Signup Now!

First Name*
Last Name*
Company Name*
Appointments per Month*
Phone Number*
Cell Phone Number*
Email*
Website*
Street*
City*
State*
Zip Code*
Terms and Conditions
This Agreement is by and between Residential Warranty Services, Inc., an Indiana Corporation with its principal offices located at 698 Pro Med Lane, Carmel, IN and all of its affiliates, subsidiaries, and dbas, including PriorityLab and Breeze (individually and collectively the "Company") and ("Proprietor"). Company and Proprietor are collectively known as the "Parties".

The Proprietor desires to register an account with the Company via its online portal, which is a proprietary reporting system, database, algorithm, report generation facility, and online marketplace where the Proprietor can order Company services and/or products or upload/download information for storage and third party reporting purposes (the "Portal") in order to access the Products and/or Services defined below, as which shall be amended and expanded on, from time to time:

-	PriorityLab: Lab services including but not limited to the analysis of radon, mold, asbestos, water, and more as well as the purchase of related equipment and media.
-	Breeze: Manufacturing and monitoring services including but not limited to radon, asbestos, and more, as well as the purchase of related equipment and media.

In exchange for registration onto the Portal, the Proprietor agrees as follows:

1.	Confidentiality. Proprietor will, on occasion, be given information regarding upcoming releases from the Company regarding products and/or services. All information, documentation, details about our Products and/or Services, and details about this agreement, as well as any and all prior and future agreements shall be kept strictly confidential and all information is designated as 'confidential' if provided by the company, regardless of whether told orally or in writing and regardless of whether specified as 'confidential' so long as it (a) does not become public through no act of the Proprietor; or (b) is not already in the possession of the Proprietor when disclosed. 
2.	Non-Compete. Proprietor will not create, cause the creation of, or be involved in the creation of any product and/or service similar to the Company offered Products and/or Services for at least two (2) years following the expiration of this Agreement, which occurs on the later of the following dates: (a) the date the Agreement is cancelled in accordance herewith; (b) the date the Proprietor logs onto the Portal for the last time; or (c) the date the Proprietor last orders a Company Product and/or Service (the "Termination Date").
3.	License; Forfeiture of License. The Company issues a limited, non-exclusive license to the Proprietor to use the Company logo in the course of advertising their inspection business. The Company may also, at its sole discretion, grant a limited, non-exclusive license to the Proprietor for use of URL's that include the name of a Company Product and/or Service. The Company must be consulted prior to the Proprietor purchasing a URL that includes the name of any Company Product and/or Service, and the Proprietor agrees that the Company may purchase that URL, or any URL, containing the name of, or reference to, a Company Product and/or Service, or any derivation thereof within the URL name. This shall include any and all URL's and intellectual property acquired prior to the execution of this agreement. All requests required hereunder shall be made by email to sarah@thornberrygroup.com. Proprietor forfeits the right to use of all logos, intellectual property, reporting forms, and URL's, under any of the following circumstances: (a) any breach of this Agreement; (b) if for any reason Proprietor terminates this agreement, including a non-renewal of this agreement for any reason; (c) if any amount billed by the Company, including applicable late fees or interest, remains unpaid after the due date on the applicable invoice; or if, in the Company's sole discretion, (d) the Proprietor is involved with any defamatory or negative campaigning of the Company, its Products, or its Services (each a "Forfeiture") When a Forfeiture occurs, Proprietor forfeits any and all property of the Company, shall destroy all Company property (including but not limited to reporting forms and intellectual property), it holds at the time of Forfeiture, and shall redirect all applicable URLs to the Company within 48-hours of the Forfeiture, in all cases delivering to the Company satisfactory evidence of the same. If any collection activity or lawsuit is initiated, by either the Company or Proprietor, the Proprietor agrees and understands that it will be responsible, both as a representative of its company and as an individual person, for any fees incurred by the Company during such collection activity or lawsuit, including but not limited to collection fees, attorneys fees, and court costs. 
4.	Term. This Agreement begins on the date signed by the Proprietor and continues for one year, cancelable by the Proprietor at any time, and cancelable by the Company should a Forfeiture occur. At the end of the initial Term, this Agreement is automatically renewed, for successive one year periods, subject to the terms and conditions herein, until the Termination Date.
5.	Non-Payment Penalties. The Proprietor is responsible for ensuring that the information provided to the Company via the Portal, including the contact name, mailing address, and billing information, remains updated and current. The Proprietor agrees that any notice or invoice sent to a person or location listed in the Portal shall be deemed properly delivered and accepted by them and waives all argument otherwise.  If any Company invoice is not paid when due, it is a Forfeiture, and the following fees will be automatically applied to all un-paid invoices: (a) Late Fees of one hundred ($100) dollars are added to each unpaid invoice on the 1st of each month thereafter that the invoice remains unpaid; and (b) Interest at a rate of twenty (20%) percent, automatically applied to all un-paid invoices. Regardless of instructions told or written by the Proprietor regarding the application of payments made, payments received by the Company will be applied to the oldest unpaid invoices first (to interest, then late fees, and finally to the principal amount), moving up in currency as each older invoice is paid in full. If the Company takes action to receive payment on any delinquent invoices or fees listed hereunder, the Proprietor understands and acknowledges that he/she/it will be responsible for all costs incurred by the Company, including collection costs, attorney's fees, court costs, etc.
6.	Proprietor Protections. The Company is responsible for the Portal and the Services and Products sold to the Proprietor. So long as the Proprietor notifies the Company of any claim against them regarding the Company's Products and/or Services, the Company will take on the expense and liability related to the defense of the same, the extent of which to be determined by the Company at its sole discretion.
7.	General Provisions. (a) this Agreement is governed by, and construed in accordance with, the laws of Hamilton County in the State of Indiana, with venue being the same. Both Parties expressly waive personal jurisdiction for any alternate court or venue. Both Parties agree that the Company may recover reasonable attorneys' fees, court costs, and all other expenses, in addition to any other relief to which the Company may be entitled with the Proprietor being solely liable for the same. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION, AS STATED IN THIS SECTION; (b) if any provision of this Agreement is held to be illegal, invalid, or unenforceable, for any reason, by a final decree of a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect; (c) this Agreement cannot be assigned by the Proprietor without the prior, written consent of the Company. This Assignment can be assigned by the Company to any affiliate or subsidiary thereof without notice to the Proprietor; (d) this Agreement may not be modified by the Proprietor without the prior, written consent of the Company. This Agreement may be modified, from time to time, by the Company by updating its Terms and Conditions and it is the Proprietor's obligation to carefully review, each time; (e) the failure of the Company to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights and shall not be construed as a waiver of the right of the Company to thereafter insist upon strict compliance with the terms of this Agreement without notice being given to the Proprietor; (f) this Agreement is binding on both the individual signing and on the company whom they represent and, as such, shall bind and inure to the Proprietor's successors and permitted assigns; and (g) this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all proposals, negotiations, promises, or discussions, regardless of whether written or oral, between or among the Parties relating to the subject matter herein.

By signing this Agreement, the Proprietor represents and warrants that (a) as of the date of signature, it has the full right and authority to enter into this Agreement; and (b) the person signing this Agreement is duly authorized and has legal capacity to execute and deliver this Agreement on behalf of their respective company.
Home
Privacy & Security
(888) 854-0477