Terms and Conditions

PRO XTRA PROGRAM

Home Depot of Canada Inc.

Pro Xtra Program

Terms and Conditions - Last update July 31, 2023 (Effective Date)

The Home Depot Pro Xtra Program (the "Program" or ‘Pro Xtra”) is a commercial customer rewards program offered by Home Depot of Canada Inc. ("The Home Depot"). As a member of the Program, you may qualify to receive certain benefits described below.

By registering for the Program, and by your continued participation in it, you agree to these Terms and Conditions, including any amendments which may be made by The Home Depot from time to time in its sole discretion. Please review these Terms and Conditions carefully, and return to the Program Website regularly to check for amendments. The Home Depot is committed to serving your commercial needs and appreciates your business.

1. Eligibility, Registration and Membership

Eligibility: To be a Member of the Program, the commercial customer must be a business operating under a business name registered in, and conducting business in, Canada (including without limitation corporations, partnerships, and sole proprietors) and the business owner or authorized signing officer of the business must be a legal resident of Canada. The Home Depot will validate information provided to confirm Member is a commercial customer in compliance with the eligibility requirements set out herein.

Individuals or entities transacting for personal or household purposes, government entities, and The Home Depot Premier Program members do not qualify for the Program.  The Program is only open to legal entities making purchases from The Home Depot for use in that entity’s own commercial business. The Program is not open to resellers or retailers of goods offered by The Home Depot, or to any direct or indirect competitors of The Home Depot (including for certainty entities that begin acting as a resellers, retailers or other competitor after joining the Program), all as determined by The Home Depot in its sole and absolute discretion, which determination may be made after Member joins the Program.   The Program is not open to natural persons, including individuals acting for personal, family, or household purposes, (including for certainty, ‘do it yourself’ construction projects), and anyone who is classified as a consumer under applicable consumer protection law.

The Home Depot reserves the right to request proof of eligibility and compliance with these Terms and Conditions from any Member at any time and from time to time. Should a member refuse to provide such proof, or be unable to provide it, or should The Home Depot determine to its satisfaction that the Member is not eligible for the Program, or has otherwise violated these Terms and Conditions, The Home Depot may disqualify such Member in its sole and absolute discretion, in which case Section 8 will apply.

Registration: Eligible members may register for the Program at HomeDepot.ca/ProXtra (the “Program Website” or “Website”). A valid business email address is required in order to access your Pro Xtra Online Account on the Program Website, to which we may send Program administration communications as we deem needed. If you cannot provide a valid email address, The Home Depot will not register you in the Program. Once your registration has been received by The Home Depot, you will receive a “Welcome” email to confirm your status as a Member in the Program (“Membership Date”).

Upon successful registration in the Program, Members will have a Pro Xtra online account (“Pro Xtra Online Account”) and receive a “Pro Xtra ID”, which is simply the business telephone number and/or business mobile number. If Member pays using its Home Depot commercial card (if actively linked to Member’s Pro Xtra Online Account as further described below), the card will function as Member’s Pro Xtra ID.

Membership: There is no Membership fee to participate in the Program. In order to provide you with the best Member experience, your Pro Xtra Online Account will be linked to a homedepot.ca My Account, so that you can take care of business seamlessly online. The valid email address provided during Program registration will be your administrative account sign in for both Pro Xtra and for homedepot.ca.

Providing false information or omitting any information required, or non-compliance with any of these Terms and Conditions is grounds for denial or termination of Membership in the Program, and/or cancellation of any benefits, including Rewards, hereunder, the whole as determined by The Home Depot in its sole and absolute discretion. See Section 8 for further details.

Membership in Pro Xtra will automatically terminate if Home Depot determines that Member is in ineligible under the Terms and Conditions and any benefits earned up to that date may be cancelled.

Membership in Pro Xtra will also automatically terminate if a Pro Xtra Member elects to become a Premier Program member and any Pro Xtra Rewards (as per Section 3 of these Terms and Conditions) earned up to the Premier Program membership date may continue to be redeemed in accordance with these Program Terms and Conditions and the Premier Program Terms and Conditions. Subject to applicable law, The Home Depot may elect to automatically redeem any remaining Pro Xtra Reward Points as The Home Depot Gift Cards and email or mail the gift cards to the Premier Member Company, in The Home Depot’s discretion.

You can verify the accuracy of your account information by logging into your Pro Xtra Online Account on the Program Website. Accurate email and mailing address information is required in order to receive Gift Card redemptions.

Membership with The Home Depot Commercial Card: Members that desire to earn an extra one percent (1%) back in Quarterly Rewards on Qualifying Purchases and Qualifying Paint Purchases (described below) must also be a Cardholder (defined below) of an active Canadian The Home Depot Commercial Revolving (CRC) or Commercial Account (PROX) credit card (each, a "Home Depot commercial card") account in Good Standing (defined below). Member Cardholders must link their Home Depot commercial card to their Pro Xtra Online Account in order to earn exclusive benefits offered only on Home Depot commercial card purchases. Members may link their Home Depot commercial card to their Pro Xtra Online Account at the time of Program registration. Members may also link a Home Depot commercial card to their Pro Xtra Online Account after registration, however, Member will not begin to earn exclusive benefits associated with Home Depot commercial card purchases until the card is successfully linked to Member’s Pro Xtra Online Account.

Under these Terms and Conditions, a "Cardholder" is the registered business that has been issued a Home Depot commercial card account in its name. "Good Standing" means, in respect to a Member's Home Depot commercial card account, the status of not having one’s Home Depot commercial card account terminated or rights and privileges in respect of the Home Depot commercial card or account withdrawn according to Citi Cards Canada Inc.'s standard credit risk policies in effect from time to time.

If you are not already a Cardholder, to begin to earn exclusive benefits associated with Home Depot commercial card, you must first successfully apply for a Home Depot commercial card. Visit the Pro Desk at your local The Home Depot store or click here to apply. Providing false information or omitting any information required to complete a Home Depot commercial card application is grounds for denial or termination of Membership in the Program, and/or cancellation of any benefits, as determined by The Home Depot in its sole and absolute discretion.

Under these Terms and Conditions, an "Authorized Buyer" is an individual or entity other than the Cardholder authorized to charge transactions to the Cardholder's Home Depot commercial card Account.

Qualifying Purchases and Qualifying Paint Purchases (each defined below) made by Authorized Buyers will contribute to the Quarterly Rewards (defined below) of Cardholders, but Authorized Buyers will not personally collect, view or redeem Quarterly Rewards for such Qualifying Purchases and Qualifying Paint Purchases. All Authorized Buyers under a Cardholder's commercial card account will be automatically associated with that Cardholder's account as of the Cardholder's Membership Date (defined above) for the purposes of the Cardholder earning Quarterly Rewards under the Program. Additionally, any new Authorized Buyers added to a Cardholder's Home Depot commercial card account after the Cardholder's Membership Date will also automatically be associated with that Cardholder's account for the purposes of the Cardholder earning Quarterly Rewards under the Program.

Association Members and Subtrade Members: If a Member registers for Pro Xtra pursuant to an invitation from Member’s association (the “Association”), the Member will become associated with the Association’s Pro Xtra Online Account (each an “Association Member”) so that the Association may be eligible for incentives from The Home Depot based on Association Member enrollment in the Program and Association Member’s Qualifying Purchases and Qualifying Paint Purchases.  In order to track Association Member registration and qualifying spend, the Association will have visibility to certain information associated with the Association Member’s Pro Xtra Online Account, including the Association Member’s Contact, business name, business address, business email address, business telephone number, and Member’s total qualifying spend. If the Association invites an entity which is already registered for Pro Xtra, the Member may elect to provide its Pro Xtra ID to the Association, which will provide same to The Home Depot, so that the Member will become an Association Member which will be associated with the Association’s Pro Xtra Online Account and the Association will have visibility to certain Association Member information as described above.  The Association Member will be listed as a participating Association member on the Association’s Pro Xtra Online Account until such time as the Association removes the Association Member from their Account. At that time, the Association will cease to have any visibility to the Association Member’s information as described above. The Association Member must advise the Association directly should they no longer wish to be associated with the Association’s account.  By registering for the Program as an Association Member (or providing its Pro Xtra ID to the Association as described above), the Association Member consents to the aforementioned association with its Association and disclosure of information to the Association (as described above).

If an Association Member invites one or more of its subtrades to  register for Pro Xtra and the subtrade registers for the Program (each a “Subtrade Member”), the Subtrade Member will become associated with the Pro Xtra Online Accounts of both the Association Member  and the Association so that the Association Member and the Association may be eligible for incentives from The Home Depot based on Subtrade Member enrollment in the Program and Subtrade Member’s Qualifying Purchases and Qualifying Paint Purchases.  In order to track Subtrade Member registration and qualifying spend, the Association Member and Association will have visibility to certain information associated with the Subtrade Member’s Pro Xtra Online Account, including Subtrade Member’s Contact, business name, business address, business email address, business telephone number, and Subtrade Member’s total qualifying spend. If the Association Member invites a subtrade which is already registered for Pro Xtra, the Member may elect to provide its Pro Xtra ID to the Association Member, which will provide same to The Home Depot, so that the Member will become a Subtrade Member which will be associated with the Association Member’s and Association’s Pro Xtra Online Account and the Association Member and Association will have visibility to certain Subtrade Member information as described above.  By registering for the Program as a Subtrade Member (or providing its Pro Xtra ID to the Association Member as described above), Subtrade Member consents to the aforementioned association with the Association Member’s and Association’s Pro Xtra Online Accounts and disclosure of information to the Association and Association Member (as described above). The Subtrade Member must advise the Association Member directly should they no longer wish to be associated with the Association Member and Association’s accounts, after which time the Association Member and Association will cease to have any visibility to the Subtrade Member’s information as described above.

2. Pro Xtra Qualifying Purchases and Qualifying Paint Purchases

Under these Terms and Conditions, "Qualifying Purchases" are commercial purchases made by a Member (or Authorized Buyer as applicable) at The Home Depot retail stores in Canada or on homedepot.ca (when logged in to Member’s Pro Xtra Online Account), excluding taxes, prior purchases, cash advances, interest fees, delivery and haul-away charges, warranties, protection agreements, billing, fees and payments, purchases of gift cards, purchases made with The Home Depot store credit(s) (including store credits from affiliates of The Home Depot such as The Home Depot US and The Home Depot Mexico), purchases made with The Home Depot gift card(s) from the US and Mexico, or purchases made at affiliates of The Home Depot, including HD Supply Canada. Qualifying Purchases do not include Qualifying Paint Purchases (defined below). For clarification purposes, Qualifying Purchases include select in-Stock and special order paints, stains or primers from BEHR^®, KILZ^®, CIL^®, ZINSSER^® and GLIDDEN^® totalling under $2,000.00 based on a rolling 12 month spend.

Under these Terms and Conditions, “Qualifying Paint Purchases” are purchases of select in-Stock and special order paints, stains or primers from BEHR^®, KILZ^®, CIL^®, ZINSSER^® and GLIDDEN^® totalling $2,000.00 or more based on a rolling 12 month spend, made by a Member (or Authorized Buyer as applicable) at The Home Depot retail stores in Canada and on homedepot.ca (when logged in to Member’s Pro Xtra Online Account), excluding taxes, prior purchases, cash advances, interest fees, delivery and haul-away charges, warranties, protection agreements, billing, fees and payments, purchases made with The Home Depot store credit(s) (including store credits from affiliates of The Home Depot such as The Home Depot US and The Home Depot Mexico), purchases made with The Home Depot gift card(s) from the US and Mexico, purchases of gift cards, purchases made at affiliates of The Home Depot, including HD Supply Canada. Qualifying Paint Purchases are subject to change from time to time.

Add-Receipt Function:  If Member forgets to use its the business telephone number and/or business mobile number and/or Pro Xtra ID when making a Qualifying Purchase and/or Qualifying Paint Purchase in-store, simply use the “Add Receipt” function on Member’s Pro Xtra Online Account within twelve (12) months of the particular Qualifying Purchase and/or Qualifying Paint Purchase.  The eligible receipt will only count towards Member’s Quarterly Spend if it is added within the same quarter within which the purchase was made and before that quarter’s Quarterly Reward issuance.  If the eligible receipt is added after a particular Quarterly Reward issuance and before twelve (12) months of the Qualifying Purchase and/or Qualifying Paint Purchase, it will only count towards the Member’s Tier Level calculation. If the eligible receipt is added after twelve (12) months of the Qualifying Purchase and/or Qualifying Paint Purchase, it will not count towards any Quarterly Reward or Member’s Tier Level calculation but will still appear in Purchase Tracking for up to 2 years from original purchase date. 

If Member failed to link its Home Depot commercial card to its Pro Xtra Online Account prior to making a Qualifying Purchase and/or Qualifying Paint Purchase in-store, simply use the “Add Receipt” function on Member’s Pro Xtra Online Account within twenty-four (24) months of the particular Qualifying Purchase and/or Qualifying Paint Purchase.  The eligible receipt will only count towards Member’s Quarterly Spend (including the extra 1% back in Quarterly Rewards) if it is added within the same quarter within which the purchase was made and before that quarter’s Quarterly Reward issuance.  If the eligible receipt is added after a particular Quarterly Reward issuance and before twenty-four (24) months of the Qualifying Purchase and/or Qualifying Paint Purchase, it will only count towards the Member’s Tier Level calculation. If the eligible receipt is added after twenty-four (24) months of the Qualifying Purchase and/or Qualifying Paint Purchase, it will not count towards any Quarterly Reward or Member’s Tier Level calculation but will still appear in Purchase Tracking for up to 2 years from original purchase date. 

Please note the “Add Receipt” function is not available for Qualifying Purchases and Qualifying Paint Purchases made by Member on homedepot.ca when Member was not logged into their Pro Xtra Online Account at the time of purchase.

Qualifying Purchases and Qualifying Paint Purchases are subject to change from time to time. Please confirm the then-current Terms and Conditions posted on this Website at the time of purchase. Pro Xtra rewards may not be collected retroactively on past purchases or on purchases made prior to the Membership Date.

3. Pro Xtra Rewards

a. QUARTERLY REWARDS

i. Summary

1. Members that make Qualifying Purchases and Qualifying Paint Purchases using their Pro Xtra ID will earn towards Quarterly Rewards.
2. Quarterly Rewards will be issued automatically in the form of electronic The Home Depot gift cards only (“Quarterly Gift Card”).
3. Quarterly Rewards will accrue from the date of the first Qualifying Purchase and/or Qualifying Paint Purchase made with Member’s Pro Xtra ID.

ii. Collecting Quarterly Rewards

Quarterly Rewards can be collected based on the amount of each Qualifying Purchase and Qualifying Paint Purchase made by Member using their Pro Xtra ID. Quarterly Rewards will be calculated as follows:

Note: If Qualifying Purchases and/or Qualifying Paint Purchases above are made using Member’s Home Depot commercial card linked to Member’s Pro Xtra Online Account at the time of purchase, Member will earn an additional one percent (1%) back in Quarterly Rewards as detailed below.

A. QUARTERLY REWARD BASED ON QUALIFYING PURCHASES IN THE QUARTER

Note: Member’s current tier level is based on a rolling 12 month Qualifying Purchases spend and will not reset so long as Member meets the applicable spend threshold for the current tier. Above tier rates apply to all Qualifying Purchases. Qualifying Paint Purchases will follow the tier rates below.

B. QUARTERLY REWARD BASED ON QUALIFYING PAINT PURCHASES IN THE QUARTER

Example 1:  Calculating Qualifying Purchases, Qualifying Paint Purchases and resulting Quarterly Rewards for a Member at Silver Tier who uses an eligible tender other than The Home Depot commercial card. 

Example 2:  Calculating Qualifying Purchases, Qualifying Paint Purchases and resulting Quarterly Rewards for a Member at Silver Tier that uses Member’s The Home Depot commercial card (that is linked to Member’s Pro Xtra Online Account). 

For the purpose of calculating the value of Qualifying Purchases and Qualifying Paint Purchases, each transaction will be rounded down to the nearest dollar. Additional cents that are not calculated into the value of a Qualifying Purchase and Qualifying Paint Purchase cannot be carried forward and for the purpose of calculating Quarterly Rewards only will be void. Quarterly Rewards will be rounded down and issued only in whole number values, starting at $10 minimum, and increasing in $1 increments.

All Quarterly Rewards posted on Member’s Pro Xtra Online Account will be deemed correct unless a claimed discrepancy can be substantiated by the Member to the satisfaction of The Home Depot. See Section 7 for further details.   

iii. Quarterly Rewards and Returns

Any and all returns of merchandise from Qualifying Purchases and Qualifying Paint Purchases shall be subject to The Home Depot's return policy. For returns that are refunded to the original payment method (e.g. a credit card), the total value of such return will be deducted from the Member's Qualifying Purchases and Qualifying Paint Purchases, as applicable. For returns where the Member is provided with a store credit, the value of such return will not be deducted from the Member's Qualifying Purchases and Qualifying Paint Purchases, as applicable (note that purchases with store credit do not qualify as Qualifying Purchases or  Qualifying Paint Purchases for the purposes of determining Member’s total Quarterly Reward).  Deductions in the value of Quarterly Rewards for returned merchandise shall be completed at the end of the applicable quarter. Your updated Quarterly Reward total can be viewed in your Pro Xtra Online Account information on the Website.

iv. Automatic Posting of Quarterly Rewards

Quarterly Rewards (if any) will be posted to your Pro Xtra online account and will be issued on a quarterly basis. The quarters are as follows:

Quarterly Rewards are issued as electronic Quarterly Gift Cards. Members which have collected a minimum of ten dollars ($10) of Quarterly Rewards will receive one or more  electronic Quarterly Gift Card(s), posted automatically in Member’s Pro Xtra Online Account after the end of the Quarter as described above. If the value of Member’s Quarterly Reward is $2,000 or more, Member will receive multiple electronic Quarterly Gift Cards, each Quarterly Gift Card sent by email. If a Member does not wish to receive its Quarterly Reward in electronic format, Member’s Pro Xtra Online Account Preferences must be updated to opt in to receive physical Quarterly Gift Cards, which will be mailed to the business address associated with the Account, unless an alternate shipping address is provided, within three (3) weeks of request. If the value of Member’s Quarterly Reward is $2,000 or more, Member will receive multiple Quarterly Gift Cards by mail. Shipments cannot be made outside of Canada or to P.O. boxes. The Home Depot is not responsible for gift cards that are lost, late, misdirected, mutilated or damaged.

The issued Quarterly Gift Cards are subject to the Home Depot gift card terms and conditions described on the card. Quarterly Rewards have no value until issued in Quarterly Gift Card form. Subject to applicable law, if Member’s Pro Xtra Online Account shows that Member has $0 in qualifying spend (Qualifying Purchases and/or Qualifying Paint Purchases) for a continuous, uninterrupted period of twelve (12) months and Member has not earned or redeemed a Quarterly Reward during this 12-month period, any Quarterly Rewards valued at less than ten dollars ($10) in Member’s Pro Xtra Online Account will be declared void.

b. FUEL SAVINGS

Fuel Savings cannot be collected under these Terms and Conditions. Member Cardholders which previously earned Fuel Savings while such were offered and had such Fuel Savings loaded on Member’s Fuel Savings Card, can continue to redeem Fuel Savings for any grade of motor fuel (gasoline and diesel) purchases at participating Petro-Canada retail sites in Canada (which includes North Atlantic retail sites in Newfoundland & Labrador), upon presentation of a Program-issued Fuel Savings card (when paying at the pump or inside the station in combination with a form of payment accepted at Petro-Canada and North Atlantic, as applicable). Only one Fuel Savings card or Petro-Canada Preferred Price card is allowed per transaction. If, prior to dispensing fuel, a Member has a Fuel Savings balance greater than the litres of fuel to be purchased in the transaction, the excess amount of Fuel Savings will still be available for the Member to redeem at a later time.  If a Member purchases more fuel than the Fuel Savings available for the transaction, the extra fuel will not be subject to the Fuel Savings and the Member will be charged the price posted at the pump. Any Fuel Savings collected can be viewed via  your Fuel Savings card balance, please visit www.petro-canada.ca/preferredpricecardbalance. All Fuel Savings totals will be deemed correct unless a claimed discrepancy can be substantiated by the Member to the satisfaction of The Home Depot. Discrepancies must be addressed to Member Services within three (3) months of the applicable purchase date.

The Fuel Savings card is also subject to Petro-Canada’s Preferred Price^TM Card Terms and Conditions available at www.petro-canada.ca/preferredterms for your review. Petro-Canada is a Suncor business. ™ Trademark of Suncor Energy Inc. Used under licence.

Neither The Home Depot or Petro-Canada is responsible for lost, stolen or damaged Fuel Savings Cards. Please contact the Pro Xtra Customer Service Centre at 1-800-759-2070 if your Fuel Savings Card is lost, stolen or damaged. If you report your lost, stolen or damaged card to The Home Depot on or after July 31, 2020, a replacement card will not be sent to you.  Rather, the value of your Fuel Savings at the time you reported the Fuel Savings Card lost, stolen or damaged will be issued in the form of a Home Depot Gift Card, unless Member’s card was registered before July 31, 2020 with the Petro-Points program online. 

c.REWARD POINTS

Reward Points cannot be collected under these Terms and Conditions.  Member Cardholders which previously earned Reward Points while such were offered  based on the total value of eligible Qualifying Purchases in a given year using a Home Depot commercial card in Good Standing can continue to redeem Reward Points for electronic gift cards issued by The Home Depot ("Gift Cards") by logging on to their Pro Xtra Online Account on the Website or by calling the Pro Xtra Customer Service Centre at 1-800-759-2070.  Reward Points may only be redeemed for Gift Cards and must be redeemed in accordance with stipulated minimum redemption levels (i.e. 2,500 Reward Points for a $25 Gift Card). Requests will be processed and Gift Cards will be emailed to the Member within three (3) weeks of ordering. You can view your total Reward Points, if any, on your Pro Xtra Online Account. All Reward Points totals will be deemed correct unless a claimed discrepancy can be substantiated by the Member to the satisfaction of The Home Depot. Discrepancies must be addressed to Member Services within three (3) months of the purchase date. The Home Depot is not responsible for Gift Cards that are lost, late, misdirected, mutilated or damaged. Reward Points may not be transferred, shared, gifted, pooled or assigned, and must be redeemed by the Member him/herself.

Subject to applicable law, if your Home Depot commercial card account has $0 in spend for a continuous, uninterrupted period of twelve (12) months and Member has not made any redemptions during this period, the Reward Points in your account will be declared void. However, please remember that a Member will not be able to earn or redeem Rewards Points if its Home Depot commercial card account is not in Good Standing at the time Rewards Points would otherwise be earned or at the time of redemption, as the case may be. Subject to applicable law, if Member’s Home Depot commercial card is not in Good Standing for a continuous, uninterrupted period of twelve (12) months, the Rewards Points in Member’s Rewards Points account will be declared void. Subject to applicable law, if your Home Depot commercial card account is permanently closed under the terms of that account by The Home Depot Credit Card provider, any Reward Points collected will be declared void.

4. Privacy

Participation in the Program is also governed by The Home Depot Privacy and Security Statement . The Home Depot may collect, use and disclose your personal information as described in The Home Depot Privacy and Security Statement and additionally, as described in these Terms and Conditions, including in this section.

Your Business Information (defined below) is not necessarily considered personal information and in some cases is not subject to privacy laws or The Home Depot Privacy and Security Statement. Nonetheless, we have provided some information on how we use your Business Information so you may better understand how we use it. “Business Information” includes information such as business name, logo or avatar, credentials and qualifications, year of business establishment, and any other information that relates to your business or is used for the purpose of communicating or facilitating communication with you in relation to your business.

When you register for the Program, The Home Depot will collect information of the Member contact, including name, and Member, including business name, business address, business telephone number and business e-mail address. We also collect Home Depot commercial card numbers that Member provides during registration so that Member’s card functions as Member’s Pro Xtra ID.  The Home Depot commercial card numbers will not be retained, but will be converted to another unique identifier.  We use this information, in conjunction with our authorized agents and representatives, to administer your participation in the Program including the processing of Quarterly Rewards, Reward Points, Fuel Savings, and other Pro Xtra Rewards, to send you electronic receipts and other transaction records, for marketing purposes and for the purpose of communicating or facilitating communication with you in relation to your business. Through participation in the Program, The Home Depot may gather and share Business Information with its authorized agents, service providers and to third parties for services and programs related to the Program, which will be used to administer the Program and improve the ways in which we serve Members and other customers. Additionally, when registering, you may be given the option to opt-in to receive promotional emails and/or text messages from The Home Depot about Pro Services, the Pro Xtra Program, and/or other subjects (you can unsubscribe at any time). By participating in the Program, you agree that we and our affiliates (including service providers, agents, and parties initiating communications on our or their behalf) may contact your business for marketing and non-marketing purposes

You can contact us or otherwise communicate your privacy preferences by:

• e-mailing us at privacycanada@homedepot.com
• accessing your account information on the Website
• registering or changing your privacy preferencesat www.homedepot.ca/en/home/customer-support/unsubscribe.html. Please allow up to ten (10) days for your preferences to be processed.
• writing us at the address below (please include your e-mail address and phone number with your correspondence along with the information needed to support your request):

Home Depot of Canada Inc.
Attention: Privacy Office
400-1 Concorde Gate
Toronto, Ontario
M3C 4H9

5. Program Modifications

The Home Depot reserves the right to cancel, suspend, modify or amend any part of the Program or these Terms and Conditions at any time. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable law, The Home Depot reserves the right to amend, notably: (i) the Program eligibility, registration, or membership requirements; (ii) what will constitute Qualifying Purchases and Qualifying Paint Purchases; (iii) the calculation and redemption of Rewards, including, to the extent permitted by applicable law, establishing and enforcing time limits on the collection, redemption, and usage of Rewards; (iv) the availability, calculation, and redemption of Fuel Savings, including whether or not Fuel Savings are offered under the Program; (v) the partners and/or suppliers participating in the Program; (vi) the availability, calculation, and benefits associated with member tiers, and the associated spend thresholds and rewards ratios; (vii) any dates, timelines or time periods relevant to these Terms and Conditions; and (viii) any other aspect of the present Terms and Conditions.

Should we make such an amendment, we will post the changes to the Program at least thirty (30) days before the amendment comes into effect, and will indicate at the top of this page the date the Program was last revised.

In addition, where required by law or at our discretion, we will provide notice of such amendment to Members using email and/or your mailing address, or any other contact information we have for you in our discretion. Where required by law, this notice will be provided between ninety (90) and sixty (60) days before the amendment comes into effect for a change to an essential element of the Program, and at least 30 days prior to another change  (or such other period as may be required or permitted by applicable law) and will set out, where required by law, the new clause, or the modified clause and how it read formerly, and the date on which the amendment will come into effect. You may refuse the amendment and rescind, or cancel your participation in the Program without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than thirty (30) days after the amendment comes into force, using the information in the notice. To the fullest extent permitted by applicable law, your continued participation in the Program after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, the terms the Program, as revised.

The Home Depot also reserves the right to terminate the Program, or any part thereof, at any time. Should we do so, where required by law or at our discretion, we will provide notice of same to Members at least sixty (60) days before the termination comes in to effect (or such longer period as may be required by applicable law). If The Home Depot terminates the Program, or the portion of the Program giving rise to any benefits (including without limitation, any rewards, Quarterly Rewards, Reward Points, Fuel Savings, or other reward or benefit), then at our discretion and where permitted by law, such benefits (including without limitation, any rewards, Quarterly Rewards, Reward Points, Fuel Savings, or other reward or benefit), may also be terminated, and any such benefits accumulated prior to termination may expire in The Home Depot’s sole discretion and to the fullest extent permitted by applicable law.

From time to time, The Home Depot may (but is under no obligation to) offer special bonuses, rewards, gifts or benefits ("Rewards") to some or all Members Eligibility for such Rewards will be determined by The Home Depot in its sole discretion, and may be subject to additional terms and conditions released in association with such a Reward offer.

6. Taxation

Any applicable federal, provincial and local taxes connected to the redemption of Reward Points, Fuel Savings, or receipt of Gift Cards or Quarterly Gift Cards through the Program are the sole responsibility of the Program Member. The Home Depot does not assume and will not be liable for any taxes which may be or become payable by Member including any taxes resulting from or arising as a consequence of Member’s participation in the Pro Xtra Program, and Member will indemnify and save harmless The Home Depot and its owners, parents, officers, shareholders, affiliates, subsidiaries, associates, directors, employees, subcontractors, and agents from and against all such taxes.

7. Governing Law and Dispute Resolution

These Terms and Conditions shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. All decisions regarding the interpretation of these Terms and Conditions shall be at the sole discretion of The Home Depot, and shall be final and binding in all respects. To report an apparent discrepancy, or to inquire with respect to your Pro Xtra Online Account, please contact Member Services. If you believe that The Home Depot has made an error in calculating your Qualifying Purchases, Qualifying Paint Purchases, or a Quarterly Reward, you must report the error to The Home Depot within three (3) months of the purchase date if the error pertains to Qualifying Purchases or Qualifying Paint Purchases, or, if the error pertains to your Quarterly Reward, within thirty (30) days after you receive your Quarterly Reward. In no event shall The Home Depot's liability with respect to the Program and the Pro Xtra Rewards, including Reward Points, Fuel Savings, Quarterly Rewards, Gift Cards, and Quarterly Gift Cards, including liability for negligence or breach of contract, be greater than the value of the applicable Pro Xtra Reward claimed at the time the dispute arose.

Any disputes, controversy or claim arising out of or relating to the Program and/or these Terms and Conditions (“Dispute”), shall be resolved in accordance with the terms and conditions set out in this Section 7. If a Dispute arises, you shall provide us with notice of a Dispute in writing by sending a letter to Home Depot of Canada Inc., 400-1 Concorde Gate, Toronto, Ontario M3C4H9, Attention: Legal Department (“Notice of Dispute”) at least thirty (30) days before initiating one of the Dispute Resolution Methods defined below so that we may make best efforts to cooperate in good faith to resolve the Dispute. For clarity, Dispute has the broadest possible meaning and includes, without limitation, disputes based upon contract, tort, fraud and other intentional torts, agency, statute or constitution, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief), and includes claims, cross-claims, and third-party claims, as well as disputes in the past, present, or future. If the Dispute is not resolved within sixty (60) days of receipt of a Notice of Dispute, the Dispute shall be referred to one of the following dispute resolution methods: (a) the Small Claims Court of the Superior Court of Justice (“Court”) if the amount claimed is $25,000 or less and otherwise falls within the Court’s jurisdiction; or (b) final and binding arbitration in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, c.17 (Ontario) or any successor legislation enforced in the Province of Ontario (“Arbitration”), in the case of any other Dispute (collectively, the “Dispute Resolution Methods”). In Quebec, the definition of “Court” shall be the Small Claims Division of the Court of Quebec if the amount claimed is $15,000 or less, and otherwise falls within either the jurisdiction of the Court of Quebec or the Superior Court of Quebec. Where a dispute is referred to Arbitration, the Arbitration shall be (a) seated and take place in Toronto, Ontario; (b) be conducted in the English language by a sole arbitrator appointed by mutual agreement; and (c) carried out in accordance with the Expedited Arbitration Rules effective March 29, 2017 of the Canadian Arbitration Association. Each party shall bear its own costs, fees and expenses during the process to resolve a Dispute, including providing the Notice of Dispute, shall be kept confidential, save and except for information disclosed as part of the Court record. The Arbitration shall be conducted on a private and confidential basis.

Section 7 applies to the extent permitted by law.

8. General Terms and Conditions

Reward Points, Fuel Savings, and Quarterly Rewards have no cash value, cannot be exchanged or redeemed for cash or credit, may not be used with any other offer, promotion or discount, cannot be combined with cash to obtain a gift card, and cannot be earned from or transferred to any other account or rewards program.

Program Members have no ownership interest in collected Reward Points, Fuel Savings, or Quarterly Rewards, and collected Reward Points, Fuel Savings, and Quarterly Rewards do not constitute property of the Members.

Use of the word "earn" in marketing materials in relation to the Program shall mean "collect" and shall not infer that the Reward Points, Fuel Savings, or Quarterly Rewards have any value until they are presented for redemption, or in the case of Quarterly Rewards, posted to Member’s Pro Xtra Online Account as a Quarterly Gift Card (or mailed to Member as a plastic Home Depot gift card). Reward Points, Fuel Savings, and Quarterly Rewards may not be purchased or sold and are not transferable except as otherwise stated herein.

This Program is void where prohibited by federal, provincial or local law.

By registering to become a Member, you represent and warrant that you are doing so as business owner or authorized signing officer of the registered business associated with the Pro Xtra membership, and that participation in the Program is not prohibited or restricted by any relevant company policies. Member contact represents and warrants that they have the proper authority to bind the Member to these Terms and Conditions.

Despite our best efforts to ensure accuracy, errors occasionally occur. In the event The Home Depot erroneously provides to Member rewards or benefits, including without limitation, Reward Points, Fuel Savings, Quarterly Rewards, Gift Cards, Quarterly Gift Cards, or rewards from any other The Home Depot rewards program, Member agrees that The Home Depot reserves the right to correct such errors at any time, which may include voiding and removing such rewards and Member will not be permitted to take advantage of such rewards, and that The Home Depot will have no resulting liability for such error nor will it be required to honor said rewards. Member hereby agrees to immediately notify The Home Depot in the event it becomes aware of any erroneously awarded rewards and agrees not to redeem such rewards.  In the event Member redeems such rewards, The Home Depot reserves the right to offset any such redemption amount from Member’s future rebate amount, if any.

By enrolling in the Program, Member accepts the Terms and Conditions, agrees to be bound thereby, and accepts the decisions of The Home Depot with respect to the Program as final and binding, and Member (and if Member has a Home Depot commercial card, the Cardholder and any Authorized Buyer as well) hereby releases The Home Depot and holds The Home Depot and its authorized agents harmless from any claim, liability or damage relating to the Program, Reward Points, Fuel Savings, Quarterly Rewards, any other Pro Xtra Rewards, Gift Cards, and Quarterly Gift Cards.

The Home Depot reserves the right to terminate Program membership, in the event of (as determined by The Home Depot in its sole and absolute discretion):

1.    Fraud or abuse relating the Program, including without limitation, to the collection and/or redemption of Reward Points, Fuel Savings, Quarterly Reward, and/or any other Pro Xtra Reward;

2.    Any violation of these Terms and Conditions, or

3.    Should Member, or Member’s directors, officers, employees, agents, shareholders, or affiliates, engage in any behaviour, or be alleged to have engaged in any behaviour, whether before or after becoming a Member, and regardless of how such behaviour becomes known, that may in the sole and absolute discretion of The Home Depot, compromise the integrity, spirit or intent of the Program, degrade, disparage, tarnish or deprecate The Home Depot and/or the public image or standing in the community of The Home Depot, or that is shocking or offensive to public morals, decency, morality or social propriety, is subject to any investigation, charges, or is found liable in any action in any jurisdiction, which results or may result in public scandal or ridicule as may be perceived by the general public or any class or group thereof.

Any such termination will result in your forfeiture of all collected Pro Xtra Rewards, including Reward Points, Fuel Savings, and/or Quarterly Rewards, as well as termination of your Program Membership and voiding of any Reward Points, Fuel Savings, Quarterly Rewards, and other Pro Xtra Rewards. The Home Depot reserves the right to pursue legal action in the event of fraud, misrepresentation, abuse or violation of these Program Terms and Conditions.

Reward Points, Fuel Savings, and Quarterly Rewards have no cash value and cannot be purchased.

Upon the bankruptcy filing or dissolution of any Member (including the death of a sole proprietor Member), any Qualifying Purchases, Qualifying Paint Purchases, Quarterly Rewards, Reward Points, Fuel Savings, and any other Pro Xtra Reward will be deemed void for the purposes of the Program and will not be issued and Membership in the Program will be terminated.

As a condition of membership, Members may receive Reward Points, Fuel Savings, and Quarterly Rewards statements, Program updates and other related materials which will be posted on the Website at the discretion of The Home Depot, and may be mailed or emailed to the Member upon request. The Home Depot reserves the right to cease mailing Program updates and related materials to any Member.

To cancel your Program membership at any time, please contact the Pro Xtra Customer Service Centre at 1-800-759-2070. You will cease to earn Rewards Points, Fuel Savings, and Quarterly Rewards (if applicable) upon the date of cancellation and any Reward Points, Fuel Savings, and/or Quarterly Rewards collected will be declared void, subject to applicable law.

These Terms and Conditions and Member’s enrollment in the Program may not be assigned by Member or Member contact.

No delay or omission on the part of The Home Depot to exercise any right or remedy hereunder, or otherwise to enforce these Terms and Conditions, shall be deemed to be a waiver of these Terms and Conditions or any applicable remedy to which it may be entitled.  No waiver shall constitute a waiver of any other term, condition, default, breach, right or remedy, nor shall any wavier constitute a continuing waiver.

The Terms and Conditions constitute the entire agreement between the Member and The Home Depot regarding the Program and supersede any prior written or oral terms related thereto.

If any term hereof is held by a court to be invalid or unenforceable, such term shall be severed here from and the remaining terms shall remain in full force and effect.

In the event of any inconsistency or discrepancy between the terms and conditions of these Program Terms and Conditions or other statements contained in any Program-related materials and/or advertising, the terms and conditions of these Program Terms and Conditions shall prevail, govern and control.

In the event of a discrepancy between the English language version and the French language version of the Program Terms and Conditions and to the maximum extent permitted by applicable law, the English version shall prevail, govern, and control.

Questions?

Any questions regarding the Program, your Pro Xtra Online Account, Quarterly Rewards, Fuel Savings, and/or Reward Points, be directed to the Pro Xtra Customer Service Centre at 1-800-759-2070. Member Service representatives are available to assist you from 8 a.m. to 9 p.m. ET, Monday through Friday.

Local Pro Terms of Service

This PRO XTRA LOCAL PRO TERMS OF SERVICE (the “Terms of Service” or “Agreement”) governs the relationship between Home Depot of Canada Inc., a Canadian corporation, doing business as Home Depot (“Home Depot”, “we”, or “us”) and commercial customers (including without limitation, corporations, partnerships, and sole proprietorships), which provide professional services and use the Pro Xtra Local Pro platform owned and operated by Home Depot (the “Website”) (individually, “Local Pro” or “you,” and collectively, “Local Pros”). References to Website include, but are not limited to, any and all uses of the Website via mobile applications (including without limitation the Local Pro mobile application (the “Local Pro App”)), mobile devices, personal computers, email, telephones or other electronic devices, as applicable.

By registering on the Website to become a Local Pro, and by your continued participation as a Local Pro, including use of the Website, you agree to the terms and conditions of this Agreement, including any amendments which may be made by Home Depot from time to time in its sole discretion. Please review this Agreement carefully and return to the Website regularly to check for amendments. 

1. Pro Xtra Local Pro Referral Service

1.1 Overview

The Pro Xtra Local Pro referral service is an online referral service that allows for consumers (“Consumers”) online to be connected to specific Local Pros (the “Referral Service”).

Using the Website, a Consumer submits a request for Local Pro(s) to contact the Consumer ("Job Request") concerning desired services identified by the Consumer. The Job Request contains certain required information about the Consumer’s specific project (“Project”) (e.g., what services the Consumer wants, the type of services/work, and the Consumer’s postal code). Upon receipt of a Job Request, the Referral Service identifies a potentially suitable Local Pro(s) from its database of registrants, and makes available information concerning the Local Pro’s Profile (defined in Section 2.2 below) that can be used by the Consumer. The matched Local Pro(s) will contact the Consumer via the App using the preferred means of communication selected by the Consumer (i.e., telephone, text, or email) to discuss the Consumer’s service needs. If any matched Local Pro(s) is unavailable for any reason (including, without limitation, if the matched Local Pro declines a Job Request), the Referral Service may match the Consumer with an alternative Local Pro(s) and provide the Consumer’s contact information to the alternative Local Pro(s). The Consumer may also read reviews or contact Local Pros that they have been matched with directly. 

The Referral Service may invite Local Pros who meet the Direct Job Eligibility Criteria described in Section 1.3 below to enroll in a benefit that matches a Consumer’s Job Request to only one (1) Local Pro; the Local Pro will not compete with other Local Pros for the referred Project (the “Direct Jobs Benefit”). The Direct Jobs Benefit includes the Payment Coordination Service further described in Section 3.1(b) below.

IMPORTANT: When a Local Pro contacts a Consumer, the Local Pro is acting on the Local Pro’s sole behalf and is not a representative, contractor, or agent of Home Depot or its affiliates. The identification of a Local Pro on the Website or elsewhere does not in any way mean that Home Depot or its affiliates endorses, guarantees or approves of the Local Pro and its work.

1.2 No Implied or Further Agreement

Home Depot makes no assurance that a Local Pro will receive a minimum or particular number of referrals or Job Requests or receive a minimum or particular dollar amount of business under this Agreement. Nothing in this Agreement obligates Home Depot to refer the Local Pro to any Consumer for any particular Project or Job Request. You understand and acknowledge that a Consumer may cancel a Job Request at any time, as further described in Section 3.4.   In view of the foregoing, the parties represent and warrant to one another that any investments or expenditures a party has made or may make, in anticipation or following execution of this Agreement, are at such party’s sole and fully informed risk.

1.3 Ratings and Reviews

The Website provides a rating for each Local Pro. Consumers may see these ratings. Local Pro ratings are typically derived from consumer ratings on the Website – Consumers can rate and provide reviews of the Local Pros that they select.   Home Depot may also find and use third party ratings concerning a Local Pro that are listed on a legitimate external site, but is under no obligation to do so. Home Depot may from time to time in its sole discretion remove ratings or reviews that it determines are not applicable. If a Local Pro disagrees with a rating or review, it may appeal to the Referral Service either through email or written notice; however, ultimately, Home Depot has sole discretion on ratings and reviews posted on the Website, and Local Pro expressly releases and waives any and all claims against Home Depot and Consumers related to such ratings and reviews.

In order to determine eligibility for the Direct Jobs Benefit described in Section 1.1 above, the Referral Service will review Local Pro’s quality of work based on Consumer feedback and all ratings and reviews referring to the Local Pro and assess whether the Local Pro has consistently adhered to the service levels set out in Section 2.3(c) below which are required to be eligible for the Direct Jobs Benefit (collectively, the “Direct Job Eligibility Criteria”). 

1.4 Background Checks

Either a principal or owner of Local Pro must be subject to and satisfy the Referral Service’s background screening process before it can become a registered Local Pro and use the Referral Service. This screening will be conducted by a third-party agency or agencies approved or designated by Home Depot and such screening shall be at the Local Pro’s sole cost and expense. Local Pro will be notified of the results but will not receive access to the reports, except to the extent Home Depot is required under applicable law to allow such access or review or unless the Local Pro is credentialed by the third-party agency. Local Pros will be subject to this background screening process from time to time as a condition of continued use of the Referral Service. Subject to and conditional upon Consumer’s prior written approval, the registered Local Pro may engage employees, partners, personnel, agents, representatives, apprentices, subcontractors (and their personnel), independent contractors, or other third-party contractors (and their personnel) to perform all or some of the services pursuant to a Job Request (collectively, “Local Pro Personnel”).  Any and all salary, expenses, fees, and other obligations associated with the Local Pro Personnel are the sole responsibility of the Local Pro. Local Pro shall ensure that all Local Pro Personnel satisfy the Referral Service’s background screening process outlined herein at Local Pro or Local Pro Personnel’s sole expense. Until the background screening requirements of this Section 1.4 are fully satisfied, under no circumstances will Local Pro or Local Pro Personnel, as applicable, use the Referral Service or have contact with Consumers. Local Pro will obligate Local Pro Personnel to be bound by and will ensure that Local Pro Personnel adhere to the terms and conditions of this Agreement, and Local Pro will be responsible for any non-compliance of Local Pro Personnel with the terms and conditions of this Agreement. Local Pro acknowledges and agrees that Home Depot has no contractual relationship whatsoever with Local Pro Personnel and as such, Local Pro is (i) solely and exclusively responsible for all of Local Pro Personnel obligations hereunder and (ii) solely and exclusively responsible for the payment and/or remittance of any fees, taxes, deductions, withholdings, premiums and expenses of Local Pro and all Local Pro Personnel, including but not limited to income tax, CPP, EI, and workers compensation amounts.  Local Pro’s failure to adhere to the requirements set out in this Section 1.4 may result in immediate termination as a Local Pro as further detailed in Section 2.2 below. All references to the “Local Pro” herein include the Local Pro Personnel and other individuals acting on behalf of the Local Pro.

1.5 Agreement with Consumer

If after submitting a Job Request and being contacted by a Local Pro, the Consumer wishes to use a Local Pro’s services, the Local Pro and Consumer must enter a binding legal agreement for the Local Pro to perform the services requested and the Consumer to pay the Local Pro for the services rendered. Any agreement entered between a Local Pro and Consumer is solely between the Consumer and the Local Pro, and Home Depot and its affiliates are not parties to such agreement. Home Depot and its affiliates are not and will not be parties to or third-party beneficiaries of any agreements entered into by and between Consumer and a Local Pro. 

2. Local Pro Eligibility and Obligations

2.1 Pro Xtra Program Membership

In order to be eligible to register with the Referral Service, membership in the Home Depot Pro Xtra Program (which includes the Home Depot Pro Xtra Premier program, as applicable) (“Pro Xtra Program”) is required. The specific program terms and conditions of the Pro Xtra Program as may be amended from time to time are available here , and the program terms and conditions for the Home Depot Pro Xtra Premier Program are available via a member’s Home Depot Pro Xtra Premier account; both of these program terms and conditions are attached hereto and incorporated herein by reference.

2.2 Registration and Profile

Prior to being listed on the Website, you must complete and satisfy the Referral Service’s registration process, which includes without limitation: completing an application form; providing required personal and business information (including Business Information as defined below); and satisfying the background screening process as detailed in Section 1.4 above. Local Pro’s application is subject to the Referral Service’s approval in its sole discretion. Information provided in Local Pro’s application will be used to create an initial profile on the Website (the “Profile”). After application approval, the Local Pro may modify the Profile and/or create additional Profiles. All individuals acting on behalf of Local Pros, including individual Local Pro Personnel, must be at least the age of majority in the jurisdiction in which such Local Pros will be performing services for Consumers to apply on the Website and complete a Profile. Local Pro warrants and represents that the information provided in the Local Pro’s Profile(s) is accurate, up to date and in compliance with all applicable laws. Local Pro represents and warrants that it is duly licensed (if applicable by local, provincial, and/or federal law) to perform the services it offers to Consumers. The Referral Service reserves the right to review all Profiles and to delete any content posted on the Website in its absolute and sole discretion.

Local Pros that are invited to enroll for the Direct Jobs Benefit, and elect to do so, must complete and satisfy the Direct Jobs Benefit enrollment process, which includes completing an enrollment form and providing required personal, business, and payment information (including without limitation tax registration information as further described in Section 3.5 below).

Home Depot may deny participation as a Local Pro or immediately terminate the participation of an enrolled Local Pro, in Home Depot’s sole discretion, if: (a) the applicant or the Local Pro violates any applicable law or regulation; (b) the applicant or the Local Pro violates any term of this Agreement, including but not limited to, by providing false or misleading information or omitting any information required to complete Website registration, including enrollment in the Direct Jobs Benefit, or by participating as a Local Pro in a manner that is deceptive, fraudulent, disruptive to other participants or customers, contrary to this Agreement, contrary to any other agreement you have with Home Depot, or that is otherwise unlawful; or (c) the applicant or Local Pro, or any director, officer, employee, agent, shareholder, or affiliate of the applicant or Local Pro engages in any behaviour, or is alleged to have engaged in any behaviour, whether before or after becoming a Local Pro, and regardless of how such behaviour becomes known, that may in the sole and absolute discretion of Home Depot, compromise the integrity, spirit or intent of the Referral Service, degrade, disparage, tarnish or deprecate Home Depot and/or the public image or standing in the community of Home Depot, or that is shocking or offensive to public morals, decency, morality or social propriety, is subject to any investigation, charges, or is found liable in any action in any jurisdiction, which results or may result in public scandal or ridicule as may be perceived by the general public or any class or group thereof. Should a Local Pro’s participation be terminated as per the above, Home Depot reserves the right to cancel any benefits and/or earned credits that the Local Pro may have accrued, and to reject any further requests to participate as a Local Pro by the participant. Participation in the Referral Service will automatically terminate if Home Depot determines that the Local Pro is ineligible under the terms and conditions of this Agreement and any benefits earned up to that date may be cancelled. The decisions of Home Depot with respect to all aspects of the Referral Service, including without limitation, Local Pro’s participation therein, the Website, the Direct Jobs Benefit and the Payment Coordination Service, are final and binding on all participants without right of appeal, including, without limitation, any decisions regarding the eligibility or disqualification of participants, and the cancellation of any benefits, and Home Depot will have no liability to any participant, or to any third party based on or resulting from such decisions.

2.3 Local Pro’s Obligations to Consumer

a. General.  Local Pro commits to perform its services solely for the benefit of the Consumer and at all times in the best interest of the Consumer, as agreed to between Local Pro and Consumer exclusively. Local Pro is solely responsible for its relationship with Consumers. Home Depot makes no representations or warranties as to the conduct of any Consumer, the Consumer’s credit rating or score, the Consumer's willingness or ability to pay a Local Pro, or that the Consumer has obtained any required permits, authorizations, or insurance required for the Local Pro to attend the Consumer’s premises and complete the Consumer’s Project. Any dispute between Local Pro and Consumer must be addressed directly between the Local Pro and that Consumer.

b. Accepting, Managing, and Completing a Job Request:  By accepting a Job Request, the Local Pro represents and warrants that it is willing, able, qualified (i.e., the Local Pro holds all requisite education, training, experience, licensing, certification, and other relevant qualifications to complete each Job Request with a professional level of care), and insured to complete the Consumer’s Project to the Consumer’s reasonable satisfaction. Local Pro represents and warrants that it will provide the services safely and in accordance with applicable laws, and that Local Pro has the legal right to work in Canada. Local Pro understands that, upon receipt of a Consumer’s Job Request, if the Referral Service identifies the Local Pro as potentially suitable from its database of its registrants, Local Pro’s Profile will be made available to the Consumer and Local Pro is responsible for contacting the Consumer via the App using the preferred means of communication selected by the Consumer (i.e., telephone, text, or email) for the sole purpose of discussing the Consumer’s service needs. Local Pro must either contact the Consumer or accept the Job Request on the Local Pro App within twenty-four (24) hours of receiving a Job Request.  If the Local Pro fails to either make contact with the Consumer or accept the Job Request within this timeframe, the Job Request will expire and be referred to an alternate Local Pro.  Local Pro is responsible for managing scheduled appointments with the Consumer and for clearly communicating and setting Project expectations with the Consumer, including the Final Project Cost (defined in Section 3.1(b) below) and completion timing.  Local Pros enrolled in the Direct Jobs Benefit shall also comply with the Project completion requirements set out in Section 3.1(b)(ii) below.

c. Service Levels.  Local Pro agrees to maintain the following service levels with all Consumers: (a) call each Consumer within twenty-four (24) hours of receiving a text or email from the Referral Service with the Consumer’s request and preferred contact method; (b) introduce oneself being referred to the Consumer by Home Services Local Pro and reference the Consumer’s Job Request; (c) maintain a current Profile on the Website (see Section 2.1); (d) deliver quality, professional customer service to each Consumer; (e) arrive on-time at scheduled appointment times with each Consumer and promptly update the Consumer should rescheduling be required; (f) promptly close Job Request leads in the Local Pro App; and (g) activate “vacation mode” on the Local Pro App when you are unable to accept Job Requests. In addition, Local Pros enrolled in the Direct Jobs Benefit agree to notify Consumers when they have departed the Local Pro’s current location for the Consumer’s premises by clicking the “On My Way” button in the Local Pro App (which information will be collected, used, and disclosed as set out in Section 8.2).  Failure to meet any of the foregoing service levels may result in termination in accordance with Section 2.2 of this Agreement.

d. Consumer Information.  Local Pro acknowledges and agrees that it is responsible for ensuring that the collection, use and disclosure of information about or relating to a Consumer or Project (collectively, “Consumer Information”) is done in compliance with applicable privacy laws. Local Pro will collect all required consents from Consumers for any disclosure of Consumer Information made by Local Pro to Home Depot, and for Home Depot’s use thereof, in connection with this Agreement.  Local Pro agrees that it will respect Consumers’ privacy and that it will not record (whether via video, audio, or otherwise), any Projects or interactions with a Consumer without the prior consent of the Consumer.  For clarity, Local Pro must obtain Consumer’s prior consent before taking a Project Picture pursuant to Section 3 of this Agreement.  Local Pro will: (a) not collect, use or disclose any Consumer Information except in accordance with this Agreement and for the purpose of performing Referral Services; (b) notify Home Depot immediately upon becoming aware of any unauthorized access, use, disclosure or loss of Consumer Information; (c) protect Consumer Information from unauthorized use, access or disclosure using appropriate security measures; and (d) implement and enforce policies regarding the Consumer Information retention and destruction in accordance with applicable privacy laws. Local Pro will not contact, or send any messages, to Consumers except as permitted under this Agreement in connection with a Project, or as otherwise consented to in advance by Consumer.

2.4 Local Pro Information

As a registered Local Pro, you must provide certain information on a Profile. Further, as part of registration, and/or enrollment in the Direct Jobs Benefit, you may be required to provide additional information, including without limitation, your name, a photograph of yourself or a photograph associated with your business, business email address(es), business name(s), business telephone number(s), mobile telephone numbers, business address(es), credit card information, direct deposit bank account information, tax information, and information concerning Local Pro principal(s)/owner(s) such as their names, background check information and personal photograph(s). From time to time, the Referral Service may require this information to be provided for Local Pro’s Personnel that perform work on-site at Consumers’ property. For details on the Referral Service's use of this information, please see Section 8.2.

2.5 Subverting the Local Pro Referral Service’s Website

Local Pro agrees: (1) that the Local Pro will not reject a Consumer’s Vertical (defined in Section 3.3 below) referral before or after contacting the Consumer – any contact with the referred Consumer renders rejection of the Vertical referral a prohibited subversive use of the Website; (2) that the Local Pro will not use the Website or Referral Service with the intention of delegating the performance of the Project work to another Local Pro or to a third party for purposes of garnering a commission, agency or placement fee; and (3) if a Consumer requests services that are outside the scope of the Consumer's original Job Request and/or Project, the Local Pro will refer the Consumer to Home Depot’s Home Services (“Home Services”), Home Depot’s Internet platform and suite of services that enables Consumers to locate and solicit quotes from Local Pros.

2.6 Passwords

Local Pro is the sole authorized user of the account registered to you on the Website.  Local Pro is responsible for maintaining the confidentiality of its account credentials and password. Local Pro is also responsible for all activities that occur in connection with its account. Local Pro agrees to notify Home Depot immediately of any suspected or actual unauthorized access to or use of its account.

2.7 Insurance/Bonding/Licensing

Local Pro may post information on insurance, bonding and licensing on the Website. Local Pro represents and warrants that the information it provides and/or posts on the Website is complete, accurate and current. Local Pro agrees that it is solely responsible for the information posted by Local Pro on the Website. The Referral Service is in no way required to validate or update Local Pro’s insurance, bonding or licensing information. By completing a Profile, Local Pro represents and warrants that it is properly licensed (if applicable by local, provincial, and/or federal law) to perform services listed in the Local Pro’s Profile. Further, by offering services to a Consumer, Local Pro represents and warrants that it is properly licensed in the jurisdiction in which it offers to perform such services. If Local Pro’s insurance, bonding, license or certification expires or is revoked, or if the Local Pro is charged with an offence related to its Profile(s), Local Pro will immediately notify Home Depot of such change or event and Home Depot may, in its sole and absolute discretion, remove Local Pro from the Website either permanently or temporarily.

3. Payment

3.1 Payment Process

a. General. Subject to Section 3.1(b) below, Consumer has the sole obligation to make payment for Local Pro’s work or services. Home Depot has no obligation whatsoever to ensure payment by Consumer to Local Pro for Local Pro's services pursuant to the agreement between the Consumer and Local Pro. Home Depot shall not compensate Local Pro for any Consumer’s failure to provide payment for Local Pro’s work or services. Local Pro and Consumer are solely responsible for making payment arrangements with each other.

b. Direct Jobs Benefit.  Local Pro agrees to adhere to the payment and invoicing terms set out below, and any additional accounts payable terms and conditions posted on the Website, which may be updated from time to time as needed by Home Depot in accordance with this Agreement. 

i. Payment Coordination Services: For Local Pro’s enrolled in the Direct Jobs Benefit, the Referral Service will provide limited payment coordination services through the Website between Local Pro and the Consumer (the “Payment Coordination Service”).  Payment for Local Pro’s work or services on a Consumer Project referred to the Local Pro via the Direct Jobs Benefit will be made directly from the Consumer to the Local Pro, via the Website. Local Pro will receive Consumer payments, including any applicable GST/HST or QST/POST collected through the Payment Coordination Service, except where Home Depot is required to remit such tax under applicable provincial sales tax legislation, via direct deposit in accordance with the bank account information Local Pro provides the Website during the Direct Job benefit enrolment process.  Local Pro is responsible for ensuring its payment information on the Local Pro App is up to date. Local Pro must use the Website to negotiate payment with Consumer and obtain Consumer’s prior consent to Project-related costs coordinated via the Website, including Local Pro’s labour charges based on the Base Project Cost (defined below)  adjustments to the Base Project Cost (collectively, the “Final Project Cost”). Any attempt by Local Pro to negotiate and/or obtain payment from a Consumer for the Final Project Cost outside of the Website with respect to a Project referred to the Local Pro via the Direct Jobs benefit may result in the Local Pro being removed from the Direct Jobs Benefit and/or the Referral Service. NOTE: The Payment Coordination Service does not coordinate the payment of any expenses related to additional materials, inspections, permits, licenses, or tool or vehicle rentals, nor any tips or gratuities.  Consumer must provide payment for such expenses and for tip or gratuity to Local Pro directly.  Home Depot shall not compensate Local Pro for any Consumer’s failure to provide payment for Local Pro’s work or services.

ii. Job Completion and Invoicing. Upon completion of a Project to the Consumer’s reasonable satisfaction, Local Pro must promptly upload to the Local Pro App: (1) a photograph of the completed work (the “Project Picture”); and (2) the one-time passcode (“OTP”) provided by the Consumer.  Local Pro must then select the “Job Complete” button on the Local Pro App so that the Payment Coordination Service can facilitate the Consumer’s payment to Local Pro.  By uploading the Project Picture and OTP, and selecting the “Job Complete” button, Local Pro represents and warrants that it successfully completed the Consumer’s Project and the Consumer authorized the Local Pro to charge the Consumer the Final Project Cost via the Website. Local Pro is responsible for ensuring the Final Project Cost has been submitted to the Website prior to uploading the Project Picture and OTP, and selecting “Job Complete”. Upon receipt of the Project Picture and OTP, and selection of “Job Complete” by the Local Pro, the Payment Coordination Service will provide Local Pro’s final invoice to the Consumer detailing the Final Project Cost that was agreed upon between Local Pro and the Consumer, which the Consumer is responsible for paying in full to the Local Pro via the Website.  NOTE:  The invoice will not detail any expenses related to additional materials, inspections, permits, licenses, or tool or vehicle rentals, nor any tips or gratuities as the Payment Coordination Service does not facilitate these payments.  Local Pro must separately invoice its Consumer for such expenses.  The Consumer will also receive an invoice detailing the Referral Fee (as defined below) payable by the Consumer to Home Depot and not the Local Pro.  The Final Project Cost payment from the Consumer to the Local Pro will be transferred generally seven (7) business days following confirmation by the Consumer that the Project was completed by Local Pro, subject to any holdback or withholding as set out in this Agreement. The Payment Coordination Service will provide Local Pro with a copy of the Local Pro’s Consumer invoice for the completed Project.

If the Local Pro and Consumer agree that the Final Project Cost should be less than the estimate previously agreed upon and confirmed via the Website, the Local Pro must promptly contact Pro Xtra Support at 1-800-759-2070 to advise the Payment Coordination Service of the Final Project Cost agreed upon with the Consumer.

Local Pro agrees that the Payment Coordination Service shall have the absolute and unconditional right, at any time and in its sole discretion, to offset, charge-back or recoup any amount owing by the Local Pro against any debt owing by a Consumer to the Local Pro (including, without limitation, claims based on Local Pro overcharges or other billing errors).  Home Depot may exercise these setoff, charge-back and recoupment rights by deducting such amounts from any payment due to the Local Pro, or in any other manner deemed appropriate by Home Depot.  Further, should the Payment Coordination Service provide an erroneous payment to the Local Pro, the Local Pro agrees that the Payment Coordination Service will have the absolute and unconditional right, at any time and in its sole discretion, to reverse such payment, offset the payment against other payments due to the Local Pro, or require the Local Pro to repay the full value of such erroneous payment. The Payment Coordination Service reserves the right to suspend payment from Consumer to Local Pro upon notice of any potential fraud, unauthorized charges, or other misuse of the Website until such time as the Payment Coordination Service can determine if payment can be completed in accordance with this Agreement.  Notwithstanding anything to the contrary, any disputes brought pursuant to this Section 3 shall be subject to the Dispute Resolution provisions set forth in Section 8.10.

iii. Direct Jobs – Base Project Cost and Referral Fee: The Referral Service sets the base labour cost for a Consumer’s Project, which will be a minimum hourly rate or a minimum fixed rate, depending on the Project type (the “Base Project Cost”).  The Base Project Cost is provided to Consumers on the Website in advance of submitting a Job Request.  Subject to applicable law, the Base Project Cost excludes any out of pocket expenses which Local Pro may incur when completing the Project, including any required additional materials, permits, licenses, inspections, or tool or vehicle rentals.  Local Pro and Consumer will negotiate and agree upon the Final Project Cost. We reserve the right to modify or update the Base Project Cost at any time in our sole discretion. 

In return for use of the Referral Service, Home Depot may charges Consumers a referral fee, which shall be a percentage of the Final Project Cost agreed upon between Local Pro and Consumer (the “Referral Fee”).  We reserve the right, in our sole discretion, to change, increase, decrease, or remove the Referral Fee. Local Pro acknowledges and agrees that the Payment Coordination Service may apply a service fee to the Local Pro subject to the terms and conditions of this Agreement.

3.2 Local Pro Fees

In exchange for the Referral Services provided to Local Pro, Local Pro agrees to the payment of fees to Home Depot as set forth in Section 3.3.  There are currently no other fees for Local Pro’s use of the Referral Service or the Payment Coordination Service.  We reserve the right at any time in our sole discretion to implement charges and subsequently modify such charges for use of these services or features thereof, in accordance with Section 4.3.  If Local Pro chooses to terminate its Local Pro account after notification of new or modified charges, Local Pro must do so prior to the date the charges take effect, in order to avoid such charges being applied to Local Pro.

3.3 Local Pro Payments to the Local Pro Referral Service

Each Job Request occupation type (“Vertical”) referral is assigned one of three credit tiers (“Tier”), and each Tier is assigned a credit value. The applicable Tier credit value for a Vertical referral is deducted or charged against the Local Pro’s accrued credits when a Consumer is matched with a Local Pro in response to a Job Request, whether or not the Local Pro accepts the Job Request, or is ultimately engaged by the Consumer to complete a Project. The following table provides the current Verticals, Tiers, and credit values and is subject to change in Home Depot’s sole discretion by posting on the Website an updated table in this Agreement:

Local Pros accrue credits in their Local Pro Referral Service account as follows:

• After registering as a member of Home Depot’s Pro Xtra Program and completing the registration with the Referral Service, the Local Pro shall receive fifteen (15) Local Pro credits in its account; and
• As a member of Home Depot’s Pro Xtra Program, Local Pro will receive 0.02 Local Pro credits in its account for each whole Canadian dollar spent on Qualifying Purchases (as defined in the Pro Xtra Program Terms & Conditions). Credits begin to accrue from the day the Local Pro’s application is fully approved.  

  In the event that a Local Pro’s accrued credits are at or below zero (0), the Local Pro will not receive any Vertical referrals until the Local Pro accrues a positive balance of credits. If the Local Pro has one (1) or more accrued credits but insufficient credits to cover the applicable Tier credit value for a Vertical referral, the Local Pro will receive such Vertical referral, and Local Pro’s account will be deducted the full applicable Tier credit value for the Vertical referral, which will produce a negative credit value in the Local Pro’s account. Before receiving any further Vertical referrals, a Local Pro with a negative credit value balance must accrue credits through the Pro Xtra Program (which may take up to three (3) business days to synchronize credit accruals). Subject to applicable law, unused credits will be declared void one (1) year after accrual. Local Pros have no ownership interest in accrued credits, and accrued credits do not constitute property of the Local Pro. Use of the word "accrue" herein or in marketing materials shall mean "collect" and shall not infer that the credit system has any value.

Service Level and Promotional Credits. The Referral Service may, but is under no obligation to, allocate additional Local Pro credits to select Local Pros for meeting some or all of the service level requirements described in Section 2.3(c).  Eligibility for such credits will be determined by Home Depot in its sole discretion.  From time to time, Home Depot may (but is under no obligation to) offer special bonuses, rewards, gifts or benefits, including promotional credits ("Rewards") to some or all Local Pros.  Eligibility for such Rewards will be determined by Home Depot in its sole discretion, and may be subject to additional terms and conditions released in association with such a Reward offer. Rewards have no cash value and cannot be purchased. 

3.4 Cancellation and Refunds

i. General.  Local Pro is under no obligation to accept any Job Request and agrees to only accept Job Requests that it is willing, able, qualified, and insured to complete.

ii.  Cancellation by Local Pro:  Subject to Section 3.4(iii) below, the Local Pro may only cancel a referral via the “not my type of work” feature in a Vertical referral. The Local Pro understands and agrees that any misrepresentations and/or fraud concerning a cancellation are grounds for immediate termination of the Local Pro’s registration in the Referral Service. Home Depot will not reinstate any deducted credits to the Local Pro’s account if Home Depot determines in its sole discretion that the Local Pro has contacted the Consumer after receiving a Job Request.

iii. Direct Jobs Benefit.  The following cancellation and refund terms and conditions apply only to Local Pros enrolled in the Direct Jobs Benefit.

a.     Cancellation by Local Pro. Local Pro may pass on receiving a Job Request from a Consumer in the Local Pro App.  If a Local Pro passes on three Job Requests, the Referral Service reserves the right in its sole discretion to remove the Local Pro from the Direct Jobs Benefit. Local Pro should activate “vacation mode” on the Local Pro App should it wish to stop receiving Job Requests for a set period of time.  Once a Local Pro accepts a Job Request, Local Pro may cancel a scheduled appointment with a Consumer at any time before the start of the appointment via the Local Pro App. The Consumer will not be charged for the Job Request.  If Local Pro cancels a Consumer’s Project after it has begun providing work or services to Consumer, Local Pro must promptly cancel the Project in the Local Pro App and contact Pro Xtra Support at 1-800-759-2070 to further discuss any outstanding payment due from the Consumer. Local Pro credits will be deducted from the Local Pro’s account for all passed and cancelled Job Requests by the Local Pro. The Referral Service reserves the right in its sole discretion to change the cancellation terms and conditions herein, including charging Local Pro a cancellation fee for any cancelled Job Requests, which fee may be increased or decreased in our sole discretion from time to time.  The Referral Service further reserves the right to suspend, modify, or terminate Local Pro’s enrollment in the Direct Jobs Benefit and/or the Local Pro program if Local Pro cancels three Projects, in accordance with the terms of this Agreement.

b.     Cancellation by Consumer.  A Consumer may cancel a Job Request through the Website or the Home Depot Customer Care at any time as follows: (1) a Consumer may cancel a Job Request before their scheduled appointment time, and Local Pro’s credits associated with that Job Request will be reinstated in Local Pro’s account; (2) a Consumer may cancel a Job Request during their scheduled appointment time but before the Local Pro has provided any work or services to Consumer, and Local Pro’s credits associated with that Job Request will be reinstated in Local Pro’s account; and (3) a Consumer may cancel a Job Request during their scheduled appointment time but after the Local Pro has begun providing work or services to Consumer, and Local Pro credits associated with the Job Request will be deducted from Local Pro’s account - the Local Pro must negotiate payment for completed work or services with the Consumer and promptly contact Home Depot Customer Care to advise of the Final Project Cost. If a Consumer fails to meet the Local Pro at the Consumer’s job site, the Job Request is automatically considered to be cancelled by the Consumer and Local Pro must promptly notify Pro Xtra Support; Local Pro’s credits associated with that Job Request will be reinstated in Local Pro’s account. If a Consumer cancels or returns the Home Depot product order that is associated with the Job Request, the Job Request will be automatically cancelled and the Local Pro will receive a notification from the Referral Service and Local Pro’s credits associated with that Job Request will be reinstated in Local Pro’s account. There is currently no cancellation fee or hourly minimum charged to Consumers who cancel Job Requests and the Local Pro is not entitled to a cancellation fee.  When a Consumer cancels a scheduled appointment through the Website or the Home Depot Customer Care, Local Pro will receive an email notifying them of the cancellation.

3.5 Taxes

Local Pro is responsible for paying all applicable federal, provincial, territorial, local, and municipal taxes, fees, levies, imposts, assessments, and/or charges, including any sales, use, value added, excise, or business and occupation taxes, fees, levies, imposts and/or other governmental charges (including GST/HST and QST/PST, as applicable) (collectively, “Sales Taxes”), and any other costs the Local Pro incurs that is associated with materials and services used to complete the jobs for a Consumer, and for completing any applicable Sales Tax filing and/or reporting requirements within the applicable deadlines.

Local Pro represents and warrants that Local Pro is registered for purposes of the Excise Tax Act (Canada), and for purposes of any applicable provincial sales tax legislation. Local Pro covenants to provide Home Depot with their GST/HST Account Number, and any applicable registration or licensing numbers issued pursuant to provincial sales tax legislation.  Local Pro further covenants to notify Home Depot of any changes to its registration status under the Excise Tax Act (Canada), and any applicable provincial sales tax legislation, during the term of this Agreement.

Except as otherwise required under any applicable provincial sales tax legislation, in which case Home Depot shall follow all such applicable legislative and administrative requirements, neither Home Depot nor any of its affiliates will remit any Sales Taxes or will pay any income, capital gain, payroll, or other taxes or withholding taxes or deductions at source (collectively with Sales Taxes, “Taxes”) in respect of any Pro Xtra Program amounts received by a Local Pro in any jurisdiction. You acknowledge and agree that in connection with your use of the Pro Xtra Program, you are required to comply with federal and provincial income and sales tax legislation and that you will be solely responsible for the timely reporting, filing, and payment of such Tax and any interest or penalties, and you covenant and agree to do so within any applicable deadlines. Any applicable GST/HST or QST/PST collected through the Payment Coordination Service that is received by the Local Pro pursuant to Section 3.1(b) must be reported and remitted to the appropriate Taxation Authority. In no case will any additional compensation be paid to a Local Pro by us for Taxes.

Neither Home Depot nor any of its affiliates shall be held responsible for any breach of the Local Pro's Tax obligations, it being specified that neither Home Depot nor any of its affiliates shall be held jointly and severally liable for Taxes, interest on overdue Taxes, or for any penalties or fines that would be owed by the Local Pro. A Local Pro’s account may be deactivated or its use limited upon a determination from the Canada Revenue Agency and/or provincial tax authorities (a “Taxation Authority”) that such Local Pro has failed to comply with Tax obligations. If it is later determined by a Taxation Authority that we should have withheld and/or paid Tax but did not withhold or pay such Tax, then you shall repay to us the applicable Tax as requested by us and hold us harmless from any penalties or interest thereon. You further agree to indemnify and hold Home Depot and any of its affiliates and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with any claims by the Taxation Authority for any Taxes related to your use of the Pro Xtra Program.

Neither Home Depot nor any of its affiliates makes any representation or warrantee regarding the Tax consequences to the Local Pro of participating in the Pro Xtra Program or otherwise in connection with this Agreement, which are the sole responsibility of the Local Pro. You are strongly urged to consult with your own tax advisors in this regard prior to participating in the Pro Xtra Program and entering into this Agreement.

4. Term/Termination/Modification

4.1 Termination of Account by Local Pro

Local Pro may terminate its enrollment in the Direct Jobs Benefit and/or its Local Pro account at any time, for any reason. To terminate a Direct Jobs Benefit enrollment or an account, Local Pro must email notice of termination to localpro@homedepot.com. Local Pro's Direct Jos Benefit enrollment and/or account (as applicable) will be disabled within 14 days of receipt of termination notice and any credits associated with the account will be declared void, subject to applicable law.

4.2 Termination of Account by Home Depot

Home Depot may terminate the Local Pro’s account and/or Local Pro’s enrollment in the Direct Jobs Benefit at any time, with or without cause, by sending notice to Local Pro at the email address provided in the account registration. Home Depot’s termination of an account and/or enrollment in the Direct Jobs Benefit is effective immediately. If Home Depot terminates Local Pro’s account and/or Local Pro’s enrollment in the Direct Jobs Benefit, Local Pro will not receive any further Job Requests as of the date of termination and any credits associated with the account will be declared void, subject to applicable law. See Section 2.2 for further details.

4.3 Referral Service Modification

Home Depot reserves the right to cancel, suspend, modify or amend any part of the Referral Service or these Terms of Service at any time. Without limiting the generality of the foregoing and to the fullest extent permitted by applicable law, Home Depot reserves the right to amend, notably: (i) the Local Pro Referral Service (including the Direct Jobs Benefit) eligibility, registration, or membership requirements; (ii) the method of calculating or defining Tiers or credit values, including without limitation the Referral Services or other benefits available at each Tier value; (iii) the method of calculating or awarding Vertical referrals or of allocating Job Requests; (iv) to the extent permitted by applicable law, establishing and enforcing time limits and expiry periods on the collection, redemption, and usage of credits; (vi) any dates, timelines or time periods relevant to these Terms of Service; and (viii) any other aspect of the present Terms of Service.

Should we make such an amendment, we will post the changes to these Terms of Service, where required by law or at our discretion, at least thirty (30) days before the amendment comes into effect, and will indicate at the top of this page the date the Terms of Service were last revised.

In addition, where required by law or at our discretion, we will provide notice of such amendment to Local Pros using email and/or your mailing address, or any other contact information we have for you in our discretion. Where required by law, this notice will be provided between ninety (90) and sixty (60) days before the amendment comes into effect (or such other period as may be required or permitted by applicable law) and will set out, where required by law, the new clause, or the modified clause and how it read formerly, and the date on which the amendment will come into effect. You may refuse the amendment and rescind, or cancel your participation in the Referral Service without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than thirty (30) days after the amendment comes into force, using the information in the notice. To the fullest extent permitted by applicable law, your continued participation in the Referral Service after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, the terms the Referral Service, as revised.

Home Depot also reserves the right to terminate the Referral Service, or any part thereof (including, without limitation, the Direct Jobs Benefit and/or the Payment Coordination Service), at any time. Should we do so, where required by law or at our discretion, we will provide notice of same to Local Pros at least sixty (60) days before the termination comes in to effect (or such other period as may be required by applicable law). If Home Depot terminates the Referral Service, or the portion of the Referral Service giving rise to any benefits (including without limitation, any Vertical referral, credit, or other reward or benefit), then at our discretion and where permitted by law, such benefits (including without limitation, any Vertical referral, credit, or other reward or benefit), may also be terminated, and any such benefits accumulated prior to termination may expire in Home Depot’s sole discretion and to the fullest extent permitted by applicable law. 

5. Indemnification

5.1 Local Pro Indemnification

The Local Pro will indemnify, defend and hold harmless Home Depot and its owners, parents, officers, shareholders, affiliates, subsidiaries, associates, directors, employees, subcontractors and agents (collectively, the “Indemnitees”) from and against, any losses, liabilities, claims, assessments, causes of action, lawsuits, judgments, civil penalties, damages and expenses suffered including reasonable legal fees (“Claims”), resulting from or arising out of: (a) any act or omission of the Local Pro, except to the extent such loss is caused solely by Home Depot’s negligence; (b) Local Pro’s content, messages, double-blind emails, photos, or Profiles (collectively, “Content”) or posts, or other information provided or made available by Local Pro (including any alleged infringement or misappropriation of a third party’s intellectual property rights in connection therewith); or (c) any loss claimed by Local Pro Personnel against Home Depot in relation to a Job Request. In the event that Home Depot pays any amount to a third-party related to a Claim for which the Local Pro owes Home Depot a duty of defense or indemnification, Local Pro agrees to reimburse Home Depot all such amounts paid plus any and all related costs and expenses, including reasonable legal fees, incurred by Home Depot. Home Depot does not assume and will not be liable for any Taxes which may be or become payable by Local Pro including any taxes resulting from or arising as a consequence of Local Pro’s participation in the Pro Xtra Program or otherwise in connection with this Agreement, and Local Pro will indemnify and save harmless the Indemnitees from and against all such Taxes.

Local Pro agrees to cooperate with Home Depot in order to defend against any Claim that might arise including, without limitation of the foregoing any assessment of Taxes.  Such cooperation shall include the timely provision of documents and information requested by Home Depot.  Local Pro shall provide notice of any administration and enforcement activity related to the Local Pro’s use of the Referral Service, including, without limitation tax audits relevant to the Local Pro's activities.

5.2 Home Depot’s Right to Assume Defense

Notwithstanding any other provision herein, and without limiting Local Pro’s obligation to fully indemnify Home Depot under this Agreement, Home Depot reserves the absolute right to assume the defense of any Claim against Home Depot. In the event that such claim is within the scope of Local Pro’s indemnification obligation, Local Pro agrees to reimburse Home Depot any and all costs and expenses, including reasonable legal fees, incurred in the defense of such Claim.

5.3 No Settlement Without Consent

Local Pro will not enter into any settlement or compromise of a Claim that would result in the admission of any liability, create any financial liability, or that would subject Home Depot to injunctive relief or otherwise bind, restrict or commit Home Depot without first obtaining Home Depot’s prior written consent.

5.4 Participating in the Defense

Home Depot has the right, but not the obligation, to participate, as it deems necessary, in the handling, adjustment or defense of any claim. If Home Depot reasonably determines that defenses are available to it that are not available to Local Pro, and if raising such defenses would create a conflict of interest for the counsel defending the Claim, Home Depot will be entitled to retain separate counsel, at Local Pro’s expense, to raise such defenses.

6. Disclaimers, Limitations and Release

6.1 Disclaimer of Warranties, Representations and Conditions

HOME DEPOT MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT THE SUITABILITY OF THE MATERIALS ON THIS WEBSITE FOR ANY PURPOSE OR LOCAL PRO’S PARTICIPATION, BENEFITS, USE OR EXPECTATIONS CONCERNING LOCAL PRO’S WEBSITE, BUSINESS PLATFORM OR SERVICES. ALL SUCH MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EXPRESSED, IMPLIED OR COLLATERAL. HOME DEPOT SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, TITLE AND NON-INFRINGEMENT. HOME DEPOT SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS WEBSITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THIS WEBSITE. YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK.

6.2 Limitation of Liability

The Referral Service and Payment Coordination Service may be temporarily unavailable from time to time for maintenance or other reasons. 

IN NO EVENT SHALL HOME DEPOT, ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, THE MATERIALS IN THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, LOCAL PRO POSTS OR CONTENT), THE DELAY OR INABILITY TO USE THIS WEBSITE, OR OTHERWISE ARISING IN CONNECTION WITH THIS WEBSITE, INCLUDING WITHOUT LIMITATION, THE THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF THE WEBSITE, ANY PROBLEMS WITH, OR TECHNICAL MALFUNCTIONS OF, TELEPHONE NETWORKS OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, VIRUSES, TROJAN HORSES OR BUGS, TRAFFIC CONGESTION ON THE INTERNET OR ANY WEB SITE, INCLUDING THE WEBSITE, DAMAGE TO A LOCAL PRO’S OR OTHER PERSON’S SYSTEM OCCASIONED BY PARTICIPATION, DOWNLOADING OR UPLOADING OF MATERIALS PURSUANT TO THIS AGREEMENT, OR TECHNICAL, PICTORIAL, TYPOGRAPHICAL, OR EDITORIAL ERRORS OR OMISSIONS ON THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME PROVINCES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION MAY NOT APPLY IN THOSE PROVINCES AND/OR JURISDICTIONS.

6.3 Release

IN EXCHANGE FOR THE REFERRAL SERVICES PROVIDED BY THE REFERRAL SERVICE AND THE GRANT OF ACCESS TO THE WEBSITE, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED BY LOCAL PRO, LOCAL PRO EXPRESSLY AGREES TO RELEASE HOME DEPOT (AND ITS OFFICERS, DIRECTORS, AFFILIATES, PARENT COMPANIES, EMPLOYEES AND AGENTS) FROM ANY CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE WEBSITE, THE REFERRAL’S SERVICE, THE PAYMENT COORDINATION SERVICE, OR ANY DISPUTE LOCAL PRO HAS WITH ANY CONSUMER OR OTHER LOCAL PRO.

7. Website Content

7.1 Copyright

This Website and the material within it, with exception of content posted by users, are © Home Depot International, Inc. ("Home Depot International"). Viewing this Website creates a copy of the Website’s materials in your computer’s random access memory and/or your hard drive and/or in your proxy server.

7.2 User License

Home Depot and Home Depot International jointly grant Local Pro permission to view this Website and to print individual pages from this Website solely in connection with Local Pro’s participation with the Referral Service, provided that Local Pro agrees to and accepts without modification the notices, terms and conditions set forth in this Agreement. You may not modify, copy (except as set forth in the preceding sentence), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, material, software, products or services from this Website. You represent and warrant that you will not use this Website for any purpose that is unlawful, immoral or prohibited by these terms, conditions and notices.

7.3 Trademarks

The trademarks, service marks, and logos (the “Trademarks”) used and displayed on this Website are registered and unregistered Trademarks of Home Depot International and others. Nothing on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Website, without the prior written permission of the Trademark owner. Home Depot International aggressively enforces its intellectual property rights to the fullest extent of the law. Home Depot permits the Local Pro to reference the terms “Home Services” and “Local Pro” (each “Permitted Terms”) in communications with Consumers only for the purpose of informing such Consumers that Local Pro uses the Referral Service, provided all such communications comply with (1) the terms and conditions of this Agreement including, without limitation, the requirement that Local Pro inform the Consumer that Local Pro is acting on Local Pro’s sole behalf and is not a representative or agent of Home Depot or any of its affiliates; and (2) any directions, policies, and guidelines provided to Local Pro or otherwise published by Home Depot from time to time. Except as permitted in this Section 7.3., Local Pro is prohibited from using or publically displaying any Trademark of Home Depot International, including the names of Pro Referral, Pro Xtra, Local Pro, Direct Jobs, and Home Services, and any designs or logos used with such Trademarks, or other formatives, in any way, including advertising or publicity pertaining to distribution of materials of this Website, or holding out that Local Pro is in any way involved with, or related to, Home Depot, without the prior, written permission from Home Depot. Other product and company names mentioned in this Website may be the trademarks of their respective owners. Local Pro shall immediately cease referencing the Permitted Terms and otherwise holding out that Local Pro is in any way involved with, or related to, Home Depot on the earlier occurrence of: (1) termination of Local Pro’s registration in the Referral Service for any reason, including pursuant to this Agreement; and (2) Local Pro’s receipt of written notification from Home Depot.

7.4 Links to Third Party Sites

This Website may contain links to websites owned or operated by parties other than Home Depot. Such links are provided for your reference only. Home Depot does not control outside sites and is not responsible for their content. The Website’s inclusion of links to an outside site does not imply any endorsement of the material on the website or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does the Website’s inclusion of the links imply that Home Depot is authorized to use any trade name, trademark, logo, legal or official seal or copyrighted symbol that may be reflected on the linked website.

7.5 Reliance on Content

Opinions, advice, statements, ratings, reviews, offers, or other information or user content made available through the Website, but not directly by the Website, are those of their respective authors and should not necessarily be relied upon. Such authors are solely responsible for such content. Home Depot does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Website; or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, rating, review, or statement made by any party that appears on the Website. Under no circumstances will Home Depot or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Website or transmitted to or by any users. Content on this Website may be changed from time to time without notice.

7.6 Information Provided to the Website

The Local Pro agrees that all of the content and information posted on the Website, including but not limited to Profiles, screening information, ratings and reviews (including any ratings and reviews or other Content posted by you), and Project Pictures, is the sole and exclusive property of Home Depot or the party posting such content. In the event that Local Pro provides Home Depot with any feedback regarding the Referral Service or the Website, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the service or the Website ("Feedback"), Local Pro hereby assigns to Home Depot all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.

7.7 Improper Use

If Home Depot determines or suspects, in its sole discretion, that Local Pro is misusing or attempting to misuse or circumvent the Referral Service (including without limitation, the Payment Coordination Service), the Website or their systems, or is using or attempting to use such for any inappropriate or unlawful purposes, including but not limited to activities such as: hacking; infiltrating; fraud; advertising; jamming; spamming; masking your IP address; uploading files or scripts that may damage the Website or Consumer’s devices; using a robot, spider, meta tag, hidden text, or other process to data-mine, data-crawl, scrape, collect, transmit, download or index the Website or any information contained on the Website; frame or utilize framing techniques to enclose the Website; journalistic, or investigative purposes; and other uses in violation of this Agreement, Home Depot reserves the right, in its sole discretion, to immediately terminate Local Pro’s access and/or registration without notice and to initiate without notice appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.

7.8 Local Pro Posted Content

The Local Pro is solely responsible for the Content that it publishes or displays on the Website or transmits to Consumers or other users (hereinafter “posts”), or that Home Depot publishes or displays at Local Pro’s request on the Website. A Local Pro will not post on the Website, or transmit to Consumers or other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). The Local Pro will not provide inaccurate, misleading or false information to Home Depot or to any Consumer or other user. If information provided to Home Depot or another user subsequently becomes inaccurate, misleading or false, Local Pro will promptly notify Home Depot of such change.

Home Depot may review and delete any Content, in each case in whole or in part, that in the sole judgment of Home Depot violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm or threaten the safety of Consumers or other users.

By posting Content to any public area of the Website, Local Pro automatically grants, and represents and warrants that it has the right to grant, to Home Depot, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, sell, rent, lease, display, reproduce, adapt, modify and distribute such information and Content and to prepare derivative works of, or incorporate into other works, such information and Content, and to grant and authorize sublicenses of the foregoing. Local Pro further represents and warrants that public posting and use of its Content by Home Depot will not infringe or violate the rights of any third party.

Content that is illegal or prohibited on the Website includes, without limitation, Content that:

• is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
• harasses or advocates harassment of another person;
• involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming";
• promotes information that you know is false or misleading (including with respect to the identity of the party who will perform work);
• promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
• contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
• provides material that exploits people under the age of majority in a sexual or violent manner, or solicits personal information from anyone under the age of majority;
• provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
• solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
• engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; and
• violates provincial and/or local consumer protection laws.

Local Pro’s use of the Website, including but not limited to the Content it posts on the Website, must be in compliance with any and all applicable laws and regulations. All information Local Pro includes in its account information and Profile(s) must be accurate, current and complete. Home Depot reserves the right to investigate and terminate your membership if you misuse the Website or behave in a way which could be regarded as inappropriate, unlawful or illegal.

Project Pictures taken by Local Pros for submission to the Website pursuant to Section 3 herein, may not be used by the Local Pros for any other purpose and must be promptly deleted from Local Pros systems following submission to the Website.

8. Miscellaneous

8.1

This Agreement may be changed from time to time, and you agree to be bound by any changes that are posted on the Website or which are otherwise communicated to you.

8.2 Privacy

Use of the Website,  the Referral Service, and the Payment Coordination Service is also governed by The Home Depot Privacy and Security Statement. Home Depot’s Home Services may collect, use and disclose your personal information as described in The Home Depot Privacy and Security Statement and, additionally, as described in this Agreement, including in Section 2.4 and this Section 8.2. You acknowledge and agree that we may collect, use, and disclose your personal information, including your name, image, and likeness, in accordance with this Agreement and The Home Depot Privacy and Security Statement.

If you register as a Local Pro, we may obtain the results of your background check conducted by our background check service provider and use such results for determining your eligibility to participate in the Referral Service.

Local Pro acknowledges and agrees that the Local Pro App will track Local Pro’s location in real time when they select “On My Way” in the Local Pro App and will communicate to the Consumer the Local Pro’s estimated arrival time at Consumer’s premises.

Your Business Information (defined below) is not necessarily considered personal information and in most cases is not subject to privacy laws or The Home Depot Privacy and Security Statement. Nonetheless, we have provided some information on how we use your Business Information so you may better understand the Referral Services. If you create a Profile, you have the opportunity to provide additional information such as your business name, logo or avatar, credentials and qualifications, year of business establishment, as well as links to your personal web site, if you have one and any other information that is used for the purpose of communicating or facilitating communication with you in relation to your business ("Business Information"). You may also upload a photograph portfolio of your previous work. If Local Pro is eligible to enroll in the Direct Jobs Benefit, Local Pro will have the opportunity to provide Business Information and payment information during the enrollment process.

We may supplement or modify the Business Information to conform to our editorial policies or to add information from your website, materials that you supply to us, or publicly available sources. When you respond to a Consumer's Job Request, all of the Business Information is displayed to the Consumer making such Job Request. Providing additional information beyond what is required at registration is entirely optional, but may enable you market your services more effectively and potentially win more jobs.

To the extent permitted by applicable law, Local Pros will receive transactional emails, notifications on your mobile phone, and push notifications on the Local Pro App regarding Local Pro’s registration with the Referral Service and the Payment Coordination Service, as applicable, the Website, and Consumer Job Requests.  Local Pro agrees to ensure transactional emails and SMS notifications are received by Local Pro and to keep Local Pro App notifications on in order to ensure Local Pro meets its obligations under this Agreement.

We may share your personal information and Business Information with Consumers requesting services through the Referral Service. Sharing this information with Consumers helps them to assess Local Pro quality and select the Local Pro to perform the service they need done. The information we share is generally the information in your Profile, with the exception of your address, contact phone number, mobile phone number, and email address. In addition, we share the quote you submitted on the Job Request and any additional information you choose to provide to the Consumer such as appointment start times, private notes, and questions about the Service Job Request. If you quote on a job and your quote is selected by the Consumer, the Referral Service will share your address, contact phone number, and email address with the Consumer in order to facilitate communication about the scheduled job.  If you are enrolled in the Direct Jobs Benefit, we will share your address, contact phone number, and email address with the Consumer if you accept the Job Request.

By registering as a Local Pro, you agree that the Referral Service may provide your information to a Consumer who has submitted a Job Request, may use your information as necessary to facilitate a Job Request, and may use your information and share it with any of its affiliated companies in accordance with this Agreement and The Home Depot Privacy and Security Statement.

If Local Pro provides, or the Referral Services requires, any of the foregoing personal information or Business Information with respect to Local Pro’s Personnel, then Local Pro will ensure that such persons have consented to the collection, use and disclosure of such information in accordance with this Agreement and The Home Depot Privacy and Security Statement.

8.3 Relationship of the Parties

Consumers contract directly with Local Pros.  Home Depot and its affiliated companies provide only a referral service to Local Pros, and for those Local Pros enrolled in the Direct Jobs Benefit, a Payment Coordination Service. In no event will Home Depot, its Referral Service, or its Payment Coordination Service be considered a general contractor, construction manager, project manager, joint employer, joint venturer, agent, or partner of Local Pro, Local Pro Personnel, or any of their affiliates or respective personnel, and Home Depot expressly disclaims any agency or authority to act on behalf of the Local Pro of Local Pro Personnel. 

Local Pro shall at all times employ or engage all Local Pro Personnel in compliance with all applicable provincial statutes and regulations governing labour and employment matters, including, without limitation, all applicable employment standards, labour relations, employer health tax, income tax, human rights, accessibility, privacy, occupational health and safety and workers' compensation statutes and regulations, as well as all applicable federal laws (and their provincial equivalents, as applicable) including, without limitation, federal laws related to Canada Pension Plan, employment insurance and income tax, and shall obtain and maintain all governmental authorizations, permits, licenses or approvals required by applicable laws in relation to the employment or engagement of Local Pro Personnel.

8.4 References to Local Pros

Any reference to Local Pro refers to Local Pro and Local Pro’ Personnel equipment, facilities and resources used by Local Pro, regardless of whether Local Pro owns, operates or controls said equipment, facilities or resources.

8.5 The Home Depot Installer

(a) Agreements. In the event that Local Pro is also an authorized service provider of Home Depot (“Home Depot Installer”) and participates in any formal integrated program offered by Home Depot (an “Other Service”), Local Pro expressly agrees that with respect to Projects that are within the service program type(s) that Local Pro performs for such Other Service (“THD Services”), Local Pro shall comply with the terms and conditions of its service provider agreement (“SPA”) with Home Depot in respect of such Other Service in addition to this Agreement. In the event of any conflict between this Agreement and the SPA, the SPA shall govern with respect to Local Pro’s THD Services. In all other respects, this Agreement shall stand in full force and effect.

(b) Benefits. Home Depot Installers are identified on www.homedepot.ca as being authorized and guaranteed providers for Home Depot Services. Home Depot Installers are provided with the opportunity to be selected by a Consumer on each Job Request that falls within the scope of the Home Depot Installers’ SPA with Home Depot.

(c) Becoming a Home Depot Installer. Local Pros who wish to become a Home Depot Installer may contact The Home Depot to learn more and may submit their information for consideration at www.homedepot.ca

8.6 Non-Exclusivity

This Agreement is non-exclusive and Home Depot may provide the Referral Service to any other Local Pro. Similarly, Local Pro may use referral services of any other business similar to the Referral Service.

8.7  Assignment

Local Pro may not assign this Agreement or any Job Request or Project without the express written consent of Home Depot.

8.8  Validity

If any part or parts of this Agreement are held to be invalid, the remaining parts of this Agreement will be valid and enforceable.

8.9  Choice of Law

You agree that this Agreement, your use of the Referral Service and your use of the Website shall be governed by, and interpreted in accordance with, the applicable laws of the Province of Ontario and the federal laws of Canada. By using the Website and the Referral Service you expressly agree that any dispute, controversy or claim arising out of or relating to this Agreement, your use of the Referral Service or your use of the Website (“Dispute”) regarding the interpretation of this Agreement, or otherwise arising out of this Agreement, the use of the Referral Service or the use of the Website, shall be governed by the applicable laws of the Province of Ontario and the federal laws of Canada.

8.10 Dispute Resolution

Any Dispute shall be resolved in accordance with the terms and conditions set out in this section 8.10. If a Dispute arises, you shall provide us with notice of the Dispute in writing by sending a letter to Home Depot of Canada Inc., 400-1 Concorde Gate, Toronto, Ontario, M3C4H9, Attention: Legal Department (“Notice of Dispute”) at least thirty (30) days before initiating one of the Dispute Resolution Methods, as defined below, so that we may make best efforts to cooperate in good faith to resolve the Dispute. For clarity, Dispute has the broadest possible meaning, and includes, without limitation, disputes based upon contract, tort, fraud and other intentional torts, agency, statute or constitution, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief), and includes claims, counterclaims, cross-claims, and third-party claims, as well as disputes in the past, present, or future.

If the Dispute is not resolved within thirty (30) days of receipt by Home Depot of the Notice of Dispute, the Dispute shall be referred to one of the following dispute resolution methods: (a) the Small Claims Court of the Superior Court of Justice (“Court”), if the amount claimed is $35,000 or less and otherwise falls within the Court’s jurisdiction; or (b) final and binding arbitration in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991 c. 17 (Ontario) or any successor legislation enforced in the Province of Ontario (“Arbitration”), in the case of any other Dispute (collectively, the “Dispute Resolution Methods”). In Quebec, the definition of “Court” shall be the Small Claims Division of the Court of Quebec if the amount claimed is $15,000 or less, and otherwise falls within either the jurisdiction of the Court of Quebec or the Superior Court of Quebec.

Where a Dispute is referred to Arbitration, the Arbitration shall be (a) seated and take place in Toronto, Ontario; (b) conducted in the English language by a sole arbitrator appointed by mutual agreement; and (c) carried out in accordance with the Expedited Arbitration Rules effective March 29, 2017 of the Canadian Arbitration Association.

Each party shall bear its own costs, fees, and expenses associated with any arbitration, except that the parties agree to split equally the costs and expenses of the arbitrator.

Any and all information exchanged and disclosed during the process of resolving a Dispute, including providing the Notice of Dispute, shall be kept private and confidential, save and except for information disclosed as part of the Court record. The Arbitration shall be conducted on a private and confidential basis.

One Year Limitation.  Local Pro shall not bring any claims, Disputes (including payment disputes), civil action or Arbitration against Home Depot more than one (1) year after the date of the event giving rise to such dispute.

8.11 No Third Party Beneficiaries

No Third Party Beneficiaries. Except as otherwise set forth expressly herein, nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than Home Depot and the Local Pro, any benefit, right or remedy.

8.12  Mobile and Wireless Data Usage

Local Pro’s use of mobile and wireless data is subject to the terms of your subscriber agreement or data service plan with your provider and you may incur charges from your provider for text messages, phone calls, email communications, and transferred data. Local Pro is solely responsible for these charges.

8.13  Other

Credits have no cash value and cannot be purchased.

Upon the bankruptcy filing or dissolution of a Local Pro (including the death of a sole proprietor), any credits will be deemed void and enrollment in the Referral Service will be terminated.

8.14 Survival

The following provisions shall survive termination of the Agreement: 1.5, 2.5, 3.2, 3.3, 3.5, 5.1, 5.2, 5.3, 5.4, 6, 7.1, 7.3, 7.5, 7.6, 7.7, 7.8, 8.1, 8.2, 8.6, 8.7, 8.9, 8.10, 8.11, 8.12, 8.13 and the Pro Xtra Program Terms & Conditions and the Pro Xtra Premier Terms & Conditions.

See here for details on Home Depot’s Pro Xtra Program.