Effective July 16, 2026 | Version 1.0
\nPlease read these Terms carefully. By joining our service provider program, you're agreeing to them.
\n1.1 These Terms govern the relationship between JEM Universal, LLC, a New York limited liability company (\"JEM,\" \"we,\" \"us\"), and the independent business accepting them (\"Provider,\" \"you\"). They apply to every job you take from us.
\n1.2 How you accept. You accept these Terms by signing or clicking to accept during onboarding, by accepting a Work Order, or by performing any Services for us — whichever happens first. Electronic acceptance counts as a signature.
\n1.3 Authority. If you're accepting on behalf of a company, you're confirming you have authority to bind it. \"Provider\" then means that company and everyone working under it.
\n1.4 No guaranteed work. Being on our provider list doesn't guarantee you any work, any particular job, or any territory. We offer work at our discretion, and you're free to accept or decline.
\n1.5 What controls. If these Terms conflict with something else, this order wins: (1) a signed agreement that specifically overrides these Terms, (2) the Work Order, (3) these Terms, (4) the Exhibits and our other published policies.
\n1.6 We can change these Terms at any time. We may modify these Terms at any time, in our discretion. Changes take effect when we post them to the JEM Command Portal or send them to your email on file. It's on you to check the current version before accepting work.
\nChanges apply going forward only. They don't change the terms of any Work Order you've already accepted — that job runs under the version in effect when you took it.
\nIf you accept a Work Order after a change takes effect, you've accepted the change. If you don't agree to a change, don't accept further work, and terminate under Section 14.
\n| Term | \nMeaning | \n
|---|---|
| Work Order | \nA job we assign you in writing or electronically — scope, location, schedule, and price. | \n
| Services | \nThe work described in a Work Order, plus what's reasonably part of it. | \n
| Client | \nOur customer, and their customers, tenants, and property owners. | \n
| Site | \nWhere the work happens. | \n
| Documentation | \nThe reports, photos, forms, and sign-offs required under Section 7. | \n
| Your Personnel | \nYour owners, members, employees, and approved subcontractors doing the work. | \n
3.1 You're an independent business, not our employee. Nothing here creates employment, partnership, or agency.
\n3.2 We define the result. You control how you get there. We tell you the scope, the standard, the deadline, and what documentation we need. How you do the work — your methods, your sequence, your people, your supervision — is entirely up to you.
\n3.3 You can decline any job. You can work for anyone else, including our competitors. The only limits are Section 11 (Confidentiality) and Section 12 (Non-Circumvention).
\n3.4 No benefits. You and your people aren't eligible for health insurance, retirement, paid leave, unemployment, overtime, or workers' comp under our policies.
\n3.5 Taxes are yours. Self-employment tax, income tax, payroll taxes for your people, sales tax where it applies — all yours. We don't withhold. We'll issue a 1099-NEC where required. We need a completed W-9 before we can pay you anything. If you don't pay your taxes and we get assessed for it, you cover us.
\n3.6 You run your own business. You confirm that you: have your own tools, equipment, and vehicles; take on profit and loss risk per job; advertise your services to others; and hold your own licenses and registrations.
\n3.7 Workers' comp. Carry workers' comp as required by law in every state where your people work. If you're lawfully exempt as a sole proprietor with no employees, send us your state's exemption certificate.
\n3.8 You can't speak for us. No contracts, no pricing, no promises, no warranties on our behalf. Don't present yourself as our employee, agent, or division.
\n4.1 To enroll and stay enrolled, keep current: all required licenses and certifications, the insurance in Section 5, a W-9, an active entity registration if you're an entity, and any Client-specific credentials. Send proof when we ask.
\n4.2 Multi-state operators: only take work in states where you and the specific people you're sending are properly licensed. Figuring out each state's requirements is on you.
\n4.3 Permits. Unless the Work Order says otherwise, you pull and pay for permits, and you don't start permit-required work until they're issued.
\n4.4 No impairment. Nobody works a Site under the influence of alcohol or any impairing substance.
\n4.5 Tell us fast. Within 3 business days, notify us if: a license lapses or is suspended, insurance lapses or cancels, someone with Site access is charged with a felony, you file bankruptcy, or any claim or incident comes out of work you did for us.
\n5.1 Carry the following, at your cost, from insurers rated A- VII or better:
\n| Coverage | \nMinimum | \n
|---|---|
| Commercial General Liability (including products/completed operations and contractual liability) | \n$1,000,000 per occurrence / $2,000,000 aggregate | \n
| Commercial Auto (owned, hired, non-owned) | \n$1,000,000 combined single limit | \n
| Workers' Compensation | \nStatutory, each applicable state | \n
| Employer's Liability | \n$500,000 | \n
| Tools & Equipment | \nReplacement value | \n
5.2 Name JEM Universal, LLC, its members and officers — and our Clients where a Work Order requires it — as additional insureds on your Commercial General Liability policy, primary and non-contributory, with a waiver of subrogation in our favor. Your coverage comes first; it doesn't seek contribution from ours.
\n5.3 Send certificates and additional-insured endorsements before your first job and at every renewal. Us not having a certificate on file doesn't waive the requirement.
\n5.4 Give us 30 days' notice of cancellation, non-renewal, or material reduction.
\n5.5 These are minimums. They don't cap your liability or your obligations under Section 9.
\n5.6 If your coverage lapses, we may pause your work, hold payment, buy substitute coverage and deduct the cost, or terminate.
\n6.1 Work happens only under an accepted Work Order. Read it before you accept. Don't accept anything you're not licensed, insured, qualified, or equipped to do.
\n6.2 Standard. Do the work professionally and in a workmanlike manner, to code, to manufacturer spec, to Client requirements, with appropriate new materials, on schedule.
\n6.3 Schedule. Show up in the window. If you're going to be late or can't make it, tell us before the window — not after. Repeated no-shows or late cancellations will get you removed from the list.
\n6.4 Don't do work we didn't authorize. If it's not in the Work Order, we won't pay for it unless we issue a Change Order first. A Client saying \"while you're here, can you also…\" is not authorization. If you find something that needs additional work, stop, document it, and call us.
\n6.5 Don't sell at the Site. No quoting, upselling, or selling additional work, products, or service plans to a Client — for us or for yourself — without our written OK. Route everything through us.
\n6.6 Your tools. Unless the Work Order says otherwise, you bring your own tools, equipment, vehicles, consumables, and PPE, at your cost.
\n6.7 Leave it clean. Protect the Site, clean up, and dispose of waste and hazardous material legally.
\n6.8 Safety is yours. You're responsible for your people's safety and for OSHA and Site safety compliance. Stop work and call us if you find an unsafe condition. Report any Site injury or property damage within 24 hours.
\n6.9 Subcontracting. Don't subcontract or assign a job without our written OK. Approved subs have to meet every requirement here — licensing and insurance included. You stay fully responsible for your subs' work as if it were your own.
\n6.10 Your people. Make sure everyone doing the work is bound in writing to obligations at least as protective as Sections 3, 10, 11, and 12. Send proof if we ask. You're responsible for what they do.
\n7.1 No documentation, no payment. Complete, accurate documentation in our required format is a condition of getting paid. An invoice without it isn't a valid invoice, doesn't start the payment clock in Section 8, and will be rejected.
\n7.2 What we need. The requirements in our Documentation Standards (currently Exhibit B), posted on the JEM Command Portal and part of these Terms.
\n7.3 When. Submit through the JEM Command Portal within 48 hours of finishing. Submissions more than 30 days late may be rejected.
\n7.4 Accuracy. Everything you submit has to be true and complete. Falsified documentation — staged or reused photos, forged sign-offs, misreported time or materials — is a material breach and grounds for immediate termination, non-payment on the affected jobs, and referral to the Client or law enforcement where warranted.
\n7.5 Fixing it. If your documentation is incomplete, we'll tell you. You have 5 business days to fix it. The payment clock starts when we receive the corrected version.
\n7.6 The documentation is ours. Reports and photos you create for a Work Order belong to JEM. You assign them to us, and we can use them for warranty, Client reporting, quality, and defending claims.
\n8.1 Price. We pay the amount on the Work Order. That price is complete compensation — labor, materials, tools, travel, mileage, fuel, insurance, overhead, taxes, and expenses — except anything the Work Order specifically marks reimbursable.
\n8.2 Invoicing. Each invoice must: reference the Work Order number, be submitted through the JEM Command Portal, come with complete documentation, itemize labor and authorized reimbursables, be submitted within 14 days of completion, and match your W-9 name and tax ID.
\n(a) Your election. At enrollment, you choose one of the following. You can change it later under 8.3(c).
\n\n\nOption 1 — Net 30\nWe pay the full undisputed invoice amount 30 calendar days after we receive the invoice and complete documentation — whichever comes later.
\nOption 2 — 10% / 3, Net 30\nSame as Option 1, except: if we pay within 3 calendar days of receiving a conforming invoice and complete documentation, we take a 10% discount, and the discounted payment is payment in full for that invoice. If we don't pay within 3 days, you get the full amount on Net 30.
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(b) If you don't choose, Net 30 applies. The discount never applies unless you've elected Option 2.
\n(c) Changing your election. Tell us in writing through the JEM Command Portal. The change applies to Work Orders you accept 5 business days after we receive it. It doesn't affect invoices already submitted.
\n(d) When the clock starts. Both the 3-day and 30-day periods start only when we have a conforming invoice and conforming documentation. A rejected submission doesn't start either clock — the corrected one does.
\n(e) Disputes. We'll tell you the basis of any dispute within 14 days of getting the invoice, pay the undisputed part on schedule, and hold the disputed part until it's resolved.
\n(f) Method. ACH to your account of record. Keep your remit info current.
\n8.4 Prompt payment laws. Nothing here waives a non-waivable right under any applicable prompt-payment statute. Where a statute requires something different, the statute wins.
\n8.5 Set-off. We can deduct what you owe us from what we owe you — chargebacks, warranty costs, damages, advanced materials, unreturned equipment, indemnity obligations.
\n8.6 Chargebacks. We may charge back what we paid, plus our reasonable costs, if: the work wasn't done or was defective and not fixed; documentation was falsified; the Client won't pay us because of something you did; you caused property damage; or a job was billed in error. We'll give you written notice and the basis.
\n8.7 Liens. To the extent the law allows, you agree to look to us for payment and not to lien the Site or Client property, and to deliver lien waivers where a Work Order requires them. If your people or suppliers file a lien, clear it promptly.
\n8.8 We pay you whether or not the Client pays us.
\n9.1 To the fullest extent permitted by law, you will defend, indemnify, and hold harmless JEM Universal, LLC and its members, managers, officers, employees, and affiliates — and our Clients and Site owners where a Work Order requires it — from any claim, loss, liability, damage, fine, penalty, judgment, settlement, lien, or expense (including reasonable attorneys' fees and defense costs) arising out of or relating to:
\n(a) your performance or non-performance of the Services;\n(b) any act, error, omission, negligence, or willful misconduct by you or your people;\n(c) your breach of these Terms;\n(d) bodily injury or death, or damage to property (including the Site and the Client's property), arising from the Services;\n(e) any claim by your people for wages, overtime, benefits, or workers' comp — or any claim that you or your people are actually our employees — including any resulting tax, penalty, or agency assessment;\n(f) your violation of any law, code, permit, or regulation;\n(g) any lien or claim your people or suppliers assert against a Site, a Client, or us;\n(h) any breach of confidentiality or unauthorized access to Client or JEM data by you or your people; and\n(i) theft or dishonesty by your people at a Site.
\n9.2 Defense. Your duty to defend is broader than your duty to indemnify and starts when we tender a claim, whether or not the claim has merit. We can pick our own counsel, reasonably acceptable to you, at your cost.
\n9.3 Our own fault is not your problem. This section doesn't cover a claim to the extent it's caused by JEM's own negligence or willful misconduct. Where a state's anti-indemnity statute limits indemnity, this section applies only as far as that state allows.
\n9.4 Your insurance limits don't cap this. This survives termination.
\n10.1 You warrant your work is done professionally and in a workmanlike manner, to code and to spec, free from workmanship defects, by properly licensed people.
\n10.2 Period. 90 calendar days from completion, as shown in your documentation — or longer if the law, the manufacturer, or the Work Order requires it.
\n10.3 Fixing it is on you. If a workmanship defect shows up in the warranty period, you re-do or correct it at your own cost — no labor, no trip charge, no mileage, no materials, no additional compensation — within 3 business days of notice, or the time the Work Order requires, whichever is shorter.
\n10.4 If you don't. If you don't fix it in time, or if it needs immediate attention to prevent injury or damage, we can fix it ourselves or hire someone else and charge you the full cost — including our internal cost, third-party labor, materials, expedite fees, and any credit we have to give the Client — and deduct it under Section 8.5.
\n10.5 Corrected work gets a fresh 90 days from the date of correction.
\n10.6 What's not covered. Defects caused by: materials or equipment we or the Client specified and supplied (installed to spec, unless you knew or should have known they were wrong); misuse, alteration, or lack of maintenance after you left; normal wear; acts of God; or pre-existing conditions you documented in writing at the time of service.
\n10.7 Assign us any manufacturer or supplier warranties on materials you furnish, and send the warranty docs with your documentation.
\n10.8 This warranty is in addition to any other remedy we have, including Section 9.
\nYour people are the face of JEM at a Site. At every Site:
\nDon't confront a Client or try to settle a dispute on site. Disengage politely and call us. If a Client becomes abusive or threatening, or the situation is unsafe, leave and call us. Leaving is not a breach of these Terms — we'd rather lose the job than have someone get hurt.
\nWe investigate Client complaints. Cooperate promptly — make your people available and produce records. While we're investigating, we may pause your work and hold payment on affected jobs.
\nWe can tell you a specific person isn't to return to a Site or a Client. Honor it immediately.
\nDon't contact a Client after a job except through us — other than warranty work we've authorized.
\nConfidential Information means non-public information you get from us or learn on the job: Client identities and contact info, pricing, rates and margins, our provider list, our processes and forms, Site security and alarm codes, access credentials, system configurations, and anything a reasonable person would treat as confidential.
\nUse it only to do the work. Don't share it. Protect it. Limit access to people who need it and who are bound in writing. Return or destroy it when we ask or when this ends.
\nDoesn't apply to: information that's public through no fault of yours, that you already knew without restriction, or that you developed independently. If a court or agency compels disclosure, tell us first if you legally can.
\nClient data. Don't collect, keep, or use Client personal information beyond what the job requires. Never use it for marketing. Tell us within 24 hours of any suspected unauthorized access or disclosure. Don't keep Client access codes or keys past the job.
\nHow long: 3 years after termination — indefinitely for trade secrets and Client personal information.
\nBreach of this section causes harm money can't fix, so we can seek an injunction without posting bond, on top of other remedies.
\nNothing here prevents you or your people from reporting possible legal violations to a government agency, participating in an agency investigation, exercising rights under Section 7 of the National Labor Relations Act, or disclosing unlawful workplace conduct including harassment or discrimination.
\nNotice under the Defend Trade Secrets Act: You can't be held criminally or civilly liable under any trade secret law for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or in a sealed court filing.
\nThere's no non-compete here. You're free to run your own business, serve your own customers, and work for anyone else — including our competitors. This section protects one thing: the Client relationships and information you got through us.
\n12.1 Why this is here. Access to our Client relationships, our provider list, our pricing, and our Confidential Information — and the chance to receive Work Orders — is what you're getting in exchange for this section. It protects our Client relationships, confidential information, and goodwill, and nothing more.
\n12.2 Don't go around us. During the Term and for 12 months after your last job for us, don't directly or indirectly:
\n(a) solicit or accept work from a Restricted Client for the kind of services you performed through us;\n(b) bypass or try to bypass us in any deal with a Restricted Client; or\n(c) try to get a Restricted Client to cut back, end, or divert business from us.
\nA \"Restricted Client\" is a Client you actually performed work for through us, or one you received Confidential Information about, in the 24 months before termination.
\nThis does not restrict you as to any customer you brought in yourself, served before you enrolled with us, or won independently without using anything you got from us.
\n12.3 Don't poach. During the Term and for 12 months after, don't recruit our employees, our contractors, or other providers on our list you met through us to leave or scale back their relationship with us. General job ads that aren't aimed at them are fine.
\n12.4 State law wins. This section doesn't apply to you to the extent your state's law prohibits or restricts it. Where a state allows only a narrower version, that's the version that applies.
\n12.5 If part of this is unenforceable, we intend a court to narrow it to what's enforceable rather than throw it out. 12.2 and 12.3 stand independently — if one falls, the other survives.
\n12.6 The time periods pause during any period you're in violation.
\n12.7 Breach of this section causes harm money can't fix; we can seek an injunction plus damages.
\n13.1 You can call yourself an authorized JEM service provider only the way we approve in writing. Stop when this ends.
\n13.2 Don't leave your own business cards, magnets, yard signs, or marketing materials at a Site.
\n13.3 Reports, photos, and data you create for a Work Order are ours. You assign them to us.
\n13.4 Your own pre-existing tools, methods, and know-how stay yours. If any of it ends up embedded in a deliverable, we get a license to use that deliverable.
\n14.1 These Terms start when you accept and run until terminated.
\n14.2 Either of us can walk with 15 days' written notice, no reason needed.
\n14.3 We can terminate immediately for: anything in Section 11.2; falsified documentation; lapsed insurance or licensing; breach of Section 11.7 or Section 12; anything creating a risk of injury or serious property damage; insolvency; or a material breach you don't fix within 5 business days of notice.
\n14.4 When it ends: finish or stop open jobs as we direct; return our and our Clients' property, keys, credentials, badges, and equipment within 5 business days; submit outstanding documentation and invoices within 15 days; and we'll pay undisputed amounts for completed, conforming jobs, subject to set-off under Section 8.5.
\n14.5 The warranty doesn't end when this does. Your 90-day warranty (Section 10) still covers work you did before termination. If you can't or won't do the warranty work, we'll handle it and charge you under Section 10.4.
\n14.6 What survives: Sections 3.5, 7.6, 8.5–8.7, 9, 10, 11.7, 12, 13, 15, 16, and anything else that by its nature should.
\n15.1 Our total liability to you for anything arising out of these Terms is capped at the amount payable for the specific Work Order the claim comes from.
\n15.2 We're not liable to you for indirect, incidental, consequential, special, or punitive damages, or for lost profits or lost business — regardless of the theory, even if we knew it was possible.
\n15.3 These caps don't limit your obligations under Sections 9, 10, 11.7, or 12, or your fraud or willful misconduct.
\n15.4 Bring any claim against us within 1 year of when it accrued or it's waived.
\n16.1 Talk first. Before filing anything, send written notice describing the dispute. We'll negotiate in good faith for 30 days.
\n16.2 Then mediate. If that doesn't work, mediate before AAA in Queens County, New York, splitting the mediator's fee. Completing mediation is a condition of filing suit, except as provided in 16.5.
\n16.3 Then court. Anything still unresolved is resolved in the state courts located in Queens County, New York, or in the United States District Court for the Eastern District of New York. Both of us consent to personal jurisdiction there and waive any objection based on inconvenient forum.
\n16.4 Class waiver. Both of us waive the right to bring or join a class, collective, or representative action.
\n16.5 Urgent relief is the exception. Either of us can go straight to court for a temporary or preliminary injunction to enforce Section 11.7 or Section 12 without first completing 16.1 or 16.2.
\n16.6 Governing law. New York law governs, without regard to conflict of laws rules.
\n16.7 Jury waiver. BOTH PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF THESE TERMS.
\n16.8 Fees. The prevailing party recovers reasonable attorneys' fees and costs.
\n17.1 Assignment. You can't assign these Terms or a Work Order, or delegate your obligations, without our written OK — a change of control counts as an assignment. We can assign freely, including to an affiliate or in a sale.
\n17.2 Notices. In writing, by email to the address on file (deemed received on send unless it bounces) or by certified mail or courier. Keep your contact info current. Notices to JEM go to support@JEMInstallation.com.
\n17.3 Force majeure. Neither of us is liable for delays from things outside our reasonable control — natural disaster, war, epidemic, government action, utility or supply chain failure — as long as we give prompt notice and try to mitigate. This never excuses paying for work already done.
\n17.4 Severability. If something here is unenforceable, it gets narrowed to what's enforceable, or cut if it can't be — the rest stands.
\n17.5 No waiver. Not enforcing something once doesn't mean we've given it up. Waivers have to be in writing and signed.
\n17.6 Entire agreement. These Terms, plus the Work Orders, the Enrollment Form, and any Exhibits we publish from time to time, are the whole deal, and replace anything said before.
\n17.7 Amendment. We can change these Terms under Section 1.6. Any other change has to be in writing and signed by both of us.
\n17.8 Our Clients can enforce parts of this. Our Clients and Site owners are intended third-party beneficiaries of Sections 6, 9, 10, and 11 and can enforce them directly against you. Nobody else is a third-party beneficiary.
\n17.9 Counterparts and e-signature. Fine in counterparts and by electronic signature.
\n17.10 Construction. Headings are for convenience. This Agreement won't be construed against whoever drafted it. \"Including\" means \"including without limitation.\"
\n17.11 You've had the chance to get advice. You confirm you've had the opportunity to consult your own attorney, that you've read and understood these Terms, and that you're agreeing voluntarily.
\nWe publish Exhibits from time to time — documentation standards, insurance requirements, codes of conduct, state-specific riders, and similar. Current Exhibits are posted on the JEM Command Portal and are part of these Terms.
\nWe may add, change, or withdraw an Exhibit at any time under Section 1.6. Like any other change, a new or updated Exhibit applies going forward only — it doesn't change a Work Order you've already accepted.
\nCurrently published: Exhibit B — Documentation Standards.
\nJEM Universal, LLC | Version 2.0 | Effective July 16, 2026
\nIncorporated into the JEM Universal Service Provider Terms of Service under Section 7.
\nLegible. Make, model, serial number readable at full zoom.\nIf the plate is missing or unreachable, photograph where it should be and note it.
\nCheck the serial before you invoice. Mark one:\n- ☐ Manufacturer warranty — parts and/or labor still active\n- ☐ Client billable\n- ☐ JEM warranty callback — your own work, inside 90 days, no charge (§10.3)
\nIf the manufacturer warranty is active, contact JEM before ordering the part.
\nType · amount added · amount recovered · leak found (Y/N, where, repaired how) · post-repair leak test result.\nEPA 608 requires this. It's your obligation, not JEM's.
\nClient sign-off (or why not) · arrival/departure times · parts with part numbers · receipts for reimbursables · any Change Order you relied on.
\nNever reuse a photo from another job. That's falsification under §7.4 and it's the fastest way off the list.
\nDocument it. Don't discuss cause or dollar value with the Client. (§11.3)
\nPhotograph what was already broken. Under §10.6, a pre-existing condition is only excluded from your 90-day warranty if you documented it at the time. Ninety days later, with the Client saying it was fine before you showed up, your before photos are the whole argument. No photo, no exclusion.
\nCheck the serial for warranty. Compressors and boards carry long OEM parts warranties. Billing for a part the manufacturer would have covered free is a chargeback under §8.6.
\nNo serial photo · no before photos · photos edited, reused, or unusable · no readings · no warranty determination · refrigerant moved with no record · work billed beyond the Work Order with no Change Order.
\nYou get 5 business days to fix it (§7.5). Clock starts when we get the corrected version.
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