Qleen Terms of Service
These Terms of Use constitute a legally binding agreement (the “Agreement”) between you and Qleen, Inc (“we,” “us,” or “our” and DBA Queen of Maids) that governs your access or use of the applications, websites, content, products, and services (collectively, the “Qleen Platform”) made available by Qleen.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH Qleen ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
By entering into this Agreement, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions below) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE QLEEN PLATFORM.
1. The Qleen Platform
Qleen PROVIDES A MARKETPLACE PLATFORM where persons who seek home services (“Service Requesters” or “Requestors”) can be matched with persons, companies, or entities offering home services (“Service Providers” or “Providers”). Requesters and Providers are collectively referred to herein as “Users,” and each User can create a User account that enables access to the Qleen Platform. For purposes of this Agreement, the services provided by Providers to Requesters that are matched through the Platform shall be referred to collectively as the “Services” or “Home Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each Service provided by a Provider to a Requester shall constitute a separate agreement between such persons and/or entities.
2. Relationship with Qleen
As a Provider on the Qleen Platform, you acknowledge and agree that you and Qleen are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. As a Provider you and Qleen expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Qleen; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Qleen, and you undertake not to hold yourself out as an employee, agent or authorized representative of Qleen. Qleen does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your service supplies. You retain the sole right to determine when, where, and for how long you will utilize the Qleen Platform. You retain the option to accept or to decline or ignore a Requester’s request for Services via the Qleen Platform, or to cancel an accepted request for Services via the Qleen Platform, subject to Qleen’s then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, Qleen shall have no right to require you to: (a) display Qleen’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Qleen’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities. As a Provider you bear all of your own expenses that are incurred in performing Services. You acknowledge and agree that you are responsible for and will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.
3. Modification to the Agreement
Qleen reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. In the event Qleen modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Continued use of the Qleen Platform or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).
4. Eligibility
The Qleen Platform may only be used by a person or organization, including an individual, corporation, limited liability company, partnership, sole proprietor or other entity, who can form legally binding contracts under applicable law. The Qleen Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old or a legally registered entity and that you have the right, authority, and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons or entities to use your User account, and you agree that you are the sole authorized user of your account.
Background Checks. Qleen checks the backgrounds of Providers via third party background check services. However, each Requester should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know. BY USING THE QLEEN PLATFORM, THE REQUESTER AGREES TO HOLD QLEEN FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE PROFESSIONAL SERVICES. QLEEN IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROVIDERS OR REQUESTERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY PROVIDER SERVICES.
5. Qleen Guarantee; Claims
The Qleen Guarantee is available to Requesters and is the sole liability of Qleen to Requesters for the performance of Services. If you are not satisfied with the quality of the initial Service requested and paid for through the Qleen Platform, then Qleen will send another Provider to re-perform the Service ordered at no additional charge to the Requester.
The Qleen Guarantee provides limited additional protections for Completed Services. Subject to the exclusions below and the terms and conditions and limitations described here, if you are unhappy with the performance of the Service Provider, Qleen, in its discretion, will either (a) have the Completed Service recompleted or (b) compensate Requesters the lowest amount of: (1) subject to the exclusions below, up to USD $2,500 per occurrence for losses arising from property damage as a direct result of negligence of a Service Provider during performance of a Service or (2) up to USD $1,000 for losses arising from damage to floors and items containing granite, marble or any other stone work as a direct result of negligence of a Service Provider during the performance of a Service the amount shall be limited to up to USD $1,000; or (3) up to USD $2,500, in the aggregate, for losses arising from theft of a Requester’s property by a Service Provider during performance of a Booked Service. The service Requester is eligible for the Qleen Guarantee provided that the Requester reports the issue within seventy-two (72) hours of the Professional Service appointment to our Requester service by visiting the Qleen Help Center at www.qleen.com/help. If the Service Requester does not report the issue within seventy-two (72) hours of the Professional’s completion of the Professional Service, the claim is ineligible for the Qleen Guarantee. For Recurring Services, each Professional Service is treated as a separate occurrence.
Guarantee Conditions & Exclusions; Your Primary Insurance. If you carry insurance that would cover you in the event of a claim (as listed, such as renter’s insurance, homeowner’s insurance, automobile insurance or an umbrella policy (“Personal Insurance”), You agree that your Personal Insurance is primary and the Qleen Guarantee is secondary. The Qleen Guarantee will only compensate for losses to the extent not otherwise covered by Your Personal Insurance and only as described within these terms.
Coverage Under the Qleen Guarantee. A Requester will be covered under the Qleen Guarantee for every Service, subject to the exclusions below, provided:
The Service is agreed to between a Requester and a Provider through the Qleen Platform, performed by the Provider hired by the Requester and paid for in full through the Qleen Platform;
Your Booking does not violate Qleen’s Terms of Use;
You have reported the claim within 72 hours of the Service;
You have filed a full claim form within 7 days;
Your Qleen account is in good standing with no outstanding balances owed to Qleen or Providers.
The Requester has identified fragile and other breakable items and communicated the location and identity of those items to the Professional prior to the start of the Service; and
The Requestor has accounted for and secured all valuables prior to the start of a Service.
What is excluded from the Qleen Guarantee. The “Qleen Guarantee” does not cover the following:
losses arising out of acts of nature, including, but not limited to, pollution, earthquakes and weather related events such as hurricanes and tornadoes;
losses arising out of interruption of business, loss of market, loss of income and/or loss of use;
losses for property damage and theft exceeding the original value and/or replacement value for such property, less any standard depreciation;
losses arising from negligence of a Requester or third party;
losses arising from a manufacturer’s or a product’s defects;
losses from pre-existing damages or conditions of the item or property;
losses arising from items supplied by the Requester or due to Requester recommendations (e.g., if a manufacturer recommends affixing furniture to a wall and a Requester declines to have furniture affixed, etc);
losses arising from flooding and/or water damage including mold, fungi or bacteria;
losses arising from products containing hazardous or harmful materials, acts of terrorism, product liability, or pollution;
losses of cash, third party gift cards, and securities;
losses as a result of theft of property in excess of USD 5,000 or any other intentional wrongful act by a Professional;
losses arising from normal wear and tear;
losses for items that retain their functionality;
losses based on sentimental and/or undocumented intangible value;
losses related to repairs outside of the area where the Professional Services were performed;
losses of pets, personal liability or damage to shared or common areas;
losses arising from shipping costs and/or shipping of replacement items and/or taxes incurred in purchasing the original and/or replacement items;
losses of theft without a valid police report, if requested by Qleen; and losses with insufficient documentation.
How to Submit a Claim. Report of a claim must be made 72 after booking occurs. After submitting your first report, you will be asked to complete the full claim form within 7 days of receipt. We urge you to read through these terms and conditions prior to submitting a claim. All claims will be reviewed on a case-by-case basis. During Qleen’s claims assessment process, you may be required to provide written detailed: (i) proof of ownership of damaged/missing item (ii) proof of value of damaged/missing item and (iii) proof of damage or loss. If such information is requested, you will have 30 days from the date of the request to send Qleen the requested information. If you fail to provide the requested information within the 30 day time period and/or fail to contact Qleen to arrange for an extension of time, your claim will be considered closed. You also agree to: (i) protect and preserve any damaged property that is the basis of a claim from further damage, (ii) assist and allow Qleen or its insurers access to inspect and make copies, photographs and recordings of anything relating to the claim, (iii) accept repairs and/or remediation by a Provider, (iv) accept a replacement only if repairs are proven not to be an option, (v) submit requested materials by the dates outlined by the Qleen resolutions team, and (vi) accept a replacement item subject to the standard depreciation of that item.
If Any Part of Your Claim is Approved. If any part of your claim is approved, then as a condition to any payment to you under the Qleen Guarantee, you will be required to execute and deliver to Qleen a release agreement and assign to Qleen or its insurer any rights and remedies you may have to recover amounts paid to you with respect to an approved claim from any party that is financially responsible for the approve claims and any rights in any property that is recovered
6. Charges
As a Requester, you agree to pay the amounts charged for your use of the Qleen Platform and Services (“Charges”). Charges include the cost for Services and other applicable fees, surcharges, and taxes as set forth on your market’s Qleen booking page (visit www.Qleen.com/book and enter your zip code to see pricing), plus any tips to the Provider that you elect to pay. Qleen has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to the Qleen booking page (after entering your zip code). Pricing may vary based on the type of service you request (e.g., standard cleaning, deep cleaning, etc) as described on the Qleen booking page. You are responsible for reviewing the applicable Qleen booking page and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.
Prices for Services. There are two types of pricing, flat-rate and hourly.
Flat-Rate Pricing. Flat-rate pricing consists of a standard charge based on the details of a home and requested home service and add-on charges based on additional parameters that are selected by the Requester. Flat-rate pricing is based on current market trends and pricing for the market in which you are seeking Services or providing Services.
Hourly Pricing. Hourly pricing is based on current market trends and pricing for the market in which you are seeking Services or providing Services.
Quoted Home Service Fees. In some cases Qleen may quote you a home service fee at the time of your request. The quote is subject to change dending on the overall condition of your home and the confirmation that correct home details were provided by the Requester. If during your home service you change your requested Services or a Provider confirms that the home details as provided by the Requester are incorrect or false, we may cancel the home service fee quote and charge an adjusted home service fee based on the true details of the home and the conditions in the home. Qleen does not guarantee that the quoted home service fee price will be the price will not change, especially when details or conditions of the home were not represented accurately or fully by the Requester when booking the Service.
Fees and Other Charges.
Service Fee. Qleen may assess a per-home service “Service Fee” to support the Qleen Platform and related services provided to you by Qleen. The amount of the Service Fee may vary but shall be retained by Qleen in its entirety.
Cancellation Fee. After requesting a home service you may cancel it through the platform, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to allow access to the home after scheduling a home service.
Damage Fee. If a Requester reports that you, as a Provider, have materially damaged the Requester’s home, premises, or other property, you agree to pay a “Damage Fee” of up to $250 depending on the extent of the damage (as determined by Qleen in its sole discretion), towards property repair or cleaning. Qleen reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee. Collected Damage Fees will be passed in their entirety to the Requester whose property was damaged.
Other Charges. Other fee and surcharges may apply to your home service, including: actual or anticipated, state or local fees, event fees as determined by Qleen or its marketing partners, and processing fees for split payments. In addition, where required by law Qleen will collect applicable taxes. These other charges are not shared with your Provider unless expressly stated otherwise.
Tips. Following a home service, you may elect to tip your Provider in cash or through the Qleen application.
General.
Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g., Stripe, Inc., or Braintree, a division of PayPal, Inc.). Qleen may replace its third-party payment processing services without notice to you. Charges shall only be made through the Qleen Platform.
Credit Card Authorization. Upon addition of a new payment method or each home service request, Qleen may seek authorization of your selected payment method to verify the payment method, ensure the home service cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank. Check out our Help Center to learn more about our use of pre-authorization holds.
7. Payments
If you are a Provider, you will receive payment for your provision of Services. All home service fee payments are subject to a Qleen Commission, discussed below. You will also receive any tips provided by Requesters to you, and tips will not be subject to any Qleen Commission. Qleen will process all payments due to you through its third party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law.
Commission. In exchange for permitting you to offer your Services through the Qleen Platform and marketplace as a Provider, you agree to pay Qleen (and permit Qleen to retain) a fee based on each transaction in which you provide Services (the “Commission”). Qleen reserves the right to change the Commission at any time in Qleen’s discretion based upon local market factors, and Qleen will provide you with notice in the event of such change. Continued use of the Qleen Platform after any such change in the Commission calculation shall constitute your consent to such change.
Pricing. You expressly authorize Qleen to set the prices on your behalf for all Charges that apply to the provision of Services. Qleen reserves the right to change the home service fee schedule at any time in our discretion based upon local market factors, and we will provide you with notice in the event of changes to the home service fee.
Home Service Fee Adjustment. Qleen reserves the right to adjust or withhold all or a portion of home service fees if it believes that (i) you have attempted to defraud or abuse Qleen or Qleen’s payment systems, (ii) in order to resolve a Requester complaint (e.g., you provided an inefficient service or failed to properly perform all or part of Services. Qleen’s decision to adjust or withhold the home service fee in any way shall be exercised in a reasonable manner.
8. Qleen Communications
By becoming a User, you agree to receive communications from us, including via email, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Qleen, its affiliated companies and/or Providers, may include but are not limited to: operational communications concerning your User account or use of the Qleen Platform or Services, updates concerning new and existing features on the Qleen Platform, communications concerning promotions run by us or our third- party partners, and news concerning Qleen and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” TO (866) 746-2704 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE Qleen PLATFORM OR THE SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM Qleen (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” TO (866) 746-2704 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE Qleen PLATFORM OR THE SERVICES.
9. Your Information
Your Information is any information you provide, publish or post to or through the Qleen Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Qleen-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Qleen Platform and participate in the Services. Our collection and use of personal information in connection with the Qleen Platform and Services is as provided in Qleen’s Privacy Policy located at www.Qleen.com/privacy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Qleen to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Qleen does not assert any ownership over your Information; rather, as between you and Qleen, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.
10. Promotions and Referral Programs
Qleen, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Qleen. Qleen reserves the right to withhold or deduct credits or benefits obtained through a promotion the event that Qleen determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.
As part of your User account, Qleen may provide you with or allow you to create a “Qleen Code,” a unique alphanumeric code for you to distribute to friends, family and other persons (each a “Referred User”) to become new Qleen Requesters (“Referred Requesters”) or Providers (“Referred Providers”). Qleen Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Qleen Code. You are prohibited from advertising Qleen Codes, including but not limited to: Google, Facebook, Twitter, Bing and Craigslist. Qleen reserves the right to deactivate or invalidate any Qleen Code at any time in Qleen’s discretion.
From time to time, Qleen may offer you with incentives to refer new Users to the Qleen community (the “Referral Program”). These incentives may come in the form of Qleen Credits, and Qleen may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion.
11. Restricted Activities
With respect to your use of the Qleen Platform and your participation in the Services, you agree that you will not:
impersonate any person or entity;
stalk, threaten, or otherwise harass any person, or carry any weapons;
violate any law, statute, rule, permit, ordinance or regulation;
interfere with or disrupt the Services or the Qleen Platform or the servers or networks connected to the Qleen Platform;
post Information or interact on the Qleen Platform or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
use the Qleen Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Qleen Platform;
“frame” or “mirror” any part of the Qleen Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Qleen Platform or any software used on or for the Qleen Platform;
rent, lease, lend, sell, redistribute, license or sublicense the Qleen Platform or access to any portion of the Qleen Platform;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Qleen Platform or its contents;
link directly or indirectly to any other web sites;
transfer or sell your User account, password and/or identification to any other party
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
cause any third party to engage in the restricted activities above.
12. Provider Representations, Warranties and Agreements
By providing Services as a Provider on the Qleen Platform, you represent, warrant, and agree that:
You possess a valid Provider’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority, if applicable, to provide home services to Requesters in all jurisdictions in which you provide Services.
You will only provide Services using background checked individuals, as completed via a 3rd party service through Qleen, and approved by Qleen, and for which a photograph has been provided to Qleen.
You will not make any misrepresentation regarding Qleen, the Qleen Platform, the Services or your status as a Provider.
You will not attempt to defraud Qleen or Requesters on the Qleen Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable home service fees or other payments for the home service(s) in question.
You will make reasonable accommodation for Requesters and/or for service animals, as required by law
You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
You have a valid policy of business liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the engagement in providing Services.
You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.
13. Intellectual Property
All intellectual property rights in the Qleen Platform shall be owned by Qleen absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Qleen Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Qleen. Qleen shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Qleen and other Qleen logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Qleen in the United States and/or other countries (collectively, the “Qleen Marks”). If you provide Services as a Provider, Qleen grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Qleen Marks solely in connection with providing the Services through the Qleen Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Qleen’s prior written permission, which it may withhold in its sole discretion. The Qleen Marks may not be used in any manner that is likely to cause confusion.
You acknowledge that Qleen is the owner and licensor of the Qleen Marks, including all goodwill associated therewith, and that your use of the Qleen Marks will confer no additional interest in or ownership of the Qleen Marks in you but rather inures to the benefit of Qleen. You agree to use the Qleen Marks strictly in accordance with Qleen’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Qleen determines to nonconforming or otherwise unacceptable.
You agree that you will not: (1) create any materials that incorporate the Qleen Marks or any derivatives of the Qleen Marks other than as expressly approved by Qleen in writing; (2) use the Qleen Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Qleen Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Qleen’s rights as owner of the Qleen Marks or the legality and/or enforceability of the Qleen Marks, including, without limitation, challenging or opposing Qleen’s ownership in the Qleen Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Qleen Marks, any derivative of the Qleen Marks, any combination of the Qleen Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Qleen Marks; (5) use the Qleen Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
Violation of any provision of this License may result in immediate termination of the License, in Qleen’s sole discretion. If you create any materials bearing the Qleen Marks (in violation of this Agreement or otherwise), you agree that upon their creation Qleen exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Qleen Marks or derivative works based on the Qleen Marks. You further agree to assign any interest or right you may have in such materials to Qleen, and to provide information and execute any documents as reasonably requested by Qleen to enable Qleen to formalize such assignment.
Qleen respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Qleen Platform or Services infringe upon your copyrights, please visit our “Contact” page to make a copyright complaint.
14. Disclaimers
The following disclaimers are made on behalf of Qleen, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
Qleen does not provide home services including but not limited to house cleaning, yard service, window cleaning, car washing, carpet cleaning, errand running, home organization, or house sitting. It is up to the Provider to decide whether or not to offer a home service to a Requester contacted through the Qleen Platform, and it is up to the Requester to decide whether or not to accept a home service from any Provider contacted through the Qleen Platform. We cannot ensure that a Provider or Requester will complete an arranged home service. We have no control over the quality or safety of the service that occurs as a result of the Services.
The Qleen Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Qleen Platform and/or the Services, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
We do not warrant that your use of the Qleen Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Qleen Platform will be corrected, or that the Qleen Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Qleen Platform or Services.
We cannot guarantee that each Requester is who he or she claims to be. Please use common sense when using the Qleen Platform and Services, including looking at the photos of the Provider or Requester you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Qleen Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Provider or Requester prior to engaging in an arranged home service.
Qleen is not responsible for the conduct, whether online or offline, of any User of the Qleen Platform or Services. You are solely responsible for your interactions with other Users. By using the Qleen Platform and participating in the Services, you agree to accept such risks and agree that Qleen is not responsible for the acts or omissions of Users on the Qleen Platform or participating in the Services.
Qleen expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.
It is possible for others to obtain information about you that you provide, publish or post to or through the Qleen Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Qleen Platform or through the Services. Please carefully select the type of information that you post on the Qleen Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
Opinions, advice, statements, offers, or other information or content concerning Qleen or made available through the Qleen Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Qleen Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Qleen Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Location data provided by the Qleen Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Qleen, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Qleen Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Qleen Platform may be accessible to Qleen and certain Users of the Qleen Platform.
Qleen advises you to use the Qleen Platform with a data plan with unlimited or very high data usage limits, and Qleen shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Qleen Platform.
This paragraph applies to any version of the Qleen Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Qleen. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Qleen Platform. Qleen, not Apple, is solely responsible for the Qleen Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
15. Indemnity
You will defend, indemnify, and hold Qleen including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Qleen Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, without limitation, Providers, Requesters, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Qleen Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Services as a Provider; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
16. Limitation of Liability
IN NO EVENT WILL Qleen, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “Qleen” FOR PURPOSES OF THIS SECTION, BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE Qleen PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE Qleen PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE Qleen PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT Qleen HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
17. Term and Termination
This Agreement is effective upon your creation of a User account or continued use of an existing User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Qleen; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, Qleen may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services or to operate or work legally under applicable law, rule, permit, ordinance or regulation; (2) you fall below Qleen’s rating or cancellation threshold; (3) Qleen has the good faith belief that such action is necessary to protect the safety of the Qleen community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Qleen’s reasonable satisfaction prior to Qleen permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Qleen’s satisfaction, this Agreement will not be permanently terminated. Sections 3, 8, 9, 13, 14, 15, 16, 17, 18, 19, and 21 shall survive any termination or expiration of this Agreement.
18. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT
By agreeing to this Agreement, you agree that you are required to resolve any claim that you may have against Qleen on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Qleen, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Qleen by someone else.
Agreement to Binding Arbitration Between You and Qleen.
YOU AND Qleen MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Qleen ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Qleen, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.
Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND Qleen. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Qleen Platform, the Services, any other goods or services made available through the Qleen Platform, your relationship with Qleen, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Qleen, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Qleen and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND Qleen ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
Prohibition of Class Actions and Non-Individualized Relief.
YOU UNDERSTAND AND AGREE THAT YOU AND Qleen MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND Qleen BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST Qleen.
The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
Rules Governing the Arbitration.
Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding.
As part of the arbitration, both you and Qleen will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.
The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Requesters or Providers, but is bound by rulings in prior arbitrations involving the same Requester or Provider to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.
Arbitration Fees and Awards.
The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:
If you initiate arbitration under this Arbitration Agreement after participating in the optional Negotiation process described in subsection (i) below and are otherwise required to pay a filing fee under the relevant AAA Rules, Qleen agrees that, unless your claim is for $5,000 or more, your share of the filing and arbitration fees is limited to $50, and that, after you submit proof of payment of the filing fee to Qleen, Qleen will promptly reimburse you for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules.
If Qleen initiates arbitration under this Arbitration Agreement, Qleen will pay all AAA filing and arbitration fees.
With respect to any Claims brought by Qleen against a Provider, or for Claims brought by a Provider against Qleen that: (A) are based on an alleged employment relationship between Qleen and a Provider; (B) arise out of, or relate to, Qleen’s actual deactivation of a Provider’s User account or a threat by Qleen to deactivate a Provider’s User account; (C) arise out of, or relate to, Qleen’s actual termination of a Provider’s Agreement with Qleen under the termination provisions of this Agreement, or a threat by Qleen to terminate a Provider’s Agreement; or (D) arise out of, or relate to, home service fees (as defined in this Agreement, including Qleen’s commission on the home service fees), tips, or average hourly guarantees owed by Qleen to Providers for Services, other than disputes relating to referral bonuses, other Qleen promotions, or consumer-type disputes (the subset of Claims in subsection within this section listed as (A)-(D) shall be collectively referred to as “Provider Claims”), Qleen shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by Qleen pursuant to the fee provisions above). However, if you are the party initiating the Provider Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Services to Requesters, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or subsection (d)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator.
Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
Location and Procedure.
Unless you and Qleen otherwise agree, the arbitration will take place in the county where you reside. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. If your Claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Qleen submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your Claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.
Exceptions to Arbitration
You and Qleen agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief.
Severability.
In addition to other severability provisions in this Agreement, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
Changes
Notwithstanding the provisions in this Agreement regarding consent to be bound by amendments to the Agreement, if Qleen changes this Arbitration Agreement after the date you first agreed to the Agreement (or to any subsequent changes to the Agreement), you may reject any such change by providing Qleen written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be delivered by: (1) electronic mail to optoutarbitration@Qleen.com, or (2) by certified mail, postage prepaid and return receipt requested, or by any nationally recognized delivery service (e.g, UPS, Federal Express, etc.) that is addressed to:
General Counsel
Qleen, Inc
12884 S. Frontrunner Blvd STE 140
Draper, UT 84020
In order to be effective, (A) the writing must include the name, phone number, and email address associated with your User Account, and (B) the email or envelope containing the signed writing must be sent within 30 days of the date this Agreement is executed by you. Should you not opt out within the 30-day period, you and Qleen shall be bound by the terms of this Arbitration Agreement in full.
If you do agree to arbitration of Provider Claims with Qleen under this Arbitration Agreement, you are agreeing in advance that you will bring all such claims you may have, and seek all monetary and other relief, against Qleen in an individual arbitration provision. You are also agreeing in advance that you will not participate in, or seek to recover monetary or other relief, for such claims in any court action or class, collective, and/or representative action. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and you will not be subject to retaliation if you exercise your right to assert claims or opt- out of any Provider Claims under this Arbitration Agreement.
Optional Pre-Arbitration Negotiation Process.
Before initiating any arbitration or proceeding, you and Qleen may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Qleen. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
19. Confidentiality
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Qleen’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by Qleen for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Qleen in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Qleen with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Qleen or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Qleen; becomes known to you, without restriction, from a source other than Qleen without breach of this Agreement by you and otherwise not in violation of Qleen’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Qleen to enable Qleen to seek a protective order or otherwise prevent or restrict such disclosure.
20. Other Services
In addition to connecting Requesters with Providers, the Qleen Platform may enable Users to provide or receive goods or services from other third parties. For example, Users may be able to use the Qleen Platform to request home, auto, or other services from local Providers (collectively, the “Other Services”). You understand and that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through the Qleen Platform, you authorize Qleen to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that Qleen is not responsible and may not be held liable for the Other Services or the actions or omissions of the third- party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Qleen Platform.
21. Other Provisions
Choice of Law. Except as provided in the Arbitration Agreement section, this Agreement shall be governed by the laws of the State of Utah without regard to choice of law principles. This choice of law provision is only intended to specify the use of Utah law to interpret this Agreement and is not intended to create any other substantive right to non-Utahns to assert claims under Utah law whether by statute, common law, or otherwise.
Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
Notice. You agree that this Agreement and all incorporated agreements may be automatically assigned by Qleen, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Qleen shall be given by certified mail, postage prepaid and return receipt requested to Qleen, Inc., 12884 S. Frontrunner Blvd STE 140, Draper, UT 84020. Any notices to you shall be provided to you through the Qleen Platform or given to you via the email address or physical you provide to Qleen during the registration process.
General. You may not assign these Terms without Qleen’s prior written approval. Qleen may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Qleen’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Qleen or any Third Party Provider as a result of this Agreement or use of the Services. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Qleen with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
If you have any questions regarding the Qleen Platform or Services, please contact our Customer Support Team through our Contact form which can be found on our website.
Updated: Date January 05, 2020
