Effective Date: February 4th, 2021
These Terms of Service constitute a legally binding agreement (the “Agreement”) between each Customer and each Provider, as applicable, and OneNeighbor, Inc., a Delaware corporation ("OneNeighbor" or "we" or "us" or “our”).
The term “Customer(s)” means the individuals or entities who use the OneNeighbor Platform to obtain Services from the Providers.
The term “Provider(s)” means the individuals or entities who use the OneNeighbor Platform to obtain opportunities to provide Services to Customers.
Customer(s) and Provider(s), as well as guest users of the OneNeighbor Platform, are referred to herein as “User(s)” or “you” or “your”.
This Agreement governs your access to and use of OneNeighbor’s website and technology platform located at oneneighbor.com (or any successor or affiliated URL) and via the OneNeighbor mobile application (collectively, the “OneNeighbor Platform"), including any content, functionality and Services offered on or through the OneNeighbor Platform, whether as a guest User or a registered User. The OneNeighbor Platform will primarily be used by registered Users who have created a User account, but certain aspects of the OneNeighbor Platform may be available to guest Users from time to time. All registered Users and guest Users are subject to this Agreement.
By clicking to accept or agree to this Agreement, or by otherwise accessing or using any aspect of the OneNeighbor Platform, you represent and warrant that: (a) if you are an individual, you are at least 18 years old, are of legal age to form a binding contract with OneNeighbor in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; (b) you have the right, authority and capacity to enter into this Agreement; and (c) if you are using the OneNeighbor Platform on behalf of an entity, and not as an individual, you are an authorized representative of that entity with the authority to bind that entity to this Agreement, and you agree that such entity will be bound by this Agreement.
PLEASE BE ADVISED: SECTION 23 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND ONENEIGHBOR WILL BE RESOLVED. THESE PROVISIONS REQUIRE THE SUBMISSION OF ALL SUCH DISPUTES ON AN INDIVIDUAL BASIS AND NOT AS A CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING. PLEASE REVIEW SECITON 23 CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE OR ACCESS THE ONENEIGHBOR PLATFORM OR THE SERVICES.
1. The OneNeighbor Platform
The OneNeighbor Platform provides a marketplace where Customers who seek home services, such as lawn mowing, pool cleaning, home cleaning, fertilization and weed control, pet waste removal and Christmas light installation and removal can be matched with Providers who provide such home services. The home services offered through the OneNeighbor Platform are referred to as “Services” or “the Services” in this Agreement.
Providers are business owners who are independent contractors of Customers and not employees, partners, representatives, agents, subcontractors or franchisees of OneNeighbor. OneNeighbor does not perform the Services and does not employ individuals or entities to provide the Services.
The OneNeighbor Platform seeks to provide Customers with the opportunity to obtain Services at better rates than they would pay if they sourced Services outside of the OneNeighbor Platform. To obtain better rates, OneNeighbor groups Customers into certain defined neighborhood or other geographic areas (each, a “Service Group”). OneNeighbor then offers Providers, through the OneNeighbor Platform, the opportunity to provide Services to Service Groups or to Service Routes (as defined below) at rates set by OneNeighbor and communicated to Providers via the OneNeighbor Platform. OneNeighbor also sets separate rates to be paid by Customers for the Services and communicates those rates to Customers via the OneNeighbor Platform, seeking to pass on some of the cost savings from this grouping process to Customers. Through this grouping process, the OneNeighbor Platform facilitates transactions between Customers and Providers. When Customers order Services through the OneNeighbor Platform, and when Providers agree to provide Services through the OneNeighbor Platform, such Users enter into a direct contractual relationship for the provision of Services at the respective rates set forth on the OneNeighbor Platform. OneNeighbor is not a party to such contractual relationships. OneNeighbor’s contractual obligations to Users are limited to the obligations set forth in this Agreement.
EXCEPT TO THE LIMITED EXTENT SET FORTH IN THIS AGREEMENT, ONENEIGHBOR DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR THE SERVICES PERFORMED BY PROVIDERS AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RESPONSIBILITY OR LIABILITY FOR THE SERVICES. ONENEIGHBOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ONENEIGHBOR MAKES NO REPRESENTATION REGARDING THE QUALITY, TIMELINESS, LEGALITY OR ANY OTHER ASPECT OF THE SERVICES. IF CUSTOMERS ARE DISSATISFIED WITH THE SERVICES, CUSTOMERS’ REMEDIES WITH RESPECT TO ONENEIGHBOR ARE LIMITED TO THOSE REMEDIES EXPRESSLY SET FORTH IN THIS AGREEMENT.
EACH CUSTOMER AGREES THAT ONENEIGHBOR IS NOT LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO PERSON OR PROPERTY THAT MIGHT BE CAUSED BY PROVIDERS IN THE PERFORMANCE OF THE SERVICES OR OTHERWISE. EACH PROVIDER AGREES THAT IT IS SOLELY RESPONSIBLE TO THE CUSTOMERS FOR WHOM SUCH PROVIDER PERFORMS SERVICES FOR ALL DAMAGE TO PERSON OR PROPERTY THAT MAY BE CAUSED BY SUCH PROVIDER
EACH PROVIDER AGREES THAT ONENEIGHBOR IS NOT LIABLE FOR ANY DAMAGE TO PERSON OR PROPERTY THAT MAY BE CAUSED BY A CUSTOMER WHILE PROVIDER IS PERFORMING SERVICES, INCLUDING ANY PERSONAL INJURY SUFFERED BY A PROVIDER OR ITS PERSONNEL OR ANY DAMAGE TO A PROVIDER’S PROPERTY. PROVIDERS ASSUME ALL RISK ASSOCIATED WITH CUSTOMER NEGLIGENCE OR OTHER ACTS OR OMMISSIONS OF CUSTOMERS WHICH AFFECT A PROVIDER’S PERFORMANCE OF THE SERVICES.
2. Changes to the Agreement
We reserve the right, in our sole discretion, to modify the Agreement at any time. Your continued use of the OneNeighbor Platform or Services after any such modifications will constitute your consent to such modifications and you will be bound by this Agreement, as modified, upon such continued use. If any modifications to this Agreement are unacceptable to you, you must deactivate your User account and immediately stop using the OneNeighbor Platform and the Services.
3. Provider Provisions
The provisions of this Section 3 apply to Providers.
Service Opportunities. At OneNeighbor’s discretion, Providers may be offered opportunities to provide Services to Customers located within specific physical routes specified on the OneNeighbor Platform (each, a “Service Route”). If OneNeighbor decides to offer a Service Route to you as a Provider, OneNeighbor will assign that Service Route to you on the OneNeighbor Platform and, if you desire to provide Services to any assigned Service Route, you must use the OneNeighbor Platform to agree to provide Services to that Service Route. OneNeighbor selects the Providers for each Service Route and each Service Group. Providers are not guaranteed an opportunity to provide Services to any Service Route or Service Group.
Service Routes are subject to change from time to time at OneNeighbor’s discretion based on various factors, including rate of Customer acquisition, composition of Service Groups, your performance as a Provider and other factors.
As a Provider, when you agree to provide Services to one or more Service Routes, you agree to provide such Services on the dates and times specified on the OneNeighbor Platform and at the rates specified on the OneNeighbor Platform (such rates, the “Job Fees”) to all current and future Customers included in any Service Route that you agree to service. As a Provider, you agree that the Job Fees for the Services that you perform for each Customer will be the amount specified on the OneNeighbor Platform for that Customer’s address at the time you provide the Services. You expressly authorize OneNeighbor to unilaterally set the amount of all Job Fees and Service Fees (as described in Section 4 below) that apply to the Services you provide through the OneNeighbor Platform and further authorize OneNeighbor to adjust the amount of all Job Fees and Service Fees from time to time. If, after you agree to provide any Services and such Services are scheduled, you determine that you are not willing to provide such Services for the Job Fees set forth on the OneNeighbor Platform, you may cancel the scheduled Services as set forth below in this Section 3 but will be subject to the potential consequences of such cancellation as set forth below in this Section 3.
Service Fees and Payment. As described in Section 4 below, Customers will be charged for the Services at the Service Fees quoted to Customers via the OneNeighbor Platform from time to time. In general, the Service Fees will exceed the Job Fees for each Service, and OneNeighbor will be entitled to retain the difference between the Service Fees and the Job Fees (the “Margin”) as compensation for the services that OneNeighbor performs pursuant to this Agreement. The Margin for each Service will be determined by OneNeighbor from time to time, in its sole discretion, and may be a fixed amount or based on a percentage of the Service Fees. Providers do not have access to Margin information on the OneNeighbor Platform.
To facilitate payment of the Job Fees to Providers, each Provider is required to register bank account details with OneNeighbor’s third-party payment processor. Each time a Provider completes Services, such Provider is required to mark the Services as completed (as well as recording all Service parameters) within the OneNeighbor Platform. Completed Services are eligible for payment after being marked completed, but payment processing may take up to five business days. OneNeighbor will process all payments to Providers through its third-party payment processor. Providers agree that they are not entitled to any interest on payments due to them and that all payments will be net of any amounts that OneNeighbor is required to withhold by law.
Representations. As a Provider, you represent, warrant and agree that you (a) are solely responsible for obtaining, and have obtained, the necessary licenses and/or certifications for performance of the Services that you agree to perform; (b) will not transfer or sell your User account, password and/or identification to any other party; (c) will be solely responsible for any and all liability that results from or is alleged to result from your provision of the Services, including, but not limited to personal injuries, death, and property damage; (d) will comply with all applicable laws, rules and regulations while providing the Services and will be solely responsible for any violations of such laws, rules or regulations; (e) will pay all applicable federal, state and local taxes based on the provision of the Services and any payments received by you as consideration for the Services (other than any sales taxes which may be collected and remitted by OneNeighbor on your behalf); (f) will not attempt to defraud OneNeighbor, or a Customer, in connection with the provision of the Services; (g) will not demand that a Customer pay in cash, or use a credit card reader or other payment service off of the OneNeighbor Platform, to accept payment for the Services; (h) will not engage in any other activity in a manner that is inconsistent with your obligations under this Agreement; (i) are solely responsible for conducting and maintaining background checks on all of your employees, assistants, helpers, subcontractors, and other personnel; (j) have a legal right to work in the jurisdiction in which you will provide the Services; (k) are regularly engaged in an independent business through which you offer services of the same nature as the Services and maintain an independent clientele apart from the Customers to whom you provide Services sourced through the OneNeighbor Platform; (l) are not an employee of OneNeighbor and are providing the Services as an independent contractor of the Customers; and (m) have all insurance required by applicable law to operate your business.
Cancellations. Providers may cancel a scheduled Service through the OneNeighbor Platform, but cancellations are serious matters and are subject to the provisions of this section. A Provider’s cancellation or failure to timely show up to perform a scheduled Service could negatively impact the Customer and OneNeighbor. Accordingly, a Provider’s cancellation of any scheduled Service on less than three business days’ advance notice or cancellation of two or more scheduled Services within a thirty-day period is a breach of this Agreement, and OneNeighbor may, in its sole discretion, elect to suspend or deactivate such Provider’s User account as a result. In addition, in the event of any such breach by a Provider, OneNeighbor will be entitled to retain all amounts otherwise owed to such Provider for Services performed under this Agreement to satisfy any damages suffered by OneNeighbor because of such breach. Notwithstanding the foregoing, a Provider’s cancellation of a scheduled Service pursuant to Section 6 in connection with an Adverse Condition will not be a violation of this Agreement. For the avoidance of doubt, this provision applies to cancellations of individually scheduled Services only. Should a Provider desire to deactivate its User account or discontinue its participation on the OneNeighbor Platform and provision of all scheduled Services, such Provider must follow the thirty-day notice required by Section 15.
Insurance. As a Provider, you agree to maintain, in full force and effect, all workers' compensation, occupational accident insurance, unemployment, general liability and other forms of insurance as may be required to operate your business and provide the Services, with policy limits sufficient to protect Customers and OneNeighbor from any damages resulting from your acts or omissions in performing the Services.
Service Costs. Providers are solely responsible for any costs or expenses incurred in connection with performance of the Services, and in no event will OneNeighbor reimburse, or be required to reimburse, Providers for any tools, materials, costs, or expenses used in connection with the Services. Providers will furnish and maintain, at their own expense, the tools, equipment, supplies, and other materials used to perform the Services. Each Provider, at such Provider’s sole discretion, will determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials.
Reimbursement of Resolution Costs. As set forth above, as a Provider, you are solely responsible for any damage to person or property that you may cause while performing the Services or otherwise. You agree (a) to pay or reimburse, as applicable, and on demand, all reasonable out-of-pocket expenses (including attorneys’ fees) incurred by OneNeighbor in connection with the resolution of any personal injury, property damage or other claims resulting from the Services that you perform and (b) that OneNeighbor will have the right to suspend your User account until OneNeighbor has received payment in full for all such amounts.
Non-Circumvention. As a Provider, you agree that you will not provide services to any Customer, or accept payment for such services, outside of the OneNeighbor Platform unless such services are not available through the OneNeighbor Platform and you have obtained written permission from OneNeighbor to provide such services. You will be liable to OneNeighbor for the Platform Fees (as described in Section 4 below) and the Margin that otherwise would have been payable for all services provided to Customers outside of the OneNeighbor Platform in breach of the previous sentence, in addition to all other remedies provided by applicable law (including injunctive relief). You agree to indemnify OneNeighbor for any attorneys’ fees and costs it incurs in collecting Platform Fees and Margin from you if you breach this non-circumvention provision. Further, OneNeighbor reserves the right to withhold all or a portion of the Job Fees otherwise due to you to recover any lost revenue because of your violation of this non-circumvention provision. For the avoidance of doubt, this non-circumvention provision does not preclude you from providing services to your other clientele so long as you did not locate such clientele through the OneNeighbor Platform.
Trademark Licenses. OneNeighbor uses the trademarks and service marks of the Providers on the OneNeighbor Platform to market the OneNeighbor Platform and the Services to Customers and other Providers and to administer the OneNeighbor Platform. In addition, OneNeighbor may provide links to the website of Providers through the OneNeighbor Platform. As a Provider, you hereby grant to OneNeighbor a non-exclusive, worldwide, transferable, sublicensable license to use your trademarks and service marks on the OneNeighbor Platform in connection with the marketing, promotion and administration of the OneNeighbor Platform and the Services at all times during which you are a Provider or maintain a User account. In addition, you hereby grant to OneNeighbor a license to link the OneNeighbor Platform to your website at all times during which you are a Provider or maintain a User account.
To the extent OneNeighbor has linked your website to the OneNeighbor Platform, OneNeighbor hereby grants you a non-exclusive, revocable, non-transferable, non-sublicensable limited license to display OneNeighbor’s name and logo on your website solely for purposes of marketing your provision of Services through the OneNeighbor Platform. You agree that OneNeighbor may revoke such license at any time in its sole discretion and further agree to remove OneNeighbor’s name and logo from your website promptly upon any request from OneNeighbor to do so.
4. Customer Provisions
The provisions of this Section 4 apply to Customers.
Service Fees. As a Customer, by subscribing to one or more recurring Services as part of one or more Service Groups through the OneNeighbor Platform, you are agreeing to pay a fee for each Service you receive each time such Service is performed (such fees, “Service Fees”). OneNeighbor determines the amount of the applicable Service Fees based on the category and market location of the Services and will communicate the Service Fees to you through the OneNeighbor Platform from time to time. The Service Fees are used to pay the Job Fees due to Providers for the provision of Services and to pay the Margin to OneNeighbor. Customers do not have access to Margin information on the OneNeighbor Platform.
To receive a better rate for Customers, OneNeighbor groups Customers into Service Groups and Service Routes and then offers Providers, through the OneNeighbor Platform, the opportunity to provide Services to Service Groups and/or Service Routes at rates set by OneNeighbor and communicated to Providers via the OneNeighbor Platform. Because OneNeighbor cannot guarantee the continuing availability of Providers at any given rate or the continued composition of any Service Group or Service Route, the Service Fees for recurring Services you have subscribed to on the OneNeighbor Platform are subject to change at any time and from time to time. If the Service Fees applicable to the recurring Services that you have subscribed for through your Service Group change, OneNeighbor will provide you notice of such change through the OneNeighbor Platform and your subscription will automatically continue with the new Service Fees for the Service Group.
OneNeighbor reserves the right to change the Service Fees at any time in OneNeighbor's sole and absolute discretion. Continued use of the OneNeighbor Platform or continued receipt of Services after any such change in the Service Fees will constitute your consent to such changes and agreement to pay the Service Fees.
OneNeighbor makes no guarantee that Service Fees, the identity of the Provider, or Provider quality will be the same or similar to the Service Fees, identity or quality of the initial Providers you receive Services from.
As a Customer, you will be responsible for promptly paying all Service Fees charged under your OneNeighbor account for Services you have subscribed for and been provided. The Service Fees are based on the selected parameters of the Services you subscribe for and, if the actual parameters are different than the parameters you select, the Service Fees may be adjusted by OneNeighbor and you agree to pay any such adjustments. For example, if you select a certain yard-size for lawn mowing services while ordering the Service on the OneNeighbor Platform, but OneNeighbor confirms that your yard-size was larger than selected, you agree to pay the Service Fee for the larger yard-size.
All Service Fees are quoted exclusive of all sales taxes and other similar taxes and Customers are responsible for the payment of all sales taxes and other similar taxes associated with purchase of the Services.
Platform Fee. As a Customer, in addition to the Service Fees, you agree to pay OneNeighbor a flat fee on each completed Service (such fees, "Platform Fees"). OneNeighbor will communicate the Platform Fees to you through the OneNeighbor Platform. OneNeighbor reserves the right to change the Platform Fees at any time in OneNeighbor's sole and absolute discretion. Continued use of the OneNeighbor Platform or continued receipt of Services after any such change in the Platform Fees will constitute your consent to such changes and agreement to pay the Platform Fees.
Interference with Services. If a Service cannot be performed on its scheduled date or time because your actions prevent such Service from being performed, you will still be responsible for payment of the Fees and Taxes (as defined below) for such Service. It is your responsibility to ensure that Providers have all requisite access to your property to properly perform the Services.
Tall Grass. If you are subscribed for lawn mowing services and your grass is higher than 8” tall when a scheduled lawn mowing service is performed, the Fees and Taxes for that lawn mowing service will be double the normal Fees and Taxes.
Excess Pet Waste. If you are subscribed for pet waste removal services and the Provider must spend longer than 30 minutes to complete a scheduled pet waste removal service due to excessive pet waste on your property, the Fees and Taxes for that pet waste removal service will be double the normal Fees and Taxes. OneNeighbor will add an additional charge to the Service Fee for that pet waste removal service.
Payments. To facilitate payment for the Services, you are required to register a credit, debit, or prepaid card with OneNeighbor’s payment processing service. You authorize us and the payment processing service(s) retained by us (currently, Stripe) to facilitate payment for the Services using the credit, debit or prepaid card information you provide. All payments transacted through Stripe will be subject to the Stripe Connected Account Agreement, currently located at https://stripe.com/connect/account-terms, which includes the Stripe Terms of Service, currently located at https://stripe.com/us/terms (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. You acknowledge and agree that OneNeighbor does not collect or retain your payment information and that all such information is collected and maintained by OneNeighbor’s payment processing service(s). You further agree that OneNeighbor is not liable to you if your payment information is compromised. You agree to hold OneNeighbor harmless from any damages that may result from compromise of your payment information.
OneNeighbor and its payment processing services retain the right, in their sole discretion, to seek authorization of and otherwise verify your selected payment method. In doing so, the payment processing service may place a non-charge authorization on your credit, debit or prepaid card, which may reduce your available credit by the authorization amount until the bank’s next processing cycle. Should the amount of any such authorization exceed the total funds on deposit in your account, you may be subject to overdraft or NSF charges or fees by the bank issuing your credit, debit or prepaid card. OneNeighbor is not responsible for any overdraft or NSF charges or fees and any recovery of said fees is solely between you and your bank.
Your credit, debit or prepaid card will be charged for all applicable Services (and OneNeighbor will issue an invoice for such Services) promptly after completion of the applicable Services. Charges for the Services will include (a) the Service Fees applicable to the Services, (b) the Platform Fees applicable to the Services and (c) all applicable federal, state and local taxes and/or fees (subparts (a) through (c) are referred to herein as “Fees and Taxes”). You agree that if payment fails for any reason, you will take all steps necessary and/or reasonably requested by OneNeighbor to promptly make such payment, including providing updated credit, debit or prepaid card information to OneNeighbor’s payment processing services. If any payment charged to your credit, debit or prepaid card is rejected or declined, OneNeighbor may, in its sole discretion, charge a rejected payment fee equal to the lesser of $100 or the highest amount allowed by applicable law.
Cancellation. You may cancel a scheduled Service through the OneNeighbor Platform without incurring liability for any portion of the Fees and Taxes so long as such cancellation occurs at least two business days before the scheduled Service. Any cancellations within two business days of a schedule Service will result in the entire amount of Fees and Taxes being assessed, even though the Service will not be performed by a Provider. A “business day” means a day other than a Saturday, Sunday, or a federal or state holiday. You assume all responsibility for cancelling a scheduled Service. OneNeighbor is not responsible for your failure to properly cancel a scheduled Service or your mistaken belief that any Service has been properly cancelled as provided above. You hereby agree to pay all Fees and Taxes associated with your failure or improper or incomplete attempt to cancel a Service.
Non-Circumvention. You agree not to circumvent the OneNeighbor Platform and/or OneNeighbor by using the OneNeighbor Platform to connect with a Provider and then engaging that Provider for Services outside of the OneNeighbor Platform.
Satisfaction Guaranteed Promises. You agree that any “satisfaction guaranteed” or similar statements by OneNeighbor in its marketing or promotional materials will not be deemed to modify the disclaimer of warranties provided in Section 19. OneNeighbor will deemed to have fulfilled any promises made by such statements by complying with the dispute resolution provisions in Section 14.
5. Provider Background and Identity Check Process
Providers are responsible for all background checks, identity checks, licenses, certifications, compliance with all federal, state and local regulations, and any other industry standard credentials for the Services they or their personnel perform.
Without limiting Providers’ responsibilities pursuant to the foregoing paragraph, OneNeighbor may require Providers to submit to a background or identity check process when the Provider creates a User account. Providers hereby give consent to OneNeighbor to conduct background and identity checks on Providers and their personnel, using third party services as appropriate, as OneNeighbor determines are appropriate or desirable. If the Provider is an entity, such background checks will generally be limited to the owner(s) of the Provider.
You acknowledge that, even if OneNeighbor performs background and/or identity checks on a Provider, OneNeighbor cannot confirm that such Provider is who they claim to be, and therefore, OneNeighbor cannot and does not assume any responsibility for the accuracy or reliability of the background or identity check.
When interacting with other Users, each User should exercise caution and common sense to protect their personal safety and property, just as you would when interacting with any person whom you do not know.
6. Adverse Conditions
If a Service cannot be performed on the date the Service is scheduled to be performed because of an Adverse Condition, the Service will be rescheduled to the following day and will be performed prior to other Services scheduled for the following day; provided that if such Service still cannot be performed on the following day due to an Adverse Condition (a) the Service will be rescheduled for each succeeding day until it is able to be performed if it is a Service that occurs on a bi-weekly basis and will be performed prior to other Services scheduled for such day and (b) the Service will be cancelled for that week if it is a Service that occurs on a weekly basis.
Customers agree that their regularly scheduled Services may not be performed on the scheduled date of Service due to Adverse Conditions or due to other Services that were rescheduled due to Adverse Conditions taking priority over their regularly scheduled Services as described in the preceding paragraph.
OneNeighbor will provide notice to Customers regarding all rescheduling of Services due to Adverse Conditions via the OneNeighbor Platform.
The Service Fee for any Services that are cancelled due to an Adverse Condition will be credited back to the Customer on the following billing cycle; provided that, if a Customer cancels all Services hereunder, OneNeighbor will instead provide a full refund.
“Adverse Condition” means a weather condition, flood, earthquake, fire, other act of God, accident, explosion, war, insurrection, riot, terrorist activity or other similar cause beyond the reasonable control of a Provider which, in each case, (a) prevents the Provider from reaching the location of Service, (b) would significantly affect the Provider’s ability to properly perform the Service, (c) would compromise the ability of the Provider to perform the Service in a reasonably safe manner or (d) would significantly affect the quality of the Service.
By becoming a User or using the OneNeighbor Platform, you expressly consent and agree to accept and receive electronic and other communications from us and our partners, including via email, text message, calls, prerecorded messages and push notifications to the telephone number and/or email address you provide to us when creating or updating your User account. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us or our partners may include operational communications concerning your User account or use of the OneNeighbor Platform or Services (including communications designed to facilitate communication between you and other Users), updates concerning features on the OneNeighbor Platform, promotional or marketing communications run by us or our partners, news concerning OneNeighbor or the home services industry or communications necessary for us to enforce this Agreement. You are not required to provide your consent to these communications as a condition of purchase on the OneNeighbor Platform. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send to you.
If you change or deactivate the phone number or email address you provided to us, you agree to update your User account information to help prevent us from inadvertently communicating with anyone who acquires your old number or email address.
If you wish to opt out of promotional emails, text messages, or other communications from us our partners, you may opt out by following the unsubscribe options provided to you in such promotional communications. You may opt out of receiving non-promotional communications from us or our partners at any time by deactivating your User account. You may continue to receive communications from us or our partners for a period while we work to deactivate your User account, and you may also receive communications from us confirming the deactivation of your User account.
8. Accessing the OneNeighbor Platform and Account Security
We reserve the absolute right and discretion to modify any aspect of the OneNeighbor Platform, and any Service we facilitate through the OneNeighbor Platform, with or without notice. We also reserve the absolute right and discretion to discontinue the OneNeighbor Platform. We will not be liable if, for any reason, all or any part of the OneNeighbor Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the OneNeighbor Platform, or the entire OneNeighbor Platform, for all Users or only for certain Users, for any reason or no reason.
You are responsible for:
● Making all arrangements necessary for you to have access to the OneNeighbor Platform; and
● Ensuring that all persons who access the OneNeighbor Platform through your User account are aware of and fully comply with this Agreement.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your User account is personal to you and agree not to provide any other person with access to the OneNeighbor Platform or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password, or any other breach of security that could affect your User account. You are solely responsible for maintaining the confidentiality of your User account and password, and you accept responsibility for all activities that occur under your User account, even if not authorized by you. OneNeighbor has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. You also agree that you will promptly log off from your User account at the end of each session. You should use caution when accessing your User account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by OneNeighbor, at any time, in our sole discretion, for any or no reason, including for your violation of any provision of this Agreement.
9. Intellectual Property
Subject to your complete and ongoing compliance with the terms and conditions of this Agreement, OneNeighbor hereby grants you a personal, limited, revocable, non-transferable, non-exclusive, non-sublicensable license to use the OneNeighbor Platform (a) if you are a Customer, solely for your own personal use or (b) if you are a Provider, solely for purposes of providing Services pursuant to this Agreement.
You may not modify, alter, reproduce, or distribute any portion of the OneNeighbor Platform. You may not rent, lease, lend, sell, redistribute or sublicense any portion of the OneNeighbor Platform. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, or create derivative works of, any portion of the OneNeighbor Platform. You may not attempt to disable or circumvent any security or other technological measure designed to protect the OneNeighbor Platform or any content available through the OneNeighbor Platform
The OneNeighbor Platform and its contents features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by OneNeighbor, its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. OneNeighbor’s name and logo and all related names, logos, product and service names, designs, and slogans included on the OneNeighbor Platform are trademarks of OneNeighbor. You must not use such marks without the prior written permission of OneNeighbor. All other names, logos, product and service names, designs, and slogans on the OneNeighbor Platform are the trademarks of their respective owners.
Except as permitted herein, you may not access or use, for any commercial purposes, any part of the OneNeighbor Platform or any Services or materials available through the OneNeighbor Platform.
If you breach these license restrictions, or otherwise exceed the scope of the licenses granted in this Agreement, then you may be subject to prosecution and liability for infringement of intellectual property rights, your right to use the OneNeighbor Platform will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made
No right, title or interest in or to the OneNeighbor Platform or any content on the OneNeighbor Platform is transferred to you, and OneNeighbor reserves all rights not expressly granted in this Agreement. Any use of the OneNeighbor Platform not expressly permitted by this Agreement is a breach of this Agreement, and may violate copyright, trademark, and other laws.
10. Prohibited Uses
You may use the OneNeighbor Platform only for lawful purposes and in accordance with this Agreement. You agree not to use the OneNeighbor Platform.
● In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
● To exploit, harm, or attempt to exploit or harm minors by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
● To impersonate or attempt to impersonate OneNeighbor, a OneNeighbor employee, another User, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
● To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the OneNeighbor Platform, or which, as determined by us, may harm OneNeighbor or other Users of the OneNeighbor Platform, or expose the foregoing parties to any loss, liability, and/or damages.
● In any manner that could disable, overburden, damage or impair the OneNeighbor Platform.
In addition, you agree not to:
● Use any robot, spider, or other automatic device, process, or means to access the OneNeighbor Platform for any purpose, including monitoring or copying any of the material on the OneNeighbor Platform.
● Use any manual process to monitor or copy any of the material on the OneNeighbor Platform.
● Use any device, software or routine that interferes with the functionality of the OneNeighbor Platform.
● Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful into the OneNeighbor Platform.
● Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the OneNeighbor Platform, the server on which the OneNeighbor Platform is stored, or any server, computer or database connected to the OneNeighbor Platform.
● Attack the OneNeighbor Platform via a denial-of-service attack or a distributed denial-of-service attack.
11. Digital Millennium Copyright Act
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the OneNeighbor Platform, you may contact our agent at email@example.com, Attn: OneNeighbor Copyright Compliance Team.
Any notice alleging that materials hosted by or distributed through the OneNeighbor Platform infringe upon the intellectual property rights of another must include the following information:
● an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, or other intellectual property right, allegedly infringed;
● a description of the protected work and/or material which you claim to be infringing;
● a description of where the allegedly infringing work or material is located on the OneNeighbor Platform;
● your name, address, telephone number, and email address;
● a statement by you that you have a good faith belief that the use of the allegedly infringing material on the OneNeighbor Platform is not authorized by the owner of the intellectual property right owner or its agent, or is prohibited by law; and
● a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner, or authorized to act on the copyright or intellectual property owner's behalf.
OneNeighbor will promptly terminate, without notice, the accounts of Users who have been notified of infringing activity or who have had User Contributions (as defined below) removed from the platform at least twice.
12. User Contributions
The OneNeighbor Platform may contain profiles and other interactive features (collectively, "Interactive Services") that allow Users to post, submit, publish, display, share or transmit to other Users (hereinafter, "posting") content, photographs, images, or other related materials (collectively, "User Contributions") on or through the OneNeighbor Platform, including User-supplied profile pictures and Services-related photos
User Contributions will be considered non-confidential and non-proprietary. By posting any User Contribution on the OneNeighbor Platform, you hereby grant us, and our licensees, successors, and assigns, the right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any User Contribution for any purpose. By posting or sharing User Contributions with other Users, to the fullest extent permitted under applicable law, you grant those Users a non-exclusive license to access and use those User Contributions as permitted by this Agreement and the functionality of the OneNeighbor Platform. The foregoing rights granted to OneNeighbor and other Users apply in any media and are perpetual, non-exclusive, unrestricted, royalty-free, worldwide, irrevocable, transferable, and sub-licensable. You hereby releases OneNeighbor from (and will not bring any) proceeding, whether known or unknown, for defamation, invasion of right to privacy, publicity, or any claim or cause of action which in any way arises from, or relates to, the content, use, or disclosure of your User Contributions.
You represent, warrant and agree that:
● You own or control all rights in and to the User Contributions and have the right to grant the above-referenced licenses.
● Your User Contributions, and the use of your User Contributions as contemplated by this Agreement, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right and/or interest; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (c) be obscene, indecent, abusive, offensive, harassing, violent, inflammatory, contain nudity or be harmful to minors, (d) be infected with viruses, worms, trojan horses, malware, or other technologically harmful devices and/or programs; (e) cause OneNeighbor to violate any federal, state, or local law or applicable regulation; (f) be likely to deceive any person; or (g) promote any illegal activity, or advocate, promote, or assist any unlawful act.
● You are solely responsible for any User Contributions including, without limitation, the legality, reliability, accuracy, and appropriateness thereof.
● You understand that OneNeighbor is not responsible or liable to you or any third party for the content or accuracy of any User Contributions posted by you or any other User of the OneNeighbor Platform.
● All your User Contributions do and will comply with this Agreement
13. Monitoring and Enforcement
We have the right to:
● In our sole discretion, remove or refuse to post any User Contributions for any reason, or no reason.
● Take any action with respect to any User Contribution that we deem necessary or appropriate, in our sole discretion, including if we believe that such User Contribution violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users or the public, or could create liability for OneNeighbor.
● Disclose your identity or other information about you to any third party who claims that User Contributions posted by you violates their rights, including their intellectual property rights or their right to privacy.
● Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the OneNeighbor Platform.
● Terminate or suspend your access to all or part of the OneNeighbor Platform, for any or no reason, including without limitation any violation of this Agreement.
Notwithstanding anything to the contrary in this Agreement, OneNeighbor is under no obligation to edit or control User Contributions that Users post or publish, and we expressly disclaim all liability in connection with User Contributions. You understand that when using the OneNeighbor Platform you will be exposed to User Contributions from a variety of sources and acknowledge that User Contributions may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against OneNeighbor with respect to User Contributions.
You agree and acknowledge that OneNeighbor has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of Users or of anyone posting any materials on or through the OneNeighbor Platform. YOU WAIVE AND HOLD HARMLESS ONENEIGHBOR AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS AND STOCKHOLDERS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, INVESTIGATIONS BY SUCH PARTIES, THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
14. User Disputes
We understand that occasionally disputes may arise between or among our Users regarding the Services. If a Customer is unsatisfied with the quality, timeliness, completeness, professionalism or any other aspect of the Services (a “Dispute”), such Customer agrees to notify OneNeighbor of such Dispute within two business days of the date the Services were completed by contacting OneNeighbor at firstname.lastname@example.org. Customers must provide a reasonably detailed description of the facts and circumstances leading to the Dispute.
Upon receipt of a Customer’s notice of a Dispute, OneNeighbor will conduct an independent investigation of the Dispute and the Services subject thereto. Customers and Providers agree to cooperate in good faith with such investigation and to provide OneNeighbor with all information reasonably requested by OneNeighbor in connection with such investigation.
If OneNeighbor determines, in its sole discretion after conducting the investigation, that the Customer’s dissatisfaction with the Services is warranted, the Provider involved in the Dispute will be given an opportunity to correct the issue causing the Customer’s dissatisfaction, which may include reperforming part or all of the Service. Customers agree to allow Providers an opportunity to correct the issue causing the Customer’s dissatisfaction. If the Provider involved in the Dispute declines the opportunity to correct the issue or is unable to correct the issue to the Customer’s satisfaction, such Provider will immediately refund to OneNeighbor all Job Fees paid for the Services which are subject to the Dispute and OneNeighbor may either send another Provider to perform the Services without additional charge, provide a refund to the Customer in the form of a credit for future Services or provide a cash refund to the Customer. Providers agree that OneNeighbor is entitled to offset against Job Fees otherwise due to Providers to the extent they do not refund to OneNeighbor any amounts due pursuant to this Section.
All Users agree and acknowledge that OneNeighbor will not be responsible or liable to Users for any determinations or decisions related to a Dispute under this Section. OneNeighbor’s sole responsibility related to Disputes is as set forth in this Section and Users agree to hold harmless OneNeighbor and its affiliates, licensors, service providers, officers, directors, employees, investors, contractors, agents, attorneys, successors and assigns for all acts or omissions of OneNeighbor taken pursuant to this Section in connection with any Dispute.
ONENEIGHBOR IS NOT AFFILIATED WITH ANY PROVIDER OR CUSTOMER. ANY DISPUTE THAT CUSTOMERS MAY HAVE WITH PROVIDERS OR VICE-VERSA ARE DIRECTLY BETWEEN SUCH CUSTOMERS AND SUCH PROVIDERS AND ALL USERS IRREVOCABLY RELEASE ONENEIGHBOR AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, INVESTORS, CONTRACTORS, AGENTS, ATTORNEYS, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
15. Term and Termination
You are bound by this Agreement upon your acceptance of this Agreement.
Customers may discontinue their use of the OneNeighbor Platform at any time and for any reason by deactivating their User account. Customers may discontinue subscription to one or more Services at any time and for any reason by notifying OneNeighbor of their election to discontinue such Services through the OneNeighbor Platform.
Providers who desire to deactivate their User account and discontinue their participation on the OneNeighbor Platform and provision of all scheduled Services may only do so upon thirty days’ prior written notice to OneNeighbor. If a Provider fails to give the required thirty-day notice before deactivating their User account, discontinuing their participation on the OneNeighbor Platform or terminating their provision of all scheduled Services, such failure will be a breach of this Agreement and OneNeighbor will be entitled to retain all amounts otherwise owed to such Provider for Services performed under this Agreement to satisfy any damages suffered by OneNeighbor because of such breach. Subject to the foregoing, Providers may discontinue their use of the OneNeighbor Platform by deactivating their User account.
OneNeighbor may suspend or deactivate any User account or revoke any User’s permission to access the OneNeighbor Platform, at any time, for any reason. We reserve the right to refuse access to the OneNeighbor Platform to any User for any reason not prohibited by law. The terms of this Agreement, and any subsequent modifications of this Agreement, will remain effective after you or OneNeighbor suspend or deactivate your User account or terminate your participation or access to the OneNeighbor Platform or Services.
16. Status of Content
We may update the content on the OneNeighbor Platform from time to time, but its content is not necessarily complete or up to date. Any of the material on the OneNeighbor Platform may be out of date at any given time, and we are under no obligation to update such material. We make no representations or warranties regarding the accuracy or completeness of the content on the OneNeighbor Platform.
17. Links from the OneNeighbor Platform
If the OneNeighbor Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the OneNeighbor Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
18. Confidential Information
OneNeighbor's Confidential Information. You acknowledge that the Confidential Information (as hereinafter defined) of OneNeighbor is a valuable, special and unique asset of OneNeighbor and agree that you will not, while your User account is active and for five years thereafter, disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than use of the OneNeighbor Platform in accordance with this Agreement. If applicable, you may disclose the Confidential Information to your authorized employees and agents to facilitate your use of the OneNeighbor Platform so long as they are bound to maintain the confidentiality of Confidential Information. You will promptly notify OneNeighbor in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You will use best efforts to protect the Confidential Information from unauthorized disclosure, transfer or use. You will return all originals and any copies of all materials containing Confidential Information to OneNeighbor upon OneNeighbor’s request or upon deactivation of your User account.
The term "Confidential Information" means OneNeighbor's confidential and proprietary information and all other information and data of OneNeighbor that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information will be deemed to include technical data, know-how, trade secrets, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed, directly or indirectly, in writing, orally, or by drawings or observation.
Customer's Confidential Information. Providers understand that in performing the Services they will receive certain private information regarding the Customers and will have access to their homes and personal belongings. Except upon order of government authority (e.g., court of law or other administrative agency) having jurisdiction, or upon express written consent by the Customer, Providers agree that they will not publish, disseminate or disclose, for their own benefit or the benefit of any third party, any private information regarding the Customers, including addresses, telephone numbers and/or financial information. Providers further agree not to engage in any activity which violates the privacy of any Customers, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of Customers or their homes or their personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Providers acknowledge that their failure to comply with the foregoing will constitute a material breach of this Agreement.
19. Disclaimer of Warranties
YOUR USE OF THE ONENEIGHBOR PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ONENEIGHBOR PLATFORM IS AT YOUR OWN RISK. THE ONENEIGHBOR PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ONENEIGHBOR PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, GOOD AND WORKMANLIKE SERVICES AND NON-INFRINGEMENT. ONENEIGHBOR HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, ONENEIGHBOR MAKES NO WARRANTY OR REPRESENTATION (A) WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE ONENEIGHBOR PLATFORM OR ITS CONTENT OR (B) THAT THE ONENEIGHBOR PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE ONENEIGHBOR PLATFORM, OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE ONENEIGHBOR PLATFORM, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ONENEIGHBOR PLATFORM, WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
You understand that we cannot, and do not, guarantee or warrant that files available for downloading from the Internet or the OneNeighbor Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our site for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment (including mobile devices), computer programs, data or other proprietary material due to your use of the OneNeighbor Platform or any Services or items obtained through the OneNeighbor Platform or your downloading of any material posted on the OneNeighbor Platform or on any website or other platform linked to the OneNeighbor Platform.
The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
20. Limitation on Liability
YOU ACKNOWLEDGE AND AGREE THAT ONENEIGHBOR IS ONLY WILLING TO PROVIDE THE ONENEIGHBOR PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. IN NO EVENT WILL ONENEIGHBOR OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, INVESTORS, CONTRACTORS, AGENTS, ATTORNEYS, SUCCESSORS OR ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE ONENEIGHBOR PLATFORM, ANY WEBSITE OR OTHER PLATFORM LINKED TO IT, ANY CONTENT ON THE ONENEIGHBOR PLATFORM OR SUCH OTHER LINKED WEBSITES OR PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ONENEIGHBOR PLATFORM OR SUCH OTHER WEBSITES OR PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE AND WHETHER SUCH DAMAGES ARE FORESEEABLE OR UNFORESEEABLE.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ONENEIGHBOR OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, INVESTORS, CONTRACTORS, AGENTS, ATTORNEYS, SUCCESSORS OR ASSIGNS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ANY SUCH PERSONS, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL USE FEES PAID BY YOU TO ONENEIGHBOR (IF YOU ARE A PROVIDER) OR TOTAL JOB FEES PAID BY YOU TO ONENEIGHBOR (IF YOU ARE A CUSTOMER), DURING THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and hold harmless OneNeighbor and its affiliates, licensors, service providers, officers, directors, employees, investors, contractors, agents, attorneys, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (a) your violation of this Agreement, (b) your use of or inability to use, or your participation on, the OneNeighbor Platform, including, but not limited to, any use of the OneNeighbor Platform's content, Services, and products other than as expressly authorized in this Agreement, or use of any information obtained from the OneNeighbor Platform, (c) your participation in Services, or your ability or inability to perform or obtain the performance of Services or to receive payment therefore; (d) your violation of any law, or the rights of any User or third party; (e) your failure to abide by your representations and warranties in this Agreement, and (f) any content submitted by you or using your User account to the OneNeighbor Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. OneNeighbor reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of OneNeighbor.
22. No Class Actions; Arbitration
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND ONENEIGHBOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE ONENEIGHBOR PLATFORM ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and OneNeighbor agree otherwise, a court may not consolidate any other person's claims against OneNeighbor with your claims and may not otherwise preside over any form of a representative or class proceeding related to your claims against OneNeighbor, to the fullest extent permitted under applicable law.
At OneNeighbor’s sole discretion, it may require you to submit any disputes arising from this Agreement or your use of the OneNeighbor Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Texas law.
23. Governing Law; Jurisdiction
This Agreement is governed by and interpreted pursuant to the laws of the State of Texas, notwithstanding any choice or conflict of law provision or rule, whether of the State of Texas or any other jurisdiction. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the OneNeighbor Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in Collin County, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your state of residence or any other relevant state. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
24. Waiver and Severability
No waiver by OneNeighbor of any term or condition set forth in this Agreement will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of OneNeighbor to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to affect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
25. Entire Agreement
This Agreement may not be assigned or transferred by you without OneNeighbor's prior written consent. You agree that this Agreement and all incorporated agreements may be assigned without limitation by OneNeighbor, in our sole discretion.
This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
28. Comments and Concerns
All feedback, comments, requests for technical support and other communications relating to the OneNeighbor Platform should be directed to email@example.com.