VisApp, LLC. TERMS OF USE

Acceptance of Terms of Use

By using, visiting, or browsing any web site or portal published by VisApp, LLC, including ShowOff.com, any of its affiliates or subsidiaries (collectively, "VisApp") (collectively, the "Web Site(s)") you accept, without limitation or qualification, these Terms of Use and agree, without limitation, to the terms of our Privacy Policy. If you do not agree to these Terms of Use and our Privacy Policy, please do not use our services or visit our Web Sites. Acceptance of these Terms of Use constitutes a legal agreement between you and VisApp.

Changes to Terms of Use

VisApp may at any time revise these Terms of Use and/or our Privacy Policy. You are bound by any such revisions and should therefore periodically visit this page to determine the then current Terms of Use, Privacy Policy and conditions to which you are bound. Your use of the Web Sites after changes are made means you agree to be bound by the Terms of Use and Privacy Policy of the Web Site you visit as such Terms of Use and Privacy Policy exist at that time.

Limitations of Use

You must be 18 years of age or older to access our Web Sites or use our services. By accessing our Web Sites, you agree not to upload, post, e-mail or otherwise send or 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 associated with the Web Sites. You also agree not to interfere with the servers or networks connected to the Web Sites or to violate any of the procedures, policies or regulations of networks connected to the Web Sites, the terms of which are incorporated herein. You also agree not to (i) impersonate any other person while using the Web Sites, (ii) conduct yourself in an inappropriate, offensive, indecent, or vulgar manner while using our service or Web Sites, or (iii) use the Web Sites for any unlawful purpose. You further agree to only submit content to the Web Sites that is in compliance with all applicable laws, rules and regulations and is (a) owned by you, (b) submitted with the express permission of the owner or within the scope of the license to such content, or (c) in the public domain. VisApp reserves the right to terminate your access to the Web Sites or any of its services if it determines that you do not comply with these terms and conditions; provide false, inaccurate, or incomplete information during our registration process; engage in any conduct that would otherwise harm any of VisApp's rights or interests in its Web Sites, services, or other property; or for any or no reason whatsoever without prior notice to you.

Monitoring and Management of Content of Web Sites

VisApp shall have the right, but not the obligation, to monitor the content of the Web Sites to determine compliance with these Terms of Use and any other operating rules established by VisApp, as well as to determine compliance with applicable laws, including but not limited to, copyright laws. VisApp shall have the right in its sole discretion to edit, refuse to post, block access to, or remove any material submitted to or posted on the Web Sites that VisApp finds to be in violation of these Terms of Use or that VisApp believes may violate laws or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity.

VisApp Services

At VisApp we are committed to making your total VisApp experience a positive one. Upon entering your information and the request for which you would like a contractor/supplier/builder/real estate agent or some other Affiliate (collectively “Affiliates”), we will provide you with a list of one or more affiliates in your area, if any, who may be interested in fulfilling your service need.
However, we do not guarantee that we will be able to match your needs with an affiliate or that there are Affiliates in your area that either are capable or willing to service your needs. Although we take certain steps to examine the credentials of our listed Affiliates, we make no guarantees or representations regarding the skills or representations of such Affiliates or the quality of the job that he or she may perform for you if you elect to retain their services. VisApp may inform you of certain offers or discounts provided by affiliates. Such offers or discounts are made solely by the affiliates, and VisApp does not guarantee or warrant the pricing or discounts that an affiliate may offer you. Any quotes provided by Affiliates via the VisApp website are not contractually binding offers, are for informational purposes only, and cannot be accepted on or via the VisApp website. No contractual arrangement is created based upon the quotes provided to you from Affiliates (or your scheduling of an appointment with an affiliate) via the VisApp website. To contract with an Affiliate, you must work directly with the Affiliate. VisApp does not endorse or recommend the services of any particular Affiliate. It is entirely up to you to enter into a direct contract or otherwise reach agreement with an Affiliate, and we do not guarantee or warrant their performance on the job or the outcome or quality of the services performed. The Affiliates are not employees or agents of VisApp, nor is VisApp an agent of the Affiliates. VisApp does not perform, and is not responsible for, any of the services requested by you in your service request. Your rights under contracts you enter into with Affiliates are governed by the terms of such contracts and by applicable federal, state, provincial and local laws. Should you have a dispute with any Affiliate, you must address such dispute with the Affiliate directly, AND YOU HEREBY AGREE TO RELEASE VISAPP (AND OUR OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES AND AGENTS) AND ANY OTHER PERSON, FIRM, OR ENTITY (INCLUDING OUR BUSINESS PARTNERS SUCH AS A PRODUCT MANUFACTURER OR SUPPLIER WHO MAY EMPLOY THE VISAPP MATCHING UTILITY) FROM ANY DAMAGES OR CLAIMS (INCLUDING CONSEQUENTIAL AND INCIDENTAL DAMAGES) OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, AND DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES AND YOUR DEALINGS WITH AFFILIATES.

Resolution Process and Limited Service Guarantee.

While we cannot guarantee the work performed by a listed Affiliate, and while we have no obligation to you with regard to your relationship with an Affiliate, the VisApp resolution process has been developed to try and assist you in resolving any workmanship problems that may arise in the course of a home improvement repair or maintenance project and which may be the fault of an Affiliate who you learned about through the VisApp services. Under the circumstances more fully described herein and upon completion of all required procedures, although we have no such obligation, we may, upon your request, provide limited assistance in resolving disputes between you and an Affiliate. You must participate and use good faith efforts to resolve problems through the VisApp resolution process. If, in its sole discretion, VisApp determines that you have not participated and cooperated in good faith in the resolution process, VisApp may terminate such Resolution Process. Such limited assistance in no way nullifies the release and indemnification described in these Terms & Conditions.

Information You Provide To Us

Upon using the VisApp services, you will be prompted to disclose certain information about yourself and your service requirements, and you will be able to store information, such as images of your home, on our Web site. Some of this information will be sent to Affiliates who will need this information to respond to you or to other persons or entities in connection with our business. By providing this information to us, or by using our visualizers or by submitting a service request, you are requesting, and you expressly consent to being contacted by us and by our Affiliates and providers via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to your service request and our business, including marketing related emails. For complete details on our use of your information, please see our Privacy Policy. You agree that by completing a service request, you are entering into a business relationship with VisApp and its Affiliates and thus agree to be contacted by VisApp and/or its Affiliates. You promise that all information you provide will be accurate, current and truthful to the best of your knowledge. If you provide any information that is untrue, not current or incomplete, or VisApp has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, VisApp has the right to refuse any current or future use of the VisApp services (or any portion thereof) by you. You are responsible for any use of the VisApp services by persons to whom you intentionally or negligently allow access to your ID and password.

Affiliate Prescreening Procedures And Disclaimers

Unless otherwise noted on the screening tab of a Affiliate's profile page, VisApp.com uses the following criteria as part of its registration enrollment process ("registration") for new Affiliates, with the exception of Corporate Accounts (as described below) and Affiliates providing services in Canada (which are not screened) applying for membership in our network:

Licensing. VisApp confirms at the time of an Affiliates registration, that a prospective new Affiliate has all applicable required state-level trade licensing. Certain states may require state-level licensing for projects above specified dollar amounts. We recommend you confirm these licensing requirements with the business and the applicable state and local licensing authorities. In some states, licensing may be required by the county or local authority in which the work is being performed. We recommend you confirm these licensing requirements before proceeding with your project. Larger projects often require the use of sub-contractors for specific types of work (for example, a kitchen remodel may require an electrician or plumber). We recommend you verify that all the sub-contractors doing work on your project carry the appropriate licensing. Given the unique nature of California licensing, VisApp relies on representations of Affiliates that are using a California General building contracting license to cover home improvement tasks, that such Affiliates are performing more than one task as defined and required by California licensing rules. We always recommend that you ask the business to provide you with a copy of their license. VisApp does not check state-level or provincial level trade licensing for photographers or caterers.

Insurance/Bonding. For certain categories of tasks, VisApp confirms general liability insurance coverage, bonding information (maid services) or cargo insurance (movers) presented by member Affiliates in their profiles at the time of their registration with VisApp. VisApp confirms such coverage via the Affiliate's insurance agent. VisApp does not confirm general liability coverage for all categories of Affiliates.

State Business Filings.  For business types that require a Secretary of State filing, we confirm that the Affiliate is in good standing in the state in which it is located. This check applies to Affiliates that are corporations and Limited Liability Companies (LLC's).

Criminal Records Search.  VisApp uses 3rd party data sources to conduct a criminal search for any relevant criminal activity associated with the owner/principal of the business.

Sex Offender Search.  In the state in which the owner/principal of the company is located, we check the state's official Sex Offender web site, to confirm that there is not a match based solely on the name of the owner/principal of the company. We do not run sex offender searches in any other states. Please note that only a fingerprint match can guarantee an accurate match for a sex offender search. We recommend that you check the applicable state sex offender website for any individual that will be performing work in your home.

Identity Verification (Social Security Number). VisApp verifies the social security number(s) of the Affiliate's owner/principal for identity check purposes. This check applies primarily to smaller business entities. VisApp does not screen Canadian Affiliates.

Identity Verification (Reverse Phone Lookup).  We conduct a reverse business phone lookup to identify records matching the phone number information provided by the business.

Legal Search for Civil Judgments.  We use 3rd party data sources that record legal information to check the principal / owner of the business for significant state-level civil legal judgments entered against the principal / owner by business customers and for bankruptcy filings by or against the principal / owner, within the three years prior to such Affiliate's registration with VisApp.
NOTE: Member Affiliate information confirmed at the time of enrollment as described above may change or expire over time; while VisApp attempts to maintain accurate and up-to-date information, and confirms changes when notified, we perform screening solely at the time the member applies for membership in the VisApp network, and therefore, we cannot guarantee that profile and screening information is accurate. Therefore, we recommend that before working with an Affiliate you verify that information presented in the Affiliate's profile is still current and/or acceptable to you.

Corporate Accounts - Some Affiliates are employees, franchisees, dealers, or independent contractors ("Corporate SP's") of larger national or corporate accounts ("Corporate Accounts"). In such event, you may be matched with the Corporate Account entity or with one of their Corporate SP's. The above screening criteria is not applicable to Corporate Accounts, and therefore, VisApp does not screen the Corporate Accounts or Corporate SP's, but rather relies on screening, if any, that may be performed by the Corporate Account. If you have any questions about what screening the Corporate Account performs on its Corporate SP's, you should contact the Corporate Account directly.

Affiliates Profiles: VisApp allows Affiliates to post profiles about themselves and their business on the VisApp Web site. VisApp does not review or verify the information or representations set forth in those profiles, except as expressly set forth above, as they are self-reported by the Affiliate.

The above procedures may change from time to time at the sole discretion of VisApp. VisApp believes that it uses commercially reasonable methods to check these matters but does not make any representations or warranties that members are appropriately licensed, free of significant state-level civil legal judgments, or carry appropriate general liability insurance or bonding at the time of registration, during the period they are members, or thereafter. As circumstances can change daily, VisApp advises consumers to check these matters for themselves especially at future dates. VisApp does not represent or warrant that the information received from state, provincial or other government agencies or from third party sources is accurate, error free, or that it is up to date or updated at the time that VisApp checks such information. Most agencies have periodic update cycles or schedules and this information is not updated on a real-time basis by such agencies and third party sources.

Posting Ratings & Reviews On Web Sites

VisApp reserves the right, but not the obligation, to refuse to post or to remove any Review if VisApp determines (in its sole discretion) that it contains or features any of the following:

1. Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.)
2. References to illegal activity.
3. Reviews that do not address the goods and services of the business or reviews with no qualitative value (e.g., "work has not started yet").
4. Language that violates the standards of good taste or the standards of Web Site.
5. Comments concerning a different Affiliate.
6. Information not related to work requested in the service request.
7. Statements that are or appear to be false.
8. Comments that disparage VisApp.

Further, the reviewer must provide permission to VisApp to contact the Affiliate about his or her work request. If a dispute arises between a consumer and professional, the rating submitted may be held in pending status until resolution is reached.

Ratings & Reviews Are Not Endorsed by VisApp.com

All Ratings and Reviews of an Affiliate displayed to you reflect the opinions of other consumers, and do not reflect or represent the opinions or representations of VisApp. VisApp disclaims any and all representations or warranties with regard to the Ratings and Reviews.
Reviews do not reflect the views of VisApp; its parent, subsidiary or affiliated companies; or its employees, officers, directors, or shareholders.
VisApp does not assume responsibility or liability for any Review or for any claims, damages, or losses resulting from any use of the Site or the materials contained therein.

Links

Some of the hyperlinks on the Web Sites may lead to third-party web sites. These web sites are not controlled by, or affiliated with, VisApp. In addition, other web sites may link to our Web Sites. VisApp is not responsible for the content or privacy policies of these third-party web sites.

Intellectual Property

The elements of the Web Sites, including, but not limited to, text, graphics, logos, depictions, designs, photographs, images, digital downloads, data compilations, sound, video, and software are protected by United States and international copyright, trademark, and trade dress laws and are the property of VisApp or its affiliates. The compilation of the content on the Web Sites is the exclusive property of VisApp.

Copyrights

The copyright in all materials provided on the Web Sites is owned by VisApp or its affiliate(s). Except as stated herein, none of the material contained in the Web Sites may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written consent of VisApp. Permission is hereby granted to view, copy, print and download the materials on the Web Sites for personal, noncommercial use only provided such materials are used for informational purposes only, and all copies or portions thereof, include this copyright notice. VisApp may revoke any of the foregoing rights at any time. You may not, without VisApp's prior written consent, "mirror" any material contained on the Web Sites on any other server. Upon termination of any rights extended hereunder, you must immediately destroy any downloaded and printed materials obtained from any Web Site. Any unauthorized use of any material contained on the Web Sites may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Notification of Copyright Infringement

If you believe that a work you own and which is protected by copyright has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Web Sites or on sites linked to from the Web Sites, please provide VisApp's Copyright Agent (identified below) a written or electronic notice ("Notice") containing the following information:

• your full legal name, as well as your address, telephone number, and email address;
• a physical or electronic signature of the person authorized to act on behalf of the owner of the copyrighted work(s) that is/are alleged to have been infringed;
• an identification of the copyrighted work(s) you claim is/are being infringed;
• an identification of the material you claim is infringing and its location;
• a statement by you that you have a good faith belief that the disputed use of the copyrighted work(s) is/are not authorized by you, the copyright owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Agent:

Address:
VisApp, LLC.
2100 Constitution Blvd., Suite 164
Sarasota FL 34231
Phone: (888) 773-4426
Fax: (888) 724-1343
email: legal@VisApp.com
THE COPYRIGHT AGENT SHOULD BE CONTACTED ONLY FOR THE PURPOSE OF NOTIFYING THE COPYRIGHT AGENT THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE WEB SITES OR ON SITES LINKED TO/FROM THE WEB SITES.
ANY REQUEST, INQUIRY OR COMMUNICATION THAT IS SENT TO THE COPYRIGHT AGENT FOR ANY OTHER PURPOSE WILL NOT BE RESPONDED TO.

Trademarks

The trademarks, service marks and logos ("Trademarks") used and displayed on the Web Sites are registered or unregistered Trademarks of VisApp. Nothing on the Web Sites shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark displayed on the Web Sites without the prior written consent of the Trademark owner. The name of VisApp or any Trademark may not be used in any way including in any advertising or publicity pertaining to distribution of materials on the Web Sites without the prior written consent of VisApp. VisApp prohibits the use of any VisApp logo and Trademark as a "hot" link to any web site unless establishment of such link is approved in advance by VisApp in writing.

Submissions

You are responsible for all information you provide to VisApp or post on the interactive site(s). If VisApp has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, VisApp has the right to suspend or terminate your account and refuse any and all current or future use of the site and hold you responsible for any claim and/or damages arising from such information. Any messages or other postings without valid email address verification are subject to removal. Any information you post on this site is subject to disclosure to any regulatory or criminal authority or third party.
Information and messages you post on this site are posted at your own risk. VisApp is not responsible for and disclaims all liability related to your use of this site or reliance on the information posted on this site. VisApp is not responsible for the accuracy, content, or reliability of any information posted on this site by other users.

Use of Information and Materials Submitted to the Web Sites

VisApp is free to use any photos, drawings, text, comments, suggestions, information, ideas, concepts, reviews, techniques and/or any other content or information (collectively and severally, "Materials") submitted by you to VisApp and/or contained in any communication you may send to VisApp (through the Web Sites or otherwise) without further compensation, acknowledgement or payment to you, for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Web Site or other Web Sites. Any Materials that are submitted shall become, and remain, the property of VisApp. You hereby assign all right, title and interest in such Materials to VisApp. Without limiting the foregoing, VisApp may use, reproduce, edit, display, transmit, prepare derivative works of, modify, publish, and otherwise make use of Materials in any and all media, whether now known or hereinafter created, throughout the world and for any purpose, without compensation to you of any kind. In the event that any such Materials cannot be so assigned to VisApp, you hereby grant VisApp an irrevocable, world-wide, fully-paid, royalty-free license to use the Materials as otherwise described in these Terms of Use and for any other purpose. VisApp is not responsible for the confidentiality of any information communicated to our Web Sites. By communicating material to our Web Sites, you agree that VisApp has the right to publish the material for any purpose, including, but not limited to, advertising and promotional purposes. You acknowledge and agree that VisApp shall have no obligation to post, display, or otherwise make publicly available any Materials submitted by you. Any information submitted on the Web Sites is subject to the VisApp Privacy Policy, the terms of which are incorporated herein.
You acknowledge and agree that Materials submitted by you may be made available by VisApp for viewing, rating, reviewing, and commenting by the public. You acknowledge that comments or ratings that you disagree with or are unhappy about may be published or otherwise become associated with Materials that you submit to VisApp. By submitting Materials to VisApp, you waive any privacy expectations that you may have with respect to the Materials and agree that VisApp is not responsible or liable for any viewing, rating, reviewing, and commenting by the public with respect to any Materials.
By submitting Materials to VisApp, you represent and warrant that the Materials comply with all applicable laws, rules and regulations and do not infringe any copyright, trademark, property rights, rights of privacy or publicity of any person, or any other right (including without limitation intellectual property and proprietary rights) of any third party and that you have the full and unrestricted right to transfer the Materials to VisApp, free and clear of any claims or encumbrances. You agree to hold VisApp and its officers, directors, employees, agents, successors, and assigns harmless from and against—and hereby waive any right to pursue—any claims of any nature arising in connection with any breach of the foregoing representation and warranty and/or VisApp’s use of the Materials submitted to VisApp and used in any manner in VisApp’s sole and absolute discretion.

DISCLAIMER OF WARRANTY

THE CONTENT (IN WHATEVER FORM OR MEDIA) CONTAINED ON THE WEB SITES IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEB SITES; ANY FAILURES, DELAYS, OR INTERRUPTIONS IN THE DELIVERY OF ANY CONTENT CONTAINED ON THE WEB SITES; ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE CONTENT PROVIDED ON THE WEB SITES; OR ANY CONDUCT BY USERS OF THE WEB SITES. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, VISAPP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATIONS OF RIGHTS.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VISAPP, ITS OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE (JOINTLY OR SEVERALLY) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFIT, ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE THE MATERIALS ON THE WEB SITES, EVEN IF VISAPP OR A VISAPP'S REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnity

You agree to indemnify, defend and hold harmless VisApp, its officers, directors, employees, and agents, from and against any claims, actions, or demands, including, but not limited to, reasonable legal and accounting fees, alleging or resulting from your use of the Web Sites or your breach of these Terms of Use. VisApp shall provide notice to you promptly of any such claim, suit, or proceeding and may, at VisApp’s discretion, assist you, at your expense, in defending any such claim, suit, or proceeding.

Choice of Law

You agree that any issue or dispute arising out of or in connection with your use of our Web Sites, intellectual property, the Terms of Use, the Privacy Policy, or any matter concerning VisApp shall be governed by the laws of the United States and the State of Florida. You agree that any such issue or dispute shall be brought exclusively in the federal or state courts located in Sarasota, Florida. If any provision of the Terms of Use or Privacy Policy is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use or Privacy Policy, which shall remain in full force and effect. By using the Web Sites, you agree to comply with all applicable laws and regulations, including export and re-export control laws and regulations of the United States. The material provided on the Web Sites is protected by law including, but not limited to, United States copyright and trademark law and international treaties. VisApp makes no representation that materials contained in the Web Sites are appropriate or available for use in other locations and access to them from territories where their contents are illegal is prohibited. Those who choose to access the Web Sites from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.
Copyright 2011. VisApp, LLC. All rights reserved.