TradeLife, LLC d/b/a PHCEid International (“PHCEid”) has developed certain Certification Programs to certify that professional contractors have obtained the professional licenses or certifications required by the applicable state or local governing body where the contractor provides plumbing, electrical or HVAC services (“Services”).
Contractor has applied to participate in the Certification Programs identified in Contractor’s online application for certain Services and within certain states or other territories (“Territories”) identified in Contractor’s online application.
By completing the PHCEid Certification Program online application and clicking “I Agree” Contractor accepts and agrees to all of the terms and conditions of this PHCEid Certification Program Agreement (“Agreement”) for the Services in the Territories that are approved by PHCEid as communicated in PHCEid’s email responding to Contractor’s application. If Contractor is a company or other legal entity, the person accepting this Agreement represents that he or she is lawfully able to enter into this Agreement on the Contractor’s behalf.
PHCEid may accept or reject Contractor’s application in whole or in part. Any Services and/or Territories requested in Contractor’s application that are not expressly accepted by PHCEid are rejected by PHCEid and Contractor is not authorized to use the associated Certification Marks with respect to the rejected Certification Programs and/or Territories.
The initial of this Agreement is one year from date that Contractor applied for the PHCEid Certification Program, accepted this Agreement and paid all Program fees. This Agreement will automatically renew for subsequent one (1) year terms unless either party gives at least sixty (60) days prior written notice of non-renewal.
Upon termination with respect to an approved Service entirely or in an approved Territory, Contractor must immediately cease using the associated Certification Mark entirely or within the affected Territories, as applicable. Upon termination of this Agreement in its entirety, Contractor must immediately cease all use of any and all Certification Marks. As applicable under the circumstances, Contractor must promptly: (i) destroy all physical materials bearing each affected Certification Mark or, only where feasible, remove or cover over the Certification Mark so that it is no longer visible; (ii) ensure that each affected Certification Mark is removed from Contractor’s public website or, only if and as applicable, the website is modified to accurately reflect the remaining identified Territories; and (iii) verify to PHCEid in writing signed by an officer or equivalent representative of Contractor within five (5) business days that the foregoing actions have been taken. All terms of this Agreement which, by their nature, are intended to survive termination of this Agreement will survive termination including all payment obligations, use restrictions, ownership terms, confidentiality obligations, indemnification obligations, disclaimers, and exclusions and limitations of liability.
Contractor must pay the applicable annual Program fees to PHCEid as posted on PHCEid’s website (currently www.phceid.org) or otherwise communicated to Contractor. PHCEid may change the Program fees from time-to-time in its sole discretion on a prospective basis. Annual Program fees are non-refundable except as expressly provided in this Agreement and no credit will be given in the event Contractor elects to change its Program level election. All past due amounts will bear interest at the rate of 1.5% per month or such lower rate as is required by law. Contractor must pay any late payment charge upon remitting the principal amount to PHCEid and must pay all collection costs incurred by PHCEid. Returned checks are subject to non-sufficient fund fees. All amounts due are exclusive of taxes other than taxes on PHCEid’s net income.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CERTIFICATION MARKS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING ANY WARRANTY OF NON-INFRINGEMENT). TO THE EXTENT THAT A WARRANTY CANNOT BE DISCLAIMED AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
IN NO EVENT WILL PHCEID BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER (INCLUDING LOSS OF PROFITS OR GOODWILL) REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE BY CONTRACTOR OF ANY CERTIFICATION MARK, EVEN IF PHCEID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. PHCEID’S TOTAL AND AGGREGATE LIABILITY FOR ANY LOSS, COST, CLAIM OR DAMAGES IN CONNECTION WITH THE PEFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY CONTRACTOR TO PHCEID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. CONTRACTOR ACKNOWLEDGES AND AGREES THAT THE FEES CHARGED BY PHCEID IS A CONSIDERATION IN LIMITING PHCEID’S LIABILITY. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW, IN WHICH EVENT THE LIMITATION WILL BE THE MINIMUM AMOUNT REQUIRED BY LAW.
Contractor must obtain and maintain commercial general liability insurance in an amount that is commercially reasonable based on Contractor’s business operations.
Contractor grants PHCEid the limited right to list Contractor as certified under the elected Programs for the approved Services and in the approved Territories and use Contractor’s logo on PHCEid’s website, on publicly available lists, in media releases and in marketing communications. Upon termination of this Agreement for any reason, PHCEid will cease using Contractor’s name and logo; provided that PHCEid will have no obligation to remove Contractor’s name or logo from pre-existing printed materials and may continue to distribute such materials.
“Confidential Information” means proprietary information of PHCEid and includes third party proprietary information disclosed to PHCEid. Contractor must safeguard the confidentiality of the Confidential Information, including at a minimum, the precautions taken by Contractor to protect its own Confidential Information but in any event no less than reasonable precautions. Contractor must not disclose any Confidential Information to any third party without PHCEid’s prior written consent.
PHCEid may provide Contractor with written notice via postings on the PHCEid website, via email, via mail at the physical address in Contractor’s application, or any other means of communication through contact information provided by Contractor. Contractor will provide all notices by mail addressed to:
TradeLife, LLC d/b/a PHCEid International
886 N. State Rd. 135 Suite A
Greenwood IN 46142
Attention: Legal Notice
Notices to PHCEid will not be effective until receipt. Any notices by Contractor that do not comply with the above requirements will have no force or effect. A party may change its address for notice by providing notice to the other party as provided in this Section.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision will be considered stricken from this Agreement and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. PHCEid’s failure to act with respect to a breach by Contractor of this Agreement does not constitute a waiver of PHCEid’s rights with respect to subsequent or similar breaches. Contractor may not assign or otherwise transfer any of its rights or obligations under this Agreement without PHCEid’s prior written consent. PHCEid will not unreasonably withhold such consent in the case of an assignment by Contractor in connection with a change of control consisting of the direct or indirect acquisition of either (a) the majority of the voting stock of Contractor or (b) all, or substantially all, of the assets, of Contractor. Any attempted assignment in breach of this Section is void.
The parties are independent contractors. Neither party may supervise the work of the other party’s employees, nor does any employer-employee relationship exist between a party and the other party’s employees or agents. There are no third party beneficiaries to this Agreement.
All remedies available to PHCEid will be cumulative and the specification of a remedy will not preclude PHCEid from pursuing other remedies available at law or in equity. Contractor acknowledges that Contractor’s breach of this Agreement may cause PHCEid irreparable harm that cannot be readily remedied by monetary damages and may constitute unfair competition and an infringement of PHCEid’s trademark rights. In such event, PHCEid will be entitled to an immediate injunction, in addition to all other available remedies, without posting of a bond.
The validity, construction and performance of this Agreement will be governed by US federal law and the laws of State of Indiana without regard to conflicts of laws principles. Any non-contractual cause of action that either party may assert, including for trademark infringement and unfair competition, will also be governed by US federal law and the laws of the State of Indiana without regard to conflicts of laws principles. Any dispute arising out of this Agreement must be filed and maintained in the state or federal courts located in Marion County, Indiana and must be brought within one (1) year after the cause of action has accrued. Contractor submits to the exclusive personal jurisdiction of such courts and agrees that such courts are a convenient forum for adjudication. Notwithstanding the foregoing, nothing in this Agreement will prevent PHCEid from seeking immediate injunctive relief against Contractor in the courts having jurisdiction over Contractor. The prevailing party in any suit will be entitled to recover its costs and reasonable attorneys’ fees for that part of the litigation for which it prevailed.
The headings of this Agreement are inserted only for convenience and will not be construed as a part of this Agreement. When used in this Agreement, the terms “include,” “includes,” and “including” are not limiting. References to the singular include the plural and vice versa.
This Agreement constitutes the entire agreement between PHCEid and Contractor concerning the subject matter of this Agreement and supersedes any prior or current understandings, whether written or oral. This Agreement cannot be amended by Contractor except in writing executed by both parties. PHCEid may revise this Agreement, the PHCEid Certification Program Criteria and PHCEid Certification Mark Use Guidelines at any time in PHCEid’s sole discretion. PHCEid will endeavor to give reasonable email notice to Contractor of changes, but Contractor remains responsible for reviewing the website on a regular basis and maintaining compliance with current PHCEid Certification Program Agreement, PHCEid Certification Program Criteria and PHCEid Certification Mark Use Guidelines. This Agreement is binding upon the parties and their successors and permitted assigns.
By clicking below, you agree to the TradeLife Certification Program Agreement. If you are applying on behalf of a business entity (e.g., corporation or LLC) then you also represent that you have the authority to bind the applicant to the TradeLife Certification Program Agreement.