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This Membership Subscription Agreement (“Agreement”), is between Goodsmith Home Care and Repair, Inc., a Delaware corporation (“Goodsmith”) with its office at 1296 North Post Oak, Houston, TX 77055, and Member (together with Goodsmith, the “Parties” and each a “Party”).
Whereas Goodsmith has the capability and capacity to provide home maintenance and repair services at the Residence (the “Subscription Services”) and Member desires to retain Goodsmith to perform said services, Goodsmith is willing to perform the services subject to the terms and conditions herein set forth:
1. Services: Goodsmith shall provide to Member ongoing Subscription Services as set forth in the Statement of Services (attached hereto as Exhibit A) at the Residence.
2. Term: This Agreement shall commence as of the Effective Date and shall continue on a month to month basis (the “Subscription Period”), unless terminated pursuant to Section 6 herein.
3. Membership Fees:
a. Member will be automatically charged every month on the anniversary day of signing up per the listed price online at www.mygoodsmith.com (the “Membership Fees”). Membership Fees are non-refundable.
b. Payment for any On-Demand services is due upon receipt of invoice for service(s) rendered. Goodsmith reserves the right to adjust fees in its sole discretion. Goodsmith reserves the right to bill for material costs on the purchase date, rather than on the service date.
i. Invoices not paid or disputed within 10 days will be subject to collections and will result in the immediate termination if this Agreement without refund of any fees already paid. I understand if I have an unpaid balance to Goodsmith or any of its affiliates and do not make satisfactory payment arrangements, my account may be placed with an external collection agency. I will be responsible for reimbursement of the fee of any collection agency, which may be based on a percentage at a maximum of 35% of the debt, and all costs and expenses, including reasonable collection and attorney’s fees incurred during collection efforts.
ii. In order for Goodsmith or any of its affiliates or their designated external collection agency to service my account, and where not prohibited by applicable law, I agree that Goodsmith or any of its affiliates and the designated external collection agency are authorized to (i) contact me by telephone at the telephone number(s) I am providing, including wireless telephone numbers, which could result in charges to me, (ii) contact me by sending text messages (message and data rates may apply) or emails, using any email address I provide and (iii) methods of contact may include using pre-recorded/artificial voice message and/or use of an automatic dialing device, as applicable. Furthermore, I consent the designated external collection agency to share personal contact and account related information with third party vendors to communicate account related information via telephone, text, e-mail, and mail notification.
4. Limited Warranty: Goodsmith warrants that it shall perform the Subscription Services using personnel of commercially reasonable skill, experience, and qualifications, and shall perform work in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. Goodsmith’s sole and exclusive liability and Member’s sole and exclusive remedy for breach of this warranty shall be as follows:
a. Goodsmith shall use reasonable commercial efforts to promptly cure any breach; provided that, if Goodsmith cannot cure such breach within a reasonable time after Member’s written Notice of such breach, Member may terminate the Agreement by serving written Notice of termination within 30 days of when the original breach occurred.
b. In the event the Agreement is terminated pursuant to Section 4(a), Goodsmith shall within 30 days after the date of termination, refund to Member any Fees paid by Member as of the date of termination for the Subscription Services, less a deduction equal to the Fees of Subscription Services up to and including the date of termination.
c. GOODSMITH MAKES NO WARRANTIES EXCEPT AS PROVIDED ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
5. Limitation of Liability: IN NO EVENT SHALL GOODSMITH BE LIABLE TO MEMBER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT GOODSMITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL GOODSMITH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO GOODSMITH PURSUANT TO THIS AGREEMENT IN THE SIXTH (6TH MONTH) PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
6. Termination: Either Party may terminate this Agreement at any time provided the Member account is current (no outstanding invoices) and terminating Party provides 30 days advance written Notice to the other Party. Pursuant to Section 3 of this Agreement, all Member Fees are non-refundable
7. Notice: A notice is effective only upon email receipt by the receiving Party via email to info@mygoodsmith.com or to the email address provided by Member.
8. Waiver: No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.
9. Amendment and Entirety: This Agreement may be amended, modified, or superseded only by written instrument executed by each Party. This Agreement sets forth the entire agreement and understanding of the Parties with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements, and understandings relating to the subject matter hereof.
10. Force Majeure: Goodsmith shall not be liable or responsible to Member, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Goodsmith including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, civil unrest, national emergency, pandemic, endemic, strikes or other labor disputes, restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown, and/or power outage.
11. Rights of Parties: This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
12. Choice of Law: This Agreement and all related matters arising hereunder are governed by and construed in accordance with the laws of the State of Texas.
13. Waiver of Jury Trial: EACH PARTY HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.
14. Electronic Signatures: Each party agrees that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, pursuant to the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ann. § 322.001 et seq.) as amended from time to time.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the online submission date as recorded by Authorize.net (the “Effective Date”) by their respective duly authorized persons.
Member:
[Electronic signature by initials]
Goodsmith Home Care and Repair, Inc:
Morgan Booth, CFO
Narrative Summary of Services: Subject to the Membership purchased online on the Effective Date of this Agreement, Member will receive and Goodsmith agrees to provide certain homecare and repair services, which are described in more detail in “Services” below. In addition, on a yearly basis, Member may also request pre-packaged annual maintenance services, which are described in more detail in Section III below.
Goodsmith will provide access to trade-specific, Goodsmith managers to provide project oversight, estimation services, and procurement support. ALL services are subject to the terms and conditions in the Member Subscription Agreement and the Subscription Service Terms listed below as A-G.
Services: After purchasing a Membership, Member may request the following a la carte, homecare and repair services including, but not limited to:
Goodsmith shall endeavor to meet Member requests for a la carte home services other than those listed above but cannot guarantee that all requests can be performed. If a Member requested project will require more than two days and/or more than two vendors to complete, Goodsmith reserves the right to refer the project out to its construction partner company, Goodsmith Construction LLC. Member is under no obligation to use Goodsmith Construction, LLC but may be presented with the option to do so if a service request is outside the scope of Goodsmith Homecare and Repair, Inc.
Service Terms:
A. Means of Requesting Services: Member may request the aforementioned services at will during standard business hours (M-F 8am-5pm). Requests submitted outside business hours may be responded to at the sole discretion of Goodsmith. Requests must be submitted via the Goodsmith app. Goodsmith is not responsible for any Member service requests submitted by any other means.
B. Confirming and Cancelling Appointments: Goodsmith will confirm dates and times service appointments via the Goodsmith app. Member cancellation of a scheduled service appointment within two hours of scheduled appointment is subject to a $50 cancellation fee.
C. Same Day Change Order Requests: Same day change order requests are subject to availability of technicians. Goodsmith reserves the right schedule separate appointments for on-site change orders.
D. Accessibility: All services are subject to the Residence and the area of repair and/or improvement being in reasonable working order and also being reasonably accessible to Goodsmith technicians, which includes, but is not limited to being within reach of an eight-foot ladder.
E. Billing and Expenses:
i. Service appointments shall be billed at a minimum of one hour, but Goodsmith reserves the right to invoice for less.
ii. Special order materials and/or materials in excess of $200 may be billed in full in advance of services being delivered.
iii. Billing time and material cost estimates are approximations and are not guaranteed.
iv. All third-party, Goodsmith staffed and managed services shall be paid by Goodsmith directly.
F. Materials: With Member’s direction and consent, Goodsmith will make best efforts to procure materials on behalf of Member. When Member requested materials are not available, Member consents and gives Goodsmith permission to use its professional judgment to procure suitable like-materials. Materials procured by Goodsmith on behalf of a Member are subject to a markup not to exceed 30%, at Goodsmith’s sole discretion. If Member procures/provides materials (e.g., paint, fixtures, hardware, etc.) to be used by a Goodsmith technician, the Member must be present at the time of service to ensure satisfactory outcomes with Member materials. If Member is not present and the Member-provided materials lead to outcomes that do not meet Member’s satisfaction, Goodsmith will not be held liable. A return visit to remedy the error will be at Member’s expense.
G. Soliciting Off Book Services: Any effort on behalf of Member to solicit “off book” services from a Goodsmith technician will result in the immediate termination of the Member Subscription Agreement without refund.
Optional Annual Maintenance Packages: In addition to the aforementioned services, Member may elect to purchase Annual Maintenance Packages, including up to four (4) prescriptive visits per calendar year. In addition to the Service Terms (listed as A-G above,) the following terms (listed as H-M below) shall also apply to Annual Maintenance Packages:
H. A list of current packages and maintenance services is available at www.mygoodsmith.com. For one calendar year after purchase, Goodsmith will deliver the specific annual maintenance services available at time of Member’s Annual Maintenance Package purchase. Services and prices are subject to change at any time though, and the Parties are bound to the services and prices in place at the time of purchase.
I. Annual Maintenance Packages require upfront payment in full.
J. Delivery of annual maintenance services is subject to Member having an active Subscription, which may require an extension of the Term of this Agreement (e.g., if a Member elects to add an Annual Maintenance Package in the sixth month of a one-year contract, this Agreement will be amended accordingly).
K. Delivery of maintenance services is also subject to Member’s account being in good financial standing.
L. At the time of service, Goodsmith will only deliver the services listed at the time of purchase and has no obligation to deliver additional services unless otherwise agreed to by all Parties.
M. All Goodsmith provided maintenance materials (e.g., filter, bulbs, batteries, etc.) and/or extra services associated with a maintenance visit (e.g., cleaning additional water heaters and/or servicing additional AC units in excess of what were included in the purchased package) will be billed at the time of service.
ALL GOODSMITH SERVICES are subject to the terms and conditions
set forth in the MEMBER SUBSCRIPTION Agreement.
Updated 11/1 /2022
Goodsmith (“us”, “we”, or “our”) operates the mygoodsmith.com website (hereinafter referred to as the “Service”).
This page informs you of our policies regarding the collection, use, and disclosure of personal data when you use our Service and the choices you have associated with that data. The Privacy Policy for Goodsmith has been created with the help of TermsFeed.
We use your data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, the terms used in this Privacy Policy have the same meanings as in our Terms and Conditions, accessible from mygoodsmith.com
Definitions
Service
Service is the mygoodsmith.com website operated by Goodsmith
Personal Data
Personal Data means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).
Usage Data
Usage Data is data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Cookies
Cookies are small files stored on your device (computer or mobile device).
Information Collection and Use
We collect several different types of information for various purposes to provide and improve our Service to you.
Types of Data Collected
Personal Data
While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (“Personal Data”). Personally identifiable information may include, but is not limited to:
Email address
First name and last name
Phone number
Address, State, Province, ZIP/Postal code, City
Cookies and Usage Data
Usage Data
We may also collect information how the Service is accessed and used (“Usage Data”). This Usage Data may include information such as your computer’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
Tracking & Cookies Data
We use cookies and similar tracking technologies to track the activity on our Service and we hold certain information.
Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Other tracking technologies are also used such as beacons, tags and scripts to collect and track information and to improve and analyse our Service.
You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.
Examples of Cookies we use:
Session Cookies. We use Session Cookies to operate our Service.
Preference Cookies. We use Preference Cookies to remember your preferences and various settings.
Security Cookies. We use Security Cookies for security purposes.
Use of Data
Goodsmith uses the collected data for various purposes:
To provide and maintain the Service
To notify you about changes to our Service
To allow you to participate in interactive features of our Service when you choose to do so
To provide customer care and support
To provide analysis or valuable information so that we can improve the Service
To monitor the usage of the Service
To detect, prevent and address technical issues
Transfer Of Data
Your information, including Personal Data, may be transferred to – and maintained on – computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.
If you are located outside United States and choose to provide information to us, please note that we transfer the data, including Personal Data, to United States and process it there.
Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.
Goodsmith will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.
Disclosure Of Data
Legal Requirements
Goodsmith may disclose your Personal Data in the good faith belief that such action is necessary to:
To comply with a legal obligation
To protect and defend the rights or property of Goodsmith
To prevent or investigate possible wrongdoing in connection with the Service
To protect the personal safety of users of the Service or the public
To protect against legal liability
As an European citizen, under GDPR, you have certain individual rights. You can learn more about these guides in the GDPR Guide.
Security of Data
The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.
Service Providers
We may employ third party companies and individuals to facilitate our Service (“Service Providers”), to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used.
These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.
Links to Other Sites
Our Service may contain links to other sites that are not operated by us. If you click a third party link, you will be directed to that third party’s site. We strongly advise you to review the Privacy Policy of every site you visit.
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
Children’s Privacy
Our Service does not address anyone under the age of 18 (“Children”).
We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your Child has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we take steps to remove that information from our servers.
Changes to This Privacy Policy
We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.
We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the “effective date” at the top of this Privacy Policy.
You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.
Contact Us
If you have any questions about this Privacy Policy, please contact us:
Last updated: October 08, 2019
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the mygoodsmith.com website (the “Service”) operated by Goodsmith (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service. The Terms and Conditions agreement for Goodsmith has been created with the help of TermsFeed.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by Goodsmith.
Goodsmith has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Goodsmith shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
Termination
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Governing Law
These Terms shall be governed and construed in accordance with the laws of Texas, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
Contact Us
If you have any questions about these Terms, please contact us.
Last updated: October 08, 2019
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the mygoodsmith.com website (the “Service”) operated by Goodsmith (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service. The Terms and Conditions agreement for Goodsmith has been created with the help of TermsFeed.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by Goodsmith.
Goodsmith has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Goodsmith shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
Termination
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Governing Law
These Terms shall be governed and construed in accordance with the laws of Texas, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
Contact Us
If you have any questions about these Terms, please contact us.