User’s Terms and Conditions
THIS USER’S TERMS AND CONDITIONS AGREEMENT (“T&C Agreement”) IS A CONTRACT BETWEEN USER AND CLEANOSAUR, LLC (“CLEANOSAUR”). READ THE TERMS AND CONDITIONS SET FORTH HEREIN CAREFULLY. IF THE USER DOES NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN OR IN ANY OTHER CLEANOSAUR POLICY OR AGREEMENT, DO NOT USE CLEANOSAUR PRODUCTS OR SERVICES.
THIS T&C AGREEMENT CONTAINS A BINDING MEDIATION AND ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES. BY USING CLEANOSAUR AND THE CLEANOSAUR APPLICATION (THE “CLEANOSAUR APP”), USER EXPRESSLY REPRESENTS THAT IT WILL NOT ENGAGE, ASSIST, OR ATTEMPT TO ENGAGE OR ASSIST IN THE REVERSE ENGINEERING OF ANY CLEANOSAUR PRODUCT AND/OR SERVICE, AS DEFINED HEREIN BELOW. USER HEREBY UNDERSTANDS AND AGREES THAT ENGAGING, ASSISTING OR ATTEMPTING TO ENGAGE OR ASSIST IN THE REVERSE ENGINEERING OF CLEANOSAUR PRODUCTS AND/OR SERVICES IS A DIRECT VIOLATION OF THIS AGREEMENT AND SHALL SUBJECT USER TO LIABILITY.
The term “User,” “you” or “your” refers to you, as well as the entity on whose behalf you are using the CLEANOSAUR Platform (as defined herein), if any. For purposes of clarity, the term “User” refers to both Clients and Professionals, as such terms are defined below. This T&C Agreement governs your use of the CLEANOSAUR website (the “Web Site”) and associated mobile application version (the “CLEANOSAUR App”) of CLEANOSAUR (collectively, the “CLEANOSAUR PLATFORM”) and is a binding contract. If you are unable to form a binding contract and/or are under the age of majority in your state, you are not permitted to use the Cleanosaur Platform. In consideration of the use of the CLEANOSAUR Platform you agree to the terms and conditions set forth herein, including any other agreements, policies, rules or guidelines incorporated into the T&C Agreement, and as amended from time to time.
Generally. The CLEANOSAUR Platform is intended to be used as a platform to connect those in need of certain products or services (“Clients”) to professionals (the “Professionals”) for cleaning, furniture delivery or assembly, home or office projects, painting, handyman services and related products and services for a Client’s personal or business needs (the “Professional Products and Services”). The CLEANOSAUR Platform provides the information, communication, ratings and reviews to allow Clients and Professionals to coordinate the Professional Products and Services, as well as the payments therefor, and to determine whether an agreement between the Client and Professional will meet each of their respective needs (collectively, the “CLEANOSAUR Services”). CLEANOSAUR grants Client and Professional a revocable (without notice or cause), world-wide, non-exclusive, non-transferable limited license for the use of and access to the CLEANOSAUR Platform for the sole purpose of the CLEANOSAUR Services. Except for this revocable limited license, CLEANOSAUR grants Users no express or implied rights or licenses in or to any patents, trademarks, copyrights or other intellectual or proprietary rights. In addition, Users hereby grant CLEANOSAUR a perpetual, irrevocable, royalty-free, non-exclusive right and license to copy, sub-license, alter, modify, publish, translate and create derivative works from and distribute any content that is either uploaded or submitted using the CLEANOSAUR Platform including the right to information on any profile, the right to reproduce the profile, name, likeness, image, photograph, feedback or suggestions all of which Users hereby warrant and represent are compliant with all applicable laws and regulations.
Professionals. CLEANOSAUR is not an employer of the Professionals nor does the ability to be a Professional constitute a joint venture or agent-principal relationship. In the event CLEANOSAUR conducts a background search on a Professional who participates as a Professional on the CLEANOSAUR Platform, such background check may not discover or reveal all necessary information regarding a Professional. Client assumes such risk and agrees to independently review information, investigate, interview and research a Professional before engaging them for a Professional Product or Service or revealing Client’s specific location. Client disclaims any reliance on any information received from CLEANOSAUR or obtained through the CLEANOSAUR Platform other than their own investigation of a Professional. Similarly, Professionals are responsible for investigating the location and Client for which the Professional Products and Services have been retained and determining independently as well the background of the Client, and in their sole discretion, determining whether to accept the request to provide or perform the Professional Products and Services. Professional disclaims any reliance on any information from CLEANOSAUR or obtained through the CLEANOSAUR Platform other than their own investigation of a Client. Users, Clients and Professionals are solely responsible for their own security and CLEANOSAUR makes no representations or warranties regarding the safety, identity or any other matter related to a User, Client, Professional or Professional Products and/or Services request and all Users disclaim reliance on the same.
Rating Professionals. The CLEANOSAUR Platform provides Clients or other Users the opportunity to rate and comment on a Professional and the Professional Products and Services provided by that Professional. CLEANOSAUR does not confirm or verify the accuracy of the ratings or comments provided by Clients or other Users. When commenting or rating a Professional or the Professional Products and Services, Users shall not violate the standards and policies of CLEANOSAUR, and whether a violation has occurred shall be subject to the sole discretion of CLEANOSAUR. In the event a comment or rating is found to violate the standards and policies of CLEANOSAUR, Clients and Users understand and agree that CLEANOSAUR shall have the right to amend or wholly delete such comment or rating.
Rating Users. The CLEANOSAUR Platform provides Professionals the opportunity to rate and comment on a Client and the Professional Products and Services requested by such User. CLEANOSAUR does not confirm or verify the accuracy of the ratings or comments provided by Professionals. When commenting or rating a Client or and the Professional’s perception of the nature of the requested Professional Products and Services, Professionals shall not violate the standards and policies of CLEANOSAUR, and whether a violation has occurred shall be subject to the sole discretion of CLEANOSAUR. In the event a comment or rating is found to violate the standards and policies of CLEANOSAUR, Professionals and Users understand and agree that CLEANOSAUR shall have the right to amend or wholly delete such comment or rating.
Using the Cleanosaur Platform. All Users must register through the Web Site or the CLEANOSAUR App. Any User who provides or enters information into the CLEANOSAUR Platform hereby represents and warrants that they had the authority to do so and that any and all information so provided or entered is true and correct.
CLEANOSAUR Conditions and Limitations of Use of CLEANOSAUR Platform:
Generally. CLEANOSAUR reserves the right to refuse use of or discontinue access to or use of the CLEANOSAUR Platform for any reason, which, in its sole discretion, does not comply with any CLEANOSAUR standards, policies or agreements.
Violations of CLEANOSAUR’S Standards and Practices. The following is a non-exhaustive list of examples of the type of conduct that violates CLEANOSAUR’S standards and policies:
• Violating any applicable law, rule, regulation, or order, whether it be derived from local, state, federal, or international law;
• Violating any CLEANOSAUR agreement, policy, rule or guideline;
• Disseminating, storing, posting, distributing or transmitting content that is illegal, false, slanderous, libelous, defamatory, obscene, abusive, incites violence, or that is otherwise offensive or actionable;
• Entering or providing the information of any other individual or entity without their consent;
• Engaging in fraudulent, defamatory, obscene or deceptive conduct;
• Inflicting or attempting to inflict harm upon a minor or other person;
• Obtaining, storing, distributing, posting, hosting, possessing, or transmitting child pornography or other unlawful materials;
• Conducting, participating in, facilitating, or conspiring to participate, conduct or facilitate, a pyramid or other illegal soliciting scheme;
• Engaging in conduct that invades the privacy of another (i.e. intercepting e-mails and/or redirecting e-mails sent by or to others; logging into another User’s or Professional’s account), harasses another, or otherwise infringes upon or violates the rights or another;
• Accessing, or attempting to access, the accounts or, computer systems of others:
• Without permission or right to do so;
• To spoof the URL, DNS or IP addresses of CLEANOSAUR or any other entity or person; or,
• To infiltrate the security and/or network of CLEANOSAUR;
• Collecting and/or storing the personal information of other customers or CLEANOSAUR website visitors;
• Transmitting uninvited solicitations or communications, data, spamming, or similar activities;
• Using the CLEANOSAUR Platform or CLEANOSAUR Services of to introduce or transmit viruses, torrents, Trojan horses, cancelbot, bomb, key, or other harmful codes on the internet;
• Engaging in conduct that is harmful to CLEANOSAUR, the CLEANOSAUR Services, CLEANOSAUR Platform, CLEANOSAUR brand, Professionals, Clients, or other Users;
• Inhibiting or interfering with the ability of any other person to use or enjoy their CLEANOSAUR Products and Services;
• Modifying any medium used to provide CLEANOSAUR Services, regardless of whether the medium is owned or leased by you, in order to commit theft of products or services, provide CLEANOSAUR’s Services to an unauthorized third party, or for any other reason;
• Violating CLEANOSAUR’S or a third party’s proprietary or intellectual property rights, including but not limited to, licenses, patents, copyrights, servicemarks, trade secrets and trademarks; and,
• Attempting sell or to reverse engineer any of CLEANOSAUR’s intellectual property rights including but not limited to its computer source code, mechanisms and functionality of any Product and/or Service; and,
• Attempting to engage in any of the activities or conduct set forth above.
Encryption. User agrees and acknowledges that information transmitted through the CLEANOSAUR Platform may not be encrypted. User further agrees that the methods of CLEANOSAUR in utilizing passwords and login information as security, are reasonable and are adequate methods to secure the User’s email address, contact information and personal information and such methods comport with the standards of the industry.
Compatible Mobile Devices, Hardware, Web Browsers and Third Party Carriers. The CLEANOSAUR App provides the User with the ability to book on compatible mobile devices. A device is not a compatible mobile device if it has been modified in a manner inconsistent with the guidelines promulgated by the manufacturer, which would include, but is not limited to phones that have disabled hardware or software controls (specifically including but not limited to a “jail broken” device). You hereby agree and acknowledge that using a device that is not compatible with the CLEANOSAUR Platform is a material breach of this T&C Agreement and grounds for termination of this Agreement, inclusive of the access to CLEANOSAUR Services and the CLEANOSAUR Platform. In addition, User understands and agrees that CLEANOSAUR does not warrant or otherwise represent that the CLEANOSAUR Platform will be compatible with your mobile device, web browser, hardware, software or any third party carrier or other services. User hereby accepts as its sole responsibility making the determination as to whether the CLEANOSAUR App, Web Site or any component of the CLEANOSAUR Platform is compatible with the User’s mobile device, equipment, hardware, software, carrier and any other feature or information required. Any use of the CLEANOSAUR App, Web Site or any other CLEANOSAUR Platform is subject to the fees assessed the Users’ carrier, service provider or any other party or service with which User has engaged to use any CLEANOSAUR Platform or to receive the CLEANOSAUR Services.
Software Updates. The software utilized and associated with the CLEANOSAUR Platform, including but not limited to the Web Site and CLEANOSAUR App, are part of the CLEANOSAUR Platform. In addition to various other purposes, the software is what allows the User to access and use the CLEANOSAUR Platform or CLEANOSAUR’s Services. Accordingly, by and through this Agreement, User and Professional hereby accept and agree to install all software updates as they become available to continue to use the CLEANOSAUR Platform.
User Names and Passwords. User and Professional agree that Usernames and Passwords (“Login Information”) are only secure if the User protects them and periodically changes them. Accordingly, User agrees and acknowledges that it is their responsibility to maintain the confidentiality of any Login Information obtained for the purpose of utilizing the CLEANOSAUR Platform, CLEANOSAUR Services and/or providing or receiving Professional Products and Services. Furthermore, in the event that the Login Information is known by any person other than the User, User hereby accepts the sole responsibility of changing the Login Information and notifying CLEANOSAUR of the potential breach. User understands that it is the sole authorized User of its account and hereby agrees and accepts full liability and responsibility for any and all activities that are derived from or related to User, User’s Login Information or account. CLEANOSAUR is not liable for the loss of confidentiality or any damage arising from the failure of such Login Information to remain confidential.
Backups and Archive. The CLEANOSAUR Platform allows the Client to review its purchased and scheduled Professional Products and Services, including such information as the payment basis and amount due, identity of the Professional, as well as additional order information (the “Professional Services Information”). User hereby agrees that CLEANOSAUR is not liable in the event that data, images and/or any other information is inaccurate, lost or becomes unavailable or inaccessible on or through any CLEANOSAUR Platform, including but not limited to the Web Site and CLEANOSAUR App. User hereby agrees that it will back up any and all information accessible through the CLEANOSAUR Platform for its own records and will require any individual or entity providing or receiving Professional Services or Professional Services Information through the CLEANOSAUR Platform to have their own independent backup or archive of the information stored through the CLEANOSAUR Platform. In addition, User understands and agrees that CLEANOSAUR limits the data available to any User to Professional Services and Professional Services Information created in the previous year. Accordingly, User understands and agrees that the maximum period for which Professional Services Information is available is one year and that such period is a reasonable amount of time to retain such records.
Errors in CLEANOSAUR Platform. Despite the extensive review process of CLEANOSAUR, User understands and agrees that CLEANOSAUR’s Platform and the CLEANOSAUR Services, including but not limited to the coding, Web Site and CLEANOSAUR App, may contain or experience one or more errors. CLEANOSAUR is not responsible for the accuracy or correctness of the coding or other information contained in the CLEANOSAUR Platform and User agrees to hold CLEANOSAUR harmless, including from its own negligence, from any liability that may arise from the loss of information, communications, receipts or documents, or any inaccurate or incorrect information provided or created through the CLEANOSAUR Services.
Warranties, Limitations of Liability, and Indemnification
Disclaimer of Warranties and Limitations of Liability. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE CLEANOSAUR SERVICES, PROVIDED BY CLEANOSAUR OR ITS AFFILIATES, ARE PROVIDED TO USERS ON AN “AS-IS” OR “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND AND WITH ALL FAULTS.
CLEANOSAUR AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE CLEANOSAUR SERVICES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, WORKMANLIKE EFFORT, COURSE OF DEALING OR TRADE, LACK OF NEGLIGENCE, ACCURACY, NON-INTERFERENCE, TITLE, COMPATABILITY OF SOFTWARE OR COMPUTER SYSTEMS, OR ANY WARRANTY ARISING UNDER STATUTE.
STATEMENTS, INFORMATION OR ADVICE PROVIDED BY A CLEANOSAUR REPRESENTATIVE TO YOU SHALL NOT CREATE A WARRANTY WITH RESPECT TO SUCH STATEMENT, INFORMATION OR ADVICE.
USER HEREBY ASSUMES THE RISK ARISING OUT OF THE USE, QUALITY, ACCURACY, EFFORT OR PERFORMANCE OF THE CLEANOSAUR PLATFORM, CLEANOSAUR’S SERVICES, PROFESSIONAL AND PROFESSIONAL PRODUCTS AND SERVICES. FURTHER, CLEANOSAUR DOES NOT WARRANT THE SECURITY OF ANY OF ITS SERVICES OR THE PLATFORM. NOR DOES CLEANOSAUR WARRANT THE SECURITY OF DOCUMENTS, PORTALS, INFORMATION, EMAILS, APPLICATIONS, HYPERLINKS, CONTENT, FEATURES, CODING OR SOFTWARE AS TO ANY OF THE CLEANOSAUR SERVICES. CLEANOSAUR DOES NOT WARRANT THAT THE DOCUMENTS, EMAILS, PORTALS, INFORMATION, HYPERLINKS, CONTENTS, CODING AND FEATURES OF THE CLEANOSAUR PLATFORM OR CLEANOSAUR SERVICES WILL BE FREE OF ERROR, INTERRUPTION, OR AVAILABLE AT ALL TIMES.
CLEANOSAUR SHALL NOT BE LIABLE TO ANY PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING FROM THE BUSINESS INTERRUPTION OR THE LOSS OF INFORMATION, ACCESS, SOFTWARE, OR PROGRAMS, OR ANY OTHER LOSS OR DAMAGES ALLEGED TO ARISE IN ANY WAY FROM OR IN CONNECTION WITH THE USE, RELIANCE, PERFORMANCE OR AVAILABILITY OF CLEANOSAUR’S SERVICES, THE CLEANOSAUR’S PLATFORM OR THE PROFESSIONAL SERVICES.
CLEANOSAUR SHALL NOT BE LIABLE FOR USER’S USE AND RELIANCE ON INFORMATION OR CONTENT AVAILABLE ON THE CLEANOSAUR WEB SITE, THROUGH CLEANOSAUR SERVICES, THROUGH THE CLEANOSAUR PLATFORM, OR FROM A PROFESSIONAL OR OTHER USER OR CLIENT, INCLUDING VIRUSES OR ANY OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES WHICH MAY HAVE BEEN OR WERE IN FACT OBTAINED VIA CLEANOSAUR’S WEBSITE, THROUGH CLEANOSAUR SERVICES OR THROUGH THE CLEANOSAUR PLATFORM.
CLEANOSAUR DOES NOT WARRANT, ASSUME LIABILITY, OR ASSUME RESPONSIBILITY AND SHALL HAVE NO LIABILITY FOR THE ACCURACY, USEFULNESS OR VALUE OF ANY CONTENT, DATA, DOCUMENTS, GRAPHICS OR IMAGES.
CLEANOSAUR SHALL NOT BE LIABLE FOR THE INVASION OF PRIVACY, ATTEMPTED OR ACTUAL, THROUGH OR FROM THE USE OF ANY OF THE CLEANOSAUR PLATFORM OR PROFESSIONAL SERVICES, EVEN IF CLEANOSAUR WAS NOTIFIED OF THE POTENTIAL OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION.
CLEANOSAUR SHALL HAVE NO LIABILITY FOR ANY INVESTMENT DECISIONS MADE OR AGREEMENTS ENTERED IN RELIANCE ON THE INFORMATION SET FORTH HEREIN OR IN ANY CLEANOSAUR AGREEMENT, ADVERTISEMENT, POLICY OR WEBSITE.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT CLEANOSAUR SHALL BE FOUND LIABLE TO ANY USER ON ANY LEGAL THEORY, CLEANOSAUR’S LIABILITY SHALL BE LIMITED TO THE TOTAL FEES PAID BY THE USER TO CLEANOSAUR DURING THE PRIOR CALENDAR YEAR. THE PARTIES TO THIS AGREEMENT AGREE THAT THE AMOUNT OF DAMAGES IN SUCH EVENT WOULD BE DIFFICULT TO QUANTIFY AND THE AMOUNT SET HEREIN IS REASONABLE. THE PARTIES FURTHER AGREE THAT THE CONTEMPLATED DAMAGES ARE NOT PENALTIES, BUT COMPENSATION. THE PARTIES ALSO AGREE THAT THIS IS USER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT CLEANOSAUR IS LIABLE TO USER UNDER ANY LEGAL THEORY. THIS LIMITATION OF DAMAGES IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE AGREEMENT BETWEEN THE USER AND CLEANOSAUR, AND WITHOUT THIS LIMITATION CLEANOSAUR WOULD BE UNABLE TO PROVIDE ITS PRODUCTS AND SERVICES.
Disclaimer of Quality. CLEANOSAUR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY, INCLUDING THE QUALITY, RELATED TO OR ARISING FROM, IN ANY MANNER, THE PROFESSIONAL PRODUCTS AND SERVICES, ANY PROFESSIONAL, MERCHANDISE AND THE PRODUCTS AND SERVICES SCHEDULED, MARKETED, REQUESTED, PURCHASED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CLEANOSAUR PLATFORM OR CLEANOSAUR SERVICES, AS WELL AS ANY OTHER ACT, OMISSION, PRODUCT OR SERVICE OF CLEANOSAUR.
No Reliance. CLEANOSAUR SHALL NOT BE LIABLE FOR YOUR USE AND RELIANCE ON INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THE CLEANOSAUR PLATFORM, CLEANOSAUR SERVICES OR A PROFESSIONAL. CLEANOSAUR SHALL HAVE NO LIABILITY FOR ANY INVESTMENT DECISIONS MADE OR AGREEMENTS ENTERED UPON RELIANCE ON THE INFORMATION SET FORTH HEREIN OR IN ANY CLEANOSAUR AGREEMENT, POLICY OR WEBSITE, CLEANOSAUR PLATFORM, OR BY A THIRD PARTY, A PROFESSIONAL, OR ANY OTHER PERSON.
Indemnification. USER AGREES TO DEFEND AND INDEMNIFY AND HOLD HARMLESS CLEANOSAUR AND CLEANOSAUR’S AFFILIATES, AGENTS, PARENTS, SUBSIDIARIES, MEMBERS, MANAGERS, EMPLOYEES, OFFICERS, AND DIRECTORS FROM AND AGAINST ALL LIABILITIES, CLAIMS, DEMANDS, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS, RELATED TO OR ARISING FROM OR RELATED TO THE FOLLOWING:
(A) USER’S DIRECT OR INDIRECT USE OF THE CLEANOSAUR PLATFORM OR CLEANOSAUR SERVICES (INDIRECT USE INCLUDES, BUT IS NOT LIMITED TO ANOTHER PERSON, WITH OR WITHOUT YOUR PERMISSION, ACCESSING OR USING YOUR ACCOUNTS, PROFESSIONAL SERVICES);
(B) ANY DATA FILES, INFORMATION OR CONTENT STORED OR SENT BY THE USER DIRECTLY OR INDIRECTLY USING CLEANOSAUR PRODUCTS AND/OR SERVICES;
(C) ANY BREACH OR OTHER VIOLATION OF ANY AGREEMENT, INCLUDING THE T&C AGREEMENT, BETWEEN USER AND CLEANOSAUR; AND,
(D) ANY PROFESSIONAL OR PROFESSIONAL PRODUCTS AND SERVICES.
Login Information Indemnification. USER ACKNOWLEDGES THAT IT MAY STORE INFORMATION, INCLUDING SENSITIVE AND CONFIDENTIAL INFORMATION, WITH THE CLEANOSAUR PLATFORM. ACCORDINGLY, USER AGREES TO INDEMNIFY AND HOLD CLEANOSAUR AND ITS AGENTS HARMLESS FOR ANY LOSS THAT MAY ARISE DUE TO THE LOSS, MISUSE OR THEFT OF INFORMATION AND/OR DOCUMENTS STORED WITHIN THE CLEANOSAUR PLATFORM OR A USER’S LOGIN INFORMATION, INCLUDING IF SUCH LOSS, MISUSE OR THEFT IS DUE TO CLEANOSAUR’S OWN NEGLIGENCE. USERS FURTHER AGREE TO INDEMNIFY AND HOLD CLEANOSAUR HARMLESS FOR ANY ERROR, OMISSION, CHANGE, OR DELETION TO SOURCE CODE OR THE WEBSITE’S CONTENT THAT MAY AFFECT AN CLEANOSAUR PRODUCT AND/OR SERVICE, INCLUDING FROM ACTS OF CLEANOSAUR’S OWN NEGLIGENCE.
Discontinuation of Business. USER HEREBY AGREES TO HOLD CLEANOSAUR HARMLESS FROM LOST PROFITS, CONSEQUENTIAL, DIRECT AND INDIRECT DAMAGES, AS WELL AS ANY OTHER LOSS OR DAMAGES THAT MAY ARISE OR RELATE TO CLEANOSAUR’S DISCONTINUATION OF BUSINESS OR DISCONTINUATION OF ANY OR ALL OF CLEANOSAUR’S SERVICES OR THE CLEANOSAUR PLATFORM.
No Professional Advice. USER UNDERSTANDS AND AGREES THAT CLEANOSAUR IS NOT ENGAGED IN RENDERING LEGAL, TAX, ACCOUNTING, INSURANCE, FINANCIAL OR PROFESSIONAL ADVICE BASED UPON ITS PROVISION OF ANY OF ITS SERVICES. IF SPECIFIC LEGAL, TAX, ACCOUNTING, FINANCIAL, THE CLEANING SERVICES OR OTHER SPECIALIZED OR EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. CLEANOSAUR MAKES NO REPRESENTATION THAT IT OR INSURANCE WILL ACHIEVE ANY RESULT.
Billing and Payments:
Payment for Professional Service. User shall pay the Professional by remitting payment to CLEANOSAUR in accordance with the quoted pricing (the “Professional Service Fee”). The Professional Service Fee varies depending upon the task for which the Professional Products and Services were requested and whether additional options or services have been requested. General information on pricing is available on the CLEANOSAUR Platform, but a specific price cannot be provided until a request for services is submitted through the CLEANOSAUR Platform. The Professional Service Fee is subject to change from time to time. Payment terms vary by request.
Refund Policy. In the event a User is not satisfied with the Professional Products and Services rendered, the User shall notify CLEANOSAUR within twenty-four (24) hours of the Professional Products or Services being rendered. If, after an investigation, CLEANOSAUR determines, in its sole discretion, that the Professional did not provide or perform the Professional Products or Services appropriately, the Professional Service Fee will be refunded in full within five (5) business days of the conclusion of the investigation by CLEANOSAUR.
Cancellations. Professional Products and Services can be cancelled without charge any time until four (4) hours prior to the scheduled Professional Services. If Professional Services are cancelled within four (4) hours prior to the scheduled Professional Services, a cancellation fee of $50.00 will be charged.
Copyrights and Intellectual Property:
Copyright. The Products and Services of CLEANOSAUR are protected by federal and state copyright law. Any and all title and interest to intellectual property rights in and the CLEANOSAUR Platform or CLEANOSAUR Services belong solely to CLEANOSAUR. This T&C Agreement does not grant any rights to use such content, other than according to the terms of this T&C Agreement and other CLEANOSAUR Agreements and Policies, or third party agreement. Reproducing or attempting to reproduce this content in any form other than for commercial use by the User is strictly prohibited. The CLEANOSAUR Platform or CLEANOSAUR Services are protected by copyright and are not to be used by User or any other person for any reason other than its authorized purpose. CLEANOSAUR does not authorize the publication of its content or any other person or entity’s content in or on any other media, publication, or website without express written consent.
Digital Millennium Copyright Act of1998. In the event the User or any other person believes that any of the Products and Services are in violation of their copyright, they may file a claim with CLEANOSAUR’s designated Copyright Agent, pursuant to the procedure set forth in 17 U.S.C. § 512(c)(3) by sending an email to email@example.com.
Responsibility for Material. User acknowledges and agrees that it is solely responsible for any and all material that is uploaded, posted, emailed, or otherwise distributed or transmitted or made available through the CLEANOSAUR Platform or CLEANOSAUR Services. CLEANOSAUR expressly disclaims any ownership of content or material that the User uploads, posts, emails, or otherwise distributes or transmits or makes available through the CLEANOSAUR Platform, or the CLEANOSAUR Services. All title and intellectual property rights, both in and to information and content accessible through the CLEANOSAUR Platform or CLEANOSAUR Services are the property of the respective owner and may be protected by copyright or other intellectual property laws. The User hereby agrees that it is its sole responsibility to acquire any and all appropriate authorizations and permissions to utilize the intellectual property of another through the Products and Services of CLEANOSAUR. The User, jointly and severally with any other person or entity (excluding CLEANOSAUR), further agrees to indemnify and hold harmless CLEANOSAUR for any and all claims that may arise due to the User’s use of infringing information, data, and/or documents through the CLEANOSAUR Platform or the CLEANOSAUR Products and Services, including liability arising due to negligence or strict liability.
Revocable Non-Exclusive License. In order for User to have the ability to access and use the CLEANOSAUR Platform and/or CLEANOSAUR Services, CLEANOSAUR has granted the User a limited, nontransferable, non-assignable, and non-exclusive license to certain content, applications, technology and software. Such items contain CLEANOSAUR’S proprietary and confidential information, such as trade secrets and intellectual property, which may not be shared or accessed without a license or in a manner that infringes upon the rights inherent in such property. The User agrees to comply with all terms and conditions set forth in any and all CLEANOSAUR Agreements and Policies and to obtain any additional software, hardware, applications, devices and upgrades that may be required or permitted to properly and/or fully utilize the CLEANOSAUR Services AND CLEANOSAUR Platform. By and through this T&C Agreement, the User also agrees to not engage in activities that infringe upon CLEANOSAUR’S intellectual property rights, which includes but is not limited to, activities such as reverse engineering, remarketing, and decomposing. The User also agrees that the CLEANOSAUR Platform and/or CLEANOSAUR Services are subject to the applicable export control laws and regulations of the United States. This limited revocable license, and all rights (but not obligations to avoid infringing upon CLEANOSAUR’s intellectual property rights) associated therewith and granted by this agreement are terminated upon the termination of this T&C Agreement.
Grant of Revocable License to Software, Applications, Web Portal, Control Panel. The CLEANOSAUR Platform and CLEANOSAUR Services are protected by copyright and other intellectual property laws. Neither the CLEANOSAUR Platform nor the CLEANOSAUR Services may be used for any purpose other than its authorized use as provided in this T&C Agreement or any other agreement between the User and CLEANOSAUR. User hereby acknowledges and agrees that its use of any the CLEANOSAUR Platform or CLEANOSAUR Services over any period of time gives the User no rights other than those rights granted by this revocable, non-transferrable license. User will relinquish any and all licenses acquired from CLEANOSAUR related to any the CLEANOSAUR Platform and/or CLEANOSAUR Services, upon termination of this T&C Agreement and/or the license granted herein. In the event the license is terminated, User must notify all relevant persons of such termination and prior to such termination, of the need to ensure that any of the intellectual property of CLEANOSAUR or an affiliate of CLEANOSAUR in its possession is deleted or returned to CLEANOSAUR such that such person or entity no longer has possession of such intellectual property after the termination of the license.
Use of Products and Services. CLEANOSAUR may from time to time license the use rights to certain images, photographs, and graphics contained within the CLEANOSAUR Platform or CLEANOSAUR Services. However, CLEANOSAUR’S license does not extend to the use of such images, photographs or graphics by the User. Accordingly, User agrees and acknowledges that it cannot copy, resell, lease, distribute or otherwise distribute any of the images User may have access to through the CLEANOSAUR Platform or CLEANOSAUR Services. The CLEANOSAUR Platform or CLEANOSAUR Services cannot be used for marketing, advertising or any other purpose without the prior written consent of CLEANOSAUR.
Preservation of Products and Services. User acknowledges that the CLEANOSAUR Platform or CLEANOSAUR Services were created through the intangible and tangible assets of CLEANOSAUR, and the CLEANOSAUR Platform or CLEANOSAUR Services are the intellectual property and confidential information of CLEANOSAUR or have been properly licensed to CLEANOSAUR. In order for User to have access to the Products and Services, User agrees that it will preserve the value of this intellectual property by not engaging in any activities that would duplicate, in any form, integral information of CLEANOSAUR through methods such as reverse engineering or otherwise duplicating or attempting to duplicate the Products and/or Services of CLEANOSAUR in anyway. User hereby indemnifies CLEANOSAUR from any and all liability arising from the improper and/or unlawful use of the Products and Services by User or any entity or person to which the User has provided or aided in providing access, either intentionally or unintentionally, to such Products and Services.
Data Security. CLEANOSAUR will use reasonable efforts as stated herein to restrict access to data stored within the CLEANOSAUR Platform, for it to remain confidential. CLEANOSAUR will only provide such information at the User’s request, to monitor the performance or to upgrade the CLEANOSAUR Platform or CLEANOSAUR Services or if required by court order or law.
Modifications to this Agreement:
Generally. CLEANOSAUR reserves the right, in its sole discretion or if required by law, to provide notices and to alter, amend, modify delete, and add to this T&C Agreement, and any other agreement or policy, by posting the notices or revisions online. User agrees to periodically review CLEANOSAUR’s websites, policies, and agreements for updates. In addition, CLEANOSAUR may choose to eliminate certain service plans or pricing plans by posting such notice online. In addition, User agrees that CLEANOSAUR may cease, terminate, or modify its websites without prior notice and for any reason. User’s continuation of use of CLEANOSAUR’s Products and Services after the posted change constitutes your acceptance of the new and/or modified terms, plans, policies, and/or agreements. At any time this agreement can be obtained by contacting firstname.lastname@example.org or faxing the request for a copy with the account number at email@example.com. The use of any CLEANOSAUR Service or the CLEANOSAUR Platform after the change date will constitute the User’s approval of the changed agreement.
Notice. Any notice given by CLEANOSAUR to the User or Professional pursuant to this agreement shall be properly given if sent to the email address provided during the initial registration through the CLEANOSAUR Platform of such User or Professional or otherwise provided by a User or Professional, as updated from time to time, or by first class mail to the mailing address provided to CLEANOSAUR, as updated from time to time. It is the sole responsibility of the User or Professional to update such information as needed. User or Professional may give notice to CLEANOSAUR by sending an email, with the account number in the subject line, to firstname.lastname@example.org.
Severability. If any provision herein is deemed illegal, invalid or unenforceable, or inconsistent with the laws, regulations, ordinances of the applicable government or state, remaining provisions shall not be affected thereby, and shall remain valid and enforceable.
Remedy for Breach. Breach of the T&C Agreement, or any other CLEANOSAUR agreement or policy gives CLEANOSAUR the right to terminate any and all agreements, access to the CLEANOSAUR Platform, and to recover any and all damages, including reasonable attorney’s fees. Such provision does not limit in anyway CLEANOSAUR’s right to seek any other remedy that may be available to CLEANOSAUR.
Merger. This agreement, including the documents, agreements and policies incorporated by reference and as amended, constitute the entire agreement between the parties.
Assignment and Transferability. CLEANOSAUR may freely assign this T&C Agreement, and its other agreements and policies. User, however, may not transfer or assign any rights, duties, or obligations under this or any agreement between the User and CLEANOSAUR. Any attempted resale, sublicensing, assignment or transfer of the User’s or Professional’s access to the CLEANOSAUR Platform to another without CLEANOSAUR’s express written consent is considered strictly prohibited and is a breach of this agreement.
No Joint Venture. Nothing in this agreement is intended to nor shall it create an agency, partnership, joint venture, employer-employee or franchiser-franchisee agreement.
No Waiver. Any failure by CLEANOSAUR to require strict performance of any term of the T&C Agreement, or any other CLEANOSAUR agreement or policy, shall not constitute a waiver of its right to do so.
Waiver of Right to Be a Member or Plaintiff in Class Action. You and CLEANOSAUR hereby agree that any dispute, claim, demand or cause of action arising from or related to this T&C Agreement or CLEANOSAUR Platform or Professional Services shall be brought on an individual basis only and not as a collective action or class action.
Governing Law. This T&C Agreement is governed by the laws of the State of Texas. The terms and conditions of the T&C Agreement are always subject to the laws of the State of Texas, which shall prevail if inconsistent with any terms or conditions herein, and this Agreement shall be construed as if the provisions of such laws or ordinances were written herein. The parties hereby designate Collin County, Texas as the exclusive proper venue and the Collin County District Courts and County Courts at Law, as well as the United States District Court for the Eastern District of Texas as having exclusive jurisdiction for any legal actions arising under or related to the CLEANOSAUR Products and Services of this T&C Agreement. Such designation of jurisdiction and venue shall be applied without regard to conflict of laws principles. Texas substantive and procedural law shall govern in construing and enforcing all rights and duties of the parties arising from or relating in any way to the subject matter of this T&C Agreement. The governing law applies to any arbitration proceeding conducted hereunder.
Alternative Dispute Resolution. Should a dispute arise out of the T&C Agreement or acts or omissions related thereto, and if the dispute cannot be settled through negotiations held in good faith for at least fourteen (14) days, the parties agree to attempt, in good faith, to settle the dispute through mediation to be held no later than thirty (30) after the cessation of negotiations. The mediation is a condition precedent to arbitration, litigation or other dispute resolution procedure. The mediation shall be held in Collin County, Texas and shall be mediated by through a professional mediator and/or arbitrator. The fees for the mediation shall be borne equally by the parties.
Arbitration. In the event a dispute is not resolved by mediation, or if the parties otherwise agree, it is hereby agreed that the dispute shall be referred to JAMS, which is a professional arbitration association in Collin County, Texas to be decided by a single arbitrator in accordance with the Texas General Arbitration Act. If both parties agree to arbitration, and the amount to be arbitrated is less than $10,000.00, the arbitration association used must offer an online, telephone or by mail resolution options. The arbitrator’s decision shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. Should a party fail to proceed with arbitration, unsuccessfully challenge the arbitrator’s award, or fail to comply with the arbitrator’s award, the other party is entitled to recover its costs of suit, including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the arbitration award.