Agent Terms and Conditions
Last Modified: May 9, 2021
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU: (A) DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN; (B) ARE NOT AT LEAST 18 YEARS OF AGE; OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS, OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through [https://clientconcierge.com/] (the “Website“) by and between Stream Local, LLC (referred to herein as the “Company,” “us,” “we,” or “our” as the context may require) and the agent accessing or otherwise using the Website on its own behalf or on behalf of any client or potential client of the agent (“you”). If you access the Website on behalf of a client, an organization, or company, you represent that you have the legal authority to bind any such client, organization, or company to these Terms.
These Terms are subject to change by the Company without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on the Website, and you should review these Terms before purchasing any product or services that are available through the Website. All changes are effective immediately when posted and apply to all access to and use of the Website thereafter; provided, however, that any changes to the dispute resolution provisions set out in Section 11 will not apply to any disputes for which you did not have actual notice on or before the date the change is posted on the Website. Except as otherwise set forth herein, your continued use of the Website after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
- Orders. You may place an order to sign up for any plan offered through the Website (each, an “Order”), which shall continue on a month-to-month basis until cancelled or otherwise terminated as provided in these Terms (each, a “Plan”). We may choose not to accept any Order in our sole discretion. After having received your Order, we will send you a confirmation email with your order number and details of your Plan. Acceptance of your Order and the formation of the contract of sale between the Company and you will not take place unless and until you have received the confirmation email.
- Plans and Portal. Once we have accepted your Order, you will receive access to our proactive marketing services that we initiate on your behalf (the “Diamond Services,” as further described below), access to exclusive marketing resources and tools that we provide to assist you in marketing your services (the “Kit”), and access to your personalized website (the “Portal”). Your clients may request contact information for recommended service providers, community information, and special benefits through the Portal (each request, a “Concierge Service Request”), up to the limit available under your Plan (as set forth below). The Company, at its sole discretion, may refuse to acknowledge any Concierge Service Requests in excess of the applicable limit under your Plan, and for any month in which you exceed the limit of Concierge Service Requests, the Company may terminate your Plan effective at the completion of the last month for which the Company received your full Payment (as defined below). If you exceed the limit of Concierge Service Requests in any two (2) month period, the Company may require you to upgrade to a higher Plan.
- You may highlight an unlimited number of recommended service providers on your Portal (each, a “Vendor”). The Company makes no representation or warranty with respect to the quality of any Vendor appearing on the Website, and you agree to defend, indemnify, and hold harmless the Company and its managers, employees, agents, affiliates, members, successors, and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, expenses, the costs of enforcing any right to indemnification under these Terms, and the cost of pursuing any insurance providers, arising out or resulting from any claim involving any Vendor you add to the Portal, including any claim related to our own negligence.
- Plan Limits. The Company currently limits the Concierge Service Requests under each Plan as follows:
- Silver. Up to 25 Concierge Service Requests per month.
- Gold. Up to 50 Concierge Service Requests per month.
- Platinum. Up to 100 Concierge Service Requests per month.
You may cancel or change your Plan at any time. The request to change your Plan will take effect on the next Payment Date (as defined below). There are no refunds for unused periods, and we will not pro rate the Payment for any reason.
- Diamond Services. Diamond Services are available with every Plan, and include proactive marketing efforts initiated by the Company, such as texting, email, phone calls, direct mail, or other communication efforts sent on your behalf up to the maximum number of preferred contacts that you share with us based on your Plan, as follows:
- Silver Up to 100 past clients & A lIst contacts.
- Gold. Up to 250 past clients & A lIst contacts.
- Platinum. Up to 500 past clients & A lIst contacts.
Except for the purposes expressly set forth herein, we will never store, sell, or use the contact information or other data you share with us through the Diamond Services program. You can change or update the contacts you enroll in the Diamond Services program at any time. We will never contact any client without your permission and our contacts will at all times be limited to marketing efforts on your behalf.
- Portal, Diamond Services, and Kit Disclaimer. While the Company will engage with your clients and use commercially reasonable efforts to keep you informed as to client interaction and Concierge Service Requests made through the Portal, it is ultimately your responsibility to monitor Concierge Service Requests and engage with your clients through the Portal. The Diamond Services and the Kit are provided as a courtesy and participation in the Diamond Services program and making use of any tools or resources available to you through our Kit do not guarantee any likelihood of success. The Company makes no representation or warranty as to the efficacy or suitability of the use of the Portal, the Diamond Services, or the Kit for any given client in any given market.
- Prices and Payment Terms.
- The Company offers the Plans at the prices set forth on the Website, found at: https://clientconcierge.com/pricing/ (the “Pricing Page”). All prices posted on the Pricing Page are subject to change without notice, provided, however, that in the event we increase the Payment for any reason we will provide you with written notice at least sixty (60) days prior to the change taking place.
- Each Plan is offered on a month-to-month basis and is subject to the monthly fee set forth on the Pricing Page (the “Payment”). The first Payment will be due on the date you place the Order (the “Order Date”) and will automatically renew every thirty (30) days from the Order Date (each such date thereafter, a “Payment Date”) until cancelled or otherwise terminated as provided herein.
- The Company will automatically suspend the Plan if the Payment is not received by the Company within two (2) business days of the Payment Date until the Company receives the full Payment. However, the Company may, in its sole discretion, terminate the Plan if the full Payment is not received by the Company within five (5) business days of the Payment Date. In the event of such termination, you will need to place a new Order through the Website to reinstate your Plan, which may be subject to an increased Payment if the Payment reflected on the Pricing Page has increased.
- As further detailed on the Website, you may offset the amount of your Payment by having a Vendor contribute to the Payment, in which case the Company will bill the Vendor separately for the amount directed by you to collect from the Vendor; provided, however, that in the event the Vendor does not make any Payment on or before the Payment Date, you will be responsible for making up the difference, otherwise the Plan will be terminated as provided in Section 3(c), above.
- Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. If you pay by credit card, you represent and warrant that: (i) the credit card information you supply to us is true, correct, and complete; (ii) you are duly authorized to use such credit card for the purchase; (iii) charges incurred by you will be honored by your credit card company; and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
- Accounts and Privacy.
- If you choose or are provided with a username, password, or any other piece of information as part of our security procedures, you shall treat such information as confidential and shall not disclose it to any other person or entity. You further acknowledge that your account is personal to you, and you agree not to provide any other person with access to the Portal, or portions of it, using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. We reserve the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
- The Company utilizes reasonable and industry-standard security measures available for use today, including the use of encryption technology, to protect your confidential and personal information from unauthorized access. Notwithstanding the foregoing, you understand and acknowledge that any such security measures are not foolproof or infallible, and it remains possible that an unauthorized third party may be able to bypass such security measures to access your information. You shall not hold the Company liable for any such improper access by any third party.
- Although the Company intends to take all reasonable steps to prevent the introduction of viruses, malware, and other destructive materials and any unauthorized access to your information, we cannot and do not guarantee or warrant that the Website and/or the Portal does not contain such destructive features or that unauthorized access may occur. The Company shall not be liable for any damages or harm attributable to any of the foregoing. In addition, in no event shall the Company liable for or pay any sum, whether by ransom or otherwise, in connection with any malicious software or other cyberattack including ransomware, a denial-of-service attack, or any other cyber incident, including any malfunction, failure, or continued substandard performance caused by any of the same.
- Agent Conduct. You are solely responsible for any and all content, materials, and/or information that you upload to the Portal. You may not use the Website, the Portal, or any content, materials, or information that you get from the Website or the Portal to:
- interfere with any other user’s use of the Website or Portal;
- conduct any unlawful activity;
- post any inappropriate content;
- intentionally solicit or harm minors in any way;
- misrepresent User’s own identity or any affiliation that User may have;
- modify, adapt, sub-license, translate, sell, reverse engineer, decompile, or disassemble any portion of the Website;
- alter or remove any copyright, trademark, or proprietary right of the Company or its affiliates and partners;
- “frame,” “mirror,” or “deep link” any part of the Website without the Company’s prior written authorization; or
- Perform, or fail to perform, in such a way that, in the Company’s sole discretion, causes any type of harm or otherwise damages the reputation of the Company or any other user.
- Agent Contributions.
- You may highlight Vendor information and the Portal may contain other interactive features (collectively, “Interactive Services”) that allow you to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “Agent Contributions”) on or through the Portal. All Agent Contributions must comply with the content standards set out in this Section (the “Content Standards”). Any Agent Contribution will be considered non-confidential and non-proprietary. By providing any Agent Contribution on the Portal, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
- By accessing and/or using the Portal or the Website, you consent to our collection, storage, and use of any of your Agent Contributions. If you submit any ideas, suggestions, testimonials, voice recordings, video recordings, and/or written transcriptions to us, such submissions shall become our sole property and we reserve the right to use your submission without charge in any manner that we deem appropriate, and you shall have no further right or interest in or claim to any such submitted information or material. Furthermore, you understand and acknowledge that such materials may be viewed or interacted with by other user(s) including, without limitation, so that such other user(s) may transcribe or describe any such audio or video recordings for our further use.
- We reserve the right to remove or refuse to post any Agent Contribution for any or no reason in our sole discretion, and we may terminate or suspend your access to all or part of the Portal or the Website for any or no reason, including without limitation, any violation of these Terms or the Content Standards. We shall take any action with respect to any Agent Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such Agent Contribution violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company. We may disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. Further, we may take all appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Portal.
- We cannot and do not undertake to review any Agent Contribution before it is posted on the Website, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, the Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. Furthermore, we have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD THE COMPANY AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS HARMLESS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES WITH RESPECT TO ANY AGENT CONTRIBUTION.
These Content Standards apply to any and all Agent Contributions and use of the Interactive Services. Agent Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Agent Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by the Company or any other person or entity if this is not the case.
You represent and warrant that:
- You own or control all rights in and to the Agent Contributions and have the right to grant the license granted above to the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns.
- All of the Agent Contributions do and will comply with these Terms.
- You understand and acknowledge that you are responsible for any Agent Contributions that you submit or contribute to, and you, not the Company, have full responsibility for any such Agent Contribution(s), including its legality, reliability, accuracy, and appropriateness.
- We shall not be responsible or liable to any third party for the content or accuracy of any Agent Contributions posted on the Website.
If you believe that any Agent Contribution violates your copyright, please send a notice of copyright infringement to the Company’s DCMA Registered Agent: DMCA-1037976 The Company will terminate the accounts of repeat infringers.
- Disclaimer of Warranties; Limitation of Liability.
By using the Portal, the Kit, or the Website, or by participating in the Diamond Services program, you expressly agree that:
- The Portal, the Kit, the Website, and the Diamond Services are provided on an “as is” and “as available” basis. The Company disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
- The Company does not make any warranty that: (i) the Portal, the Kit, the Website, or the Diamond Services will meet your particular requirements; (ii) the Portal, the Kit, the Website, or the Diamond Services will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Portal, the Kit, the Website, or the Diamond Services will be accurate or reliable; or (iv) any errors in the Portal, the Kit, the Website, or the Diamond Services will be corrected.
- Your use of the Portal, the Kit, the Website, or the Diamond Services is at your sole risk and expense. Advice, statements, or opinions should not be relied upon when making important personal, medical, legal, or financial decisions. You should consult a professional to obtain specific advice appropriate to your circumstances. Further, you are solely responsible for any damage to you or to any third party caused, directly or indirectly, by any material that you download or obtain through the Portal, the Kit, the Website, or the Diamond Services or your other interactions with the Portal, the Kit, the Website, or the Diamond Services. The Company shall not be liable for any damages or harm attributable to viruses, malware, or other destructive materials.
- We must approve any additional warranties in writing. You agree to hold the Company and the Company’s officers, directors, employees, agents, designees, representatives, members, shareholders, assigns, and affiliates harmless for any direct, indirect, incidental, special, consequential, or exemplary damages (including, for example, damages for loss of profits, loss of goodwill, and loss of data), even if the Company been advised that such losses may occur, which result from:
- You use or inability to use or access the Portal, the Kit, the Website, or the Diamond Services;
- Your provision of inaccurate personal or other information or failure to update such information as appropriate, including, without limitation, provision of false or inaccurate information that we may need to comply with tax laws and regulations;
- unauthorized access to or alteration of your transmissions or data; or
- the acts of any third party related to the Portal, the Kit, the Website, or the Diamond Services. You hereby waive any claims with respect thereto, whether based on contractual, tort, or other grounds, even if the Company has been advised of the possibility of such damages.
THE COMPANY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, SECURITY, CORRECTNESS, COMPLETENESS, USEFULNESS, OR NON-INFRINGEMENT WITH RESPECT TO THE DIAMOND SERVICES, THE PORTAL, THE KIT, THE WEBSITE, OR ANY GOODS OR SERVICES THAT ARE PURCHASED OR ACCESSED USING THE PORTAL OR THE WEBSITE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS, INCLUDING LOSS OF DATA, RESULTING FROM YOUR USE OF THE DIAMOND SERVICES, THE PORTAL, THE KIT, OR THE WEBSITE. ALTHOUGH WE INTEND TO TAKE ALL REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES AND MALWARE, WE DO NOT WARRANT THAT THE PORTAL OR THE WEBSITE WILL BE FREE THEREOF. FURTHER, WE DO NOT WARRANT THAT ACCESS TO OR THE USE OF THE DIAMOND SERVICES, THE PORTAL, THE KIT, OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND THERE MAY BE DELAYS, OMISSIONS, OR INTERRUPTIONS OF THE SAME.
- Intellectual Property Use and Ownership. You acknowledge and agree that our logo, trademarks, and the name of the products and services produced, marketed, sold, or distributed by the Company, are trademarks and/or service marks of the Company. The Diamond Services, the Portal, the Kit, and the Website (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company and its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You do not and will not have or acquire any ownership of any intellectual property rights in or to the products or services made available through the Diamond Services, the Portal, the Kit, or the Website, or of any intellectual property rights relating to those products or services.
- Force Majeure. The Company will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic or pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Colorado. All software used on the Portal or the Website is subject to U.S. export controls.
- Dispute Resolution and Binding Arbitration. YOU AND THE COMPANY AGREE 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, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND THE COMPANY ARISING FROM OR RELATING IN ANY WAY TO THE DIAMOND SERVICES, THE PORTAL, THE KIT, OR THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION IN THE CITY AND COUNTY OF DENVER, COLORADO.
- Any arbitration brought in connection with these Terms will be administered by the American Arbitration Association (the “AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section. The arbitrator will 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 arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
- You further agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR THE COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. The substantially prevailing party in any action or arbitration arising from these Terms shall be entitled to recover its court costs, expenses, and reasonable attorneys’ fees. Notwithstanding anything herein to the contrary, nothing in this Section shall preclude either party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction, or other interim equitable relief, if necessary, to protect the interests of such party. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
- Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
- No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.
- No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
- To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide when registering your account on the Portal; or (ii) by posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
- To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier, or registered or certified mail to: Stream Local, LLC, 9457 South University Boulevard, Suite #638, Highlands Ranch, Colorado 80126. We may update the address for notices to us by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent.
- Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
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