Program Terms & Conditions

TradeLife, LLC d/b/a PHCEid International (“PHCEid”) has developed certain Certification Programs to certify that professional contractors have obtained the professional licenses or certifications required by the applicable state or local governing body where the contractor provides plumbing, electrical or HVAC services (“Services”).

Contractor has applied to participate in the Certification Programs identified in Contractor’s online application for certain Services and within certain states or other territories (“Territories”) identified in Contractor’s online application.

By completing the PHCEid Certification Program online application and clicking “I Agree” Contractor accepts and agrees to all of the terms and conditions of this PHCEid Certification Program Agreement (“Agreement”) for the Services in the Territories that are approved by PHCEid as communicated in PHCEid’s email responding to Contractor’s application. If Contractor is a company or other legal entity, the person accepting this Agreement represents that he or she is lawfully able to enter into this Agreement on the Contractor’s behalf.

PHCEid may accept or reject Contractor’s application in whole or in part. Any Services and/or Territories requested in Contractor’s application that are not expressly accepted by PHCEid are rejected by PHCEid and Contractor is not authorized to use the associated Certification Marks with respect to the rejected Certification Programs and/or Territories.

1. Certification Mark License.

   1. Subject to all of the terms and conditions of this Agreement, PHCEid grants to Contractor a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Certification Mark associated with each approved Service in each approved Territory at the Program level purchased by Contractor (currently Essential, Pro, Premium and Prime). Contractor must strictly comply with the PHCEid Certification Mark Use Guidelines posted on PHCEid’s website (currently www.phceid.org), which are incorporated into and made a part of this Agreement. Contractor may change its Program level at any time upon written notice to PHCEid subject to payment of all applicable Program fees.
   2. The foregoing license includes the right to use the Certification Mark on clothing, vehicles, work orders and other materials worn and used by Contractor’s employees and independent contractors who meet the applicable PHCEid Certification Program Criteria solely in connection with their performance of services on behalf of Contractor. Contractor is entirely responsible for all use of the Certification Marks by Contractor’s employees and independent contractors.
   3. Contractor may use the applicable Certification Marks together with Contractor’s trade name on Contractor’s public website and email signature lines, on stationery, in printed promotional materials, on promotional yard signs, and on Contractor’s quotes, work orders and other service forms. Contractor is authorized to engage third parties to design and print such materials. Contractor is entirely responsible for all acts and omissions of such third parties. Contractor may purchase items bearing the applicable Certification Marks that PHCEid offers for sale from time to time such as, by way of example only, fabric patches for uniforms, clothing, vehicle decals, seals, and wall displays. Contractor is not authorized to engage any third party to make these or any other items bearing the Certification Marks and all such products must be purchased from PHCEid.
   4. Contractor must ensure that all use of any Certification Mark on Contractor’s public website, in printed promotional materials, and on Contractor’s quotes, work orders and other service forms is accompanied by the legal attribution notice set out in the PHCEid Certification Mark Use Guidelines. Contractor must not remove or deface any trademark or copyright or other legal attribution notice from any clothing, vehicle decals or any other items purchased from PHCEid.
   5. Contractor must not modify any Certification Mark in any manner except to proportionally resize the Certification Mark for use on printed Contractor’s public website, in printed promotional materials, and on Contractor’s quotes, work orders and other service forms and consistent with the PHCEid Certification Mark Use Guidelines.
   6. Contractor must use the Certification Marks only in a positive manner and not in any way that diminishes or damages the goodwill of the Certification Marks or disparages the Certification Marks, the PHCEid Certification Program, or PHCEid. Without limiting the foregoing, Contractor must not use any Certification Mark in a manner that could be deemed obscene, violent, unlawful or in poor taste.
   7. Contractor must provide a copy of printed promotional materials bearing any Certification Mark to PHCEid within five (5) business days after PHCEid’s request. PHCEid may notify Contractor if Contractor’s use of any Certification Mark is not in strict compliance with this Agreement and the PHCEid Certification Mark Use Guidelines. Contractor must immediately cease any and all such use and verify to PHCEid in writing signed by an officer or equivalent representative of Contractor within five (5) business days that it has ceased such use.
   8. No other rights or licenses are granted to Contractor and Contractor must not permit any third party to use any Certification Mark except as expressly provided in this Agreement. Contractor must not make any claims or otherwise lead any third party to believe that PHCEid endorses Contractor’s services.

2. Protection of Certification Marks

   1. Contractor acknowledges PHCEid’s exclusive ownership of the Certification Marks. Contractor must not challenge such ownership or the validity of this Agreement or do anything inconsistent with PHCEid’s ownership of the Certification Marks. Nothing in this Agreement gives Contractor any right, title or interest in the Certification Marks other than the limited license granted above.
   2. Contractor must reasonably cooperate with PHCEid in obtaining and maintaining trademark registrations or other intellectual property protections in the Certification Marks. Contractor must provide samples of Contractor’s use of the Certification Marks on printed promotional materials and provide any information requested by PHCEid promptly upon PHCEid’s request and without charge. Otherwise, the cost of registration will be borne by PHCEid.
   3. Contractor must immediately notify PHCEid if Contractor becomes aware of any infringement or misuse of any Certification Mark. The right to enforce PHCEid’s rights in the Certification Marks rests entirely with PHCEid and PHCEid will determine in its sole discretion what enforcement actions, if any, to take. Contractor must assist PHCEid at PHCEid’s request and expense with respect to any enforcement or defense by PHCEid of its rights.

3. Representations and Warranties

   1. PHCEid represents and warrants that to the best of its knowledge it is the owner of the Certification Marks in connection with the Programs.
   2. With respect to each approved Service in each approved Territory, Contractor represents and warrants that Contractor meets all PHCEid Certification Program Criteria specified by PHCEid as posted on PHCEid’s website (currently www.phceid.org) or otherwise communicated to Contractor. Contractor must provide documentation reasonably acceptable to PHCEid within five (5) business days after each and every request by PHCEid confirming Contractor’s continued compliance with the PHCEid Certification Program Criteria.
   3. Contractor represents and warrants that its services are and will be provided in compliance with all applicable laws and regulations and consistent with good industry standards.

4. Indemnification.

   1. PHCEid shall defend Contractor at PHCEid’s expense and pay any final judgments and any settlements approved by PHCEid with respect to any third party claim or demand against Contractor that any Certification Mark, as used by Contractor in strict compliance with this Agreement including the PHCEid Certification Mark Use Guidelines, infringes the rights of such third party.
   2. Contractor shall defend PHCEid at Contractor’s expense and pay any final judgments and any settlements approved by Contractor with respect to any third party claim or demand directly or indirectly arising from: (i) the Contractor’s business operations or performance of services (including claims by Contractor’s customers for injury or damage resulting from Contractor’s services); or (ii) any breach of Contractor’s obligations, representations or warranties under this Agreement.
   3. The obligation to indemnify a party extends to the party’s officers, directors, members, managers, employees, agents and representatives. A party entitled to indemnification (“Indemnified Party”) must promptly notify the other party (“Indemnifying Party”) in writing of any claim and provide reasonable assistance to the Indemnifying Party with respect to handling the claim. Failure to provide timely written notice or reasonable assistance will relieve the Indemnifying Party of its indemnification obligations to the extent that the Indemnifying Party has been materially prejudiced thereby. The Indemnifying Party will have the sole right to defend and settle any claim (except that the Indemnifying Party may not agree to any settlement that does not unconditionally release the Indemnified Party without the Indemnified Party’s prior written consent). The Indemnified Party will be entitled to participate in the defense of a claim and to employ legal representation at its own expense to assist in the handling of a claim. The Indemnifying Party will have the right to reimbursement of its legal fees and expenses from any monetary award relating to any counter-claim or cross-claim asserted by the Indemnified Party as part of the defense of the claim up to the full amount of the monetary award.

5. Term.

   The initial of this Agreement is one year from date that Contractor applied for the PHCEid Certification Program, accepted this Agreement and paid all Program fees. This Agreement will automatically renew for subsequent one (1) year terms unless either party gives at least sixty (60) days prior written notice of non-renewal.

6. Program Termination. The license granted in this Agreement will terminate as to each Service entirely or in one or more Territories:

   1. immediately upon Contractor’s election to withdraw entirely or in one or more Territories;
   2. immediately upon PHCEid’s written notice of removal of Contractor entirely or in one or more Territories for material breach of this Agreement; or
   3. immediately upon PHCEid’s written notice that PHCEid has determined, in its sole discretion, to cancel the PHCEid Certification Program entirely or in one or more Territories, in which event PHCEid will refund the applicable annual Program fee pre-paid by Contractor on a pro rata basis.

7. Termination of Agreement. This Agreement will terminate in its entirety:

   1. immediately upon Contractor’s election to terminate the Agreement or withdraw from all approved Services with respect to all approved Territories;
   2. immediately upon PHCEid’s written notice of removal of Contractor from all approved Services with respect to all approved Territories for material breach of this Agreement;
   3. immediately upon PHCEid’s written notice that PHCEid has determined, in its sole discretion, to entirely cancel all PHCEid Certification Programs with respect to all approved Services and in all approved Territories, in which event PHCEid will refund the annual Program fees pre-paid by Contractor on a pro rata basis; or
   4. immediately and without notice if Contractor files a petition in bankruptcy, files an assignment for the benefit of creditors, appoints a receiver or acquiesces in the appointment of a receiver, ceases to do business as a going concern, or otherwise ceases performing the Program services for period of ninety (90) days.

8. Effect of Termination.

   Upon termination with respect to an approved Service entirely or in an approved Territory, Contractor must immediately cease using the associated Certification Mark entirely or within the affected Territories, as applicable. Upon termination of this Agreement in its entirety, Contractor must immediately cease all use of any and all Certification Marks. As applicable under the circumstances, Contractor must promptly: (i) destroy all physical materials bearing each affected Certification Mark or, only where feasible, remove or cover over the Certification Mark so that it is no longer visible; (ii) ensure that each affected Certification Mark is removed from Contractor’s public website or, only if and as applicable, the website is modified to accurately reflect the remaining identified Territories; and (iii) verify to PHCEid in writing signed by an officer or equivalent representative of Contractor within five (5) business days that the foregoing actions have been taken. All terms of this Agreement which, by their nature, are intended to survive termination of this Agreement will survive termination including all payment obligations, use restrictions, ownership terms, confidentiality obligations, indemnification obligations, disclaimers, and exclusions and limitations of liability.

9. Program Fees.

   Contractor must pay the applicable annual Program fees to PHCEid as posted on PHCEid’s website (currently www.phceid.org) or otherwise communicated to Contractor. PHCEid may change the Program fees from time-to-time in its sole discretion on a prospective basis. Annual Program fees are non-refundable except as expressly provided in this Agreement and no credit will be given in the event Contractor elects to change its Program level election. All past due amounts will bear interest at the rate of 1.5% per month or such lower rate as is required by law. Contractor must pay any late payment charge upon remitting the principal amount to PHCEid and must pay all collection costs incurred by PHCEid. Returned checks are subject to non-sufficient fund fees. All amounts due are exclusive of taxes other than taxes on PHCEid’s net income.

10. Disclaimer.

    EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CERTIFICATION MARKS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING ANY WARRANTY OF NON-INFRINGEMENT). TO THE EXTENT THAT A WARRANTY CANNOT BE DISCLAIMED AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

11. Limitation of Liability.

    IN NO EVENT WILL PHCEID BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER (INCLUDING LOSS OF PROFITS OR GOODWILL) REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE BY CONTRACTOR OF ANY CERTIFICATION MARK, EVEN IF PHCEID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. PHCEID’S TOTAL AND AGGREGATE LIABILITY FOR ANY LOSS, COST, CLAIM OR DAMAGES IN CONNECTION WITH THE PEFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY CONTRACTOR TO PHCEID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. CONTRACTOR ACKNOWLEDGES AND AGREES THAT THE FEES CHARGED BY PHCEID IS A CONSIDERATION IN LIMITING PHCEID’S LIABILITY. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW, IN WHICH EVENT THE LIMITATION WILL BE THE MINIMUM AMOUNT REQUIRED BY LAW.

12. Insurance.

    Contractor must obtain and maintain commercial general liability insurance in an amount that is commercially reasonable based on Contractor’s business operations.

13. Publicity.

    Contractor grants PHCEid the limited right to list Contractor as certified under the elected Programs for the approved Services and in the approved Territories and use Contractor’s logo on PHCEid’s website, on publicly available lists, in media releases and in marketing communications. Upon termination of this Agreement for any reason, PHCEid will cease using Contractor’s name and logo; provided that PHCEid will have no obligation to remove Contractor’s name or logo from pre-existing printed materials and may continue to distribute such materials.

14. Confidential Information.

    “Confidential Information” means proprietary information of PHCEid and includes third party proprietary information disclosed to PHCEid. Contractor must safeguard the confidentiality of the Confidential Information, including at a minimum, the precautions taken by Contractor to protect its own Confidential Information but in any event no less than reasonable precautions. Contractor must not disclose any Confidential Information to any third party without PHCEid’s prior written consent.

15. Notice.

    PHCEid may provide Contractor with written notice via postings on the PHCEid website, via email, via mail at the physical address in Contractor’s application, or any other means of communication through contact information provided by Contractor. Contractor will provide all notices by mail addressed to:

    TradeLife, LLC d/b/a PHCEid International
    886 N. State Rd. 135 Suite A
    Greenwood IN 46142
    Attention: Legal Notice

    Notices to PHCEid will not be effective until receipt. Any notices by Contractor that do not comply with the above requirements will have no force or effect. A party may change its address for notice by providing notice to the other party as provided in this Section.

16. Severability; Waiver; Assignment.

    If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision will be considered stricken from this Agreement and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. PHCEid’s failure to act with respect to a breach by Contractor of this Agreement does not constitute a waiver of PHCEid’s rights with respect to subsequent or similar breaches. Contractor may not assign or otherwise transfer any of its rights or obligations under this Agreement without PHCEid’s prior written consent. PHCEid will not unreasonably withhold such consent in the case of an assignment by Contractor in connection with a change of control consisting of the direct or indirect acquisition of either (a) the majority of the voting stock of Contractor or (b) all, or substantially all, of the assets, of Contractor. Any attempted assignment in breach of this Section is void.

17. Relationship of Parties; Third Party Beneficiaries.

    The parties are independent contractors. Neither party may supervise the work of the other party’s employees, nor does any employer-employee relationship exist between a party and the other party’s employees or agents. There are no third party beneficiaries to this Agreement.

18. Remedies; Equitable Relief.

    All remedies available to PHCEid will be cumulative and the specification of a remedy will not preclude PHCEid from pursuing other remedies available at law or in equity. Contractor acknowledges that Contractor’s breach of this Agreement may cause PHCEid irreparable harm that cannot be readily remedied by monetary damages and may constitute unfair competition and an infringement of PHCEid’s trademark rights. In such event, PHCEid will be entitled to an immediate injunction, in addition to all other available remedies, without posting of a bond.

19. Governing Law.

    The validity, construction and performance of this Agreement will be governed by US federal law and the laws of State of Indiana without regard to conflicts of laws principles. Any non-contractual cause of action that either party may assert, including for trademark infringement and unfair competition, will also be governed by US federal law and the laws of the State of Indiana without regard to conflicts of laws principles. Any dispute arising out of this Agreement must be filed and maintained in the state or federal courts located in Marion County, Indiana and must be brought within one (1) year after the cause of action has accrued. Contractor submits to the exclusive personal jurisdiction of such courts and agrees that such courts are a convenient forum for adjudication. Notwithstanding the foregoing, nothing in this Agreement will prevent PHCEid from seeking immediate injunctive relief against Contractor in the courts having jurisdiction over Contractor. The prevailing party in any suit will be entitled to recover its costs and reasonable attorneys’ fees for that part of the litigation for which it prevailed.

20. Headings; Interpretation.

    The headings of this Agreement are inserted only for convenience and will not be construed as a part of this Agreement. When used in this Agreement, the terms “include,” “includes,” and “including” are not limiting. References to the singular include the plural and vice versa.

21. Entire Agreement.

    This Agreement constitutes the entire agreement between PHCEid and Contractor concerning the subject matter of this Agreement and supersedes any prior or current understandings, whether written or oral. This Agreement cannot be amended by Contractor except in writing executed by both parties. PHCEid may revise this Agreement, the PHCEid Certification Program Criteria and PHCEid Certification Mark Use Guidelines at any time in PHCEid’s sole discretion. PHCEid will endeavor to give reasonable email notice to Contractor of changes, but Contractor remains responsible for reviewing the website on a regular basis and maintaining compliance with current PHCEid Certification Program Agreement, PHCEid Certification Program Criteria and PHCEid Certification Mark Use Guidelines. This Agreement is binding upon the parties and their successors and permitted assigns.

By clicking below, you agree to the TradeLife Certification Program Agreement. If you are applying on behalf of a business entity (e.g., corporation or LLC) then you also represent that you have the authority to bind the applicant to the TradeLife Certification Program Agreement.