Terms of Service
ClearBuilt Terms and Conditions(End User License Agreement / Terms of Service)
Last updated July 19, 2024
This “Application” (or “App”) is known as “ClearBuilt Construction Project Video-Based Bidding, Escrow and Milestone Payment Systems, and Methods”. This Application is licensed to You (End-User) by ClearBuilt, Inc., located at 8934 Elgin Drive, Lafayette, Colorado 80026, United States (Licensor), for use only under the terms of this License Agreement.
The App allows owners and contractors to find, communicate with and interact with each other.
The following terms are used interchangeably in this Agreement: (i) “ClearBuilt”, “ClearBuilt, Inc.”, “Licensor”, “Us” and “We”; and (ii) “You”, “Your”, “End-User” and “Licensee”.
By using the Application found at https://www.clrblt.com/, and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement.
ClearBuilt, Inc. is solely responsible for the licensed Application and the content thereof.
All rights not expressly granted to You are reserved to Licensor.
1. THE APPLICATION
The Application provides a one-stop platform to submit home renovation and home repair project videos and descriptions, obtain bids from contractors, match homeowners with contractors, and process payments through escrow. It seamlessly connects owners with contractors, and steps them through an escrow process in a 'frictionless' manner.
Among other features, the Application:
(i) enables recording or uploading, by app, a video describing a project; (ii) shows the project site; (iii) sends the video to one or more potential contractors (bidders); (iv) solicits competitive bids; (v) enables contractors to upload videos of their bids; (vi) links the owner with the successful bidder (contractor); (vii) creates a 'default' contract between owner and contractor (if the parties prefer to not separately enter into their own contract off-site); (viii) establishes "milestone dates" or “benchmarks” for interim payments; (ix) prompts and reminds owners to deposit funds (into escrow); (x) promptly communicates with owners and contractors, to update them of the project's progress, payments received, and disbursements made; (xi) confirms the owner’s approval and then releases payment; and (xii) enables users to 'accept' a project's interim and/or final completion.
“Owners” may include owners of their residence, a vacation home, or even vacant land which they want to improve. “Contractors” include trades such as general contractors, carpenters, floor and carpet installers, design professionals (e.g., architects and engineers), plumbers, electricians, painters, and floor tilers.
Contractors must comply with all applicable laws, including (i) having current licenses and registrations in good standing and (ii) complying with all insurance requirements.
The Application is not tailored to comply with industry-specific regulations (e.g., Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if Your interactions would be subjected to such laws, You may not use this Application. You may not use the Application in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. SCOPE OF LICENSE
2.1 You are given a non-transferable, non-exclusive, non-sublicensable license to use the Licensed Application.
2.2 This license will also govern any updates of the Application provided by Licensor that replace, repair, and/or supplement the first Application, unless a separate license is provided for such update in which case the terms of that new license will govern.
2.3 You may not share or make the Application available to third parties (unless with ClearBuilt, Inc.'s prior written consent), sell, rent, lend, lease or otherwise redistribute the Application.
2.4 You may not reverse engineer, translate, disassemble, integrate, decompile, integrate, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Application, or any part thereof (except with ClearBuilt, Inc.'s prior written consent).
2.5 You may not copy (excluding when expressly authorized by this license and the Usage Rules) or alter the Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the App Store Terms of Service, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time.
2.6 Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
2.7 Licensor reserves the right to modify the terms and conditions of licensing.
2.8 Nothing in this license should be interpreted to restrict third-party terms. When using the Application, You must ensure that You comply with applicable third-party terms and conditions.
3. TECHNICAL REQUIREMENTS
3.1 The Application requires a firmware version XXX.0.0 or higher. Licensor recommends using the latest version of the firmware.
3.2 Licensor attempts to keep the Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.
3.3 You acknowledge that it is Your responsibility to confirm and determine that the app end-user device on which You intend to use the Application satisfies the technical specifications mentioned above.
3.4 Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
4. MAINTENANCE AND SUPPORT
4.1 The Licensor is solely responsible for providing any maintenance and support services for this licensed Application. You can reach the Licensor at john@clrblt.com.
5. USER-GENERATED CONTRIBUTIONS
The Application may invite You to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Application and through third-party websites or applications. As such, any Contributions You transmit may be treated as non-confidential and non-proprietary. When You create or make available any Contributions, You thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the sole creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Application, and other users of the Application to use Your Contributions in any manner contemplated by the Application and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in Your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of Your Contributions in any manner contemplated by the Application and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Application in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of Your rights to use the Application.
6. CONTRIBUTION LICENSE
By posting Your Contributions to any part of the Application or making Contributions accessible to the Application by linking Your account from the Application to any of Your social networking accounts, You automatically grant, and You represent and warrant that You have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broad cast, retitle, archive, store, cache, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, Your image and voice) for any purpose, commercial advertising, or otherwise, and to prepare derivative works of, or incorporate in other works, such as Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of Your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images You provide. You waive all moral rights in Your Contributions, and You warrant that moral rights have not otherwise been asserted in Your Contributions.
We do not assert any ownership over Your Contributions. You retain full ownership of all of Your Contributions and any intellectual property rights or other proprietary rights associated with Your Contributions. We are not liable for any statements or representations in Your Contributions provided by You in any area in the Application. You are solely responsible for Your Contributions to the Application and You expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding Your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations in the Application; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor Your Contributions.
7. NO LIABILITY; RELEASE; INDEMNIFICATION
7.1 Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this Agreement. To avoid data loss, You are required to make use of backup functions of the Application to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Application, You will not have access to licensed Application.
7.2 Without limiting any other indemnifications or releases contained elsewhere, you shall defend, indemnify and hold ClearBuilt and its officers, directors, employees, members, partners, and agents harmless from and against any and all claims, actions, liability, expenses, costs, or losses arising from: (i) Your modification of the Application; (ii) any combination, interface, operation or use of the Application with other technology; (iii) misuse of the Application; (iv) the acts (or any failure to act) of You hereunder; and (v) any breach by You of the obligations of You under this Agreement.
8. LIMITED WARRANTY
8.1 Licensor warrants that the Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. Licensor warrants that the Application works as described in the user documentation.
8.2 No warranty is provided for the Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of ClearBuilt, Inc.'s sphere of influence that affect the executability of the Application.
8.3 You are required to inspect the Application immediately after installing it and notify ClearBuilt, Inc. about issues discovered without delay by e-mail at john@clrblt.com. The defect report will be taken into consideration and further investigated if it has been mailed within a period of three (3) days after discovery.
8.4 If we confirm that the Application is defective, ClearBuilt, Inc. reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.
9. PRODUCT CLAIMS
ClearBuilt, Inc. and the End-User acknowledge that ClearBuilt, Inc. is responsible for addressing any claims of the End-User or any third party relating to the licensed Application or the End-User’s possession and/or use of that licensed Application, including, but not limited to:
(i) product liability claims;
(ii) any claim that the licensed Application fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation.
10. LEGAL COMPLIANCE
You represent and warrant that You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and that You are not listed on any U.S. Government list of prohibited or restricted parties.
11. CONTACT INFORMATION
For general inquiries, complaints, questions, or claims concerning the licensed Application, please contact: John Van Bockern or Christopher Roth8934 Elgin DriveLafayette, CO 80026 john@clrblt.com
12. TERMINATION
The license is valid until terminated by ClearBuilt, Inc. or by You. Your rights under this license will terminate automatically and without notice from ClearBuilt, Inc. if You fail to adhere to any term(s) of this license. Upon License termination, You shall stop all use of the Application, and destroy all copies, full or partial, of the Application.
13. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY
Upon Your acceptance of the terms and conditions of this license agreement, clrblt will have the right (and will be deemed to have accepted the right) to enforce this End User License Agreement against You as a third-party beneficiary thereof.
14. INTELLECTUAL PROPERTY RIGHTS
ClearBuilt, Inc. and the End-User acknowledge that, in the event of any third-party claim that the licensed Application or the End-User's possession and use of that licensed Application infringes on the third party's intellectual property rights, End-User will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claims.
15. APPLICABLE LAW
This license agreement is governed by the laws of the State of Colorado.
16. ADDITIONAL END-USER ACKNOWLEDGEMENTS AND AGREEMENTS
16.1 ClearBuilt is neither a construction company nor a contractor, subcontractor, material supplier, architect, engineer, design professional, laborer, or the like. ClearBuilt does not advise or consult regarding legal matters, nor provide legal nor construction-related advice. Rather, ClearBuilt solely provides a marketplace to introduce and connect homeowners with potential contractors (bidders). You are encouraged to consult with Your own legal counsel before entering into any agreements in connection with this Application and the contemplated construction services.
16.2 ClearBuilt’s sole compensation is derived from a ‘service fee’ payable by the contractor, which generally is a flat fee depending on the amount paid to such party.
16.3 You give ClearBuilt permission and irrevocably authorize and instruct ClearBuilt, through its third-party payment processing company, to charge any project fees to Your credit card, PayPal account, or other approved methods of payment.
16.4 You must be, and hereby represent You are, at least 18 years old and have the requisite power and authority to enter into this license. To use ClearBuilt’s services, You must comply with all licensing or registration requirements with respect to Your business and You represent that You comply with all such requirements.
16.5 ClearBuilt reserves the right, in our sole discretion, to refuse, suspend, or revoke Your access to the Application or our services upon a violation of this license for any other reason, or for no reason, all in ClearBuilt’s sole discretion. You may not access or use the Application if we have previously banned You.
16.6 By registering for an account through our Application, or by clicking to accept the Terms of Service when prompted, You are deemed to have electronically executed this license, all terms and conditions, and all terms of service, effective on the date You register Your account or click to accept the Terms of Service (pursuant to the U.S. Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, et seq.). You acknowledge that You can electronically receive, download, and print this license and any amendments.
16.7 You acknowledge that ClearBuilt uses and invests substantial resources and effort to ensure its Application functionality and to connect its users. You represent and warrant that You will not circumvent or attempt to circumvent ClearBuilt or this license, or in any way procure services from another user outside of the Application without ClearBuilt’s prior written consent.
16.8 ClearBuilt encourages Owners and contractors to enter directly into a formal, written construction contract between them. In the absence of a separate written contract, the videos submitted along with these terms of our ClearBuilt Project Agreement shall be the default contract concerning the project. In either event, ClearBuilt is not a party to those contracts, will not (and cannot) give any guidance or advice with respect to those contracts, and will not act as a mediator or arbitrator with respect to any disputes between an owner or contractor.
17. PROJECT EXAMPLE
The following example illustrates how an owner and contractor might use the Application.
17.1 Owners and contractors register their basic information through the Application.
17.2 Owner wants to paint a room. Owner uses the Application to record a short video (we recommend 120 seconds or less). While the video need not be “studio professional quality”, it should be clear, well-lit, and detailed enough so that the contractor understands the scope of the Project.
17.3 Owner is encouraged to upload any other criteria or concerns, so that contractor can provide a project estimate. For example, owner should specify (i) whether owner or contractor will supply materials, (ii) the room’s dimensions, (iii) other pertinent information, (iv) deadlines, (v) accessibility, and (vi) any concerns or questions.
17.4 Owners should keep in mind that the Application is designed for efficiency, to connect owners with contractors. Therefore, in order for a contractor to provide an accurate, firm price (bid), the contractor must have clear, easy-to-understand information and directions, and that contractors may request additional information from owners as may be necessary to provide an accurate and detailed project estimate or bid.
IMPORTANT: most construction disputes fall into 3 categories: (i) contractor does not meet owner’s deadlines; (ii) owner feels the contractor’s workmanship (quality) is not what owner expected; and (iii) contractor encounters unexpected on-site conditions which owner concealed or did not disclose. Disputes can be expensive and are often avoidable when parties have clear expectations and understandings.
17.5 Owners can offer to pay upon substantial completion, or make interim payments. For example:
i. a project might be paid using a percentage of completion. For example, (a) 10% to start, (b) 20% when the project is 1/3 complete, (c) another 30% when the project is 2/3 complete; (d) another 30% when the project is ‘substantially complete’; and (e) the final 10% (sometimes called ‘retainage’) within 7-10 days after owner inspects the work and agrees that contractor has satisfactorily finished the job.
ii. another method is to use ‘milestones’ or benchmarks, based on a series of clearly-defined stages. For example, (a) 30% might be payable upon patching, prepping and sanding holes, cracks, and other surfaces, (b) the next 30% could be payable after the 1st paint coat is applied, (c) another 30% is paid after the final paint coat is applied, and (d) the last 10% is paid after owner inspects, contractor has cleaned up and removed all supplies, tools, and debris.
We emphasize that this is purely for illustration purposes only.
17.6 [only applicable if project is using our bidding service] The project is then ‘posted’ for contractors to see and evaluate. Interested, qualified contractors are then encouraged to bid on the project.
17.7 [only applicable if project is using our bidding service]The contractor can provide a bid in writing and/or via video. The contractor’s bid should provide sufficient details, such as: prices for labor and materials; contractor’s availability; how long the bid is valid through; estimated time to complete the project; and what warranty (if any) the contractor will provide to owner. Contractor may also request additional information about the project details if necessary.
17.8 Owners and contractors can and should ask questions, provide answers and other information, and negotiate terms, directly through the Application.
17.9 After the parties reach an agreement, they can either use the Application’s ‘default contract’, or a written contract to which they have mutually agreed.
17.10 The project cannot start, and will not go ‘live’, until: (a) the parties deliver a true and complete copy of their contract to ClearBuilt; (b) the parties electronically confirm that they have executed and delivered the contract, and (c) owner submits payment as contemplated by the parties’ written agreement.
17.11 Owner’s payments are secure. Those funds are held in escrow with us through Mercury Bank. No monies will be disbursed unless and until: (i) contractor finishes the project (or the interim milestone/benchmark); and (ii) owner approves that request for payment (or ‘draw).
17.12 Through the Application, owner and contractor will keep each other informed regarding the project’s status. This is particularly helpful if owner is not on-site. Contractor is encouraged to upload photos and/or videos to show progress of the project. Likewise, if owner has questions or concerns, owner should also upload photos/videos. “A picture is worth 1,000 words”, and applies here. This is important, because it creates a record, AND if a dispute arises, it makes it easier for the “dispute decisionmaker” to understand what the disagreement is about.
17.13 While the Application is geared to avoid disputes between owners and contractors, occasionally disagreements may arise. In that case, and except as otherwise stated in these Terms and Conditions (or elsewhere in the Application), ClearBuilt will not release any funds to either party without either (i) a court order or (ii) the parties’ mutual agreement.
17.14 For disputes between an owner and contractor where the contested amount is less than $500, ClearBuilt (in its sole discretion) may render its decision, and both owner and contractor agree to be bound by ClearBuilt’s decision. For all other disputes, the parties shall both attempt in good faith to resolve their differences, for which a ClearBuilt representative may offer assistance to reach a resolution. If the parties cannot agree on a resolution within 7 days, then both parties shall submit their dispute to a mediator selected by ClearBuilt, who shall attempt to foster a mutually-agreeable resolution between the parties. As a last resort, if the parties cannot agree on a mutually-agreeable resolution, then the parties will submit their dispute to binding arbitration, in accordance with the procedures separately set forth by the projects' local court system.
17.15 ClearBuilt’s customary service fee does not include its time and effort to resolve disputes. Dispute resolution will be charged separately, in addition to ClearBuilt’s service fee. In those cases, contractor and owner will equally share ClearBuilt’s fees for dispute resolution, which will be billed at ClearBuilt’s hourly rate of $200 (which is subject to change from time to time), payable in advance.
18. DISPUTE RESOLUTION (ARBITRATION) BETWEEN YOU AND CLEARBUILT
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CLEARBUILT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
18.1 You agree that any disputes or claims arising out of or related to Your use of our services, our Application, these Terms and Conditions, and any other ClearBuilt terms, but expressly excluding claims related to a project between an owner and a contractor, (a “Dispute”) that cannot be resolved after 30 days discussion between You and us shall be submitted to binding arbitration.
18.2 You and ClearBuilt agree that any Dispute must be brought in Your individual capacity, and not as a plaintiff or class member in a collective, or representative proceeding. You acknowledge that the arbitrator will not consolidate more than one person’s claims, and will not otherwise preside over any form of a representative, collective, or class proceeding.
18.3 YOU ACKNOWLEDGE AND AGREE THAT YOU AND CLEARBUILT EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
18.4 The American Arbitration Association (“AAA”) Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) and the then-in effect (available at www.adr.org/arb_med or calling 1-800-778-7879) and the Federal Arbitration Act, except as modified by this “Dispute Resolution” section, will govern the interpretation and enforcement of this Section.
18.5 A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules and do so within the time required by applicable law.
18.6 The arbitration will be conducted in Denver, Colorado. If Your claim does not exceed $2,500, then the arbitration will be conducted solely on the basis of documents You and ClearBuilt submit to the arbitrator. If Your claim exceeds that amount, then the AAA Rules will determine Your and our right to a hearing.
19. LIMITATIONS OF CLEARBUILT’S LIABILITY
19.1 Our App connects third-party contractors and owners, who want to do business together.
19.2 Contractors are self-employed/independent contractors, who choose to contract with owners posting on our platform. ClearBuilt does not control any part of a project or its performance, the scope or price of a project, the quality or workmanship of labor or materials, nor the timeliness of performance.
19.3 CLEARBUILT IS A PLATFORM AND DOES NOT PROVIDE CONSTRUCTION, CONTRACTING, OR DESIGN SERVICES. IT IS THE OWNER’S AND CONTRACTOR’S SOLE DECISION WHETHER TO DO BUSINESS WITH EACH OTHER.
19.4 ClearBuilt is not responsible for the performance of its contractors, nor for any act or omission of an owner who posts on our App.
19.5 Our services and App enable connections and communications between owners and contractors to contract for projects; however, ClearBuilt has no control over and is not responsible for the performance, actions, or inactions of any owner or contractor, whether identified through our services, our App, in public, private, or offline interactions, or otherwise.
19.6 Without limiting any other indemnifications or releases contained elsewhere, You agree to indemnify, defend and hold harmless ClearBuilt (and its officers, directors, shareholders, partners, members, employees, and agents) from and against all claims, costs, expenses, suits, liabilities, damages, judgments, and awards (including, without limitation, court costs and reasonable attorneys’ fees) in connection with any project, Your use of ClearBuilt’s services or App, and with respect to any act, omission or agreement between owner and contractor, however caused and for any reason whatsoever.
19.7 You understand, acknowledge, and agree that:
A. We make no representations or warranties about the quality or suitability of owners or contractors, or about your interactions and dealings with users of our App.
B. Neither contractors nor owners are under the direction or control of ClearBuilt. Contractors determine (in their own discretion) how to provide their services, and owners determine the scope and payment for their posted projects.
C. ClearBuilt does not employ, recommend or endorse owners or contractors, and to the maximum extent permitted by applicable law, we will not be responsible or liable for the performance or conduct of any contractor owner, whether online or offline.
D. YOUR USE AND/OR PROVISION OF THE APP OR OUR SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK.
E. In all cases, our maximum liability shall be limited to the lesser of: (i) $300; (ii) 10% of the project’s price; or (iii) 10% of the amount an owner has deposited with ClearBuilt.
F. Owners and contractors are solely responsible for evaluating, researching, investigating, and making an informed decision whether or not to use our App, our services, or to contract with each other for a project. We do not conduct screenings, reviews, interviews, or background checks of any owner or contractor.
19.8 Exclusion of Certain Types of Damages. To the maximum extent permitted under applicable law, in no event will ClearBuilt be liable to you for any indirect, special, incidental, or consequential damages, or for any business losses, or loss of profit, revenue, contracts, data, goodwill, or other similar losses or expenses that arise out of or relate to the use of or inability to use the ClearBuilt App or services, including without limitation damages related to any information received from the ClearBuilt App or services, removal of your profile information or review (or other content) from the ClearBuilt App or services, any suspension or termination of your access to the ClearBuilt App or services, or any failure, error, omission, interruption, defect, delay in operation or transmission of the ClearBuilt App or services, even if we are aware of the possibility of any such damages, losses or expenses. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
19.9 No Liability for non-ClearBuilt Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLEARBUILT BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE CLEARBUILT APP OR SERVICES, INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE, THEFT, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM RELIANCE ON INFORMATION OR CONTENT POSTED ON OR TRANSMITTED THROUGH THE OUR APP OR SERVICES, OR FOR ANY INTERACTIONS WITH OTHER USERS OF OUR PLATFORM, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO ATTEMPT TO DEFRAUD OR HARM YOU.
20. PAYMENTS AND PROCESSING
20.1 If you are a contractor, ClearBuilt reserves the right to issue a hold on amounts otherwise payable to you if there is a reasonable suspicion of fraudulent activity involving your accounts or for other similarly compelling reason involving protection of ClearBuilt, the ClearBuilt community or third party rights. We may also recommend that third party payment service providers restrict your access to funds in your account under the same circumstances.
20.2 If you are an owner, when you pay for services on our platform, you will be required to provide us with valid, up-to-date credit card or other payment information and to maintain that payment information (or an acceptable alternative payment method) on file with your account so long as you have any outstanding or open payments or contracts.
20.3 ClearBuilt’s role is to facilitate payments from owners to contractors, as a limited payment agent for the contractor. You authorize us to charge your credit card or other payment method for fees you incur as they become due and payable, and to charge any alternative payment method ClearBuilt has on record for you in the event your primary payment method is expired, invalid, or otherwise not able to be charged. You are responsible for maintaining up-to-date payment information. If we cannot charge you when due because your payment information is no longer valid, or if we do not receive your payment when due, then you understand that neither ClearBuilt nor the contractor will be responsible for any failure to provide further services. All amounts paid via the ClearBuilt platform are non-refundable once paid.
20.4 Except for taxes on ClearBuilt’s income and gross receipts or where ClearBuilt is otherwise required to collect taxes, you acknowledge that you are solely responsible to pay any applicable taxes that arise as a result of your purchase, provision, or use of services through ClearBuilt. This includes, without limitation, any form of sales tax, VAT, or income tax on fees paid or received by you through the App.
20.5 Payment processing services are provided by Mercury Bank and subject to its/their service agreement available at https://mercury.com/legal/terms. By using our App to receive or make payment, you will be asked to set up a Processor account and accept their terms. You authorize ClearBuilt to obtain all necessary access to, and perform all necessary activity on including requesting refunds where appropriate, your Processor-connected account to facilitate payment related to services you purchase or provide. You further agree to provide accurate and complete information about you and your business, and authorize ClearBuilt to share it and transaction information with Processor for the purposes of facilitating the payment processing services provided by Processor. ClearBuilt reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.
21. MISCELLANEOUS
21.1 If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose. 21.2 Revisions, modifications, and amendments are only valid if in writing, signed by the party against whom enforcement is sought.
Last updated July 19, 2024
This “Application” (or “App”) is known as “ClearBuilt Construction Project Video-Based Bidding, Escrow and Milestone Payment Systems, and Methods”. This Application is licensed to You (End-User) by ClearBuilt, Inc., located at 8934 Elgin Drive, Lafayette, Colorado 80026, United States (Licensor), for use only under the terms of this License Agreement.
The App allows owners and contractors to find, communicate with and interact with each other.
The following terms are used interchangeably in this Agreement: (i) “ClearBuilt”, “ClearBuilt, Inc.”, “Licensor”, “Us” and “We”; and (ii) “You”, “Your”, “End-User” and “Licensee”.
By using the Application found at https://www.clrblt.com/, and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement.
ClearBuilt, Inc. is solely responsible for the licensed Application and the content thereof.
All rights not expressly granted to You are reserved to Licensor.
1. THE APPLICATION
The Application provides a one-stop platform to submit home renovation and home repair project videos and descriptions, obtain bids from contractors, match homeowners with contractors, and process payments through escrow. It seamlessly connects owners with contractors, and steps them through an escrow process in a 'frictionless' manner.
Among other features, the Application:
(i) enables recording or uploading, by app, a video describing a project; (ii) shows the project site; (iii) sends the video to one or more potential contractors (bidders); (iv) solicits competitive bids; (v) enables contractors to upload videos of their bids; (vi) links the owner with the successful bidder (contractor); (vii) creates a 'default' contract between owner and contractor (if the parties prefer to not separately enter into their own contract off-site); (viii) establishes "milestone dates" or “benchmarks” for interim payments; (ix) prompts and reminds owners to deposit funds (into escrow); (x) promptly communicates with owners and contractors, to update them of the project's progress, payments received, and disbursements made; (xi) confirms the owner’s approval and then releases payment; and (xii) enables users to 'accept' a project's interim and/or final completion.
“Owners” may include owners of their residence, a vacation home, or even vacant land which they want to improve. “Contractors” include trades such as general contractors, carpenters, floor and carpet installers, design professionals (e.g., architects and engineers), plumbers, electricians, painters, and floor tilers.
Contractors must comply with all applicable laws, including (i) having current licenses and registrations in good standing and (ii) complying with all insurance requirements.
The Application is not tailored to comply with industry-specific regulations (e.g., Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if Your interactions would be subjected to such laws, You may not use this Application. You may not use the Application in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. SCOPE OF LICENSE
2.1 You are given a non-transferable, non-exclusive, non-sublicensable license to use the Licensed Application.
2.2 This license will also govern any updates of the Application provided by Licensor that replace, repair, and/or supplement the first Application, unless a separate license is provided for such update in which case the terms of that new license will govern.
2.3 You may not share or make the Application available to third parties (unless with ClearBuilt, Inc.'s prior written consent), sell, rent, lend, lease or otherwise redistribute the Application.
2.4 You may not reverse engineer, translate, disassemble, integrate, decompile, integrate, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Application, or any part thereof (except with ClearBuilt, Inc.'s prior written consent).
2.5 You may not copy (excluding when expressly authorized by this license and the Usage Rules) or alter the Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the App Store Terms of Service, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time.
2.6 Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
2.7 Licensor reserves the right to modify the terms and conditions of licensing.
2.8 Nothing in this license should be interpreted to restrict third-party terms. When using the Application, You must ensure that You comply with applicable third-party terms and conditions.
3. TECHNICAL REQUIREMENTS
3.1 The Application requires a firmware version XXX.0.0 or higher. Licensor recommends using the latest version of the firmware.
3.2 Licensor attempts to keep the Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.
3.3 You acknowledge that it is Your responsibility to confirm and determine that the app end-user device on which You intend to use the Application satisfies the technical specifications mentioned above.
3.4 Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.
4. MAINTENANCE AND SUPPORT
4.1 The Licensor is solely responsible for providing any maintenance and support services for this licensed Application. You can reach the Licensor at john@clrblt.com.
5. USER-GENERATED CONTRIBUTIONS
The Application may invite You to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Application and through third-party websites or applications. As such, any Contributions You transmit may be treated as non-confidential and non-proprietary. When You create or make available any Contributions, You thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the sole creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Application, and other users of the Application to use Your Contributions in any manner contemplated by the Application and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in Your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of Your Contributions in any manner contemplated by the Application and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Application in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of Your rights to use the Application.
6. CONTRIBUTION LICENSE
By posting Your Contributions to any part of the Application or making Contributions accessible to the Application by linking Your account from the Application to any of Your social networking accounts, You automatically grant, and You represent and warrant that You have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broad cast, retitle, archive, store, cache, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, Your image and voice) for any purpose, commercial advertising, or otherwise, and to prepare derivative works of, or incorporate in other works, such as Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of Your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images You provide. You waive all moral rights in Your Contributions, and You warrant that moral rights have not otherwise been asserted in Your Contributions.
We do not assert any ownership over Your Contributions. You retain full ownership of all of Your Contributions and any intellectual property rights or other proprietary rights associated with Your Contributions. We are not liable for any statements or representations in Your Contributions provided by You in any area in the Application. You are solely responsible for Your Contributions to the Application and You expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding Your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations in the Application; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor Your Contributions.
7. NO LIABILITY; RELEASE; INDEMNIFICATION
7.1 Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this Agreement. To avoid data loss, You are required to make use of backup functions of the Application to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Application, You will not have access to licensed Application.
7.2 Without limiting any other indemnifications or releases contained elsewhere, you shall defend, indemnify and hold ClearBuilt and its officers, directors, employees, members, partners, and agents harmless from and against any and all claims, actions, liability, expenses, costs, or losses arising from: (i) Your modification of the Application; (ii) any combination, interface, operation or use of the Application with other technology; (iii) misuse of the Application; (iv) the acts (or any failure to act) of You hereunder; and (v) any breach by You of the obligations of You under this Agreement.
8. LIMITED WARRANTY
8.1 Licensor warrants that the Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. Licensor warrants that the Application works as described in the user documentation.
8.2 No warranty is provided for the Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of ClearBuilt, Inc.'s sphere of influence that affect the executability of the Application.
8.3 You are required to inspect the Application immediately after installing it and notify ClearBuilt, Inc. about issues discovered without delay by e-mail at john@clrblt.com. The defect report will be taken into consideration and further investigated if it has been mailed within a period of three (3) days after discovery.
8.4 If we confirm that the Application is defective, ClearBuilt, Inc. reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.
9. PRODUCT CLAIMS
ClearBuilt, Inc. and the End-User acknowledge that ClearBuilt, Inc. is responsible for addressing any claims of the End-User or any third party relating to the licensed Application or the End-User’s possession and/or use of that licensed Application, including, but not limited to:
(i) product liability claims;
(ii) any claim that the licensed Application fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection, privacy, or similar legislation.
10. LEGAL COMPLIANCE
You represent and warrant that You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and that You are not listed on any U.S. Government list of prohibited or restricted parties.
11. CONTACT INFORMATION
For general inquiries, complaints, questions, or claims concerning the licensed Application, please contact: John Van Bockern or Christopher Roth8934 Elgin DriveLafayette, CO 80026 john@clrblt.com
12. TERMINATION
The license is valid until terminated by ClearBuilt, Inc. or by You. Your rights under this license will terminate automatically and without notice from ClearBuilt, Inc. if You fail to adhere to any term(s) of this license. Upon License termination, You shall stop all use of the Application, and destroy all copies, full or partial, of the Application.
13. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY
Upon Your acceptance of the terms and conditions of this license agreement, clrblt will have the right (and will be deemed to have accepted the right) to enforce this End User License Agreement against You as a third-party beneficiary thereof.
14. INTELLECTUAL PROPERTY RIGHTS
ClearBuilt, Inc. and the End-User acknowledge that, in the event of any third-party claim that the licensed Application or the End-User's possession and use of that licensed Application infringes on the third party's intellectual property rights, End-User will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claims.
15. APPLICABLE LAW
This license agreement is governed by the laws of the State of Colorado.
16. ADDITIONAL END-USER ACKNOWLEDGEMENTS AND AGREEMENTS
16.1 ClearBuilt is neither a construction company nor a contractor, subcontractor, material supplier, architect, engineer, design professional, laborer, or the like. ClearBuilt does not advise or consult regarding legal matters, nor provide legal nor construction-related advice. Rather, ClearBuilt solely provides a marketplace to introduce and connect homeowners with potential contractors (bidders). You are encouraged to consult with Your own legal counsel before entering into any agreements in connection with this Application and the contemplated construction services.
16.2 ClearBuilt’s sole compensation is derived from a ‘service fee’ payable by the contractor, which generally is a flat fee depending on the amount paid to such party.
16.3 You give ClearBuilt permission and irrevocably authorize and instruct ClearBuilt, through its third-party payment processing company, to charge any project fees to Your credit card, PayPal account, or other approved methods of payment.
16.4 You must be, and hereby represent You are, at least 18 years old and have the requisite power and authority to enter into this license. To use ClearBuilt’s services, You must comply with all licensing or registration requirements with respect to Your business and You represent that You comply with all such requirements.
16.5 ClearBuilt reserves the right, in our sole discretion, to refuse, suspend, or revoke Your access to the Application or our services upon a violation of this license for any other reason, or for no reason, all in ClearBuilt’s sole discretion. You may not access or use the Application if we have previously banned You.
16.6 By registering for an account through our Application, or by clicking to accept the Terms of Service when prompted, You are deemed to have electronically executed this license, all terms and conditions, and all terms of service, effective on the date You register Your account or click to accept the Terms of Service (pursuant to the U.S. Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, et seq.). You acknowledge that You can electronically receive, download, and print this license and any amendments.
16.7 You acknowledge that ClearBuilt uses and invests substantial resources and effort to ensure its Application functionality and to connect its users. You represent and warrant that You will not circumvent or attempt to circumvent ClearBuilt or this license, or in any way procure services from another user outside of the Application without ClearBuilt’s prior written consent.
16.8 ClearBuilt encourages Owners and contractors to enter directly into a formal, written construction contract between them. In the absence of a separate written contract, the videos submitted along with these terms of our ClearBuilt Project Agreement shall be the default contract concerning the project. In either event, ClearBuilt is not a party to those contracts, will not (and cannot) give any guidance or advice with respect to those contracts, and will not act as a mediator or arbitrator with respect to any disputes between an owner or contractor.
17. PROJECT EXAMPLE
The following example illustrates how an owner and contractor might use the Application.
17.1 Owners and contractors register their basic information through the Application.
17.2 Owner wants to paint a room. Owner uses the Application to record a short video (we recommend 120 seconds or less). While the video need not be “studio professional quality”, it should be clear, well-lit, and detailed enough so that the contractor understands the scope of the Project.
17.3 Owner is encouraged to upload any other criteria or concerns, so that contractor can provide a project estimate. For example, owner should specify (i) whether owner or contractor will supply materials, (ii) the room’s dimensions, (iii) other pertinent information, (iv) deadlines, (v) accessibility, and (vi) any concerns or questions.
17.4 Owners should keep in mind that the Application is designed for efficiency, to connect owners with contractors. Therefore, in order for a contractor to provide an accurate, firm price (bid), the contractor must have clear, easy-to-understand information and directions, and that contractors may request additional information from owners as may be necessary to provide an accurate and detailed project estimate or bid.
IMPORTANT: most construction disputes fall into 3 categories: (i) contractor does not meet owner’s deadlines; (ii) owner feels the contractor’s workmanship (quality) is not what owner expected; and (iii) contractor encounters unexpected on-site conditions which owner concealed or did not disclose. Disputes can be expensive and are often avoidable when parties have clear expectations and understandings.
17.5 Owners can offer to pay upon substantial completion, or make interim payments. For example:
i. a project might be paid using a percentage of completion. For example, (a) 10% to start, (b) 20% when the project is 1/3 complete, (c) another 30% when the project is 2/3 complete; (d) another 30% when the project is ‘substantially complete’; and (e) the final 10% (sometimes called ‘retainage’) within 7-10 days after owner inspects the work and agrees that contractor has satisfactorily finished the job.
ii. another method is to use ‘milestones’ or benchmarks, based on a series of clearly-defined stages. For example, (a) 30% might be payable upon patching, prepping and sanding holes, cracks, and other surfaces, (b) the next 30% could be payable after the 1st paint coat is applied, (c) another 30% is paid after the final paint coat is applied, and (d) the last 10% is paid after owner inspects, contractor has cleaned up and removed all supplies, tools, and debris.
We emphasize that this is purely for illustration purposes only.
17.6 [only applicable if project is using our bidding service] The project is then ‘posted’ for contractors to see and evaluate. Interested, qualified contractors are then encouraged to bid on the project.
17.7 [only applicable if project is using our bidding service]The contractor can provide a bid in writing and/or via video. The contractor’s bid should provide sufficient details, such as: prices for labor and materials; contractor’s availability; how long the bid is valid through; estimated time to complete the project; and what warranty (if any) the contractor will provide to owner. Contractor may also request additional information about the project details if necessary.
17.8 Owners and contractors can and should ask questions, provide answers and other information, and negotiate terms, directly through the Application.
17.9 After the parties reach an agreement, they can either use the Application’s ‘default contract’, or a written contract to which they have mutually agreed.
17.10 The project cannot start, and will not go ‘live’, until: (a) the parties deliver a true and complete copy of their contract to ClearBuilt; (b) the parties electronically confirm that they have executed and delivered the contract, and (c) owner submits payment as contemplated by the parties’ written agreement.
17.11 Owner’s payments are secure. Those funds are held in escrow with us through Mercury Bank. No monies will be disbursed unless and until: (i) contractor finishes the project (or the interim milestone/benchmark); and (ii) owner approves that request for payment (or ‘draw).
17.12 Through the Application, owner and contractor will keep each other informed regarding the project’s status. This is particularly helpful if owner is not on-site. Contractor is encouraged to upload photos and/or videos to show progress of the project. Likewise, if owner has questions or concerns, owner should also upload photos/videos. “A picture is worth 1,000 words”, and applies here. This is important, because it creates a record, AND if a dispute arises, it makes it easier for the “dispute decisionmaker” to understand what the disagreement is about.
17.13 While the Application is geared to avoid disputes between owners and contractors, occasionally disagreements may arise. In that case, and except as otherwise stated in these Terms and Conditions (or elsewhere in the Application), ClearBuilt will not release any funds to either party without either (i) a court order or (ii) the parties’ mutual agreement.
17.14 For disputes between an owner and contractor where the contested amount is less than $500, ClearBuilt (in its sole discretion) may render its decision, and both owner and contractor agree to be bound by ClearBuilt’s decision. For all other disputes, the parties shall both attempt in good faith to resolve their differences, for which a ClearBuilt representative may offer assistance to reach a resolution. If the parties cannot agree on a resolution within 7 days, then both parties shall submit their dispute to a mediator selected by ClearBuilt, who shall attempt to foster a mutually-agreeable resolution between the parties. As a last resort, if the parties cannot agree on a mutually-agreeable resolution, then the parties will submit their dispute to binding arbitration, in accordance with the procedures separately set forth by the projects' local court system.
17.15 ClearBuilt’s customary service fee does not include its time and effort to resolve disputes. Dispute resolution will be charged separately, in addition to ClearBuilt’s service fee. In those cases, contractor and owner will equally share ClearBuilt’s fees for dispute resolution, which will be billed at ClearBuilt’s hourly rate of $200 (which is subject to change from time to time), payable in advance.
18. DISPUTE RESOLUTION (ARBITRATION) BETWEEN YOU AND CLEARBUILT
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CLEARBUILT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
18.1 You agree that any disputes or claims arising out of or related to Your use of our services, our Application, these Terms and Conditions, and any other ClearBuilt terms, but expressly excluding claims related to a project between an owner and a contractor, (a “Dispute”) that cannot be resolved after 30 days discussion between You and us shall be submitted to binding arbitration.
18.2 You and ClearBuilt agree that any Dispute must be brought in Your individual capacity, and not as a plaintiff or class member in a collective, or representative proceeding. You acknowledge that the arbitrator will not consolidate more than one person’s claims, and will not otherwise preside over any form of a representative, collective, or class proceeding.
18.3 YOU ACKNOWLEDGE AND AGREE THAT YOU AND CLEARBUILT EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
18.4 The American Arbitration Association (“AAA”) Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) and the then-in effect (available at www.adr.org/arb_med or calling 1-800-778-7879) and the Federal Arbitration Act, except as modified by this “Dispute Resolution” section, will govern the interpretation and enforcement of this Section.
18.5 A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules and do so within the time required by applicable law.
18.6 The arbitration will be conducted in Denver, Colorado. If Your claim does not exceed $2,500, then the arbitration will be conducted solely on the basis of documents You and ClearBuilt submit to the arbitrator. If Your claim exceeds that amount, then the AAA Rules will determine Your and our right to a hearing.
19. LIMITATIONS OF CLEARBUILT’S LIABILITY
19.1 Our App connects third-party contractors and owners, who want to do business together.
19.2 Contractors are self-employed/independent contractors, who choose to contract with owners posting on our platform. ClearBuilt does not control any part of a project or its performance, the scope or price of a project, the quality or workmanship of labor or materials, nor the timeliness of performance.
19.3 CLEARBUILT IS A PLATFORM AND DOES NOT PROVIDE CONSTRUCTION, CONTRACTING, OR DESIGN SERVICES. IT IS THE OWNER’S AND CONTRACTOR’S SOLE DECISION WHETHER TO DO BUSINESS WITH EACH OTHER.
19.4 ClearBuilt is not responsible for the performance of its contractors, nor for any act or omission of an owner who posts on our App.
19.5 Our services and App enable connections and communications between owners and contractors to contract for projects; however, ClearBuilt has no control over and is not responsible for the performance, actions, or inactions of any owner or contractor, whether identified through our services, our App, in public, private, or offline interactions, or otherwise.
19.6 Without limiting any other indemnifications or releases contained elsewhere, You agree to indemnify, defend and hold harmless ClearBuilt (and its officers, directors, shareholders, partners, members, employees, and agents) from and against all claims, costs, expenses, suits, liabilities, damages, judgments, and awards (including, without limitation, court costs and reasonable attorneys’ fees) in connection with any project, Your use of ClearBuilt’s services or App, and with respect to any act, omission or agreement between owner and contractor, however caused and for any reason whatsoever.
19.7 You understand, acknowledge, and agree that:
A. We make no representations or warranties about the quality or suitability of owners or contractors, or about your interactions and dealings with users of our App.
B. Neither contractors nor owners are under the direction or control of ClearBuilt. Contractors determine (in their own discretion) how to provide their services, and owners determine the scope and payment for their posted projects.
C. ClearBuilt does not employ, recommend or endorse owners or contractors, and to the maximum extent permitted by applicable law, we will not be responsible or liable for the performance or conduct of any contractor owner, whether online or offline.
D. YOUR USE AND/OR PROVISION OF THE APP OR OUR SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK.
E. In all cases, our maximum liability shall be limited to the lesser of: (i) $300; (ii) 10% of the project’s price; or (iii) 10% of the amount an owner has deposited with ClearBuilt.
F. Owners and contractors are solely responsible for evaluating, researching, investigating, and making an informed decision whether or not to use our App, our services, or to contract with each other for a project. We do not conduct screenings, reviews, interviews, or background checks of any owner or contractor.
19.8 Exclusion of Certain Types of Damages. To the maximum extent permitted under applicable law, in no event will ClearBuilt be liable to you for any indirect, special, incidental, or consequential damages, or for any business losses, or loss of profit, revenue, contracts, data, goodwill, or other similar losses or expenses that arise out of or relate to the use of or inability to use the ClearBuilt App or services, including without limitation damages related to any information received from the ClearBuilt App or services, removal of your profile information or review (or other content) from the ClearBuilt App or services, any suspension or termination of your access to the ClearBuilt App or services, or any failure, error, omission, interruption, defect, delay in operation or transmission of the ClearBuilt App or services, even if we are aware of the possibility of any such damages, losses or expenses. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
19.9 No Liability for non-ClearBuilt Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLEARBUILT BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE CLEARBUILT APP OR SERVICES, INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE, THEFT, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM RELIANCE ON INFORMATION OR CONTENT POSTED ON OR TRANSMITTED THROUGH THE OUR APP OR SERVICES, OR FOR ANY INTERACTIONS WITH OTHER USERS OF OUR PLATFORM, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO ATTEMPT TO DEFRAUD OR HARM YOU.
20. PAYMENTS AND PROCESSING
20.1 If you are a contractor, ClearBuilt reserves the right to issue a hold on amounts otherwise payable to you if there is a reasonable suspicion of fraudulent activity involving your accounts or for other similarly compelling reason involving protection of ClearBuilt, the ClearBuilt community or third party rights. We may also recommend that third party payment service providers restrict your access to funds in your account under the same circumstances.
20.2 If you are an owner, when you pay for services on our platform, you will be required to provide us with valid, up-to-date credit card or other payment information and to maintain that payment information (or an acceptable alternative payment method) on file with your account so long as you have any outstanding or open payments or contracts.
20.3 ClearBuilt’s role is to facilitate payments from owners to contractors, as a limited payment agent for the contractor. You authorize us to charge your credit card or other payment method for fees you incur as they become due and payable, and to charge any alternative payment method ClearBuilt has on record for you in the event your primary payment method is expired, invalid, or otherwise not able to be charged. You are responsible for maintaining up-to-date payment information. If we cannot charge you when due because your payment information is no longer valid, or if we do not receive your payment when due, then you understand that neither ClearBuilt nor the contractor will be responsible for any failure to provide further services. All amounts paid via the ClearBuilt platform are non-refundable once paid.
20.4 Except for taxes on ClearBuilt’s income and gross receipts or where ClearBuilt is otherwise required to collect taxes, you acknowledge that you are solely responsible to pay any applicable taxes that arise as a result of your purchase, provision, or use of services through ClearBuilt. This includes, without limitation, any form of sales tax, VAT, or income tax on fees paid or received by you through the App.
20.5 Payment processing services are provided by Mercury Bank and subject to its/their service agreement available at https://mercury.com/legal/terms. By using our App to receive or make payment, you will be asked to set up a Processor account and accept their terms. You authorize ClearBuilt to obtain all necessary access to, and perform all necessary activity on including requesting refunds where appropriate, your Processor-connected account to facilitate payment related to services you purchase or provide. You further agree to provide accurate and complete information about you and your business, and authorize ClearBuilt to share it and transaction information with Processor for the purposes of facilitating the payment processing services provided by Processor. ClearBuilt reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.
21. MISCELLANEOUS
21.1 If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose. 21.2 Revisions, modifications, and amendments are only valid if in writing, signed by the party against whom enforcement is sought.