TERMS OF USE AGREEMENT
Buddyaid is a mobile App designed and used for the purpose of connecting individuals seeking assistance with residential work/services at their home (“Work Seekers”) with Contractors/individuals (“Work Providers”) willing to perform the work/services. This Terms of Use Agreement (“Agreement”) is entered into by and between Buddyaid, LLC, and Work Seeker and Work Provider. The Parties agree as follows:
1. Services.
1.1 Scope of Services. Buddyaid, through its App, will connect Work Seeker and Work Provider. The Parties understand and agree Buddyaid does not provide any service to Work Seeker and Work Provider other than connecting Work Seeker and Work Provider through its App. Once a Work Seeker and Work Provider are connected through the Buddyaid App, any and all arrangements between Work Seeker and Work Provider will be arranged/agreed to between Work Seeker and Work Provider.
1.2 Relationship of the Parties. Work Seekers and Work Providers are not affiliated with Buddy App in any way. Work Seekers and Work Providers will not be a: (i) Buddyaid employee, agent, partner, joint venturer, or legal representative; (ii) and will not have the right, power or authority to create obligations, or responsibilities, on behalf of Buddyaid.
1.3 Interactions between Work Seekers and Work Providers. You assume all risk when using the Buddyaid App, including but not limited to all risks associated with any online or offline interactions between Work Seekers and Work Providers. YOU ACKNOWLEDGE THAT, CURRENTLY WE DO NOT ROUTINELY SCREEN OUR APP USERS, INQUIRE INTO THE BACKGROUND OF OUR APP USERS, ATTEMPT TO VERIFY INFORMATION PROVIDED BY OUR APP USERS OR CONDUCT CRIMINAL SCREENINGS OF OUR APP USERS. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO CONDUCT SUCH INQUIRIES OR SCREENINGS (INCLUDING THE SEARCH OF ANY SEX OFFENDER REGISTRIES). YOU FURTHER ACKNOWLEDGE THAT WE ARE UNDER NO OBLIGATION TO CONDUCT ANY SUCH INVESTIGATIONS. We do not make any representations, warranties or guarantees as to the conduct of BuddyAid App users or information provided by BuddyAid App users.
1.4 User Conduct.We are not responsible or liable in any manner for the conduct of our App users, whether or not such conduct is in connection with the use of the BuddyAid App. YOU ACKNOWLEDGE THAT YOU USE THE BUDDYAID APP AT YOUR OWN RISK.
1.5 Removal or Replacement of Work Provider. If Buddyaid believes a Work Provider is not performing Services in a satisfactory manner, then Buddyaid can remove the Work Provider from the Buddyaid App. In the event of suspected or actual acts of negligence, breach of confidentiality, unprofessional conduct or gross non-performance by a Work Provider, removal of the Work Provider from the Buddyaid App may be immediate and without prior notice to Work Provider.
2. User Content.
2.1 Responsibility for User Content. You are solely responsible for the content and information that you provide, publish, transmit, display or otherwise communicate to us through the Buddyaid App. Buddyaid does not control, take responsibility for or assume liability for any user content posted by you or for any loss or damage thereto, nor is Buddyaid liable for any mistakes, defamation, slander, libel, omissions, or falsehoods you encounter. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE BUDDYAID APP AND USE THE APP AT YOUR OWN RISK.
2.2 Accuracy of Information.You will not post any inaccurate, misleading, incomplete or false information on the Buddyaid App.
2.3 No Duty to Review User Content. Although you understand and acknowledge that Buddyaid has no duty to prescreen, review, control, monitor or edit your content and is not liable for your content, you agree that Buddyaid may, at its sole discretion, review, edit, refuse to accept or delete your content at any time and for any reason or no reason without notice, and you are solely responsible for creating backup copies and replacing any content you post or store on the Buddyaid App at your sole cost and expense.
2.4 Ability to Use Buddyaid App. Buddyaid does not represent or warrant that (A) your use of the services will be secure, uninterrupted, complete, always available, error-free or will meet your requirements, (B) any defects in the services will be corrected or (C) the services are free of viruses or other harmful components. Buddyaid disclaims liability for, and no warranty is made with respect to, the connectivity and availability of the App.
3. Fees and Payments.
3.1 Fees. Work Seeker and Work Provider understand and agree Buddyaid’s fee will be ten percent (10%) of the fee for the work/service provided. Payment will be made by Work Seeker to Buddyaid. Buddyaid will pay Work Provider after deducting Buddyaid’s ten percent (10%) fee. As discussed in Section 5 and throughout this Agreement, Work Seeker and Work Provider understand and agree, Buddyaid is not involved with and is not responsible for the work/services provided by Work Provider. Any issues regarding the timeliness and/or quality of the work/services provided by Work Provider must be resolved between Work Seeker and Work Provider.
3.2Taxes. Work Provider shall be solely responsible for any and all taxes, estimated taxes, withholding, Social Security contributions or payments, disability insurance, workers’ compensation insurance, unemployment taxes, other payroll type taxes and employment reporting applicable to its services. Work Provider indemnifies and holds Buddyaid harmless from any claims, losses, costs, fees, liabilities, damages, or injuries suffered by Buddyaid arising out of Work Provider’s failure with respect to its tax obligations. This Section 3.2 shall survive the termination of this Agreement.
4. Term and Termination.
4.1 Term. The term of this Agreement will commence upon your agreement to the terms and conditions of this Agreement and will continue in effect unless terminated pursuant to the terms of this Agreement.
4.2 Termination for Convenience. Any Party may terminate this Agreement at any time and for any reason upon 10 calendar days’ written notice.
5. Warranty, Indemnity and Liability Limitation.
5.1 Warranty. Work Provider warrants and guarantees that: (i) the terms of this Agreement do not violate any existing agreements or other obligations to which Work Provider is bound; (ii) the services will be performed by qualified Work Providers with the degree of skill and care that is required by good and sound business practices and procedures; (iii) the services shall be performed in material compliance with applicable laws; and (iv) the services will materially conform to the agreement with Work Seekers.
5.2 Indemnity. Work Seeker and Work Provider agree to defend, indemnify and hold Buddyaid, and each of its directors, officers, managers, agents, contractors, partners and employees harmless from any loss, liability, claim, damages, costs, debts, expenses or demand, including reasonable attorney’s fees, due to or arising from (i) use of the Buddyaid App; (ii) any claim or damages that arise as a result of any of your content on the App; (iii) your work and your conduct in connection with the work/services of Buddyaid App users, (iv) your violation of any of the terms of this Agreement, including without limitation your breach of any of the representations and warranties above, (v) your violation of any rights of a third party; (vi) your violation of any applicable laws, rules or regulations.
5.3 Eligible Workers. Work Provider hereby warrants it complies with the Immigration Reform and Control Act of 1986 by employing only U.S. citizens and non-citizens who are authorized to work in the United States. Work Provider hereby also warrants all employees are asked prior to their first day of work to provide original documents verifying the right to work in the United States and to sign a verification form required by federal law (Form I-9).
6. Additional Provisions.
6.1 Nature of Agreement. This Agreement does not prohibit any Party from entering into other agreements, similar or dissimilar, for the delivery or performance of services or otherwise.
6.2 Governing Law, Jurisdiction and Venue. It is the intent of the Parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the Parties shall be determined in accordance with the laws of the state of Ohio, without regard to its conflicts of laws rules. Each party hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in Franklin County, Ohio, and the appellate courts there from, in any action, suit or proceeding arising out of or relating to this Agreement and specifically the Franklin County Municipal Court of Columbus, Ohio, or the Franklin County Common Pleas Court of Franklin County, Ohio.
6.3 Compliance with Laws and Regulations. Work Seeker and Work Provider agree to comply with all applicable laws, rules, and regulations.
6.4 Assignment. Neither this Agreement, nor any rights under this Agreement, may be assigned or otherwise transferred by Work Seeker or Work Provider, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger and consolidation or otherwise, without the prior written consent of Buddyaid. Subject to the foregoing, this Agreement will be binding upon, and will inure to the benefit of, the parties and their respective successors and assigns.
6.5 Waiver. Failure, neglect, or delay by Buddyaid to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of Buddyaid’s rights under this Agreement and will not in any way affect the validity of any part of this Agreement or prejudice Buddyaid’s right to take subsequent action. No exercise or enforcement by Buddyaid of any right or remedy under this Agreement will preclude the enforcement by Buddyaid of any other right or remedy under this Agreement or law.
6.6 Severability. If any provision of this Agreement is found to be invalid, unlawful or unenforceable, the provision will be enforced to the maximum extent permissible by law to affect the intent of Buddyaid, and the remainder of this Agreement will continue in full force.
6.7 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. No terms, provisions or conditions of any acknowledgements or other business form that any party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to such terms, provisions or conditions. This Agreement may not be amended, except as otherwise provided herein.