Service Provider Customer Agreement & Terms of Use

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

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 (Clients) 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 Clients 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

2.1 CONTENT LICENSE

a. TIDY may, from time to time, provide written or graphical content in various forms (“TIDY Content”). TIDY grants Service Provider a revocable, non-exclusive, non-sublicensable, non-non-transferable, license to use the TIDY Content solely for use in promotion and advertising of Service Provider's business, and, where applicable, subject to the terms of this agreement. Service Provider 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.

2.2 LICENSE TO TIDY TECHNOLOGY

a. License Grant. In consideration for the fees paid by you hereunder (or during a period where you are trialing for free), 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. Service Provider 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.

2.3 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 ("Service Provider 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 Service Provider Content, all of which shall remain solely with Service Provider.

b. Any derivative works of TIDY Content created by Service Provider or Service Provider’s customers or affiliates, shall not be considered "Service Provider Content", but shall be deemed to be TIDY Content. This includes any individual or entity which uses the Service Provider Websites.

c. Service Provider gives TIDY permission to use any and all of Service Provider's voice, image, likeness, and any ratings and reviews from Clients about Service Provider, with or without using Service Provider'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. Service Provider represents and warrants they have all legal rights to use any Service Provider Content.

3. No Control

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. Except as prohibited by the Client or as otherwise provided in this Agreement, 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.

d. 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. Client Management

a. Except as otherwise stated herein, you may use the TIDY Software to upload and manage all your Clients. By uploading your clients, you are not granting TIDY permission to contact them except as outlined in the app on your behalf, for example to send them invoices.

b. TIDY’s goal is never to take away your Clients for the Services you provide on the TIDY Software. TIDY shall be prohibited from specifically offering Services of the same type you offer and for the same times you offer unless at your Client’s specific request. Exceptions to this shall be any incidental, accidental advertisement, or advertisements that involve an area (for example postcards to an entire mail route, billboards, radio, TV, or other such advertisements).

c. If clients grant permission for TIDY to contact them directly, TIDY may do so. Clients are not restricted by your actions, including you uploading their information. Clients can always use the software as they see fit.

d. Each Service Provider, as a separate entity from TIDY, is solely responsible for all customer service issues relating to such Service Provide and the Clients of their Services, including without limitation, issues related to Services, pricing, order fulfillment, returns, refunds, rebates, or warranties. In performing customer service, Service Providers must present themselves as a separate entity from TIDY. As between Service Providers and TIDY, TIDY is solely responsible for customer service issues relating to any software related issues and technical support for the user of the software.

5. Service Contracts

If a Client and Service Provider decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Service Provider. Client and Service Provider have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that TIDY is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between TIDY and any User or a partnership or joint venture between TIDY and any User.

With respect to any Service Contract, Clients and Service Providers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand TIDY’s rights and obligations under the Terms of Service, including this Agreement. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements. Only to the extent that they have not entered into another agreement or terms with respect to a Service Contract, the parties to a Service Contract agree that the Optional Service Contract Terms apply to their Service Contract.

The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. 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 to assist in disputes is possible but never required. If all parties elect to use TIDY Informal Dispute Resolution, then upon a dispute you shall electronically submit information about the dispute using the TIDY Software in the manner outlined by TIDY. You shall follow up in a truthful and timely manner regarding the dispute. If you lose any dispute with a client via TIDY Informal Dispute Resolution, you agree TIDY reserves the right to withhold the disputed amount from future payments. If you win any dispute with a client via TIDY Informal Dispute Resolution, we shall process any payments like usual, but we are unable to provide any collection services.

6. Jobs Requested Through TIDY

6.1 CLIENT REQUESTS AND SERVICE PROVIDER BIDDING

a. From time to time, in their sole and complete discretion, Clients will request jobs via the TIDY Software, setting forth the nature of the Services required (the “Jobs Requested Through TIDY”). Clients making Jobs Requested Through TIDY may be called “Clients from TIDY”).

b. Service Provider has the option to make themselves bookable for Jobs Requested Through TIDY, specifying 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 that may be available from time to time.

c. If Clients requests a Service Provider, and the Client is within Service Provider’s Booking Constraints, then the Client and Service Provider shall be paired. You may also accept Client pairings outside your typical Booking Constraints on an opt in basis.

d. TIDY shall not have the right to take away any Service Provider’s Client at any time. Only Clients or Service Providers can determine pairings.

e. TIDY does not charge Service Providers to accept or perform jobs, including “Jobs Requested Through TIDY”, however other subscription fees for the use of the software may apply, for example payment processing fees or business phone charges.

f. You acknowledge and agree that Clients may use your account statistics relating to quality and reliability and your profile information to make decisions about who to book or request. Clients may use algorithmic decisions executed via TIDY Software. TIDYs execution of any algorithm on the client’s behalf does not constitute TIDY making any selection or pairing.

g. TIDY does not guarantee any minimum number of Jobs Requested Through TIDY will be available to Service Provider at any point during the term of this Agreement. Service Provider is not obligated to review the Jobs Requested Through TIDY posted or select any Jobs Requested Through TIDY posted by any Client at any time. 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.

h. You agree and acknowledge that Clients from TIDY have a 3 year term for their use of the TIDY Software. If you solicit them to break that contract, you are liable for their “Client Contract Breaking Fee” outlined in Schedule 1.

6.2 SERVICE PROVIDER PAY RATES AND PAYMENTS

a. Service Provider shall set or adjust their Pay Rates for Jobs, including Jobs Requested Through TIDY at any time.  Once accepting a Job Requested Through TIDY, Service Provider agrees to honor the agreed upon Pay Rate with that Client for the period agreed upon (with a default of 1 year), after which they can opt to request a different rate from the Client.

b. 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.

c. You acknowledge that TIDY may charge you or Client other software subscription fees as outlined in the software.

d. By accepting this Agreement, Service Provider authorizes TIDY to withhold any TIDY fees from any client payments before remitting to the Service Provider any entitled pay.

e. If a Job Requested Through TIDY requires more time to complete than booked 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.

f. When a Job Requested Through TIDY is complete in a manner agreed upon by Client and Service Provider and Service Provider opts to use TIDY Payment Processing, TIDY will transmit payment to Service Provider, whether in Service Provider’s capacity as a sole proprietorship or other corporate entity, via direct deposit. So long as Service Provider has completed the steps necessary to set up a direct deposit account and provided those details to TIDY, TIDY shall then remit payment for each Job, less any applicable fees within eighteen (18) business days following the day the Job was completed (the Payment Date). Absent Service Provider's failure to complete the appropriate steps to arrange for payment by direct deposit, TIDY's failure to remit payment by the Payment Date shall constitute a material breach of this Agreement. For purposes of this Section, “remit” shall refer to TIDY’s initiation of a payment to Service Provider; provided that TIDY has initiated payment on the Payment Date, TIDY shall not be liable if the paid amount is not accessible by Service Provider within that time frame.

g. If applicable, TIDY will report the payments paid to the Service Provider by filing the appropriate Form 1099 with the Internal Revenue Service as required by law.

6.3 JOB PERFORMANCE AND COMPLETION

a. Service Provider is solely responsible for determining the manner and method of performing all jobs including Jobs under this Agreement. Service Provider understands and agrees that Service Provider's failure to complete a Job Requested Through TIDY in accordance with Client's specifications detailed by Client through the TIDY Software may result in fees as mutually agreed to by Clients and Service Provider via the TIDY Software. See the relevant section in the TIDY Software to view or adjust fees acceptable to you.

b. By accepting this Agreement, Service Provider authorizes TIDY to withhold fees agreed upon by Service Provider and Client from Service Provider’s payments.

c. When Service Provider has location tracking enabled for jobs, TIDY collects the latitude and longitude (Location Coordinates) from the TIDY Business Manager App for a period of time starting when Service Provider “Checks In” until up to 2 hours following the end of the Job.  This location data may be available for the Service Provider, the Client, and TIDY for any legal purpose requested by Service Provider or Client.

d. TIDY may also disclose the Service Provider's Location Coordinates and contact information as required by applicable law, to authorized service providers, or when TIDY believes that such disclosure is necessary to protect the rights, property, or safety of anyone. TIDY has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Service Provider provides the Services contemplated by this Agreement. The Service Provider may stop Location Coordinates collection anytime by disabling the setting in their app or uninstalling the TIDY Business Manager App.

e. Service Provider is solely responsible for any costs or expenses incurred by Service Provider in connection with the operation of Service Provider’s business and the performance of the Services. Service Provider shall furnish and maintain, at their own expense, the tools, equipment, supplies, and other materials used to perform the Services. Service Provider, at their sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials.

f. Service Provider shall not wear TIDY branded apparel.

6.4 JOB CANCELLATION.

a. Service Provider may cancel the Job at any time, but repeated cancellations can trigger a temporary disabling of the account to ensure your account settings are accurate. Additionally, cancellation or rescheduling by the Service Provider may result in fees agreed upon by Service Provider and Client viewable in the TIDY Software.

b. Service Provider may also be entitled to fees agreed upon by Service Provider and Client  in the event a Client cancels or reschedules a Job as mutually selected in the TIDY Software.

7. Marketing Your Business

a. You may use the TIDY Software’s marketing features to contact and market to your clients.

b. You must have permission of all contacts prior to sending them any marketing messages via the TIDY Software.  This includes making sure you maintain a list of unsubscribed Clients, and not contacting them with marketing messages.

c. 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.

d. We retain the right to disable your account if we detect abuse or excessive spam complaints for your marketing messages.

8. Communicating via TIDY

a. 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

9.1 BACKGROUND CHECK CERTIFICATION

a. Background checks are not required to access the TIDY Software. You can choose to purchase one to show on your profile to improve your online presence.  Pricing for this is listed online. TIDY may, at time-to-time and at its sole discretion, waive fees to complete a background check.

b. If you do complete a background check, you are eligible for the TIDY Background Check Certification, which helps show clients that:
- You are not on the sex offender registry
- You are not on the National terrorist watchlist
- You have a valid social security number
- You do not have any theft or safety related hits on the Federal repository or County repository where you reside.

c. TIDY conducts background checks in accordance with applicable law, and are provided by a third party. You will need to agree to their terms to complete the check. If you do not agree with their terms, you can reach out to TIDY for alternate approaches.

9.2 EQUIPMENT CERTIFICATION

a. TIDY Equipment Certification is optional and designed to give your Clients comfort that you can support their needs and that you are a bona fide business. Each Service has a unique equipment certification that ensures you have at least 2 of the most popular items requested by clients or carried by other Pros.

9.3 OTHER CERTIFICATIONS

a. From time to time TIDY may offer other certifications made by itself or third parties.

9.4 USE OF CERTIFICATIONS

a. While this Agreement remains in effect, and while you remain in full compliance with all terms set forth herein, TIDY hereby grants you a non-exclusive, non-non-transferable, non-sublicensable, license to use and display any TIDY Certification in connection with marketing your business, but only under any standards or guidelines set forth by TIDY.

b. Certifications are not requirements of TIDY to use the Software, but they may be requirements of clients.

c. You may only use TIDY Certifications for their intended use, and you may not misrepresent TIDY, TIDY's products or Services, your affiliation with TIDY, or the TIDY Certification.

d. If at any time there is an event that may affect any certification (for example a theft or safety related conviction), you must immediately report such change to TIDY.

e. If TIDY has reasonable belief that you would no longer meet the criteria for a given certification, TIDY may revoke that certification. You have the right to appeal..

f. If any TIDY Certification is no longer valid, then your license to use that certification is immediately suspended.

10. Booking Protection

a. “Booking Protection” is a feature you can enable optionally as protection against cancellations by your Clients and as a courtesy for your clients. Booking Protection means that if a Client cancels on you after your specified booking cut-off for clients, you shall remain eligible for other Jobs Requested Through TIDY within your Booking Constraints for the same timeframe as the original appointment. If no other job can be found, the cancellation fee you require from your Clients shall be paid to you.

11. Payment Processing for Clients

11.1 TIDY'S ROLE

a. The Services allow Clients to pay and 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 as defined by the United States Department of Treasury.

b. TIDY facilitates the processing of payments Service Providers receive from Clients. This means that we collect, analyze and relay information generated in connection with these payments.

11.2 AUTHORIZATION

a. 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

a. 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 the bank account you link to your Account is incorrect and TIDY is not able to debit or credit the bank account, the bank account will be de-linked from your Account.

c. TIDY also offers the option for instant payout. If you would like to receive your deposits via instant payout, you will need to elect for instant payout in your Account and link a valid U.S. debit card that is connected to a checking account to your Account. Note that pre-paid and reloadable debit cards will not be accepted. If you have elected instant payout, we will deposit amounts received by us for transactions you submit through the Services (less any applicable standard credit card processing fees or other additional fees) to your debit account. You must be approved for instant payouts, and they cannot be guaranteed.

d. 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.

e. 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.

f. Once you validate your US bank account, and have ten dollars or more in your Account, TIDY will automatically initiate a payout to your bank account at the end of every day when you have more than ten dollars in your account. Payouts to your bank account for payments received before 4pm Pacific Time will usually fund within 5 business days, and are subject to ACH transfer delays outside the control of TIDY. Payouts may be subject to additional holds as defined in this agreement.

g. Should TIDY need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as necessary to comply with applicable law or court order, or if otherwise requested by law enforcement or governmental entity.

11.7 TAXES

a. You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our software and services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. TIDY specifically disclaims any liability for Taxes.

b. If in a given calendar year you receive through the Services (i) more than $15,000 in gross amount of payments, and (ii) more than 150 payments, TIDY reserves the right to prohibit you from processing any additional payments through the Services and to defer delivery of earned payouts until you have provided (and TIDY has confirmed receipt of) your accurate User Tax Information (defined below). If in a given calendar year your payments through the Services meet the Internal Revenue Service (“IRS”) thresholds for required reporting, TIDY will report your User Tax Information annually to the IRS, as required by law. If TIDY receives a notification from the IRS at any time that your User Tax Information is incomplete or inaccurate, TIDY will notify you immediately that you need to provide a completed W-9 form and reserves the right to (i) prohibit you from processing any additional payments through the Services and (ii) defer delivery of any earned payouts, until you have provided and TIDY has confirmed receipt of updated accurate User Tax Information. If TIDY does not receive such updated accurate User Tax Information within sixty (60) days of your receipt of TIDY’s request for updated User Tax Information, TIDY will deduct any applicable fees owed to TIDY and will refund all undelivered earned payouts back to the applicable Client. TIDY disclaims any and all liability related to such refunded payouts. “User Tax Information” means any information required to be provided to the IRS, which includes but is not limited to the following: your name, address, Tax Identification Number (such as a Social Security Number (SSN), or Employer Identification Number (EIN)), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year. Whether you meet the IRS thresholds for required reporting in a given calendar year will be determined by looking at the Tax Identification Number associated with your Account.

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 to Clients 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. The amount of a transaction may be reversed or charged back to your Account (a "Chargeback") if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a Client or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, (d) is allegedly unlawful, suspicious, or in violation of the terms of these Terms of Service.

b. TIDY is not liable for any losses relating to Chargebacks, fraudulent charges, or other actions by any User that are deceptive, fraudulent or otherwise invalid as determined in TIDY's sole discretion ("Fraudulent Actions"). By using the Services, you hereby release TIDY from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify TIDY of any Fraudulent Actions which may affect the Services. TIDY reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in, Fraudulent Actions.

11.10 TIDY COLLECTION RIGHTS FOR CHARGEBACKS

a. For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated fees, fines, or penalties listed in the Fee Schedule or assessed by the Association or our processor from your Account (including without limitation any Reserve), any proceeds due to you, your bank account or debit card, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under these Terms of Service until such time that: (a) a Chargeback is assessed due to a Client's complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the Client may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all Account deficit balances unpaid by you.

11.11 EXCESSIVE CHARGEBACKS

a. If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Services.

11.12 CONTESTING CHARGEBACKS

a. You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Services. To that end, you permit us to share information about a Chargeback with the Client, the Client's financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these Terms of Service. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

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 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.

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.

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

f. 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 all information about their account and profile accurately; and
  • Service Provider represents and warrants that they are a bona fide, 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 he or she maintains a principal place of business in connection with Service Provider’s trade, occupation, profession and/or business that is eligible for a business deduction for federal income tax purposes; and
  • Service Provider certifies they are fully-licensed (to the extent required by applicable law) and legally authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Service Provider intends to offer said Services, including but not limited to having any business license, business tax registration, professional licensure, permit, certification, registration, state contractor’s license, or any other legal requirement that may be required by law; and
  • Service Provider has the required skill, experience, and qualifications to perform the Services; and
  • Service Provider shall perform the Services in accordance with all applicable laws, rules and regulations; and
  • Service Provider is actively marketing their Services outside of their use of the TIDY Software.

b. For Service Providers performing the Services in Washington State, Service Provider shall, within a reasonable period of time after this Agreement is electronically signed, establish an account with the Department of Revenue and all other required state agencies, for the business Service Provider is conducting for the payment of all state taxes normally paid by employer and businesses. Service Provider further agrees, within a reasonable period of time after this Agreement is electronically signed, to register for and receive a unified business identifier number from Washington State.

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 his/her 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

a. 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).

b. 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 himself or herself available and what agreements to make with clients.

17.2 TERMINATION

a. TIDY and Service Provider 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 timely remit payments as described herein, or Service Provider fails to remit any Fees owed TIDY.

b. In the event there is a dispute whether TIDY or Service Provider 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 Service Provider exercises his/her right to opt out of arbitration, as described in Section 19, below.

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

d. If one or more Clients cancel their Jobs for any reason, you may continue to use the software to manage your business, and this shall not constitute a Termination.

17.3 TIDY'S OBLIGATIONS UPON TERMINATION

a. Upon termination of this Agreement: (a) if the termination is effected by TIDY, TIDY shall immediately pay to Service Provider any outstanding earned payments; or (b) if the termination is effected by Service Provider, TIDY shall pay to Service Provider any outstanding earned payments within seven (7) business days. In either event, TIDY shall pay any owed payments as soon as practicable.

17.4 SURVIVING PROVISIONS

a. 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

a. Service Provider may not assign this Agreement, absent written authorization by TIDY. This provision shall not be construed as limiting Service Provider’s right to engage personnel to assist in the Services as set forth in this Agreement. 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

a. 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, 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 of the dispute, controversy, or claim. 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 MUTUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER

a. TIDY AND SERVICE PROVIDER 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. The parties agree that any disputes and/or claims regarding the application of this Mutual Arbitration Provision shall be resolved exclusively by an arbitrator.

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), the Service Provider's classification as an independent contractor, Service Provider’s provision of Services under this Agreement, the payments received by Service Provider for providing Services, Service Provider’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 Service Provider'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 Service Provider 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 SERVICE PROVIDER 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 SERVICE PROVIDER 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. TIDY and Service Provider 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. Service Provider agrees and acknowledges 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 more than $50,000, 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. If FairClaims is unable to Arbitrate a claim, the arbitration will be conducted by the AAA.

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. Either TIDY or Service Provider 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 Service Provider 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 Service Provider 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. Service Provider’s Right to Opt Out of Arbitration. Arbitration is not a mandatory condition of Service Provider’s contractual relationship with TIDY, and therefore Service Provider may submit a statement notifying TIDY that Service Provider wishes to opt out and not be subject to this Mutual Arbitration Provision. In order to opt out, Service Provider 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 Service Provider is opting out of this Mutual Arbitration Provision. This written notice must be sent with a delivery receipt to ensure its arrival. Service Provider also may opt out by sending an email to legal@tidy.com stating Service Provider’s intention to opt out. In order to be effective, Service Provider’s opt out notice must be provided within 30 days of the date this Agreement is electronically signed by Service Provider ("Effective Date"). If Service Provider opts out as provided in this paragraph, Service Provider 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 Service Provider does not opt out within 30 days of the Effective Date of this Agreement, Service Provider and TIDY shall be deemed to have mutually and voluntarily agreed to this Mutual Arbitration Provision.

aa. Service Provider acknowledges and agrees that if TIDY modifies any provision of this Agreement other than any term of this Section, Service Provider 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: Service Provider has the right to consult with private counsel of Service Provider's 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 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

a. Service Provider hereby expressly acknowledges and agrees that, by using or receiving access to use the TIDY Software, Service Provider 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 stated in Section 19 with respect to a Service Provider’s right to opt-out of the arbitration. Service Provider shall be bound by modifications to this Agreement only upon Service Provider’s 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. Defend Trade Secrets Act of 2016

a. Service Provider 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 service providers 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. 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 job and account 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 (such as hyperlinks) from TIDY to other sites on the Web are for reference and convenience only, and do not constitute the endorsement by TIDY of those sites. You access such third-party websites at your own risk. TIDY disclaims any liability arising in connection with your use of a link to another site, and you agree to hold TIDY harmless from any liability that may result from your use of such a link.

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

e. 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.

f. 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.

g. 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, at the Service Provider's own expense, prior to signing this Agreement.

h. 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.

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

SCHEDULE 1 - PAYMENTS, FEES, AND LIQUIDATED DAMAGES

Damage and/or loss of a Client’s items or property

You are responsible for any and all damages or loss to your client.

Client Contract Breaking Fee

Fee of $150

Credit Card Chargeback Fee

Fee of $20

Credit Card Processing Fees

2.9% + $0.30 per transaction

TIDY Pro Phone System

$0.02/phone minute, $0.02/text with $20/mo min.

Last updated: October 5, 2020