Takl Preferred Provider Program
These terms of service (the “Agreement”) constitute a legally binding agreement between you (“you” or “your”) and Takl, Inc., a Delaware corporation (“Takl,” “we,” “us” or “our”), governing your participation in the Takl Preferred Provider Program (the “Program”).
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE PROGRAM. THIS AGREEMENT SUPERSEDES AND REPLACES ANY AND ALL PRIOR VERSIONS OF AGREEMENT FOR THE PROGRAM. PARTICIPATION IN THE PROGRAM IS BY INVITATION ONLY.
Takl reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Program at any time, effective upon posting of an updated version of this Agreement on this site or upon notice to you via email. You are responsible for regularly reviewing this Agreement. If you do not agree to any of the changes you may not participate in the Program. Continued participating in the Program after any such changes shall constitute your consent to such changes.
Scope of Program
By participating in the Program you agree to assist Takl with the performance of the following types of customer support activities ("Support Services"): (i) conduct on-site inspections, including the completion of an inspection report, of (a) previously performed Service that has been disputed by a Customer ("Disputed Services") and (b) claims filed by a Customer or third-party for damage to property allegedly caused by another Provider ("Property Damage Claims"); (ii) if necessary, perform or otherwise remedy such Disputed Services and Property Damage Claims; (iii) accept and complete certain jobs requested by Customers; and (iv) perform similar activities requested by Takl from time to time. You further agree that the Support Services that you choose to perform will be completed by you within five (5) hours of your acceptance thereof or such later time as approved by Takl. Unless notice is otherwise provided to Takl at firstname.lastname@example.org, you acknowledge and agree that you are available to accept and perform Support Services for Takl. Please note that frequent refusals to accept and perform Support Services could jeopardize your participation in the Program.
Participation in the Program is by invitation only. Your participation in the Program is subject to your Provider account remaining in good standing. If your Provider account is ever suspended or deactivated, you will be ineligible to continue your participation in the Program.
Your participation in the Program will provide you with the benefits listed here, including, but not limited to, your designation as a “Prefered Provider” on the Takl Platform (collectively, the “Benefits”). Takl reserves the right to change the Benefits at any time in Takl's sole and absolute discretion. Your continued participation in the Program after any such change in the Benefits shall constitute your consent to such change. If you do not agree with a change Program or Benefits, you can terminate your participation in the Program as set forth below.
Program Access Fee
Your participation in the Program requires the payment of a monthly access fee during any calendar month in which you complete a Service or Support Service. The Program access fee shall be $4.99 per month (the "Program Access Fee"). You instruct and authorize Takl to deduct the Program Access Fee from the Job Fee of the first job(s) you complete in a calendar month. You acknowledge that Takl reserves the right, at any time, to modify its Program Access Fees and billing methods. The Program Access Fee replaces and supersedes the standard Access Fee charged to all Providers.
In exchange for your provision of Support Services, Takl shall compensate you the agreed upon amount for Support Services you perform to remedy Disputed Services and Property Damage Claims to the satisfaction of the Customer and/or Takl (the "Payment"). A Payment shall not be considered earned until you satisfactorily perform and complete the Support Services as determined by Takl in its sole discretion. Takl will process all Payments due to you through its third-party payments processor within seven (7) business days of your satisfactory completion of a Support Service.
A Payment shall not be considered earned until you satisfactorily perform and complete the Support Services as determined by Takl in its sole discretion. All Payments will be made to you in the month following the month in which they were earned.
Relationship of Parties
You are an independent subcontractor and are not an agent or employee of Takl, and you have no authority to bind Takl by contract or otherwise. You will perform the Support Services under the general direction of Takl, but you will determine, in your sole discretion, the manner and means by which you accomplish the Support Services, subject to the requirement that you shall at all times comply with applicable law. You are authorized to use other independent contractors to perform the Support Service with Takl's prior written approval.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Takl’s business, operations and properties (“Confidential Information”) disclosed to you by Takl for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Takl in order to prevent it from falling into the public domain.
Representations and Warranties
You hereby represent and warrant that you will abide by the terms and conditions of this Agreement and comply with all applicable laws and regulations (including copyright and trademark laws) in connection with your participation in the Program and you will not use the Takl Platform or anything in connection with this Program for any illegal or unauthorized purpose. You are prohibited from advertising your participation in the Program.
You shall not misrepresent your relationship with Takl to any third party and will not make any warranty or representation on behalf of Takl. You warrant that your participation in the Program does not and will not violate any agreement between you and any third party. Except for the foregoing, neither party makes any warranties, express or implied, with respect to the Program or any products or services, including without limitation implied warranties of fitness, merchantability or non-infringement of the Takl Platform or any Takl services.
Limitation of Liability
IN NO EVENT WILL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS, BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH TAKL, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Term and Termination
This Agreement is effective upon your acceptance of Takl's invitation to participate in the Program. You may terminate your participation in the Program at any time, for any or no reason. We may terminate this Agreement at any time for any or no reason, without explanation, effective upon sending written or email notice to you, or by terminating the Program in part or entirely as posted on this site. We maintain sole discretion to suspend or terminate your provision of Support Services in the future, for any or no reason.
You and we agree that any legal disputes or claims arising out of or related to the Agreement (including but not limited to your participation in the Program and provision of the Support Services), or the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute, that cannot be resolved informally shall be submitted to binding arbitration in the state in which the Agreement was performed. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules, or as otherwise mutually agreed by you and Takl. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Claims shall be brought within the time required by applicable law. You and we agree that any claim, action or proceeding arising out of or related to the Agreement must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND TAKL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
This Agreement shall be governed by the laws of the State of Tennessee without regard to choice of law principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Takl, in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Takl with respect to the subject matter hereof. Sections titled Modifications, Relationship of Parties, Confidentiality, Representations and Warranties, Limitation of Liability, Arbitration, and General shall survive any termination or expiration of this Agreement.
Last Update: May 30, 2019