Service Provider Customer Agreement & Terms of Use

REVIEW THIS AGREEMENT CAREFULLY, IT CONTAINS AN AGREEMENT FOR ARBITRATION AND A CLASS ACTION WAIVER. THIS IS NOT A TAKE-IT-OR-LEAVE IT AGREEMENT. ALTERNATE AGREEMENTS MAY BE ACCEPTABLE WHEN AGREED TO IN WRITING. CONTACT LEGAL@TIDY.COM TO DISCUSS.

This Agreement (the "Agreement") for Service Providers (also referred to as "Pros" or "You") sets forth the terms and conditions whereby you, a customer of TIDY and a Service Provider, agree to use the software and services provided by Tidy Services, Inc. d/b/a TIDY, a Delaware corporation, and its affiliates, parents, partners, and subsidiaries (collectively, "TIDY"). Service Provider's designated contact person, mailing address, phone number and email address is located on Service Provider's account profile page and is incorporated herein by reference as if fully set forth herein. Service Provider is obligated to maintain this information and ensure it is current.

Service Provider agrees to download a copy of this Agreement.

1. General Overview

a. TIDY is the creator of software that allows you to manage your business. Features include the ability to manage your existing clients, market your business online, and get new potential clients ("Property Managers") for services such as cleaning, window washing, carpet cleaning, lawn care, minor repairs, HVAC repair and installation, or other services that are selected by Service Provider ("Services"). Many features are available for free. Paid features shall be clearly stated. These features collectively are the TIDY Software, and it is only intended to be used by businesses seeking to grow or manage their business.

b. Service Provider understands, agrees, and intends that Service Provider will provide the Services directly to Property Managers strictly as an independently-owned and operated business enterprise, and not as an employee, worker, agent, joint venturer, partner or franchisee of TIDY for any purpose. TIDY does not provide the Services described in this Agreement or employ individuals to perform said Services. TIDY is not a "Hiring Entity" for the Services described in this Agreement. TIDY's role is limited to offering the software to manage your business. TIDY also offers software services and tools to other customers, including other businesses who may compete with you and customers using TIDY to manage jobs with businesses like yourself. Service Provider must be formed as a sole proprietor, partnership, limited liability company, limited liability partnership, or corporation. You cannot use TIDY as an individual worker or "gig" worker. You perform all Services under your name, not TIDY's, and your own contract of your choosing.

c. TIDY and Service Provider acknowledge and agree that the Services are outside the usual course of TIDY's business and that the Services will be performed outside all of the places of TIDY's business.

d. TIDY is only intended to be used by Service Providers who are running an existing business and who are marketing their Services beyond their use of the TIDY software. If this does not describe you, do not use the software.

2. Licenses

TIDY grants Service Provider a revocable, non-exclusive license to use TIDY Content solely for promotion of Service Provider's business, with TIDY retaining ownership of all TIDY Content. TIDY Content shall not be incorporated into a trademark or service mark. TIDY also grants you a limited, revocable, non-exclusive license to use TIDY Technology (meaning TIDY's proprietary technology, including software, designs, architecture, know-how, and related intellectual property rights) solely for your business use, which terminates upon Agreement termination or your breach. You may not reverse engineer or attempt to derive source code from TIDY Technology. In return, you grant TIDY a non-exclusive, royalty-free license to use your content ("Service Provider Content") to provide its services, while you retain all rights to your content. Derivative works of TIDY Content shall be deemed TIDY Content, not Service Provider Content. You permit TIDY to use your voice, image, likeness, and Client ratings/reviews for purposes related to TIDY services, and you represent you have all legal rights to use any Service Provider Content.

3. No Control or Assignment

a. Service Provider shall be, at all times while this Agreement is in effect, both under the terms of this Agreement and in fact, free from TIDY's supervision, control and direction in the performance of any of its Services. TIDY shall not control or have any right to control the manner or means by which Service Provider performs its Services, including but not limited to the time and place Service Provider performs the Services, the types of Services offered, the Jobs Service Provider selects, the rates the Service Provider charges, the tools and materials used by Service Provider to complete the Jobs, the helpers, assistants, subcontractors or other personnel used by Service Provider in completing Jobs, or the manner in which Service Provider completes the Jobs. TIDY will not and has no right to, under any circumstances, inspect Service Provider's work for quality purposes. TIDY will not and has no right to, under any circumstances, require Service Provider to participate in training, nor does TIDY offer or provide training to Service Provider. Those provisions of the Agreement reserving ultimate authority in TIDY have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.

b. TIDY shall have no ability to assign jobs to Service Provider, this right is exclusively reserved for Property Managers or Service Providers. You can control your assignment strategies via the software by customizing your settings. Service Provider is not obligated to personally perform the Services. Service Provider shall furnish at his/her own discretion, selection, and expense any and all assistants, helpers, subcontractors or other personnel the Service Provider deems necessary and appropriate to complete the Services. Service Provider shall be solely responsible for the direction and control of any such personnel and for all acts and omissions of same.

c. Service Provider assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required state and federal income tax withholdings, unemployment insurance, and social security taxes as to Service Provider and all persons engaged by Service Provider in the performance of the Services. Service Provider agrees that he/she is fully and solely responsible for filing, and shall file, an appropriate schedule of expenses and all other appropriate tax documents with the Internal Revenue Service in compliance with required filing periods. Service Provider shall be responsible for, and shall indemnify and hold TIDY harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service Provider or his or her assistants, subcontractors and/or other personnel, or by any third party with respect to any claims for taxes or contributions, including penalties and interest. To the extent required by applicable law, Service Provider agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating his or her business.

4. Customer Management

You may use the TIDY Software to upload and manage all your customers, but this does not grant TIDY permission to contact them except as outlined in the app on your behalf (e.g., sending invoices). TIDY will not show your customers other Service Providers who offer the same services unless specifically requested by your customer, with exceptions for general advertisements. If a customer grants permission, TIDY may contact them directly, and they can use the software as they see fit regardless of your actions.

Each Service Provider, as a separate entity from TIDY, is solely responsible for all customer service issues relating to their Services, including but not limited to services, pricing, order fulfillment, returns, refunds, rebates, or warranties. When performing customer service, Service Providers must present themselves as separate from TIDY. TIDY is solely responsible for software-related issues and technical support for using the platform.

5. Service Contracts

Service Contracts are direct contractual relationships between Clients and Service Providers. Both parties have complete discretion regarding whether to enter into a contract and its terms. TIDY is not a party to any Service Contract and no Service Contract creates an employment relationship, partnership, or joint venture between TIDY and any User.

Property Managers and Service Providers may enter into any written agreements provided they don't conflict with, narrow, or expand TIDY's rights and obligations. Parties may choose to use TIDY's Optional Service Contract Terms in whole or in part, which apply only if no other agreement exists.

The Optional Service Contract Terms are provided as a sample only and are not appropriate for all jurisdictions or all contracts. It's use is not recommended.Users are responsible for complying with any local requirements, including applicable laws, rules, and regulations. TIDY does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. TIDY expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.

Using TIDY for dispute resolution is optional. If all parties elect to use TIDY Informal Dispute Resolution, you must submit dispute information electronically and follow up truthfully and promptly. If you lose a dispute, TIDY may withhold disputed amounts from future payments. If you win, payments will process normally, but TIDY provides no collection services.

6. Jobs Requested Through TIDY

6.1. PROPERTY MANAGER REQUESTS

At their sole discretion, some Property Managers will request jobs via the TIDY Software ("Clients from TIDY"), setting forth the nature of the Services required ("Jobs Requested Through TIDY"). Clients from TIDY may use your public profile information and account statistics to make decisions about who to book or request.

Service Provider has the option to accept Jobs Requested Through TIDY, either by manually reviewing the request or setting up their Booking Constraints, which include: pay rate, max driving distance, schedule they may be booked, Services they may provide, tasks they shall and shall not do, and other Booking Constraints. TIDY does not charge Service Providers to accept or perform jobs, including "Jobs Requested Through TIDY", however other fees may apply for your use of the software.

Once a Job Requested Through TIDY is booked, a contract is formed directly between the Client and Service Provider for Service Provider to complete the Job. Service Provider agrees that Service Provider's name, contact information, and likeness may be provided or made available to Client. TIDY shall not have the right to take away any Service Provider's Client at any time. Only Property Managers or Service Providers can determine pairings.

6.2. SERVICE PROVIDER PAY RATES AND PAYMENTS

Service Provider shall set or adjust their Pay Rates for Jobs at any time. You are not obligated to use TIDY's payment processing for your Pay Rate, and can use any payment method you and your Client mutually agree. If a Job Requested Through TIDY requires more time or other modification, Client and Service Provider may negotiate a change in the Service Provider Pay Rate. TIDY shall have no involvement in such negotiation.

TIDY may charge Service Provider or Property Manager other software subscription fees as outlined and agreed to in the software, and Service Provider authorizes TIDY to withhold any owed TIDY fees. For completed Jobs where Service Provider uses TIDY Payment Processing, TIDY will remit payment, less applicable fees, within eighteen (18) business days after job completion.

6.3. JOB PERFORMANCE AND COMPLETION

Service Provider is solely responsible for determining the manner and method of performing all jobs. Service Provider agrees that failure to complete a Job Requested Through TIDY according to Client specifications may result in mutually agreed fees. Service Provider authorizes TIDY to withhold fees agreed upon by Service Provider and Client from Service Provider's payments. When location tracking is enabled, TIDY collects Location Coordinates from the TIDY for Pros App during jobs. This data may be available to the Service Provider, Client, and TIDY for any legal purpose requested. TIDY may disclose Location Coordinates and contact information as required by law, to authorized service providers, or when necessary to protect anyone's rights, property, or safety. TIDY cannot use GPS data to control or monitor how Service Provider provides Services. Service Provider may disable location tracking at any time. Service Provider is solely responsible for determining what equipment or supplies are needed to perform the Services, and all costs and expenses related to their business operations and Services. Service Provider shall furnish and maintain all necessary tools, equipment, supplies, and materials at their own expense and discretion.

Service Provider shall never wear TIDY branded apparel.

6.4. JOB CANCELLATION.

Service Provider may cancel the Job at any time, but repeated cancellations may trigger temporary account disabling to verify settings. Cancellation or rescheduling by Service Provider may result in fees agreed upon with Client viewable in the TIDY Software. Similarly, Service Provider may be entitled to fees if a Client cancels or reschedules a Job as mutually selected in the TIDY Software.

7. Marketing Your Business

You may use the TIDY Software's marketing features to contact and market to your customers. You must have permission of all contacts prior to sending them any marketing messages via the TIDY Software, including making sure you maintain a list of unsubscribed customers and not contacting them with marketing messages. By using third party advertisement options, such as opting to retarget visitors to your Website, you may be subject to any additional terms for those third parties. We retain the right to disable your account if we detect abuse or excessive spam complaints for your marketing messages.

8. Communicating via TIDY

You can opt to use the TIDY Software for communication for ease, to protect privacy, to have a separate business number, or other purpose. If you agree to do so, then Service Provider agrees to TIDY's use of a service provider to mask the Service Provider's phone number when the Service Provider calls or exchanges text (SMS) messages with the Client. To facilitate this process, TIDY and its service provider will receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties' phone numbers, recordings of the phone calls, and the content of the text (SMS) messages. Service Provider consents to the masking process described above and to TIDY's use and disclosure of this call data for its legitimate business purposes.

9. Certifications

TIDY offers optional certifications that can enhance your profile and help market your business to potential Property Managers. Certifications are not required to use the TIDY Software, though some Property Managers may require them. While in compliance with this Agreement, you receive a non-exclusive, non-transferable, non-sublicensable license to use and display TIDY Certifications for marketing purposes.

Background checks are one type of certification available. Pricing is listed online, though TIDY may occasionally waive fees at its discretion. If completed, the TIDY Background Check Certification verifies you're not on sex offender or terrorist watchlists, have a valid SSN, and don't have theft or safety-related issues in Federal or your County repository. Background checks are conducted by third parties in accordance with applicable law, and you must agree to their terms or contact TIDY for alternatives.

The TIDY Equipment Certification is another option that demonstrates to Property Managers that you're a legitimate business with appropriate tools. Each Service has unique certification requirements ensuring you have at least 2 of the most commonly requested/used items. TIDY may also offer additional certifications from itself or third parties periodically.

You must use certifications only for their intended purpose without misrepresentation. TIDY may revoke certifications with reasonable belief that criteria are no longer met. Your license to use a certification is suspended if it becomes invalid.

10. Booking Protection

"Booking Protection" is an optional feature that protects you against job cancellations. If a job is cancelled after your specified cut-off time, you can automatically accept alternate jobs matching your criteria.

11. Payment Processing

11.1. TIDY'S ROLE

TIDY allows Service Providers to accept payments, including Card-based payments initiated with Cards such as MasterCard or Visa (collectively, the "Networks"). We are not a bank and we do not offer banking services. TIDY facilitates the processing of payments Service Providers receive for their services. This means that we collect, analyze and relay information generated in connection with these payments.

11.2. AUTHORIZATION

Service Providers authorize us to hold, receive, and disburse funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to process each payment transaction that you authorize. Your authorizations will remain in full force and effect until your Account is closed or terminated.

11.3. THIRD PARTY PAYMENT SERVICE PROVIDER

a. Service Providers will be required to provide their bank account and other details to TIDY and the Payment Service Provider retained by TIDY (the "PSP"). As a condition of TIDY enabling payment processing services through the PSP, you agree to provide TIDY accurate and complete information about you and your business, and you authorize TIDY to share it and transaction information related to your use of the PSP services.

b. Service Providers may be required to register with the PSP, agree to a PSP Account Agreement and the Terms of Service of the PSP and go through a vetting process at the request of the PSP to set up their account with the PSP. The PSP Account Agreement and Terms of Service between Service Providers and the PSP retained by the Company are available at https://stripe.com/connect-account/legal and https://stripe.com/us/legal (collectively, the "PSP Agreement"), which may be modified by the PSP from time to time. By accepting these Terms of Use, each Service Provider agrees that they have downloaded or printed, and reviewed and agreed to the PSP Agreement. Please note that the Company is not a party to the PSP Agreement and that you, the PSP and any other parties listed in the PSP Agreement are the parties to the PSP Agreement and that the Company has no obligations or liability to any Service Provider under the PSP Agreement.

c. Company reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payments from the Client, or (ii) refund, provide credits or arrange for the PSP to do so.

11.4. ACCEPTED CARDS

TIDY works with any US-issued and most non-US issued credit, debit, prepaid, or gift cards ("Cards") with an American Express, Visa, MasterCard, or Discover logo. We may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer. You understand that there may be times when the Client may not be the authorized user of the Card or that such Client may otherwise contest the transaction through the Chargeback process (described below). You agree to comply with the Chargeback process and to liability associated with such Chargebacks.

11.5. NETWORK RULES THAT APPLY

a. The Networks require that you and TIDY comply with all applicable bylaws, rules, and regulations ("Network Rules"). The Networks amend their rules and regulations from time to time. TIDY may be required to change these Terms of Service in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at visa.com, mastercard.com, and americanexpress.com.

b. Network Rules currently prohibit you from dispensing cash on any Card transaction. The Rules also restrict your ability to assess a surcharge or split a single transaction into multiple transactions except in certain limited situations.

c. Your use of Network logos is governed by the Rules; you agree to familiarize yourself with and to comply with these requirements.

11.6. ACCESS TO ACCOUNT FUNDS

a. Subject to the payout schedule identified below, we will deposit amounts received by us for transactions you submit through the Services (less any applicable fees) to your verified bank account.

b. In the event that you do not have an ACH-enabled bank account linked to your Account, you may request a physical check. Check requests may be subject to a processing fee of $20 and an identity verification process. It is your obligation to request a check or otherwise link an ACH-enabled bank account to your Account in order to receive your funds.

c. Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we have received or sent the funds and when we or the designated financial institutions have accepted the transaction or funds.

d. After validating your US bank account, TIDY will automatically initiate daily payouts when your account balance exceeds $10. Payouts for payments received before 4pm PT typically fund within 5 business days, subject to ACH transfer delays. Additional holds may apply as defined in this agreement.

e. TIDY may defer payouts or restrict access to your funds during account investigations, disputes, or to comply with applicable laws, court orders, or government requests.

f. For payouts to third-party credit card processors, contact our concierge. Each job must be paid individually and manually. You must not store TIDY cards on file and must remove card information immediately after transactions. This agreement supersedes any third-party processor terms. Unauthorized charges to stored TIDY cards will be disputed.

11.7. TAXES

a. You are solely responsible for determining, collecting, withholding, reporting, and remitting all taxes related to your use of our services ("Taxes") to the appropriate tax authority. TIDY does not determine tax applicability and disclaims any liability for Taxes.

b. If in a calendar year you receive (i) more than $15,000 and (ii) more than 150 payments through the Services, TIDY may prohibit additional payment processing and defer payouts until you provide accurate User Tax Information. For payments meeting IRS reporting thresholds, TIDY will report your information to the IRS as required by law. If the IRS notifies TIDY that your information is incomplete or inaccurate, TIDY will require you to provide an updated W-9 form and may suspend payment processing and defer payouts until receipt of accurate information. If not received within 60 days, TIDY will deduct applicable fees and refund undelivered payouts to the Client, disclaiming any liability for such refunds. "User Tax Information" includes your name, address, Tax Identification Number (SSN or EIN), and payment amounts received.

11.8. REFUNDS AND RETURNS

a. By accepting payment Card transactions with TIDY, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Account in accordance with these Terms of Service and Network Rules. Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy at the time of purchase, (c) not give cash refunds to a Client in connection with a Card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Client for postage that the Client paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the Client, you may still receive a Chargeback relating to such sales.

b. You can process a refund through your Account up to ninety (90) days from the day you accepted the payment. If your available TIDY balance is insufficient to cover the refund, TIDY will request your authorization to withdraw up to the requested refund amount from your bank account or debit card. TIDY will then withdraw the amount you were paid (the sale amount minus the initial transaction fee) from your bank account or debit card, and credit it back into your Client's Card. The fees are also refunded by TIDY, so the full purchase amount is always returned to your Client. TIDY has no obligation to accept any returns of any of your goods or services on your behalf.

11.9. LIABILITY FOR CHARGEBACKS AND FRAUDULENT ACTIONS

A transaction may be reversed or charged back to your Account ("Chargeback") if it is disputed, reversed by the Network/processor/Client/financial institution, unauthorized, or potentially unlawful or violates these Terms. TIDY is not liable for any losses from Chargebacks or fraudulent/deceptive actions ("Fraudulent Actions"). By using the Services, you release TIDY from liability for Fraudulent Actions and agree to promptly notify TIDY of any such actions. TIDY may terminate any User engaging in Fraudulent Actions.

11.10. COLLECTION RIGHTS FOR CHARGEBACKS

For Chargebacks, we may: withhold amounts in Reserve; debit the Chargeback amount and associated fees from your Account, proceeds, bank account or payment instrument; delay payouts; and withhold potential Chargeback amounts until resolution. If we cannot recover funds, you must pay the full Chargeback amount upon demand, including all collection costs and legal expenses we incur.

11.11. EXCESSIVE CHARGEBACKS

If you incur excessive Chargebacks, we may establish controls on your Account, including new processing fees, creating a Reserve, delaying payouts, or suspending/terminating Services.

11.12. CONTESTING CHARGEBACKS

You agree to assist us in investigating transactions at your expense. You permit us to share Chargeback information with the Client and financial institutions. We will request necessary information from you to contest Chargebacks. If resolved in your favor, reserved funds will be released; otherwise, we may recover the Chargeback amount and fees. Failure to assist us within 15 days of our request may result in irreversible Chargebacks. We reserve the right to charge a fee for mediating/investigating disputes.

12. TIDY Subscriptions, Fees, and Payment Terms

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 Service Provider authorizes us to confirm that the payment method on their Account is in good standing with a financial institution as long as the Service Provider has an active Subscription.

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.

There are never any fees or penalties for Service Provider rejecting jobs or contracts.

You agree that any and all TIDY Fees shall not constitute a "deduction" of your rates for services, rather fees for services TIDY provides.

13. Relationship of the Parties

a. Service Provider is an independently established business entity and has not been engaged by TIDY to perform services on TIDY's behalf. Rather, Service Provider has entered into this Agreement for the purpose of using the TIDY Software to manage their business. In other words, Service Provider is a customer of TIDY.

b. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Service Provider and TIDY for any purpose. Service Provider has no authority (and shall not hold himself or herself out as having authority) to bind TIDY and Service Provider shall not make any agreements or representations on TIDY's behalf without TIDY's prior written consent. Service Provider understands that Service Provider will not be eligible to participate in any benefit plans offered to TIDY's employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by TIDY to its employees. TIDY will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on Service Provider's behalf. Service Provider shall be responsible for, and shall indemnify and hold TIDY harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service Provider or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

14. Representations and Warranties

a. Service Provider represents and warrants to TIDY that:

• Service Provider has provided accurate information for their account and profile; and
• Service Provider represents and warrants that they operate a legitimate, independently established business entity formed as a sole proprietorship, partnership, limited liability company, limited liability partnership, or corporation; and
• Service Provider represents that they customarily provide services of the same nature as the ones publicly listed via the TIDY Software; and
• Service Provider represents that they maintain a principal place of business for their trade, occupation, profession, and/or business that qualifies for business deductions under federal income tax law; and
• Service Provider certifies they possess all required licenses (as required by applicable law) and legal authorization to provide the Services within their intended jurisdiction, including but not limited to any necessary business license, business tax registration, professional licensure, permit, certification, registration, state contractor's license, or other legally required documentation; and
• Service Provider possesses the necessary skill, experience, and qualifications to perform the Services; and
• Service Provider will perform the Services in compliance with all applicable laws, rules, and regulations; and
• Service Provider actively markets their Services beyond their use of the TIDY Software.

c. Service Provider acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

d. At least once annually, you agree to provide TIDY proof that you are satisfying the Representations and Warranties in this Section.

e. TO KNOWINGLY INPUT FALSE INFORMATION, INCLUDING BUT NOT LIMITED TO NAME, PHONE NUMBER, ADDRESS OR E-MAIL ADDRESS IS A VERY SERIOUS AND FRAUDULENT MATTER THAT COULD RESULT IN SIGNIFICANT COSTS AND DAMAGES INCLUDING INVASION OF PRIVACY RIGHTS, TO TIDY, USERS, AND SERVICE PROVIDERS AS WELL AS THE LOSS OF TIME, EFFORT AND EXPENSE RESPONDING TO AND PURSUING SUCH FALSE INFORMATION AND REQUEST, AND FURTHER, COULD RESULT IN REGULATORY FINES AND PENALTIES. ACCORDINGLY, IF YOU KNOWINGLY INPUT FALSE INFORMATION INTO YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO SOMEONE ELSE`S NAME, E-MAIL ADDRESS, PHYSICAL ADDRESS OR PHONE NUMBER OR A RANDOM OR MADE UP NAME, ADDRESS, E-MAIL OR PHONE NUMBER YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO TIDY AND EACH USER, FOR THE GREATER OF: (1) A MINIMUM AMOUNT OF $11,000 TO EACH OF TIDY AND EACH OF THE AFFECTED USERS AND FOR EACH OF THE ACTUAL PERSON(S) AFFECTED BY ANY OF THE IMPROPER, INCORRECT OR FRAUDULENT INFORMATION YOU ENTER (FOR EXAMPLE THE ACTUAL OWNER OF THE E-MAIL ADDRESS OR PHONE NUMBER, ETC.), PER IMPROPER SUBMISSION, PLUS ANY ATTORNEYS FEES COSTS AND EXPENSE RELATING THERETO, IF APPLICABLE, OR (2) THE ACTUAL DAMAGES, DIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH INTENTIONAL, MISLEADING, HARMFUL AND FRAUDULENT ACTIVITY, PLUS REASONABLE LEGAL FEES, COST AND EXPENSES RELATING THERETO, WHICHEVER IS GREATER.

15. Indemnification

a. Service Provider 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 Service Provider's acts or omissions; and (b) Service Provider's breach of any representation, warranty, or obligation under this Agreement.

b. The Services that Service Provider provides pursuant to this Agreement are fully and entirely Service Provider's responsibility. TIDY is not responsible or liable for the actions or inactions of a Client or other third party in relation to the Services provided by Service Provider. Service Provider understands, therefore, that by using the TIDY Software, Service Provider 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 Service Provider uses the TIDY Software at their own risk.

16. Insurance

a. It is the sole responsibility of the Service Provider to maintain in full force and effect commercial and general liability, 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 TIDY, with policy limits sufficient to protect and indemnify TIDY and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, parents, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Service Provider or Service Provider's assistants, agents, contractors, servants, or employees.

b. Service Provider shall, upon reasonable request, name TIDY and its affiliates as additional insureds under the applicable policies and provide proof to TIDY of such insurance before Service Provider provides any such services under this Agreement.

17. Term; Termination

17.1 TERM

This Agreement shall be effective as of the date it is executed by Service Provider and shall remain in effect unless and until terminated as set forth in this Section (the Term). The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Service Provider the right to choose when to make themselves available and which agreements to enter into with Property Managers.

17.2 TERMINATION

Service Provider may terminate this Agreement at any time.

TIDY may terminate or suspend your account, if (i) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (ii) any Law or Payment Method Provider such as Stripe, requires us to do so; or (iii) there was a material breach of this agreement.

17.3 SURVIVING PROVISIONS

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

18. Assignment

Service Provider may not assign this Agreement without written authorization from TIDY. This restriction does not limit Service Provider's right to engage personnel to assist with Services as permitted in this Agreement. TIDY may freely assign its rights and obligations under this Agreement at any time. This Agreement will benefit and bind each party and their respective successors and assigns.

19. Dispute Resolution: Governing Law

19.1 INFORMAL NEGOTIATIONS

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Service Provider and TIDY ("Dispute"), Service Provider and TIDY agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Service Provider's address for such notices is the address provided by Service Provider to TIDY. TIDY's address for such notices is electronic at legal@tidy.com.

19.2 ARBITRATION

If a Dispute is not resolved through Informal Negotiations, you and TIDY agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be conducted by FairClaims in accordance with its Arbitration Rules & Procedures effective at the time a claim is made. Your arbitration fees and your share of arbitrator compensation will be governed by the FairClaims Arbitration Rules & Procedures. If you are unable to pay such costs, TIDY will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Class Action Waiver" described in Subsection (d) below. If the arbitrator issues an award to Service Provider that is greater than the value of TIDY's last written settlement offer made after Service Provider participated in good faith in the Informal Negotiation process, then TIDY will pay Service Provider the amount of the award or U.S. $5,000, whichever is greater.

If the arbitrator is unable to conduct the arbitration for any reason, the arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules, as modified by this Agreement. If neither Fairclaims or AAA can conduct the arbitration, the parties will use another arbiter.

19.3. EXCLUDED DISPUTES

Excluded Disputes. You and TIDY agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.

19.4. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION

To fullest extent permitted by applicable law, You and TIDY agree to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). The interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

19.5. RULES/STANDARDS GOVERNING ARBITRATION PROCEEDINGS

A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.

19.6. REMEDIES FOR VIOLATIONS

If either party initiates an action in violation of this mutual arbitration provision, and a court or arbitrator determines that such an action is barred by this agreement, then the party who initiated the violating action shall be liable to pay the other party's costs (including attorney fees) to remedy that violating action, unless such damages are prohibited by law.

19.7. SEVERABILITY

You and TIDY agree that the parties agree solely to individual arbitration to the fullest extent of the law, and any section is found is found illegal or unenforceable, that portion will be severed, and the remainder will be given full force and effect.

19.8. GOVERNING LAW

Except for the mutual arbitration provision set forth in Section 19, which is governed by the Federal Arbitration Act, and except as may be prohibited by the law of the State in which Service Provider primarily works and resides, this Agreement shall be governed and interpreted pursuant to the laws of the state in which the Service Provider performs the majority of his or her services under the Agreement, notwithstanding any principles of conflicts of law.

20. Modification

Parties shall be bound by modifications to this agreement only upon electronically signing any modifications or supplements.

21. Unauthorized or Illegal Use

a. Since you select and control the services you offer and the locations you serve, you may not offer via TIDY Software to provide any service that your state or local government has deemed illegal. You may not offer via TIDY Software to provide any service that would cause your state or local government to deem TIDY a "hiring entity" or "employer". You agree to indemnify us from damages that result from your offering such a service in such a location.

b. We may (i) decide not to authorize or settle any transaction that you submit to us, (ii) refund a payment, or (iii) terminate your Account if we believe in our sole discretion that the transaction and/or your Account is in violation of these Terms of Service or any other TIDY agreement, or that it exposes Service Providers, other TIDY Users, the PSP or TIDY to harm. Harm includes, but is not limited to, fraud and other criminal acts, as determined by TIDY in its sole discretion. If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, and any of your transactions with law enforcement. We may also request information (including, but not limited to, information about services rendered, identity verification and copies of applicable professional licenses) from you at any time for any reason or no reason as part of internal ongoing reviews of transactions and accounts on our Services, and in particular, to assist in investigations of suspicious transactions and/or accounts. You hereby agree to provide us with such information and assistance in a timely manner and acknowledge that payment processing in connection with a suspicious transaction and/or account may be delayed until such transaction and/or account has been cleared by TIDY, in its sole discretion. If you do not comply with TIDY's request for information and assistance pursuant to this Section, TIDY reserves the right to prohibit you from processing any additional payments through the Services until you have provided such requested information and assistance and are cleared by TIDY If your access to or use of the Services has been restricted or terminated by TIDY, you may not register a new TIDY account or attempt to access and use the Services through the TIDY account of another User.

22. Miscellaneous

a. You must be over the age of 18 and able to form legally binding contracts to use the TIDY software as a Service Provider.

b. Service Provider also consents to TIDY's sending text (SMS) messages directly to the Service Provider for alerts in accordance with Service Provider's settings. You can opt out of SMS messages and alerts any time by updating your settings in your application.

c. Links from TIDY to other websites are for reference only and not endorsements. You access third-party sites at your own risk. TIDY disclaims all liability related to your use of such links, and you agree to hold TIDY harmless from any resulting liability.

d. TIDY reserves all rights not expressly granted to Service Provider herein.

e. Unless otherwise specified in this Agreement, all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the information on the account for Service Providers or to TIDY's address legal@tidy.com. The parties agree that Notices shall be delivered by nationally recognized overnight courier, electronic mail (with confirmation of transmission), or certified mail.

f. This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

g. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.

h. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

i. This Agreement may not be amended, by implication or otherwise, by any marketing material contained on TIDY's website or the TIDY Software. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims, except as expressly set forth in Section 19.

j. Service Provider acknowledges that he/she has read and understands this Agreement and also acknowledges that he/she had a reasonable and adequate opportunity to seek and receive independent legal advice prior to signing this Agreement.

k. You understand that your electronic signature is as legally binding as a handwritten signature. This Agreement may be executed in multiple counterparts, including by facsimile or other electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.