Contractor

The Switch Is On Pro Terms of Participation

Last updated: June 27, 2024

This Agreement ("Agreement") governs your relationship with the Building Decarbonization Coalition, with respect to your participation in The Switch Is On Pro Network (“SIO”). In this Agreement, we will refer to you and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you," or "Contractor" or “pro” or “SIO Pro” and to Building Decarbonization Coalition and its employees and agents as "we" or "us" or “SIO” or "BDC." Other Contractors who have joined SIO’s network are referred to in this Agreement as "Contractors" or “pros” or "SIO Pros."" Unless otherwise stated, all terms and conditions set forth in this Agreement that apply generally to Contractors also apply to and bind you. References herein to the “Switch Is On Website" or “SIO Website” or “Website” include any and all websites now, or hereafter, owned or operated by BDC. It is important to read our entire Agreement carefully as some of the provisions affect your legal rights.

  1. What We Agree.

    1. With Respect to Lead Generation.
      1. SIO aims to receive requests from homeowners, property managers, individuals and others ("potential customers") who indicate interest in certain services relating to home electrification upgrade, repair, and other types of projects ("service requests"). These service requests may be submitted directly or indirectly to SIO via the SIO Website, telephone calls, third party affiliate websites or other means. SIO may send you a communication, which contains information relating to a service request, including the potential customer's contact information (a "Lead"). We may also send your contact information to the customer. The information we provide about you will be based on the information you submit and online ratings & reviews, and may be amended by SIO from time to time. Leads may also be sent to other Contractors based on the category of the service request.
      2. SIO cannot and does not review each service request individually. Therefore, we disclaim and make no guarantees, representations or warranties regarding the source, accuracy, validity, or quality of Leads, a customer's level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided to SIO, 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. Although we limit the number of Contractors that are matched to a customer, a Lead may be sent to multiple other Contractors. These pros may also contact that same Lead for the same job. 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. SIO is free to contract with other Contractors as this is not an exclusive contract.
      3. We provide customers with the ability to rate their experience working with you, and we may obtain other online ratings and reviews about you. Such ratings and reviews may or may not be displayed in the Directory, at SIO’s sole discretion.
      4. If your rating drops to three (3) stars or below, SIO reserves the right to and may stop providing you Leads from SIO, and your directory listing may become inactive, until you raise your rating above three (3) stars. You will have the ability to improve your rating by acquiring additional positive online reviews to lift the rating. Once your rating is greater than three stars, you will regain your eligibility to receive Leads.
      5. Your listing may be displayed in response to requests from customers for contractors in the project categories that you have indicated to us that you perform, in geographic locations where you have told us you perform services. Your listing may be displayed among contractors who are members of SIO affiliate companies, some of whom may have been subject to different screening criteria than the screening you are required to undergo. SIO does not make any representations or warranties regarding how often your listing will appear or be viewed, or where or on what page your listing will appear, or views of your profile page. In addition, the telephone number displayed with your listing shall be your actual telephone number that you provide to SIO.
    2. Promotion by SIO. From time to time, SIO may promote pros who meet certain standards determined by SIO. This promotion might come in the form of a badge or other designation.

  2. What You Agree.

    You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor and successor entities of your company), employees, subcontractors, and any individuals performing work on your behalf, at the time you become an SIO Pro, and thereafter while this Agreement remains in effect, as follows:

    1. Membership in the SIO Pro Network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join SIO, you represent and warrant that you are eligible.
    2. You are qualified and capable of performing the services, trade, or tasks you selected when enrolling, and any subsequent amendments you make to your account related to services provided.
    3. You are, and at all times will be, properly and fully licensed and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing or insured status. If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
    4. You will comply with the SIO Pro Network participation requirements as specified from time to time. If these requirements are amended, you will be advised and must comply with any changes immediately upon notification if no action is required on your part or within thirty (30) days if affirmative action is required of you.
    5. 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 participation in the SIO Pro Network 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 SIO. 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 SIO to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
    6. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. 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.
    7. A customer cannot enter a contract with you via the SIO Website. In the event a customer selects you on our Website in response to a quote you provide (or schedules an appointment), such selection (or appointment) is merely an indication of the customer’s interest in contacting or being contacted by you. You agree that you will not charge any amount to any consumer who has not hired you for a job.
    8. 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. 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 Website, for use and posting on our Website and for use in marketing materials to be presented to customers or prospective Contractors 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. SIO reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the SIO Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by SIO of such content as contemplated by this Agreement, shall not violate any third party’s intellectual property rights. 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. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of SIO as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names that incorporate any part of the names of BDC, The Switch Is On, and The Switch Is On Pro Network.
    9. By posting or providing any content on the SIO Website, including but not limited to photographs (“Content”), you represent and warrant to SIO that you own or have all necessary rights to use the Content, and grant to SIO 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. You hereby grant SIO 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 SIO Website, and on any other websites owned or operated by BDC. Nothing in this Agreement shall restrict other legal rights SIO may have to the Content, for example under other licenses. SIO reserves the right to remove or modify Content for any reason, including Content that SIO believes violates this Agreement or our policies. 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 know 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 SIO account is terminated, or if you remove any Content from your SIO account, SIO 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.
    10. You acknowledge and agree that all of the content and information posted on the SIO Website, including but not limited to Contractor profiles, screening information, and ratings & reviews (excluding any logos or trademarked materials, or other intellectual property of Contractors provided by Contractor), is the sole and exclusive property of SIO. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any content posted on the SIO Website, other than content provided directly by you. You represent and warrant that all of the information you provide to SIO, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to SIO for any such damages, and will indemnify SIO in the event of any third party claims against SIO based on or arising from your violation of the foregoing. You acknowledge and agree that SIO 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. SIO 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.
    11. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with SIO, 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, County, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL AN SIO SERVICE REQUEST, OR 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 SIO AND OTHER CONTRACTORS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF SIO. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL AND STATE DO-NOT-CALL REGULATIONS AND FEDERAL AND STATE ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO SIO, AS SET FORTH IN THIS AGREEMENT, 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.
    12. 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. 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. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by SIO to any other party, including any other SIO Pros.
    13. By enrolling in the SIO pro network, and/or by inquiring about participation in the SIO pro network or other SIO products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list, and even if you have previously opted-out from receiving marketing emails from SIO, 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 emails. You agree and acknowledge that SIO and its affiliates may use automated phone technology (including autodialed and prerecorded messages) to provide you with operational communications concerning your account or use of the Services, updates concerning new and existing features on the SIO website, and news concerning SIO and industry developments. 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 individuals 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 this Agreement. You consent to be automatically opted in to text messages from SIO, and agree that SIO may send you text messages with instructions on setting up your account and other relevant communications. Message and data rates may apply, and message frequency may vary. Carriers are not liable for delayed or undelivered messages. You may opt-out of receiving all text (SMS) messages from SIO by replying with the word “STOP” to a text message from us; however you acknowledge that opting out of receiving text messages may impact your use of the Services.
    14. You agree not to copy/collect SIO content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand).

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

    1. Indemnification. You shall fully protect, indemnify and defend SIO and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns (“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 customer personal information) set forth in this Agreement, including any extra work you perform for a customer for which SIO has not matched you, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF SIO 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 SIO 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.
    3. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE SIO WEBSITE IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND SIO 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, NONINFRINGEMENT, SECURITY, AND ACCURACY, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  4. AGREEMENT TO ARBITRATE ALL DISPUTES AND GOVERNING LAW.

    1. Arbitration. Any dispute between SIO and you shall be resolved through binding arbitration administered by Judicial Arbitration and Mediation Services (JAMS) or any other arbitration service mutually agreeable to the parties. Arbitration fees will be divided equally between the parties. If either party refuses or fails to name an arbitrator, furnish required payments or information demanded, or participate in the arbitration on or before applicable deadlines, then the arbitration may proceed before an arbitrator named by the participating party, and the arbitrator is hereby authorized to decide the dispute ex parte (without the other Party’s participation), based on the information presented to the arbitrator. This duty to arbitrate shall survive termination of this Agreement or the parties’ performance of it. The arbitration shall be final, and judgment may be entered in any court having jurisdiction. In no event may arbitration be demanded on any claim after the applicable statute of limitation for commencing litigation has expired. The parties understand that by signing this Agreement they are giving up their right to have the dispute litigated in a court or jury trial. These arbitration rights shall be specifically enforceable under the Federal Arbitration Act at 9 U.S.C. § 1.
    2. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. To fullest extent permitted by applicable law, you 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 Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

  5. Other Terms.

    1. This Agreement may be changed from time to time. By continuing to use any SIO services you agree to be bound by any such non-material changes. Material changes to this Agreement will be posted on the SIO Website and periodically communicated to you by email, text, or other reasonable means. By continuing to use any SIO services after updates are posted on the SIO Website, you are agreeing to all such changes.

    2. 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).

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

    4. If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue; and any Leads provided to you during the term of this Agreement and relationships you enter into or create from those Leads will continue to be governed by this Agreement including but not limited to with respect 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 SIO content, including any SIO provided badging. Upon any termination of this Agreement, you will no longer have access to your SIO account and will no longer receive Leads from the SIO Website.

    5. If it is determined or suspected by SIO in its sole discretion that you are misusing or attempting to misuse or circumvent the SIO 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 SIO, in addition to our right to immediately terminate this Agreement, SIO 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.

    6. The laws of the State of California (excluding the laws and principles with respect to conflicts of law) govern this Agreement. Subject to the duty to all arbitrate all disputes below, you hereby consent and agree that the state or federal courts in California are the exclusive forum for litigation of any claim by you arising under this Agreement or your use of the SIO Website and/or Services, and you submit to sole and exclusive jurisdiction of courts in the state of California, 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. The prevailing party in any arbitration or court proceeding shall be awarded its attorneys fees and costs.

    7. You understand and agree that you are an independent contractor participating in the SIO pro network, and are not a SIO 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. SIO 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 consumer, except as specifically noted herein.

    8. You agree that you shall not use, directly or indirectly, any of SIO’s trademarks, trade names, images, service marks, logos or other intellectual property for any purpose without the express written consent of SIO. No license or other rights in or to any SIO intellectual property or logo are granted to you under or implied by this Agreement.

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

    10. If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or 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.

    11. SIO has the right to use all information related to You in accordance with its Privacy Policy, which can be found at https://switchison.org/privacy-policy.

    12. This Agreement constitutes the entire integrated agreement and supersedes all prior agreements and discussions. No documents or information are incorporated into this Agreement except as expressly indicated herein. Neither party is bound by any representation, warranty, promise, statement, or information, unless it is contained in this Agreement or expressly incorporated into it by reference. If any part of this Agreement is held to be unenforceable for any reason, then that part will be stricken, and the remainder of this Agreement will remain in full force and effect. This Agreement will bind and inure to the benefit of the parties’ respective heirs, executors, administrators, successors, and permitted assigns. This Agreement may be executed in one or more counterparts, and faxed or e-mail and other forms of electronic signatures are equally binding and effective as originals.