This National Roof Certification and Inspection Association (“NRCIA”) Membership Agreement (the “Agreement”) sets forth the legal terms governing your participation, as a member, in the membership program made available by the NRCIA membership program (the “Membership Program”). The Membership Program includes NRCIA-authorized inspection and certification programs relating to roof systems and other building components, including exterior elevated elements, as may be offered by NRCIA from time to time. You and the NRCIA are each a “Party” to this Agreement and collectively referred to as the “Parties”.
NOW, THEREFORE, the parties agree as follows:
1. Membership and Payment
1.1 Membership Ranks. The Membership Program consists of multiple membership ranks (each a “Membership Rank”) as established by NRCIA from time to time. The rights, privileges, permissions, and eligibility criteria associated with each Membership Rank shall be determined by NRCIA and may be modified at its discretion.
1.2 Membership Designation. In selecting and submitting your chosen membership designation for subscription and purchase, you shall designate the Membership Rank for your Membership and select either a one-year or a three-year membership subscription term (the “Membership Term”) with either a due-upon-receipt, monthly, or quarterly payment schedule (the “Payment Schedule”).
1.3 Membership Benefits. Members are entitled to access certain benefits, privileges, programs, intellectual property licenses, technology platforms, marketing tools, educational resources, and lead opportunities associated with their selected Membership Rank (collectively, the “Membership Benefits”), as made available by NRCIA from time to time. NRCIA reserves the right to modify, expand, reduce, replace, suspend, or discontinue any Membership Benefits at its discretion. Access to certain Membership Benefits may require compliance with specific standards, completion of required education, payment of applicable fees, or acceptance of supplemental terms. No specific benefit, feature, tool, or program is guaranteed for any fixed duration unless expressly stated in a separate written agreement signed by NRCIA.
1.4 Membership Dues and Fees. You agree to pay the membership dues associated with your selected Membership Rank, Membership Term, and Payment Schedule as set forth in NRCIA’s then-current pricing schedule (the “Membership Dues”). The applicable Membership Dues will be disclosed to you at the time of enrollment or renewal and incorporated by reference into this Agreement. You further agree to pay all applicable fees associated with leads, publishing inspection reports, certifications, software usage, or other services as set forth in NRCIA’s then-current fee schedule (the “Membership Fees”). Such Membership Fees shall be due upon receipt of a lead, publication of an inspection report, issuance of a certification, or as otherwise invoiced.
1.5 Effective Date. This Agreement shall be effective upon the date on which you selected and submitted your chosen membership designation for subscription and purchase.
1.6 Right to Modify. NRCIA reserves the right to establish, modify, suspend, or discontinue Membership Ranks, Membership Terms, Payment Schedules, Membership Benefits, pricing, programs, features, incentives, technology platforms, lead programs, or other offerings at its discretion.
1.7 Lifetime Membership Dues and Fees. All Membership Dues and Membership Fees associated with the Membership Rank, Membership Term, Payment Schedule, and services selected at the time of enrollment shall remain unchanged during the lifetime of your chosen membership designation, unless you voluntarily change your Membership Rank, Membership Term, Payment Schedule, or elect to participate in additional programs, services, or offerings introduced by NRCIA after your enrollment.
1.8 Auto-Pay. If you selected the monthly or quarterly Payment Schedule, you will be automatically charged Membership Dues after the initial payment for each subsequent month or quarter, respectively, according to your selected Payment Schedule for the duration of your selected Membership Term.
1.9 Auto-Renewal. This Agreement shall automatically renew for successive terms equal to your selected Membership Term unless cancelled in accordance with this Agreement. Upon renewal, you agree to pay the Membership Dues and applicable Membership Fees then in effect for your selected Membership Rank, Membership Term, and Payment Schedule. Pricing upon renewal is subject to Section 1.7 (Lifetime Membership Dues and Fees).
1.10 Payment Authorization and Delinquency. You authorize NRCIA (and its payment processors) to charge the payment method on file for Membership Dues and Membership Fees in accordance with your selected Payment Schedule and any invoices issued under this Agreement. If a payment is declined, reversed, or otherwise fails, NRCIA may reattempt the charge and may suspend Membership Benefits, platform access, lead routing, certification issuance privileges, or use of NRCIA Marks until all amounts due are paid. You remain responsible for all amounts due and any reasonable costs of collection permitted by law.
1.11 Chargebacks. You agree not to initiate a chargeback or payment dispute for any undisputed amounts owed under this Agreement. If you initiate a chargeback or payment dispute, NRCIA may suspend your access to Membership Benefits and NRCIA-related services pending resolution. You will be responsible for any fees, penalties, or costs incurred by NRCIA as a result of a chargeback to the extent permitted by law.
1.12 No Guarantee of Revenue or Benefit Level. NRCIA does not guarantee any specific level of revenue, leads, inspection volume, certification issuance, business growth, marketing results, or return on investment. Membership provides access to tools, processes, intellectual property, and opportunities, but results depend upon the member’s independent effort and market conditions.
1.13 Optional Programs, Incentives, or Guarantees. From time to time, NRCIA may offer optional programs, incentives, or guarantees subject to separate written terms and registration. Participation in such programs is governed exclusively by the applicable program agreement.
2. Intellectual Property
2.1 Trademarks and Service Marks. Registered or unregistered NRCIA trademarks and service marks include, but are not limited to, the NRCIA logo (the “Logo”), LeakFREE®, Got Leaks?®, Today’s Inspection – Tomorrow’s Protection®, Mr. Roof Check®, Roof Certification PLUS®, Certification PLUS®, Forensic ROOF®, StormCHECK™, Roof Assurance®, NRCIA Forensic®, NRCIA Affiliate® badge, Certified Roof Inspector® badge, Forensic Roof Inspector® badge, NRCIA Authorized Company® badge, Member badge, Professionally Accredited badge, and Professional badge (the “Marks”).
2.2 Recognition of Ownership. Leslie Watrous or the NRCIA is the sole owner of the Logo and the other Marks. Your use of the Logo and Marks acknowledges Mr. Watrous’ or NRCIA’s ownership of the Logo and Marks.
2.3 License Usage. If you are a member of NRCIA in good standing, and subject to your Membership Rank and compliance with this Agreement, NRCIA grants you a limited, non-exclusive, non-transferable, revocable license to use the Logo and other Marks identified in Appendix B solely in connection with NRCIA-related services authorized for your Membership Rank. Your use of the Logo and other Marks is strictly subject to the terms of this Agreement and any applicable brand standards, usage guidelines, or policies issued by NRCIA from time to time. Eligibility to use specific Marks, designations, badges, or certifications shall be determined solely by NRCIA based upon your Membership Rank, completion of required education, compliance with applicable standards, and continued good standing. NRCIA reserves the right to modify, suspend, or revoke your license to use any Mark at any time in its sole discretion.
a) Your use of the Logo and other Marks requires that you exclusively use the NRCIA proprietary process, platform, and InspectionPLUS software to produce NRCIA inspection reports and certifications for NRCIA-authorized services.
b) You may only use the Logo and other Marks on the portion of your website or application that directly relates to the NRCIA-related services you provide. You may not use the Logo and other Marks in relation to goods or services that are unrelated to NRCIA-related services.
c) You may only use the Logo and other Marks on non-permanent surfaces and with non-permanent applications.
d) The Logo and other Marks will always stand alone and will not be combined with any other graphical elements. The Logo and other Marks will not be altered in any manner including its size (within the guideline set forth herein), proportions, font, design, arrangement, colors or elements or animated, morphed, or otherwise distorted in perspective or appearance. When sizing the Logo and other Marks, scale proportionately, with it no less than 1.5 inches wide and a resolution of at least 72 pixels per inch. You must include a minimum amount of empty space around the Logo and other Marks so as to avoid unintended associations with any other objects including, but not limited to, type, photography, borders, and edges. The required border of space around the Logo and other Marks must be at least 0.25 inches on all sides at a resolution of at least 72 ppi.
e) Even where use of the Logo and other Marks is permitted, prominently use your own marks in a manner that makes your brand or any other descriptor of your goods/services clearly distinguishable from that of the NRCIA. The Logo and other Marks will not appear more prominently than your personal, company, product, marks, or service website name.
f) All NRCIA Logos appearing on your website must directly hyperlink to the NRCIA homepage at www.nrcia.org. The link to the NRCIA homepage must always be an active link.
g) Prior to using the Logo or other Marks on your website, you must submit your website for review and approval by Mr. Watrous and/or the NRCIA.
h) The TM or SM Symbol should be prominently displayed in conjunction with any logo being used, unless otherwise directed by us to use the ® symbol. The ® symbol must always be used with the NRCIA logo. Where the Logo or other Marks are used, you must provide proper trademark attribution crediting ownership of the NRCIA marks, such as: The NRCIA name and logos are trademarks or service marks of Leslie Watrous and are used by permission of Mr. Watrous and the NRCIA.
i) You shall not transfer, assign, sell, reproduce, distribute or otherwise exploit your link to the NRCIA or your use of the Logo and other Marks.
j) You may not display, copy, modify, transmit or otherwise use the Logo or other NRCIA marks except as described in this Agreement. You may not use the NRCIA marks to show the NRCIA in any disparaging or derogatory light, or in any way that may be damaging to the NRCIA.
k) The Logo and other Marks shall not appear on any pages of websites including content or advertising relating to politics, including, but not limited to, political campaigns and candidates.
l) Use of the Logo and other Marks does not indicate or create any endorsement, approval, sponsorship or affiliation of or with your website by the NRCIA. You may not use the Logo and other Marks to imply endorsement of your products or services by the NRCIA, or in a manner that causes customer confusion. You may not misrepresent your relationship with the NRCIA or use the Logo and other Marks in any manner that is misleading. In addition to any other right that we may have to enforce the terms of this Agreement, you must promptly comply with any request that we make for you to cease use of the Logo and other Marks that the NRCIA determines is non-compliant with this paragraph.
m) The NRCIA reserves the right to take action against any use of the Logo and other Marks that does not conform to any of the conditions herein, or that infringes any intellectual property or other rights of the NRCIA or violates applicable law. All use of or goodwill associated with the Logo and other Marks will convey to the benefit of the NRCIA.
n) The Logo and other Marks are provided without warranties of any kind, express or implied, including without limitation, warranties of title of non-infringement. Use of the Logo and other Marks is solely at your own risk.
3. NRCIA-Related Services and Program Standards
3.1 NRCIA Inspections and Certifications. Subject to your Membership Rank and compliance with this Agreement, you may be permitted to conduct inspections and issue inspection reports and certifications utilizing NRCIA’s proprietary process, platform, and software (collectively, “NRCIA Inspections”). NRCIA Inspections may include, without limitation, roof inspections, exterior elevated element inspections (including decks, balconies, and walkways), LeakFREE® certifications, forensic inspections, and other property condition evaluations authorized by NRCIA from time to time. Such permissions are non-exclusive, non-transferable, and revocable. NRCIA retains sole discretion to determine eligibility for inspection privileges, certification issuance, forensic designations, and related service authorizations.
a) You shall exclusively use the NRCIA proprietary process, platform, and InspectionPLUS software to produce NRCIA inspection reports and certifications.
b) You shall agree to all applicable terms and conditions governing any NRCIA inspection report, certification, repair warranty, or related program prior to offering or issuing such services.
c) You shall not transfer, assign, sell, reproduce, distribute, or otherwise exploit your access to NRCIA Inspections, the InspectionPLUS software, NRCIA’s proprietary inspection processes, inspection reports, certifications, or related program materials.
d) You may not display, copy, modify, transmit, or otherwise use the InspectionPLUS software, NRCIA’s proprietary inspection processes, inspection reports, certifications, or related program materials except as permitted under this Agreement.
e) The NRCIA reserves the right to take action against any use of NRCIA Inspections, InspectionPLUS software, proprietary inspection processes, inspection reports, certifications, or related program materials that does not conform to this Agreement or that infringes NRCIA intellectual property rights or violates applicable law.
f) The InspectionPLUS software, NRCIA proprietary inspection processes, inspection reports, certifications, and related program materials are provided without warranties of any kind, express or implied, including without limitation warranties of title or non-infringement. Use of such materials is solely at your own risk.
g) Access to NRCIA technology platforms, reporting tools, software systems, and digital services, including but not limited to InspectionPLUS, may be provided to members as part of certain Membership Benefits. Such technology platforms may be updated, modified, replaced, suspended, or discontinued from time to time at NRCIA’s discretion. All technology platforms and software are provided without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or uninterrupted availability.
3.2 Independent Professional Responsibility. You and your Agents operate as independent professionals and independent businesses. NRCIA does not perform roof or exterior elevated element inspections, issue certifications, provide restorative services, or render professional contracting advice to consumers. Any inspections, reports, certifications, opinions, or services provided to property owners or other third parties are performed solely by you or your Agents and not by NRCIA. You acknowledge and agree that you are solely responsible for the manner in which you perform inspections, prepare reports, issue certifications, communicate findings, and perform any related services. You further acknowledge and agree that you are solely responsible for complying with all applicable laws, regulations, licensing requirements, and professional standards in the jurisdictions in which you operate. Nothing in this Agreement shall be interpreted to create any partnership, joint venture, agency, employment, franchise, or fiduciary relationship between you and NRCIA with respect to services performed for property owners or other third parties.
3.3 Certification and Inspection Responsibility. Any inspection, report, certification, opinion, or finding issued through the NRCIA process, including but not limited to roof or exterior elevated element inspections, LeakFREE® Certifications, or other property condition evaluations, is performed and issued solely by the member issuing the report or certification. NRCIA does not inspect properties, evaluate structural or roofing conditions, verify inspection findings, or independently confirm the accuracy of any report or certification issued by a member. Members acknowledge and agree that any inspection report, certification, or professional opinion provided to a property owner or third party represents the independent judgment and professional responsibility of the member issuing such report or certification. NRCIA does not guarantee the condition, performance, or safety of any roof system, deck, balcony, walkway, or other building component and does not warrant the accuracy, completeness, or conclusions of any inspection or certification issued by a member. Members further acknowledge that property owners and third parties receiving an inspection report or certification are relying solely upon the professional services and representations of the member performing the inspection. The use of NRCIA processes, designations, certifications, trademarks, or branding in connection with any inspection or certification does not constitute an endorsement, verification, approval, or guarantee by NRCIA of the condition of any roof system, exterior elevated element, structure, or property.
3.4 NRCIA Standards and Program Requirements. NRCIA may establish and modify inspection standards, certification requirements, procedures, education requirements, software requirements, and operational policies from time to time in order to maintain the integrity and effectiveness of NRCIA programs. Members agree to comply with all NRCIA standards, procedures, and program requirements as updated and communicated by NRCIA. Members may only offer or issue NRCIA Inspections, reports, and certifications for services expressly authorized by NRCIA for the member’s current Membership Rank and in accordance with NRCIA standards and program requirements. Any use of NRCIA Marks or program materials outside NRCIA-authorized services is prohibited.
3.5 Enforcement of Program Requirements. Members agree to perform inspections and issue reports and certifications in accordance with NRCIA standards, education requirements, procedures, and platform requirements established by NRCIA from time to time. NRCIA reserves the right, in its sole discretion, to suspend or revoke a member’s authorization to issue certifications or to use NRCIA designations if NRCIA determines that the member has failed to comply with NRCIA standards, procedures, education requirements, or this Agreement. Such actions relate solely to compliance with NRCIA program requirements and do not constitute verification, validation, or evaluation by NRCIA of the condition of any roof, exterior elevated element, structure, or property.
4. Education.
4.1 Requisite Completion. You shall complete all education requirements applicable to your Membership Rank within your first two (2) months of membership in order to continue accessing certain rights and privileges associated with your Membership Rank. In the event that you do not complete all education requisites according to your Membership Rank within your first two (2) months of membership, NRCIA will provide written notice, where within two (2) weeks upon receipt, you must either 1) complete all education requisites, 2) cease accessing and using certain rights and privileges associated with your Membership Rank, or 3) submit an appeal and extension request. Otherwise, NRCIA may terminate this Agreement.
4.2 Continuing Education. You may be required to complete certain continuing education requirements applicable to your Membership Rank during your subscription period. In the event that you do not complete all required continuing education courses by the end of your subscription period, you may be required to complete all continuing education courses as a condition of renewing your membership subscription.
5. Term, Renewal, Suspension, and Termination.
5.1 Term. The initial term of this Agreement shall commence on the date you selected and submitted your chosen membership designation for subscription and purchase and shall continue for a period of time equal to the selected Membership Term, unless earlier terminated according to this Agreement.
5.4 Termination by Member. You may terminate this Agreement by providing at least thirty (30) days written notice to NRCIA prior to your renewal date.
5.5 Suspension, Disciplinary Authority, and Termination by NRCIA. NRCIA reserves the right, in its sole discretion, to investigate potential violations of this Agreement, NRCIA standards, or applicable professional requirements. NRCIA may impose disciplinary actions including warnings, suspension of certifications or inspection privileges, suspension of membership benefits, or termination of membership where NRCIA determines such action is necessary to maintain the integrity of NRCIA programs. NRCIA may terminate this Agreement at any time by providing you with written notice.
5.6 Right to Customer Data. Upon termination of your membership, you may download all customer leads, inspection reports, certifications, and related records associated with NRCIA Inspections where you are the assigned member within a reasonable time, not to exceed five (5) business days.
5.7 No Refund or Proration. In the event of the Termination of this Agreement, you shall not be entitled to a refund, proration, or discount of any portion of the Membership Dues and Fees.
5.8 Post-Termination Use of Designations and Representations. Upon termination or expiration of this Agreement, all licenses granted under this Agreement, including the license to use NRCIA trademarks and certifications, shall immediately terminate. Upon termination, expiration, suspension, or non-renewal of this Agreement for any reason, you shall immediately cease representing yourself as an NRCIA member, inspector, affiliate, or certified professional and shall immediately discontinue any use of NRCIA certifications, titles, designations, badges, marks, or other indicia of affiliation with NRCIA. You shall not state, imply, or suggest that you are currently certified, accredited, authorized, endorsed, or affiliated with NRCIA. You shall not describe yourself as a “former NRCIA certified inspector” or similar designation in a manner that implies current certification or affiliation. This restriction includes, without limitation, the use of NRCIA designations, certifications, trademarks, badges, or logos in connection with advertising, websites, social media profiles, printed materials, proposals, reports, business cards, email signatures, marketing materials, or other public communications. You shall remove all NRCIA-related designations, certifications, badges, logos, and references to NRCIA membership or certification from all materials under your control within five (5) business days of suspension, termination, expiration, or non-renewal. Any continued use or representation of NRCIA certifications, titles, badges, or affiliation after termination shall constitute unauthorized use of NRCIA intellectual property and may result in legal action including injunctive relief.
6. Member Responsibilities and Conduct.
6.1 Rules and Regulations of Member. You agree that, at all times during the term of this Agreement, you and your managers, officers, directors, employees, sub-contractors, and agents (your “Agents”) shall conduct your business activities in accordance with and in compliance with all applicable federal, state, county, and local laws, regulations, ordinances, codes, and ethical and professional standards, including all applicable licensing requirements. You acknowledge and agree that it is your sole responsibility to know and adhere to all laws, regulations, and professional standards applicable to the services you provide in each jurisdiction in which you operate. Where you perform any inspection, certification, or related professional service utilizing NRCIA programs, processes, or designations, you remain solely responsible for ensuring that your services, reports, certifications, disclosures, and professional practices comply with all jurisdiction-specific requirements applicable to the location where the services are performed. You further acknowledge that NRCIA training materials, templates, software platforms, reporting formats, processes, and educational resources are designed as general professional guidance and may not reflect every jurisdiction’s legal or regulatory requirements. NRCIA does not provide legal advice and does not represent or warrant that NRCIA materials, templates, processes, or software outputs satisfy the specific statutory or regulatory requirements applicable in any particular jurisdiction.
6.2 Insurance Responsibility. Members are solely responsible for maintaining any insurance coverage required by applicable law or reasonably appropriate for the professional services they provide, including but not limited to general liability insurance and any professional liability or errors and omissions coverage applicable to inspection or consulting services. NRCIA does not provide insurance coverage for members and assumes no responsibility for determining the adequacy of a member’s insurance coverage.
6.3 Professional Conduct. You further agree that you and your Agents shall conduct your business in a professional and consistent manner reflective of NRCIA’s proprietary processes and agreements, as applicable, and values and ethics. NRCIA shall have absolute and sole discretion whether you are in compliance with this paragraph.
6.4 Inspection Records Retention. Members are responsible for maintaining appropriate records related to inspections, reports, certifications, photographs, and supporting documentation generated in connection with their professional services. Such records shall be retained for a reasonable period of time consistent with applicable laws, professional standards, and prudent business practices. NRCIA shall have no responsibility for maintaining or preserving inspection records created or retained by members. Records stored within NRCIA technology platforms remain the responsibility of the member issuing the inspection.
6.5 Confidentiality. Certain NRCIA materials, including training content, internal standards, templates, checklists, procedures, pricing logic, lead routing methods, and non-public program documentation, may be confidential (“Confidential Information”). You agree not to disclose NRCIA Confidential Information to any third party and not to use it for any purpose outside your NRCIA-related services during the term and after termination. Confidential Information does not include information that is publicly available through no breach of this Agreement or independently developed without use of NRCIA Confidential Information.
7. Limitation of Liability.
7.1 No Consequential or Indirect Damages. TO THE FURTHEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NRCIA OR ANY OF ITS MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE UNDER THIS AGREEMENT TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY ALLEGED BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT NRCIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
7.2 Maximum Liability. TO THE FURTHEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NRCIA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF MEMBERSHIP DUES PAID BY YOU TO NRCIA PURSUANT TO THIS AGREEMENT IN THE THREE (3) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7.3 If Remedy Fails of Essential Purpose. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED UNDER THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THE PARTIES ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT SUCH LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES, AND THAT THE MEMBERSHIP DUES AND FEES CHARGED BY NRCIA ARE BASED IN PART UPON THESE LIMITATIONS OF LIABILITY.
8. Indemnification. To the furthest extent permitted by law, you shall indemnify, hold harmless, and defend NRCIA and its managers, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are incurred by Indemnified Party or awarded against Indemnified Party in a judgment, administrative proceeding, or any alternative dispute resolution proceeding (collectively, “Losses”) arising out of any third-party claim alleging (a) breach or non-fulfillment of any provision of this Agreement by you or any of your managers, officers, directors, employees, agents, affiliates, or successors (collectively, your “Personnel”); (b) any negligent or more culpable act or omission of you or your Personnel (including any reckless or willful misconduct); (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of you or your Personnel (including any reckless or willful misconduct); (d) any failure by you to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of your obligations under this Agreement; or (e) any claims arising from or in any way related to certifications of any nature issued, granted, distributed, rendered, or made by you or any of your Agents.
9. Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, (each a “Dispute”) shall be settled solely by confidential binding arbitration in accordance with the commercial arbitration rules of JAMS, provided that nothing in this clause shall bar NRCIA from seeking injunctive relief in emergent circumstances, including but not limited to the dissemination of its intellectual property. Any Dispute shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted before JAMS in Orange County, California. To the furthest extent permitted by law, each party shall bear one-half of the arbitration fees and costs incurred through JAMS, and each party shall bear its own attorneys’ fees (unless attorneys’ fees are otherwise awarded according to the terms of this Agreement).
9.1 Batch Arbitration Procedure. If twenty-five (25) or more similar arbitration demands are filed against NRCIA by claimants represented by the same law firm or law firms acting in coordination, the parties agree that such demands shall be administered in coordinated batches of up to twenty-five (25) claimants per batch. The arbitration provider shall administer each batch sequentially, and no additional batches shall proceed until the prior batch has been resolved or otherwise concluded. The parties agree that this batching procedure is intended to promote efficiency, reduce arbitration costs, and ensure fair administration of multiple similar claims.
10. Jury Trial and Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS NRCIA AGREES OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. EACH PARTY AGREES THAT, BY ENTERING INTO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
11. General.
11.1 Authorization. Each Party represents and warrants to the other that it is duly authorized to enter into this Agreement.
11.2 Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without giving effect to any conflict of laws provisions thereof. Subject to the arbitration provisions set forth in Section 9, the parties agree to submit to the personal jurisdiction and venue of the federal and state courts located in Orange County, California for purposes of enforcing arbitration, seeking injunctive relief, or confirming or challenging any arbitration award.
11.3 Entire Agreement. This Agreement, including its Appendices, contains the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter.
11.4 Severability. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed, as much as possible, consistent with applicable law and the Parties’ intent, while the remaining portions shall remain in full force and effect.
11.5 Amendment. You may not amend this Agreement except by written instrument signed by NRCIA. NRCIA reserves the right to amend the terms of this Agreement and shall communicate any such amendment to the terms of this Agreement to you with thirty days’ written notice.
11.6 Waiver. No waiver of any right, remedy, power, or privilege (each a “Right”) is effective unless contained in a writing signed by the Party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver. No single or partial exercise of any Right precludes any other or further exercise of that Right or the exercise of any other Right.
11.7 Cumulative. The rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or otherwise.
11.8 Assignment. You may not, directly or indirectly, assign, transfer, or delegate any of or all of your rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not you are the surviving entity), operation of law, or any other manner, without the prior written consent of NRCIA. Any purported assignment or delegation in violation of this Section shall be null and void. NRCIA may freely assign, transfer, or delegate any or all of its rights or obligations under this Agreement.
11.9 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. Except for the Parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement.
11.10 Relationship of Parties. The Parties intend that this Agreement constitutes arms-length transactions among independent contractors. Nothing in this Agreement is intended to be or shall be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the Parties. Neither Party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. NRCIA does not supervise, control, or direct the manner in which members perform inspections or provide professional services to property owners or other third parties.
11.11 Force Majeure. NRCIA shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, interruptions of telecommunications or internet services, platform outages not caused by NRCIA, governmental actions, or failures of suppliers or service providers.
11.12 Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, you shall not knowingly solicit for employment or engagement any NRCIA employee or contractor with whom you had direct interaction through the Membership Program, unless such person responds to a general solicitation not targeted to NRCIA personnel.
11.13 No Other License. By executing this Agreement, you neither grant nor receive, by implication, estoppel, or otherwise, any rights under any copyright, patents or other intellectual property rights of NRCIA.
11.14 Acceptance. By selecting and submitting your chosen membership designation for subscription and purchase, each Party acknowledges it has been given the opportunity to read and has read and understood this Agreement, including all Appendices hereto, and hereby agrees to all the terms and conditions.
APPENDIX A
In the event of a conflict between this Appendix and the Agreement, the Agreement controls.
Membership Structure and Fee Categories
Membership Dues
Membership Dues are determined by:
- Selected Membership Rank
- Selected Membership Term
- Selected Payment Schedule
Applicable pricing is provided at enrollment and renewal and incorporated into this Agreement by reference.
Payment Schedules
Available Payment Schedules may include:
- Due-Upon-Receipt (Annual or Multi-Year)
- Monthly Installments
- Quarterly Installments
NRCIA reserves the right to modify available Payment Schedules.
Role Add-Ons
Certain Membership Ranks may allow additional inspector roles or designations. Applicable dues for additional roles shall be disclosed at enrollment and incorporated by reference.
Membership Fees
Membership Fees may include, without limitation:
- Lead routing fees
- Report publishing fees
- Certification issuance fees
- Onboarding fees
- Member advertising fees
- Administrative processing fees
All pricing and fee schedules are published separately from this Agreement and are incorporated by reference. Pricing applicable to a member’s selected Membership Rank, Membership Term, Payment Schedule, and services selected at enrollment is governed by Section 1.7.
APPENDIX B
Eligibility to use specific NRCIA Marks is determined by the member’s current Membership Rank and continued good standing with NRCIA. NRCIA reserves the right to modify, update, or reclassify authorized uses of NRCIA Marks from time to time.
NRCIA Marks
| NRCIA Marks | NRCIA Affiliate | Certified Roof Inspector | Forensic Roof Inspector | SB 721 Compliance Inspector |
| NRCIA logo | X | X | X | X |
| LeakFREE® | X | X | X | |
| Got Leaks?® | X | X | X | |
| Today’s Inspection…Tomorrow’s Protection® | X | X | X | |
| Mr. Roof Check® | X | X | X | |
| Roof Certification PLUS® | X | X | ||
| Certification PLUS® | X | X | X | |
| Forensic ROOF® | X | |||
| StormCHECK™ | X | |||
| Roof Assurance® | X | |||
| NRCIA Forensic® | X | |||
| NRCIA Affiliate badge | X | |||
| Certified Roof Inspector badge | X | X | ||
| Forensic Roof Inspector badge | X | |||
| NRCIA SB 721 Compliance Inspector badge | X | |||
| Member badge | X | X | X | X |
| Professionally Accredited badge | X | X | X | |
| Professional badge | X | X | X |
NRCIA may authorize additional marks, badges, and designations for new programs or membership ranks, and such authorization may be provided by updated appendices, written policy, or program documentation without requiring a formal amendment to this Agreement.