LAWN BUDDY, LLC Terms of Use and Privacy Policy:

Prior to using App (defined below) offered by Lawn Buddy, LLC (we will use “our”, “us”, “we” or other personal to refer to the company throughout this document), including but not limited to any services offered by third parties and back-end software, products, websites or services (all together the “App”), you, whether as a homeowner, property owner or manager, or other customer or provider, agree to read and consequently agree to the following terms and conditions and policies, including any future amendments (collectively, the “Agreement”).

Although we will attempt to notify you when major changes are made to this Agreement, you should periodically review the most current version as posted from time to time at our website at https://getlawnbuddy.com/ or https://lawnbuddy.com/. We may, in our sole discretion, modify or revise this Agreement at any time, and you agree to be bound by such modifications or revisions within 14 days of their posting. If you do not accept and abide by this Agreement and any subsequent changes, you may not download, use, or continue to use the App. However, by continuing to use the App you will be deemed to have agreed to these terms. If you do not agree with these terms or any future changes, please stop using the App immediately.

You acknowledge and agree that each affiliate of ours shall be a third-party beneficiary to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third-party beneficiary to this Agreement.

If you choose to download and install the App, you understand and agree that these terms and conditions govern your use of the App. We reserve the right to modify, suspend or discontinue the App with or without notice at any time and without any liability to you.

As is common with the use of similar apps, this Agreement changes legal rights that you may have and should be considered carefully. However, even if you choose not to read this you will still be bound by it.

PLEASE NOTE THAT WHEN AGREEING TO THESE TERMS YOUR INSURANCE OR LACK THEREOF WILL IMPACT YOUR ABILITY TO RECOVER IN THE EVENT OF ANY INJURY OR DAMAGE TO PROPERTY.

Your Use.

OUR SERVICES TO YOU ARE AS FACILITATORS ONLY. WE ARRANGE FOR YOU TO CONTACT AND ENGAGE THIRD-PARTY LAWN CARE AND SERVICE PROVIDERS. YOU SHOULD EXERCISE CAUTION AND GOOD JUDGEMENT BEFORE USING ANY PROVIDER OF SERVICES. OUR LIABILITY TO YOU IS LIMITED AS PROVIDED FOR IN THE AGREEMENT AND YOUR ABILITY TO RECOVER FOR HARM MAY BE LIMITED BASED ON YOUR OWN INSURANCE COVERAGE AND THAT OF THE PROVIDER YOU OBTAIN. IF YOU HAVE ANY CONCERNS, PLEASE CANCEL THE SERVICES AT ANY TIME AND CONTACT US IMMEDIATELY.

The App is made available to you for your personal use only (unless you are a Provider as discussed below). You must be at least eighteen (18) years of age to use the App. Further, you may not use the App to procure services for or on property that you do not have the legal right to grant access to or obtain services on. Thus, by using the app to obtain services you warrant and represent that you have all the necessary authority to and do hereby grant Lawn Buddy and its affiliates access to the property that you are ordering services for. Further, you warrant and represent that the property is reasonably safe and that there are no unseen hazards or risks associated with our affiliates access to the property for which you obtain services.

While we strive to provide access to the best service possible, we reserve the right to refuse service to anyone at any time without notice and for any reason.

You agree that you are responsible for your own use of the App and for any consequences of your use of the App. You agree that you will use the App in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence, all United States export control laws, defamation, libel, slander, and invasion of privacy.

You shall not:

(i) use the App to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by us;

(ii) upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;

(iii) prevent others from using the App;

(iv) use the App for any fraudulent or inappropriate purpose, or

(v) remove any copyright, trademark or other proprietary rights notices contained in or on the App, including those of third parties, from whom we may have licensed certain rights used in the App.

Violation of any of the foregoing shall result in immediate termination of this Agreement and may subject you to state and federal penalties and other legal consequences. We reserve the right, but shall have no obligation, to investigate your use of the App in order (a) to determine whether a violation of the Agreement has occurred or (b) to comply with any applicable law, regulation, legal process or governmental request.

Privacy & Data Collection.

As a condition to using the App, you agree that we may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of the App, product support and other services to you (if any) related to the App. We may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

In providing the App we might collect the following types of information:

  • Server Log Information: When you use the App our servers automatically record information that your device sends. Such server logs may use cookies, pixels, or files and may include information such as your devices approximate location, internet protocol address, web request, the date and time of your use and information that can uniquely identify your device.
  • Communications: When you email or contact us we may retain your communications in order to process your requests, respond to your inquiries and improve our products and services.
  • Location: We may also collect location information to enhance the quality of services you receive through the App. We may also, in some cases, provide check-in functionality that will make a record of your location for the purpose of enhancing the services you receive.

    Your Personal Information: When you register our App, we may ask you to provide “Personal Information” like your name, mailing address, phone number, email address or an account password. For some services, we might also request payment account information which we maintain in encrypted form on secure servers. We may combine the information you submit in order to provide you with a better experience and to improve the App’s quality and our service offerings.

    Other sites: This Privacy Policy applies only to our App. We do not have any control over other apps or sites which we may link to from within our App. You should be aware that other sites may place cookies, pixels or other files on your device, collect data or solicit personal information from you.

    We will not provide your personally identifiable information to any other entity unless authorized by you (such as in the case when you select services that are provided by an affiliate or Provider). Some information may be shared in the aggregate with third parties for the purposes described in this Agreement or other supplementary privacy notices for specific transactions or Material. In addition to the above, such purposes may include:

  • Ensuring the technical functioning of our network;
  • Providing services, including the display of content;
  • Auditing and analysis in order to maintain, protect and improve our services;
  • Identifying you if we believe we need to in order to enforce compliance with this Agreement or to protect the rights or property of our Company, App, or customers; or
  • Complying with applicable laws, including those pertaining to Technical Data or the U.S. Dept. of Commerce.

  • Security of Personal Information: While we make a good faith effort to prevent third party, non-affiliate access to personal information, you agree and understand that internet communications may not be secure. Thus, we cannot warrant or guarantee that your personal information will not be disclosed to or accessed by parties other than those authorized under this Agreement. Thus, to the extent allowed by law, you agree and understand that we will not be liable for actual or consequential damages caused by such disclosures of your personal information in excess of any funds you have paid to us in connection with your disclosure to us of Personal Information.

    Updates to Your Personal Information: At your request, we will make reasonable efforts to update, change or delete any personal information you may have provided via the App. Please contact us to initiate updates to your Personal Information.

    You agree and understand that to enforce this Agreement, resolve disputes, or provide information to satisfy applicable laws, regulations or proceedings, we may need to retain your personal information. Additionally, you understand and agree that your personally identifiable information may be retained by us in residual back-up files that are a function of our server back-up systems.

    You agree that we may access or disclose your personal information, including the content of your communications, if we are required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in this Agreement. Personal information collected by us may be stored and processed in the United States or any other country in which we or our agents maintain facilities. By using our App, you consent to any such transfer of information outside of your country.

    Payment.

    You understand that use of the App may result in charges to you for the services you receive from us and our affiliates (the “Charges”). We will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the App from third parties including Providers. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, tolls, and/or surcharges including any applicable permits or licenses.

    All Charges and payments will be enabled by us using the preferred payment method designated in your account information, after which you will receive a receipt by email or the method you select as may be available from time to time. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that we may use a secondary payment method in your account, if available. Charges paid by you are final and non-refundable, unless otherwise determined at our discretion.

    As between you and us, we reserve the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the App at any time in our sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. We will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your account regardless of your awareness of such Charges or the amounts thereof. We may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the App, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the App or the Charges applied to you. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee on an affiliate’s behalf. After you have received services or goods obtained through the Service, you may have the opportunity to rate your experience and leave additional feedback. We may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any affiliate or other third parties.

    In certain cases, with respect to affiliates, Charges you incur will be owed directly to affiliates or third parties, and we will collect payment of those charges from you, on their behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the third party. In such cases, you retain the right to request lower Charges from a third party for services or goods received by you from such third party at the time you receive such services or goods, and Charges you incur will be owed to the third party. We will respond accordingly to any request from a third party to modify the Charges for a particular service or good. This payment structure is intended to fully compensate a third party, if applicable, for the services or goods obtained in connection with your use of the App. In all other cases, Charges you incur will be owed and paid directly to us or our affiliates, where we are solely liable for any obligations to third parties. In such cases, you retain the right to request lower Charges from us for services or goods received by you from a third party at the time you receive such services or goods, and we will respond accordingly to any request from you to modify the Charges for a particular service or good. We do not designate any portion of your payment as a tip or gratuity to a third party. You understand and agree that, while you are free to provide additional payment as a gratuity to any third party who provides you with services or goods obtained through the App, you are under no obligation to do so.

    In addition, we use Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. Please be aware that by using the App you are using the Braintree payment processing services and that by doing so you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/bank-agreement.

    In any dispute you have with us regarding payment for the App (which includes any related services as defined above), you agree to give us notice about the charge or payment within thirty (30) days of the charge or payment and you agree that any failure to do so shall negate your ability to contest such charge or payment and shall function as a legal bar to any claim regarding such charge or payment (this shall be the same as shortening the applicable legal statute of limitation to such claim). Upon notice within thirty (30) days, you agree to be bound to our determination of the types of claims described in this section as partial consideration for the convenience of using the App.

    General Practices Regarding Use and Storage.

    You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any content and other communications maintained or transmitted by us. You acknowledge that we may set fixed upper limits on the number of transmissions you may send or receive through our App or the amount of storage space you may use.

    Content.

    We take no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor do we have any obligation to monitor such third-party content. We reserve the right at all times to remove or refuse to distribute any content through the App, such as content which violates the terms of this Agreement. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of us, our users and the public. We will not be responsible or liable for the exercise or non-exercise of our rights under this Agreement.

    Intellectual Property Rights.

    You acknowledge that we own all right, title and interest in and to the App, including all intellectual property rights. Our rights are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the App. You also agree that you will not use any robot other automated device, or manual process to monitor or copy any content using the App. Our rights do not include third-party content used as part of the App, including the content of communications using the App.

    Your Intellectual Property Rights.

    We do not otherwise claim any ownership in any of the content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload or transmit from, or store using the App. However, you hereby grant us a worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our App, and to develop new ones. This license continues even if you stop using our App. Make sure you have the necessary rights to grant us this license for any content that you submit through our App.

    Your License to Use the App.

    We grant you a personal, non-transferable and non-exclusive right and license to use the App on your device; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any rights in the App.

    Publicity.

    Any use of our trade names, trademarks (including but not limited to “Lawn Buddy”, USPTO Serial Number 87169881), service marks, logos, domain names, and other distinctive brand features must be in compliance with this Agreement.

    Automatic Updates.

    The App may communicate with our servers, or third-party servers, to check for available updates to the software, including bug fixes, patches, enhanced functions and new versions (collectively, “Updates”). During this process, the App sends a request for the latest version information. By installing the App, you hereby agree to automatically request and receive Updates from our servers.

    Representations and Warranties.

    You represent and warrant that (a) all of the information provided by you to use the App is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement.

    Termination; Uninstallation.

    You can uninstall the App at any time through the applicable functions of your device. We may, in our sole discretion, at any time and for any reason, terminate your use of the App under this Agreement even if certain obligations you have under this Agreement would continue.

    Waiver and Indemnification.

    You agree that in certain instances, we may simply act as payment agent for services provided by third parties or affiliates and that while such services shall be facilitated through the App, or that we will accept and transfer payment to such third parties or affiliates, that the services will be rendered by the affiliate or third party and not by us. Thus, you also agree that any claims shall be brought exclusively against such affiliate or third party and you waive any claims against us.

    You agree to hold us harmless, defend and indemnify us, and our subsidiaries, affiliates, officers, agents, owners and employees from and against any third-party claim arising from or in any way related to your use of the App, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with notice of such claim, suit or action.

    Statute of Limitations.

    You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of the App or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    Choice of Law and Venue.

    This Agreement will be governed by and construed in accordance with the laws of the State of Kansas, U.S.A., without giving effect to its conflict of laws provisions, or those of your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the App shall be brought solely in the courts in Sedgwick County, Kansas, and you consent to the exclusive jurisdiction of such courts.

    Exclusion of Warranties.

    NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK AND THAT THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, WE, OUR SUBSIDIARIES AND AFFILIATES DO NOT REPRESENT OR WARRANT TO YOU THAT:

    (A) YOUR USE OF THE APP WILL MEET YOUR REQUIREMENTS,

    (B) YOUR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

    (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE APP WILL BE ACCURATE OR RELIABLE, AND

    (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE APP WILL BE CORRECTED.

    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE APP SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

    WE FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

    Limitation of Liability.

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU FOR:

    (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY PROPERTY DAMAGE, INJURY, DEATH, LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

    (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF:

  • (I) ANY CHANGES WHICH WE MAY MAKE TO THE APP, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE APP;
  • (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE APP;
  • (III) YOUR FAILURE TO PROVIDE US WITH ACCURATE INFORMATION;
  • (IV) YOUR FAILURE TO KEEP ANY PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR
  • (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE APP, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE APP.

  • THE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

    NOTWITHSTANDING ANYTHING TO THE CONTRARY, OUR MAXIMUM MONETARY LIBAILITY TO YOU WILL BE THE SUM OF ANY PROFITS REALIZED BY US FROM YOUR SPECIFIC USE OF THE APP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    Notice.

    We may give notice to you by means of a general notice on the App, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email, electronic means or telephone). You may give notice to us, with such notice deemed given when received by us, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Lawn Buddy, LLC.

    Term and Termination.

    This Agreement shall continue so long as you use the App and for an additional period of years after the termination of any use of the App that is equal to the longest applicable statute of limitations that could apply to claims made by you or us, but not accounting for the additional time limitations on claims provided for in this Agreement.

    General.

    This Agreement constitutes the entire agreement between you and us and governs your use of the App, superseding any conflicting agreements between you and us. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third-party content or third-party software.

    You may not assign this Agreement without our prior written approval. We may assign this Agreement without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of our 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, us or any third party or affiliate as a result of this Agreement or use of the App. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. The section headings in this Agreement are for convenience only and have no legal or contractual effect.

    In addition to those section that specifically so state, any sections of this Agreement that of their own nature should survive this Agreement shall survive any expiration or termination of this Agreement.

    Providers.

    In addition to the preceding terms, when you are a lawn care or other service provider (a “Provider”) using a provider version of the App, you agree to the following additional terms and conditions. In the event that the following are different than the terms above, these terms shall control as to your use of the App as a Provider.

    You (a Provider) hereby agree, whether as a sole proprietor or on behalf of your business entity or whatever type, to indemnify, hold harmless and defend (collectively “indemnify” or “indemnified”) Lawn Buddy, LLC (“Indemnitee”) its officers, owners, agents, receivers, employees, parent and subsidiary corporations or companies, affiliates, successors, assigns, licensees, customers, and anyone claiming through or under them (collectively the “Indemnified Parties”), from any and all claims, demands, suits, damages, obligations, liabilities, losses, judgments, settlements, costs and expenses (including, without limitation, reasonable attorney fees) (collectively the “Claims”), whether or not involving a third party claim, which arise out of, relate to or result from (i) any breach of this Agreement by you, (ii) any breach of any representation or warranty by you contained in this Agreement, (iii) any damage, loss, injury, death or other Claim arising from your use of the App whether suffered by you or a third party; such indemnity to be fully effective whether or not any of the Claims are caused by the negligence of Indemnitee or any other Indemnified Party and whether or not the underlying Claim has any merit.

    After Indemnitee provides notice to Indemnitor of any Claim or related legal proceeding from which it expects to be indemnified, you shall immediately and with no cost to any Indemnified Party assume the defense thereof; or, at Indemnitee’s option and in its sole discretion, Indemnitee may defend, settle or otherwise deal with any Claim or legal proceeding and shall then be reimbursed by Company for any and all attorney fees, costs, and all other Claims as provided herein; the parties to reasonably cooperate and consult with one another.

    This indemnity provision shall survive the termination or expiration of the Agreement.

    Payment and Fees.

    In addition to the provisions applicable to customer payments provided for above in the “Payment” section, as a Provider you agree that the same terms shall be applicable to payments which we may make to you as a Provider as would be applicable by substituting Provider payments for Charges. Further, you acknowledge that as a Provider you are also receiving services as provide for in the definition of App given above in this Agreement.

    Joint Defense of Third-Party Liability Claims

    Without effect on the obligations of each of us, the parties agree to cooperate with each other in defending any claims brought by third parties against both of them in their respective names relating to a claim where harm to a third party is alleged, whereas between you and us the allegations are not clearly solely within the indemnification obligation of one party or the other. Such cooperation may include, with the mutual agreement of both parties (and subject to the approval of the insurers), the retention of sole defense counsel representing both parties jointly against the claim through settlement or adjudication where the cost of such defense and the initial funding of settlements or judgment (“joint defense funding”) will be shared. The final apportionment of any such joint defense funding is subject to review, based on a review of the relevant liabilities of the parties without reference to any position either party may have taken in the underlying litigation or claim.

    Relationship of Parties / Independent Contractor

    Nothing in this Agreement will be construed to place a Provider and us in an agency, employment, franchise, joint venture, or partnership relationship. Neither party has the authority to obligate or bind the other in any manner, and nothing contained in this Agreement will give rise or is intended to give rise to rights of any kind to any third parties. Neither party will make any representation or allegation to the contrary. Provider will perform its obligations under this Agreement and any transactions facilitated by the App as an independent contractor of the customer. Provider retains the right to exercise full control of, supervision over and responsibility for Provider’s performance hereunder, including the employment, direction, compensation and discharge of Provider’s personnel, as well as compliance with workers’ compensation, unemployment, disability insurance, social security, withholding and all other laws, rules, codes, regulations and ordinances governing any services rendered to customers of Provider, including but not limited to customers who originated their services with the App.

    Environmental.

    Providers shall at all times comply with all laws, rules, regulations and orders of any governmental authority relating to public health including occupational safety and health and the protection or pollution of the environment, including the Comprehensive Environmental Response Compensation and Liability Act, the Clean Water Act, and the Resource Conservation and Recovery Act. Further, Providers shall not cause to be spilled or effect any contamination with (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any substances defined as or included in the definition of “hazardous substances,” hazardous waste,” “hazardous materials,” extremely hazardous substances,” “restricted hazardous waste,” toxic substances,” “toxic pollutants,” “contaminants,” “pollutants” or words of similar import, under any applicable environmental law; and (c) any other chemical, material or substance, the exposure to, or release of which, is prohibited, limited or regulated by any governmental authority or for which any duty or standard of care is imposed pursuant to any environmental law.