Property Managers Customer Agreement

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 19.

This Agreement constitutes a legal agreement between you ("you" or "User" or “Property Manager” or "Client") and Tidy Services, Inc.. d/b/a TIDY and its affiliates, parents, and subsidiaries (collectively, "TIDY" or "us"). This Agreement governs your use of the TIDY Software from the website, the mobile applications, the API, or any integration (collectively referred to as the “TIDY Software”).

By accessing, using or registering with the TIDY Software or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If you do not agree to accept and be bound by this Agreement, you must immediately stop using the TIDY Software. TIDY's acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement.

By using the TIDY Software, you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

1 Description of the Software and TIDY Services

The TIDY Software is used by multiple parties. This agreement is for any User not using TIDY as a Service Provider, including property managers, property owners, renters, occupants, and others who request services to a property or manages vendors booked to a location (“Property Managers”). It is also used by Service Providers to manage their independent businesses, those terms are at www.tidy.com/legal/pro-terms (“Service Providers”).

There is no fee to use the TIDY Software for many purposes, including managing your own vendors.

TIDY does not take part in the interaction between Service Providers and Property Managers. TIDY does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Services provided by any Service Provider, including any Service Request via TIDY, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Property Managers or Service Providers. TIDY does not have control over the quality, timing or legality of Services delivered by Service Providers. TIDY makes no representations about the suitability, reliability, timeliness, or accuracy of the services requested and provided by Property Managers or Service Providers identified through the Service whether in public, private, or offline interactions.

At no time does TIDY provide any in home service offered by Service Providers, TIDY solely provides software for use by Property Managers and Service Providers. For example, TIDY does not offer cleaning, window washing, carpet cleaning, lawn care, HVAC services, or other physical, in-home services. At all times you control the price you are willing to offer for any Service Request to one or more Service Provider (the “Service Provider Fee”). You can also pay one or more Service Providers to be a Standby in case another Service Provider cannot make it (a “Service Provider Standby Fee”). You can also purchase protection of some kind from TIDY, including a Satisfaction Guarantee (the “Protection Fee”). The protection fee shall be the rate listed on the website, any may vary based on underwriting. Allocating budget between these fees and Service Providers can be difficult, so you can use the TIDY software to assist you for a fee (the “Concierge Fee”). The combination of all fees for a service is called the “Combined Contract Rate”. The Combined Contract Rate less any Service Provider Fees, Service Provider Standby Fees, and Protection Fees shall be the Concierge Fee. The Concierge Fee shall be at least 5% of the “Combined Contract Rate”. Typically, increasing the Combined Contract Rate shall increase the quality and reliability of a given service, but it is always in your control. After any service, you shall remit all fees in accordance with your account settings.

If you find a Service Provider via TIDY, then you agree to use the TIDY Software and pay the associated Concierge Fee for any jobs you have with that Service Provider a period of 3 years following your first booking with that pro. If you elect to not pay the concierge fee but continue to use a Service Provider found via TIDY, you shall incur a fee of  $150.

2 Relationship of the Parties

a. Property Managers book and manage Service Providers directly. Each Service Provider has represented and warranted that they are an independently established business entity and no Service Provider has been engaged by TIDY to perform services on TIDY's behalf. Both Service Providers and Property Managers are customers of TIDY, using the TIDY Software.

b. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Service Provider and TIDY or User and TIDY. User has no authority (and shall not hold himself or herself out as having authority) to bind TIDY and User shall not make any agreements or representations on TIDY's behalf without TIDY's prior written consent. 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.

c. Property Managers are responsible for determining their proper status with respect to Service Providers, including whether they are employees of Property Managers or not. Under no circumstances shall any Service Provider shall be considered an employee of TIDY. User can use their booking constraints to satisfy legal requirements they may have, but TIDY does not represent that such constraints or certifications made by Service Providers are accurate, except to the extent outlined in a specific section.

2.1 NO EMPLOYMENT

TIDY provides software to manage independent Service Providers. TIDY is not the employer of any of these Service Providers. You acknowledge that we do not supervise, direct, or control a Service Provider’s work or any Services performed in any manner. Service Providers provides services to you as a separate business entity, and is not an employee, joint venture, partner, agent, or franchisee of TIDY for any purpose whatsoever.

3 Personal and Account Information

3.1 COLLECTION OF YOUR PERSONAL INFORMATION.

Some of the materials available on the TIDY Software may require prior registration to access. If you decide to access such materials you will be required to register. We may refuse to grant you, and you may not use, a username, email address or screen name that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. When you complete a registration with us, you will be required to provide certain personal information. You agree that such information will be true, accurate and complete, and that you will update this information promptly when it changes. If you provide any information that is untrue or inaccurate, not current, or incomplete, or if we suspect that your information is untrue or inaccurate, not current, or incomplete, we may, in our sole discretion, suspend or terminate your right to access any material for which registration is required. Any personally identifiable information supplied hereunder will be subject to the terms of the Privacy Policy.

3.2 ACCOUNT, PASSWORD AND SECURITY.

You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or us for accessing the TIDY Software. You are solely and fully responsible for all activities that occur under your password or account, except that TIDY may, in certain circumstances, access your account to make changes that you request. TIDY has no control over the use of any User's account by the User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at tidy.com. You are responsible for actions that occur from your loss of or sharing of your username or password, so keep it safe. Nothing in this section shall affect TIDY's rights to limit or terminate the use of the TIDY Software, as provided below in this agreement.  You will provide us with such proof of identity as we may reasonably request from time to time.

3.3 TEXT MESSAGES AND PHONE CALLS.

By using the TIDY Software, you expressly consent and agree to accept and receive communications from us, including via text (SMS) messages, calls, push notifications and other reasonable means at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, in order that we may provide the services set forth on the TIDY Software. Standard messaging charges applied by your cell phone carrier may apply to text messages we send. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by us as described in this Section. You agree that all consents provided in this Section will survive cancellation of your account. You may opt-out of receiving promotional or marketing texts or calls from TIDY at any time. You may opt-out of receiving all text (SMS) messages from TIDY (including informational or transactional messages) by replying with the word "STOP" to a text message from us; however you acknowledge that opting out of receiving all texts may impact your use of the TIDY Software or the Services. You also acknowledge that TIDY or its third party software providers may record customer service calls after notice to you and with your consent, in order to assist you when you contact our customer support services. You agree to TIDY's use of a software provider to mask your telephone number when you call or exchange text (SMS) messages with a Service Provider. During this process, TIDY and its software 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, and the content of the text (SMS) messages. You agree to the masking process described above and to TIDY's use and disclosure of this call data for its legitimate business purposes.

3.4 EMAILS

TIDY may send you confirmation and other transactional emails. TIDY and its affiliates, subsidiaries, parents may also send you emails about other services that we think might interest you ("Promotional Emails"). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.

3.5 FALSE INFORMATION

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 SOME ONE 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.

4 Licenses

4.1 CONTENT LICENSE

a. TIDY may, from time to time, provide written or graphical content in various forms (“TIDY Content”). TIDY grants User a revocable, non-exclusive, non-sublicensable, non-non-transferable, license to use the TIDY Content solely for use of the TIDY Software and, where applicable, subject to the terms of this agreement. User may not resell or distribute any TIDY Content.  TIDY will continue to retain sole and exclusive ownership TIDY Content.

b. Restrictions. You expressly agree that TIDY Content shall not be incorporated into a trademark or service mark.

4.2 LICENSE TO TIDY TECHNOLOGY

a. License Grant. In consideration for the fees paid by you hereunder (or during the free trial), TIDY hereby grants you (i) a limited revocable, non-exclusive, non-sublicensable, non-non-transferable, license to use the "TIDY Technology" (defined below) solely for your business use. The TIDY Technology license shall immediately and automatically terminate upon termination or expiration of this Agreement, or your breach of the terms of this Agreement. User may not resell or distribute any of the TIDY Technology. All right, title and interest in and to the TIDY Technology shall remain solely with TIDY. You shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the TIDY Technology.

b. "TIDY Technology" means TIDY's proprietary technology, including, without limitation, TIDY services, hardware designs, software (in source code and object code forms), user interface designs, architecture,documentation,  know-how, trade secrets,any related intellectual property rights throughout the world (owned by TIDY or licensed to TIDY from a third party), and any derivatives, modifications or extensions of TIDY Technology conceived of during the term of this Agreement by either party.

4.3 LICENSE FROM YOU TO TIDY

a. You hereby grant to TIDY a non-exclusive, royalty-free, worldwide right and license during the Term to use any & all of the text, images, content, and other data which you add, upload, or provide ("User Content") in order for TIDY to provide its software and services. Except for the rights expressly granted above, TIDY is not acquiring any right, title or interest in or to the User Content, all of which shall remain solely with User.

b. Any derivative works of TIDY Content created by User or User’s pros or affiliates, shall not be considered "User Content", but shall be deemed to be TIDY Content.

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 are obligated to pay all fees owed to TIDY, unless specifically notified otherwise. You can select in your account from various payment methods and time frames, subject to credit restrictions at TIDY's sole discretion.  You authorize TIDY to charge for any payments owed in conjunction with your account settings.

No refunds or credits will be provided once the TIDY Service Request's credit card has been charged. At TIDY's sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific refund guarantee promotions, to refund back refundable credit on your account, or to correct any errors made by TIDY.  

While TIDY will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold TIDY harmless for any damages that may result therefrom. TIDY will use third party services to process credit card information. For further information regarding that service, please contact TIDY to request information about TIDY's credit card processing providers.

You will be liable for all transaction taxes on the services provided under this Agreement (other than taxes based on TIDY's income).

TIDY offers the ability to pay in advance of scheduled to load credit for use with TIDY fees and for fees owed to Service Providers under agreement with them (a “Pay Ahead Purchase”). When making a Pay Ahead Purchase, you are purchasing the following: (a) The right to have no price changes for Concierge Fees for a period of 90 days. (b) A discounted rate on concierge fees. (c) Paid email support with our TIDY Concierge for the following 90 days. (d) The guaranteed right to use TIDY software during a period of at least 90 days.

Except where prohibited by law, all sales (including Pay Ahead Purchases) are final with the following exceptions. Up to 90 days after purchasing the appointment reservation (the date the charge is made on your card to reserve an appointment), you can cancel your reservation and receive a refund as long as (a) you have an account in good standing, (b) you have no balance due, (c) there are no ongoing disputes with TIDY, including no credit card disputes, and (d) you have canceled all reservations with over 24 hours notice. You can exercise these rights online or by emailing concierge@tidy.com.

7 Third Party Sites

Links from TIDY Software to sites or applications operated or controlled by third parties do not constitute the endorsement by TIDY of the site or their content. Any links are for reference only, and TIDY is not responsible for their content. YOU ACCESS THIRD PARTY SITES AT YOUR OWN RISK AND YOU AGREE TO HOLD TIDY HARMLESS FROM ANY LIABILITY THAT MAY RESULT FROM THIRD PARTY SITES.

8 Limitations of Use of the Software

During the term of this Agreement, You may only use the TIDY Software for your personal use or the use of a person or organization that you validly represent. You may only use TIDY in connection with locations where you are legally authorized to do so. You agree to follow all applicable laws and regulations in conjunction with any use of the software. Any agreement or contract with the Service Provider is between You and the Service Provider and subject to their terms.  

You shall NOT use the TIDY Software to do any of the following:

  • Use the TIDY Software in any manner that is in violation of local, state, or national law.
  • Use the TIDY Software for any service type and/or location that could create an employment relationship between TIDY and Service Provider or TIDY and yourself.
  • Use the TIDY Software to collect information about Property Managers or Service Providers in bulk.
  • Use the TIDY Software to solicit for any other business, website, or service.
  • Resell the TIDY Software.
  • Impersonate another person or allow any other person to use your identification or your account.
  • Post the same note repeatedly (referred to as 'spamming').
  • Imply that you are endorsed by us, without our prior written consent.
  • Reverse engineer, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the TIDY Software in any way.
  • Use a robot, spider, or other manual/automatic process to scrape or index the TIDY Software in any manner.
  • Remove or alter any copyrights, trademarks or proprietary marks and rights owned by us.
  • Register to use the TIDY Software under different usernames or identities, after your account has been suspended or terminated.
  • Mirror or archive any part of the TIDY Software or TIDY content.
  • Forge any part of an electronic message.
  • Alter transmission data without TIDY's consent.
  • Use the Software with the intent of reselling it.

9 Credit, Promotions, and Gifts

9.1 CREDIT

Credits given can only be applied towards future TIDY fees. Any and all credits added to an account expires 90 days after the credit is first added to an account unless otherwise specified or unless prohibited by law. Expired credits cannot be used. Note this explicitly does not apply to any credits added from gift cards.

9.2 PROMOTIONS

a. Changes to Promotions. We may from time to time provide certain promotional opportunities. All promotions will be run at our sole discretion, and can be activated, modified or removed at any time by us without advance notification.

b. Promotional Coupons.TIDY reserves the right to cancel promotional coupons at any time. No refunds will be granted for any expired or canceled promotional coupons. Coupons have no intrinsic value, are nonrefundable, are not redeemable for cash, have no cash value, and serve merely as a means to recognize and provide an incentive to use the TIDY Software. Promotional coupons will not be applied against any sales, use, gross receipts or similar transaction based taxes that may be applicable to you. Each promotional coupon can only be used once.

c. Referral Discounts. In the event that you are given a code through which you may refer a friend to use the TIDY Software in exchange for a referral discount, you shall not use any online marketing or advertising to promote such code or to artificially increase the amount of credits awarded. By way of example, you may not post, or cause, request or permit a third party to post any such code on a coupon website, nor use any paid search marketing, online advertising, forum posting, newsgroup posting or bulk email to disseminate such code. You may only share such code with your personal friends and acquaintances for legitimate referral purposes, as determined by us in our sole discretion. TIDY referral discounts are redeemable only for Concierge Fees. TIDY referral discounts have no cash value and are not redeemable for cash unless otherwise required by law. Without limiting our other rights and remedies, we may terminate such code and/or your account for any breach of this Section.

9.3 GIFT CARDS

a. Gift Cards are redeemable only for use for Fees for TIDY or the Combined Contract Rate (depending on your account settings). Gift Cards have no cash value and are not redeemable for cash unless otherwise required by law.

b. Gift Cards must be presented at the time of purchase and any available balance will be applied to your purchase.

c. Gift Cards do not expire and there are no inactivity, dormancy or service fees associated with Gift Cards.

d. Gift Cards are not replaceable if lost or stolen, and cannot be combined with any other coupons.

e. Gift Cards cannot be used for any previous purchase or the purchase of another Gift Card.

f. We reserve the right to limit quantities of Gift Cards purchased by any person or entity and to cancel a Gift Card if we believe that the Gift Card was obtained through fraudulent or unauthorized means.

g. No credit card, credit line, overdraft protection, or deposit account is associated with your Gift Card.

h. A Gift Card is void if copied, altered, transferred, purchased or sold. Unused Gift Card balances are not transferable, and you may not sell a Gift Card or otherwise barter for its exchange although you may give a Gift Card to someone else as a gift.

i. Purchases of Gift Cards are final and not refundable. All sales are final

j. We reserve the right to correct the balance of a Gift Card if we believe that a billing error has occurred, and we disclaim all liability for any such billing errors.

k. Gift Cards and their use are subject to this Agreement (including the Privacy Policy) and use of a Gift Card constitutes acceptance thereof. Applicable terms and conditions are subject to change without notice. If the laws pertaining to a Gift Card require additional or different terms and conditions, then such terms and conditions shall apply.

l. In the event you do not use your Gift Card for a certain period of time, we may be required to turn over the remaining Gift Card balance to a state under such state's unclaimed or abandoned property law. Although your Gift Card does not expire, if we are obligated to turn over the remaining balance of your Gift Card under a state's unclaimed property law, by operation of law we will be released from any further liability or obligation with respect to your Gift Card and you may be required to contact the state's unclaimed property administrator to attempt to recover your unused Gift Card balance. To protect your right to continue to use your remaining Gift Card balance, we will make reasonable efforts to exempt your Gift Card from state unclaimed property laws.

10 Intellectual Property Complaints

TIDY respects the intellectual property of others and will respond to detailed notices of alleged infringement. In the event that a person or entity has a good faith belief that a Service Provider or User is infringing on their Intellectual Property please email legal@tidy.com with as much detail as possible. We will follow up with all legally required actions.

11 Modifications to the Software

We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the TIDY Software or any content or information on the TIDY Software with or without notice. We will not be liable to any party for any modification or discontinuance of the TIDY Software.

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 acts or omissions; 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 Satisfaction Guarantee & Protection

a. Satisfaction Guarantee. If you have elected to pay a “Protection Fee”, the most common protection purchased is the “Satisfaction Guarantee”. The Satisfaction Guarantee means that if you are unhappy for any reason you may request credit for an additional service to come help fix the issue. Your request must be sent within 72 hours of booking. For services where you book a length of time, the credit will be for 1 additional hour. For services booked to completion, the credit will be to complete the task. If there are no available Service Providers available within 30 days after granting the Satisfaction Guarantee, you can receive a 100% refund for that particular service. The Satisfaction Guarantee includes limited Damage Claim coverage, as described below.

b. Additional protection. We can offer additional protection on jobs which can include things that are not covered 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

If you have purchased our Satisfaction Guarantee, or other coverage that includes a damage claim coverage, you have the ability to use TIDY’s Limited Damage Claim coverage. You acknowledge the following:

  • In order for claims to be considered, damage must be reported within 72 hours of the job start time, a claim must be filed within 14 days of the appointment, and you must be up to date with any payments at the time the claim is processed. Any claims that do not meet these criteria will not be considered.
  • All claims will be resolved based on the merits of the claims investigation.
  • Damage claims are ultimately made against the Service Provider, and subject to your terms with that provider. TIDY’s acceptance or denial of any claim under our Limited Damage Claim process does not modify your contractual arrangement with a Service Provider. Denial or Acceptance of a claim does not prevent you or Service Provider from seeking other contractual remedies.
  • Proof of damage and original value of the damaged item(s) is required. Claims will not be considered without detailed documentation.
  • TIDY does not guarantee replacement or reimbursement for the original cost of an item, and will determine the fair market value. If fair market value cannot be determined, TIDY can reimburse 25% of the cost of a similar replacement item. TIDY shall be the sole determiner of fair market value, or the cost of a similar replacement item. For any repair, TIDY shall reimburse for a low cost provider to repair an average version of the object. TIDY shall be the sole determiner of the eligibility of claims.
  • The maximum aggregate liability under any damage claim coverage is $1,000 unless a higher amount is expressly agreed to in writing.
  • All approved claims will be only reimbursed as credit toward future Fees.
  • You must complete process steps as directed by TIDY in order to process the claim.

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.

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 User and TIDY, User 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 of the dispute, controversy, or claim. User's address for such notices is the address provided by the User to TIDY. TIDY's address for such notices is electronic at legal@tidy.com.

19.2 MUTUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER

a. TIDY AND USER MUTUALLY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO THE RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE IN ARBITRATION, as set forth below. This Mutual Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall survive the termination of this Agreement.

b. Except as expressly provided below, this Mutual Arbitration Provision shall apply to any and all Claims (as defined below) between you and TIDY, including, but not limited to, any TIDY d/b/as, affiliates, subsidiaries, parents, successors and assigns and each of TIDY’s respective officers, directors, investors, insurers, employees, agents, or shareholders. This Mutual Arbitration Provision shall also apply to any and all disputes and/or claims between you and any Client, and/or any other third-party entity involved in requesting or in any way involved in making available, arranging and/or facilitating the Services. The parties agree that Clients and the other third-parties referenced in this paragraph are intended third-party beneficiaries of this Mutual Arbitration Provision.

c. EXCEPT AS EXPRESSLY PROVIDED BELOW, ALL DISPUTES AND/OR CLAIMS BETWEEN YOU AND TIDY SHALL BE EXCLUSIVELY RESOLVED IN BINDING ARBITRATION ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND REPRESENTATIVE ACTIONS AND CLASS ACTIONS ARE NOT PERMITTED.

d. Disputes and claims covered by this Mutual Arbitration Provision include, but are not limited to, any dispute, claim or controversy, whether based on past, present or future events, arising out of or relating to: this Agreement and any and all prior versions thereof (including the formation, breach, termination, enforcement, interpretation or validity thereof), a Service Provider's classification as an independent contractor, a Service Provider’s provision of Services, the payments received by a Service Provider for providing Services, a User’s registration to use the TIDY Software, disputes with any entity or individual arising out of or related to the use of the TIDY Software, background checks, privacy, trade secrets, unfair competition, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, retaliation, discrimination or harassment and claims arising under the Fair Credit Reporting Act, the Uniform Trade Secrets Act, the Defend Trade Secrets Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, Equal Pay Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, state or local statutes or regulations addressing the same or similar subject matters, and all other aspects of the User's relationship with TIDY whether arising under federal, state or local statutory and/or common law. The parties further agree that this Mutual Arbitration Provision covers all claims or disputes between you and a third-party concerning the provision of any background check of you by a consumer reporting agency and claims or disputes between you and any other third-party entity involved in requesting or in any way involved in making available, arranging and/or facilitating the Services.

e. Except as stated in Section 19.2 (i), only an 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, validity, enforceability, conscionability, and/or formation of this Mutual Arbitration Provision.

f. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested and email, or hand delivery within the applicable statute of limitations period and email. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Property Manager must be delivered to: Tidy Services, Inc., 2093 Philadelphia Pike #1446 Claymont, DE 19703, United States.. The email shall be legal@tidy.com.

g. CLASS ACTION WAIVER-PLEASE READ. TIDY AND PROPERTY MANAGER MUTUALLY AGREE THAT BY ENTERING INTO THIS AGREEMENT TO ARBITRATE, BOTH WAIVE THEIR RIGHT TO HAVE ANY DISPUTE OR CLAIM BROUGHT, HEARD OR ARBITRATED AS A CLASS ACTION AND/OR COLLECTIVE ACTION, AND AN ARBITRATOR SHALL NOT HAVE ANY AUTHORITY TO HEAR OR ARBITRATE ANY CLASS ACTION AND/OR COLLECTIVE ACTION (CLASS ACTION WAIVER). TIDY AND PROPERTY MANAGER MUTUALLY AGREE THAT BOTH ARE WAIVING THE RIGHT TO BRING, PURSUE OR HAVE A CLAIM OR DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING.

h. REPRESENTATIVE ACTION WAIVER-PLEASE READ. You and TIDY mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a representative action, and an arbitrator shall not have any authority to arbitrate a representative action ("Representative Action Waiver").

i. Notwithstanding any other clause contained in this Agreement, this Mutual Arbitration Provision, or the AAA Rules, as defined below, any claim that all or part of the Class Action Waiver and/or Representative Action Waiver is unenforceable, invalid, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. As stated above, all other disputes regarding interpretation, applicability, enforceability, or formation of this Mutual Arbitration Provision shall be determined exclusively by an arbitrator.

j. You agree and acknowledge that entering into this Mutual Arbitration Provision does not change Service Provider's status as an independent contractor in fact and in law, that Service Provider is not an employee of TIDY and that any disputes in this regard shall be subject to final and binding arbitration as provided in this Mutual Arbitration Provision.

k. Where the relief sought is $50,000 or less, the arbitration will be conducted by FairClaims in accordance with its Arbitration Rules & Procedures effective at the time a claim is made. Where the relief sought is $50,001 or more, the arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate.

l. If the Parties are unable to resolve the claims in Informal Negotiation after 30 days, either Party may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the FairClaims website or the AAA’s site. (The AAA provides a Demand for Arbitration form.) Any settlement offer made by you or Tidy shall not be disclosed to the arbitrator.

m. Any FairClaims arbitration hearing shall be held via written submission, or where requested, video conference. Any AAA arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. Either Party may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on the Parties subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Tidy may attend by telephone.

n. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users but is bound by rulings in prior arbitrations involving the same TIDY user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

o. The Parties agree that all communications and evidence related to the dispute will remain confidential, and neither party shall take any action that will harm the reputation of any of the other, or which would reasonably be expected to lead to unwanted or unfavorable publicity to either of the Parties or entities.

p. The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes;

q. Except as provided in the Class Action Waiver and Representative Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable;

r. The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions;

s. You or TIDY may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided may be rendered ineffectual.

t. If the arbitrator issues you an award that is greater than the value of Tidy’s last written settlement offer made after you participated in good faith in the Informal Negotiation process, then Tidy will pay you the amount of the award or U.S. $5,000, whichever is greater.

u. 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.

v. The Arbitrator's fees shall be apportioned in accordance with applicable law as determined by the Arbitrator;

w. Unless applicable law requires otherwise, and notwithstanding anything to the contrary in the applicable AAA rules or fee schedule(s), TIDY and you shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings;

x. Regardless of any other terms of this Agreement or Mutual Arbitration Provision, nothing prevents You from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on the claims addressed in this Section, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any required conditions precedent and/or exhausting required administrative remedies under applicable law before bringing a claim in arbitration. TIDY will not retaliate against You for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

y. The AAA Rules may be found at www.adr.org or by searching for AAA Consumer Arbitration Rules or by calling the AAA at 1-800-778-7879.

z. Property Manager’s Right to Opt Out of Arbitration. Arbitration is not a mandatory condition of Your contractual relationship with TIDY, and therefore You may submit a statement notifying TIDY that You wish to opt out and not be subject to this Mutual Arbitration Provision. In order to opt out, You must notify TIDY of Service Provider’s intention to opt out by submitting to TIDY at Tidy Services, Inc., 2093 Philadelphia Pike #1446 Claymont, DE 19703, United States, a signed and dated written notice stating that You are opting out of this Mutual Arbitration Provision. This written notice must be sent with a delivery receipt to ensure its arrival. You also may opt out by sending an email to legal@tidy.com stating Your intention to opt out. In order to be effective, Your opt out notice must be provided within 30 days of the date this Agreement is electronically signed by You ("Effective Date"). If You opt out as provided in this paragraph, You will not be subject to any adverse action from TIDY as a consequence of that decision and he/she may pursue available legal remedies without regard to this Mutual Arbitration Provision. If You do not opt out within 30 days of the Effective Date of this Agreement, You and TIDY shall be deemed to have mutually and voluntarily agreed to this Mutual Arbitration Provision.

aa. You acknowledges and agrees that if TIDY modifies any provision of this Agreement other than any term of this Section, You will not have a renewed opportunity to opt out of arbitration.

ab. If, however, TIDY modifies this Mutual Arbitration Provision after the date you first agreed to this Agreement (or any subsequent changes to the Agreement), you may reject any such change to the Mutual Arbitration Provision by providing TIDY written notice of such rejection within 30 days of the date below. This written notice must be provided either (a) by Tidy Services, Inc., 2093 Philadelphia Pike #1446 Claymont, DE 19703, United States, or (b) by email from the email address associated with your account to: legal@TIDY.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to the Mutual Arbitration Provision. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and TIDY in accordance with the provisions of this Mutual Arbitration Provision as of the date you first agreed to this Agreement (or any subsequent changes to the Agreement).

ac. Right To Consult With A Lawyer: You have the right to consult with private counsel of Your choice for independent legal advice with respect to any aspect of this Agreement or Mutual Arbitration Provision, or any claim that may be subject to this Mutual Arbitration Provision.

ad. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver and/or Representative Action Waiver  is invalid or unenforceable, the class, collective, or representative general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver and Representative Action Waiver that is valid and enforceable shall be enforced in arbitration. To the extent that there are any claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the Class Action Waiver and/or Representative Action Waiver is unenforceable, the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

19.3 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, this Agreement shall be governed and interpreted pursuant to the laws of the state of the property you are managing in the system, notwithstanding any principles of conflicts of law.

20 Modification

You hereby expressly acknowledges and agrees that, by using or receiving access to use the TIDY Software, You and TIDY are bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein, including the Schedules below, except as expressly stated in Section 19 with respect to Your right to opt-out of the arbitration. You shall be bound by modifications to this Agreement only upon your 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 or 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, other Property Managers, 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 Defend Trade Secrets Act of 2016

a. Property Manager acknowledges receipt of the following notice under 18 U.S.C § 1833(b)(1): An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

23 Release

a. In return for the benefits the Agreement provides, you hereby release TIDY, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and agents from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, whether it be at law or in equity that exist as of the time you enter into this agreement.

b. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

24 Last Minute Cancellations

As a client, please be advised that the most common and default cancellation policy between Clients and Service Providers is that for canceling a cleaning within 24 hours of a scheduled appointment there is a fee equal to 50% of the cost of the booking. If you have not made a different arrangement with the Service Provider, then this is likely your agreement with them.

25 Miscellaneous

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

b. TIDY reserves all rights not expressly granted to Property Manager herein.

c. All notices other than those expressly required by Section 19, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). The parties agree that Notices shall be delivered nationally recognized overnight courier, electronic mail (with confirmation of transmission), or certified mail. 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. 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. 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. 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. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

d. 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.

e. Property Manager 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, at the Property Manager's own expense, prior to signing this Agreement.

f. BY SIGNING UP AND/OR LOGGING IN, I AGREE TO THIS AGREEMENT. YOU HEREBY AGREE TO THIS AGREEMENT AND AGREE TO ACT IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN.

g. You understand that your electronic signature is as legally binding as a handwritten signature.


Last updated: October 5, 2020