Terms of Service

This Northwest Clear Terms of Service (“Terms” or this “Agreement”) is a binding agreement between you and That’s The All, LLC (“Company”, “we,” “our,” or “us”). These Terms govern your access to and use of: (i) the website owned or operated by the Company (the “Website”); and (ii) the Company’s online platform that coordinates connections between Customers and Vendors for compliance-related testing services (such as backflow assembly testing, fire suppression testing, elevator inspections, and other compliance areas) (the “Northwest Clear Platform” or the “Platform”). The Website, the Platform, and all related services and documentation are referred to collectively as the “Services.” The Services are licensed, not sold, to you.

The Northwest Clear Platform is intended for use by Customers and Vendors. “Customers” are users who access the Services to find, schedule, and engage Vendors to perform compliance-related testing services. “Vendors” are the independent, certified professionals who perform that work. “You” and “your” refer to you as a Customer, Vendor, or Website visitor, as applicable. Provisions of these Terms that refer to “you” apply to all users; provisions that refer specifically to “Customers” or “Vendors” apply only to that type of user.

BY USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

We reserve the right at any time, at our sole discretion, to change or otherwise modify these Terms, and your continued access or use of the Services signifies your acceptance of the updated or modified Terms.

USE OF THE SERVICES

As a condition of your use of the Services, you represent and warrant that all information supplied by you to the Company is true, accurate, current, and complete. We retain the right at our sole discretion to deny access to the Services, at any time and for any reason, including, but not limited to, for violation of these Terms.

LICENSE GRANT

Subject to the terms of this Agreement, Company grants you a limited, revocable, non-exclusive, and nontransferable license to access and use the Services strictly in accordance with this Agreement.

WHAT NORTHWEST CLEAR IS (AND IS NOT)

The Northwest Clear Platform is a technology platform that coordinates connections between Customers who need compliance-related testing services (such as backflow assembly testing, fire suppression testing, elevator inspections, and other compliance areas) and Vendors who perform that work.

The Company does not perform testing, inspections, maintenance, or repairs. We do not employ, supervise, direct, or control Vendors. We do not guarantee the quality, accuracy, completeness, or timeliness of any work performed by a Vendor. We do not guarantee that any test report will be accepted by any municipality, water purveyor, building authority, or other regulatory body.

The Company is not a licensed contractor, testing agency, inspection authority, or compliance enforcement body. We provide scheduling coordination, Vendor matching, and compliance document retention as a platform service.

INDEPENDENT CONTRACTOR RELATIONSHIP

Vendors who use the Platform are independent contractors. They are not employees, agents, joint venturers, or partners of the Company. Nothing in these Terms or on the Platform creates an employment, agency, partnership, or joint venture relationship between the Company and any Vendor.

Each Vendor is solely responsible for their own certifications, licenses, insurance, equipment, tax obligations, work quality, conduct on job sites, pricing, and compliance with all applicable federal, state, and local laws and regulations. The Company does not set Vendor pricing, control Vendor schedules, or dictate how work is performed.

The Company is not responsible or liable for the acts, omissions, work, services, conduct, or communications of any Vendor or Customer. The Company is not a party to, and has no responsibility or liability arising out of or relating to, the service arrangement between any Customer and any Vendor or any dispute between them.

CUSTOMER RESPONSIBILITIES

By booking a service through the Platform, Customers acknowledge that the Company is acting solely as an intermediary to connect them with an independent Vendor. The service agreement for any testing, inspection, or repair work is between the Customer and the Vendor — not between the Customer and the Company.

Customers are responsible for providing accurate property and contact information, ensuring safe access to the work site, understanding their own compliance obligations, and verifying that completed work meets the requirements of their local jurisdiction or water purveyor. The Company does not verify or guarantee compliance on behalf of any Customer.

Customers engage Vendors at their own risk. To the fullest extent permitted by applicable law, Customers assume all risk arising out of any services performed by a Vendor and release the Company Companies from any claim, demand, or liability of any kind arising out of or relating to any Vendor's services, acts, or omissions, or any dispute between a Customer and a Vendor.

VENDOR RESPONSIBILITIES

Vendors are solely responsible for, and assume all liability arising out of, the quality and accuracy of all testing, inspections, maintenance, and repairs they perform. Vendors must hold and maintain all certifications, licenses, and insurance required by applicable law for the work they undertake, and must maintain commercially reasonable general and professional liability insurance adequate to cover their services. Vendors shall provide the Company with proof of such certifications, licenses, and insurance promptly upon request. Vendors must comply with all applicable federal, state, and local laws, regulations, and industry standards.

Vendors agree to upload accurate and complete test reports to the Platform within the timeframes specified in the Vendor Participation Agreement. Vendors are responsible for submitting reports to the appropriate regulatory bodies as required by law — the Platform's document retention does not substitute for any required regulatory filing.

DOCUMENT RETENTION

The Company retains copies of test reports uploaded by Vendors for the purpose of facilitating the relationship between Customers and Vendors. This retention is provided as a convenience and does not constitute a guarantee of permanent storage, legal compliance, or acceptance by any authority. The Company has no obligation to retain any test report or other document, and may modify, suspend, or discontinue its retention practices, or delete any retained materials, at any time and without notice, including following termination of an account or of these Terms. Customers and Vendors are solely responsible for maintaining their own copies of all reports and documentation.

To the fullest extent permitted by applicable law, the Company is not responsible or liable for any loss, corruption, or unavailability of data due to technical failures, service interruptions, deletion, or any other cause.

PROHIBITED ACTIVITIES

The content and information on the Website and the Platform (including, but not limited to, messages, data, information, text, photos, graphics, video, maps, icons, software, code, or other material), as well as the infrastructure used to provide such content and information, is proprietary to us. The Services shall only be used for your own benefit. You shall not, (i) reverse engineer, disassemble or de-compile the Services, or attempt to do so, (ii) modify, adapt, translate, or create derivative works of the Services without our express written consent, (iii) interfere with or disrupt the integrity or performance of the Services, (iv) attempt to gain unauthorized access to the Services or related systems or networks, (v) create derivative works of the Services or any portion or component thereof, or content therein, (vi) access, monitor, or copy any content or information of the Services using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission; (vii) violate the restrictions in any robot exclusion headers on the Website or bypass or circumvent other measures employed to prevent or limit access to the Services; (viii) deep-link to any portion of the Services for any purpose without our express written permission; or (ix) "frame", "mirror" or otherwise incorporate any part of the Website into any other website without our prior written authorization.

You agree that you shall not post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:

i. Any message, data, information, text, music, sound, photos, graphics, code or any other material ("Content") that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, untruthful, fraudulent or otherwise objectionable;

ii. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

iii. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

iv. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Company;

v. Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations;

vi. Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

vii. Viruses, corrupted data or other harmful, disruptive or destructive files;

viii. Content that pertains to your current employer or any business that you have a direct or indirect relationship with;

ix. Content or links to content that, in the sole judgment of Company, (a) violates the previous subsections herein, (b) is objectionable, or (c) which may expose Company or its affiliates or its users to any harm or liability of any type.

In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, or to ensure the integrity and operation of the Company’s business and systems, we may access and disclose any information we consider necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted Content.

PLATFORM FEES

Customers are not charged by the Company for booking through the Platform. Customers pay the Vendor directly for services rendered, at the Vendor’s own pricing.

Vendors are charged a flat platform fee of $6.00 for each completed site visit. A site visit is deemed “completed” when the Vendor attends the Customer’s designated location and performs the booked service, whether or not a test report is subsequently prepared or uploaded through the Platform. Fees are tallied each calendar month and invoiced after the month ends, due within 30 days. Fee amounts are subject to change with 30 days’ written notice to active Vendors.

All fees are non-refundable except as required by applicable law. Vendors are responsible for all taxes associated with their services and fees, other than taxes based on the Company’s net income, and authorize the Company to charge or collect fees through the payment method on file when due. The Company may suspend or terminate a Vendor’s access to the Platform for non-payment.

LIABILITY DISCLAIMER

THE INFORMATION PUBLISHED ON OR THROUGH THE SERVICES MAY INCLUDE INACCURACIES OR ERRORS. COMPANY, ITS SUBSIDIARIES AND CORPORATE AFFILIATES (COLLECTIVELY, THE "COMPANY COMPANIES") DO NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION DISPLAYED ON OR THROUGH THE SERVICES. THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”. COMPANY DISCLAIMS ALL WARRANTIES AND INDEMNITIES WITH RESPECT TO THE SERVICES EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT ANY USE AND/OR RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DOES NOT WARRANT THAT: (I) OPERATION OF ANY OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE, (II) WE WILL CORRECT ANY ERRORS, OR (III) THE SERVICES WILL MEET YOUR REQUIREMENTS. TO THE EXTENT THAT DATA IS BEING TRANSMITTED OVER THE INTERNET, YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER THE FUNCTIONING OF THE INTERNET AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OF THE INTERNET. THE COMPANY COMPANIES ARE NOT LIABLE FOR THE ACTS, OMISSIONS, CONDUCT, OR PERFORMANCE OF ANY VENDOR OR CUSTOMER, FOR THE QUALITY, ACCURACY, TIMELINESS, OR REGULATORY ACCEPTANCE OF ANY WORK OR TEST REPORT, OR FOR ANY DISPUTE BETWEEN USERS OF THE SERVICES.

THE TOTAL LIABILITY, IF ANY, OF THE COMPANY COMPANIES UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF NEGLIGENCE, BREACH OF CONTRACT, TORT, BREACH OF WARRANTY CLAIMS BY THIRD PARTIES OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT IN ANY EVENT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS. THE COMPANY SHALL IN NO EVENT WHATSOEVER BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SIMILAR DAMAGES, INCLUDING DAMAGES FOR LOST DATA OR ECONOMIC LOSS, EVEN IF THE COMPANY COMPANIES HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSS. THE FOREGOING LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of Company Companies.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company and its subsidiaries, affiliates, licensors, and service providers, and each of their respective officers, directors, employees, contractors, and agents, from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of:

(i) your breach of this Agreement;
(ii) your violation of any law or the rights of a third party;
(iii) if you are a Vendor, the testing, inspections, maintenance, repairs, or other services you perform and any injury, damage, or claim arising out of or relating to those services; or
(iv) if you are a Customer, your engagement of, or any dispute with, any Vendor.

The Company may assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with the Company's defense of such claim. You shall not settle any such claim without the Company's prior written consent. This indemnification obligation survives termination of these Terms.

GOVERNING LAW AND JURISDICTION

All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States located in the State of Washington or the courts of the State of Washington, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

ACCOUNTS AND ACCESS

Vendor accounts are subject to approval and may be suspended or terminated at our sole discretion for violation of these Terms, the Vendor Participation Agreement, failure to maintain required certifications or insurance, or for any other reason. We reserve the right to refuse service to anyone.

You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account.

INTELLECTUAL PROPERTY

All content, design, software, trademarks, and other intellectual property on the Platform are owned by or licensed to Company. You may not reproduce, distribute, modify, or create derivative works from any Platform content without our prior written consent.

LIMITATION ON TIME TO FILE CLAIMS

To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Services within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

GENERAL

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions in the Agreement shall continue in effect.

This Agreement (and any other terms and conditions referenced herein, including the Privacy Notice), constitutes the entire agreement between you and Company with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to the Services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You may not assign or transfer any rights or obligations under this Agreement without our prior written consent. We may, without restriction, assign any of our rights and obligations under this Agreement, at our sole discretion. Headings are used in these Terms for reference only and will not be considered when interpreting them.

The Services are operated by the Company. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: info@northwest-clear.com. Any ideas, suggestions, and feedback about us or the Services that you provide to us are entirely voluntary, and you agree that we may use such ideas, suggestions, and feedback without compensation or obligation to you.