Offerings updates, which may include upgrades, bug fixes, patches and other
error corrections and/or new features (collectively, including related documentation,
"Updates"). Updates may also modify or delete in their entirety certain features and
functionality. You agree that we have no obligation to provide any Updates or to continue
to provide or enable any particular features or functionality.
Third Party Materials. The GoDabo Offerings may display, include or make
available third-party content (including data, information, applications and other products
services and/or materials) or provide links to third-party websites or services, including
through third-party advertising ("Third Party Materials"). You acknowledge and agree
that we are not responsible for Third Party Materials, including their accuracy,
completeness, timeliness, validity, copyright compliance, legality, decency, quality or any
other aspect thereof. We do not assume and will not have any liability or responsibility to
you or any other person or entity for any Third Party Materials. Third Party Materials and
links thereto are provided solely as a convenience to you and you access and use them at
entirely at your own risk and subject to such third parties' terms and conditions.
DMCA Policy. We respect the intellectual property rights of others. If you
believe that your copyright has been infringed, please send us a notice as set forth in
Copyright and DMCA Policy, which is hereby incorporated into these Terms and
Conditions. For other intellectual property claims, please send us a notice at
Term and Termination.
The term of the Agreement commences on the Effective Date, as that term
is defined above, and will continue in effect until terminated by you or GoDabo as set
forth in this Section 12.
You may terminate this Agreement by deleting the Apps, all elements of
the GoDabo Offerings, and all copies thereof, from your mobile device and all other
systems and media on which the foregoing may reside.
We may terminate this Agreement at any time without notice and without
cause. In addition, the Agreement will terminate immediately and automatically without
any notice if you violate any of the terms and conditions of the Agreement.
Upon termination of the Agreement: (i) all rights granted to you under the
Agreement will also terminate, and you must cease all use of the Apps, all elements of
the GoDabo Offerings, and delete the foregoing and all copies thereof, from your mobile
device and all other systems and media on which the foregoing may reside.
Representations and Warranties. You represent and warrant that:
Your Professional Profile is true and accurate.
You are, and at all times will be, properly and fully licensed, bonded and
insured (at levels in accordance with applicable industry standards) under all applicable
laws and trade regulations, and further, that you have not been turned down for insurance
coverage related to your provision of services with respect to which you participate in a
You, any predecessor entities, any majority shareholders, and partners or
members are free from, and have been free from as of three (3) years prior to your
entering this Agreement, any (i) bankruptcies, civil legal judgments within the last three
(3) years, and (ii) felony criminal convictions, OR you have provided us with an accurate
and truthful written statement detailing any exceptions.
You have not been sanctioned or penalized by any governmental
authorities in connection with your provision of services to any of your customers.
You have not been denied membership to (or had your membership
revoked from) any professional industry associations.
You had all necessary rights to post SP-Provided Content to a GoDabo
Offering, that the SP-Provided Content does and will comply with the Agreement, and
that you have all necessary rights to make the grants of rights to us set forth in the
Agreement. For purposes of this Section, the term “necessary rights” includes intellectual
property rights and any necessary releases from third parties.
Disclaimer of Warranties.
You understand that we cannot and do not guarantee or warrant that files
available for downloading from the internet or any GoDabo Offering will be free of
viruses or other destructive code. You are responsible for implementing sufficient
procedures and checkpoints to satisfy your particular requirements for anti-virus
protection and accuracy of data input and output, and for maintaining a means external to
our site for any reconstruction of any lost data. TO THE FULLEST EXTENT
PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE
CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR
OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT
YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER
PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY
SERVICES OR ITEMS OBTAINED THROUGH ANY GODABO OFFERING OR TO
YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY GODBABO
OFFERING, OR ON ANY WEBSITE LINKED TO ANY GODABO OFFERING.
YOUR USE OF ANY GODABO OFFERING, CONTENT OF ANY
GODABO OFFERING (INCLUDING USER-PROVIDED CONTENT OR CONTENT
PROVIDED BY SERVICE PROVIDERS), AND ANY SERVICES OR ITEMS
OBTAINED THROUGH ANY GODABO OFFERING (ALL OF THE FOREGOING
THE “SUBJECT SERVICES OR ITEMS”) IS AT YOUR OWN RISK. ANY SUBJECT
SERVICES OR ITEMS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS AND WITH ALL FAULTS AND DEFECTS, WITHOUT ANY WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, GODABO, ON ITS OWN BEHALF AND
11ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE
LICENSORS AND SERVICE PROVIDERS (THE “DISCLAIMING PARTIES”),
EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT SERVICES
OR ITEMS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,
AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING,
COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT
LIMITATION TO THE FOREGOING, THE DISCLAIMING PARTIES PROVIDE NO
WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY
KIND THAT THE SUBJECT SERVICES OR ITEMS WILL MEET YOUR
REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR
WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR
SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE
OR RELIABILITY STANDARDS OR BE ERROR FREE, AND THE DISCLAIMING
PARTIES MAKE NO WARRANTY OR REPRESENTATION WITH RESPECT TO
THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR
AVAILABILITY OF ANY SUBJECT SERVICES OR ITEMS. WITHOUT LIMITING
THE FOREGOING, NONE OF THE SUBJECT PARTIES REPRESENTS OR
WARRANTS THAT ANY SUBJECT SERVICES OR ITEMS WILL BE ACCURATE,
RELIABLE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED,
THAT ANY THE SERVER (OR OTHER MEANS) THAT MAKES ANY SUBJECT
SERVICES OR ITEMS AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS, OR THAT ANY GODABO OFFERING OR ANY
SUBJECT SERVICES OR ITEMS WILL OTHERWISE MEET YOUR NEEDS OR
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR
LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE
APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF
THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Your sole and exclusive remedy, and our sole obligation to you or any
third party for any claim arising out of your use of any Subject Items or Services is that
you are free to discontinue your use at any time.
Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN
NO EVENT WILL WE, OUR AFFILIATES, OR ANY OF OUR OR THEIR
RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS,
OFFICERS, OR DIRECTORS (“SUBJECT PARTIES”) BE LIABLE FOR DAMAGES
OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN
CONNECTION WITH THE AGREEMENT, YOUR USE, OR INABILITY TO USE,
ANY SUBJECT SERVICES OR ITEMS, INCLUDING ANY DIRECT, INDIRECT,
12SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY,PAIN AND
SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, COST OF
SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, COMPUTER
FAILURE OR INTERRUPTION, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF
BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL,
LOSS OF DATA, AND WHETHER ARISING OUT OF TORT (INCLUDING
NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, AND REGARDLESS
OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE RELEVANT
SUBJECT PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU EXCEED
THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US DURING THE
PRECEEDING TWELVE (12) MONTHS, REGARDLESS OF THE BASIS OR FORM
OF CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT
CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME
JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO
SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY
TO YOU; FOR EXAMPLE, SOME STATES AND PROVINCES DO NOT ALLOW
LIMITATIONS ON OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES. IN SUCH STATES AND PROVINCES, THE ABOVE EXCLUSIONS
MAY NOT APPLY TO YOU.
YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY
SHARE, DISTRIBUTE, TRANSFER, OR SELL A GODABO SERVICE REQUEST,
OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH
OF CONTRACT AND FRAUDULENT MATTER THAT COULD CONSTITUTE
INVASION OF PRIVACY RIGHTS OR VIOLATIONS OF RIGHTS, SIGNIFICANT
COSTS AND DAMAGES TO OTHERS AND TO GODABO AND OTHER SERVICE
PROFESSIONALS. WE MAY LOSE TIME AND RESOURCES IN ITS EFFORTS TO
RESPOND TO SUCH A VIOLATION. THERE ALSO MAY BE REGULATORY
FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND
BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH APPLICABLE LAWS
AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE
AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND
PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU
KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE
REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER
THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT (“WRONGFUL
DISCLOSURES”), YOU AGREE TO FULLY INDEMNIFY (IN ACCORDANCE
WITH SECTION 17(b) BELOW) THE INDEMNIFIED PARTIES (AS THAT TERM IS
13DEFINED IN SECTION 17(b) BELOW) AND ACKNOWLEDGE AND ACCEPT
LIABILITY TO US, FOR ALL THE DAMAGES, WHETHER DIRECT OR
INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR
JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
You shall fully protect, indemnify and defend GoDabo and all of its
agents, officers, directors, shareholders, suppliers, partners, employees, affiliates and
each of their successors and assigns ("Indemnified Parties") and hold each of them
harmless from and against any and all claims, demands, liens, losses, deficiencies,
damages, causes of action, judgments, settlements, interest, awards, penalties, fines,
costs, expenses of any kind (including attorneys’ fees), 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, relating to or 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, Wrongful Disclosures
(as defined in Section 17(a) above), your services, your breach of any representations,
warranties, and obligations under the Agreement, your advertising, SP-Provided Content,
or your use of the Licensed Mark, regardless of cause or of any fault or negligence of
GoDabo or other 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 GoDabo or other Indemnified Parties. Furthermore, you agree that GoDabo
assumes no responsibility for SP-Provided Content.
Export Regulation. The GoDabo Offerings may be subject to US export control
laws, including the US Export Administration Act and its associated regulations. You
shall not, directly or indirectly, export, re-export or release the GoDabo Offerings to, or
make the GoDabo Offerings accessible from, any jurisdiction or country to which export,
re-export or release is prohibited by law, rule or regulation. You shall comply with all
applicable federal laws, regulations and rules, and complete all required undertakings
(including obtaining any necessary export license or other governmental approval), prior
to exporting, re-exporting, releasing or otherwise making the GoDabo Offerings available
outside the US.
US Government Rights. The Application is commercial computer software, as
such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US
Government or any contractor therefor, you receive only those rights with respect to the
Application as are granted to all other end users under license, in accordance with (a) 48
C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of
Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US
Government licensees and their contractors.
Arbitration and Governing Law.
Any controversy or claim arising out of or relating to the Agreement, or
the breach thereof, shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Consumer Arbitration Rules (“AAA
CAR”), and judgment on the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. Any arbitration shall be conducted in Denver,
The following proceedings may be commenced only in the federal of state
courts located in Denver, Colorado: any proceeding to enforce this arbitration provision,
including any proceeding to confirm, modify, or vacate an arbitration award; any
litigation in the event that this arbitration provision is for any reason held to be
unenforceable; any litigation in small claims court. You hereby irrevocably consent to
the jurisdiction of those courts for such purposes. You acknowledge and agree that
litigation in small claims court for any matter arising out of or relating to the Agreement
is not allowed except to any extent allowable under the AAA CAR.
The Agreement, including these Terms and Conditions, and any dispute
rising out of or relating thereto between you and us, shall be governed by and construed
in accordance with the internal laws of the state of Colorado without regard to principles
of conflicts of law, and any laws expressly identified in the AAA CAR but solely to the
extent of any limited purposes such laws would apply under the AAA CAR.
We each agree that any dispute resolution proceedings will be conducted
only on an individual basis and not in a class, consolidated, or representative action. If for
any reason a claim proceeds in court rather than in arbitration, we each waive any right to
a jury trial. We also both agree that you or we may bring suit in court to enjoin
infringement or other misuse of intellectual property rights. Notwithstanding anything to
the contrary in the Agreement, we may seek injunctive or other relief in any state, federal,
or national court of competent jurisdiction for any actual or alleged infringement of our
or any other person or entity's intellectual property or proprietary rights. You waive any
and all objections to the exercise of jurisdiction over you by such courts and to venue in
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING
OUT OF OR RELATING TO THE AGREMENT OR USE OF ANY GODABO
OFFERING MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE
OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS
Waiver. No waiver us of any term or condition set out in the Agreement shall be
deemed a further or continuing waiver of such term or condition or a waiver of any other
term or condition, and any failure by us to assert a right or provision under the Agreement
shall not constitute a waiver of such right or provision.
Severability. If any provision of the Agreement is held by a court or other
tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason,
such provision shall be eliminated or limited to the minimum extent such that the
remaining provisions of the Agreement will continue in full force and effect.
Entire Agreement. The Agreement constitute the sole and entire agreement
between us regarding its subject matter, including the GoDabo Offerings, and supersedes
all prior and contemporaneous understandings, agreements, representations, and
warranties, both written and oral, regarding the foregoing.
Modifications. Except to the extent the Agreement expressly allows us to revise
and update the Agreement, the Agreement may not be modified or amended other than by
an agreement signed by both parties.
Assignment. You shall not assign or otherwise transfer any of your rights, or
delegate or otherwise transfer any of your obligations or performance, under the
Agreement without our prior written consent. Any purported assignment, delegation or
transfer in violation of this Section is void.
Successors. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective permitted successors and permitted assigns.
Headings or Titles. The section headings or titles in the Term and Conditions for
GoDabo Service Professionals are for convenience only and have no legal or contractual
Singular and Plural. The singular of any term, including any defined term, shall
include the plural and the plural of any term shall include the singular.