6.2. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL CONTENT FOUND ON THE PLATFORM, YOUR OFFERING OR PROVIDING PERSONAL CLEANING SERVICES (IF ANY) OR REQUESTING OR RECEIVING PERSONAL CLEANING SERVICES THROUGH THE PLATFORM (IF ANY), AND ANY CONTACT YOU MAY HAVE WITH OTHER USERS OF THE PLATFORM, CLEANING SERVICES PROVIDERS, USERS, AND/OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER WE NOR ANY OTHER PARTY INVOLVED WITH FURNISHING OR MAINTAINING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY) FOR: (A) INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES; (B) THE COST OF SUBSTITUTE SERVICES OR GOODS; (C) ANY INTERRUPTION IN SERVICE OF THE PLATFORM OR COMPUTER SYSTEM FAILURE; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL HARM ARISING OUT OF, IN CONNECTION WITH OR RELATED TO THIS AGREEMENT; (E) THE INABILITY TO USE OR ENJOY THE PLATFORM AND/OR PERSONAL CLEANING SERVICES FURNISHED BY THIRD-PARTY PROVIDERS AND/OR CLEANING SERVICES PROVIDERS; (F) ANY COMMUNICATIONS, MEETINGS OR CONDUCT WITH OTHER PLATFORM USERS, CLEANING SERVICES PROVIDERS, USERS, INCLUDING BUT NOT LIMITED TO THIRD-PARTY PROVIDERS; OR (G) YOUR OFFERING OR PROVIDING ANY SERVICES OR REQUESTING OR RECEIVING ANY SERVICES.

6.3. Indemnification. You agree to release, defend, indemnify and hold us, and our respective parents, subsidiaries, and affiliates and any of our officers, directors, employees and agents (collectively the “Indemnified Parties”) harmless from and against any claims, liabilities, damages, losses and expenses, including without limitation, reasonable attorneys’ fees and costs, arising out of, in any way connected with, or in any way related to (a) any breach of this Agreement by you, including, but not limited to, any use of Content, other than as expressly authorized in this Agreement; (b) any content provided by you; (c) any communications you have with any Cleaning Service Provider and/or User; and (d) any service or transaction made by you through the Platform and/or with a Cleaning Service Provider, including but not limited to any injuries, losses, or damages, whether incidental, special, consequential, exemplary, direct or otherwise, of any kind arising out of, in connection with, or related to such provision of services, the Services we provide, the Cleaning Services provided by a Cleaning Service Provider, travel to or from Service Site, and/or the provision of any Cleaning Services to a User and/or Authorized Guests.

Notwithstanding the foregoing paragraph, any resident of New Jersey only agrees to release, defend, indemnify, and hold the Indemnified Parties harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or in any way connected with your violation of this Agreement.

7. Dispute Resolution

7.1. BINDING MANDATORY ARBITRATION. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO A JURY TRIAL.

YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AFFECTS INTERSTATE COMMERCE AND THAT THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE ARBITRATION PROVISIONS.

YOU AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF, CONNECTED TO AND/OR RELATING TO THIS AGREEMENT AND/OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF AND/OR OF THIS ARBITRATION AGREEMENT, AND/OR THE USE OF THE PLATFORM AND/OR PERSONAL CLEANING SERVICES (COLLECTIVELY A “DISPUTE”) WILL BE SETTLED BY BINDING ARBITRATION BETWEEN YOU AND US, EXCEPT THAT EACH PARTY RETAINS THE RIGHT TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT AND THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY’S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

IN AGREEING TO ARBITRATE ANY AND ALL DISPUTES BETWEEN YOU AND US, YOU EXPRESSLY REPRESENT THAT YOU KNOWINGLY FOREGO THE RIGHT TO LITIGATE OR HAVE A JURY TRIAL ON ANY DISPUTE RELATING TO THIS AGREEMENT, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED BY THE “AAA RULES” (AS DEFINED BELOW) OR THE ARBITRATOR. YOU FURTHER KNOWINGLY WAIVE ANY RIGHT TO JOIN IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION RESPECTIVE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. UNLESS BOTH, YOU AND US, AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION, EXCEPT TO THE EXTENT IT IS SUBJECT TO REVIEW IN ACCORDANCE WITH APPLICABLE LAW GOVERNING ARBITRATION AWARDS. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IN COURT MAY LIKEWISE NOT BE AVAILABLE IN ARBITRATION.

7.2. Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

7.3. Arbitration Process. A party desiring to initiate an arbitration upon a Dispute must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will either be a retired judge, or an attorney licensed to practice law in the Commonwealth of Massachusetts and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA rules.

Unless the parties to the Dispute agree otherwise, the arbitration shall be conducted in Boston, Suffolk County, Massachusetts. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, unless either party requests a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The arbitrator will render an award within the time specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusion upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the provisions of this Agreement and may only award declaratory or injunctive relief in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party will be entitled to an award of attorney’s fees and expenses, to the extent provided under applicable law.

7.4. Survival. This Dispute Resolution section shall survive this Agreement, any termination of the Platform or your use of the Platform and Cleaning Services.

8. Miscellaneous.

8.1. Termination/Access Restriction. Primsy Cleaners on, including, but not limited to:

• Clean human or pet discharge.

• Clean up blood or infected materials.

• Run personal errands.

• Lift heavy objects weighing more than 40 lbs.

• Stand on ladders higher than 5 feet.

• Climb any ladders you provide or cook.

• Do more work that is painful, strenuous, or taxing on the body.

• Stay beyond 15 minutes after the assignment is completed.

• Clean the home with unsupervised children or pets.

• Property or condition of the home is not as User described,

• Cleaning services requested are more extensive than User had described,

• Cleaning Service Provider does not feel comfortable with the Service Site, User or pets,

• Presence of extreme or unreasonable clutter, debris, filth or hazardous materials,

• Presence of construction materials or debris, or at a construction site,

• Presence of mold and/or other biohazards,

• Items weighing over 25lbs must be moved,

• Cleaning surfaces are out of reach to the Cleaning Service Provider.

• Cleaning chandeliers or the outside face of exterior windows.

j. Right to Reschedule. Primsy Cleaners reserves the right to reschedule Services if more time than discussed is needed to complete the Services or for any other reason.

k. Choice of Law and Venue. This Agreement, as well as any Dispute that might arise between you and us, will be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law provisions, except to the limited extent the Federal Arbitration Act applies. You agree that any Dispute you may have against us that is not subject to arbitration must be resolved by a court located in Suffolk County, Massachusetts, or a United States District Court, District of Massachusetts, located in Boston, Massachusetts, except as otherwise agreed by the parties. You further agree to submit to the personal jurisdiction of the courts located within Suffolk County, Massachusetts or the United States District Court, District of Massachusetts, located in Boston, Massachusetts, for the purpose of litigating all such Disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.

l. Severability and Headings. If any part of this Agreement is found to be invalid, illegal or unenforceable, the remaining provisions will remain enforceable, legal and valid. The headings of sections and subsections hereof are solely for convenience of reference and are not part of this Agreement.

m. International Users. The Platform and all features contained thereon, are controlled and offered by us from our facilities in the United States of America. We make no representations that the Platform or features thereon are appropriate or available for use in other locations. Those who access or use the Platform from other countries do so at their own risk and are responsible for compliance with all applicable laws.

n. Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, terrorism, war, embargos, riots, acts of civil disobedience of military authorities, floods, accidents, fires, labor strikes or shortages of transportation facilities, fuel, energy or labor.

This Agreement constitutes the entire agreement between you and us relating to the subject matter of this Agreement and supersedes all prior or contemporaneous proposals and communications, whether oral, written or electronic between you and use, our representatives, agents or assigns.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in a dispute resolution, judicial, or administrative proceeding based upon or relating to this Agreement to the same extent and subject to the same conditions as any other business record or document originally created and maintained in printed form.

We reserve the right to modify, update, or discontinue the Platform at our sole discretion, at any time, for any or no reason, and without notice or liability.

Except as otherwise stated, nothing herein is intended, nor will be deemed to confer rights or remedies upon any third party.

Any failure on our part to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provisions.

o. Statute of Limitations. You acknowledge and agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or services administered or acquired through the Platform against us must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitation shall not apply to residents of New Jersey.

Any rights not expressly granted herein are reserved.

© 2023 PRIMSY, LLC

Primsy Cleaners reserves the right, in its sole discretion, to change the terms and conditions of this Agreement without notice to you. The most current version of this Agreement will supersede all previous versions. Primsy Cleaners encourages you to periodically visit the Site and review this Agreement to stay informed of any and all updates. Your use and/or continued use of the Platform, our Services, and/or Cleaning Services shall affirm your consent to this Agreement and any revisions and/or amendments hereto.

4. Fees/Charges

4.1. Fees for Cleaning Services. As the Limited Payment Collection Agent, Primsy Cleaners collects the fee (“Fee”) for Cleaning Services from the User at the time you submit your Service Request. A Fee is charged for each performance of Cleaning Services. The current Fees are updated on our Site regularly. You acknowledge and agree that the Fee does not include any gratuity. Any gratuity should be paid directly to the Cleaning Service Provider at the conclusion of each Cleaning Service or, for recurring Cleaning Services, monthly.

4.2. Limited Payment Collection Agent. You appoint Primsy Cleaners as the Limited Payment Collection Agent solely for the purpose of collecting the Fee from you via the payment processing functionality facilitated by the Platform. You agree that payment made to Primsy Cleaners is equivalent to payment made directly to the Cleaning Service Provider. You acknowledge and agree that, in accepting appointment as the Limited Payment Collection Agent, Primsy Cleaners does not assume any liability for any acts or omissions of the Cleaning Service Provider, User and/or User’s guests and invitees (whether or not an Authorized Guest). You acknowledge and agree that Primsy Cleaners will deduct from the Fees paid by you an advertising and payment agent fee and any applicable taxes or government required fees. You agree that these deductions are not a gratuity.

4.3. Chargeback Disclaimer. A credit card authorization will be placed in advance of the scheduled date and time of performance of the Cleaning Services. Primsy Cleaners takes credit card fraud very seriously. It is your responsibility to make sure that you are using the correct card for any transaction and/or that you are authorized to use the credit card you use to pay any Fees. In the event that any chargeback due to alleged fraud or unauthorized use of a credit card after the Cleaning Services are performed at the Service Site, Primsy Cleaners will engage all legal options to collect the Fee and you will be responsible for any and all chargeback fees and collections costs including, but not limited to, reasonable attorneys’ fees, expenditures, court costs and interest.

4.4. Failure to Pay. In the event any User fails to pay or the method of payment is declined or denied for insufficient funds, you will be notified by email and provided twenty-four (24) hours to make payment of all Fees due and any merchant processing or bank fees or penalties incurred by Primsy Cleaners due to the denial of payment. In the event that any failure to pay continues for greater than forty-eight (48) hours from the date due, Primsy Cleaners will engage all legal options to collect the Fee and you will be responsible for any and all merchant processing and bank fees or penalties in addition to collections costs including, but not limited to, reasonable attorneys’ fees, expenditures, court costs and interest.

4.5. Discounts. No more than three (3) discounts are permitted per Service Request. Some discount codes may be only applied for Service Requests or scheduled Cleaning Services that occur on specific day. Terms may change without notice. Discounts may not be applied for Service Requests for Sundays, or holidays.

4.6. Cancellation Charges. If you cancel a Service Request at least two (2) days prior to the scheduled date of performance of the Cleaning Services, you will not be charged a cancellation fee. If you cancel a Service Request within twenty-four (24) hours of the scheduled time, or on the scheduled date, of the performance of the Cleaning Services, the cancellation fee shall be equal to the Fee paid, and no refund shall be paid.

4.7. Permanent Cleaning Service Provider Referral Placement. You acknowledge and agree that if you solicit a Cleaning Service Provider for private hire outside of the Platform, then you will pay Primsy Cleaners a placement fee of $1,000.00. By using the Platform, you agree not to directly contract with any Cleaning Service Provider referred by Primsy Cleaners without paying Fees.

5. Platform: Licenses/Content/Property

5.1. License Grant. We hereby grant you a non-exclusive, non-transferable, revocable license to access and use the Platform in accordance with this Agreement. As a condition of your use of the Platform, you warrant that you will not use the Platform for any purpose that is not contemplated by this Agreement, unlawful or prohibited by this Agreement. You may not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of the Platform.

You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform.

All content included as part of the Platform, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Platform (“Content”), is the exclusive property of Primsy Cleaners or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto.

You may not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, found on the Platform. The Content is not for resale. You agree to use all protected Content solely for your personal use, and will make no other use of the Content without the express written permission of Primsy Cleaners and the copyright owner, if different.

You agree that you do not acquire any ownership rights in any of the Content. We do not grant you any licenses, express or implied, to the intellectual property of Primsy Cleaners or our licensors except as expressly authorized by this Agreement.

5.2. User Content. Through the Platform, Users may submit, upload, post, publish or otherwise make available to us, Cleaning Service Provider or others, content, including requests for support assistance, communication between Cleaning Service Providers and Users, reviews, and personal, biographical, and information for purposes of requesting Cleaning Services (“User Content”). Any User Content provided by you remains your property. However, by voluntarily posting User Content, you hereby grant us a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all content, remarks, suggestions, ideas, graphics, or other information communicated to us, our users, or anyone else, through direct communication with us or the use of features contained within or ancillary to the Platform. Further, you hereby grant us the right to incorporate any User Content in other works in any form, media, or technology now known or later developed. We will not be required to treat any User Content as private and may use any User Content in our business, to include advertising and marketing, without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future operations. You acknowledge that we have complete discretion on whether to provide attribution to User Content and that such User Content may be shared with our subsidiaries, affiliates, or business partners. You also grant us the right to pursue legal action against any person that violates your or our rights in the User Content by a breach of any of the provisions of this Agreement.

With regard to any User Content that you submit or otherwise make available, whether to us solely, or to any other persons, you represent that:

(i) you are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases required to grant us the license to the User Content as set forth above; and,
(ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content, nor our use of the User Content as permitted herein will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to submit, post, or provide, or to allow the furnishing of, User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, willfully false or misleading, or otherwise offensive, as determined by us in our sole and absolute discretion, whether or not such material may be protected by law. We may, but shall not be obligated to review, monitor or remove User Content at our sole and absolute discretion and at any time and for any reason, without notice to you.

5.3. Communication Services. The Platform may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication applications designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper, comply with the terms and conditions of this Agreement and our Privacy Policy and which are related to the particular Communication Service.

You agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy and publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; and/or violate any applicable laws or regulations.

Primsy Cleaners has no obligation to monitor the Communication Services. However, Primsy Cleaners reserves the right to review materials posted to any Communication Service and to remove any materials in its sole and exclusive discretion. Primsy Cleaners reserves the right to terminate your use of and access to any or all of the Communication Services and/or Platform at any time without notice and for any reason whatsoever.

Primsy Cleaners reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Primsy Cleaners’ sole discretion.

Always use caution when giving out any personally identifying information about yourself or your business in any Communication Service and/or the Platform. Primsy Cleaners does not control or endorse the content, messages or information found in any Communication Service and, therefore, Primsy Cleaners specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Account managers, sales representatives, customer support representatives, and support staff and other staff of Primsy Cleaners are not authorized Primsy Cleaners spokespersons, and their views do not necessarily reflect those of Primsy Cleaners.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload such materials.

5.4. Copyright Infringement. We respect the intellectual property rights of others and we ask our users to do the same. If you believe that your copyright or other intellectual property contained within the Platform has been infringed, please submit a written notification pursuant to the Digital Millennium Copyright Act (DMCA). In the notification, please include: (i) a description of the alleged infringing work; (ii) a description of where the work is located on the Platform (including website URL, if applicable); (iii) your contact information (name, address, telephone, and email). You must also state that you are the owner of the alleged copyrighted material or are acting on behalf of the rightful owner of the alleged copyrighted material that has been infringed.

We will review and address all notices that comply with the requirements above. If we remove or disable access in response to such a notice, we may notify the owner or administrator of the affected content or material so that he or she can make a counter-notification. We strongly encourage you to seek legal advice before filing a notice. Any misrepresentations in your notice regarding allegations that material or activity is infringing may expose you to liability for damages, including costs and attorneys’ fees.

Notification pursuant to the DMCA should be submitted to:

PRIMSY, LLC

539 W Commerce St., 1535
Dallas, TX 75208

6. Liability

6.1. LIABILITY DISCLAIMERS. PLEASE READ THIS SECTION CAREFULLY.

It limits our liability and or related entities, including our parents, subsidiaries, affiliates, related companies, suppliers, licensors, vendors and partners and our officers, directors, members, employees, agents, and representatives and each of them. Each paragraph below applies to the maximum extent permitted under applicable law. Nothing herein is intended to limit any of your rights which may not be lawfully limited.

YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK AND IS PROVIDED TO YOU “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, WITH THE EXPRESS UNDERSTANDING THAT WE ARE NOT RESPONSIBLE FOR THE ACCURACY OR TRUTH OF ANY REPRESENTATIONS RELATED TO USERS OF THE PLATFORM, INCLUDING USERS OR OTHER OUTSIDE ENTITIES. WE MAKE NO CLAIMS OR GUARANTEES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE PLATFORM, THE INFORMATION CONTAINED THEREIN OR THEREON, OR ITS SAFETY OR SECURITY. AS SUCH, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, INCLUDING THE PLATFORM’S UNAVAILABILITY, SECURITY VULNERABILITIES, OR INOPERABILITY OR INCORRECT OR INACCURATE INFORMATION OR RESULTS TO BE OBTAINED FROM THE USE OF INFORMATION ON THE PLATFORM. WE FURTHER DISCLAIM ALL LIABILITY TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE THROUGH ANY ACT OR OMISSION OF ANY USER AND/OR CLEANING SERVICES PROVIDER, INCLUDING USER LOCATED USING THE PLATFORM, OR CONNECTED TO YOU THROUGH THE PLATFORM OR A THIRD-PARTY CONTAINED ON THE PLATFORM THAT WE LINK TO OR THAT LINKS TO US. THE INCLUSION OR OFFERING OF ANY INFORMATION, SERVICES OR PRODUCTS ON THE PLATFORM DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES.

WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES AS TO ANY PRODUCT OR SERVICE OFFERED AND/OR PROVIDED BY A CLEANING SERVICES PROVIDER, USER, BUSINESSES, OR ANY OTHER THIRD PARTIES, EVEN IF LISTED ON THE PLATFORM, AND ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NO INFORMATION PROVIDED TO YOU OR ADVICE BY OUR REPRESENTATIVES SHALL CREATE A REPRESENTATION OR WARRANTY. WE MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY CLEANING SERVICES PROVIDER, USER, THIRD-PARTY, INCLUDING, BUT NOT LMITED TO, BUSINESSES, SERVICE PROVIDERS, ADVERTISERS OR ANY OTHER THIRD-PARTY LISTED ON THE PLATFORM. THEREFORE, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTS, OMISSIONS OR INACCURATE INFORMATION PROVIDED BY OTHERS. ALL ACTIONS YOU TAKE REGARDING SERVICES OR PRODUCTS OR PROMISES FROM ANY THIRD-PARTY, INCLUDING BUT NOT LIMITED TO, CLEANING SERVICES PROVIDERS AND/OR USERS, THROUGH INDIRECT OR DIRECT COMMUNICATIONS, INCLUDING PURCHASES, IS AT YOUR OWN RISK AND DISCRETION.

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, LOSS OF CONSORTIUM, DEATH, EMOTIONAL DISTRESS, OR OTHER DAMAGES, ARISING OUT OF YOUR OR ANY USER’S, USER’S AND/OR CLEANING SERVICES PROVIDER’S CONDUCT RELATED TO THE USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POSSIBILITY. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF US TO ANY PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF $1,000.00 OR THE AMOUNT YOU HAVE PAID TO US FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THIS AGREEMENT.

THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT ARE INURE TO OUR BENEFIT.

Any content or material downloaded or otherwise obtained through the use of the Platform is obtained at your own risk and discretion. You will be solely responsible for and hereby waive any and all claims and causes of action related to any damage or injury to your mobile device, computer (desktop and laptop), tablets, network, or other download or display device, or the loss or corruption of data resulting from the download of any such material. If you do not accept this limitation, you are not authorized to access, download, USE, or obtain material OR PERSONAL CLEANING SERVICES through the PLATFORM.

4. Fees/Charges

4.1. Fees for Cleaning Services. As the Limited Payment Collection Agent, Primsy Cleaners collects the fee (“Fee”) for Cleaning Services from the User at the time you submit your Service Request. A Fee is charged for each performance of Cleaning Services. The current Fees are updated on our Site regularly. You acknowledge and agree that the Fee does not include any gratuity. Any gratuity should be paid directly to the Cleaning Service Provider at the conclusion of each Cleaning Service or, for recurring Cleaning Services, monthly.

4.2. Limited Payment Collection Agent. You appoint Primsy Cleaners as the Limited Payment Collection Agent solely for the purpose of collecting the Fee from you via the payment processing functionality facilitated by the Platform. You agree that payment made to Primsy Cleaners is equivalent to payment made directly to the Cleaning Service Provider. You acknowledge and agree that, in accepting appointment as the Limited Payment Collection Agent, Primsy Cleaners does not assume any liability for any acts or omissions of the Cleaning Service Provider, User and/or User’s guests and invitees (whether or not an Authorized Guest). You acknowledge and agree that Primsy Cleaners will deduct from the Fees paid by you an advertising and payment agent fee and any applicable taxes or government required fees. You agree that these deductions are not a gratuity.

4.3. Chargeback Disclaimer. A credit card authorization will be placed in advance of the scheduled date and time of performance of the Cleaning Services. Primsy Cleaners takes credit card fraud very seriously. It is your responsibility to make sure that you are using the correct card for any transaction and/or that you are authorized to use the credit card you use to pay any Fees. In the event that any chargeback due to alleged fraud or unauthorized use of a credit card after the Cleaning Services are performed at the Service Site, Primsy Cleaners will engage all legal options to collect the Fee and you will be responsible for any and all chargeback fees and collections costs including, but not limited to, reasonable attorneys’ fees, expenditures, court costs and interest.

4.4. Failure to Pay. In the event any User fails to pay or the method of payment is declined or denied for insufficient funds, you will be notified by email and provided twenty-four (24) hours to make payment of all Fees due and any merchant processing or bank fees or penalties incurred by Primsy Cleaners due to the denial of payment. In the event that any failure to pay continues for greater than forty-eight (48) hours from the date due, Primsy Cleaners will engage all legal options to collect the Fee and you will be responsible for any and all merchant processing and bank fees or penalties in addition to collections costs including, but not limited to, reasonable attorneys’ fees, expenditures, court costs and interest.

4.5. Discounts. No more than three (3) discounts are permitted per Service Request. Some discount codes may be only applied for Service Requests or scheduled Cleaning Services that occur on specific day. Terms may change without notice. Discounts may not be applied for Service Requests for Sundays, or holidays.

4.6. Cancellation Charges. If you cancel a Service Request at least two (2) days prior to the scheduled date of performance of the Cleaning Services, you will not be charged a cancellation fee. If you cancel a Service Request within twenty-four (24) hours of the scheduled time, or on the scheduled date, of the performance of the Cleaning Services, the cancellation fee shall be equal to the Fee paid, and no refund shall be paid.

4.7. Permanent Cleaning Service Provider Referral Placement. You acknowledge and agree that if you solicit a Cleaning Service Provider for private hire outside of the Platform, then you will pay Primsy Cleaners a placement fee of $1,000.00. By using the Platform, you agree not to directly contract with any Cleaning Service Provider referred by Primsy Cleaners without paying Fees.

5. Platform: Licenses/Content/Property

5.1. License Grant. We hereby grant you a non-exclusive, non-transferable, revocable license to access and use the Platform in accordance with this Agreement. As a condition of your use of the Platform, you warrant that you will not use the Platform for any purpose that is not contemplated by this Agreement, unlawful or prohibited by this Agreement. You may not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of the Platform.

You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform.

All content included as part of the Platform, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Platform (“Content”), is the exclusive property of Primsy Cleaners or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto.

You may not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part, found on the Platform. The Content is not for resale. You agree to use all protected Content solely for your personal use, and will make no other use of the Content without the express written permission of Primsy Cleaners and the copyright owner, if different.

You agree that you do not acquire any ownership rights in any of the Content. We do not grant you any licenses, express or implied, to the intellectual property of Primsy Cleaners or our licensors except as expressly authorized by this Agreement.

5.2. User Content. Through the Platform, Users may submit, upload, post, publish or otherwise make available to us, Cleaning Service Provider or others, content, including requests for support assistance, communication between Cleaning Service Providers and Users, reviews, and personal, biographical, and information for purposes of requesting Cleaning Services (“User Content”). Any User Content provided by you remains your property. However, by voluntarily posting User Content, you hereby grant us a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all content, remarks, suggestions, ideas, graphics, or other information communicated to us, our users, or anyone else, through direct communication with us or the use of features contained within or ancillary to the Platform. Further, you hereby grant us the right to incorporate any User Content in other works in any form, media, or technology now known or later developed. We will not be required to treat any User Content as private and may use any User Content in our business, to include advertising and marketing, without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future operations. You acknowledge that we have complete discretion on whether to provide attribution to User Content and that such User Content may be shared with our subsidiaries, affiliates, or business partners. You also grant us the right to pursue legal action against any person that violates your or our rights in the User Content by a breach of any of the provisions of this Agreement.

With regard to any User Content that you submit or otherwise make available, whether to us solely, or to any other persons, you represent that:

(i) you are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases required to grant us the license to the User Content as set forth above; and,
(ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content, nor our use of the User Content as permitted herein will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to submit, post, or provide, or to allow the furnishing of, User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, willfully false or misleading, or otherwise offensive, as determined by us in our sole and absolute discretion, whether or not such material may be protected by law. We may, but shall not be obligated to review, monitor or remove User Content at our sole and absolute discretion and at any time and for any reason, without notice to you.

5.3. Communication Services. The Platform may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication applications designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper, comply with the terms and conditions of this Agreement and our Privacy Policy and which are related to the particular Communication Service.

You agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy and publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; and/or violate any applicable laws or regulations.

Primsy Cleaners has no obligation to monitor the Communication Services. However, Primsy Cleaners reserves the right to review materials posted to any Communication Service and to remove any materials in its sole and exclusive discretion. Primsy Cleaners reserves the right to terminate your use of and access to any or all of the Communication Services and/or Platform at any time without notice and for any reason whatsoever.

Primsy Cleaners reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Primsy Cleaners’ sole discretion.

Always use caution when giving out any personally identifying information about yourself or your business in any Communication Service and/or the Platform. Primsy Cleaners does not control or endorse the content, messages or information found in any Communication Service and, therefore, Primsy Cleaners specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Account managers, sales representatives, customer support representatives, and support staff and other staff of Primsy Cleaners are not authorized Primsy Cleaners spokespersons, and their views do not necessarily reflect those of Primsy Cleaners.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload such materials.

5.4. Copyright Infringement. We respect the intellectual property rights of others and we ask our users to do the same. If you believe that your copyright or other intellectual property contained within the Platform has been infringed, please submit a written notification pursuant to the Digital Millennium Copyright Act (DMCA). In the notification, please include: (i) a description of the alleged infringing work; (ii) a description of where the work is located on the Platform (including website URL, if applicable); (iii) your contact information (name, address, telephone, and email). You must also state that you are the owner of the alleged copyrighted material or are acting on behalf of the rightful owner of the alleged copyrighted material that has been infringed.

We will review and address all notices that comply with the requirements above. If we remove or disable access in response to such a notice, we may notify the owner or administrator of the affected content or material so that he or she can make a counter-notification. We strongly encourage you to seek legal advice before filing a notice. Any misrepresentations in your notice regarding allegations that material or activity is infringing may expose you to liability for damages, including costs and attorneys’ fees.

Notification pursuant to the DMCA should be submitted to:

PRIMSY, LLC

539 W Commerce St., 1535
Dallas, TX 75208

6. Liability

6.1. LIABILITY DISCLAIMERS. PLEASE READ THIS SECTION CAREFULLY.

It limits our liability and or related entities, including our parents, subsidiaries, affiliates, related companies, suppliers, licensors, vendors and partners and our officers, directors, members, employees, agents, and representatives and each of them. Each paragraph below applies to the maximum extent permitted under applicable law. Nothing herein is intended to limit any of your rights which may not be lawfully limited.

YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK AND IS PROVIDED TO YOU “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, WITH THE EXPRESS UNDERSTANDING THAT WE ARE NOT RESPONSIBLE FOR THE ACCURACY OR TRUTH OF ANY REPRESENTATIONS RELATED TO USERS OF THE PLATFORM, INCLUDING USERS OR OTHER OUTSIDE ENTITIES. WE MAKE NO CLAIMS OR GUARANTEES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE PLATFORM, THE INFORMATION CONTAINED THEREIN OR THEREON, OR ITS SAFETY OR SECURITY. AS SUCH, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, INCLUDING THE PLATFORM’S UNAVAILABILITY, SECURITY VULNERABILITIES, OR INOPERABILITY OR INCORRECT OR INACCURATE INFORMATION OR RESULTS TO BE OBTAINED FROM THE USE OF INFORMATION ON THE PLATFORM. WE FURTHER DISCLAIM ALL LIABILITY TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE THROUGH ANY ACT OR OMISSION OF ANY USER AND/OR CLEANING SERVICES PROVIDER, INCLUDING USER LOCATED USING THE PLATFORM, OR CONNECTED TO YOU THROUGH THE PLATFORM OR A THIRD-PARTY CONTAINED ON THE PLATFORM THAT WE LINK TO OR THAT LINKS TO US. THE INCLUSION OR OFFERING OF ANY INFORMATION, SERVICES OR PRODUCTS ON THE PLATFORM DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES.

WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES AS TO ANY PRODUCT OR SERVICE OFFERED AND/OR PROVIDED BY A CLEANING SERVICES PROVIDER, USER, BUSINESSES, OR ANY OTHER THIRD PARTIES, EVEN IF LISTED ON THE PLATFORM, AND ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NO INFORMATION PROVIDED TO YOU OR ADVICE BY OUR REPRESENTATIVES SHALL CREATE A REPRESENTATION OR WARRANTY. WE MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY CLEANING SERVICES PROVIDER, USER, THIRD-PARTY, INCLUDING, BUT NOT LMITED TO, BUSINESSES, SERVICE PROVIDERS, ADVERTISERS OR ANY OTHER THIRD-PARTY LISTED ON THE PLATFORM. THEREFORE, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTS, OMISSIONS OR INACCURATE INFORMATION PROVIDED BY OTHERS. ALL ACTIONS YOU TAKE REGARDING SERVICES OR PRODUCTS OR PROMISES FROM ANY THIRD-PARTY, INCLUDING BUT NOT LIMITED TO, CLEANING SERVICES PROVIDERS AND/OR USERS, THROUGH INDIRECT OR DIRECT COMMUNICATIONS, INCLUDING PURCHASES, IS AT YOUR OWN RISK AND DISCRETION.

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, LOSS OF CONSORTIUM, DEATH, EMOTIONAL DISTRESS, OR OTHER DAMAGES, ARISING OUT OF YOUR OR ANY USER’S, USER’S AND/OR CLEANING SERVICES PROVIDER’S CONDUCT RELATED TO THE USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POSSIBILITY. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF US TO ANY PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF $1,000.00 OR THE AMOUNT YOU HAVE PAID TO US FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THIS AGREEMENT.

THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT ARE INURE TO OUR BENEFIT.

Any content or material downloaded or otherwise obtained through the use of the Platform is obtained at your own risk and discretion. You will be solely responsible for and hereby waive any and all claims and causes of action related to any damage or injury to your mobile device, computer (desktop and laptop), tablets, network, or other download or display device, or the loss or corruption of data resulting from the download of any such material. If you do not accept this limitation, you are not authorized to access, download, USE, or obtain material OR PERSONAL CLEANING SERVICES through the PLATFORM.