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TERMS OF USE AND USER AGREEMENT


I.                  Introduction


Welcome to mypros.com. This site is provided by MYPROS, Inc. (referred to throughout Site and these Terms of Use as “mypros.com”) as a service to You (defined below) and all Users (defined below), Contractors (defined below) and Registered Members (defined below).  Please review these Terms of Use carefully.  They consist of rules and conditions that govern Your use of the mypros.com Site (defined below), and form a legally binding contract between You and mypros.com (which contract is referred to herein as the “User Agreement” and/or these “Terms of Use”).  Please note that Your use of the mypros.com site (the “Site”) constitutes Your unconditional agreement to follow and be bound by this User Agreement.  Although You may access the Site in different ways, such that You may bypass this User Agreement, Your use of this Site still binds You to this User Agreement.  Mypros.com reserves the right to update or modify this User Agreement at any time without prior notice to You.  Your use of the Site following any such change constitutes Your unconditional agreement to follow and be bound by this User Agreement, as changed.  For this reason, we encourage You to review this User Agreement whenever You use this Site.

 

II.                  Definitions


A.                Contractor. The term “Contractor” as used in this User Agreement and on the Site shall mean and collectively refer to any and all contractors, repair persons or companies, service providers, and businesses (regardless of entity type) who are listed and/or referred to on the Site.  Contractors may be Reviewed by the Site’s Registered Members, the process for which is explained below.  Contractors may or may not pay certain fees to be listed on the Site.  Contractors may advertise on the Site.  Based upon mypros.com’s sole and absolute discretion, Contractors may also be certified by mypros.com and mypros.com’s certification system may offer different levels of Contractor certification (“Certification”).  All Contractors are parties to, and are bound to the terms and conditions provided in a certain contract that each Contractor enters into with mypros.com (the “Contractor Agreement”) and are also bound to this User Agreement.


B.                 User.  The term “User” as used in this User Agreement and on the Site shall mean and collectively refer to You (defined below) and any and all other persons or business entities that access the Site and use it in any way or fashion.  Users shall include all Registered Members and Contractors, together with all other users of the Site even if they are not a Registered Member or a Contractor.  In other words, while all Registered Members shall be considered Users, a User does not have to be a Registered Member to be considered a User.


C.                 Registered Member.  The phrase “Registered Member” as used in this User Agreement and on the Site shall mean and collectively refer to all Users who register with mypros.com and/or on the Site by completing the registration process offered on the Site.


D.                You.  The terms “You”, “Your” and “Yourself” as used in this User Agreement and on the Site shall mean and collectively refer to you, a User of the Site.


III.                  Use of this Site


By using the Site, You become a party to this User Agreement and enter into a legally-binding contract with mypros.com.  You certify that You are 18 years of age or older.  If You are under the age of 18, but at least 13 years of age, You may use this Site only under the supervision of a parent or legal guardian who agrees to be bound by this User Agreement.  Mypros.com does not knowingly or intentionally collect personal information about children under the age of 13.  Children under the age of 13 may not use this Site and parents or legal guardians may not agree to this User Agreement on their behalf.  If You are a parent or legal guardian agreeing to this User Agreement for the benefit of a child between the ages of 13 and 18, be advised that You are fully responsible for his or her use of this Site, including all financial charges and legal liability that he or she may incur.  If You do not agree to (or cannot comply with) this User Agreement, do not use this Site.  You agree that all billing and registration information You have provided or may provide shall be truthful and accurate.  Providing any untruthful or inaccurate information constitutes a breach of this User Agreement.

 

All materials, including images, text, illustrations, designs, icons, photographs, diagrams, programs, video clips and written and other materials that are part of this Site (collectively, the “Contents”) are intended solely for personal, non-commercial use, unless otherwise provided in the Contractor Agreement.  You may download, copy or print the Contents and other downloadable materials displayed on the Site for Your personal use only, unless otherwise provided in the Contractor Agreement.  No right, title or interest in the Contents, or any other downloaded materials or software, is transferred to You as a result of any such downloading or copying.  You may not reproduce (except as noted above), publish, play, perform, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Site or any related software. All software used on this Site is the property of mypros.com or its suppliers or licensors, and protected by U.S. and international copyright laws.  The Contents and software on this Site may be used only for their intended purpose; that is, as a gateway for contractors and potential clients to be introduced to one another, and for related purposes for both the clients and the contractors.  You may not, without mypros.com’s prior express written permission, “mirror” any Contents contained on the Site on any other server. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Contents on this Site is strictly prohibited.  An additional discussion of use restrictions related to the Site is found in Section XVIII.  Mypros.com is a trademark of MYPROS, Inc.


IV.                  Reviews.


Registered Members may post reviews of Contractors, provided that such Registered Member has had a personal experience using, contacting or otherwise interacting with such Contractor (individually, a “Review” and collectively, the “Reviews”).  By posting a Review, You hereby consent and agree that the Contractor whom You Reviewed may contact You regarding Your Review via the email address You provided upon registering for the Site.  Such contact is established through the Site, without the Contractor viewing Your email address, the process for which is more thoroughly discussed in the Site’s Privacy Policy.  The Registered Member posting a Review represents and warrants that (i) all posted Reviews are and shall be accurate, truthful and honest; (ii) no unnecessarily disparaging or false Reviews may be posted; (iii) no inappropriate or foul language shall be used in any Review; and (iv) no Review shall contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam.”  You grant mypros.com the right to use the name that You submit in connection with any Review and understand that Your Review will be used in the Ratings (defined below). You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Review You submit. You are and shall remain solely responsible for the content of any Review You make, and You (and all Registered Members) agree to and are hereby bound by the Release of Liability, Assumption of Risk, Waiver of Liability and Indemnification provisions found in Section VIII of these Terms of Use with regards to all posted Reviews.  Pursuant to Section XI of these Terms of Use, all Reviews, upon submission, shall and hereby do become mypros.com’s Intellectual Property (defined below) and no compensation shall be provided to any Registered Member for providing a Review.  Pursuant to the Site’s Privacy Policy, information contained in the posted Reviews may be sold or licensed by mypros.com to various third parties, and You hereby acknowledge that mypros.com may do so without paying any compensation whatsoever to You.  Pursuant to Section VII of these Terms of Use, mypros.com does not provide any warranty, express or implied, with regards to any Review, and hereby expressly disclaims any and all warranties and guarantees with regards to all Reviews, including, without limitation, the implied warranties of fitness for a particular purpose and merchantability.  All Reviews are offered and provided “as is”, “where is” and “with all faults.”  Mypros.com reserves the right to edit, remove and permanently delete any Review, based upon its sole and absolute discretion.  Mypros.com does not provide any warranty or representation that a Review will be posted upon submission, that that a posted Review will remain on the Site for any period of time, or at all, or that a Review will be kept confidential.  To the contrary, all Reviews shall be available to the general public and to all Users of the Site and shall be used in the Ratings.  If a Contractor believes that a false or inappropriate Review has been posted about it, such Contractor may contact mypros.com, by sending an email message to reviews@mypros.com with an appropriate explanation as to why it believes the posted Review is false and/or inappropriate.  Mypros.com may, but is not obligated to, consider such an explanation, and take what it deems, in its sole and absolute discretion, the necessary action or actions, if any, including, without limitation, contacting the Registered User who posted the Review and/or editing, removing or permanently deleting the Review.

 

To the extent You are construed to have any rights in or to any Review, You hereby irrevocably and exclusively transfer, assign, and convey to mypros.com every right (both tangible and intangible), title, and interest in and to all Reviews, including, without limitation, all copyright ownership, and all exclusive rights pertinent thereto (including, without limitation, all exclusive rights to – by all technologies now known or later developed – (i) reproduce the Reviews, (ii) prepare derivative works of the Reviews, (iii) distribute copies of the Reviews to the public by sale or other transfer of ownership or by rental or lease; and (iv) display the Reviews publicly), all moral rights, artist’s rights, all rights to pre-existing causes of action related to the Reviews, if any, and any and all other intellectual property rights, and any and all other rights or interests of any kind or nature whatsoever.


V.                  Ratings.


The Reviews, together with other information and data, shall be used to generate a rating for the Contractors (the “Ratings”).  The Ratings will also be generated and organized based upon the Contractors’ participation on the Site, including, without limitation, a Contractor’s participation in or on the Site Resource Pages (defined below) or by uploading repair video clips, articles or other useful information on that Contractor’s profile page, or other use or interaction on or through the Site by the Contractor.

 

While mypros.com offers the Ratings as a service to You, the Users and the Registered Members of the Site, it will not and cannot accept any responsibility for the Ratings.  By Your use of the Site, You hereby unconditionally agree to the forgoing sentence and agree to be bound by it, together with the Release of Liability, Assumption of Risk, Waiver of Liability and Indemnification provisions found in Section VIII of this User Agreement with regards to all Ratings.  Pursuant to Section XI of this User Agreement, all Ratings shall and hereby do become mypros.com’s Intellectual Property (defined below) and no compensation shall be provided to any Registered Member or Contractor for providing a Review or otherwise contributing to the Ratings.  Pursuant to Section VII of these Terms of Use, mypros.com does not provide any warranty, express or implied, with regards to any RATING, and hereby expressly disclaims any and all warranties and guarantees with regards to all RATINGs, including, without limitation, the implied warranties of fitness for a particular purpose and merchantability.  All RATINGs are offered and provided “as is”, “where is” and “with all faults.”  Mypros.com reserves the right to edit, remove and permanently delete any Rating, based upon its sole and absolute discretion.  Mypros.com does not provide any warranty or representation that a Rating will be posted, that that a posted Rating will remain on the Site for any period of time, or at all, or that a Rating will be kept confidential.  To the contrary, all Ratings shall be available to the general public and to all Users of the Site.  If a Contractor believes that a false or inappropriate Rating has been posted about it, such Contractor may contact mypros.com, by sending an email message to reviews@mypros.com with an appropriate explanation as to why it believes the posted Rating is false and/or inappropriate.  Mypros.com may, but is not obligated to, consider such an explanation, and take what it deems, in its sole and absolute discretion, the necessary action or actions, if any, including, without limitation, contacting the Registered Users who posted any Review with regards to the rated Contractor, and/or editing, removing or permanently deleting the Rating.

 

To the extent You are construed to have any rights in or to any Rating, You hereby irrevocably and exclusively transfer, assign, and convey to mypros.com every right (both tangible and intangible), title, and interest in and to all Ratings, including, without limitation, all copyright ownership, and all exclusive rights pertinent thereto (including, without limitation, all exclusive rights to – by all technologies now known or later developed – (i) reproduce the Ratings, (ii) prepare derivative works of the Ratings, (iii) distribute copies of the Ratings to the public by sale or other transfer of ownership or by rental or lease; and (iv) display the Ratings publicly), all moral rights, artist’s rights, all rights to pre-existing causes of action related to the Ratings, if any, and any and all other intellectual property rights, and any and all other rights or interests of any kind or nature whatsoever.


VI.                  Site Resource Pages


The Site shall feature a Q&A (question and answer) page (the “Q&A Page”), an education center (the “Education Center”) and a blog (the “Blog”).  The Q&A Page, the Education Center and the Blog are referred to in this Agreement collectively as the “Site Resource Pages” and individually as a “Site Resource Page.”  On the Q&A Page, Registered Members and Registered Contractors may be able to post questions about and answers to issues pertaining to home improvement and repairs and appliance repairs.  The Education Center shall be an area of the Site where Mypros.com and Registered Contractors may be able to upload and/or post articles pertaining to home improvement and repairs and appliance repairs.  The Blog shall be an area of the Site where Mypros.com and Registered Contractors may be able to post and comment to messages pertaining to home improvement and repairs and appliance repairs.  Registered Members and Contractors posting any content to any Site Resource Page represent and warrant that (i) such content is and shall be accurate, truthful and honest; (ii) no unnecessarily disparaging or false posts shall be made; (iii) no inappropriate or foul language shall be used in any such content; and (iv) no such content shall contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam.”  You are and shall remain solely responsible for all content you post, upload, offer, write or submit for any Site Resource Page (collectively, the “Site Resource Page Content”).  You grant mypros.com the right to use the name that You submit in connection with any Site Resource Page Content submitted by You and understand that Your Site Resource Page Content may be used in the Ratings. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Site Resource Page Content You submit.

 

While mypros.com offers the Site Resource Pages as a service to You, the Users, the Registered Members and the Contractors, it will not and cannot accept any responsibility for the Site Resource Pages or the accuracy thereof.  If You chose to use any information provided in any Site Resource Page, You hereby agree that You do so at Your own Risk.  By Your use of the Site, You hereby unconditionally agree with the forgoing sentences and agree to be bound by them, together with the Release of Liability, Assumption of Risk, Waiver of Liability and Indemnification provisions found in Section VIII of these Terms of Use with regards to all Site Resource Page Content.  Pursuant to Section XI of these Terms of Use, all Site Resource Page Content, upon submission, shall and hereby do become mypros.com’s Intellectual Property (defined below) and no compensation shall be provided to any Registered Member or Contractor for providing any Site Resource Page Content.  Pursuant to Section VII of these Terms of Use, mypros.com does not provide any warranty, express or implied, with regards to any SITE RESOURCE PAGE CONTENT, and hereby expressly disclaims any and all warranties and guarantees with regards to all SITE RESOURCE PAGE CONTENT, including, without limitation, the implied warranties of fitness for a particular purpose and merchantability.  All SITE RESOURCE PAGE CONTENT IS offered and provided “as is”, “where is” and “with all faults.”  Mypros.com reserves the right to edit, remove and permanently delete any Site Resource Page Content, based upon its sole and absolute discretion.  Mypros.com does not provide any warranty or representation that any Site Resource Page Content will be posted upon submission, that any Site Resource Page Content will remain on the Site for any period of time, or at all, or that a any Site Resource Page Content will be kept confidential.  To the contrary, all Site Resource Page Content shall be available to the general public and to all Users of the Site and may be used in the Ratings.  If any User, Registered Member or Contractor believes that any Site Resource Page Content is false or inappropriate, such User, Registered Member or Contractor may contact mypros.com, by sending an email message to reviews@mypros.com with an appropriate explanation as to why it believes that such Site Resource Page Content is false and/or inappropriate.  Mypros.com may, but is not obligated to, consider such an explanation, and take what it deems, in its sole and absolute discretion, the necessary action or actions, if any, including, without limitation, contacting the Registered User or Contractor who submitted such Site Resource Page Content and/or editing, removing or permanently deleting such Site Resource Page Content.

 

To the extent You are construed to have any rights in or to any Site Resource Page Content, You hereby irrevocably and exclusively transfer, assign, and convey to mypros.com every right (both tangible and intangible), title, and interest in and to all Site Resource Page Content, including, without limitation, all copyright ownership, and all exclusive rights pertinent thereto (including, without limitation, all exclusive rights to – by all technologies now known or later developed – (i) reproduce all Site Resource Page Content, (ii) prepare derivative works of all Site Resource Page Content, (iii) distribute copies of all Site Resource Page Content to the public by sale or other transfer of ownership or by rental or lease; and (iv) display all Site Resource Page Content publicly), all moral rights, artist’s rights, all rights to pre-existing causes of action related to any Site Resource Page Content, if any, and any and all other intellectual property rights, and any and all other rights or interests of any kind or nature whatsoever.


VII.                  NO WARRANTIES WHATSOEVER ARE PROVIDED -- Specifically, mypros.com Disclaims Any and All Warranties Concerning the Contractors, Certifications, the Reviews, the Ratings and All Site Resource Page Content Listed On the Site.

 

As a User of the Site, and by agreeing to these Terms of Use, You agree, fully understand and consent that, TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MYPROS.COM DISCLAIMS any and all warranties and guaranties, including, without limitation, AS TO THE OPERATION OF THE SITE, THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE AND with regards to all certifications, Reviews, ratings, Site Resource Page Content AND/OR COMMENTS.  No warranties or guarantees are provided.  If You use a Contractor who is listed on, who advertises with, or for which a certification, Review or rating has been posted on the Site, or if you use or consider a certification, review, rating or ANY Site Resource Page Content, You do so at Your own risk.  Mypros.com makes no representation, warranty or promise as to the (i) accuracy or truthfulness of any certification, review, rating or Site Resource Page Content; (II) quality of work of any Contractor, or that the Contractor will even perform any work in a non-negligent manner, or at all. 

 

IN ADDITION TO THE FORGOING, AS A USER OF THIS SITE, YOU ACKNOWLEDGE, AGREE, CONSENT AND UNDERSTAND THAT MYPROS.COM DISCLAIMS ALL WARRANTIES, AND SPECIFICALLY DISCLAIMS (I) ALL STATUTORY WARRANTIES; (II) ALL IMPLIED WARRANTIES; (III) ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; AND (IV) ALL IMPLIED WARRANTIES OF MERCHANTABILITY.  MYPROS.COM OFFERS THE SITE, THE CERTIFICATIONS, REVIEWS, RATINGS, SITE RESOURCE PAGE CONTENT AND NAMES AND CONTACT INFORMATION OF ALL CONTRACTORS LISTED ON THE SITE ON AN “AS IS” “WHERE IS” AND “WITH ALL FAULTS” BASIS.  YOUR USE OF THE SITE CONSTITUTES YOUR ACCEPTANCE, CONSENT AND ACKNOWLEDGEMENT OF THESE DISCLAIMERS.  YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR OWN SOLE RISK. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF ANY ITEM LISTED ON THE SITE.  THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS USER AGREEMENT.

 

All Site Resource Page Content, repair information, videos, advice, instructions, data, and other troubleshooting materials provided on or through the Site are offered to You free of charge (collectively, the “Repair Materials”).  As such, mypros.com does not make any representation or warranty with respect to any Repair Materials or the results You may or may not achieve or the dangers, risks or hazards that may arise through or as a result of their use.  MYPROS.COM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE REPAIR MATERIALS.  WITH REGARDS TO THE REPAIR MATERIALS, MYPROS.COM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF MERCHANTABILITY. 


VIII.                  Release of Liability; Assumption of Risk; Waiver of Liability and Indemnification


A.                Release of Mypros.com of All Liability.  By use of the Site, You agree, acknowledge and consent that mypros.com is not, cannot and will not be liable for any personal or property injury, damage and/or liability, whether in the form of direct, indirect, consequential, special, exemplary or other damages, arising out of Your use of or reliance upon the Certifications, Reviews, Ratings, Site Resource Page Content or Contractors listed on or who advertises on the Site, or arising out of Your use of or reliance upon the same or any other Content of the Site.


B.                 Assumption of Risk.  You represent and warrant that You are fully informed and aware of the risks and dangers that exist, and which are inherent in and to Your use of or reliance upon the Certifications, Reviews, Ratings, Site Resource Page Content or Contractors listed on or who advertise on the Site, and which are inherent in and to attempting to perform any repair Yourself, including, but not limited to, (i) the risk that the repair will not be done correctly, or that it will be done negligently, or that it may not be performed at all; (ii) the risk that the repair, on account of how it is done, if at all, may lead to the loss or damage to personal property; and/or personal injury, including, without limitation, all injuries (including, without limitation, death), related to or as a result of explosions, fire and/or electrical shock; (iii) the risk that the Contractor performing the repair may engage in dishonest or even criminal behavior, including, without limitation, assault (sexual or otherwise), theft, conversion, battery or perhaps even more serious crimes or criminal or negligent acts; (iv) the risks associated with You relying on a Certification, Review, Rating or Site Resource Page Content or other Content on the Site related or pertaining to a Contractor, who may not perform the task or repair in a competent or professional manner, may perform the task or repair negligently, or may not perform the task or repair at all; and (v) the risks associated with the possibility that the Site Resource Page Content, Repair Material or other Content on the Site may contain incomplete, inaccurate or erroneous information or advice and the risks associated with Your reliance on such incomplete, inaccurate or erroneous information, which may lead to or result in the occurrence of the other risks specified in this paragraph or other, unrelated additional risks.  BY YOUR USE OF THE SITE, YOU HEREBY ELECT AND UNCONDITIONALLY AGREE TO VOLUNTARILY ASSUME ALL THE ABOVE-STATED RISKS, AND ALL OTHER RISKS THAT MAY EXIST, WHICH MAY OR MAY NOT BE RELATED TO YOUR USE OF THE SITE, THE CERTIFICATIONS, REVIEWS, RATINGS, SITE RESOURCE PAGE CONTENT, REPAIR MATERIALS, or other Content on the Site AND/OR THE CONTRACTORS WHO ARE LISTED ON OR ADVERTISE ON THE SITE.  MOREOVER, YOU INTEND TO CLEARLY, EXPLICITLY AND COMPREHENSIBLY ASSUME ALL RISKS WHICH EXCEED THE INHERENT RISKS EXPLAINED ABOVE.  YOU ALSO EXPRESSLY ACKNOWLEDGE THAT YOU ARE ASSUMING ALL RISKS, INCLUDING THOSE WHICH EXCEED THE INHERENT RISKS PROVIDED ABOVE.


C.                 Waiver of Liability.  By using the Site, You agree, consent and acknowledge TO VOLUNTARILY DISCHARGE, FOREVER RELEASE, COVENANT NOT TO SUE, FOREVER HOLD HARMLESS, AND AGREE NOT TO SUE MYPROS.COM, its affiliates, members, customers, clients, directors, officers, shareholders, employees, volunteers, advertisers, Registered Members, affiliated companies or agents (collectively, the “mypros.com Releasees”) from and against all losses, claims, damages, legal actions, proceedings or liabilities of any kind or nature (collectively, “Damages”) which are related to or arise out of Your use of the Site or Your use or consideration of any Certification, Review, Rating, Site Resource Page Content or other Content on the Site or Contractors listed on or who advertise with the Site, no matter how incurred, and regardless of whether such Damages arise from THE ACTIVE OR PASSIVE NEGLIGENCE OF MYPROS.COM, THE MYPROS.COM RELEASEES, or of any other third person, other than Damages determined in final judgment, by a court having final jurisdiction, resulting from mypros.com’s willful misconduct.  BY USING THE SITE, YOU UNDERSTAND AND AGREE THAT THE ABOVE RELEASE PREVENTS YOU FROM SUING MYPROS.COM AND ANY MYPROS.COM RELEASEE FOR ANY AND ALL SUCH DAMAGES.


D.                Indemnification.  By using the Site, You agree to and shall indemnify and hold mypros.com and the mypros.com Releasees harmless from any and all Damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from or related to any and all injuries or Damages sustained or suffered by You, regardless of whether such injuries or Damages relate to, concern or arise out of Your use or consideration of the Site, the Certifications, Reviews, Ratings, Site Resource Page Content, Repair Materials or other Content on the Site or Your use or hiring of any Contractor who is listed on or who advertises on the Site INCLUDING, WITHOUT LIMITATION, INJURIES SUSTAINED OR SUFFERED BY YOU CAUSED BY THE NEGLIGENCE OF MYPROS.COM OR BY A MYPROS.COM RELEASEE, regardless of the location as to where such injuries or Damages are sustained.  ADDITIONALLY YOU AGREE TO AND SHALL INDEMNIFY AND HOLD MYPROS.COM AND THE MYPROS.COM RELEASEES HARMLESS FROM ANY AND ALL INJURIES OR DAMAGES SUSTAINED OR SUFFERED BY ANY THIRD PARTY CAUSED BY ANY ACTION OR INACTION OF YOU OR BY A MYPROS.COM RELEASEE.


IX.                  Site Security


You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for Your or any other User’s use; (b) logging onto a server or an account which You are not authorized to access; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any User, Registered Member, Contractor, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “scraping,” “flooding,” “spamming,” “mailbombing” or “crashing” the Site; (e) sending unsolicited email, including promotions and/or advertising of products or services to any other user or customer of the Site; or (f) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.  Violations of system or network security may result in civil or criminal liability.  Mypros.com will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.  You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.  You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from mypros.com on this Site and other than generally available third party web browsers (e.g., Microsoft Explorer, Netscape Navigator, etc.).


X.                  Contractor Pricing Information


Mypros.com strives to encourage all Contractors listed or Reviewed on the Site to provide accurate pricing information.  However, it has no control over the pricing information provided by the Contractors or other Users which pertain to the Contractors.  Pursuant to Section VII of these Terms of Use, no warranty or guaranty, express, implied or otherwise, is provided in connection with the prices listed on the Site for any Contractor.


XI.                  Copyrights, Trademarks and Intellectual Property


Unless otherwise noted, all Site materials, including, without limitation, all Reviews, Ratings, Site Resource Page Content, Content, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of MYPROS, Inc. © 2008, ALL RIGHTS RESERVED and/or the trademarks (regardless of registration), trade dress and/or other intellectual property of mypros.com (collectively, “mypros.com’s Intellectual Property”).  mypros.com’s Intellectual Property is and shall be solely owned, controlled and, if applicable, licensed by mypros.com, one of its affiliates or by third parties who have licensed their materials to or from mypros.com.  mypros.com’s Intellectual Property is protected by U.S. and international copyright laws and by other U.S. and international intellectual property laws.  The compilation (meaning the collection, arrangement, and assembly) of mypros.com’s Intellectual Property and all contents on the Site are the exclusive property of mypros.com, unless otherwise noted.  Some information on the Site may be the property of the referenced manufacturer, such as Maytag or Whirlpool, etc.

 

Mypros.com and its suppliers and licensors expressly reserve all intellectual property rights in all Reviews, Ratings, Site Resource Page Content, other Content, text, programs, products, processes, technology, content and other materials which appear on this Site. Access to this Site does not confer and shall not be considered as conferring upon User, Registered Member or anyone else any license in or to any of mypros.com’s Intellectual Property or any third party's intellectual property or intellectual property rights.

 

The mypros.com logos and all related product and service names, design marks and slogans are the trademarks and/or service marks of MYPROS, Inc. All other marks are the property of their respective companies or owners.  Your use of the Site does not constitute or grant a trademark or service mark license to the materials contained on this Site or to any of mypros.com’s Intellectual Property.  No trademark or service mark license is granted in connection with the materials contained on this Site. Access to this Site does not authorize any User, Registered Member or anyone else to use any name, logo or mark in any manner.

 

To the extent You are construed to have any rights in or to any of mypros.com’s Intellectual Property, You hereby irrevocably and exclusively transfer, assign, and convey to mypros.com every right (both tangible and intangible), title, and interest in and to the same, including, without limitation, all copyright ownership, and all exclusive rights pertinent thereto (including, without limitation, all exclusive rights to – by all technologies now known or later developed – (i) reproduce, (ii) prepare derivative works of, (iii) distribute copies of, to the public by sale or other transfer of ownership or by rental or lease; and (iv) display publicly all mypros.com’s Intellectual Property), all moral rights, artist’s rights, all rights to pre-existing causes of action related to any of mypros.com’s Intellectual Property, if any, and any and all other intellectual property rights, and any and all other rights or interests of any kind or nature whatsoever.

 

References on this Site to any names, marks, products or services of third parties or hypertext links to third party sites or information are provided solely as a convenience to You and do not in any way constitute or imply mypros.com's endorsement, sponsorship, warranty, guaranty or recommendation of the third party, information, product or service.  If You use these links, You will leave this Site.  Mypros.com has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof.  Pursuant to Section VII of these Terms of Use, all such warranties or guaranties, express, implied or otherwise, are specifically disclaimed.  Mypros.com is not responsible for the content of any third party sites and does not make any representations regarding the content or accuracy of material on such sites. If You decide to link to, or click on any link to, any such third party web site, You do so entirely at Your own risk.  You are granted a limited, nonexclusive right to create a “hypertext” link to this Site provided that such link is to the entry page of this Site and does not portray mypros.com or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner.  This limited right may be revoked at any time for any reason whatsoever.  You may not use framing techniques to enclose any of mypros.com’s trademarks, logos or trade names or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without mypros.com’s express written consent.


XII.                  User Reviews, Feedback, Submissions, Comments, Inventions


All Reviews, Ratings, Site Resource Page Content, other Content, comments, questions, feedback, suggestions, ideas, directions, instructions, or any other submission disclosed, submitted or offered by You to mypros.com on or by this Site or otherwise disclosed, submitted or offered in connection with Your use of this Site (collectively, the “Comments”) shall be and remain mypros.com's property and are and shall be considered mypros.com’s Intellectual Property.  Such disclosure, submission or offer of any Comments shall constitute an assignment to mypros.com of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments.

 

Thus, mypros.com will and hereby does own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments.  Mypros.com will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display, perform and/or distribute any Comments You submit for any purpose whatsoever, without restriction and without compensating You in any way. Mypros.com is and shall be under no obligation (i) to maintain any Comments in confidence; (ii) to pay to any User any compensation for any Comments; or (iii) to respond to any User Comments. You agree that any Comments submitted by You to the Site will not violate these Terms of Use or any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s), and will not cause injury to any person or entity.  You further agree that no Comments submitted by You to the Site will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”.  Any violation of the foregoing shall be subject to the indemnification provisions provided in Section VIII.

 

As provided above, to the extent You are construed to have any rights in or to any of mypros.com’s Intellectual Property, You hereby irrevocably and exclusively transfer, assign, and convey to mypros.com every right (both tangible and intangible), title, and interest in and to the same.

 

Mypros.com does not regularly review posted Comments or Reviews, but, as explained in Sections IV, V and VI mypros.com does reserve the right (but has no obligation) to monitor, edit, remove and/or permanently delete any Comment, Review, Rating or Site Resource Page Content submitted to the Site. You grant mypros.com the right to use the name that You submit in connection with any Comment, Review, Rating or Site Resource Page Content submitted by You. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Comment, Review, Rating or Site Resource Page Content You submit. You are and shall remain solely responsible for the content of any Comment, Review, Rating or Site Resource Page Content You make or provide and pursuant to Section VIII of these Terms of Use, You agree to indemnify and hold mypros.com harmless with regards to any Damages that may arise which pertain to or related to any Comments or Reviews posted by You.

 

As provided in Sections VII and VIII of these Terms of Use, mypros.com and its affiliates take no responsibility, make no guaranties or warranties, implied, express or otherwise, and assume no liability for any Comment, Review, Rating or Site Resource Page Content submitted or used by You, any Registered User, Contractor or by any third party, or submitted by mypros.com or its affiliates. You agree that Your use of or reliance on any of the Comment, Review, Rating or Site Resource Page Content shall be at Your own risk.



XIII.                  Third Party Providers


Mypros.com has or may have certain agreements in place with various third parties that offer products and/or services (individually, a “Third Party Provider” and collectively, the “Third Party Providers”).  The Third Party Providers are not otherwise affiliated with mypros.com and, pursuant to Section VII, mypros.com does not offer any representations or warranties with regards to the products or services offered by such Third Party Providers.  If You so chose, You may elect to be contacted by a Third Party Provider regarding their product or service offerings.  If You so elect to be contacted by a Third Party Provider, You hereby agree and acknowledge that mypros.com may be paid a referral fee or commission by such Third Party Provider, regardless of whether You purchase or enter into an agreement with such Third Party Provider.


XIV.                  Termination


These Terms of Use are effective unless and until terminated by either You or mypros.com. You may terminate these Terms of Use at any time, provided that You discontinue any further use of this Site.  However, all terms, representations, warranties, assignments and other conditions provided herein which are meant to survive the termination of these Terms of Use shall so survive, regardless of Your termination, including, without limitation, Sections III, VII, VIII, X, XI, XII, XV, XVI and XVII.  Mypros.com also may terminate these Terms of Use at any time and may do so immediately without notice, and accordingly, deny You access to the Site, if, in mypros.com's sole and absolute discretion, You fail to comply with any term or provision of these Terms of Use.  Upon any termination of these Terms of Use by either You or mypros.com, You must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the Terms of Use or otherwise.


XV.                  Limitation of Liability


UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL MYPROS.COM OR ANY MYPROS.COM RELEASEES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE MYPROS.COM WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, YOUR RELIANCE ON A CERTIFICATION, REVIEW, RATING, SITE RESOURCE PAGE CONTENT OR REPAIR MATERIAL, YOUR USE OR HIRING OF A CONTRACTOR, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF MYPROS.COM HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND, AS PROVIDED ABOVE, YOU AGREE TO INDEMNIFY MYPROS.COM AND ANY MYPROS.COM RELEASEE FROM THE SAME.  IN NO EVENT WILL MYPROS.COM BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU, IF ANY, IN CONNECTION WITH YOUR USE OF THE SITE DURING THE SIX MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.


XVI.                  General


These Terms of Use, together with the Privacy Policy, as posted on the Site, and any Contractor Agreement entered into by and between You and mypros.com, if any, represent the complete agreement between You and mypros.com, and supersedes all prior agreements and representations between You and mypros.com.  Headings used in these Terms of Use are for reference purposes only and in no way define or limit the scope of the applicable section. If any provision of this User Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and all remaining terms of these Terms of Use shall remain in full force and effect.  The failure of mypros.com to act with respect to a breach of these Terms of Use by You or others does not constitute a waiver and shall not limit mypros.com's rights with respect to such breach or any subsequent breaches.  These Terms of Use cannot be modified or waived except in a writing signed by the President of mypros.com. These Terms of Use shall be governed by and construed under California law without regard to conflicts of law provisions.  Any action or proceeding arising out of or related to these Terms of Use or Your use of this Site must be brought in the state or federal courts located in Los Angeles County, California, and You consent to the exclusive venue in and personal jurisdiction of those courts.



XVII.                  Your Representations


You represent that You are not under any legal or other disability which limits Your ability to consent or comply with these Terms of Use, that You have the requisite capacity and authority to enter into and agree to these Terms of Use, and the resulting agreement, and that Your agreement to these Terms of Use does not and shall not violate or conflict with any other agreement, contract, judgment or other legally binding arrangement to which You are a party or to which You are otherwise subject.


XVIII.                  Additional Use Restrictions. 


You shall not post, transmit, e-mail, re-transmit or store material on or through any of the services provided by mypros.com which, in the sole judgment of the mypros.com: (i) is in violation of any local, state, federal or non-United States law or regulation; (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity; or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by You.  You shall be responsible for determining what laws or regulations are applicable to Your use of the Site.  In addition, You may only use the Site in a manner that, in mypros.com’s sole judgment, is consistent with the Site’s purposes and with these Terms of Use.  If You are unsure of whether any contemplated use or action is permitted, please contact mypros.com at webmaster@mypros.com.  By way of example, and not limitation, the following uses of the Site described below are expressly prohibited:

 

A.                upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials  that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.   Pornography and pornographic related merchandising are prohibited, including providing links to pornographic content elsewhere;

 

B.                 harm minors in any way;

 

C.                 impersonate any person or entity, including, but not limited to, a mypros.com official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

 

D.                forge headers or otherwise manipulate identifiers in order to disguise the origin of any content on the Site or develop restricted or password-only access pages, or hidden pages or images;

 

E.                 upload, post, e-mail or otherwise transmit any Site content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

 

F.                  upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

 

G.                upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

 

H.                disrupt the normal flow of dialogue, cause a screen to "scroll" faster than intended, or otherwise act in a manner that negatively affects other Users' ability to use the Site;

 

I.                   interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

 

J.                   intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law;

 

K.                “stalk" or otherwise harass another User;

 

L.                 promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites; and

 

M.               effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which You are not an intended recipient or logging into a server or account that You are not expressly authorized to access.

 

N.                “Scraping” the Site or any portion of the Site, or any other copying of the Site’s content, wholesale or otherwise, by an automated process or otherwise, or by any other means.