Terms of service.
These NeatFreak Global Terms of Service (the “Terms of Service” or the “Terms”) constitute a legally binding agreement between the User (defined below) of the Platform (defined below) (“you” or “your”) and NeatFreak Corp. (together with its Affiliates (defined below), “NeatFreak”, “we”, “us” or “our”) governing your use of NeatFreak’s mobile applications (together, the “Apps”), and related Services, information and communications (collectively referred to herein as the “Platform” or the “NeatFreak Platform”). The use of all personal data you submit to the Platform or which we collect about you is governed by our Global Privacy Policy (“Privacy Policy”). These Terms, together with the Privacy Policy for the country in which the Service is performed (which are each incorporated by reference, and referred to collectively, herein as the “Agreement”), governs your access to and use of the Platform. The Agreement also includes all other supplemental policies and terms referenced to within these Terms or which are otherwise made available to you, all of which also apply to your use of the Platform and are incorporated into the Agreement by reference. FOR U.S. AND USERS, SECTION 24 CONTAINS AN ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT, WITH LIMITED EXCEPTION, REQUIRES YOU TO SUBMIT DISPUTES AND CLAIMS YOU HAVE AGAINST NEATFREAK TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE READ IT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION. BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR ACCESSING AND USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY (WITHOUT LIMITATION OR QUALIFICATION), THE AGREEMENT (INCLUDING, ALL TERMS INCORPORATED HEREIN BY REFERENCE). IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
1. The Platform.
A. Online Marketplace. The Platform is an app-based two-sided marketplace which enables connections between Customers and Cleaners. “Customer(s)” are individuals and/or businesses seeking to obtain cleaning Services and “Cleaner(s)” are businesses or individuals seeking to perform Cleaning Services for Customers. Customers and Cleaners are referred to herein together as “User(s)”. Cleaners are independent business owners or individuals, providing Services under their own name or business name (and not under NeatFreak’s name). Cleaners choose the applicable rates for cleaning Services, without deduction by NeatFreak. Cleaners may (a) maintain a clientele without any restrictions from NeatFreak; (b) offer and provide their Services elsewhere, including through competing platforms; and (c) accept or reject Customers and Service Agreements (defined below). Cleaners are independent contractors of Customers, and Customers are therefore customers of Cleaners, not NeatFreak. Any reference to a Cleaner being licensed or credentialed in some manner, or being "badged”, “reliable”, “reliability rate”, “elite”, “great value”, "background checked", “vetted” (or similar language) indicates only that the Cleaner has completed a relevant user account registration process or met certain criteria and does not, and shall not be deemed to, represent anything else. Any such description: (i) is intended to be useful information for Customers to evaluate when they make their own decisions about the identity and suitability of Cleaners whom they select or interact, or contract with via the Platform; and (ii) is not an endorsement, certification or guarantee by NeatFreak of a Cleaner’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable. Notwithstanding any feature or service of the Platform that a Customer may use to expedite Cleaner selection, the Customer is responsible for reviewing and selecting or otherwise approving their Cleaner and should undertake their own research prior to booking any Service to be satisfied that a specific Cleaner has the right qualifications / experience. B. NeatFreak’s Role. The Platform is not an employment agency service or business, and NeatFreak is not an employer of any User. Users are not employees, partners, representatives, agents, joint venturers, independent contractors, or franchisees of NeatFreak. Users hereby acknowledge and agree that (a) NeatFreak does not (i) perform Cleaning Services nor employ individuals to perform Cleaning Services, (ii) supervise, scope, direct, control or monitor Cleaners’ work (including that NeatFreak does not set Cleaners’ work locations, work hours, or terms of work), nor provide tools or supplies to, or pay any expenses of, Cleaners, or (iii) have any control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Cleaning Services or Users (or the acts or omissions thereof), nor of the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Users with respect to each other; and (b) the formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for NeatFreak, nor any employment or other relationship between NeatFreak and the Users or between the Customer and the Cleaner. Users do not have authority to, and may not act as agent for, nor bind or make any representations on behalf of, NeatFreak (including that Cleaners may not modify all or any part of the NeatFreak fees (see Section 3 below). NeatFreak is neither responsible nor liable for workers’ compensation or any tax payment or withholding, including but not limited to applicable sales taxes, HST/QST/GST/PST, unemployment or employment insurance, disability insurance, applicable VAT, National Insurance, employer’s liability, employer training tax, social security contributions, PAYE or other applicable payroll withholdings in connection with a User’s use of the Platform, or personal income tax. The Cleaner assumes full and sole responsibility for all required and applicable income tax and social contributions such as Social Security or National Insurance Contribution withholdings as to the Cleaner and all persons engaged by the Cleaner in the performance of the Cleaning Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines. C. License. Subject to your compliance with the terms of the Agreement (including, without limitation, these Terms and NeatFreak’s Acceptable Use Policy, NeatFreak grants you a limited, non-exclusive, non-transferable and revocable license to (a) access and use the Platform (in the locations and territories where the Platform has a presence), (b) download, access and use the App on your personal device, solely in furtherance of your use of the Platform, and (c) access and view any content, information and materials made available on the Platform, in all cases for your personal use and the intended purpose of the Platform. All Users are subject to, and agree to comply with, the Acceptable Use Policy in their use of the Platform. Users may not copy, download, use, redesign, reconfigure, reverse engineer or retransmit the Platform or anything therefrom or thereon (in whole or in part) without NeatFreak’s prior written consent. Any rights not granted by NeatFreak are expressly reserved. D. User Representations and Warranties. In your access to and use of the Platform, you represent and warrant that you: will comply fully with the terms of the Agreement, including, without limitation, these Terms and the Acceptance Use Policy and other Supplemental Terms; are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; have the right, authority and capacity to enter into the Agreement (including that you have the right and authority to act on behalf of, and bind to the Agreement, any company or organization on whose behalf you are entering into the Agreement); will only request and/or perform (as applicable) Cleaning Services in a country where the Platform has a presence; will respect the privacy (including, without limitation, private, family and home life), property, and data protection rights of Users and will not record (whether video or audio or otherwise) any Service or any interaction by or with any User and/or NeatFreak without obtaining the prior written consent of NeatFreak and/or the relevant User, as applicable; will act professionally and responsibly in your interactions with, and fulfill the commitments you make to, other Users (including by communicating clearly and promptly through the Chat Thread, and being present and/or available at the time you agree upon with other Users); will only utilize the third-party PSP (as defined in the Fees, Payments and Cancellation Supplemental Terms) to make or receive payment for Services; will use your legal name and/or legal business name (as per your government issued identification and registration documents) and an up-to-date photo on your profile; will comply with all applicable local, state, provincial, national, or international laws in your use of the Platform; will not use the Platform for the purchase or delivery of alcohol, or any other controlled or illegal substances or services; and will ensure that all communications regarding Services (including, without limitation, scoping and payments and any questions relevant to Services), remain on the Platform, before, during and after the Service. E. Additional Cleaner Representations and Warranties. If you are a Cleaner, you additionally represent and warrant that, in your access to and use of the Platform, you: are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity when using the Platform; are customarily engaged in an independently established business of the same nature as the Services performed for Customers through the Platform, and maintain an independent clientele; have the unrestricted right to work in the jurisdiction in which you perform Services; have and will maintain (at your own expense) any licenses, permits, and/or registrations required by applicable laws that apply to your performance of Services (including, as applicable, a business license, business tax registration, and/or contractor’s license); have and will maintain all insurance required to operate your business and perform the Services; will respond to invitations promptly; provide timely, high-quality services for your Customers as agreed in the Chat Thread (defined below); only offer and provide Services for which you have the necessary expertise to perform; and perform the Services as agreed upon with your Customer in a safe manner; and will promptly disclose to NeatFreak in writing if you have any potentially relevant criminal convictions (other than minor fixed penalty parking or speeding offenses) that arise during your use of the Platform.
2. Use of the Platform.
A. Registration. You must register and create an account to access and use the Platform, providing only correct and accurate information (such as, without limitation, your name, business name, mailing address, email address, and/or telephone number). You agree to immediately notify NeatFreak (founder@neatfreak.us) of any changes to your account information. If any such change relates to ownership of your telephone numbers, you may notify NeatFreak by texting STOP to any text message sent to the retiring phone number. Failure to provide and maintain updated and accurate information may result in your inability to use the Platform and/or NeatFreak’s termination of this Agreement with you. NeatFreak may restrict anyone from completing registration if NeatFreak determines such person may threaten the safety and integrity of the Platform, or if such restriction is necessary to address any other reasonable business concern. B. Account Security. You are fully and solely responsible for (a) maintaining the confidentiality of any log-in, password, and account number provided by or given to you to access the Platform; and (b) all activities that occur under your password or account, even if not authorized by you. NeatFreak has no control over any User’s account. You agree to notify NeatFreak immediately if you suspect any unauthorized party may be using your Platform password or account or any other breach of security. C. Cleaner Onboarding (i) Background Checks. To the extent permitted by applicable law, Cleaners may be subject to a review process before they can register on, and during their use of, the Platform, which may include, but is not limited to, identity verification and criminal background checks, using third party services as appropriate (“Background Check(s)”). If a Cleaner, to the extent permitted under applicable law, you agree to undergo such Background Checks. NeatFreak cannot, and does not, assume any responsibility or liability for the accuracy or reliability of Background Check information, nor for any false or misleading statements made by Users of the Platform. (ii) Professional Licensing. NeatFreak does not independently verify that Cleaners have the necessary expertise, or have obtained any licenses, permits, or registrations required, to perform their Services. It may be unlawful to perform certain types of Services without a license, permit and/or registration, and performing same may result in law enforcement action and/or penalties or fines. Cleaners are solely responsible for avoiding such prohibited Services. If you have questions about how national, state, provincial, territorial and/or local laws apply to your Services on the Platform, you should first seek appropriate legal guidance. Customers are solely responsible for determining if a Cleaner has the skills and qualifications necessary to perform the specific Service and confirming that the Cleaner has obtained all required licenses, permits, or registrations, if any. Customers may wish to consult their national, state, provincial, territorial and/or local law requirements to determine whether certain Services are required to be performed by a licensed or otherwise registered professional. D. Service Agreement. The Platform allows Users to offer, search for and book Services. After identifying and selecting a Cleaner to perform a Service, the Customer and the Cleaner may communicate via the chat feature in the Platform (the “Chat”) to understand the scope, schedule and other details of the service (including, without limitation, any specific hazards, obstacles, or impediments in the Service location (whether visible or concealed) that may impact the performance of the Service). Once the Service is scheduled via the Platform by the Cleaner, the Customer and Cleaner form a legally binding contract for the Service, which includes the engagement terms proposed and accepted, and any other contractual terms agreed to, by the Customer and the Cleaner in the Chat for the Service (the “Service Agreement”). The Customer and the Cleaner each agree to comply with the Service Agreement and the Agreement during the engagement, performance, and completion of a Service. Cleaners are responsible for exercising their own business judgment in entering into Service Agreements and performing Services; and acknowledge that there is a chance for individual profit or loss. NeatFreak is not a party to any Service Agreement. The formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for NeatFreak. E. Other Parties (i) Cleaner Assistants. Where approved in advance by the Customer in the Chat for the Service, Cleaners may engage assistants, helpers, subcontractors or other personnel (“Cleaner Assistant(s)”) to perform all or any part of a Service; provided that such Cleaner Assistants have registered through the Platform and meet all of the requirements applicable to the Cleaner as set out in the Agreement. The Cleaner assumes full and sole responsibility for the acts and omissions of all Cleaner Assistants used in its performance of Services and is fully responsible for: (a) the lawful payment of all compensation, benefits and expenses for its Cleaner Assistants, (b) all required and applicable tax withholdings as to such Cleaner Assistants, and (c) ensuring all Cleaner Assistants are registered Cleaners on the Platform. (ii) Customer Agents. The Customer agrees that if they have authorized someone other than the Customer to book a Service on their behalf or to be present in their stead when the Service is performed, the Customer is appointing that person as their agent (“Customer Agent(s)”), and the Customer is deemed to have granted to the Customer Agent the authority to act as their agent in relation to the applicable Service. Customer Agents may direct or instruct the Cleaner’s performance of the Service, and the Cleaner may follow such direction as if the direction was given by the Customer. The Customer assumes full and sole responsibility for the acts and omissions of Customer Agents.
3. Fees, Billing, Invoicing, and Payment; Cancellation.
The terms relevant to fees (including Cleaner Payments and NeatFreak’s fees), invoicing, payment (including for Services, and any other amounts owed by Users hereunder) and cancellation, are set out the Fees, Payments and Cancellation Supplemental Terms, which applies to your access to and use of the Platform. Unless otherwise expressly stated in this Agreement, all fees (including, without limitation, the Service Payment and all NeatFreak fees) are non-refundable.
4. Contests and Promotional Codes.
NeatFreak may, from time to time, provide certain optional promotional codes, opportunities and contests to Users. All such optional promotional opportunities will be run at the sole discretion of NeatFreak, will be subject to the terms and conditions governing same, and can be implemented, modified, or removed at any time by NeatFreak without advance notification. The liability of NeatFreak and Affiliates relevant to such promotional opportunities and contests, shall be subject to the limitations set forth in Section 13 of these Terms.
5. Public Areas.
The Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, Service postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum. You understand that all submissions made to Public Areas will be public, and you will be publicly identified by your name or login identification when communicating in Public Areas. NeatFreak will not be responsible for the actions of any Users with respect to any information or materials posted or disclosed in Public Areas.
6. Deactivation and Suspension.
In the event of an actual or suspected breach by you of any part of the Agreement (including, without limitation, abuse, fraud or interference with the proper working of the Platform), NeatFreak may (a) suspend your right to use the Platform pending its investigation; and/or (b) deactivate your account or limit your use of the Platform upon its confirmation of a breach. NeatFreak will provide you with written notice of its determination in accordance with, and as required by, applicable laws. If you wish to appeal any determination made by NeatFreak pursuant to this Section, please contact us (founders@neatfreak.us) within 14 days of receipt of such notice with the grounds for your appeal. If NeatFreak suspends or deactivates your account or limits your use of the Platform pursuant to this Section 6, you may not register and/or create a new account under different usernames, identities or contact details (whether under your or any other name or business name), even if you are acting on behalf of a third party.
7. Termination.
You may terminate the Agreement between you and NeatFreak at any time by ceasing all use of the Platform and deactivating your account. NeatFreak may terminate the Agreement between you and NeatFreak at any time, and cease providing access to the Platform (pursuant to Section 6 above), if you breach any part of the Agreement or violate applicable laws. Even after your right to use the Platform is suspended, terminated or limited, the Agreement will remain enforceable against you. NeatFreak reserves the right to take appropriate legal action pursuant to the Agreement.
8. User Generated Content; Feedback.
A. User Generated Content. “User Generated Content” is defined as any information, content and materials (including any videotape, film, recording, photograph, voice) you provide to NeatFreak, its agents, Affiliates, and corporate partners, or other Users in connection with your registration for and use of the Platform (including, without limitation, the information and materials posted or transmitted for use in Public Areas). User Generated Content is not the opinion of, and has not been verified or approved by, NeatFreak. You acknowledge and agree that NeatFreak: (a) is not involved in the creation or development of User Generated Content and does not control any User Generated Content; (b) is not responsible or liable for any User Generated Content (including any accuracy, or results obtained by the use, thereof or reliance thereon); (c) may, but has no obligation to, monitor or review User Generated Content; and (d) reserves the right to limit or remove User Generated Content if it is not compliant with the terms of the Agreement. You are and remain solely responsible and liable for your User Generated Content. To the extent permitted by law, you hereby grant NeatFreak, for the full duration of all rights that may exist in the User Generated Content (including any legal extensions thereof), a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right and license to publish, reproduce, disseminate, transmit, distribute, modify, adapt, publish, translate, create derivative works from, publicly perform, exhibit, display (in whole or in part), act on and/or otherwise use your User Generated Content, in any media, form or technology now known or later developed, including (without limitation) in connection with any advertising, marketing, and/or publicizing of the Platform, without any approval by, or compensation to, you. You acknowledge and agree that the foregoing license shall also extend to, and NeatFreak and its Affiliates may use (in accordance with this Section), your name, username, image, silhouette and other reproductions of your physical likeness, voice, likeness, screenname(s) and/or any biographical, professional and/or other identifying information (collectively, “Likeness”) in, and in connection with, the your use of the Platform, including on websites, social media platforms and third-party digital platforms owned or controlled by us or our Affiliates. You hereby represent and warrant to NeatFreak that (i) have the lawful authority to grant the rights in your User Generated Content as set out herein, and that such rights do not negatively impact any third-party rights; and (ii) your User Generated Content will not: (1) be false, inaccurate, incomplete or misleading; (2) be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (3) infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary or intellectual property right or rights of publicity or personality (to the extent recognized by law in the country where the Service is performed); (4) violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (5) be defamatory, libelous, malicious, threatening, or harassing; (6) be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (7) contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (8) claim or suggest in any way that you are employed or directly engaged by or affiliated with NeatFreak or otherwise purport to act as a representative or agent of NeatFreak; or (9) create liability for NeatFreak or cause NeatFreak to lose (in whole or in part) the Services of its Internet Service Providers (ISPs) or other partners or suppliers. You hereby waive (x) any “moral rights” associated with the User Generated Content (to the extent allowable by law); and (y) all claims relevant to the User Generated Content and NeatFreak’s use thereof and of your Likeness. You release the NeatFreak Parties (defined below) from, and shall hold such parties harmless from and against, any and all Liabilities (defined below), (including, without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter), based upon or relating to NeatFreak’s use and exploitation of such User Generated Content and your Likeness as permitted herein. THE RELEASES HEREUNDER ARE INTENDED TO APPLY TO ALL CLAIMS NOT NOW KNOWN OR SUSPECTED TO EXIST, WITH THE INTENT OF WAIVING THE EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, AS SET FORTH IN SECTION 24(A)(III) BELOW. NeatFreak is entitled to identify a User to other Users or to third parties who claim that their rights have been infringed by User Generated Content submitted by that User, so that they may attempt to resolve the claim directly. If you believe, in good faith, that any User Generated Content provided on or in connection with the Platform is objectionable or infringes any of its rights or the rights of others, you are encouraged to notify NeatFreak via email (founders@neatfreak.us) If a User discovers that User Generated Content promotes crimes against humanity, incites hatred and/or violence, or concerns child pornography, the User must notify NeatFreak at founders@neatfreak.us. B. Feedback The Platform hosts User Generated Content relating to reviews and ratings of specific Cleaners (“Feedback”), which enables Users to post and read other Users’ expressions of their experiences. Feedback is the opinion of the User who has posted it. Feedback is not the opinion of, and has not been verified or approved by, NeatFreak. NeatFreak does not evaluate Users. NeatFreak may, but is not obligated to, investigate, modify and/or remove any Feedback or other remarks posted by Users. You may request removal of a review that violates the Agreement or the NeatFreak Ratings and Reviews Guidelines by contacting us via founders@neatfreak.us.
9. Links to Third-Party Websites.
The Platform may contain links (such as, without limitation, hyperlinks, external websites that are framed by the Platform, and advertisements displayed in connection therewith (including as may be featured in any banner or other advertising) to third-party websites), which are maintained by parties over which NeatFreak exercises no control. Such links are provided for reference and convenience only; and do not constitute NeatFreak’s endorsement, warranty or guarantee of, or association with, those websites, their content or their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policy for that website. You access and use such third-party websites at your own risk. NeatFreak has no obligation to monitor, review, limit or remove links to third-party websites, but reserves the right to do so, at its sole discretion. NeatFreak (a) expressly disclaims any responsibility or liability for any such third-party links or websites (including your access to or use thereof, and any products or Services advertised or offered thereby, and any claims arising therefrom); and (b) is not and will not be a party to any transaction between you and any third-party providers of products or Services. You expressly relieve NeatFreak from any and all liability arising from your access to and/or use of any third-party websites.
10. Copyright Complaints and Copyright Agent.
If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to NeatFreak via founders@neatfreak.us. A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is visible. Include enough information to allow NeatFreak to locate the material, and explain why you think an infringement has taken place; A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; Your name, address, telephone number, and e-mail address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. Under United States federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees. Please note that the procedure outlined herein is exclusively for notifying NeatFreak and its Affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with NeatFreak’s rights and obligations under the Digital Millennium Copyright Act of 1998 (as it may be amended, “DMCA”), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable law. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Platform and/or terminate the User accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
11. Disclaimer of Warranties.
Use Of The Platform Is Entirely At Your Own Risk THE PLATFORM AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE, AND/OR NON-INFRINGEMENT), AND THE SAME ARE EXPRESSLY EXCLUDED. WITHOUT LIMITING THE FOREGOING, NEATFREAK AND ITS PARENTS, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “AFFILIATES”, AND TOGETHER WITH NEATFREAK, THE “NEATFREAK PARTIES”): MAKE NO, AND EXPRESSLY DISCLAIM (TO THE EXTENT PERMITTED BY LAW), ALL REPRESENTATIONS AND WARRANTIES AS TO, (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF THE PLATFORM, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR ANY SERVICE PROVIDED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM, OR (III) THE SERVICES PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, USERS OF THE PLATFORM (WHETHER ON- OR OFF-LINE, OR OTHERWISE) (INCLUDING, BUT NOT LIMITED TO, AS TO ANY CLEANER’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSURE); DO NOT WARRANT THAT THE PLATFORM IS OR WILL BE (1) ERROR-FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; OR (2) FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; AND DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BY ANY CLEANER, AND NEATFREAK WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. United states federal law and some states, provinces, and other jurisdictions do not allow the exclusion of and/or limitations on certain implied warranties, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations under these terms will not apply to the extent prohibited by applicable law.
12. Limitation of Liability.
You acknowledge and agree that NeatFreak is only willing to provide the Platform if you agree to certain limitations of our liability to you and third parties, as set out in this Section and elsewhere in the Agreement. THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE NEATFREAK PARTIES OR THEIR CORPORATE PARTNERS BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) FOR, AND SUCH PARTIES EXPRESSLY DISCLAIM, ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, “LIABILITIES”) ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE PLATFORM OR YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE THE NEATFREAK PARTIES AND THEIR CORPORATE PARTNERS FROM THE FOREGOING. Nothing in the Agreement excludes or limits any liability or warranty that, by applicable law, may not be limited or excluded. Additionally, some jurisdictions do not allow the exclusion of certain warranties or limitation of incidental or consequential damages; in such cases the above limitations may not apply to you in their entirety. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE NEATFREAK PARTIES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) IF YOU ARE A CUSTOMER, THE TOTAL FEES PAID BY YOU TO NEATFREAK IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE; AND (B) IF YOU ARE A CLEANER, THE TOTAL SERVICE PAYMENTS PAID TO YOU BY CUSTOMERS IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW. Notwithstanding the foregoing: For All Residents of a Country Outside of the United States: Regardless of any other provision in the Agreement excluding or limiting NeatFreak’s liability, nothing in these Terms excludes or limits NeatFreak’s warranties and liability for: (a) death or personal injury caused by NeatFreak; or (b) NeatFreak’s gross negligence or willful misconduct.
13. Indemnification.
Users’ indemnification obligations are set out below in this Section. NeatFreak reserves the right, in its own sole discretion, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of NeatFreak. A. Customer Indemnification. If you are a Customer, you shall indemnify, defend, and hold harmless NeatFreak and Affiliates from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your breach or violation of the Agreement; (iii) your violation of any law, or the rights of any User or third party; (iv) your use of any third-party links or websites that appear on the Platform; (v) any User Generated Content and/or Feedback submitted by you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) the acts or omissions of any Customer Agents. B. Cleaner Indemnification. If you are a Cleaner, you shall indemnify, defend, and hold harmless NeatFreak and Affiliates from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your participation in Services, or your ability or inability to perform Services or to receive payment therefor; (iii) your breach or violation of the Agreement; (iv) your violation of any law, or the rights of any User or third party; (v) any User Generated Content and/or Feedback submitted by or about you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) the acts or omissions of any Cleaner Assistants.
14. Dispute Resolution.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Platform, your relationship with NeatFreak, Services, or the Agreement (including previous versions), (“Dispute”), you can try to find an amicable solution with NeatFreak before initiating any out of court settlement (such as mediation or arbitration) or court proceeding (except as may be set forth in Section 24). Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to NeatFreak. NeatFreak’s address for such notice is 1925 Roland Clarke Pl, apt. 426 Reston, Virginia 20191.
15. App Store-Sourced Apps.
If you access or download any App from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement and will comply therewith in your access to and use of the App(s). If you access or download any App from the Google Play Store, you agree to Google Play Terms of Service and will comply therewith in your access to and use of the App(s).
16. Changes to the Agreement, the Platform and the App.
A. Changes to the Agreement. NeatFreak reserves the right, for justifiable and proportionate reasons, at any time, to review, change, modify, update, add to, supplement, suspend, discontinue, or delete any term(s) or provision(s) of the Agreement (including the Terms of Service, Privacy Policy, Acceptable Use Policy). Notice of such amendments may be given by posting such updates or modifications (or notice thereof) on the Platform, on the online location of the relevant terms, policies or supplemental terms, by e-mail or in any other reasonable manner; and the amendments will be effective upon such posting. Your continued use of the Platform after such posting constitutes your consent to be bound by the Agreement, as amended. Notwithstanding the foregoing, if such modifications and/or updates are material, you will be informed in advance (in the manner set out in this Section) for your acceptance or rejection. If any changes to the Agreement are unacceptable to you or cause you to no longer be in compliance with the Agreement, the previous Terms will apply to your current Services, but you will not be able to use the Platform or contract new Services and you must deactivate your account, and immediately stop using the Platform. After notifying you of any material changes, your continued use of the Platform following any revision to the Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction. To the extent permitted by law, NeatFreak shall not be liable to you for any modification to all or any portion of the Agreement. B. Changes to the Platform. NeatFreak reserves the right to, at any time, review, improve, modify, update, upgrade, discontinue, impose limits, or restrict access to, whether temporarily or permanently, all or any portion of the Platform (including any content or information available on or through the Platform), effective with prior notice (where possible) and without any liability to NeatFreak. To the extent permitted by law, NeatFreak shall not be liable to you for any updates, upgrades, modifications to or discontinuance of all or any portion of the Platform. C. Mobile App Updates and Upgrades. By installing the App(s), you consent to the installation of the App(s) and any updates or upgrades that are released through the Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with NeatFreak’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your device, and/or (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App(s) at any time.
17. No Rights of Third Parties.
Except as expressly set out herein and/or is otherwise required by applicable laws, the Agreement is for the sole benefit of NeatFreak and the User, and their permitted successors and assigns, and there are no other third-party beneficiaries under the Agreement. None of the terms of the Agreement are enforceable by any persons who are not a party to the Agreement; provided, however, that NeatFreak may enforce any such provisions on behalf of its Affiliates.
18. Notices and Consent to Receive Notices Electronically.
Unless otherwise specified in the Agreement, all agreements, notices, disclosures and other communications (collectively, “Notices”) under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day it is shown as delivered by the overnight delivery Service’s tracking information, if sent for next day delivery by a recognized overnight delivery Service. Notwithstanding the foregoing, any Notices to which the Agreement refers will be sent to you electronically (including, without limitation, by email or by posting Notices on the Sites), and you consent to receive Notices in this manner. All notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you have any questions about these Terms of Service or about the Platform, please contact us via email founders@neatfreak.us.
19. Consent to Electronic Signatures.
By using the Platform, you agree (a) to transact electronically through the Platform; (b) your electronic signature is the legal equivalent of your manual signature and has the same legal effect, validity and enforceability as a paper-based signature; (c) your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing; and (d) no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.
20. Governing Law.
Except for Sections 15 (Dispute Resolution) and/or 24 (Jurisdiction-specific Provisions) hereof, the Agreement and your use of the Platform will be governed by, and will be construed under, the laws as set out in this Section (without regard to choice of law principles): For Users within the United States: The laws of the State of California. For Users outside of the United States: English law, and any dispute regarding the Agreement or the use of the Platform will only be dealt with by the English courts. The choices of law set out in this Section shall apply unless and to the extent federal, state, provincial, local and international laws, rules, regulations, directives, judgments and/or orders binding on or applicable to you or your performance hereunder, require that the Agreement or your use of the Platform be governed by the laws of the country in which the Service is performed. This provision is intended only to designate the governing laws to interpret the Agreement and is not intended to create any substantive right to non-residents of the designated country/province/state to assert claims under such law whether by statute, common law, or otherwise. Nothing shall prevent NeatFreak from bringing proceedings to protect our intellectual property rights before any competent court.
21. Notices.
The NeatFreak App is owned and operated by NeatFreak Corp., a company registered in Delaware (United States). Our registration number is 3605515. If you have any questions about the Agreement or the Platform, please contact us.
22. General Provisions.
a. Relationship of the Parties. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship exists, is intended or created between you and NeatFreak by the Agreement or your use of the Platform. Users do not have authority to act as agent for, nor to bind or make any representations on behalf of, NeatFreak. b. Entire Agreement. The Agreement (including any terms linked to in, and incorporated by reference into, these Terms) constitutes the complete and exclusive agreement between you and NeatFreak with respect to your use of the Platform, and supersedes any and all prior or contemporaneous agreements, proposals or communications, except as otherwise specified in the Arbitration Agreement in Section 24(A). However, the Agreement does not supersede other agreements about other subject matter that you may have with NeatFreak, provisions of the Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. c. Severability; Waiver. Except for the “Agreement Prohibiting Class Actions and Non-Individualized Relief” provision in Section 24(A) below, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable, or (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. Failure by NeatFreak to enforce any provision(s) of the Agreement will not be construed as a waiver of any provision or right. You hereby acknowledge and agree that we may assign or transfer the Agreement without your consent. In any case, this assignment will be notified to the User who, in the event legally foreseen, may terminate the Agreement and cease use of the Platform. Upon the effective date of the assignment of the Agreement (a) NeatFreak shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment, and (b) the assignee entity shall replace NeatFreak for the performance of the Agreement. You may not assign or transfer the Agreement without our prior written approval. Any assignment in violation of this Section 23 shall be null and void. The Agreement will inure to the benefit of NeatFreak, its successors and assigns. All parts of the Agreement which, by their nature, should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to, and notwithstanding, the expiration or termination of the Agreement or your use of the Platform. The Agreement, in whole and in part, is drawn up in English. In case of discrepancies between the English text version of the Agreement (in whole or in part) and any translation of the Agreement, the English version shall prevail.
23. Jurisdiction-specific Provisions, including Dispute Resolution.
The terms in this Section apply to Users in the noted jurisdictions. To the extent that there are any discrepancies or inconsistencies between these Global Terms of Service and the following jurisdiction-specific provisions, the jurisdiction-specific provisions shall prevail, govern and control with respect to Users in those jurisdictions. A. Residents of the United States of America. I. Dispute Resolution - Arbitration Agreement. PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND NEATFREAK CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND NEATFREAK TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS. (a) Agreement to Binding Arbitration IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND NEATFREAK MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives the termination of the Agreement and your relationship with NeatFreak. To the fullest extent permitted by applicable law, you and NeatFreak agree to arbitrate any and all disputes and claims (the “Claim(s)”) relating to, arising from or regarding your use of the Platform, your relationship with NeatFreak, Services, or the Agreement (including previous versions), including Claims by NeatFreak, Claims against NeatFreak and Claims against NeatFreak’s Affiliates (including its parent company). To the fullest extent permitted by applicable law, this includes, but is not limited to, claims related to payments, any city, county, state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by NeatFreak, or the threatened or actual suspension or deactivation of your account; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; claims arising under the Fair Labor Standards Act, Civil Rights Act, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by NeatFreak and covered by the Employee Retirement Income Security Act or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims. If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and NeatFreak agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement. If either party brings both arbitrable and non-arbitrable claims in the same action or related actions, both agree that the non-arbitrable claims shall be stayed until the conclusion of the arbitration, to the fullest extent permitted by law. YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND NEATFREAK ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE. (b) Prohibition of Class Actions and Non-Individualized Relief Except as otherwise required under applicable law, you and NeatFreak agree that any arbitration will be limited to the Claim between NeatFreak (and/or, if applicable, its Affiliates) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND NEATFREAK ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and NeatFreak otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to California Private Attorney General Act Claims, which are addressed separately below. Notwithstanding any other provision of the Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible. (c) Representative PAGA Waiver Notwithstanding any other provision of the Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and NeatFreak agree not to bring a representative action on behalf of others under the California Private Attorneys General Act (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under PAGA, both you and NeatFreak agree that any such Claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of the Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from the Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act Claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the parties agree that court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration. (d) Rules and Logistics Governing Arbitration In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in the Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and NeatFreak agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA. As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based. The arbitrator will decide the substance of all Claims in accordance with applicable law and will honor all claims of privilege recognized by law. Claims will be governed by their applicable statute of limitations and failure to demand arbitration within the prescribed time period shall bar the Claims as provided by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications: (i) If NeatFreak initiates arbitration under this Arbitration Agreement, NeatFreak will pay all AAA filing and arbitration fees. (ii) If a Customer or Cleaner files a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD $10,000, NeatFreak will pay all AAA filing and arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). (iii) If a Customer or Cleaner files a Claim in accordance with this Arbitration Agreement and the associated claim for damages exceeds USD $10,000, NeatFreak shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses, and the Customer or Cleaner shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which the Service was performed, unless a lower fee amount would be owed by you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), however, then the allocation of fees will be governed by the applicable AAA Rules. (iv) Except as required by law or the applicable AAA Rules, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). (v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules. Unless you and NeatFreak agree otherwise, any arbitration hearings with a Cleaner will take place remotely or in the county of the Cleaner’s billing address, and any arbitration hearings with a Customer will take place remotely or in the county in which the Customer received Services. If AAA arbitration is unavailable in your county and the parties wish to proceed with an in-person hearing, the arbitration hearings will take place in the nearest available location for a AAA arbitration. (e) Exceptions to Arbitration The Arbitration Agreement shall not require arbitration of the following types of claims: Claims for workers’ compensation, disability insurance and unemployment insurance benefits; Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis; Applications for provisional remedies, preliminary injunctions, and temporary restraining orders relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; Representative action brought on behalf of others under PAGA or other private attorney general acts, to the extent the representative PAGA Waiver in Section 24(A)(I)(c) is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; and Claims that have been expressly excluded from mandatory arbitration by the Federal Arbitration Act or a governing law not preempted by the FAA. Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. The Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies. (f) Severability In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect. (g) Opt Out of Arbitration Agreement For Cleaners, you may opt out of the requirement to arbitrate if you have not previously agreed to an arbitration provision in NeatFreak’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this version of the arbitration agreement in the manner specified below, but opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with NeatFreak. Except as specified in this arbitration agreement, if you are a Cleaner, you may opt out of the Arbitration Agreement by notifying NeatFreak in writing within 30 days of your agreement to these Terms of Service. To opt out, you must send a signed written notification to NeatFreak Corp., at its United States mailing address at 1925 Roland Calrke Place, apt 426 Reston, Virginia 20191. The notification must include: (i) your account username, (ii) your name, (iii) your address, (iv) your telephone number, (v) your email address, and (vi) a clear statement indicating that you wish to opt out of the Arbitration Agreement. (h) Cleaner Claims in Pending Class Action If you are a member of a putative class in a wage and hour class action lawsuit against NeatFreak that is pending as of the effective date of these Terms of Service (a “Pending Class Action”), then this Arbitration Agreement shall not apply to your claims in that particular class action. Instead, your claims in that Pending Class Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to the Agreement’s effective date. II. Telephone Communications and Agreement to be Contacted. You acknowledge that by providing your telephone number, you expressly consent and agree to receive calls or text messages, including by manual dialing and/or using an automated telephone dialing system, from NeatFreak and Affiliates, or from independent contractors (including Cleaners) related to your account, registration, onboarding, upcoming or scheduled Services, changes and updates, service outages, follow ups to any push notifications delivered through our mobile application, any transaction with NeatFreak, and/or your relationship with NeatFreak, even if your telephone number is registered on any state or federal Do Not Call list. You acknowledge and agree to receive automated calls and text messages from NeatFreak and Affiliates, or from independent contractors (including Cleaners) even if you close your account or terminate your relationship with NeatFreak, unless you opt-out. We may offer you the chance to enroll to receive recurring text messages from us about service-related news alerts and marketing or promotional offers (“promotional texts”). By enrolling in a promotional text message program, you agree to receive text messages, including from an automated telephone dialing system, to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such texts. Message frequency varies and standard message and data rates apply. You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. To opt-out, please see the Opt-Out Instructions below. You may opt-out from receiving text messages at any time. To opt-out of text messages, reply STOP, QUIT, END, CANCEL or UNSUBSCRIBE to any text message you receive. You acknowledge and agree that you may receive one final text message confirming your opt-out. It is your sole responsibility to notify NeatFreak if you no longer want to receive automated calls or text messages. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you. III. Release. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” If you are not a California resident, you waive your rights under any statute, regulation, or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence. Further, in consideration of the services provided by NeatFreak, you hereby release NeatFreak from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to telephone calls or text messages, including without limitation any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws). NeatFreak and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others. B. Residents of a Country other than the United States of America. I. Telephone Communications and Agreement to be Contacted. By providing your mobile phone number and using the Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by NeatFreak and Affiliates, or from independent contractors (including Cleaners) in order to (a) perform and improve upon the Platform, (b) facilitate the carrying out of Services through the Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming Services, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Services and/or in follow up to any push notifications delivered through our mobile application. Message frequency varies. Carriers are not liable for delayed or undelivered messages. NeatFreak will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from NeatFreak by replying “STOP” in response to any texts. You may opt-out of receiving calls from NeatFreak by stating that you no longer wish to receive calls during any call with us. You understand that we may send you a text confirming any opt-out by you. You will be informed in each telephone call to or from NeatFreak if the call will be monitored and/or recorded by NeatFreak for the purposes of quality control and training and you will be provided with the possibility to continue the call without the monitoring and/or recording if you do not wish so. Please refer to our Privacy Policy for further information on the processing of telephone calls as personal data. II. Invoicing Obligations for Cleaners As a Cleaner rendering services in your country, you may have the obligation under applicable law to issue invoices or receipts to your Customers. Any invoices or receipts may have to comply with specific requirements. NeatFreak is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that NeatFreak will not issue invoices or receipts on your behalf. Cleaners remain at all times fully liable regarding (i) their invoicing or receipt obligations, in particular regarding the content of the invoice(s) or receipt(s) and their mandatory details and retention obligations; and (ii) the tax consequences (such as VAT) deriving from that.
24. Referenced Policies.
A. NeatFreak’s Acceptable Use Policy (AUP) This NeatFreak Platform Acceptable Use Policy (this “AUP”) forms a part of NeatFreak’s Global Terms of Service (the “Terms”). Capitalized terms used, but not defined, in this AUP will have the definitions as set out in the Terms. This AUP establishes additional conditions that apply to your use of the Platform. Users must comply with this AUP in their use of the Platform. Without limitation, you may not use the Platform, and you may not permit any third party, to: Defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead or otherwise violate the rights (such as, but not limited to, rights of privacy, confidentiality, reputation, and publicity) of others, including Users and/or NeatFreak staff; Publish, post, upload, distribute, or disseminate any content, information, files that contain software or other materials that infringe upon or violate the intellectual property rights or rights of privacy or publicity of NeatFreak or any other User or third party, or which are profane, defamatory, obscene or unlawful; Upload files or scripts that may or are designed to damage, copy, lockout or take control of the Platform or any User’s computer, such as Trojan horses, corrupt files, SQL injections, worms, timebombs, cancelbots or any other files or software; Advertise or offer to sell any goods or services for any commercial purpose that are not relevant to the Cleaning Services; Post or complete a service requiring a User to (1) purchase or obtain gift cards or money orders, (2) purchase high value items (over $300 / 300£ / 300€, as applicable in your country) without obtaining pre-authorization from NeatFreak, (3) travel into different countries during the performance of a Service, (4) provide ridesharing or other peer to peer transportation services, (5) post ratings or reviews on any third party website in breach of such third party website’s terms of use, or (6) otherwise engage in activity that is illegal or deemed to be dangerous, harmful or otherwise inappropriate by NeatFreak in its sole discretion; Conduct or forward surveys, contests, pyramid schemes, or chain letters; or Impersonate another person or User or allow any other person or entity to use another User’s profile to post or view comments (except as may be expressly permitted in the Terms under Section 2(E)(ii) for Customers Agents). Additionally, you may not, and you may not permit any third party to: Use the Platform or use or perform the Cleaning Services in violation of the Agreement (including this AUP); Use the Platform or use or perform the Cleaning Services in any manner or for any purpose (1) other than as expressly set out in the Agreement (including, but not limited to, any journalistic, academic, investigative or unlawful purpose), (2) that is unauthorized or illegal (including, but not limited to, posting or performing a Cleaning Service in violation of local, state, provincial, national, or international law), (3) that is false or misleading (whether directly or by omission or failure to update information), or (4) to access or obtain NeatFreak’s trade secret information (or attempt to do so); Post or upload any content to the Platform (1) that is offensive and/or harmful (including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals, or that exploits people in an abusive, violative or sexual manner), or (2) for which you have not obtained the necessary rights and permissions; Post the same Service repeatedly (“spamming”); Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the Platform; Restrict or inhibit any other User from using and enjoying the Public Areas; Imply or state that any statements you make (whether on or off the NeatFreak Platform) are endorsed by NeatFreak, without the prior written consent of NeatFreak; Use a robot, spider, manual, meta tag, “hidden text,” agent, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, republish, redistribute, transmit, sell, license, download, manage or index the NeatFreak Platform, or the electronic addresses or personal information of others, in any manner; Frame or utilize framing techniques to enclose all or any portion of the Platform; Hack or interfere with the Platform, its servers or any connected networks; Adapt, alter, license, sublicense or translate the Platform for your own personal or commercial use; Remove, alter, or misuse, visually or otherwise, any copyrights, trademarks or proprietary marks or rights owned by NeatFreak and Affiliates; Solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose , not permitted by the Agreement; Collect usernames, email addresses, or other personal information of Users by electronic or other means; Attempt to circumvent the payments system, PSP or service charge or Trust & Support fee in any way (including, but not limited to, making or processing payments for Cleaning Services outside of the Platform, providing inaccurate information on invoices, or otherwise invoicing in a fraudulent manner); Register (1) under different usernames, identities or false identities (including after your account has been suspended or terminated), (2) under multiple usernames or false identities, or (3) using inaccurate information (including using a false or disposable email or phone number); Use tools with the goal of masking your IP address (like the TOR network); Copy, download, use, redesign, reconfigure, or retransmit anything from the NeatFreak Platform without NeatFreaks’ expressed prior written consent, and/or if applicable, the consent of the holder of the rights to the User Generated Content; Use any artificial intelligence technologies to create or generate a Platform account, or to impersonate another person or User; or Submit any part of the Platform (including, without limitation, any NeatFreak information) into any artificial intelligence technologies. B. Fees, Payments, and Cancellation Supplemental Terms THESE FEES, PAYMENTS AND CANCELLATION SUPPLEMENTAL TERMS (“Fees and Payments Terms”) form part of NeatFreak’s Global Terms of Service (the “Terms”) and apply to each User’s access to and use of the Platform, and the fees and payments associated with such access and use. Capitalized terms used, but not defined, in these Fees and Payments Terms will have the definitions as set out in the Terms. Service Payment and Other Amounts Owed by the Customer. All amounts owed and/or to be paid by the Customer shall be set out in an invoice (“Invoice(s)”), which will include the Cleaning-related fees and NeatFreak fees, each as described in more detail below in this Section A. The Customer automatically authorizes the PSP to process payment upon the Customer’s receipt of confirmation (whether through the Platform or via text or email) that the Service has been completed. You acknowledge and agree that NeatFreak may prevent you from booking future Services, if any amounts remain outstanding on your account after a Service is complete. Unless otherwise expressly stated in this Agreement, all fees (including, without limitation, the Service Payment and all NeatFreak fees) are non-refundable. 1. Service-related fees. The Customer is responsible for paying the following associated with each Service: the fee for the Service, at the Cleaner’s rates and as agreed-upon by the Customer and the Cleaner (the “Service Payment”), any out-of-pocket expenses agreed-upon by the Customer and the Cleaner and submitted by the Cleaner in connection with the Service, a tip or gratuity, as applicable, which may be added to the Invoice by, or at the direction of, the Customer (all of which shall go directly to the Cleaner), taxes or similar charges, as described in Section E below, a credit card processing fee, as applicable, and taxes or similar charges, as described in Section E below. 2. NeatFreak fees. In addition to the amounts owed for the Service as set out in Section A(1) above, NeatFreak charges, and the Customer is responsible for paying, the following fees associated with each Service: the service charge that NeatFreak assesses to the Customer for access to and information regarding Cleaners; the Trust & Support fee that NeatFreak assesses for customer support and other various services; taxes or similar charges, as described in Section E below; and applicable cancellation charges (see Section E below for details). NeatFreak reserves the right to change its fees at any time and will notify Customers of any fee changes in accordance with Section 17 of the Terms. If you disagree with a NeatFreak fee change, you may cease using the Platform and terminate the Agreement, at any time, pursuant to Section 7 of the Terms. Cleaners have no authority to, and may not, modify all or any part of NeatFreak’s fees. Amounts Owed by Cleaners. Cleaners will be responsible for (1) paying registration fees, if applicable, and (2) repaying to NeatFreak or the PSP any erroneous payments or other amounts received by the Cleaner. Payment Service Provider (“PSP”). All amounts owed and/or to be paid by any User must be paid through the PSP. The Customer will be required to provide their payment method details to NeatFreak and the PSP. The Cleaner will be required to set up an account with the PSP, which requires registration with the PSP, consent to the terms of service of the PSP (the “PSP Services Agreement”), and completion of a vetting process and/or account validation. NeatFreak is not a party to any PSP Services Agreement, and has no obligations, responsibility or liability to any Cleaner or other party under any PSP Services Agreement. Fraud. Notwithstanding anything herein to the contrary, the Customer will not be held responsible for transactions that are identified by NeatFreak as potential or confirmed fraud; provided that the Customer did not contribute to or cause (directly or indirectly, in any part) such fraud. In these instances, a transaction may be declined, frozen or held until investigation is complete. Sales Tax Collection and Remittance. Users of the Platform may be liable for taxes or similar charges (including VAT, if applicable in the country where the Service is performed), which are imposed on the Services performed and/or fees paid under the Agreement and must be collected and/or paid. In certain jurisdictions, applicable rules require that we collect and/or report tax and/or revenue information about you to applicable tax authorities. You agree that NeatFreak may issue, on your behalf, receipts, or similar documentation to facilitate accurate tax reporting, and use of your account may be paused until such documentation is provided. Notwithstanding anything herein to the contrary, however: Cleaners remain fully responsible and liable for, and in charge of, compliance with all tax obligations applicable to the Cleaner and the Services (including performance thereof), (including, without limitation, filing their tax returns (such as, as applicable, VAT) and paying taxes (such as, as applicable, VAT)) relating to the Services performed by them for the benefit of their Customers. Cleaners should consult with their own tax advisors to ensure compliance with applicable tax and reporting requirements. NeatFreak is neither responsible nor liable for ensuring Users’ compliance with applicable tax obligations. Without limitation, NeatFreak shall not be held responsible for any breach of a Cleaner’s tax obligations, including (without limitation) that NeatFreak shall not be held jointly and severally liable for taxes, interest on overdue taxes, or for any penalties or fines that would be owed by the Cleaner. NeatFreak may (i) request the Cleaner to confirm and/or demonstrate that they are up to date with their tax obligations (including social contributions, if applicable); and (ii) deactivate a Cleaner’s account or limit their use of or remove the Cleaner from the Platform upon (1) a determination from the applicable tax authorities that such Cleaner has failed to comply with tax obligations (such as VAT), or (2) if the Cleaner is unable or unwilling to confirm and/or demonstrate their compliance with their tax obligations, upon request. Cancellation Fees. Customers may cancel a Service at any time. However, the Customer may be billed a cancellation fee under certain circumstances. Please consult the Cancellation Policy. C. Cancellation Policy At NeatFreak, we strive to provide a reliable and efficient platform connecting Customers with skilled Cleaners. To ensure the fair treatment of Cleaners and maintain a high level of service quality, we have the following cancellation policy: Customers may cancel a service at any time. However, Customers will be subject to a cancellation fee if either of the following are applicable: The service was canceled by the customer within 24 hours of the scheduled service time The customer is unavailable or unresponsive at the time of the service, so the service cannot be completed. The Cleaner also cannot have invoiced the Customer for the service. The service cannot have been canceled more than 30 days ago. Customers will not be charged a cancellation fee if: The Cleaner did not show up for the service. The cancellation fee will be charged to the Customer’s payment method associated with the service, and will be calculated as follows: The equivalent of 1 hour at the Cleaner’s hourly rate and NeatFreak fees, which cover platform usage. By agreeing to use our platform and booking a Cleaner, Customers acknowledge their understanding and acceptance of this cancellation policy. It is the responsibility of the Customer to respond to their Cleaner or NeatFreak Support, and ensure their availability for the scheduled service. For Customer cancellations meeting the criteria above, Cleaners affected by these cancellations will be eligible to receive the equivalent of 1 hour of compensation at their hourly rate, in accordance with our company values, with one exception: Cleaners with violations of the NeatFreak Terms of Service in the past 90 days may be ineligible to receive compensation. If a Customer refuses to pay the cancellation fee, their account may be suspended or deactivated, and they may be held responsible for any additional costs incurred by NeatFreak or the Cleaner due to the cancellation. NeatFreak reserves the right to modify or update this policy at any time.
25. Acknowledgement and Consent.
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, AS WELL AS THE PRIVACY POLICY, THE AUP, ALL OTHER TERMS INCORPORATED HEREIN AND THEREIN BY REFERENCE, AND AGREE THAT MY USE OF THE PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT.