Last Updated: 22nd of September, 2017
This Joyclean Provider Services Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of joyclean.com (the “Site”) and the services, features, content, applications, or mobile device applications offered by Joyclean, LLC (together with the Site, the “Services”) and is an agreement between Joyclean, LLC (“Joyclean,” “us,” “we”) and you or the entity you represent (“you,” “your,” “user”). This Agreement: (i) incorporates any terms agreed between you and Joyclean or provided to you; and (ii) becomes effective immediately at such time as you create a professional cleaner account on the Site or Services or indicate your assent to this Agreement via checkbox, digital signature, or other means. IF YOU DO NOT ACCEPT THIS AGREEMENT, WE WILL NOT PROVIDE YOU WITH THE SERVICES OR GRANT YOU ANY LICENSE OR USE RIGHTS HEREUNDER. IF YOU REGISTER FOR AN ACCOUNT ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT TO JOYCLEAN THAT YOU HAVE THE ACTUAL AUTHORITY TO BIND SUCH ENTITY TO THE AGREEMENT.
IMPORTANT NOTICE: THIS PROVIDER SERVICES AGREEMENT CONTAINS AN ARBITRATION PROVISION, WHICH WILL REQUIRE YOU TO SUBMIT ANY CLAIMS YOU MAY HAVE AGAINST JOYCLEAN TO BINDING AND FINAL ARBITRATION. IN ADDITION, UNDER THE ARBITRATION PROVISION, (A) PROVIDERS WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST JOYCLEAN ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (B) PROVIDERS WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SECTIONS 19 AND 24 REGARDING ARBITRATION.
1. REGISTRATION ACCURACY.
In consideration of your use of the Site and/or Services you agree to: (1) provide true, accurate, current and complete information about yourself in responding to and/or completing the Site’s/Services’ registration form (the "Registration Information"); and (2) keep the Registration Information true, accurate, current and complete by maintaining and promptly updating it. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Joyclean has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Joyclean has the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or the Services (or any portion thereof).
2. YOUR ACCOUNT AND SECURITY.
You will be responsible for creating and maintaining the confidentiality of your username and password. You are responsible for all activity occurring under your account. You agree that you will (i) immediately notify Joyclean of any unauthorized use of your username or password and (ii) ensure that you properly exit the Site and/or Services at the completion of your session. Joyclean shall have no liability for any loss or damage arising from your account or your failure to comply with these requirements.
4. PROVIDER SERVICES.
4.1. You understand that Joyclean provides and facilitates a neutral technology service for users to offer, obtain and provide certain professional residential cleaning services (the “Provider Services”) in compliance with Joyclean's policies. Those who request Provider Services via the Site or Services are referred to as a “Requester” in this Agreement. JOYCLEAN IS NOT THE EMPLOYER OF ANY PROVIDER ON THE SITE AND/OR SERVICES. YOU ACKNOWLEDGE THAT JOYCLEAN NOT SUPERVISE, DIRECT, OR CONTROL A PROVIDER’S WORK OR PROVIDER SERVICES PERFORMED IN ANY MANNER. You are solely responsible for setting your own hourly rates and any costs or expenses incurred in connection with your business and the performance of the Provider Services, and in no event shall Joyclean reimburse, or be required to reimburse, you or a Provider for any tools, materials, costs or expenses in connection with the Provider Services. You are solely responsible for payment of all required state and federal income tax withholdings, unemployment insurance, disability insurance, social security taxes, and all other applicable taxes and insurance related to the provision of Provider Services. You agree that you are fully and solely responsible for filing, and shall file, for all required filing periods all applicable tax documents with the Internal Revenue Service. All Providers on the Site and/or Services provide services to Requesters as an independent contractor, and are not an employee, joint venture, partner, agent, or franchisee of Joyclean for any purpose whatsoever. You understand and agree that, as a result, Joyclean is not involved and does not participate in the various transactions between a Requester and a Provider. You understand and agree that, consequently, Joyclean does not enter into any contracts between a Requester and a Provider for any Provider Services, nor does it become involved in the actual provision of Provider Services by a Provider for a Requester.
4.2. You understand and agree that Joyclean does not review, screen, or vet the content or information provided by Requesters through the Site and/or Services. You further understand and agree that Joyclean does not review, screen, or vet the identity or background of any Requester. Therefore, each Provider should exercise common sense and due caution when meeting and/or accessing any Requester home and personal property, just as you would when interacting with someone you do not know. JOYCLEAN IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY PROVIDER OR REQUESTER, WHETHER ONLINE OR OFFLINE, AND WILL NOT BE LIABLE FOR ANY INJURY, DAMAGE, OR CLAIM ARISING OUT OF OR IN CONNECTION WITH ANY PROVIDER SERVICES. BY USING THE SITE AND/OR SERVICES, YOU AGREE THAT JOYCLEAN SHALL NOT BE HELD LIABLE FOR ANY DAMAGE TO PERSONS, PROPERTY, OR PREMISES THAT MAY ARISE OUT OF THE PROVISION OR REQUESTING OF PROVIDER SERVICES VIA THE SITE AND/OR SERVICES.
4.3. You understand and agree that Joyclean does not and cannot exert any control over the authority of the Requesters to enter into any transactions and that accordingly, Joyclean cannot provide any assurance or guarantee that any Requester will actually conclude any transaction. You understand that Joyclean strongly encourages that you use and employ the communication tools made available through the Site and Services to communicate directly with a Requester in order to glean as much information as possible regarding any transaction you intend to enter into. You acknowledge and agree that Joyclean may share a Provider’s contact information with a Requester in order to facilitate coordination and completion of Provider Services, including but not limited to a Provider’s phone number and text messaging (SMS) information. You understand and agree that, since Joyclean is a neutral technology service, it cannot bear responsibility or liability for any materials or information (including without limitation, text, identities, images, content, listings, copy, descriptions, and prices) posted by any user, including you, on the Site and/or the Services. You understand and agree that your use of the Site and the Services is at your own risk.
4.4. You are solely responsible for performing Provider Services ordered by Requesters and accepted by you via the Site and/or Services (each, a “Job”), including but not limited to (a) traveling to the Job location, (b) providing all necessary tools and supplies in order to perform the Provider Services, and (c) performing Provider Services in the room(s) specified by a Requester at the agreed upon time and for the agreed upon Job duration. Each Provider shall maintain a high standard of professionalism, including but not limited to maintaining industry standard tools and supplies in good working condition and maintaining a tidy personal appearance. You acknowledge and agree that Requesters may rate each Provider who performs Provider Services, and that Joyclean may terminate your account if a Provider receives low ratings or if Joyclean receives a complaint from a Requester, in its sole discretion.
4.5. If a Job accepted by a Provider requires more time to complete than the amount of time ordered by a Requester, prior to the Provider performing Provider Services beyond the agreed upon timeframe, the Requester and Provider may agree upon an increase in the fee based on the estimated additional time needed to complete the Job. Upon agreement to an increase in a Job fee, Provider and Requester shall notify Joyclean. Joyclean shall not be involved in any negotiations regarding Provider Job fee increases.
4.6. A Provider may not cancel a Job without providing at least twenty-four (24) hours’ advance notice to the Requester, except in the case of an unavoidable emergency, in which case, Provider shall notify the Requester as soon as possible. If either a Provider or Requester cancels a Job, they may mutually agree to reschedule it. If either Provider or Requester does not agree to reschedule a Job, Joyclean shall have the right to make the Job available again on the Site and/or Services.
4.7. Joyclean does not guarantee any minimum number of Jobs will be available to Providers, or that Providers will obtain any Jobs at all. You acknowledge and agree that in order to be eligible for a Job, a Provider must have a mobile device with Global Positioning System (GPS) activated. Joyclean may collect the latitude and longitude location of Provider for purposes of identifying the distance between a Requester’s home and a Provider’s location at any time. If a Provider is in the vicinity of a Requester’s home where Provider Services have been requested, the Provider’s general location may be shared with that Requester in order to facilitate referral of a Job to Provider. Joyclean may also use and retain Provider location information in order to confirm that a Job has been performed during the agreed upon time frame. For this reason, each Provider should ensure that his or her mobile device with the JoycleanPro application installed is turned on and that GPS location is enabled during every Job. Joyclean shall not be responsible for Provider’s failure to ensure that Joyclean can collect Provider’s location information in the event there is a dispute between Provider and a Requester. Joyclean expressly does not collect or use location information for the purpose of controlling or monitoring how often Provider uses the Site and/or Services to obtain Jobs or the manner or means by which the Provider performs Provider Services. By agreeing to this Agreement, you consent to this collection and sharing of Provider location information in connection with the Provider’s use of the Site and/or Services.
5. JOB PAYMENT AND SERVICE FEES.
5.1. You, and not Joyclean, are solely responsible for determining a Provider’s hourly rate for Provider Services, along with any additional costs (for example, the cost of cleaning supplies) to be factored into such rate (the “Job Fee”). Joyclean’s fee for providing the Services to you is fifteen percent (15%) of your Job Fee after any discount authorized by you has been deducted (the “Service Fee”). You hereby authorize Joyclean to automatically deduct its Service Fee from your Job Fee in order to pay for Joyclean’s operational and technology costs. Therefore, when determining your Job Fee, you should keep in mind that our Service Fee will be deducted from the Job Fee that you list. You acknowledge and agree that you are solely responsible for the Job Fee you list on the Site and Services.
5.2. When a Job is complete, Provider will submit confirmation that the Job is complete via the Site or Services. Joyclean will transmit payment of the Job Fee and any tip(s) received from a Requester, minus the Service Fee, any discount authorized by you, and any other applicable fees, to Provider via Automated Clearing House (“ACH”) or other means agreed upon between you and Joyclean on a weekly or biweekly basis. You must provide certain bank account information to Joyclean in order to receive payment for completed Jobs. If required by applicable law, Joyclean will report the payments paid to you under this Agreement by filing the appropriate Form 1099 with the Internal Revenue Service.
5.3. You understand and agree that in connection with the transactions facilitated by the Site and Services, Joyclean may serve as your limited authorized agent for the purpose of accepting payments from a Requester on your behalf and is responsible for transmitting payments to you. You hereby appoint Joyclean as your limited agent solely for the purpose of collecting payments from Requesters as described in this Agreement.
5.4. While Joyclean reserves the right, it has no obligation to become involved in any way with disputes between you and any other user of the Site and/or Services, including but not limited to a Requester. If Joyclean does choose to mediate a dispute, Joyclean’s decision shall be final. If either you or Joyclean determines that a refund of all or a portion of the Job Fee is to be made, such refund shall be given in accordance with Joyclean’s Change and Cancellation Policy, as may be amended from time to time, and which is hereby incorporated into this Agreement by reference. If a full or partial refund of the Job Fee is provided by you to a Requester, a full or pro rata portion, as applicable, of the Service Fee shall be refunded.
5.5. A Requester or a Provider may cancel a Job at any time without penalty at any time more than twenty-four (24) hours prior to the start of the scheduled Job. Jobs cancelled less than twenty-four (24) hours prior to the start of the scheduled Job shall be subject to the Joyclean Change and Cancellation Policy.
5.6. Joyclean is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by you, your agents, or your Requesters that are deceptive, fraudulent or otherwise invalid ("Fraudulent Actions"). By using the Site and/or Services, you hereby release Joyclean from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify Joyclean of any Fraudulent Actions which may affect the Services. Joyclean reserves the right, in its sole discretion, to terminate your account if you engage in, or permit any Provider or Requester to engage in, Fraudulent Actions.
5.7. Providers may be engaged or employed in any other business, trade, profession, or other activity, including providing residential cleaning services via means other than the Site and/or Services, including other online technology services. However, under no circumstances shall Providers solicit Requesters referred to you via the Site and/or Services except through the Site and/or Services. Joyclean reserves the right to charge a Provider, or to deduct from amounts owed to Provider hereunder, a referral fee if a Provider successfully solicits a Requester who was originally referred to Provider via the Site and/or Services to request and pay for residential cleaning services by any means other than the Site and/or Services.
6. USER CONTENT
6.1. The Site and Services permit you and other users to create, submit, share, post, copy, link, store and otherwise distribute certain information, images, photos, drawings, videos, icons, text and/or other content (“User Content”). You are responsible for your User Content, including without limitation its legality, reliability, and appropriateness. You warrant that either: (a) your User Content is wholly original to you and you exclusively own the rights to your User Content, including the right to grant all of the rights and licenses in this Agreement; or (b) all parties whose materials are included in your User Content, or who contributed in any way, are depicted in, or have any rights to your User Content, have granted you permission to submit and license your User Content to Joyclean as set forth herein, with full knowledge that Joyclean may exploit it in any manner whatsoever. You make such warranties without Joyclean incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you.
6.2. You grant to Joyclean the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, make derivative works from, re-title, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content, for any purpose whatsoever, in any and all formats; on or through any and all media, software, formula or medium now known or hereafter known; and with any technology or devices now known or hereafter developed, and to advertise, market and promote the same.
6.3. You further agree that Joyclean is free to use any ideas, concepts, know-how or techniques contained in any User Content you send or upload to the Site, Services, or Joyclean, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such User Content, and without remuneration of any kind. You further perpetually and irrevocably grant Joyclean the unconditional right to use and exploit your name, persona and likeness included in any User Content. You also grant to Joyclean the right to sub-license and authorize others to exercise any of the rights granted to Joyclean. You authorize Joyclean to publish your User Content in a searchable format that may be accessed by users of the Site, Services, and the Internet, and you waive any rights of attribution and/or any so-called moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
6.4. You hereby understand and agree that at all times Joyclean reserves the right (but does not assume the obligation), to be exercised in its sole discretion in the event it deems you to be in violation this Agreement, in Joyclean's sole discretion, either to (i) delete or remove any User Content for any reason; or (ii) terminate or deny access to and use of the Services and/or Site to you or any other party, for any reason.
7. BACKGROUND CHECKS.
7.1. Joyclean procures certain background check services on each Provider from consumer reporting agencies in Joyclean's sole discretion (collectively, "Background Checks"). Joyclean reserves the right to Background Checks are regulated by the Fair Credit Reporting Act (the "FCRA"), and the background reports resulting from the Background Checks are considered "consumer reports" under the FCRA. Consumer reports may contain information on a person's character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers' compensation, driving, employment, military, civil, and educational data and reports.
7.2. Joyclean will receive a copy of each Background Check authorized by a user registered as a provider of Provider Services when creating a Joyclean account. If a Background Check reveals adverse information about a Provider, we will notify you and your Provider profile will not be listed on the Site or Services. If a Background Check does not disclose any disqualifying conditions or characteristics of a Provider, in Joyclean’s sole discretion, or otherwise cause Joyclean to suspend or terminate you from using the Site and Services, your profile listing will be activated on the Site and Services.
7.3. You understand and agree that Joyclean may review the information provided by the third party consumer reporting agency and that Joyclean retains the right to terminate your Joyclean account and use of the Site and Services based on the information it receives from these Background Checks, even if such information was subsequently dismissed. If Joyclean terminates your account or access to the Site and/or Services on the basis of information in Background Checks, it will notify you and provide you the name and contact information of the consumer reporting agency that created the report. Joyclean will also provide you a copy of the report unless the consumer reporting agency has already provided you a copy or access to it. You hereby represent, understand and expressly agree that Joyclean does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in these Background Checks. Furthermore, any inaccuracies in the report must be addressed with the consumer reporting agency that issued it (and not Joyclean) within the time period specified in your notice.
7.4. Joyclean may require Providers to pay a nonrefundable application fee in order to cover the cost of Background Checks prior to being accepted to use the Site and Services (the “Application Fee”). You understand and agree that payment of an Application Fee does not guarantee a Provider will be allowed to access the Site and/or Services, nor that a Provider will have access to or obtain any Job. The Application Fee is nonrefundable and will not be refunded if a Provider’s access to the Site and Services is denied or terminated.
7.5. BY AGREEING TO THIS AGREEMENT AND USING THE SITE AND/OR SERVICES, YOU AGREE TO ALLOW JOYCLEAN TO PERFORM BACKGROUND CHECKS AND CHARGE THE APPLICATION FEE FOR THE PURPOSES DESCRIBED ABOVE. IF YOU OR THE ENTITY YOU REPRESENT EMPLOYS OR CONTRACTS WITH PROVIDERS, YOU ARE SOLELY RESPONSIBLE FOR OBTAINING THEIR CONSENT TO BACKGROUND CHECKS HEREUNDER. IF YOU DO NOT WANT THESE INTERNAL BACKGROUND CHECKS TO BE PERFORMED, YOU SHOULD NOT USE THE JOYCLEAN SITE OR SERVICES. NO FURTHER CONSENT FROM YOU IS REQUIRED FOR THESE CHECKS TO BE PERFORMED.
It is your sole responsibility to maintain in full force and effect adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance, in each case with insurers reasonably acceptable to Joyclean, with policy limits sufficient to protect and indemnify Joyclean and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, managers, controlling persons, and successors and assigns, from any losses resulting from your conduct, acts, or omissions or your assistants, agents, contractors, servants, or employees.
You understand and agree that, in the course of performing Provider Services, a Provider will have access to a Requester’s home and personal belongings, and therefore may receive certain private and/or confidential information regarding a Requester.
You agree that a Provider shall not publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding a Requester, including home address, email address, telephone number, medical information, and/or financial information, except with the written permission of the applicable Requester or upon an order of a government authority having jurisdiction over the matter. A Provider shall not engage in any activity which violates the privacy of any Requester, whether before, during, or after the performance of Provider Services, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Requester or his or her home or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. You acknowledge and agree that a Provider’s failure to comply with the foregoing shall constitute a material breach of this Agreement and Joyclean shall have the right to terminate your account. Provider further acknowledges that pursuant to 18 U.S.C. 1832, an individual shall not be held civilly or criminally liable under any federal or state trade secret law for disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
We may change, discontinue, alter, or modify the Site or any of the Services, or a portion of the Site or Services (including the Services as a whole) or change or remove features or functionality of the Site or Services from time to time.
11. MONITORING OF YOUR ACTIVITY.
11.1. Because Joyclean wants to continue to improve the Site and Services for the benefit of you, Providers, and Requesters, we may (but do not have an obligation to) monitor your activity on the Site and Services. By using the Site and/or Services, you specifically agree to Joyclean monitoring you in this manner.
11.2. You understand, however, Joyclean cannot and does not make any warranties or guarantees that: (i) the Site or Services, or any component thereof, will be made free from error or inaccuracy as a result of such monitoring or free from unauthorized and/or unacceptable use as a result of such monitoring; (ii) any statements or factual items presented by the Site or Services will be free from error or authenticated; or (iii) Joyclean will take any action in the event of any non-compliance with this Agreement.
12. OWNERSHIP AND INTELLECTUAL PROPERTY.
12.1 “Joyclean.com”, “Joyclean”, “JoycleanPro”, and other Joyclean graphics, logos, page headers, button icons, scripts, and service names are trademarks of Joyclean. All information appearing on or through the Site or Services (inclusive of any websites, applications, software, and other materials associated therewith), including documents, copy, text, images, logos, design elements, graphics, as well as the arrangement and composition thereof, but specifically excluding any User Content and Requester Data, are the sole property of Joyclean or its third-party licensors. Any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is expressly prohibited without the express written consent of the applicable copyright owner or licensor. Joyclean reserves all rights in the Site and Services that are not expressly granted. You acknowledge and affirm that other third party trademarks, names, and logos on the Site and Services are the intellectual property of their respective third party owners. Nothing in this Agreement shall be deemed to assign or transfer to you or any Provider any rights to any such intellectual property.
12.2 As between you and Joyclean, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Site and Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Site and Services solely in accordance with this Agreement. Except as provided in this Section 12.2, you obtain no rights under this Agreement from us or our licensors to the Site or Services including any related intellectual property rights.
12.3 Joyclean will be free to use, irrevocably, in perpetuity and for any purpose, all suggestions or feedback (collectively, "Feedback") provided to Joyclean by you, any Provider, or any other employees, representatives, or other agents, with respect to the Site and Services. The foregoing grant of rights is made without any duty to account to any of the foregoing persons or entities for the use of such Feedback.
13. COPYRIGHT POLICY
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
A description of the copyrighted work that you claim has been infringed;
A description of the material that you claim is infringing and where it is located on the Service;
Identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
Your address, telephone number, and email 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 above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our Copyright Agent via email at emailUS@joyclean.com or by mail at Joyclean LLC, c/o WeWork Bryant Park, 54 West 40th Street, New York, New York 10018.
Joyclean reserves the right to terminate your account or any user account that it determines to be “repeat infringers." A repeat infringer is a user who has repeatedly been notified of infringing activity and/or has had User Content repeatedly removed from the Site and/or Services.
The Services may, from time to time, access third party content by accessing third party Application Programing Interfaces (“APIs”) within the Site and/or Services. You understand and agree that the Site and Services are not endorsed, certified or otherwise approved in any way by the third party providing such API and the provider of the API is not responsible for the Site or Services. Notwithstanding any license provided under this Agreement (including the end user license granted under this Agreement), (i) any such third party API is provided “as-is,” without any warranties and all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement, are expressly disclaimed; (ii) you may not modify or create derivative works based on any part of any such third party API; (iii) you may not decompile, reverse-engineer, disassemble, and/or otherwise reduce any such third party API to source code or other human-perceivable form, to the full extent allowed by law; (iv) ownership of any such third party API and any services related to any such third party API remain with the owner of the API; and (v) the provider of any third-party API used in connection with the Site or Services disclaims any and all liability on the part of the third-party API provider for any interruption in its services as accessed via the Services. If at any time any third party content provider ceases to make its API available to Joyclean on reasonable terms, Joyclean may cease to provide such features to you without entitling you to refund, credit, or other compensation.
15. COMPLIANCE WITH LAW.
Any use of the Site and/or Services, including but not limited to the offering and performance of Provider Services and uploading, making available, or otherwise using any User Content, must be lawful and you expressly agree to avoid any use that is potentially or actually unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene or otherwise objectionable, or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law, regulation or judicial ruling. You shall not falsely claim to be or represent any third parties including but not limited to Joyclean personnel or another user.
16. TERM AND TERMINATION.
16.1. Joyclean shall provide the Services to you beginning upon the date that you create an account on the Site or Services and shall continue until you delete your Joyclean account or this Agreement is otherwise terminated as set forth herein. You understand and agree that Joyclean may, in its sole discretion and at any time, terminate your password, your account or any User Content, for any reason. Joyclean may also, in its sole discretion and at any time, discontinue any service or limit or restrict any user's access thereto, for any reason. You understand and agree that Joyclean may take any one or more of these actions without prior notice to you. Should Joyclean take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your account, including your Registration Information and User Content. You understand and agree that Joyclean shall not have any liability to you or any other person for any termination of your access to any service and/or the removal of information concerning your account. Upon termination of this Agreement, Joyclean shall pay to you all amounts owed within twenty-eight (28) days of termination, provided that all disputes, refunds, and similar matters have been settled.
16.2. You agree not to use or attempt to use the Site, Services, or any information received about a Requester for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, your Requesters, or to any person. Improper uses include, but are not limited to:
a. The violation of any applicable law or regulation;
b. The uploading or use of materials, content, and/or User Content that you do not have the right or authorization to upload, use, or transmit;
c. The uploading or use of materials, content, and/or User Content that infringes a third party's rights;
d. Uploading or using User Content in a manner, that in Joyclean's sole discretion and judgment, is considered unlawful, defamatory, infringing, libelous, slanderous, indecent, improper, offensive, in bad taste, inconsistent or disparaging to Joyclean's business, its trade name, and public image;
e. Attempting to intercept, collect or store data about third parties without their knowledge or consent, in an unlawful fashion with the intention to cause harm to any such third-party;
f. Deleting, tampering with or revising any material or content uploaded by any other person or entity;
g. Accessing, tampering with or using non-public areas of the Site, Services, or any Joyclean website or Joyclean's computer systems and network;
h. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
i. Attempting to access or search the Site or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by us or other generally available third party web browsers;
j. Sending or attempting to send unsolicited messages, including without limitation, “pyramid schemes”, “spam”, “chain mail”, “junk mail”, or any similar form of solicitation;
k. Using or attempting to use the Site or Services to send altered, deceptive or false source-identifying information;
l. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site, Services, or Sales Funnel;
m. Interfering or attempting to interfere with the access of any other user, host or network, including without limitation, sending a “virus” to the Site, Services, Requester, or any other user, overloading, “flooding,” “spamming,” “crashing,” or “mail bombing” the Site or Services; or
n. Impersonating or misrepresenting your affiliation with any person or entity.
17. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
ALL SERVICES ARE PROVIDED TO YOU “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. JOYCLEAN DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT, OR THE SERVICES FURNISHED BY IT UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JOYCLEAN DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN A MINIMUM NUMBER OF JOBS OR ANY JOBS AT ALL. JOYCLEAN DOES NOT GUARANTEE THAT ANY JOYCLEAN MATERIALS, INFORMATION, SITE, OR SERVICES WILL BE ERROR-FREE, OR CONTINUOUSLY AVAILABLE, OR FREE OF VIRUSES OR OTHER HARMFUL MATERIALS. ANY MATERIAL, SOFTWARE, AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE OR SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM DOWNLOADING SUCH MATERIAL, SOFTWARE, AND/OR DATA.
JOYCLEAN EXPRESSLY DISCLAIMS ANY AND ALL INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES IN ANY EVENT EVEN IF ADVISED BEFOREHAND OF SUCH DAMAGES AND IN NO EVENT SHALL JOYCLEAN BE LIABLE FOR SUCH DAMAGES RESULTING FROM THE ACTIONS OR CONDUCT OF YOU, YOUR AGENTS, PROVIDERS, REQUESTERS, OR ANY OTHER JOYCLEAN USER.
TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, JOYCLEAN'S LIABILITY FOR ANY LOSS, CLAIM, DAMAGE OR LIABILITY OF ANY KIND INCLUDING THAT WHICH MAY BE DUE TO JOYCLEAN'S ACTUAL OR ALLEGED NEGLIGENCE, SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE USE OF THE SERVICES, BUT IN NO CASE WILL OUR LIABILITY TO YOU EXCEED $100. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE USE OF THE SITE AND/OR SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION.
ALL USERS WHO ARE CALIFORNIA RESIDENTS, HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES IN RELEVANT PART: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY ARE ABSOLUTELY NECESSARY FOR JOYCLEAN TO OFFER THE SERVICES AND/OR OPERATE THE SITE, AND ACCORDINGLY SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL BE OF FULL EFFECT AND FORCE, EVEN IF THEY CAUSE YOUR REMEDIES UNDER THIS AGREEMENT TO FAIL OF THEIR ESSENTIAL PURPOSE.
18. HOLD HARMLESS AND INDEMNIFICATION.
By using the Site and/or Services, you agree to defend, indemnify, and hold harmless Joyclean, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (i) your, your agents’, or any Provider’s use of the Site and/or Services, including but not limited to any damage to persons or property incurred in the provision of Provider Services; (ii) breach of this Agreement, breach of any agreement with a third party, or violation of applicable law by you, your agents, or any Provider; (iii) any User Content or the combination of any User Content with other applications, content or processes, including any claim involving unauthorized disclosure or alleged infringement or misappropriation of third-party rights by any User Content, or by the use of any User Content; or (iv) a dispute between you and any Provider, Requester, or other user of the Site or Services. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process.
19. GOVERNING LAW AND ARBITRATION.
If there is any dispute arising out of the Site or Services, by using the Site and/or Services, you expressly agree that any such dispute shall be governed by the laws of the State of New York, U.S.A. and the federal laws of the United States of America, without regard to its conflict of law provisions and excluding that body of law known as conflicts of law and the United Nations Convention on Contracts for the Sale of Goods. Any dispute under this Agreement will be resolved by final and binding arbitration in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules and in an arbitration proceeding conducted in either New York County, New York or Washoe County, Nevada. Each party waives any right to adjudicate any dispute in any other court or forum, except that a party may seek interim relief before the start of arbitration in a state or federal court sitting in New York County, New York or Washoe County, Nevada, to protect its confidential information. The parties will abide by any decision in the arbitration and any court having jurisdiction may enforce it. The parties submit to the jurisdiction of the federal and state courts sitting in New York, New York or Washoe County, Nevada to compel arbitration or to confirm an arbitration award. The prevailing party shall be entitled to reimbursement of attorney fees and costs. Use of the Site and Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section 19. Joyclean’s performance under this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement shall abridge Joyclean’s rights to comply with any governmental, court and law enforcement requests or requirements relating to your use of the Site or Services or information provided to or gathered by Joyclean with respect to such use.
If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
21. NO PARTNERSHIP.
In no event shall your use of the Site or Services create a partnership, joint venture, broker relationship, employee-employer, agency, or franchiser-franchisee relationship. Joyclean’s relationship with you is that of an independent contractor.
22. ENTIRE AGREEMENT, INUREMENT.
It is hereby acknowledged that this Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
23. NO THIRD PARTY BENEFICIARIES.
This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
24. CLASS ACTION/JURY TRIAL WAIVER.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE OR SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND JOYCLEAN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. YOU AND JOYCLEAN AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.