Welcome to the HTA. This Agreement (“Agreement”) governs your relationship with the Home Technology Association LLC (“HTA”) In this Agreement, we will refer to you, the member as Service Professional, and all of your d/b/a’s, affiliates, agents, employees, representatives and subcontractors as “you” or “your” or “SP” and to Home Technology Association LLC and its employees and agents as “we” or “us” or “HTA.” References herein to the HTA website (“Website”) include any and all web sites now, or hereafter, owned or operated by HTA.

I. What We Agree.

With Respect to Leads:

    1. HTA receives requests from persons (“customer” or “customers”) seeking a referral to business that provide for certain services. In turn, HTA may send you a communication about such customer’s expressed service request need (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 on the Service Professional Application Form (which you may amend from time to time by contacting the HTA) and HTA Certification research, and may be amended by HTA from time to time. Leads may also be sent to other member service professionals based on the category of the customer request.
    2. We do not guarantee to provide you any specific number of Leads, nor do we make guarantees, representations or warranties regarding a customer’s level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor do we guarantee that you will successfully contact each customer. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. HTA is free to contract with other Service Professionals as this is not an exclusive contract.
    3. We may provide customers with the ability to rate their experience working with you via Customer Ratings & Reviews. 

With Respect to Certification:

    1. As part of your annual or monthly certification fees, as set forth in section 2.17 below, you will receive placement in the HTA’s directory which is displayed on the Website.
    2. HTA does not make any representations or warranties regarding how often your listing and/or profile (including any ratings or reviews) will appear or be viewed, or where or on what page your listing will appear, or your conversion rate for impressions or views of your profile page.
    3. HTA uses a proprietary objective scoring system to determine whether a SP qualifies for HTA certification. As the scoring system is proprietary and HTA’s trade secret, you acknowledge and agree that HTA is under no obligation to share the factors that are utilized to score a SP. 
    4. If you have multiple business locations, and either elect to not have all your locations certified, or if all your locations do not qualify for HTA Certification, you agree to not represent that the non-certified locations are HTA Certified. All HTA marketing collateral (HTA Certified logos for business cards, proposals, emails, vans, logos, window stickers, shirts, etc.) may not be used at the non-certified locations. HTA will provide you with a variant logo with an asterisk, and you must state on each page of your website that includes the HTA logo, an asterisk with a note indicating which of your locations are certified.

II. What You Agree.

  1. You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a HTA certified company, and thereafter while this Agreement remains in effect, as follows:
  2. You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Application Form or during your Company Profile Interview, and any subsequent amendments you make to your Company Profile.
  3. You are, and at all times will be, properly and fully licensed, bonded 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 shall notify us within 5 business days of any such changes to your licensing, bonding or insured status.
  4. If you or your company is 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.
  5. You will comply with the HTA Certification requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by HTA to comply with any changes.
  6. SMS messaging: We occasionally communicate via SMS text messages. This is needed for us to get in touch with you for important information, such as details required to process your HTA application, or to alert you that an important email was just sent. After HTA Certification approval, we will opt in owners, marketing, and sales personnel to receive texts. You can opt-out by responding to these texts with STOP, which will accompany each text.
  7. You hereby represent that you, any predecessor entities of your company, any shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided HTA with an accurate and truthful written statement detailing any exceptions. 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 certification to (or had your certification revoked from) any professional industry associations. In addition to all of the other terms and conditions herein, SP hereby represents and warrants that the information provided by SP in the SP profile on the SP’s online profile page is, and shall at all times be, maintained in an accurate, up-to-date and professional manner, and in compliance with all applicable laws and regulations. You authorize HTA to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.You shall inform HTA of any changes to the aforementioned representations within 5 business days via email to admin @ htacertified.org.
  8. Within 5 business days, you shall notify HTA, via email to adminhta @ htacertified.org if:
    1. at any time during your certification with HTA you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, are named as a defendant in a lawsuit relating to one of your customers, have a civil legal judgment entered against such party or a felony conviction entered against such party;
    2. any changes impacting your ability to perform the high standard of work required by the Certification, including but not limited to, your financial condition, reputation, litigation, regulatory actions and/or licensing status; and/or
    3. any material changes to your insurance or bonding coverage status.
  9. 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.
  10. By agreeing to these terms and conditions of the HTA Certification you grant permission for HTA staff members to inquire with manufacturers, local competitors, local trade partners, and local industry professionals about your company.This will include sharing of information regarding your financial history, your technical proficiency, your customer service history, your litigation history, and any other pertinent information that would qualify or disqualify your company for certification.
  11. SP acknowledges that the HTA will research the reputation of each SP by interviewing local trade professionals, manufacturers, design professionals, and other consumers or professionals who have a professional knowledge of the SP.All of this information is provided to the HTA under non-disclosure agreements.By agreeing to these terms and conditions you waive all rights to access any information obtained in these private interviews.
  12. 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 the Website, for use and posting on our Website and for use in marketing materials to be presented to customers 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. HTA reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the HTA 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 HTA 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 HTA as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of HTA.
  13. By posting or providing any content on the Website, including but not limited to photographs (“Content”), you represent and warrant to HTA that you own or have all necessary rights to use the Content, and grant to HTA the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have 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 HTA 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 Website, and on any other websites owned or operated by HTA. Nothing in this Agreement shall restrict other legal rights HTA may have to the Content, for example under other licenses. HTA reserves the right to remove or modify Content for any reason; including Content that HTA 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 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 HTA account is terminated, or if you remove any Content from your HTA account, HTA 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.
  14. You acknowledge and agree that all of the content and information posted on the Website, including but not limited to SP profiles, screening information, and Customer Ratings & Reviews for all HTA SP members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of HTA.
  15. You acknowledge and agree that you have no right to disseminate, 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 HTA, 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 HTA for any such damages, and will indemnify HTA, as provided in § 2.30, in the event of any third party claims against HTA based on or arising from your violation of the foregoing. You acknowledge and agree that HTA 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. HTA 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.
  16. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with HTA, 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. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A HTA CONSUMER REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A MATERIAL BREACH OR CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO HTA AND OTHER SERVICE PROFESSIONAL PARTNERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT ON THE PART OF HTA. 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 STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU 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 HTA, AS SET FORTH IN SECTION 2.30 BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
  17. You agree to allow only employees of your company, subcontractors 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 subcontractors or independent contractors; you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors and independent contractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by HTA to any other party, including any other HTA Service Professionals.
  18. Fees.
    You agree to be bound by the then applicable pricing plan provisions (all fees are stated and payable in U.S. dollars) to maintain certification and inclusion in our HTA Certified dealer directory or any other subscription offering. You will pay HTA applicable non-refundable fees which may include: (i) an initial application fee for HTA certification; and (ii) monthly or yearly certification fees. HTA reserves the right to charge your credit card for any fees immediately upon your authorization and receipt of your credit card information by you or your representatives.The current HTA fee schedule is:
    1. The HTA application fee is $400, payable upfront.
      - If the application is completed within 72 hours of starting, the full $400 will be refunded.
       - If completed within three weeks, $200 will be refunded.
       - No refund is available after three weeks.
      ​​​​​​​The fee covers application processing and does not guarantee HTA Certification. If the application is denied, the fee is non-refundable.
    2. The monthly certification fee is $150 monthly or $1,500 annually if paying by Automated Clearing House (“ACH”), or $160 monthly or $1600 annually if paying by credit card. 
  19. Refunds.
    If you cancel your membership and you pay the certification fee on a monthly basis, your cancellation will take effect at the end of the monthly billing cycle. If you prepaid the certification fee on an annual basis and cancel, you will be refunded the remaining full unused months that were prepaid at the non-discounted monthly rate. For example, if you prepaid $1,500 via ACH and cancel the HTA membership after 6 months, you will be refunded $600 ($1,500 annual payment less $900 (6 months of HTA membership benefits x $150/month) = $600 refund)).
  20. Subscription Fees; License Fees; Other Recurring Fees.
    For purchases of a subscription certification (monthly or annually), you shall pay such fees on a monthly, or annual basis, as applicable. You agree that payments will be made by HTA initiating an ACH transfer or processing your credit card, in advance, on a monthly or annual basis, as applicable. 
  21. AUTOMATIC RENEWAL OF SUBSCRIPTION; After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period (each a “Renewal Term”), at the renewal price communicated to you at the time your purchased your initial subscription (“Renewal Price”), unless HTA provides you with at least thirty (30) advance notice of a change in your Renewal Price. You agree that your account will be subject to this automatic renewal feature. If you want to change or terminate your subscription, you may do so solely by contacting HTA Customer Care at 424.272.8969 or email adminhta @ htacertified.org. By subscribing, you authorize HTA to charge your provided payment method now and again at the beginning of any Renewal Term. You also authorize HTA to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your subscription, if HTA does not receive payment from your payment method or payment method provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that HTA may either terminate or suspend your subscription and continue to attempt to charge your payment method until payment is received.
  22. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your HTA profile, and all contact and billing information, are kept up-to-date and accurate. HTA is not responsible, or liable, for undelivered customer notifications. You agree to promptly notify HTA 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.
  23. You acknowledge that you will not receive a detailed account statement unless you provide written request to the HTA.HTA will process your balance due at the end of your billing period via your selected payment method. Past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law. In addition, any returned payments will incur a $40 fee per transaction.
  24. Any disputes about charges to your account must be submitted to HTA 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.
  25. Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
  26. No fee is due or payable to the extent such fee is in violation of any applicable law.
  27. You authorize HTA to charge you for any sales or similar taxes that may be imposed on your certification payments or any other fees charged by HTA.
  28. HTA Certified License
    While this Agreement remains in effect, and while you remain in full compliance with all terms set forth herein, HTA hereby grants you a non-exclusive, non-transferrable, non-sublicensable, license to use and display the HTA Certified Logo in connection with marketing your business. You agree that any use or display of the HTA Certified logo must comply with all standards and guidelines of HTA adopted from time to time with respect to the proper use and display of the HTA Certified logo.
  29. Restrictions. You may only use the HTA Certified logo in the event you pass HTA’s certification criteria initially and annually thereafter, which shall be determined in HTA’s sole discretion. HTA may also re-certify your business at any time in its sole discretion, and may terminate this Agreement in HTA’s sole discretion. Further, you may only use the HTA Certified logo in the market and or markets for which you have been certified by HTA. You may only use the HTA Certified logo for its intended use, and you may not misrepresent HTA, HTA’s products or Services, your affiliation with HTA, or the HTA Certified logo. If at any time any of your certification status should change (i.e. state-level license terminated; fall out of good standing in your state of incorporation, etc.), you must immediately report such change to HTA, and if such change causes your business to fail HTA’s certification criteria, in HTA’s sole discretion, then your license to use the HTA Certified logo is immediately suspended, and if not remedied to HTA’s satisfaction within thirty days of notification, this Agreement shall automatically terminate. You also hereby agree to be re-certified by HTA annually, and at any other time as desired by HTA, and failure to allow such re-certification, or failing the re-recertification, in HTA’s sole discretion, shall result in the immediate and automatic termination of this Agreement. The license granted hereunder is solely for the use of the HTA Certified logo, and you do not have any right to use the HTA name or logo separately or apart from the HTA Certified logo.
  30. Accessing the HTA Certified logo. You agree that you shall access the HTA Certified logo solely via the following methods: (a) via a graphics file provided to you by HTA for use online on your website, or (b) any other method generally offered by HTA. You may not make any changes or modifications to the HTA Certified logo, and shall only use the HTA Certified logo in the exact form and format in which it is provided to you by HTA.
  31. Indemnification; Limitation of Liability; Disclaimer of Warranties.
    Indemnification. You shall fully protect, indemnify and defend HTA and all of its agents, officers, directors, shareholders, advisors, suppliers, partners, employees, and any and all individuals and companies that provide information on your abilities and reputation, 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 any of your work for or dealings with any customers, or your services, representations, advertising, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) as provided in this Agreement, including any extra work, and in connection with your use of the HTA Certified logo, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF HTA 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 HTA OR THE INDEMNIFIED PARTIES.
  32. Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF HTA TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO HTA DURING THE PRECEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.
  33. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE HTA SERVICES AND HTA CERTIFIED LOGO ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND HTA DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  34. Dispute Resolution and Binding Arbitration.
    YOU AND HTA ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND HTA, its agents, employees, successors, assigns, direct and indirect subsidiaries, and any third party providing any products or services to you in connection with your purchase (collectively “HTA”) arising from or relating in any way to this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement (including relationships with third parties who are not signatories to this Agreement), HTA’s advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitration shall be administered by JAMS or ADR Services in Los Angeles, California (or a substitute forum if they are unavailable).Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including the JAMS’ Comprehensive Arbitration Rules and Procedures or JAMS’ Streamlined Arbitration Rules and Procedures, or ADR Services’ Arbitration Rules in effect at the time the claim is filed.

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR HTA SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER SPs, OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).

The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law. Information on JAMS or ADR Services and their applicable rules are available at the following numbers and URLs: JAMS, (800) 352-5267, www.jamsadr.com; ADR Services, (213) 683-1600, http://www.adrservices.com.

    1. Any proceeding to enforce this arbitration provision, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration provision is for any reason held to be unenforceable, any litigation against HTA may be commenced only in the federal or state courts located in Los Angeles, California. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
    2. If the arbitration provisions set forth in sections 2.34 and 2.35, are enforced and a controversy proceeds to arbitration for resolution, this Agreement shall for all purposes be governed, interpreted, construed and enforced solely and exclusively in accordance with the laws of the State of California,without regard to conflicts of law provisions thereof, except with respect to the Arbitration provision (sections 2.34 and 2.35) which is governed, in all respects by the Federal Arbitration Act.
    3. If the arbitration provisions set forth in sections 2.34 and 2.35, are not enforced and a controversy proceeds to court for adjudication, this Agreement shall for all purposes be governed by the law of the state in which the plaintiff resides, except with respect to the Arbitration provision (sections 2.34 and 2.35) which is governed, in all respects by the Federal Arbitration Act.
       
  2. III. Other Terms.
     
    1. This Agreement, and the HTA Fee Schedule, may be changed from time to time and you agree to be bound by any changes that are posted on the Website or which are otherwise communicated to you; the current applicable Agreement and HTA Fee Schedule is available upon request.
    2. You may terminate this Agreement upon our receipt of your written notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received).
    3. HTA, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your certification in the HTA 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 with respect to all Sections of this agreement 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 the any HTA content, including but not limited to the HTA Certified logo in any manner, and (ii) you agree to destroy any materials containing the HTA Certified logo. Upon any termination of this Agreement, you will no longer have access to any HTA account information or marketing materials.
    5. If it is determined or suspected by HTA in its sole discretion that you are misusing or attempting to misuse or circumvent the HTA 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 HTA, in addition to our right to immediately terminate this Agreement, HTA 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 HTA reserves the right to de-certify a SP due to homeowner, manufacturer, industry partner, and dealer complaints. The HTA will investigate any complaints which could result in termination of certification.
    7. All SPs are required to provide customers with all programming code at the end of every project assuming that customer has met all their financial obligations to the company.
    8. All SPs are required to perform criminal background checks on all new employees from the initial date of certification on.Failure to do so will result in termination of certification status.
    9. All SP’s claims regarding customer support and response time will be tested periodically by HTA staff to verify the claims or availability and response time.If SP fails to meet the stated claims, the account is subject to review and possible termination at the discretion of HTA.HTA has the right to immediately alter the public customer service data if the SP is not within compliance.
    10. If you provide names, addresses, email information of industry partners, HTA reserves the right to market to these individuals or firms in the interest of promoting awareness of HTA.
    11. The relationship between HTA and you shall be that of independent contractors and neither party shall be or represent itself to be an agent, employee, partner or joint venture of the other, nor shall either party have or represent itself to have any power or authority to act for, bind or commit the other.
    12. 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.