Application and 1.800.REPAIRS Master License Agreement

 

PREAMBLE

 

1.800.REPAIRS America LLC (“1.800.REPAIRS” or “Licensor”) represents and Master Licensee (either “Master Licensee” or “Applicant”) understands that this is NOT a franchise agreement. 

 

1.800.REPAIRS utilizes advanced call routing technology to distribute 1.800.REPAIRS telephone calls to service providers via zip code & service category. 1.800.REPAIRS may limit the number of service providers for any service area and service category solely at its discretion.

 

By completing the 1.800.REPAIRS ONLINE APPLICATION to become a Master Licensee, the Applicant hereby agrees to the following terms and conditions if the license is approved by 1.800.REPAIRS.

 

1.800.REPAIRS utilizes call routing technology, which allows callers to select a service category (Home or Automotive) enter their zip code and be automatically connected directly to a 1.800.REPAIRS Master Licensee.

 

1.800.REPAIRS shall limit the number of 1.800.REPAIRS Master Licensees to be programmed to a particular zip code and will license them the rights to use the number 1.800.REPAIRS in their advertising subject to the terms and conditions of this Agreement. All calls from their assigned zip code shall be connected directly to them via the 1.800.REPAIRS call routing system.

 

Applicant understands that completing this application does not guarantee that they will be approved to become a Master Licensee. This agreement is not binding unless approved by 1.800.REPAIRS.

 

If approved, the Applicant will be notified via email or telephone call by 1.800.REPAIRS.

 

RECITALS

 

Whereas, Licensor owns the vanity number 1.800.REPAIRS  (1-800-737-2477) and offers the use of the 1.800.REPAIRS vanity number (along with 1.800.REPAIRS Advanced Call Routing Technology) to service providers in the service and repair industry to promote more effectively their services and products to the general public; and

 

Whereas, Master Licensee currently operates a business that offers access to various repair related companies to the general public; and

 

Whereas, Master Licensee desires to use the 1.800.REPAIRS telephone number, its capabilities and features under the terms and conditions of this Agreement; 

 

Therefore; for good, valuable and sufficient consideration of which the parties acknowledge receipt, Applicant agrees to the terms and conditions hereinbelow.

 

DEFINITIONS

 

 “1.800.REPAIRS” and/or “Licensor” means, refers and relates to the entity or entities identified as 1.800.REPAIRS who are licensing the 1-800 number, the name and technology, along with their associated companies, affiliates, their members, employees, agents, representatives, and attorneys.

 

“Master Licensee” is the individual or entity that applies for and if approved, pays for the  1.800.REPAIRS Call Routing System, which automatically connects all customers calling  1.800.REPAIRS (1-800-737-2477) directly to their telephone.

 

“Service Provider” means and refers to Service Provider’s ownership entity, its officers, owners, members, managers, employees, agents, representatives, and attorneys.

 

“Service Provider Network” and/or “Network” means, refers and relates, but is not limited to any and all contractors, tradespersons, journeymen, architects, engineers, mechanics and any and all other types of service providers that participate in the 1.800.REPAIRS Service Provider Network.

 

“Referral Customer”, “Member” and/or “Customers” means, refers and relates to all private, residential, commercial, and institutional persons and entities which are referred by 1.800.REPAIRS to its Licensees in the Service Provider Network.

 

“Territory” means the specific zip code or zip codes agreed to between 1.800.REPAIRS and Master Licensee that are the exclusive right of Master Licensee to service Customers through the Service Provider Network.

 

1. LICENSE TO USE

 

1. Subject to the terms and conditions of the Agreement, Licensor grants the Master Licensee a limited, revocable, non-transferable license to use the 1.800.REPAIRS Telephone Number and technology but only in a form expressly permitted by  1.800.REPAIRS.  

 

1. TERMINATION

 

1. 1.800.REPAIRS may terminate this Agreement for cause if:

 

1. After thirty (30) days written notice of material breach of this Agreement, Master Licensee fails to cure or rectify said breach. Notwithstanding anything to the contrary in this Agreement, 1.800.REPAIRS reserves the right to immediately suspend or discontinue client call referrals to Master Licensee for any material breach of this Agreement.

 

1. There is a substantial and continuing change in the standards of Master Licensee’s operations or there is a change in control. 

 

1. Non-Payment by Master Licensee according to the terms of this Agreement.

 

1. Master Licensee is adjudged bankrupt or insolvent.

 

1. Master Licensee fails to respond to a 1.800.REPAIRS customer complaint within 24 hours of 1.800.REPAIRS receipt of such verbal or written customer complaint.

 

1. 1.800.REPAIRS may terminate this Agreement for convenience after 60 days’ written notice. 

 

1. After termination of this Agreement whether for cause or convenience, Master Licensee shall immediately cease all use, marketing, and advertising involving the 1.800.REPAIRS brand and intellectual property including immediate removal of 1.800.REPAIRS from Master Licensee’s website, print media, and any other form of advertisement. Master Licensee shall also cause any Service Providers to do the same.   

 

1. REPRESENTATIONS AND WARRANTIES

 

1. Master Licensee understands that nothing contained herein shall be construed as a guarantee, warranty or promise relating to Customer calls, connections, referrals or increases in the Master Licensee’s business activity or profits. 

 

1. Master Licensee further understands that the results from the use of the 1.800.REPAIRS telephone number will depend solely on the level of advertising and the proper use of the 1.800.REPAIRS telephone number and technology by the Master Licensee.

 

1. Master Licensee fully understands that to maximize the benefits from the 1.800.REPAIRS Telephone Number, it must utilize this telephone number fully, including advertising the telephone number 1.800.REPAIRS in their assigned and exclusive zip code service area in the agreed Territory.

 

1. Master Licensee represents and warrants that it has disclosed all information accurately to 1.800.REPAIRS regarding its business operations, management and ownership, and has not withheld any material information that might adversely affect the selection of said Master Licensee as an exclusive Service Provider in its Territory. Licensee understands that 1.800.REPAIRS has relied on the accuracy and completeness of said information during 1.800.REPAIRS due diligence process in approving Master Licensee’s application.

 

1. Master Licensee represents that the signatory of this Agreement is legally authorized to bind Master Licensee.

 

1. OBLIGATIONS OF MASTER LICENSEE

 

1. Master Licensee shall not breach any provision of this Agreement.

 

1. Master Licensee shall utilize only competent, licensed (if the jurisdiction requires a license) and insured persons or entities in its Service Provider Network.

 

1. Master Licensee shall immediately discontinue utilizing any person or entity in its Service Provider Network who does not have the required competency, license or insurance.

 

1. Master Licensee shall comply with all local, state and federal laws as it relates to this Agreement, the operation of the Service Provider Network and the conduct of its business.

 

1. Master Licensee shall not in any way communicate or suggest that 1.800.REPAIRS has approved, endorsed or vetted the Service Providers, or guaranteed or promised any performance by the Service Provider.

 

1. Master Licensee agrees to notify 1.800.REPAIRS within ten (10) days if any changes to these circumstances occur.

 

1. The Licensee authorizes 1.800.REPAIRS to disclose its name as part of the 1.800.REPAIRS local, regional and national marketing efforts.

 

1. INDEMNIFICATION

 

1. Master Licensee expressly agrees to at all times indemnify, and hold harmless 1.800.REPAIRS, its agents, representatives, and applicable Customers, members, employees, officers and directors; and the affiliates of 1.800.REPAIRS, their members and employees, their officers and directors, from any liabilities or claims, made by any third party, directly or indirectly relating to this Agreement and any subsequent addendums thereof. Licensee further agrees to defend, at its own expense, 1.800.REPAIRS and related parties thereof from litigation directly or indirectly related to this Agreement and any subsequent addendums thereof. This shall include all attorney’s fees, and all other consequential damages resulting from such claims or liens. Master Licensee agrees that Licensee will pay and satisfy any lien, settlement, or judgment as may be established by the decision of the Court in such a suit. Master Licensee also agrees to promptly assume the tender of defense of 1.800.REPAIRS, and its affiliates upon written notice through counsel approved in writing by 1.800.REPAIRS.

 

1. Further, in the event a suit is brought, in which the Referral Customer is also named as a defendant, Master Licensee shall defend, at Master Licensee’s own cost and expense, 1.800.REPAIRS, its affiliates and the Referral Customer. Master Licensee agrees that Master Licensee will pay and satisfy any lien, settlement, or judgment as may be established by the decision of the Court in such a suit. Master Licensee also agrees to promptly assume the tender of defense of 1.800.REPAIRS, its affiliates, and the Referral Customer upon written notice through counsel approved in writing by 1.800.REPAIRS.

 

1. The Master Licensee will indemnify, defend at its own expense, and hold 1.800.REPAIRS, its agents, representatives, and applicable Customers, its employees, officers, directors, and affiliates, harmless from and against all actual or threatened claims by any third party, arising out of or related to (i) any breach of this Agreement by the Master Licensee; (ii) any breach of any obligation the Master Licensee has to a Customer or third party; (iii) any breach of any obligation the Service Provider of Master Licensee has to a Customer or third party (iv) and/or any breach or threatened breach of 1.800.REPAIRS intellectual property.

 

1. INSURANCE

 

1. During the term of this Agreement and any extensions, and for a period of three (3) years after termination, Master Licensee shall maintain, at its sole cost and expense: (i) Commercial General Liability Insurance with Personal and Advertising Injury coverage in amounts not less than $1 million per occurrence and $2 million annual aggregate with $5 million excess (an Excess Liability/Umbrella policy may be used to increase the primary General Liability limits); (ii) Media Liability Insurance in amounts not less than $1 million per occurrence and $2 million annual aggregate; (iii) Automobile Liability Insurance in amounts not less than $1 million per occurrence and $2 million annual aggregate; and (iv) Workers' Compensation Insurance in no less than the statutory minimum for the State(s) in which any operation occurs. Master Licensee shall name "Kerry Lauricella Services LLC, 1 800 REPAIRS America LLC, and each company’s parents, subsidiaries and affiliates" as additional insured with its insurance provider. Within ten (10) days of acceptance of the Agreement, Master Licensee shall provide a current Certificate of Insurance reflecting the types of coverage and limits required. The certificate should be sent electronically to 1.800.REPAIRS. Except as expressly provided in this agreement, these insurance requirements shall not limit Master Licensee’s liability to 1.800.REPAIRS in the event insurance recoveries/proceeds are less than Master Licensee’s liability.  Master Licensee’s coverage will be primary and 1.800.REPAIRS’s coverage will be non-contributory. Master Licensee also agrees that the coverage required herein shall include contractual liability coverage for its obligation to defend and indemnify and hold harmless 1.800.REPAIRS for all claims, lawsuits, and/or damages arising out of or related to Master Licensee’s business or that of its Service Providers to the maximum extent allowed by law.

 

1. LIMITATIONS

 

1. (A) NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF PROFITS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS) IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF 1.800.REPAIRS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and (B) IN NO EVENT WILL 1.800.REPAIRS BE LIABLE IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEEDING ONE HUNDRED DOLLARS ($100).

 

1. MISCELLANEOUS PROVISIONS

 

1. This Agreement and its attachments constitute the entire Agreement between the parties. It supersedes all prior negotiations, representations, agreements, and understandings. No agreement changing or supplementing this Agreement may be made except by written documents signed by duly authorized representatives of both parties to this Agreement. 

 

1. The Agreement and any matter relating to or arising under it are governed by the laws of the State of Louisiana, United States of America, without regard to its conflict of laws principles, regardless of the location of the origination of the matter in dispute, or any choice of law issues that might potentially exist. The exclusive forum for any action relating to this Agreement is in those state or federal courts having jurisdiction over Jefferson Parish, Louisiana, United States of America. Each party waives any defense that it may have that any such court lacks jurisdiction over it or is an inconvenient or improper forum.  .In the event of litigation between the parties, the prevailing party shall be entitled to recover its cost and expenses in such litigation, including, without limitation, court costs, reasonable attorneys' fees, and disbursements.

 

1. Master Licensee may not assign this Agreement without 1.800.REPAIRS prior written consent, which shall not be unreasonably withheld. Any attempt to do so shall be null and void. Any transfer of more than forty-nine (49%) per cent of the ownership of the Master Licensee shall be deemed a prohibited assignment. 1.800.REPAIRS may assign this Agreement. This Agreement shall be binding upon the heirs, successors, personal representatives, or assigns of each party.

 

1. The parties acknowledge that each and every portion of this Agreement is severable. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall either be reformed to comply with applicable law or stricken if not so comfortable, so as to not affect the validity or enforceability of the remaining valid portions of this Agreement.

 

1. Neither party shall be liable for any failure to perform caused by reasons beyond its reasonable control, including but not limited to acts of God; acts of war, terrorism or civil unrest; fire, flood, epidemics, earthquakes or other catastrophes, communications or equipment failures, governmental orders, or strikes or other labor difficulties.

 

1. Failure of 1.800.REPAIRS to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

 

1. Any notice required by this Agreement shall be given by prepaid, first class, certified mail return receipt requested, addressed in the case of 1.800.REPAIRS to: 1.800.REPAIRS, VIA ELECTRONICALLY TRANSMITTED PDF.

 

1. 1.800.REPAIRS shall not be responsible for delay, disruption or lack of service as a result of 1.800.REPAIRS third party telephone carrier’s or internet service provider’s failure due to carriers/service providers switching, routing, equipment, or for failure due to natural causes.

 

1. For all purposes outlined in this Agreement, Master Licensee is an “independent contractor”. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or any other relationship between Licensor and Master Licensee besides Master Licensee being an independent contractor. Master Licensee agrees that Master Licensee is solely and wholly responsible for payment of all wages, taxes, employee benefits, workers’ compensation insurance premiums and any other costs to performing services for 1.800.REPAIRS Referral Customers. This Agreement in no manner creates an employment relationship between Licensor and any individual employed by Master Licensee.

 

1. This agreement may be executed in any number of counterparts or duplicate originals, all of which shall be considered one and the same agreement. Electronic or facsimile signatures on one or more counterparts of this agreement shall be as effective as original signatures.

 

1. Master Licensees are not approved without expressed written consent of 1.800.REPAIRS. This Agreement is valid only if approved by 1.800.REPAIRS. If approved, Applicant will be notified via email.

 

Applicant Name:

Applicant Company:

Mailing Address:

 

Applicant Email _________________________________

Zip Code Applied For:

Ring-To Telephone:

 

1. FEES & PAYMENT TERMS

 

1. Commencing on the Effective Date, and in consideration of Licensor granting Master Licensee the Exclusive Area and Service Category, under the terms and conditions herein, Master Licensee shall pay 1.800.REPAIRS:

 

1. $ One Time Set Up/Programming Fee

2. $ Fixed Monthly Fee

3. $ Per Call Fee

 

1. Payments by Master Licensee to 1.800.REPAIRS shall be made by pre-authorized credit card on the ____ day of each month.

 

1. 1.800.REPAIRS shall provide the Master Licensee, via Email with a monthly statement (“Statement”), on the tenth (15th) day of the month, detailing all transactions during the preceding month.

 

1. Licensee hereby agrees that under no circumstances will it initiate any credit card “charge-back” process.

 

1. Licensee shall be responsible for all credit card transaction fees in addition to the other payment obligations outlined herein.

 

1. TERM

 

1. This Agreement commences on the Effective Date and, unless otherwise terminated, has a term of thirty-six (36) months and shall automatically renew on a yearly basis thereafter, unless 1.800.REPAIRS does not agree to renew for any reason whatsoever.

 

1. MASTER LICENSEE ACKNOWLEDGEMENT

 

1. Master Licensee agrees to all of the terms and conditions set forth in this Agreement.

 

Sign:

By:

Title:

Date:

 

1. MASTER LICENSEE CREDIT CARD INFORMATION

 

1. If approved, you will be notified and invoiced for the above one-time setup amount to be paid by check. Plus, you will be automatically charged for the fixed monthly fee each month thereafter to a credit card or bank account (“Monthly Charge”). APPLICANT UNDERSTANDS THERE SHALL BE NO REFUND FOR SERVICE FOR THE PERIOD THAT 1-800-REPAIRS SERVICE IS ACTIVE.

 

1. Upon approval, 1.800.REPAIRS will provide a form requesting credit card and/or bank account information. Master Licensee shall promptly complete the form with the credit card and/or bank account information that will be subject to the Monthly Charge. 

 

1. 1.800.REPAIRS APPROVAL

 

1. If Approved, 1.800.REPAIRS shall execute below with the effective date of the Agreement being the date executed by 1.800.REPAIRS or the date payment is received by 1.800.REPAIRS, whichever is later:

 

Sign:

By:

Title:

Date:

 

1.800.REPAIRS America LLC

182 West 3rd Street

Kenner, Louisiana 70062

1.800.REPAIRS (737-2477)

info@1800Repairs.com

 

Consumer: www.1800Repairs.com

Service Provider: www.1800Repairs.pro