Terms and Conditions

INSTAPRO SERVICE PROFESSIONAL AGREEMENT

Published: November 1, 2024

Welcome to Instapro! We’re excited to help you grow your business! When you use Instapro, you enter into this legal agreement. We have made an effort to make this agreement as clear and concise as possible, but have highlighted a few of the key provisions at the forefront of the agreement.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

FREQUENTLY ASKED QUESTIONS

Q. Do you warrant or guarantee your service?
A. No, we do not make any warranties about our services, including whether you will be successful or how many projects you will win.

Q. How will you contact me?
A. By joining Instapro, you consent to allow Instapro and its affiliates to contact you regarding account information or marketing offers via email, text, in-app notifications, instant messaging, or phone, using automated technology, even if you are on a state or federal Do-Not-Call list and even if you have previously opted out of Instapro marketing.

Q. What does it mean that I need to indemnify you?
A. If someone sues us because of something you did, you're responsible for it, so please read Section V (Indemnification; Limitation of Liability; Disclaimer of Warranties) carefully.

Q. What is arbitration, and what does it mean to waive my class action rights?
A. In the unlikely event we have a dispute we cannot resolve informally, a third-party arbitrator will help us resolve it. This means that any dispute will be resolved outside of court and you will not be able to bring a class-action lawsuit. Please read Section VI (Agreement To Arbitrate All Disputes And Governing Law) carefully for details on how it works.

Q. How do I delete my Instapro account?
A. You can delete your account by going to the “Manage Account” section in your profile menu and selecting “Delete account.”

INSTAPRO SERVICE PROFESSIONAL AGREEMENT

This Service Professional Agreement (“Agreement”) is between you and Angi International LLC, registered in Delaware, who operates the Instapro platform.

This Agreement incorporates by reference any contract you signed during your onboarding with Instapro in which you selected the details of your advertising relationship (e.g., your categories/tasks, geography, etc). To the extent there is any conflict between that contract (“Contract”) and this Agreement, the terms of the Contract will govern.

  1. Who’s Who

    In this Agreement, Instapro will be referred to as “we” or “us” or “Instapro” as appropriate and is a reference to Angi International, LLC. You, service professional, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors will be referred to as "you," or “Service Professional” (defined in Section II.A below). References herein to the Instapro "Website" include any and all websites or mobile applications now, or hereafter, owned, hosted or operated by Instapro or any of its affiliates.

  2. What We Offer Service Professionals

    1. General – Instapro puts your business on a platform which homeowners visit to explore home improvement, maintenance and repair services (“Projects/Leads”). Instapro connects service professionals who meet certain eligibility requirements determined by Instapro and join the Instapro network (“Service Professionals”) with consumers who have expressed an interest in Projects (“Customers”). Service Professionals choose the service categories and locations in which they wish to be presented to Customers.

    2. Profiles – Instapro will display the profiles of Service Professionals (or links to those profiles) in various areas on the Website where Customers submit Projects, or on webpages outside of the Website. From time to time, Service Professionals may be provided with certain badging or designations that can be displayed on their profiles, to be determined by Instapro in its sole discretion.

    3. Leads – You can express interest in a Lead by sending the relevant Customer an introduction message. The Customer can either decline or add you to their shortlist, or you can choose to select, if available, the “shortlist me” button. If you choose “shortlist me” or are added to the Customer's shortlist, you will automatically receive a Customer’s contact details and you will be charged and agree to pay Instapro a non-refundable fee (“Lead Fee”) for each time this occurs. The Lead Fee is clearly displayed in relation to each Lead, and will also be clearly displayed as you express interest in a Lead. Each Lead Fee is calculated based on the likely size, value and location of the Lead.

      1. You will be charged a Lead Fee if both you and the Customer express an interest in being connected or you choose “shortlist me”.

      2. A Customer may express an interest in being connected with other Service Professionals in addition to you and, therefore, one or more other Service Professionals may receive a Lead for the same Project.

      3. Instapro does not provide or guarantee jobs.

  3. What You Agree – You agree to all the terms and conditions of this Agreement and represent, on behalf of yourself, your company (including any predecessor entities of your company), employees, subcontractors, and any individuals performing work on your behalf, at the time you become a Service Professional, and thereafter while this Agreement remains in effect, as follows:

    1. Age of Majority – You are at least 18 years old and can form legally binding contracts under applicable law.

    2. Skill Qualification – You are qualified and capable of performing the services, trade, or tasks you selected during enrollment or subsequent updates to your account, related to services provided.

    3. Licensing – For the entire period during which you are a Service Professional, you will maintain, and keep up to date, any and all national, state, and local licensing applicable to the work you agree to perform for Customers. You shall provide evidence of such licensing promptly upon request by Instapro and notify Instapro promptly of any change in your licensing status.

    4. Bonding and Insurance – For the entire period you are a Service Professional, you will be appropriately bonded and insured at levels required by applicable law or applicable industry standard. You shall provide evidence of such bonding and insurance promptly upon request by Instapro and notify Instapro promptly of any change in your bonding or insurance status.

    5. Background Check Authorization and Disclosure:

      1. AUTHORIZATION: You hereby: (a) represent that you are the owner, principal, or manager of the company with authority to bind the company; and (b) authorize Instapro to provide your home mailing address, social security number, date of birth (“Personal Information”) and any other information you provide to us to a third-party information collection service entity selected by Instapro, at any time while your company is in Instapro’s network, to verify, obtain copies of records, and gather any information pertaining to your criminal record, as well as financial screening (including but not limited to searches for bankruptcies, liens and civil judgments) for the purpose of Instapro evaluating its desire to enter into or continue a contractual business arrangement with you. Instapro will share this Personal Information only with third parties designated to carry out the background and verification checks and with Instapro’s affiliates.

      2. DISCLOSURE: Instapro hereby discloses to you that a consumer report, as defined by the Fair Credit Reporting Act, may be obtained for the purpose of your advertising relationship with Instapro, its affiliates, representatives, or agents. You hereby authorize the procurement of the consumer report. Information from the consumer report will not be used in violation of any applicable federal, state, or local equal employment opportunity law or regulation. You understand that your date of birth will be used solely for identification purposes and will not be taken into account in any advertising decisions.

    6. Disclosure of Criminal Record – You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any felony criminal convictions. If at any time during your membership with Instapro you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should have a felony conviction entered against such party, you will promptly notify Instapro. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize Instapro to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.

    7. No Illegal Acts – You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Instapro, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable federal, state, provincial, local and other laws and regulations that apply to your activities.

    8. No Impairment – You represent and warrant that neither you, your employees nor your subcontractors will be impaired by any drugs, alcohol or other controlled substances while performing any services for a Customer pursuant to this Agreement.

    9. Trademarks, Content, Licensing, and Display of Profile Information

      1. You expressly authorize Instapro to share your personal information (including without limitation the company’s name, address, licensing status, screening information, Customer reviews and rating, names and contact information of individuals affiliated with the company, and details regarding your advertising relationship with Instapro) with Instapro’s affiliates, including, without limitation, Angi Inc. and IAC Inc.

      2. Even after your advertising relationship with Instapro has ended, you grant Instapro a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to display and maintain this information on its platforms on various advertising channels, as long as Instapro makes clear that you are no longer part of the Instapro network.

      3. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing.

      4. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our platform, for use and posting on our Website and for use in marketing materials to be presented to Customers or prospective Service Professionals in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing.

      5. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use.

      6. Instapro reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the Instapro platform or your company profile (“Content”). By posting or providing any Content on the Instapro Website, including but not limited to photographs, you represent and warrant to Instapro that you own or have all necessary rights to use the Content, and grant to Instapro the rights granted below. The foregoing representation includes, but is not limited to a representation and warranty that you own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner.

      7. You hereby grant Instapro and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the Instapro Website, and on any other platforms owned or operated by Instapro. Nothing in this Agreement shall restrict other legal rights Instapro may have to the Content, for example under other licenses.

      8. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now known or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your Instapro account is terminated, or if you remove any Content from your Instapro account, Instapro and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.

      9. You acknowledge and agree that all of the content and information posted on the Instapro Website, including but not limited to Service Professional profiles, screening information, and customer ratings and reviews (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of Instapro. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the Website, other than content provided directly by you. You represent and warrant that all of the information you provide to Instapro, including any and all information you include on your profile page, is true and accurate. You acknowledge and agree that Instapro has the right, in its sole discretion, to contact Customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. Instapro is not responsible or liable to you for any comments, ratings or communications of any kind from Customers that we choose to post on our Website.

    10. Customer Complaints – You agree to cooperate with us if we attempt to facilitate the resolution of any complaints between you and the Customer with whom you have been connected via Instapro; however we are not liable to you or any Customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a homeowner by Instapro in connection with a dispute between you and a Customer, or based upon your performance of or failure to perform services for a Customer, and you agree to reimburse us for any such payments and for any costs, expenses or attorneys’ fees incurred by Instapro in connection with the dispute. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.

    11. No Passing Lead Fees to Customer – You agree not to pass any Lead Fees to a Customer.

    12. No Selling Homeowner Information – YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL AN INSTAPRO PROJECT LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO INSTAPRO AND OTHER SERVICE PROFESSIONALS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF INSTAPRO. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CUSTOMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A PROJECT/LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO INSTAPRO, AS SET FORTH IN SECTION V BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES OR ATTORNEYS’ FEES THAT MAY ARISE FROM SUCH ACTIVITIES.

    13. Use of Subcontractors – You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to Customers you learn of via a Lead you received from Instapro. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of this Agreement.

    14. Consent for Contact

      1. By enrolling in the Instapro network or otherwise becoming a Service Professional of Instapro, you expressly consent to being contacted by us and by our agents and representatives via phone, 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, and even if you have previously opted- out from receiving marketing communications from Instapro, in order that we may provide the services set forth on our Website, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related communications. You agree and acknowledge that Instapro and its affiliates may use automated phone technology (including autodialed and prerecorded messages) to provide you with communications concerning your account or use of the services, updates concerning new and existing features on the Instapro Website, communications concerning promotions run by us, and news concerning Instapro and industry developments, and that your consent is not required to purchase products or services. If a contact number you have provided to us is no longer your number, you agree to notify us promptly that you can no longer be reached at that number. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by us as described in this Section. You agree that all consents provided in this Section will survive cancellation of your account.

      2. You agree that Instapro may send you text messages with instructions on setting up your account, Project information, and special offers. Text STOP to opt out of messages. Message and data rates may apply, and message frequency may vary. Carriers are not liable for delayed or undelivered messages, and supporting carriers include AT&T, Sprint, Verizon, T-Mobile & Metro-PCS. You may opt-out of receiving all text (SMS) messages from Instapro (including informational or transactional messages) by replying with the word “STOP” to a text message from us; however you acknowledge that opting out of receiving all texts may impact your use of the services.

    15. Account Disputes and Refund Policy – Any disputes about charges to your account must be submitted to Instapro in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30-day period, and all such charges will be final and not subject to challenge. Instapro’s refund policy can be found here.

    16. Current Contact and Billing Information – You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your Instapro profile, and all contact and billing information, are kept up- to-date and accurate. Instapro is not responsible, or liable, for undelivered Customer notifications. You agree to promptly notify Instapro if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer.

    17. No Scraping – You agree not to copy/collect Instapro content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand).

    18. Abide by Instapro’s Quality Standards – You agree to abide by Instapro’s Quality Standards found here.

  4. Confidentiality – You agree that Instapro’s pricing, Customer information, and other non-public information (collectively, the “Confidential Information”) shall be held in strict confidence, for the mutual benefit of you and Instapro, and that, except as necessary in the sale of the goods or performance of the services, you shall not disclose any Confidential Information without the prior written consent of Instapro. You are strictly prohibited from selling, sharing, or transferring any of Instapro’s Confidential Information, including, in particular, member or Customer lists. Notwithstanding the foregoing, you may disclose Confidential Information to the extent strictly necessary to comply with any order of a court of competent jurisdiction or as may be otherwise required by applicable law.

  5. Indemnification; Limitation of Liability; Disclaimer of Warranties.

    1. Indemnification – You shall fully protect, indemnify and defend Instapro and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assignees (“Indemnified Parties”) and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys’ fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any of your work for or dealings with any Customers, (ii) your advertising, or (iii) your services, representations, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) set forth in this Agreement, including any extra work you perform for a Customer for which Instapro has not matched you, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF INSTAPRO OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRING LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY INSTAPRO OR THE INDEMNIFIED PARTIES.

    2. Limitation of Liability – IN NO EVENT ARE WE LIABLE TO YOU FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR SPECIAL LOSSES, WHETHER BASED UPON A CLAIM FOR BREACH OF WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE CLAIM RELATING TO THIS AGREEMENT, THE RELEVANT GOODS OR SERVICES OR PERFORMANCE HEREUNDER. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF INSTAPRO TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO INSTAPRO DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.

    3. Disclaimer of Warranties – YOU UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, INSTAPRO DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, AND ACCURACY, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    4. Limitations Period for Claims – Any claim which you have or may hereafter have which arises out of or relates to, directly or indirectly, this Agreement or Instapro’s performance hereunder must be made within one hundred twenty (120) days after the termination of this Agreement. Any claim not so made shall be deemed waived by you.

  6. AGREEMENT TO ARBITRATE ALL DISPUTES AND GOVERNING LAW

    1. Informal Negotiations – To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and Instapro, including without limitation any dispute or claim related to or arising out of this Agreement (“Dispute”), you and Instapro may attempt to negotiate any Dispute informally (the “Informal Negotiations”) before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this Section is your physical address that you have provided to Instapro. Instapro’s address for such notices is: Attn: Legal Department, 130 E. Washington St., Indianapolis, IN 46204.

    2. Arbitration – If a Dispute is not resolved through Informal Negotiations, you and Instapro agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration (“Arbitration Agreement”). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the JAMS ADR Rules (the “JAMS Rules”) of JAMS, which are available at the JAMS website (www.jamsadr.com). Your arbitration fees and your share of arbitrator compensation will be governed by the JAMS Rules (and, where appropriate, limited by the JAMS Rules). If you are unable to pay such costs, Instapro will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the “Class Action Waiver” described in Subsection (d) below.

    3. Excluded Disputes – You and Instapro agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.

    4. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION – To the fullest extent permitted by applicable law, You and Instapro agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything else in this Arbitration Agreement and/or the applicable JAMS Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

    5. Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.

    6. Severability – You and Instapro agree that if any portion of this Section is found illegal or unenforceable, that portion will be severed, and the remainder of this Section will be given full force and effect.

  7. Additional Terms

    1. No Guarantees; Competition; Your Contracts with Customers; and Filtering

      1. No Guarantees – We do not make any guarantees, representations or warranties regarding the source, accuracy, validity, or quality of any Customer information provided to you, a Customer’s level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided to Instapro, that any Customers will hire you to perform services, or that you will successfully contact each Customer. Nor do we guarantee to provide you any specific number of Leads.

      2. Competition – You may be competing against other Service Professionals on the Instapro platform for the same Lead.

      3. Contracts with Customers – We are not involved in, nor do we have any responsibility for your contracts with Customers or any payments to you or any disputes they may have with you or you may have with them.

    2. Lead Fee Modifications – Leed Fees may be modified, including increased, by Instapro from time to time. By continuing to use any Instapro services you agree to be bound by any such changes.

    3. Termination of Agreement

      1. You may terminate this Agreement upon our receipt of your notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any Leads or services delivered to you prior to us receiving your termination during normal business hours.

      2. Instapro, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the Instapro network immediately at any time for any reason or no reason at all.

      3. If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue; and any Customer connections provided to you during the term of this Agreement and relationships you enter into or create from those connections will continue to be governed by this Agreement including but not limited to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims. Further, in the event this Agreement is terminated or expires, (i) all licenses granted to you under this Agreement shall immediately terminate, and you shall have no further right to access, use or display any Instapro content, including any Instapro provided badging. Upon any termination of this Agreement, you will no longer have access to your Instapro account.

      4. If it is determined or suspected by Instapro in its sole discretion that you are misusing or attempting to misuse or circumvent the Instapro services or system or any Customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by Instapro, in addition to our right to immediately terminate this Agreement, Instapro reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.

      5. In the event of termination of this Agreement, except as set forth herein, you shall not be entitled to any refund of any fees paid to us, including any prepayments.

    4. Late and Collection Fees. If your payment is late, you may be assessed a monthly late fee of the lesser of 1.5%, or the maximum allowed by law, of the past due balance. Additionally, in the event a Service Professional fails to make any payments under this Agreement, a Service Professional shall pay any fees Instapro incurs in its collection efforts (including any third-party collection and legal fees).

    5. Enforcement of Agreement – You will be liable for any attorneys’ fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of Indiana (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Indianapolis, Indiana are the exclusive forum for litigation of any claim by you arising under this Agreement or your use of the Website and/or services, and you submit to sole and exclusive jurisdiction in the state of Indiana, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.

    6. Independent Contractor – You understand and agree that you are an independent contractor Service Professional of the Instapro network, and are not an Instapro employee, joint venturer, partner, or agent. You acknowledge that you set or confirm your own prices, provide your own equipment, and determine your own work schedule. Instapro does not control, and has no right to control, the services you provide (including how you provide such services) if you are engaged by a Customer, except as specifically noted herein.

    7. Instapro Intellectual Property – You agree that you shall not use, directly or indirectly, any of Instapro’s trademarks, trade names, images, service marks, logos or other intellectual property for any purpose without the express written consent of Instapro. No license or other rights in or to any Instapro intellectual property or logo are granted to you under or implied by this Agreement. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of Instapro as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of Instapro.

    8. Transfer of Rights and Obligations – You may not assign or otherwise transfer this Agreement or any of your rights and/or obligations relating to this Agreement without the prior written consent of Instapro.

    9. Severability – If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be in conflict with any applicable state or federal law or regulation, such law or regulation shall control (to the extent of such conflict) without affecting the remainder of this Agreement. If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid or illegal, the invalid or illegal portion of the provision shall be stricken without affecting the remainder of the provision or the remainder of this Agreement.

    10. Storage of Information – Instapro and its affiliates may view, store, access and disclose messages exchanged between you and Customers transmitted via Instapro’s Website.

    11. Tracking Numbers – Instapro may use masked tracking phone numbers, email addresses, or other methods of contact tracking.

    12. Privacy Policy – Instapro has the right to use all information related to You in accordance with its Privacy Policy.

INSTAPRO CUSTOMER AGREEMENT

Published: November 1, 2024

Welcome to Instapro! We’re excited to help you find a service professional for your project! When you use Instapro, you enter into this legal agreement. We have made an effort to make this agreement as clear and concise as possible, but have highlighted a few of the key provisions at the forefront of the agreement.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

FREQUENTLY ASKED QUESTIONS

Q. Do you warrant or guarantee your service?
A. The service professionals who advertise their services on the Instapro platform are independent businesses, not Instapro’s contractors, subcontractors, or employees. Instapro is not a general contractor or a merchant of record. Instapro neither warrants nor guarantees the work performed by service professionals on its platform, nor is Instapro responsible or liable for such work, the availability of the service professionals, or your interactions with the service professionals.

Q. How will you contact me?
A. By using Instapro, you consent to allow Instapro and its affiliates to contact you regarding account information or marketing offers via email, text, in-app notifications, instant messaging, or phone, using automated technology, even if you are on a state or federal Do-Not-Call list and even if you have previously opted out of Instapro marketing.

Q. What is arbitration, and what does it mean to waive my class action rights?
A. In the unlikely event we have a dispute we cannot resolve informally, a third-party arbitrator will help us resolve it. This means that any dispute will be resolved outside of court and you will not be able to bring a class-action lawsuit. Please read Section XX (Agreement To Arbitrate All Disputes And Governing Law) carefully for details on how it works.

Q. How do I delete my Instapro account?
A. You can delete your account by going to the “Manage Account” section in your profile menu and selecting “Delete account.”

INSTAPRO CUSTOMER AGREEMENT

  1. Acceptance of this Agreement

    Your access to, use of, or participation on the Instapro platform is subject to this Instapro Customer Agreement (“Agreement”) and all applicable Instapro guidelines and agreements. This Agreement and the Instapro Privacy Policy, which is hereby incorporated herein, constitute a legally-binding contract between you and Angi International LLC, registered in Delaware and trading as Instapro (“Instapro”, “we”, “our” or “us”).

    All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in Instapro in any manner.

    This Agreement shall be effective on the date accepted by you. Instapro reserves the right to immediately terminate this Agreement for any reason at any time.

  2. Modifications to this Agreement

    Instapro reserves the right, in its sole discretion and at any time, to change, modify, or otherwise amend this Agreement and any other documents incorporated herein by reference. Instapro will post any amended Agreements on its website in the same location where the prior Agreement was posted. It is your responsibility to review the Agreement for any changes. Your continued use of Instapro will signify your assent to, and acceptance of, the amended Agreement. If you do not agree to abide by this or any amended Agreement, you are prohibited from accessing and/or using the Instapro platform.

  3. Description of Instapro’s Services

    Instapro helps consumers who have expressed an interest (“Customers”) in home improvement, maintenance and repair services (“Projects”) find local service professionals who are interested in accepting Projects. The goal is to connect Customers like you with a service professional who will communicate their availability and acceptance of the Project.

  4. Information You Provide to Us / TCPA Consent / Ratings & Reviews

    Upon using Instapro, you will be prompted to disclose certain information about yourself and your Project, and you will be able to store information, such as home services records, on our website or apps. Some of this information will be sent to service professionals who will need this information to respond to your Project. By providing this information to us, or by submitting a Project, you are requesting, and you expressly consent to being contacted by us and by service professionals you select via phone, email, mail, text (SMS) messaging, 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 platform, to service your account, to reasonably address matters pertaining to your account, including but not limited to notifying you of, or confirming, appointments that you have scheduled, or for other purposes reasonably related to your Project and our business, including marketing related emails.

    You also authorize Instapro to send you an automated pre-recorded call confirming your Project, along with calls from service professionals whom you select to the land-line or mobile phone number you provided, and you understand that either Instapro or the service professionals may use automated phone technology (including autodialed and prerecorded messages) to call you and that your consent is not required to purchase products or services. For complete details on our use of your information, please see our Privacy Policy.

    You agree that by completing the details of a Project on our platform, you are entering into a business relationship with Instapro and/or a service professional and thus agree to be contacted by Instapro and/or a service professional. You promise that all information you provide (including but not limited to your contact information, and any ratings and reviews of service professionals that 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 Instapro has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Instapro has the right to remove or edit such information, and/or refuse any current or future use of Instapro by you. You are responsible for any use of Instapro by persons to whom you intentionally or negligently allow access to your password.

    The content that you provide does not reflect the views of Instapro, its officers, managers, owners, employees, agents, designees or other users. In addition, Instapro retains the right, in its sole discretion, to determine whether or not your use of its platform is consistent with the terms and conditions of this Agreement. Instapro may suspend, restrict or terminate your use of its website and apps and to refuse any future use of all or portions of its platform if your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, Instapro may seek any and all other remedies available to it, including: (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.

  5. Your Conduct

    In connection with your participation in Instapro and use of the platform, you represent and warrant that you:
    1. Are above the age of eighteen (18);
    2. Will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws;
    3. Will not submit any Projects or content that may be considered by Instapro to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person’s privacy or proprietary rights, or racially, ethnically or otherwise objectionable;
    4. Will submit thorough and thoughtful Projects that will provide service professionals with accurate and detailed information sufficient for them to understand the Project you would like to have completed;
    5. Will not submit Projects or content that comment on other service professionals or Customers;
    6. Will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Instapro, or otherwise attempt to mislead others as to your identity;
    7. Will not submit Projects or content that are encrypted or that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our platform;
    8. Will not access, download or copy any content contained on our platform through artificial means (including but not limited to spiders, hacking devices, computer programs, bots or other such means);
    9. Will not post non-local or otherwise irrelevant Projects or content, repeatedly post the same or similar Projects or content, or otherwise impose an unreasonable or disproportionately large load on our platform;
    10. Will not take any action that would undermine Instapro or its platform;
    11. Will not attempt to gain unauthorized access to the platform, other user accounts, or other computer systems or networks connected to the platform;
    12. Will not use the platform in any manner that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
    13. Will not use the platform in any way that could interfere with the rights of Instapro or the rights of other users of the platform;
    14. Have sufficient rights in and to all content that you provide, transmit or otherwise convey on the Instapro platform;
    15. Agree not to re-sell or assign your rights or obligations under this Agreement;
    16. Will not reproduce, duplicate, copy, sell, re-sell or exploit any content on the platform;
    17. Will not access the platform for any commercial, educational or other purposes not related to your Project, without the express written consent of Instapro, which consent may be withheld by Instapro at our discretion;
    18. Grant us an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute the content you provide in the platform and to prepare derivative works of, or to incorporate such content into other works, and to grant and to authorize sublicenses of the foregoing; and
    19. Agree not to create an account or use Instapro services if your account previously has been terminated by Instapro or if you previously have been banned from using the services.

  6. Instapro Is Not a service professional, General Contractor, or Merchant of Record

    1. Instapro is not the service professional; is not in the business of providing the services or selling goods the subject of any Project or service contract entered into between you and the service professional (“Service Contract”); and is not responsible in any way for the provision of services or sale of goods offered by such service professional or Service Contract. Instapro is not a merchant of record or general contractor. Except as provided herein, you shall solely look to the applicable service professional for the facilitation of services or sale of goods relating to the Project or Service Contract. Instapro is merely operating a platform that helps connect you with the service professional interested in your Project.

  7. Publication and Distribution of Content

    1. Instapro does not guarantee the accuracy, integrity, quality or appropriateness of any content transmitted to or through the platform. You acknowledge that Instapro simply acts as a passive conduit and an interactive computer service professional for the publication and distribution of content posted by you or a service professional. You understand that all content posted on, transmitted through, or linked through the platform, are the sole responsibility of the person from whom such content originated. You understand that Instapro does not control, and is not responsible for content available through the platform, and that by using the platform, you may be exposed to content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment and bear all risks associated with the use of any content.

    2. You further acknowledge that Instapro has no obligation to screen, preview, monitor or approve any content published by you, a service professional, or a third party. However, Instapro reserves the right to review and delete any content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Instapro platform, you agree that it is solely your responsibility to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any content that you submit, receive, access, transmit or otherwise convey through the platform. Under no circumstances will Instapro be liable in any way for any content provided by you, a service professional, or a third party, including without limitation, content that contains any errors, omissions, defamatory statements, or confidential or private information or for any loss or damage of any kind incurred as a result of the use of any content submitted, accessed, transmitted or otherwise conveyed via the platform. You waive the right to bring or assert any claim against Instapro relating to your content or the content of a service professional or other third party, and release Instapro from any and all liability for or relating to any such content.

  8. Service Professionals

    1. The applicable service professional shall be solely responsible for the provision of services and sale of goods subject to the Project or Service Contract and for any and all injuries, illnesses, damages, costs, expenses, liabilities, or otherwise suffered or incurred by you in connection with the fulfillment of or failure to perform the services of the Project or Service Contract.

    2. Instapro does not endorse and is not responsible or liable for any content, data, advertising, products, goods or services available or unavailable from, or through, any service professionals. You agree that should you use or rely on such content, data, advertisement, products, goods or services, available or unavailable from, or through any service professional, Instapro is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with or participation in promotions of any service professional, and any other terms, conditions, representations or warranties associated with such dealings (including without limitation any Service Contracts), are between you and such service professional exclusively and do not involve Instapro. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging service professionals.

    3. You agree that Instapro is not responsible for the accessibility or unavailability of any service professional or for your interactions and dealings with them, waive the right to bring or assert any claim against Instapro relating to any interactions or dealings with any service professional, and release Instapro from any and all liability for or relating to any interactions or dealings with service professionals.

    4. Instapro may, in its sole discretion, have criminal and/or financial background checks conducted on certain service professionals. By having such background checks conducted, Instapro DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION XV (WARRANTY DISCLAIMER), OR SECTION XVI (LIMITATION OF LIABILITY).

  9. Minimum Age

    If you are under the age of eighteen (18), you are prohibited from participating on Instapro’s platform.

  10. Limited License

    By agreeing to this Agreement, Instapro grants you a limited license to access, participate in and use Instapro. You acknowledge and agree that you will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational (or any other non-personal) purpose any content or any portion of the platform without the express written consent of Instapro.

  11. Modification, Limitation, and Discontinuance

    Instapro reserves the right to, at any time and without notice, limit access to, modify, change, or discontinue Instapro. You agree that Instapro will not be liable to you or to any third party for any such limitation, modification, change, suspension, or discontinuance of Instapro. You agree that Instapro may establish general practices, policies and limits, which may or may not be published, concerning the use or operation of Instapro.

  12. Delays

    Instapro is not responsible for any delays, failures or other damage resulting from delays and/or other problems inherent in the use of the Internet and electronic communications.

  13. Feedback

    Instapro appreciates hearing from you, as well as our other users, and welcomes your comments regarding Instapro and any other Instapro product, program, or service. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those that we have specifically requested.

    Although we do value your feedback on our services, please be specific in your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts or other content (collectively, the “Submissions”), such submissions will be the property of Instapro. In addition, none of the Submissions will be subject to any obligations of confidentiality and Instapro will not be liable for any future use or disclosure of such Submissions.

  14. Copyright Materials

    You acknowledge and agree that all content and other information on the platform, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations and software (collectively, the “Copyright Materials”) are the property of Instapro or used with the express permission of the owner of such Copyright Materials and are protected by all United States and international copyright laws.

  15. Warranty Disclaimer

    You understand and agree that INSTAPRO IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT INSTAPRO ASSUMES NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ITS SERVICE OR PRODUCT. INSTAPRO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) SERVICES WILL BE UNINTERRUPTED, TIMELY PERFORMED, SECURE OR ERROR-FREE, (B) ANY CONTENT OR INFORMATION YOU PROVIDE OR INSTAPRO COLLECTS WILL NOT BE DISCLOSED, (C) ANY SERVICE PROFESSIONAL OR GOODS SOLD OR PROVIDED IN CONNECTION WITH A SERVICE CONTRACT WILL BE FREE FROM DEFECT, OR (D) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT THE PARTICIPATION IN INSTAPRO AND USE OF THE PLATFORM IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.

  16. Limitation of Liability

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT INSTAPRO WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF INSTAPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM THIS AGREEMENT, YOUR USE OF INSTAPRO, OR ANY OTHER MATTER RELATING TO THE SITE OR ANY SPECIFIC PROJECT. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.

    TO THE EXTENT INSTAPRO IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OR OPERATION OF THE PLATFORM, INSTAPRO’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF THE VALUE OF THE SERVICE YOU RECEIVED THROUGH INSTAPRO.

    YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF ANY BREACH OF THIS AGREEMENT BY INSTAPRO. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT INSTAPRO SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.

  17. Indemnification

    You agree to indemnify, defend and hold harmless Instapro, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service professionals and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this Agreement by you; (b) any goods or services purchased by or contracted by you through Instapro or any service contract entered into between you and a service professional; or (c) any violation of any rights of another or harm you may have caused to another. Instapro will have sole control of the defense of any such damage or claim.

  18. Breach of Agreement and Liquidated Damages

    1. You understand and agree that, because damages are often difficult to calculate, if it becomes necessary for Instapro to pursue legal action to enforce the terms and conditions of this Agreement, you will be liable to pay us the following amounts as liquidated damages, which you accept as reasonable estimates of Instapro’s damages for the specified breaches of this Agreement.

    2. If you post content in violation of this Agreement, you agree to promptly pay Instapro One Thousand Dollars ($1,000) for each item of content posted in violation of this Agreement. We may (but shall not be required to) to issue you a warning before assessing damages.

    3. If you display, copy, duplicate, reproduce, sell, re-sell or exploit for any purpose any content in violation of this Agreement, you agree to pay One Thousand Dollars ($1,000) for each item of content displayed, copied, duplicated, reproduced, sold, resold or exploited in violation of this Agreement.

    4. If you use computer programming routines that are intended to aggregate records or content from the platform or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden our platform, you agree to pay One Hundred Dollars ($100) for each review or record that is aggregated, disrupted, damaged or otherwise affected by you.

    5. Except as set forth in the foregoing subsections, you agree to pay the actual damages suffered by Instapro, including, but not limited to attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.

  19. Notice

    1. You agree that Instapro may communicate any notices to you under this Agreement, through electronic mail, regular mail or posting the notices on the platform. All notices to Instapro will be provided by either sending a letter, first class certified mail, to Instapro, 130 East Washington, Indianapolis, Indiana 46204, Attn: Legal Department. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.

    2. In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), Instapro will respond promptly to claims of copyright or trademark infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is: Instapro, 130 East Washington, Indianapolis, Indiana 46204, Attn: Legal Department or email to copyrightagent@angi.com.

    3. If you are a copyright or trademark owner (or authorized to act on behalf of the copyright or trademark owner) and believe that your work’s copyright or trademark has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

      1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

      2. Identification of the copyrighted work or trademark claimed to have been infringed, or, if multiple copyrighted works or trademarks at a single online site are covered by a single notification, a representative list of such works at that site;

      3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

      4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

      5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and

      6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    4. Instapro will investigate notices of copyright and trademark infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

  20. AGREEMENT TO ARBITRATE ALL DISPUTES AND GOVERNING LAW

    1. Informal Negotiations – To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between you and Instapro, including without limitation any dispute or claim related to or arising out of this Agreement (“Dispute”), you and Instapro may attempt to negotiate any Dispute informally (the “Informal Negotiations”) before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Your address for any notices under this Section is your physical address that you have provided to Instapro. Instapro’s address for such notices is: Attn: Legal Department, 130 E. Washington St., Indianapolis, IN 46204.

    2. Arbitration – If a Dispute is not resolved through Informal Negotiations, you and Instapro agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration (“Arbitration Agreement”). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the JAMS ADR Rules (the “JAMS Rules”) of JAMS, which are available at the JAMS website (www.jamsadr.com). Your arbitration fees and your share of arbitrator compensation will be governed by the JAMS Rules (and, where appropriate, limited by the JAMS Rules). If you are unable to pay such costs, Instapro will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the “Class Action Waiver” described in Subsection (d) below.

    3. Excluded Disputes – You and Instapro agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.

    4. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION – To the fullest extent permitted by applicable law, You and Instapro agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything else in this Arbitration Agreement and/or the applicable JAMS Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

    5. Rules/Standards Governing Arbitration Proceeding. A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.

    6. Severability – You and Instapro agree that if any portion of this Section entitled “Mutual Arbitration Agreement” is found illegal or unenforceable, that portion will be severed, and the remainder of this Section will be given full force and effect.

  21. Limitations Period

    Regardless of any statute or law to the contrary, you agree that any claim or cause of action arising out or related to your participation on the Instapro platform or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

  22. Notice for California Users

    Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Services are provided by Instapro, 130 E. Washington St., Indianapolis, Indiana 46204. If you have any questions, concerns, or complaints regarding the Services, please contact Instapro by (i) by contacting us via the form available here; or (ii) sending a letter, first class certified mail, to Instapro, 130 East Washington, Indianapolis, Indiana 46204, Attn: Legal Department.

    California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

  23. Assignment

    You may not assign or otherwise transfer this Agreement or any of its rights and/or obligations relating to this Agreement without the prior written consent of Instapro.

  24. Waiver

    Neither party shall be deemed to have waived any of its rights, powers, or remedies hereunder, except by express writing signed by an authorized agent or representative of the party to be charged.

  25. Severability

    If a provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, that shall not affect: (1) the validity or enforceability in that jurisdiction of any other provision of this Agreement; or (2) the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

  26. Entire Agreement

    This Agreement along with the Privacy Policy entered into by you and Instapro governs your use of Instapro and constitutes the entire agreement between you and Instapro with respect to Instapro. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Instapro regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, any service contract you enter into with a service professional. You represent and warrant that those third-party agreements (including any such service contract) do not interfere with your obligations and duties to Instapro under this Agreement.

  27. Binding Effect

    This Agreement and the rights and obligations created hereunder shall be binding upon and inure solely to the benefit of you and Instapro and our respective successors and permitted assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.

    IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE INSTAPRO PLATFORM. YOU ACKNOWLEDGE THAT YOU HAVE READ, HAVE UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

  28. Provisions Remaining in Effect

    In the event this Agreement is terminated, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections IV, and Sections XV-XXI.