ServiceLive Connect Agreement
Effective Date: October 30, 2012

This agreement ("Agreement") is a contract between ServiceLive, Inc. ("we" or "ServiceLive") and you (the individual or entity, "you" or "User"). This Agreement is effective when you click the ‘Submit’ button on the servicelive.com website ("Site"). This Agreement incorporates by reference the Terms of Use for the Site ("Terms of Use"), governs your use of the Site, the Services (as defined below) provided by ServiceLive and the transactions conducted through the Site (collectively, "ServiceLive Connect"). In the event of any conflict between the Terms of Use and this Agreement, the terms of this Agreement control.

We reserve the right to modify the terms of this Agreement and the Terms of Use at any time without prior notice to you. Therefore, we recommend that you read these terms carefully each time you use this Site. Capitalized terms used herein, but not defined herein, will have the meaning set forth in the Terms of Use. In consideration of the each of our obligations below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we each agree as follows:

1. ServiceLive Connect Service.

The ServiceLive Connect service is a venue for matching Users with local independent contractors (each an "Independent Contractor") who may be able to assist Users with a wide variety of service projects, from fixing broken appliances to installing new windows, and much more. While ServiceLive cannot guarantee that Independent Contractors will be available for every project, we strive to create a match between Users and Independent Contractors to quickly and easily connect Users with local companies in our network.

2. Information You Provide to ServiceLive

While using the ServiceLive Website, you will be asked to provide certain information about yourself and your service requirements, if you request services. You agree that your information may be sent to Independent Contractor(s), who will need this information to respond to your request. By providing this information to ServiceLive, or by submitting a Service Project Description, you expressly consent to the sharing of any personal information provided to ServiceLive with Independent Contractor(s) or other third parties to provide you with the services described on the ServiceLive Website. You further consent to ServiceLive's use and display of anonymous data records based on your information, including your first name, city, and a description of the services.

You are responsible for providing accurate information. If you provide any information that is incomplete or inaccurate, ServiceLive maintains the right to refuse your use of any ServiceLive services.

3. Service Project Requests

A User may submit a request for quotes for service or work ("Service Project Description") from Independent Contractor(s) through the Site. Users must provide the required information to submit a valid Service Project Description. All Service Project Requests must be lawful and not in violation of any city ordinance, state, local or federal law. The User must provide sufficient descriptive information to allow Independent Contractor(s) to evaluate the request and provide an accurate quote for the services to be provided.

Your Service Project Request must (a) not be fraudulent; (b) not infringe any third party's trademark, copyright, patent, or other proprietary rights; (c) not violate any law, statute, ordinance, or regulation; (d) not be defamatory, libelous, threatening or harassing; and (f) not contain any computer programming routines that are may damage, interfere with, or surreptitiously intercept or expropriate any system, data or personal information.

After submission of a Service Project Description, ServiceLive will match the User with up to three Independent Contractors to provide quotes based on the submission. ServiceLive provides no guarantee that any Independent Contractors will be willing and able to provide the requested services at the time and place requested by the Users.

If the User accepts a quote from an Independent Contractor, the user agrees to pay the Independent Contractor for the services it provides and is entering into a legally binding agreement to pay the Independent Contractor for its services.

4. Independent Contractors

In registering with ServiceLive, Independent Contractors represent that they are duly licensed (if applicable) and have the qualifications, experience and ability to properly perform their offered services. ServiceLive is not responsible for any inaccuracies in the information provided by Independent Contractors and it is up to you to verify the information or representations made by the Independent Contractors. Users are responsible for determining which licenses, if any, are required for their Service Project Descriptions. Before beginning any project, you should confirm all licensing requirements with your state and local authorities and your Independent Contractor.

ServiceLive may require that a representative from each Independent Contractor pass, from time to time, a background check, as required by ServiceLive, in its sole discretion. You acknowledge that such checks will be performed by a third party and that ServiceLive will have no liability for such background checks, regardless of whether ServiceLive selects the background check provider and/or pays for the background checks. Further, you acknowledge that every background check process has limitations and that ServiceLive does not represent that an individual who has passed such a check does not have a criminal history or criminal propensities. You acknowledge that you must determine for yourself what, if any, reliance you choose to place on such checks. We generally perform background checks on the Independent Contractor's principal/owner named during the registration of the Independent Contractor with the ServiceLive Site. We also periodically update such representative’s check thereafter. These background checks search for certain criminal records, sex offender records, and social security verification for the representative of the Independent Contractor. Background checks reflect that individual's background at the time of the search. Accordingly, ServiceLive does not and cannot warrant that the background check is up-to-date or current. Further, background checks are not applicable to any Independent Contractor employees or workers except the representative of the Independent Contractor business named by the Independent Contractor during registration and therefore the representative who contacts you may or may not be background checked.

5. Insurance and Bonding

Independent Contractors may include insurance and bonding information in their profiles. ServiceLive does not verify this information. Independent Contractors are required to submit complete information and maintain current profiles. Before you proceed with a project, you should confirm any insurance and/or bonding requirements with your state and local authorities and your Independent Contractor.

6. No Endorsement of Independent Contractors or Warranty of Independent Contractors.

ServiceLive does not endorse or recommend the services of any particular Independent Contractor. It is entirely up to the User to enter into a direct agreement with an Independent Contractor. SERVICELIVE DOES NOT WARRANT THE INDEPENDENT CONTRACTOR'S PERFORMANCE ON THE SERVICE PROJECT DESCRIPTION. SERVICE LIVE DOES NOT WARRANT THE QUALITY OF THE SERVICES PERFORMED OR THE OUTCOME OF THE PROJECT. INDEPENDENT CONTRACTORS ARE NOT EMPLOYEES OR AGENTS OF SERVICELIVE. THE INDEPENDENT CONTRACTOR IS NOT AN AGENT OF SERVICELIVE. SERVICELIVE DOES NOT PERFORM, AND IS NOT RESPONSIBLE FOR, ANY OF THE SERVICES REQUESTED BY THE USER. YOU EXPRESSLY ACKNOWLEDGE THAT SERVICELIVE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE ACCURACY OF INDEPENDENT CONTRACTOR INFORMATION OR THE QUALITY OF SERVICES RENDERED BY ANY INDEPENDENT CONTRACTOR.  YOU AGREE THAT SERVICELIVE WILL HAVE NO LIABILITY (REGARDLESS OF THE THEORY OF RECOVERY) ARISING OUT OF YOUR INTERACTION WITH ANY PERSON REFERRED BY SERVICELIVE AND/OR ANY CONTRACT YOU ENTERED INTO WITH AN INDEPENDENT CONTRACTOR.

7. Interactions and Disputes with Independent Contractors

ServiceLive is not responsible for any disputes between Users and Independent Contractors and is not responsible for disputes, claims, losses, injuries or damage of any kind that might arise out of or related to conduct of Independent Contractors. Your rights under agreements you enter into with Independent Contractors are governed by the terms of those contracts and by applicable federal, state, and local laws. Any dispute with Independent Contractors must be addressed with the Independent Contractors directly.  YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH INDEPENDENT CONTRACTORS.

8. Earning ShopYourWay Rewardssm Points

When submitting a Service Project Description that is matched with one or more Independent Contractors, members of the ShopYourWay Rewards Program ("SYWR") earn SYWR points subject to the terms of this section 8. Earning and redeeming points are subject to the Terms and Conditions of the ShopYourWay Rewardssm Program available at http://www.shopyourway.com/sywr-terms-of-service. At a minimum, SYWR members will earn the following points for each Service Project Description:

When submitting a Service Project Description, SYWR Members must enter their SYWR number when prompted during the submission process. Points will not be awarded for submissions without a SYWR number associated with the submission. By submitting your Service Project Description, you represent that the Service Project Description represents a bona fide request for service under the terms of this Agreement.

Please allow up to 6-8 weeks for points to post to your Shop Your Way account following the date of the submission.

9. Consumer Verification

You are responsible for verifying that the information presented by Independent Contractors is accurate. ServiceLive does not verify all information or documents provided by Independent Contractors. Users should investigate Independent Contractor information, including whether Independent Contractors are qualified to perform the services, under investigation for violation of any law or ordinance, and carry appropriate general liability insurance or bonding. ServiceLive is not responsible for the information received by Users from any third party

10. Release

YOU ACKNOWLEDGE THAT, IN EXCHANGE FOR YOUR USE OF THE SITE AND/OR THE OPPORTUNITY TO POST SERVICE PROJECT REQUEST YOU HEREBY RELEASE SERVICELIVE AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS, ASSIGNS, INSURERS, AGENTS, LICENSEES, AND DISTRIBUTORS (COLLECTIVELY, THE "SERVICELIVE COVERED PARTIES") FROM ANY DAMAGES OR LIABILITY WHATSOEVER RELATED TO YOUR USE OF THE SITE, THE OPERATION OF THE SITE, YOUR ENGAGEMENT OF AN INDEPENDENT CONTRACTOR AND ANY OF THE SERVICES, INCLUDING ANY INFORMATION PROCESSING SERVICES (COLLECTIVELY, THE "COVERED ITEMS"). YOU IRREVOCABLY WAIVE ANY CLAIMS THAT YOU MAY HAVE IN CONNECTION WITH THE COVERED ITEMS (INCLUDING CLAIMS OF DEFAMATION, BAD FAITH, CONSPIRACY, TORTUOUS INTERFERENCE WITH CONTRACT, ETC.). YOU FURTHER AGREE TO INDEMNIFY THE SERVICELIVE COVERED PARTIES AGAINST ANY AND ALL DAMAGES OR LIABILITY THAT THE SERVICELIVE COVERED PARTIES MAY INCUR, INCLUDING ATTORNEYS FEES AND COSTS, IN CONNECTION WITH THE COVERED ITEMS.

If you are a California resident, you waive California civil code section 1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

11. Defense and Indemnification

To the fullest extent permitted by law, you will, at your own expense, defend the ServiceLive Covered Parties against any allegation (regardless of whether it is false, fraudulent or groundless  or whether it alleges any negligence, willful misconduct or culpability by ServiceLive or any of the ServiceLive Covered Parties) in any claim, complaint, demand, investigation, suit, proceeding or cause of action that arises, directly or indirectly, from: (a) any act or omission related to the performance of (or failure to perform) Service Orders, including any actual or alleged: (1) failure to pay for the services provided, (2) defect or improper service by Independent Contractor , or (3) any of your personnel, (b) any breach or default under: (1) any covenant or provision of this Agreement, or (2) any law, statute, or state ordinance or any governmental administrative order, rule or regulation, and (c) any claim by your personnel (collectively, "Claims"). You will use counsel reasonably satisfactory to ServiceLive in the defense of Claims against ServiceLive Covered Parties. ServiceLive may, at its election, take control of defense and investigation of Claims against ServiceLive Covered Parties, and may employ and engage attorneys of its own choice to manage such Claims, at your cost, risk and expense, provided that ServiceLive and its counsel will proceed with diligence and good faith with respect thereto.

To the fullest extent permitted by law, you will, at your own expense, release, indemnify and hold harmless all ServiceLive Covered Parties from any and all loss, damage, cost, expense, fines, penalty, judgment, and any other liability, including reasonable attorneys' fees and expenses and costs of investigation incurred by any ServiceLive Covered Parties arising out of any Claim. Your failure to secure and maintain insurance coverage will not relieve you of your responsibilities under this section 10 to a ServiceLive Covered Party.

In the event of a failure by you to fully perform in accordance with this section 10, ServiceLive, at its option and without relieving you of your obligations hereunder, may so perform, but all costs and expenses so incurred by ServiceLive in that event will be reimbursed by you to ServiceLive, together with interest of the same from the date any such expense was paid by ServiceLive until reimbursed by you at the maximum rate allowed by law.

SERVICELIVE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSS OF OR DAMAGE TO ANY OF YOUR PROPERTY. SERVICELIVE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANYONE CLAIMING BY, THROUGH, OR UNDER YOU INCLUDING, YOUR SHAREHOLDERS, DIRECTORS, OR PERSONNEL FOR ANY LOSS OR DAMAGE THAT MAY BE OCCASIONED BY OR THROUGH THE ACTS OR OMISSIONS OF ANY PERSON (INCLUDING ANY SERVICELIVE PERSONNEL, ANY PROVIDER FIRM OR ITS PERSONNEL, OR ANY PERSON AT A SERVICE LOCATION).

12. Disputes

By visiting the Site, you agree that the laws of the State of Illinois, without regard to principles of conflict of laws, govern your use of the Site, this Agreement and any dispute of any sort that might arise between you and ServiceLive. Any dispute relating in any way to your visit to or participation on the Site shall be submitted to confidential arbitration in Chicago, Illinois, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Illinois, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

13. General.

Force Majeure. ServiceLive will not be liable to any User for any failure or inability to perform or for delay in performance of hereunder if caused by any strike, lockout, labor dispute, inability to obtain labor or material, act of God, governmental restriction, regulation or control, enemy or hostile governmental action, civil commotion, insurrection, sabotage, fire or other casualty or by any event similar to the foregoing beyond the control of such party, however the time to perform such obligation or satisfy such condition will be postponed by the period of time consumed by the delay. If ServiceLive, as a result of any such event, is unable to exercise any right within any prescribed time limit, then such time limit will be postponed for the period of time consumed by such delay.

Publicity. You will not use ServiceLive's name, trademarks, service marks or commercial symbols or logos ("ServiceLive Marks") in any manner without ServiceLive's prior written approval, including in any advertising, promotional activities or publicity releases. Further, if it becomes advisable at any time in ServiceLive, sole discretion for you to modify or discontinue the use of such ServiceLive Marks, you will comply immediately with ServiceLive's instructions.

 Applicable Law and Disputes and Arbitration. For clarity, we note that the Sections in the Terms of Use entitled Applicable Law (i.e., Illinois law) and Disputes (including the requirement for Arbitration in Chicago, IL) also apply to this Agreement.

No Assignment. You may not assign this Agreement or your rights or obligations hereunder without the prior written consent of ServiceLive.

Severability. If any provision of this Agreement is held to be contrary to any law to which it is subject, such provision will be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement.

 Waivers. No waiver of any provision of this Agreement or breach thereof will be implied by failure to enforce any rights or remedy herein provided, and no express waiver will affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.

Communications. Due to the inherent nature of the Internet and electronic communication transactions, you agree that ServiceLive is not responsible for the accuracy of all transmissions to or from the Site or for any interception by unauthorized third parties of such communications. We may monitor the IP addresses you use to access our Site.

Not Our Agent. You are not authorized to, and you will not enter into any agreement, make purchases or incur any other obligation or expense of any kind in the name of or on behalf of ServiceLive under any circumstances.

 Cumulative Rights and Remedies. All rights and remedies are cumulative, and the exercise of any right of remedy herein provided will be without prejudice to the right to exercise any other right or remedy provided herein, by law or by equity.

Notices. You agree that ServiceLive may send all notices to you in electronic form to the email address you submit during your use of the Site and that such notices will have the same effect as written notices personally served on you. Further, you agree on your behalf that ServiceLive may send you messages to the mobile phone numbers you submit through the Site and you acknowledge that you may be charged fees by your/their mobile phone provider in connection with such messages (and that such fees are not ServiceLive's responsibility).

Construction and Survival. This Agreement supersedes all prior written and unwritten agreements and understandings (other than the Terms of Use) between the parties with respect to the subject matter described herein. This Agreement are binding upon the parties hereto and their respective executors, administrators, heirs, assigns, and successors in interest, and will not be modified except by: (a) written agreement signed by both ServiceLive and you, or (b) ServiceLive posting revised Terms on the Site (which revised Terms will be binding on you and your personnel who continue to use the Site or post Service Orders. In this Agreement, the term "include" and its derivatives ("including," "e.g." and others) mean "including but not limited to." Any provisions of this Agreement that would, by their nature, survive the termination or expiration of this Agreement will so survive.

Entire Agreement. This Agreement together with the Terms of Use constitutes the entire agreement between you and ServiceLive with respect to the subject matter herein. No representative of either party has or will have authority to make any oral modification to this Agreement.  If you choose to become a "Buyer" on the Site, the Buyer Agreement (and not this Agreement) shall govern your activities as a Buyer.

Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. You may enforce this Agreement only on behalf of yourself.

End of Agreement