Property Managers Customer Agreement

c. User gives TIDY permission to use any and all of User's voice, image, likeness, and any ratings and reviews, with or without using User's name, in connection with the products and/or services available through the TIDY Software, for any purpose deemed appropriate by the TIDY in its reasonable discretion, except to the extent expressly prohibited by law.

d. User represents and warrants they have all legal rights to use any User Content.

5. Background Checks and Licensing

Although you can require background checks from Service Providers, TIDY cannot confirm that a User or Service Provider is who they claim to be. TIDY does not assume any responsibility for the accuracy or reliability of this information or any information on the Service. Background checks are completed by one or more third party background check services. However, each User should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know.

The Background Check Certification means that a third party background check provider ran their check, and could not find evidence at the time that the Service Provider was on the sex offender registry, national terror watchlist, or had a theft or safety related issue on the Federal repository or County repository in which they reside.

Certain states may require state-level licensing for services. We recommend you confirm these licensing requirements with the Service Provider and the applicable state and local licensing authorities. In some states, licensing may be required by the county or local authority in which the work is being performed. We recommend you confirm these licensing requirements before proceeding. We always recommend that you ask the Service Provider to provide you with a copy of their license.

TIDY CANNOT AND DOES NOT WARRANT OR REPRESENT THAT A SERVICE PROVIDER'S PROFILE OR BACKGROUND CHECK CERTIFICATION IS UP TO DATE. TIDY IS UNDER NO OBLIGATION TO UPDATE A BACKGROUND CHECK OR PROFILE.

BY USING THE TIDY SOFTWARE AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE REQUESTER AGREES TO HOLD TIDY FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF ANY ACTION OR SERVICE BY A SERVICE PROVIDER. TIDY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING SERVICE PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICE BOOKED WITH A SERVICE PROVIDER.

6. Billing and Payment Policy

Property Managers must pay all fees owed to TIDY. You can select payment methods and schedules in your account, subject to credit restrictions at TIDY's discretion. You authorize TIDY to charge payments according to your account settings.

No refunds or credits will be provided after charging. At TIDY's discretion, refunds may be granted in extenuating circumstances, for specific promotions, to refund credit balances, or to correct TIDY errors.

While TIDY uses commercially reasonable security measures for payment processing through third-party services, we disclaim liability for any data breaches and you agree to hold TIDY harmless. Contact TIDY for information about our payment processors.

You are liable for all transaction taxes on services (excluding taxes on TIDY's income).

7. Third Party Sites

Links from TIDY Software to third-party sites do not constitute endorsement. You access third-party sites at your own risk and agree to hold TIDY harmless from any resulting liability.

8. Limitations of Use of the Software

You may only use TIDY Software for personal use or as an authorized representative where legally permitted. You must follow all applicable laws. Any agreement with Service Providers is between you and them directly.

You shall NOT use the TIDY Software to:

• Violate any laws
• Create employment relationships involving TIDY
• Bulk collect user information
• Solicit for other businesses or services
• Find providers for use outside the platform
• Recruit or solicit users for other purposes
• Resell the software
• Impersonate others or share accounts
• Spam or imply TIDY endorsement without consent
• Reverse engineer or interfere with the software
• Scrape or index the platform
• Remove or alter TIDY's proprietary marks
• Register new accounts after suspension
• Mirror TIDY content
• Forge messages or alter data

9. Credit, Promotions, and Gifts

9.1. Credit

Account credits can only be used for TIDY fees and expire after 90 days unless otherwise specified or prohibited by law. Gift card credits do not expire.

9.2. Promotions

a. Changes to Promotions. We may modify or discontinue promotional opportunities at any time without notice.

b. Promotional Coupons. Coupons have no cash value, are non-refundable, can only be used once, and may be canceled at any time. Coupons do not apply to sales tax or similar transaction taxes.

c. Referral Discounts. Referral codes may only be shared with personal contacts for legitimate referrals. You may not promote codes through marketing, advertising, coupon sites, or bulk distribution. Referral discounts apply only to Concierge Fees and have no cash value. We may terminate codes or accounts that violate these terms.

9.3. Gift Cards

a. Gift Cards are only redeemable for TIDY fees or service provider payments, with no cash value except where required by law.

b. Gift Cards must be presented at purchase and available balance will be applied.

c. Gift Cards have no expiration date or service fees.

d. Gift Cards cannot be replaced if lost/stolen or combined with coupons.

e. Gift Cards cannot be used for previous purchases or to buy other Gift Cards.

f. We may limit Gift Card purchases and cancel fraudulently obtained cards.

g. Gift Cards are not linked to any credit card or bank account.

h. Gift Cards are void if copied or resold but may be given as gifts.

i. Gift Card purchases are final and non-refundable.

j. We may correct Gift Card balances for billing errors.

k. Gift Card use is subject to this Agreement and terms may change without notice.

l. Unused Gift Card balances may be subject to state unclaimed property laws. If we must transfer balances to the state, you must contact the state to recover funds. We will try to exempt Gift Cards from these laws where possible.

10. Intellectual Property Complaints

TIDY responds to intellectual property infringement notices. Email legal@tidy.com with detailed claims of infringement.

11. Modifications to the Software

We may modify or discontinue any part of TIDY Software without notice and will not be liable for such changes.

12. TIDY Subscriptions, Fees, and Payment Terms

a. TIDY Software is generally offered as a subscription payable for what you use. The fees are set forth online or in the app. All fees are non-refundable and non-transferable except for as expressly provided in these Terms of Service. Each Property Manager authorizes us to confirm that the payment method on their Account is in good standing with a financial institution as long as the Property Manager has an active Subscription.

b. We reserve the right to adjust pricing for any subscription at any time upon fourteen (14) days prior notice and beginning on your next billing cycle. You must agree to the change in fees to continue to use the Services.

c. You may terminate any subscription at any time online in your app. You will not be eligible for a prorated refund or any portion of the Subscription fees paid for the then-current subscription cycle. Following cancellation, you will continue to have access to the TIDY Software through the end of your current billing cycle.

d. Additional fees may apply for features that will be expressly laid out in the app. Examples include payment processing, Jobs Requested Through TIDY, and communication charges.

13. Dispute Resolution between Service Providers and Clients

a. You may choose the method of dispute resolution with any Service Providers you book, including dispute resolution by TIDY. It is not required to use TIDY for dispute resolution unless both you and the Service Provider agreed to do so.

b. If using TIDY for dispute resolution. You agree to abide by and to follow the terms of the TIDY Resolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any dispute between you and your Service Provider; however we are not liable to you or any Service Provider if such matters cannot be resolved.

c. If you lose any dispute with a Service Provider and are using TIDY for dispute resolution, we reserve the right to withhold the disputed amount from future payments or charge any payment method as needed.

d. If you win any dispute with a Service Provider, we can withhold fees from them where possible but are otherwise unable to provide any collection services.

14. Indemnification

a. Property Managers shall defend, indemnify and hold harmless TIDY and its affiliates, parents, subsidiaries, and partners and their respective officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from User's omissions or acts, such as booking or managing jobs with service providers; and (b) User's breach of any representation, warranty, or obligation under this Agreement.

b. The Services booked by the User pursuant to this Agreement are fully and entirely User's responsibility. TIDY is not responsible or liable for the actions or inactions of a Service Provider or other third party in relation to the Services booked by User using TIDY Software. User understands, therefore, that by using the TIDY Software, User may be introduced to third parties in relation to whom TIDY has not conducted any background or reference checking, that may be potentially dangerous, and that User uses the TIDY Software at his/her own risk.

15. Additional Protection

You can purchase additional protection on jobs for things that TIDY does not cover: like theft, damage, money back guarantee, and other protections. These are not included by default, and subject to a separate agreement and quoting.

16. Insurance & Liability & Damage Claims

It is the sole responsibility of the User to ensure that both You and Service Provider have adequate insurance to protect yourself and the Service Provider, this may include commercial and general liability insurance, workers' compensation insurance (or, if permitted by law, occupational accident insurance), unemployment insurance, liability insurance, and other forms of insurance as necessary to protect yourself and the Service Provider.

If you carry insurance that would cover you in the event of a claim, such as renter's insurance, homeowner's insurance, automobile insurance or an umbrella policy ("Personal Insurance"), You agree that your Personal Insurance is primary and any coverage offered by TIDY would be secondary. TIDY shall never compensate for losses covered by your Personal Insurance.

16.1. Limited Damage Claims

TIDY does not cover damage of any kind to your property, and that we may offer dispute resolution methods with your pros, but these do not constitute TIDY assuming any responsibility for claims. If damage occurs, ultimately you will need to pursue the party responsible directly.

16.2. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.

THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, NEITHER TIDY NOR ITS AFFILIATES OR LICENSOR WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE.

WITHOUT LIMITING THE FOREGOING, NEITHER TIDY NOR ITS AFFILIATES OR LICENSOR WARRANT THAT ANY SERVICE WILL OCCUR WHATSOEVER. TIDY IS SOLELY A SOFTWARE MANAGEMENT TOOL.

NEITHER TIDY NOR ITS AFFILIATES ARE RESPONSIBLE FOR ANY DAMAGE, INJURY, OR THEFT TO YOU OR YOUR PROPERTY AS A RESULT OF ACTIONS BY YOU OR TIDY SERVICE PROVIDERS. YOU ARE RESPONSIBLE FOR PHYSICALLY SECURING ALL VALUABLE ITEMS.

NEITHER TIDY NOR ITS AFFILIATES OR LICENSOR WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.

TIDY AND ITS AFFILIATES AND LICENSOR CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

16.3. No Liability

YOU AGREE NOT TO HOLD TIDY, ITS AFFILIATES, ITS LICENSOR, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY TIDY OR ITS AFFILIATES OR LICENSOR, ANY DESTRUCTION OF YOUR INFORMATION.

YOU WARRANT THAT YOU ARE HEALTHY ENOUGH TO USE THE SERVICE, AND AGREE NOT TO HOLD TIDY, ITS AFFILIATES, ITS LICENSOR, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY INJURY WHATSOEVER (INCLUDING WITHOUT LIMITATION INJURY RELATED TO PREGNANCY OR ALLERGIES).

UNDER NO CIRCUMSTANCES WILL TIDY ITS AFFILIATES, ITS LICENSOR, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT TIDY OR ITS AFFILIATES, ITS LICENSOR, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO TIDY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.

17. Term; Termination

17.1. Term

a. This Agreement shall be effective as of the date it is executed by Property Manager and shall remain in effect unless and until terminated as set forth in this Section (the Term).

b. The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as the User can use the TIDY Software intermittently.

17.2. Termination

a. TIDY and User may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, TIDY's failure to make the software available, or User fails to remit any Fees owed TIDY.

b. In the event there is a dispute whether TIDY or User materially breached the agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, unless User exercises his/her right to opt out of arbitration, as described below.

c. In addition to the foregoing, User may terminate the Agreement for any reason upon fifteen (15) days' written notice.

d. TIDY may prevent you from booking in the event of a severe theft or safety related concern is brought up by a Service Provider. Safety concerns include severe privacy violations. You will have the right to appeal such removals.

17.3. Surviving Provisions

After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, class action waives, protecting intellectual property, indemnification, payment of fees and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or TIDY from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

18. Assignment

User may not assign this Agreement, absent written authorization by TIDY. TIDY may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.