Property Managers Customer Agreement

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 19.

This Agreement constitutes a legal agreement between you ("you" or "User" or “Property Manager” or "Client") and Carmen Services, Inc.. d/b/a TIDY and its affiliates, parents, and subsidiaries (collectively, "Carmen" or "us"). This Agreement governs your use of the Carmen Software from the website, the mobile applications, the API, or any integration (collectively referred to as the “Carmen Software”).

By accessing, using or registering with the Carmen Software or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement carefully. If you do not agree to accept and be bound by this Agreement, you must immediately stop using the Carmen Software. Carmen's acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement.

By using the Carmen Software, you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

1 Description of the Software and TIDY Services

The Carmen Software is used by multiple parties. This agreement is for any User not using Carmen as a Service Provider, including property managers, property owners, renters, occupants, and others who use Carmen software for their property (“Property Managers”). It is also used by Service Providers to manage their independent businesses, those terms are at www.Carmen.com/legal/pro-terms (“Service Providers”).

Carmen's property management software can be used to manage a property in all ways, including mapping, tracking assets, tracking and predicting maintenance, & more.

Carmen does not take part in any interaction between Service Providers and Property Managers. Carmen does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Services provided by any Service Provider, including any Service Request sent via Carmen, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Property Managers or Service Providers. Carmen does not have control over the quality, timing or legality of Services delivered by Service Providers. Carmen makes no representations about the suitability, reliability, timeliness, or accuracy of the services requested and provided by Property Managers or Service Providers identified through the Service whether in public, private, or offline interactions.

At no time does Carmen provide any in home service offered by Service Providers, Carmen solely provides software for use by Property Managers and Service Providers. For example, Carmen does not offer cleaning, window washing, carpet cleaning, lawn care, HVAC services, or other physical, in-home services.

2 Relationship of the Parties

a. Property Managers book and manage Service Providers directly. Each Service Provider has represented and warranted that they are an independently established business entity and no Service Provider has been engaged by Carmen to perform services on Carmen's behalf. Both Service Providers and Property Managers are customers of Carmen, using the Carmen Software.

b. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Service Provider and Carmen or User and Carmen. User has no authority (and shall not hold himself or herself out as having authority) to bind Carmen and User shall not make any agreements or representations on Carmen's behalf without Carmen's prior written consent. Carmen will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on Service Provider's behalf.

c. Property Managers are responsible for determining their proper status with respect to Service Providers, including whether they are employees of the Property Manager or not. Under no circumstances shall any Service Provider shall be considered an employee of Carmen. User can use their booking constraints to satisfy legal requirements they may have, but Carmen does not represent that such constraints or certifications made by Service Providers are accurate, except to the extent expressly outlined in the app.

d. Carmen shall have no ability to assign jobs to Service Provider, this right is exclusively reserved for Property Managers or Service Providers. You can control your assignment strategies via the software by customizing your settings.

4 COLLECTION OF YOUR PERSONAL INFORMATION.

Some of the materials available on the Carmen Software may require prior registration to access. If you decide to access such materials you will be required to register. We may refuse to grant you, and you may not use, a username, email address or screen name that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. When you complete a registration with us, you will be required to provide certain personal information. You agree that such information will be true, accurate and complete, and that you will update this information promptly when it changes. If you provide any information that is untrue or inaccurate, not current, or incomplete, or if we suspect that your information is untrue or inaccurate, not current, or incomplete, we may, in our sole discretion, suspend or terminate your right to access any material for which registration is required. Any personally identifiable information supplied hereunder will be subject to the terms of the Privacy Policy.

5 ACCOUNT, PASSWORD AND SECURITY.

You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or us for accessing the TIDY Software. You are solely and fully responsible for all activities that occur under your password or account, except that TIDY may, in certain circumstances, access your account to make changes that you request. TIDY has no control over the use of any User's account by the User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at tidy.com. You are responsible for actions that occur from your loss of or sharing of your username or password, so keep it safe. Nothing in this section shall affect TIDY's rights to limit or terminate the use of the TIDY Software, as provided below in this agreement. You will provide us with such proof of identity as we may reasonably request from time to time.

6.FALSE INFORMATION

TO KNOWINGLY INPUT FALSE INFORMATION, INCLUDING BUT NOT LIMITED TO NAME, PHONE NUMBER, ADDRESS OR E-MAIL ADDRESS IS A VERY SERIOUS AND FRAUDULENT MATTER THAT COULD RESULT IN SIGNIFICANT COSTS AND DAMAGES INCLUDING INVASION OF PRIVACY RIGHTS, TO TIDY, USERS, AND SERVICE PROVIDERS AS WELL AS THE LOSS OF TIME, EFFORT AND EXPENSE RESPONDING TO AND PURSUING SUCH FALSE INFORMATION AND REQUEST, AND FURTHER, COULD RESULT IN REGULATORY FINES AND PENALTIES. ACCORDINGLY, IF YOU KNOWINGLY INPUT FALSE INFORMATION INTO YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO SOME ONE ELSE`S NAME, E-MAIL ADDRESS, PHYSICAL ADDRESS OR PHONE NUMBER OR A RANDOM OR MADE UP NAME, ADDRESS, E-MAIL OR PHONE NUMBER YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO TIDY AND EACH USER, FOR THE GREATER OF: (1) A MINIMUM AMOUNT OF $11,000 TO EACH OF TIDY AND EACH OF THE AFFECTED USERS AND FOR EACH OF THE ACTUAL PERSON(S) AFFECTED BY ANY OF THE IMPROPER, INCORRECT OR FRAUDULENT INFORMATION YOU ENTER (FOR EXAMPLE THE ACTUAL OWNER OF THE E-MAIL ADDRESS OR PHONE NUMBER, ETC.), PER IMPROPER SUBMISSION, PLUS ANY ATTORNEYS FEES COSTS AND EXPENSE RELATING THERETO, IF APPLICABLE, OR (2) THE ACTUAL DAMAGES, DIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH INTENTIONAL, MISLEADING, HARMFUL AND FRAUDULENT ACTIVITY, PLUS REASONABLE LEGAL FEES, COST AND EXPENSES RELATING THERETO, WHICHEVER IS GREATER.

Licenses

7 CONTENT LICENSE

a. TIDY may, from time to time, provide written or graphical content in various forms (“TIDY Content”). TIDY grants User a revocable, non-exclusive, non-sublicensable, non-non-transferable, license to use the TIDY Content solely for use of the TIDY Software and, where applicable, subject to the terms of this agreement. User may not resell or distribute any TIDY Content. TIDY will continue to retain sole and exclusive ownership TIDY Content.

b. Restrictions. You expressly agree that TIDY Content shall not be incorporated into a trademark or service mark.

Disputes and claims covered by this Mutual Arbitration Provision 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 any and all prior versions thereof (including the formation, breach, termination, enforcement, interpretation or validity thereof), a Service Provider's classification as an independent contractor, a Service Provider’s provision of Services, the payments received by a Service Provider for providing Services, a User’s registration to use the TIDY Software, disputes with any entity or individual arising out of or related to the use of the TIDY Software, background checks, privacy, trade secrets, unfair competition, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, retaliation, discrimination or harassment and claims arising under the Fair Credit Reporting Act, the Uniform Trade Secrets Act, the Defend Trade Secrets Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, Equal Pay Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, state or local statutes or regulations addressing the same or similar subject matters, and all other aspects of the User's relationship with TIDY whether arising under federal, state or local statutory and/or common law. The parties further agree that this Mutual Arbitration Provision covers all claims or disputes between you and a third-party concerning the provision of any background check of you by a consumer reporting agency and claims or disputes between you and any other third-party entity involved in requesting or in any way involved in making available, arranging and/or facilitating the Services.

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