Effective Date: 01/01/2021

This policy describes how Findextry uses cookies on http://www.findextry.com (the “Site”). We recommend that you also consult our Privacy Policy for additional information on how we collect and use information collected from visitors to the Site. This policy is effective January 1st, 2021. Your continued use of the Site after that will signify your acceptance of this policy. We may modify this Agreement without notifying you, so please check back often for updates.

By using the Site, you agree that we can use the cookies described in this Cookie Policy. You can stop cookies by changing the settings in your browser (more information on how to do this is provided below).

WHAT ARE COOKIES?

Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them — or other websites that use the same cookies. This helps websites know if the browsing device has visited them before.

WHAT ARE COOKIES USED FOR?

Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.

WHAT TYPES OF COOKIES DOES FINDEXTRY USE?

The type of cookies used on most websites can generally be put into one of six categories: Strictly Necessary, Performance, Functionality, Flash, Tailored Content and Targeting. In order to provide you with the best browsing experience, Findextry uses all of these categories on the Site. You can find out more about each cookie category in the sections below.

STRICTLY NECESSARY COOKIES

These cookies are essential, as they enable you to move around the Site and use its features, such as accessing secure areas. Without these cookies, some services you have asked for such as payment submission can’t be provided.

PERFORMANCE COOKIES

These cookies collect information about how you use the Site, for example which pages you go to most often and if you get error messages from certain pages. These cookies don’t gather information that identifies you. All information these cookies collect is anonymous and is only used to improve how the Site works.

FUNCTIONALITY COOKIES

These cookies allow the Site to remember choices you make (such as your user name, language or the region you’re in). For instance, the Site uses functionality cookies to remember your language preference. These cookies can also be used to remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be used to provide services you’ve asked for such as watching a video or commenting on a blog. The information these cookies collect may be anonymous and they cannot track your browsing activity on other websites.

FLASH COOKIES

We may, in certain circumstances, use Adobe Flash Player to deliver special content, such as video clips or animation. To improve your user experience, Local Shared Objects (commonly known as “Flash cookies”) are employed to provide functions such as remembering your settings and preferences. Flash cookies are stored on your device, but they are managed through an interface different from the one provided by your web browser. This means it is not possible to manage Flash cookies through your browser in the same way you would normally manage cookies. Instead, you can access your Flash management tools from Adobe’s website at http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager.html.

TAILORED CONTENT COOKIES

Tailored content cookies help the Site provide enhanced features and display content in a way that is relevant to you. These cookies help the Site determine what information to show you based on how you have used the Site previously. These cookies do not track your browsing activity on other websites.

TARGETING COOKIES

These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign. They remember that you have visited a website and this information may be shared with other organizations such as advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere on the Internet.

HOW LONG WILL COOKIES STAY ON MY BROWSING DEVICE?

The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted.

FIRST AND THIRD PARTY COOKIES

First party cookies are cookies that belong to us, while third party cookies are cookies that another party places on your browsing device through our Site. For example, Facebook will place a cookie on your browsing device if you click on the Facebook link when browsing the Site.

HOW TO CONTROL AND DELETE COOKIES THROUGH YOUR BROWSER

The browser you are using to view the Site can enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help,” “Tools” or “Edit” facility). Please note that if you set your browser to disable cookies, you may not be able to access certain parts of the Site for example applying for a job or posting a job. Other parts of the Site may also not work properly. You can find out more information about how to change your browser cookie settings at www.allaboutcookies.org.

CONTACTING US

If you have any questions about this Cookie Policy, please contact us at [email protected] or by mail addressed to Attn: Legal, 655 Montgomery Street, Suite 490, DPT 17022, San Francisco, CA 94111-2676, USA.

 

Effective Date: 01/01/2021

This Service Fee Agreement (this “Agreement”) is between you and Findextry LLC. This Agreement provides information on the fees Findextry LLC charges for use of the Site’s communication, maintenance, security, hosting, payment services, and marketing.  This Agreement provides information on the fees that our third party partner Stripe Inc charges for its secure payment processing service. This Agreement is part of the Terms of Service.

By clicking to accept the Terms of Service on the Site or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. However, we will provide advance notice of any increase in prices or fees affecting current Users. Please check the Site often for updates.

1. Parties

You are entering into this Agreement with Findextry (also referred to as “we” and “us”).

2. Fees Charged to Service Pros

Pursuant to the Service Pro Agreement, we charge Service Pros a 5% Service Fee rate for each payment their Client makes. The Service Fees will be charged as "straight" pricing, as discussed in further details below.

Additionally, the use of various Payment Methods offered through the Site and the Site Services will not incur added fees or charges. All Payment Methods will be posted on the Site for Clients to see and use to pay Service Pros. Any changes to Service Fees charged to Service Pros will be updated on the Site. You hereby authorize us to charge to you and to collect from you (consistent with this Agreement, the Service Pro Agreement, or elsewhere in the Terms of Service) any fees described in this Section 2.

Below is an example which shows our service fee structure.

If for example a Client hires a Service Pro for $100,  then the Service Fee charged at a rate of 5% will be calculated as follows:

 

	Rate	Amount	Paid by	Received by
Project/Task Price ($100)	N/A	$100	Client	Service Pro/Findextry/Stripe
Findextry Service Fee	5%	$5	Service Pro	Findextry
Stripe Payment Processing Fee	2.9% + 30¢	$3.20	Service Pro	Stripe
Stripe Payout Processing Fee	$2/month/active service pro account + (0.25% + 25¢)	$2/month + .48¢	Findextry	Stripe
Service Pro Payout Amount	N/A	$91.80	Client	Service Pro

 

Note: The Service Fee charged on each payment made by a Client will appear for view by Service Pros in the Payment Details of the Payment History.

3. Fees Charged to Clients

Findextry does NOT charge our Clients any fees. Findextry offers a 100% FREE service for all Clients to sing up, find and hire a Service Pro.  We also offer various free and convenient Payment Methods for our Clients to make payments to their Service Pro.

4. Taxes Charged

Findextry does not charge taxes.

Effective Date: 01/01/2021

PLEASE READ THIS CLIENT AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE" CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

This Client Agreement (this “Agreement”) is a contract between you (“you” or “Client”) and Findextry LLC (“findextry,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a Client of our website located at www.findextry.com.  Subject to the conditions set forth herein, Findextry may, in its sole discretion, amend this Agreement at any time by posting a revised version on the Site.  Findextry will provide reasonable advance notice of any amendment by posting the updated Client Agreement on the Site, providing notice on the Site, and/or sending you notice by email. Findextry will provide at least 60 days’ advance notice of the change. Any revisions to the Client Agreement will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE CLIENT AGREEMENT, INCLUDING THE ARBITRATION PROVISION IN SECTION 13 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 13). IF YOU DO NOT ACCEPT THE CLIENT AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE CLIENT AGREEMENT ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE CLIENT AGREEMENT AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE CLIENT AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

1. FINDEXTRY CLIENT ACCOUNTS

Section 1 discusses what you must agree to before using the Site or Site Services as a Client, as detailed below.

1.1 REGISTRATION AND ACCEPTANCE

By registering for a client account to use the Site or Site Services (a “Client Account”), by using the Site or Site Services after the Effective Date if you had a Client Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Client Agreement.

To access and use certain portions of the Site and the Site Services, you must register for a Client Account. Subject to the Site Terms of Service, certain portions of the Site are available to Site Visitors, including those portions before your Client Account registration is accepted. Findextry reserves the right to decline a registration to join Findextry or to add a Client Account, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create a Client Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to Findextry and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.  Registering for a Client Account is a privilege, and you agree not to have or register for more than one Client Account without express written permission from us. We reserve the right to revoke the privileges of the Client Account or access to or use of the Site or Site Services, and those of any and all linked Client Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, or maintaining your Client Account, adding any illegal, derogatory, offensive or pornographic material to the Site and failure to comply with Findextry’s Payment Policy. 

1.2 USERNAMES AND PASSWORDS

Each person who uses the Site must register for their own Client Account. When you register for a Client Account, you will be asked to choose a username and password for the Client Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Client Account. You authorize Findextry to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Client Account or any unauthorized access to the password for any Client Account. You further agree not to use the Client Account or log in with the username and password of another Client of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

2. PURPOSE OF FINDEXTRY

Section 2 discusses what Findextry does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find a Service Pro, as detailed below.

The Site is a marketplace where Clients and Service Pros can connect with each other, buy, and sell Service Pro Services online. Subject to the Terms of Service, Findextry provides the Site Services to Users (Clients and Service Pros), including hosting and maintaining the Site, facilitating the payment of services, and assisting Clients and Service Pros in resolving disputes which may arise in connection with services being delivered.

2.1 RELATIONSHIP WITH FINDEXTRY

Findextry merely makes the Site and Site Services available to enable Clients and Service Pros to find and transact directly with each other. Findextry does not introduce Service Pros to Clients, select Jobs for Service Pros, or select Service Pros for Clients. Through the Site and Site Services, Service Pros may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Service Pros that may offer the services they seek; at all times, however, Clients and Service Pros are responsible for evaluating and determining the suitability of any Job, Client or Service Pro on their own. If Clients and Service Pros decide to enter into a Business Transaction with each other, the Business Transaction is directly between the Client and Service Pro and Findextry is not a party to that Business Transaction.

You acknowledge, agree, and understand that Findextry is not a party to the relationship or any dealings between Clients and Service Pros. Without limitation, Clients are solely responsible for: (a) ensuring the accuracy and legality of any content posted on the Site; (b) reviewing estimates, discussing with and selecting a Service Pro; (c) negotiating, agreeing to, and executing any terms or conditions of all Business Transaction; (d) paying for Service Pro services.  Findextry does not make any representations about or guarantee the truth or accuracy of any Service Pro listings or Content on the Site; does not verify any feedback or information provided by Clients about Service Pros; and does not guarantee the work of Service Pros. You acknowledge, agree, and understand that Findextry does not, in any way, supervise, direct, control, or evaluate Service Pros or their work and is not responsible for any Project, Project terms or Work Product. Findextry makes no representations about and does not guarantee, and you agree not to hold Findextry responsible for, the quality, safety, or legality of Service Pro services. While Findextry may verify a Service Pro’s background and qualifications, these are not a guarantee or warranty of quality or ability or willingness of the Service Pro to complete a job and is not a guarantee of any kind, including, the quality of Service Pros’ services.

You also acknowledge, agree, and understand that Findextry is not responsible nor liable for the damage, theft or injury to any Client’s or Service Pro’s property, person or pet, unless what’s specified in the Terms of Service or this Agreement. 

You also acknowledge, agree, and understand that Service Pros are solely responsible for determining, and have the sole right to determine, which job to accept; the time, place, manner, and means of providing any Service Pro services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Findextry, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Findextry will not have any liability or obligations, including under or related to Business Transactions and/or Service Pro services for any acts or omissions by you or other Clients; (iii) Findextry does not, in any way, supervise, direct, or control any Service Pro or Service Pro services; does not impose quality standards or a deadline for completion of any Service Pro services; and does not dictate the performance, methods or process Service Pros uses to perform services; (iv) Service Pros asre free to determine when and if to perform Service Pro services, including the days worked and time periods of work, and Findextry does not set or have any control over Service Pro’s pricing, work hours, work schedules, or work location, nor is Findextry involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Service Pro for a job.

Nothing in this Client Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any Client from engaging in any other business activities through any other channels they choose.  Clients are free at all times to engage in such other business activities and services and are encouraged to do so.

2.2 MARKETPLACE FEEDBACK AND CONTENT

You hereby acknowledge and agree that Users publish and request Findextry to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Service Pros voluntarily submit to Findextry and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Findextry; Findextry provides such information solely for the convenience of Clients.

You acknowledge and agree that Client feedback benefits the marketplace, all Clients, and the efficiency of the Site and you specifically request that Findextry post composite or compiled feedback about Service Pros, including yourself, on Service Pro’s Profiles and elsewhere on the Site. Findextry provides its feedback system as a means through which Clients can share their opinions of Service Pros publicly, and Findextry does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other Service Pro.

Findextry does not generally investigate any remarks posted by Clients or other Client Content for accuracy or reliability and does not guarantee that Client Content is accurate. You are solely responsible for your Client Content, including the accuracy of any Client Content, and are solely responsible for any legal action that may be instituted by Service Pros or third parties as a result of or in connection with your Client Content. Findextry is not legally responsible for any feedback or comments posted or made available on the Site by any Client or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Clients from abuse, Findextry reserves the right (but is under no obligation) to remove posted feedback or information that, in Findextry’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Findextry. You acknowledge and agree that you will notify Findextry of any error or inaccurate statement in your feedback results, including the information, and that if you do not do so, Findextry may rely on the accuracy of such information.

3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENTS AND SERVICE PROFESSIONALS

Section 3 discusses the relationship you may decide to enter into with a Service Pro, including Business Transactions, as detailed below.

3.1 BUSINESS TRANSACTIONS

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

With respect to any Business Transaction, Clients and Service Pros 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 Findextry’s rights and obligations under the Terms of Service, including this Client Agreement.

3.2 DISPUTES AMONG CLIENTS AND SERVICE PROS

For disputes arising between Clients and Service Pros, you agree to abide by the dispute process that is explained in Section 13 that apply to your particular Business Transaction. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Findextry will not and is not obligated to provide any dispute assistance beyond what is described in Section 13.

If Client intends to obtain an order from any arbitrator or any court that might direct Findextry to take or refrain from taking any action, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Findextry, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Findextry, Findextry be paid for the reasonable value of the services to be rendered pursuant to such order.

4. FINDEXTRY FEES

Section 4 describes what fees you agree to pay to Findextry in exchange for Findextry providing the Site and Site Services, as detailed below.

4.1 FEES FOR CLIENTS

Clients do not pay any fees to Findextry.  Findextry is a free service for all Clients.

 

5. PAYMENT TERMS AND SERVICES

Section 5 discusses your agreement to pay Service Pros, method of payment and non-payment, as detailed below.

5.1 PAYMENT TO SERVICE PROS

If Client enters a Business Transaction with Service Pro, the Clients hereby agrees to pay the Service Pro Fees when it becomes due.  The Client also agrees to make all Service Pro Fee payments from the Site only, using any one of the free payment methods offered by Findextry.

 

5.2 NON-PAYMENT

If Client is in “default”, meaning the Client fails to pay the Service Pro Fees when due under the Terms of Service, or a written agreement between the Client and Service Pro.  For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Service Pro Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by Findextry within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Findextry for Service Pro Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.

If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Business Transactions, or obtain any additional Service Pro services through the Site. However, Client will remain responsible for any amounts that accrue on any open Jobs at the time a limitation is put on the Client’s Account as a result of the default.

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5.3 NO RETURN OF FUNDS AND NO CHARGEBACKS

Client acknowledges and agrees that Findextry will charge or debit Client’s designated Payment Method for the Service Pro Fees. When Findextry charges or debits the Client’s designated Payment Method for the Service Pro Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Service Pro Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Client Agreement, Client agrees that Findextry may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.

5.4 PAYMENT METHODS

In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

Client hereby authorizes Findextry, as applicable, to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Service Pro Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Findextry; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law.

When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Client Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

Findextry is not liable to any Client if Findextry does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Findextry will make commercially reasonable efforts to work with any such affected Client to resolve such transactions in a manner consistent with this Client Agreement.

 

6. NON-CIRCUMVENTION

Section 6 discusses your agreement to make payments only through Findextry for any project or task posted and any Service Pro hired on the Site; violating this Section 6 is a serious breach and your Client Account may be permanently suspended for violations, as detailed below.

6.1 MAKING PAYMENTS THROUGH FINDEXTRY

You acknowledge and agree that a substantial portion of the compensation Findextry receives for making the Site available to you is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with Service. Findextry only receives the Service Fee when a Client pay through the Site. Therefore, you agree to use the Site as your exclusive method to make all payments for work directly or indirectly with a Service Pro and not to circumvent the Payment Methods offered on the Site.

You agree to notify Findextry immediately if a person suggests to you making payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Findextry by calling or emailing.

You acknowledge and agree that a violation of any provision in this Section 6.1 is a material breach of the Terms of Service. Your Account may be permanently suspended.

6.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS

You acknowledge and agree to use the communication services available on the Site to communicate with Service Pros prior to entering into a Business Transaction. You agree that prior to entering into a Business Transaction, you (a) will use Findextry as the sole manner to communicate with Service Pros; (b) will not provide your Means of Direct Contact (see below) to any Service Pro you connect with on the Site; (c) will not use Means of Direct Contact to attempt to or to communicate with, solicit, contact, or find the contact information of a Service Pro outside of Findextry; (d) will not ask for, provide, or attempt to identify through public means the contact information of Service Pros; and (e) you will not include any Means of Direct Contact (see below) or means by which your contact information could be discovered job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.

You acknowledge and agree that a violation of any provision of this Section 6.2 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 6.2.

7. RECORDS OF COMPLIANCE

Section 7 discusses your agreement to make and keep all required records, as detailed below.

Clients will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Findextry upon request. Nothing in this subsection requires or will be construed as requiring Findextry to supervise or monitor a Client’s compliance with this Client Agreement, the other Terms of Service, or a Business Transaction. You are solely responsible for creation, storage, and backup of your business records. This Client Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Findextry’s part to store, backup, retain, or grant access to any information or data for any period.

8. WARRANTY DISCLAIMER

Section 8 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. FINDEXTRY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINDEXTRY DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST FINDEXTRY WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

9. LIMITATION OF LIABILITY

Section 9 discusses your agreement that Findextry usually will not have to pay you damages relating to your use of the Site and Site Services, as detailed below.

Findextry is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

·        your use of or your inability to use our Site or Site Services;

·        delays or disruptions in our Site or Site Services;

·        viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;

·        glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;

·        damage to your hardware device from the use of the Site or Site Services;

·        the content, actions, or inactions of third parties’ use of the Site or Site Services;

·        a suspension or other action taken with respect to your Client Account;

·        your reliance on the quality, accuracy, or reliability of Profiles, ratings, recommendations, and     feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and

·        your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL FINDEXTRY OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF FINDEXTRY, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY FINDEXTRY WITH RESPECT TO BUSINESS TRANSACTIONS ON WHICH USER WAS INVOLVED AS CLIENT OR SERVICE PRO DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

10. RELEASE

Section 10 discusses your agreement not to hold us responsible for any dispute you may have with a Service Pro, as detailed below.

In addition to the recognition that Findextry is not a party to any Business Transaction between you and Service Pros, you hereby release Findextry, and our respective officers, directors, agents, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with a Service Pro, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Service Pro services provided to Client by a Service Pro and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Clients and Service Pros are discussed in Section 13.

11. INDEMNIFICATION

Section 11 discusses your agreement to pay for any costs or losses we have because of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless Findextry, our respective directors, officers, employees and  representatives, for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Business Transaction entered into by you or your agents, including, but not limited to, the classification of a Service Pro as an independent contractor or non-compliance with IR35 including for the failure to provide Findextry with a designation including accurate information on the applicability of IR35; the classification of Findextry as an employer or joint employer of Service Pro; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 11, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Client or Service Pro against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other Client or Service Pro.

12. AGREEMENT TERM AND TERMINATION

Section 12 discusses your and Findextry’s agreement about when and how long this Client Agreement will last, when and how either you or Findextry can end this Agreement, and what happens if either of us ends the Client Agreement, as detailed below.

12.1 TERMINATION

Unless both you and Findextry expressly agree otherwise in writing, either of us may terminate this Client Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [email protected]. In the event you properly terminate this Client Agreement, your right to use the Site and Site Services is automatically revoked, and your Client Account will be closed. Findextry is not a party to any Business Transaction between Clients and Service Pros. Consequently, Clients understands and acknowledges that termination of this Client Agreement (or attempt to terminate this Client Agreement) does not terminate or otherwise impact any Business Transaction entered into between Clients and Service Pros. If you attempt to terminate this Client Agreement while having one or more open Business Transactions (a) you hereby instruct Findextry to close any open Business Transactions (b) you will continue to be bound by this Client Agreement and the other Terms of Service until all such Business Transactions have closed on the Site; (c) Findextry will continue to perform those Site Services necessary to complete any open Business Transaction between you a Service Pro; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Business Transactions, whichever is later, to Findextry for any Site Services or such other amounts owed under the Terms of Service and to any Service Pros for any Service Pro Services.

Without limiting Findextry’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Client Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Service Pros, or Findextry; may be contrary to the interests of the Site or the community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Client Account is temporarily or permanently closed, you may not use the Site under the same Client Account or a different Client Account or re-register under a new Client Account without Findextry’s prior written consent. If you attempt to use the Site under a different Client Account, we reserve the right to reclaim available funds in that Client Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Client Account status to all Service Pros , including both yourself and Service Pros who have entered into Business Transactions with you. You therefore agree as follows: IF FINDEXTRY DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, FINDEXTRY HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY SERVICE PROS THAT HAVE ENTERED INTO BUSINESS TRANSACTIONS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE SERVICE PROS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT FINDEXTRY WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY SERVICE PRO REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

12.2 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Client Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Client Account may involve deletion of any content stored in your Client Account for which Findextry will have no liability whatsoever.

12.3 SURVIVAL

After this Client Agreement terminates, the terms of this Client Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Client Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Client 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 Findextry from any obligations incurred prior to termination of this Client Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

13. DISPUTES BETWEEN YOU AND FINDEXTRY

Section 13 discusses your agreement with Findextry and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.

13.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE

If a dispute arises between you and Findextry our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 13.4.4 below, you and Findextry, agree to resolve any claim, dispute, or controversy that arises out of or relates to this Client Agreement, the other Terms of Service, your relationship with Findextry, the termination of your relationship with Findextry, or the Site Services in accordance with this Section 12.

Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this  Client Agreement, the Site, Site Services, the Terms of Service, any Business Transaction, agreements, any payments or monies you claim are due to you from Findextry or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination 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, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Findextry or the termination of that relationship.

Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.

13.2 CHOICE OF LAW

The Site Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of New Jersey, however, that any Claims made by any Client will be governed by the law of the state in which such Client resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

13.3 INFORMAL DISPUTE RESOLUTION

Before serving a demand for arbitration of a Claim, you and Findextry agree to first notify each other of the Claim. You agree to notify Findextry of the Claim at 2933 Vauxhall Road Suite 7 #1078 Vauxhall, NJ  07088 or by email to [email protected], and Findextry agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Findextry then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Findextry, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Findextry will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

13.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER

This Arbitration Provision applies to all Clients.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Findextry, agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

13.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Findextry ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Client Agreement, and the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

13.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Client Agreement, or any other part of the Terms of Service is void or voidable.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 13.4.3, below, of this Arbitration Provision is deemed to be unenforceable, you and Findextry agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

13.4.3. CLASS AND COLLECTIVE WAIVER

Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Findextry agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Findextry agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Findextry may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

13.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION

You may opt out of the Arbitration Provision contained in this Section 13 by notifying Findextry in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Findextry at 2933 Vauxhall Road Suite 7 #1078 Vauxhall, NJ  07088 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to [email protected]. Opting out of this Arbitration Provision will not affect any other terms of this Client Agreement.

If you do not opt out as provided in this Section 13.4.4, continuing your relationship with Findextry constitutes mutual acceptance of the terms of this Arbitration Provision by you and Findextry. You have the right to consult with counsel of your choice concerning this Client Agreement and the Arbitration Provision.

13.4.5. Enforcement of this Arbitration Provision.

This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 13.4.3, above, is deemed to be unenforceable, you and Findextry agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

14. GENERAL

Section 14 discusses additional terms of the agreement between you and Findextry, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.

14.1 ENTIRE AGREEMENT

This Client Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Findextry relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Findextry drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Findextry because of the authorship of any provision of the Terms of Service.

14.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon Findextry unless they are agreed in a written instrument signed by a duly authorized representative of Findextry or posted on the Site by Findextry. Email will not constitute a written instrument as contemplated by this Section 14.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Client Agreement.

14.3 ASSIGNABILITY

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Findextry’s prior written consent in the form of a written instrument signed by a duly authorized representative of Findextry. Findextry may freely assign this Client Agreement and the other Terms of Service without Client’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

14.4 SEVERABILITY; INTERPRETATION

If and to the extent any provision of this Client Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

14.5 FORCE MAJEURE

The parties to this Client Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

14.6 PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.

14.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES

Findextry makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

15. DEFINITIONS

Section 15 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.

Capitalized terms not defined below or above have the meanings described in the Site Terms of Service.

“Client” means any authorized User utilizing the Site or Site Services, to seek and/or obtain Service Pro Services.

“Service Pro” means any authorized User utilizing the Site or Site Services, Any Hire Services, to advertise or provide Service Pro Services to Clients. A Service Pro is a customer of Findextry with respect to use of the Site and Site Services.

“Service Pro Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Service Pro, multiplied by the hourly rate charged by Service Pro); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Service Pro.

“Service Pro Services” means all services performed for or delivered to Clients by Service Pros.

The term “including” as used herein means including without limitation.

“Payment Method” means a valid credit card issued by a bank acceptable to Findextry, a bank account linked to your Account, a debit card, or such other method of payment as Findextry may accept from time to time in our sole discretion.

“Business Transaction” means, as applicable, the contractual provisions between a Client and a Service Pro governing the Service Pro Services to be performed by a Service Pro for Client for a Project or Task.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Findextry, including such content or information that is posted as a result of questions.

Effective Date: 01/01/2021

Findextry’s mission is to create economic opportunities for members of our community.  Key to our mission is that these opportunities should be equally available to all qualified talent, regardless of background, nationality, race, ethnicity, sex, religion, gender, gender identity, sexual orientation, actual or perceived disability status, veteran status, marital status, or other similarly protected characteristics. Findextry’s goal is for members of our community to feel welcome on the Site. A condition of using the Site is your agreement not to engage in any unlawful discrimination or harassing conduct. Such conduct is not permitted on Findextry by any member of our community. Findextry does not require Clients or Service Pros to violate local laws or take actions that may subject them to legal liability. Findextry will take actions to enforce this policy. Clients or Service Pros engaging in this activity are subject to Account closure. Please bring any reports of discrimination or harassment to our attention at [email protected].

Effective Date: 01/01/2021

These Findextry Site Terms of Service (“Site Terms of Service”) apply to the Findextry website located at www.findextry.com, and owned and operated by Findextry LLC (“Findextry”, “we”, or “us”) (collectively, the “Site”). These Site Terms of Service describe the conditions under which users of the Site, whether registered (“Users (Clients and Service Pros)”) or unregistered (“Site Visitors”) (collectively and individually, “you”), are allowed to access or use the Site. Please read these Site Terms of Service carefully before visiting our Site. BY USING THE SITE, YOU AGREE TO THESE TERMS OF SERVICE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

1. LICENSES AND THIRD-PARTY CONTENT

1.1 FINDEXTRY’S PROVISION OF THE SITE AND LIMITED SITE LICENSE

We give you a limited license to use the Site.

Findextry grants you a limited license to access the Site and Site Services (collectively, the “Services”). This license is subject to and conditioned on compliance with the Site Terms of Service and, to the extent applicable, the rest of the Terms of Service.

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Services completely or stop providing certain features without notice.

1.2 TERMINATION OF THE LIMITED SITE LICENSE

We can stop letting you use the Site.

Findextry may terminate any license it has granted to any Site Visitor or User to access the Services by providing notice, and the termination of such license shall be effective immediately upon Findextry providing such notice.

1.3 FINDEXTRY'S INTELLECTUAL PROPERTY

Even though we let you use the Site, we still retain all our rights.

Findextry and our licensors retain all intellectual property rights in the Services. The Findextry name is a trademark of Findextry LLC and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols used in connection with the Services may be the trademarks of their respective owners.

Nothing in the Terms of Service grants you a right to use any Findextry trademarks.

1.4 YOUR INTELLECTUAL PROPERTY

1.4.1 YOUR OBLIGATIONS AND YOUR INDEMNIFICATION OF FINDEXTRY

You are responsible for your use of the Site and anything you post on the Site. If someone makes a claim against Findextry because of anything you put on the Site, you agree to pay Findextry for our fees and expenses and to indemnify Findextry LLC.

When you post User Content on or through the Site or provide Findextry with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you agree to only post or provide User content that does not violate the law or anyone’s rights (including intellectual property rights). You also represent that you have the right, power, and authority to grant the licenses specified below.

You acknowledge and agree that the poster of User Content, and not Findextry, is responsible for any User Content including any harms caused to anyone by such User Content.

You will indemnify, defend, and hold harmless Findextry, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, actions, suits, proceedings, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) relating to or arising out of any User Content you post.

1.4.2 YOUR RIGHTS AND LICENSE TO FINDEXTRY AND OTHER SITE VISITORS

By posting content on the Site, you give others some rights to that content.

You retain all ownership rights in any User Content you post on Findextry. You also grant to Findextry and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content for use in connection with the Site and Findextry’s businesses. You also hereby grant each User and each Site Visitor a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, and display such User Content as permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service and applicable law.

We have the right, without compensation to you or others, to serve ads near your content and information. Subject to choices you make within your Findextry Profile, we may also mention your use of a feature of the Services, along with your name or photo to promote that feature.

1.4.3 YOUR COMMENTS AND IDEAS

When you can and what happens if you send your ideas to Findextry.

You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any obligation of compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Findextry does not waive any rights to use similar or related ideas, including those known or developed by Findextry or obtained from sources other than you.

1.5 THIRD-PARTY INTELLECTUAL PROPERTY

Third parties, including other Users, are responsible for anything posted or linked on the Site.

Any information or content expressed or made available by a third party is that of the respective author(s) or distributor(s) and not of Findextry. Findextry neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Findextry’s authorized agents acting in their official capacities.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application, and you use the links and third-party websites on an “as is” and “as available” basis at your own risk without any warranty from Findextry for any purpose.

1.6 COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE

If you think content on the Site infringes your rights, submit your takedown request through our Proprietary Rights Infringement Reporting Procedures.

Findextry is committed to complying with U.S. copyright and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site to store or disseminate any material or content in any manner that constitutes an infringement of third-party intellectual property rights, including rights granted by U.S. copyright law.

If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the Site, you may take advantage of certain provisions of the Digital Millennium Copyright Act by contacting and report to us at [email protected].

2. PERMITTED SITE USES

You may use the Services for business purposes only.

Findextry offers the Services for your business purposes only and not for personal, household, or consumer use. Findextry makes the Services available for Users to find one another, enter into service relationships, make and receive payments, and receive and provide professional services. In addition, certain Visitor Site Services may be used to provide and obtain general information that we believe may be of interest to Site Visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to informational materials posted on the Site and in no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.

3. PROHIBITED SITE USES

Certain uses of the Services are not allowed.

You may not use, or encourage, promote, facilitate, instruct, induce, or otherwise influence or cause others: (1) to use the Services for any activities that violate applicable law or for any other fraudulent or harmful purpose or (2) to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.

3.1 EXAMPLES OF PROHIBITED USES OF THE SITE

The following are examples of uses that are prohibited on or when using the Services:

• Seeking, offering, promoting, supporting, or endorsing services, content, or activities that:
  • are defamatory, illegal, violent, profane, vulgar, threatening, unlawfully discriminatory, pornographic, obscene, sexually explicit in nature, or involve or relate to child exploitation of any kind;
  • would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
  • would violate Findextry’s Terms of Service, the terms of service of another website, or any similar contractual obligations;
  • violates academic or professional policies or standards, including activities that involve passing off academic or professional work of another as one’s own, such as academic ghostwriting or taking academic or professional tests or certifications on another’s behalf;
  • concern the creation, purchase, and/or publication of a review for a third-party website;
  • concern the creation, publication, or distribution of “fake news”, “hoax news”, misinformation, Deep Fake content or similar content, which in Findextry’s determination is intended to mislead recipients for personal, financial, political or other gain or advantage;
  • concern or promote in any way any escort services, prostitution, or sexual acts; or
  • is violent or harassing toward another person or endorses or encourages violence or harassment towards others, in each case in Findextry’s determination, including based on the individual’s or group’s inclusion in a protected class as defined by applicable law.
• Fraudulent or misleading uses or content, including:
  • attempting to or fraudulently billing any Client, including by (i) falsifying or manipulating the hours, keystrokes, or mouse clicks recorded in the Findextry Site, (ii) reporting, recording, or otherwise billing Clients for time that was not actually worked, or (iii) on an hourly contract, reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
  • misrepresenting your experience, skills, professional credentials or license, information or identity, including by representing a portion or all of another person’s profile, credentials or license as your own;
    • using a profile photo that is not you, misrepresents your identity or represents you as someone else;
    • falsely stating or misrepresenting your affiliation or relationship with a person or entity or impersonating any person or entity, including but not limited to an Findextry representative or forum leader;
    • falsely stating or implying a relationship with another User, including an Agency continuing to use a Service Pro’s profile or information after the Service Pro no longer works with the Agency;
    • falsely attributing statements to any Findextry representative, forum leader, guide or host;
    • allowing another person to use your account, which is misleading to other Users; or
    • falsely stating that one Service Pro will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Service Pro that is unable, unwilling, or unavailable to do the work.
• Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
• Inciting or encouraging violence;
• Posting identifying information concerning another person;
• Spamming other Users with proposals or invitations, including by making unsolicited contact of Users off the Findextry platform, or by posting the same job multiple times so that more than one version remains active at a given time;
• Making or demanding bribes or demanding other payments without the intention of or without actually providing services in exchange for the payment;
• Requesting or demanding free services, including requesting Service Pros to provide services as part of the proposal process for very little or no money or posting contests in which Service Pros provide services with no or very little pay, and only the winning submission is paid the full amount;
• Requesting a fee before allowing a User to submit a proposal;
• Attempting to or actually manipulating or misusing the feedback system, including by:
  • withholding payment or work product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;
  • attempting to coerce another User by threatening to give negative feedback;
  • expressing views unrelated to the work in the feedback system, such as political, religious, or social commentary;
  • providing anything of value to any person (including to a third party who provides assistance in obtaining feedback) or using any service of any type in order to obtain feedback; or
  • offering services for the sole purpose of improving your feedback or rating score, which is also called feedback building.
• Duplicating or sharing accounts;
• Selling, trading, or giving an account to another person without Findextry’s consent;
• Sharing or soliciting Means of Direct Contact with or from another User either directly through messages or by including Means of Direct Contact in a job post, profile, proposal or other User Content prior to entering into a Service Contract with such User, except as expressly allowed for Enterprise Clients;
• Directly or indirectly advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on Findextry to recruit Service Pros and/or Clients to join an Agency or another website or company;
• Interfering or attempting to interfere with the proper operation of the Services or any activities conducted on the Site, including by:
  • overriding any security feature or bypassing or circumventing any access controls or use limits of the Services;
  • attempting to or actually interfering with or compromising the system integrity or security of the systems running the Site, or attempting to or deciphering any transmissions to or from the systems running the Site;
  • using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
  • copying, using, disclosing or distributing any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of Findextry;
  • collecting or harvesting any personally identifiable information from the Site, including Account names;
  • attempting to or imposing an unreasonable or disproportionately large load (as determined by Findextry) on the Site’s infrastructure;
  • introducing any Malware or any other harmful or malicious code on the Site or in relation to the Services;
  • attempting to or accessing the Services by any means or technology other than the interface provided by us; or
  • framing or linking to the Services except as permitted in writing by Findextry.
• Conduct or actions that could jeopardize the integrity of or circumvent the Services or Findextry’s proprietary information, including:
  • attempting to or actually reverse engineering, decompiling, disassembling, deciphering or otherwise attempting to derive the source code for the Services or any related technology that is not open source unless expressly permitted by Findextry; or
  • accessing or using the Services to build a similar service or application, identify or solicit Findextry Users, or publish any performance or benchmark test or analysis relating to the Site.

3.2 ENFORCEMENT AND TERMINATION

We reserve the right to investigate any potential violation of this Section 3 or any other potential violation of these Site Terms of Service and to remove, disable access to, or modify any content on the Site. We do not guarantee we will take action against all breaches of the Terms of Service, and our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

We may terminate your use of the Site at any time, which will mean you lose the right to access or use the Services. Our rights to use and disclose your feedback, our and Users’ and Visitors’ rights to further re-share content you shared through the Services, and Section 3 of these Site Terms of Service shall survive any such termination, subject to applicable law.

3.3 REPORTING AND CORRECTING VIOLATIONS

If you become aware of any violation of these Site Terms of Service, please report it to Support Services via email [email protected].  You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Site Terms of Service.

4. DEFINITIONS

Provides some definitions of capitalized terms that appear in the Site Terms of Service. Other capitalized terms are defined above or in the User Agreement, which you can tell because the term is put in quotation marks and bold font. Capitalized terms not defined below or earlier in this document have the meanings described in the Terms of Service.

“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Findextry.

“Client” means any authorized User utilizing the Site to seek and/or obtain Service Pro Services from another User.

“Deep Fake” means media that is altered in order to replace a person in an existing image or video with someone else’s likeness in a realistic manner without permission or authorization of the person whose likeness is used.

“Service Pro” means any authorized User utilizing the Site to advertise and/or provide Service Pro Services to Clients, including Service Pro Accounts that are Agency Accounts or Agency Members. A Service Pro is a customer of Findextry with respect to use of the Site and Site Services.

“Service Pro Services” means any services provided by Service Pros.

“Means of Direct Contact” has the meaning set forth in Section 7 of the User Agreement.

“Public Site Services” means, collectively, all services, applications and products that are accessible by any Site Visitor who has not become a User through the Site.

“Site Services” means, collectively, all services (except the Service Pro Services defined above), applications and products that are accessible through the Site, including the Public Site Services.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or User post to any part of the Site or provide to Findextry, including such information that is posted as a result of questions.

 

Effective Date: 01/01/2021

PLEASE READ THIS SERVICE PRO AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE" CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

This Service Pro Agreement (this “Agreement”) is a contract between you (“you” or “Service Pro”) and Findextry LLC (“Findextry,” “we,” or “us). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a Service Pro of our website located at www.findextry.com.  Subject to the conditions set forth herein, Findextry may, in its sole discretion, amend this Agreement at any time by posting a revised version on the Site.  Findextry will provide reasonable advance notice of any amendment by posting the updated Service Pro Agreement on the Site, providing notice on the Site, and/or sending you notice by email. Findextry will provide at least 60 days’ advance notice of the change. Any revisions to the Service Pro Agreement will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE SERVICE PRO AGREEMENT, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE SERVICE PRO AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE SERVICE PRO AGREEMENT AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE SERVICE PRO AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

1. FINDEXTRY SERVICE PRO ACCOUNTS

Section 1 discusses what you must agree to before using the Site or Site Services as a Service Pro, as detailed below.

1.1 REGISTRATION AND ACCEPTANCE

By registering for a Service Pro account to use the Site or Site Services (a “Service Pro Account”), by using the Site or Site Services after the Effective Date if you had a Service Pro Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Service Pro Agreement.

To access and use certain portions of the Site and the Site Services, you must register for a Service Pro Account. Subject to the Site Terms of Service, certain portions of the Site are available to Site Visitors, including those portions before your Service Pro Account registration is accepted. Findextry reserves the right to decline a registration to join Findextry or to add a Service Pro Account, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create a Service Pro Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is important to Findextry and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.  Registering for a Service Pro Account is a privilege, and you agree not to have or register for more than one Service Pro Account without express written permission from us. We reserve the right to revoke the privileges of the Service Pro Account or access to or use of the Site or Site Services, and those of any and all linked Service Pro Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Service Pro Account, adding any illegal, offensive or pornographic material to the Site, fail to comply with the Findextry Payment Policy, engage in any unfair pricing or services, and the inability to maintain a rating of 3.0 and higher.

1.2 ACCOUNT ELIGIBILITY

Findextry offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for a Service Pro Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Service Pro Services; (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts; and (e) you acknowledge and agree that you (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity) is solely responsible, and assumes all liability, for any damages to person or property when delivering services for Service Pros obtained from the Site.

1.3 ACCOUNT PROFILE

To register for a Service Pro Account to join the Site, you must complete a Profile (“My Profile”), which you consent to be shown to other Service Pros and to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

1.4 ACCOUNT PERMISSIONS

You agree not to request or allow another person to create a Service Pro Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create a Service Pro Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User’s acts and omissions, including for obligations and liabilities relating service delivery to Service Pros and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, Findextry may close any or all related Accounts.

1.5 IDENTITY VERIFICATION FOR PAYOUTS

When you register for a Service Pro Account you will do a criminal background check and sex offender check along with a detailed vetting process.  When you go through the vetting process, you will need to sign up with Stripe Inc to receive payouts from Clients, as per the Findextry Payment Policy.  Stripe Inc in some instances ask for  more official government or legal documents to confirm your identity, or if you are registering as a business; one or more official government or legal documents that confirm your business identity.  When requested, you must timely provide this information about yourself and your business.  During the verification process your Service Pro Account features may be temporarily limited. When a verification is successfully completed and your Findextry vetting process is complete your Service Pro Account will be activated, and you will be able to use all features.

1.6 USERNAMES AND PASSWORDS

Each person who uses the Site must register for their own Service Pro Account. When you register for a Service Pro Account, you will be asked to choose a username and password for the Service Pro Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Service Pro Account. You authorize Findextry to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Service Pro Account or any unauthorized access to the password for any Service Pro Account. You further agree not to use the Service Pro Account or log in with the username and password of another Service Pro of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

2. PURPOSE OF FINDEXTRY

Section 2 discusses what Findextry does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find a Job, as detailed below.

The Site is a marketplace where Clients and Service Pros can connect with each other, buy, and sell Service Pro Services online. Subject to the Terms of Service, Findextry provides the Site Services to Users (Clients and Service Pros), including hosting and maintaining the Site, facilitating the payment of services, and assisting Users (Clients and Service Pros) in resolving disputes which may arise in connection with services being delivered.

2.1 RELATIONSHIP WITH FINDEXTRY

Findextry merely makes the Site and Site Services available to enable Clients and Service Pros to find and transact directly with each other. Findextry does not introduce Clients to Service Pros, select Jobs for Service Pros, or select Service Pros for Clients. Through the Site and Site Services, Service Pros may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Service Pros that may offer the services they seek; at all times, however, Users (Clients and Service Pros) are responsible for evaluating and determining the suitability of any Job, Client or Service Pro on their own. If Users (Clients and Service Pros) decide to enter into a Business Transaction with each other, the Business Transaction is directly between the Client and Service Pro and Findextry is not a party to that Business Transaction.

You acknowledge, agree, and understand that Findextry is not a party to the relationship or any dealings between Clients and Service Pros. Without limitation, Service Pros are solely responsible for: (a) ensuring the accuracy and legality of any Content; (b) providing fair pricing and estimates to Clients; (c) negotiating, agreeing to, and executing any terms or conditions of all Business Transaction; (d) performing services as Service Pros. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Business Transaction.  Findextry does not make any representations about or guarantee the truth or accuracy of any Client’s postings or Content on the Site. Findextry makes no representations about and does not guarantee, and you agree not to hold Findextry responsible for, the ability of Clients to pay for Service Pro services.

You also acknowledge, agree, and understand that Findextry is not responsible nor liable for the damage, theft or injury to any Client’s or Service Pro’s property, person or pet, unless what’s specified in the Terms of Service, including this Agreement. 

You further acknowledge, agree, and understand that: (i) you are not an employee of Findextry, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Findextry will not have any liability or obligations, including under or related to Business Transactions for any acts or omissions by you or other Service Pro; (iii) Service Pros will be paid at such times and amounts as agreed with a Client in a given Business Transaction, and Findextry does not, in any way, provide or guarantee Service Pros a regular salary or any minimum, regular payment; (vi) Findextry does not provide Service Pros with training or any equipment, labor, tools, or materials related to any Business Transaction; (vii) Findextry does not provide the premises at which Service Pros will perform the work; (viii) unless otherwise agreed with their Service Pro, Service Pros may use subcontractors or employees to perform Service Pro services by delegating work on fixed-price contracts or by agreeing with their Client to have hourly contracts for Service Pro’s subcontractor(s) or employee(s); and (ix) Findextry does not provide shipping services for any physical Work Product. If a Service Pros uses subcontractors or employees, Service Pros further agrees and acknowledges that this Section applies to Findextry’s relationship, if any, with Service Pro’s subcontractors and employees as well and Service Pro is solely responsible for Service Pro’s subcontractors and employees.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any Service Pro from engaging in any other business activities or providing any services through any other channels they choose. Service Pros are free at all times to engage in such other business activities and services and are encouraged to do so.

2.2 TAXES AND BENEFITS

Service Pro acknowledges and agrees that Service Pro is solely responsible (a) for all tax liability associated with payments received from Clients and through Findextry, and that Findextry will not withhold any taxes from payments to Service Pro; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Service Pro is not covered by or eligible for any insurance from Findextry; (c) for determining whether Service Pro is required by applicable law to issue any particular invoices for the Service Pro Fees and for issuing any invoices so required; (d) for determining whether Service Pro is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Service Pro Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate.

3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENTS AND SERVICE PROFESSIONALS

Section 3 discusses the relationship you may decide to enter into with a Client, including Business Transactions, as detailed below.

3.1 BUSINESS TRANSACTIONS

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

With respect to any Business Transaction, Client and Service Pros 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 Findextry’s rights and obligations under the Terms of Service, including this Service Pro Agreement.

3.2 DISPUTES AMONG SERVICE PROS AND SERVICE PROS

For disputes arising between Clients and Service Pros, you agree to abide by the dispute process that is explained in Section 13 that apply to your particular Business Transaction. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Findextry will not and is not obligated to provide any dispute assistance beyond what is described in Section 13.

If Service Pro intends to obtain an order from any arbitrator or any court that might direct Findextry to take or refrain from taking any action, then Service Pro will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Findextry, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Findextry, Findextry be paid for the reasonable value of the services to be rendered pursuant to such order.

4. FINDEXTRY FEES

Section 4 describes what fees you agree to pay to Findextry in exchange for Findextry providing the Site and Site Services to you, as detailed below.

4.1 FEES FOR SERVICE PROS AND THIRD PARTY PAYMENT PROCESSING SERVICE

Third Party Payment Processing Service.  As set forth in the Service Fee Agreement Findexty partners with Stripe Inc for Secure Payment Processing Services.  

Service Fees. As set forth in the Service Fee Agreement, Service Pros will pay Findextry a service fee for the use of the Site Services, including the communication, maintenance, marketing, dispute resolution and payment services, including facilitating arbitration services and third party Secure Payment Processing Services, as described in the applicable Service Fee Agreement.  The Service Fees (to use the Site Services) are paid solely by Service Pros. When a Client pays a Service Pro for a Job, Findextry’s partner, Stripe Inc, will credit the Service Pro’s Bank Account or Debit Card for an amount paid by the Service Pro, less the Findextry Service Fee and Stripe Payment Processing Fee. Service Pro hereby irrevocably authorizes and instructs Findextry’s partner, Stripe Inc, to deduct the Findextry Service Fee and Stripe Payment Processing Fee from the Client’s payment amount.

4.2 NO FEE FOR INTRODUCING OR FOR FINDING JOBS

Findextry merely makes the Site and Site Services available to enable Service Pros to do so themselves and may from time to time highlight Jobs that may be of interest. Therefore, Findextry does not charge a fee when a Client finds a suitable Service Pro or when a Service Pro finds a Job. In addition, Findextry does not charge any fee for posting public feedback and composite or compiled feedback, including information.

5. PAYOUT TERMS AND SERVICES

Section 5 discusses your agreement to accept your Service Pro Fees (payouts) via the Site, and non-payment, as detailed below.

Findextry does not guarantee that Clients are able to pay or will pay Service Pro Fees and Findextry is not liable for Service Pro Fees if Client is in default. Service Pros may use the dispute process as described Section 13 below in order to recover funds from Clients in the event of a default or may pursue such other remedies against Clients as Service Pro chooses. If Findextry recovers funds from a Service Pro in default pursuant to this Section 6.4, Findextry will disburse any portion attributable to Service Pro Fees to the applicable Service Pro to the extent not already paid by Client.

5.1 PAYOUT METHODS

In order to use certain Site Services, Service Pro must provide and maintain account information for at least one valid Debit Card or Bank Account to receive Service Pro Fee (payouts).

To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payouts and manage your banking information. By providing your banking information through the third-party vendor and authorizing payouts as such, Service Pro represents, warrants, and covenants that: (a) Service Pro is legally authorized to provide such information; (b) Service Pro is legally authorized to receive payouts using the banking information; (c) if Service Pro is an employee or agent of a company or person that owns the banking information, that Service Pro is authorized by the company or person to use the banking information to receive payouts on Findextry; and (d) such actions do not violate the terms and conditions applicable to Service Pro’s use of such banking information or applicable law.

Findextry is not liable to any Service Pro if Stripe Inc does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to credit an account associated with such banking information. Findextry will make commercially reasonable efforts to work with any such affected Service Pro to resolve such transactions in a manner consistent with this Service Pro Agreement.

6. NON-CIRCUMVENTION

Section 6 discusses your agreement to receive payouts only through Findextry for Service Pro services, project or task hired for on the Site; violating this Section 6 is a serious breach and your Service Pro Account may be permanently suspended for violations, as detailed below.

6.1 RECEIVING PAYOUTS THROUGH FINDEXTRY

You acknowledge and agree that a substantial portion of the compensation Findextry receives for making the Site available to you is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with Clients when you identify a job or are identified by by a Client through the Site or Site Services. Findextry only receives the Service Fee when a Client and a Service Pro pay and receive payment through the Site. Therefore you agree to use the Site as your exclusive method to request and receive all payments for work directly or indirectly with a Client or arising out of your relationship with that Client and not to circumvent the payout process offered on the Site. 

You agree to notify Findextry immediately if a person suggests to you receiving payments other than through the Site in violation of this Section 6.1 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Findextry calling or emailing.

You acknowledge and agree that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Your Account may be permanently suspended.

6.2 COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS

You acknowledge and agree to use the communication services available on the Site to communicate with Clients prior to entering into a Business Transaction. You agree that prior to entering into a Business Transaction, you (a) will use Findextry as the sole manner to communicate with Clients; (b) will not provide your Means of Direct Contact (see below) to any Client you connect with on the Site; (c) will not use Means of Direct Contact to attempt to or to communicate with, solicit, contact, or find the contact information of a Client outside of Findextry; (d) will not ask for, provide, or attempt to identify through public means the contact information of Clients; and (e) you will not include any Means of Direct Contact (see below) or means by which your contact information could be discovered job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook Instagram or LinkedIn.

You acknowledge and agree that a violation of any provision of this Section 6.2 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 6.2.

7. RECORDS OF COMPLIANCE

Section 7 discusses your agreement to make and keep all required records, as detailed below.

Service Pros will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Findextry upon request. Nothing in this subsection requires or will be construed as requiring Findextry to supervise or monitor a Service Pro’s compliance with this Service Pro Agreement, the other Terms of Service, or a Business Transaction. You are solely responsible for creation, storage, and backup of your business records. This Service Pro Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Findextry’s part to store, backup, retain, or grant access to any information or data for any period.

8. WARRANTY DISCLAIMER

Section 8 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. FINDEXTRY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINDEXTRY DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST FINDEXTRY WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

9. LIMITATION OF LIABILITY

Section 9 discusses your agreement that Findextry usually will not have to pay you damages relating to your use of the Site and Site Services, as detailed below.

Findextry is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

·        your use of or your inability to use our Site or Site Services;

·        delays or disruptions in our Site or Site Services;

·        viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;

·        glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;

·        damage to your hardware device from the use of the Site or Site Services;

·        the content, actions, or inactions of third parties’ use of the Site or Site Services;

·        a suspension or other action taken with respect to your Client Account;

·        your reliance on the quality, accuracy, or reliability of Profiles, ratings, recommendations, and     feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and

·        your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL FINDEXTRY OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF FINDEXTRY, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY FINDEXTRY WITH RESPECT TO BUSINESS TRANSACTIONS ON WHICH USER WAS INVOLVED AS CLIENT OR SERVICE PRO DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

10. RELEASE

Section 10 discusses your agreement not to hold us responsible for any dispute you may have with a Client, as detailed below.

In addition to the recognition that Findextry is not a party to any Business Transaction between you and Clients, you hereby release Findextry, and our respective officers, directors, agents, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with a Client, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the jobs provided to Service Pro’s by a Client. Procedures regarding the handling of certain disputes between Clients and Service Pros are discussed in Section 13.

11. INDEMNIFICATION

Section 11 discusses your agreement to pay for any costs or losses we have because of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless Findextry, our respective directors, officers, employees and  representatives, for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c) any Business Transaction entered into by you or your agents, including, but not limited to, the classification of a Service Pro as an independent contractor or non-compliance with IR35 including for the failure to provide Findextry with a designation including accurate information on the applicability of IR35; the classification of Findextry as an employer or joint employer of Service Pro; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with the Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 11, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Client or Service Pro against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other Client or Service Pro.

12. AGREEMENT TERM AND TERMINATION

Section 12 discusses your and Findextry’s agreement about when and how long this Agreement will last, when and how either you or Findextry can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

12.1 TERMINATION

Unless both you and Findextry expressly agree otherwise in writing, either of us may terminate this Service Pro Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [email protected]. In the event you properly terminate this Service Pro Agreement, your right to use the Site and Site Services is automatically revoked, and your Service Pro Account will be closed. Findextry is not a party to any Business Transaction between Clients and Service Pros. Consequently, Service Pros understands and acknowledges that termination of this Service Pro Agreement (or attempt to terminate this Service Pro Agreement) does not terminate or otherwise impact any Business Transaction entered into between Clients and Service Pros. If you attempt to terminate this Service Pro Agreement while having one or more open Business Transactions (a) you hereby instruct Findextry to close any open Business Transactions (b) you will continue to be bound by this Service Pro Agreement and the other Terms of Service until all such Business Transactions have closed on the Site; (c) Findextry will continue to perform those Site Services necessary to complete any open Business Transaction between you a Client.

Without limiting Findextry’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Service Pro Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Clients, or Findextry; may be contrary to the interests of the Site or the community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Service Pro Account is temporarily or permanently closed, you may not use the Site under the same Service Pro Account or a different Service Pro Account or re-register under a new Service Pro Account without Findextry’s prior written consent. If you attempt to use the Site under a different Service Pro Account, we reserve the right to reclaim available funds in that Service Pro Account.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Service Pro Account status to all Clients , including both yourself and Clients who have entered into Business Transactions with you. You therefore agree as follows: IF FINDEXTRY DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, FINDEXTRY HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY CLIENTS THAT HAVE ENTERED INTO BUSINESS TRANSACTIONS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE CLIENTS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT FINDEXTRY WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY CLIENT REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

12.2 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Service Pro Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Service Pro Account may involve deletion of any content stored in your Service Pro Account for which Findextry will have no liability whatsoever.

12.3 SURVIVAL

After this Service Pro Agreement terminates, the terms of this Service Pro Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Service Pro Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Service Pro 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 Findextry from any obligations incurred prior to termination of this Service Pro Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

13. DISPUTES BETWEEN YOU AND FINDEXTRY

Section 13 discusses your agreement with Findextry and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.

13.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE

If a dispute arises between you and Findextry our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 13.4.4 below, you and Findextry, agree to resolve any claim, dispute, or controversy that arises out of or relates to this Client Agreement, the other Terms of Service, your relationship with Findextry, the termination of your relationship with Findextry, or the Site Services in accordance with this Section 12.

Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this  Client Agreement, the Site, Site Services, the Terms of Service, any Business Transaction, agreements, any payments or monies you claim are due to you from Findextry or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination 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, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Findextry or the termination of that relationship.

Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.

13.2 CHOICE OF LAW

The Site Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of New Jersey, however, that any Claims made by any Client will be governed by the law of the state in which such Client resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

13.3 INFORMAL DISPUTE RESOLUTION

Before serving a demand for arbitration of a Claim, you and Findextry agree to first notify each other of the Claim. You agree to notify Findextry of the Claim at 2933 Vauxhall Road Suite 7 #1078 Vauxhall, NJ  07088  or by email to [email protected], and Findextry agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Findextry then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Findextry, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Findextry will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

13.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER

This Arbitration Provision applies to all Service Pros.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Findextry, agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

13.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Findextry ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Client Agreement, and the Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

13.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Client Agreement, or any other part of the Terms of Service is void or voidable.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 13.4.3, below, of this Arbitration Provision is deemed to be unenforceable, you and Findextry agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

13.4.3. CLASS AND COLLECTIVE WAIVER

Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Findextry agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Findextry agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Findextry may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

13.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION

You may opt out of the Arbitration Provision contained in this Section 13 by notifying Findextry in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Findextry at 2933 Vauxhall Road Suite 7 #1078 Vauxhall, NJ  07088  that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to [email protected]. Opting out of this Arbitration Provision will not affect any other terms of this Client Agreement.

If you do not opt out as provided in this Section 13.4.4, continuing your relationship with Findextry constitutes mutual acceptance of the terms of this Arbitration Provision by you and Findextry. You have the right to consult with counsel of your choice concerning this Client Agreement and the Arbitration Provision.

13.4.5. Enforcement of this Arbitration Provision.

This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 13.4.3, above, is deemed to be unenforceable, you and Findextry agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

14. GENERAL

Section 14 discusses additional terms of the agreement between you and Findextry, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.

14.1 ENTIRE AGREEMENT

This Service Pro Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Findextry relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Findextry drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Findextry because of the authorship of any provision of the Terms of Service.

14.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon Findextry unless they are agreed in a written instrument signed by a duly authorized representative of Findextry or posted on the Site by Findextry. Email will not constitute a written instrument as contemplated by this Section 14.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Service Pro Agreement.

14.3 ASSIGNABILITY

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Findextry’s prior written consent in the form of a written instrument signed by a duly authorized representative of Findextry. Findextry may freely assign this Service Pro Agreement and the other Terms of Service without Service Pro’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

15.4 SEVERABILITY; INTERPRETATION

If and to the extent any provision of this Service Pro Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

14.5 FORCE MAJEURE

The parties to this Service Pro Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

14.6 PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.

14.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES

Findextry makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

15. DEFINITIONS

Section 15 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.

Capitalized terms not defined below or above have the meanings described in the Site Terms of Service.

“Client” means any authorized User utilizing the Site or Site Services, to seek and/or obtain Service Pro Services.

“Service Pro” means any authorized User utilizing the Site or Site Services, Any Hire Services, to advertise or provide Service Pro Services to Clients. A Service Pro is a customer of Findextry with respect to use of the Site and Site Services.

“Service Pro Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Service Pro, multiplied by the hourly rate charged by Service Pro); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Service Pro.

“Service Pro Services” means all services performed for or delivered to Clients by Service Pros.

The term “including” as used herein means including without limitation.

“Paymentout Method” means a valid debit card issued by a bank acceptable to Findextry, a bank account linked to your Account.

“Business Transaction” means, as applicable, the contractual provisions between a Client and a Service Pro governing the Service Pro Services to be performed by a Service Pro for Client for a Project or Task.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Findextry, including such content or information that is posted as a result of questions.