These Terms of Service (“Terms”) govern your use of the CleanUp website, any CleanUp mobile application, application programming interfaces, content, products and other services offered by CleanUp, as well as CleanUp services offered through third parties integrating CleanUp functionality (collectively, the “Services”).  CleanUp Technologies LLC  (“CleanUp”, “Company”, “we” or “us”) provides the Services.  “You” refers to you as a user of the Services.

IMPORTANT: PLEASE REVIEW THE DISPUTE RESOLUTION SECTION OF THESE TERMS CAREFULLY,  AS IT CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRES YOU AND CLEANUP TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING INTO THESE TERMS, 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.

The Services include a marketplace technology platform that enables third-party home residents (“Residents”) and third-party cleaning service providers (“Cleaners”) to connect with each other.  However, CleanUp has no control over the conduct of the Cleaners, Residents or any other users of the Services. YOU ACKNOWLEDGE AND AGREE THAT CLEANUP IS A TECHNOLOGY SERVICES PROVIDER THAT DOES NOT PROVIDE CLEANING SERVICES ITSELF.

1. Acceptance of these Terms 

By entering into these Terms, and/or by using or accessing the Services, you expressly acknowledge that you understand these (including the dispute resolution and arbitration provisions below) and accept all of its terms. BY USING THE SERVICES, YOU ARE AGREEING TO THESE TERMS.  PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES. 

These Terms expressly supersede prior agreements or arrangements with you. CleanUp may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

2. Changes to these Terms

CleanUp may, in its sole discretion, amend the Terms and modify or update the Services from time to time. If we change these Terms, we will give you notice by posting the revised Terms on the Services.  Please review this page periodically to ensure you are up-to-date with any changes.  Those changes will go into effect on the revision date shown in the revised Terms.  Your continued use of the Services will constitute your acceptance of the amended Terms.

3. Additional Terms

Our Privacy Policy, Community Guidelines and other Policies applicable to your use of the Services  are incorporated by reference into these Terms (the “Additional Terms”), as updated from time to time. BY ACCESSING OR USING THE SERVICES, YOU ACCEPT THESE ADDITIONAL TERMS. We will make Additional Terms available for you to read through the Services. If you do not agree to abide by the Additional Terms, you automatically opt out of and are prohibited from using the Services. If you violate the provisions of the Additional Terms, CleanUp may, in its sole discretion, suspend, discontinue, or change your account or any aspect of your access to or use of the Services in whole or in part. By continuing to use the Services, you agree to the Additional Terms and any future amendments and additions to the Additional Terms as published from time to time through the Services. Please review the Additional Terms periodically to ensure you are up-to-date with any changes. 

4. Your Consent to Receive Calls, Text Messages, Emails and Other Communications

You expressly consent to receive and accept communications from CleanUp, our Affiliates (as defined below) and their respective representatives, including via e-mail, telephone calls and text messages (including by an automatic telephone dialing system or a prerecorded voice), push notifications or other comparable means at any of the e-mail addresses and/or telephone numbers provided by you or on your behalf to CleanUp. You agree that the foregoing authorized communications may be initiated for any transactional, customer service, advertising, marketing, promotional, debt collection, account administration or other purposes. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PRERECORDED OR AUTODIALED PROMOTIONAL, ADVERTISING OR MARKETING (COLLECTIVELY, “MARKETING”) CALLS OR TEXT MESSAGES AS A CONDITION OF PURCHASING ANY PROPERTY, GOODS OR SERVICES. IF YOU WISH TO OPT OUT OF MARKETING CALLS, EMAILS OR TEXT MESSAGES FROM US, YOU AGREE TO OPT OUT BY FOLLOWING ANY UNSUBSCRIBE INSTRUCTIONS PROVIDED TO YOU IN THOSE COMMUNICATIONS OR BY CONTACTING CUSTOMER SUCCESS AT CLEANUP.MGMT@GMAIL.COM.  If you receive a marketing call from CleanUp, you also may opt-out of receiving future marketing calls by communicating a do-not-call request to our representative before you hang up. You agree that CleanUp and our Affiliates and representatives will not be responsible for honoring opt-out requests communicated through other channels. If you wish to register an account with CleanUp without agreeing to receive autodialed or prerecorded marketing calls or text messages from CleanUp and our Affiliates, contact a Customer Success representative for assistance at cleanup.mgmt@gmail.com. Standard text messaging and data charges charged by your wireless service carrier will apply to text messages we may send. You represent and warrant that you are authorized to approve the receipt of calls and text messages at any telephone number you provide to us in connection with your account or your use of our Services and to approve any related carrier charges. 

PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING COMMUNICATIONS, CLEANUP MAY STILL SEND YOU COMMUNICATIONS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN YOU, CLEANUP AND/OR OTHER USERS OF THE PLATFORM, INCLUDING THE SERVICES YOU PROVIDE TO OR OR RECEIVE FROM OTHER USERS OF THE PLATFORM. YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING TEXT MESSAGES OR OTHER COMMUNICATIONS MAY IMPACT YOUR USE OF THE SERVICES.

5. Eligibility

You must be at least 18 years old to use the Services.  If you are under the age of majority in your state of residence or a minor, your parent or legal guardian must agree to these Terms on your behalf and you may only access and use the Services with permission from your parent or legal guardian. 

6. The Services

The Services includes a marketplace technology platform that connects Residents with Cleaners. We do not provide any cleaning services and make no representations or warranties about the quality of the cleaning, transportation, or other services provided by Cleaners, or about your interactions and dealings with Cleaners or other users. CleanUp does not employ, recommend or endorse Residents or Cleaners, and we are not responsible or liable for the performance or conduct of Residents or Cleaners, whether online or offline.

CleanUp provides Cleaners with access to third-party vendors that perform background checks and verifications. CleanUp itself does not conduct background checks and does not independently verify information in the background checks. CleanUp is not responsible or liable in any manner for the background checks.

7. Payment Terms for Residents

As a Resident, you understand that use of the Services may result in you owing fees to the Cleaner for the cleaning services you receive from such Cleaner. CleanUp will facilitate your payment of the applicable charges on behalf of the Cleaner through third-party payment processors, with whom you will be required to establish an account to access the Services.  Payment of such charges in such manner shall be considered the same as payment made directly by you to the Cleaner. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable regardless of your decision to terminate usage of the Services, CleanUp’s decision to terminate your usage, any disruption of the Services or any other reason whatsoever, unless otherwise determined by CleanUp.

All charges are due immediately and CleanUp, or a third-party payment processor, will process your payment on the Cleaner’s behalf using the primary payment method designated by you in your CleanUp account. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that CleanUp may, as the Cleaner’s limited payment collection agent, use a secondary payment method in your account, if available.

Once you request a cleaning service, you agree to pay the Cleaner for the agreed-to price and honor the other terms of such booking. You may elect to cancel your request for services from a Cleaner at any time prior to such Cleaner’s arrival, in which case you are subject to a cancellation fee.

The fees owed to Cleaners are not inclusive of tip or gratuity for the Cleaner.  While you are free to provide gratuity to any Cleaner who provides you with services obtained through the Services, you are under no obligation to do so. After you have received services or goods obtained through the Services, you will have to rate the Cleaner who provided the cleaning, as well as the possibility to leave additional feedback about your experience. 

In addition to the above fees, you understand and acknowledge that you may incur ancillary charges in connection with your receipt of cleaning services from Cleaners (“Charges”). Such Charges may include some combination of the following: (1) cancellation fee, (2) service fee, (3) trust and safety fee, (4) surcharges, (5) convenience fee, and (6) other fees. A description of any Charges will be available on the Services. You have absolute discretion to request or not request services from a Cleaner if the total applicable fee or charge is not acceptable to you.

From time to time, CleanUp may, in its sole discretion, make available certain promotions, offers, credits, rewards, subscriptions or referrals links or codes to Residents (the “Promotions”).  Such Promotions will be provided to Residents via the Services, by email or otherwise made available electronically by CleanUp. Such Promotions are only valid for redemption through the Services and are not transferable or redeemable for cash except as required by law. Each Promotion is a limited time offer and is valid only for the time and purpose and under the terms and conditions specified therein, which may include eligibility, time and location requirements.CleanUp, at its sole discretion, reserves the right to issue Promotions with different features, discounts, offers or deals to any users or groups of users determined solely by CleanUp. These Promotions, unless made to you, shall have no bearing whatsoever on your use of the Services, or any Promotions offered to you.CleanUp reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promotions that was made in error or fraudulent or where illegal behavior was detected, or the Resident was found to be in violation of the terms of such Promotion, these Terms or the Additional Terms. Promotions may be modified, disabled or withdrawn by CleanUp at any time for any reason or no reason without liability to CleanUp.

You acknowledge and agree that CleanUp may limit or temporarily or permanently suspend your use of or access to the Services if: (1) you have provided inaccurate, fraudulent, outdated or incomplete information regarding a payment method, (2) any amounts you owe for cleaning services are overdue or in default, or (3) CleanUp believes in good faith that such action is reasonably necessary to protect the personal safety or property of CleanUp, our users, any third-party payment processor or third parties, or to prevent fraud or other illegal activity.

8. Acceptable Use of the Services

You are responsible for your use of the Services, and for any use of the Services made using your account.  Our goal is to create a positive, useful and safe experience for both the Resident and the Cleaner.  To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users, third parties or to us.  When you use the Services, you may not:

• Violate any law or regulation or use the Services for any unintended purposes.

• Violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights.

• Provide false information in your profile on, or registration for, the Services.

• Post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable.

• Send unsolicited or unauthorized advertising or commercial communications, such as spam.

• Engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Services.

• Transmit any viruses, malicious codes or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems.

• Stalk, harass, or harm another individual.

• Impersonate any person or entity, maintain more than one account (or, if CleanUp suspends or terminates your account, create further accounts) or perform any other fraudulent activity, such as phishing, marketplace collusion, promotional abuse, and payment fraud.

• Use any means to scrape or crawl any Web pages contained in the Services.

• Use the Services to identify Cleaners to complete off-line transactions that circumvent your payment obligations for the Services.

• Use the Services for purposes of competing with CleanUp.

• Authorize other users to use your user status or transfer your account to any other person or entity.

• Attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services.

• Interfere with CleanUp’s provision of, or any other user’s use of, the Services.

• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Services.

• Solicit another user’s username and password for the Services.

• Post reviews about Cleaners that are not based on your personal experience, that are intentionally inaccurate, or that violate these Terms or Additional Terms.

9. User Content

The Services allow you to upload, submit, store, send, or receive content and data (“User Content”).  You retain ownership of any intellectual property rights that you hold in that User Content.  In other words, you own your personal data.

When you upload, submit, store, send, or receive User Content to or through the Services, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (including, but not limited to, translations, adaptations, or other changes we make so that User Content works better with the Services), publicly perform, publicly display, and distribute your User Content in order to operate, promote, market and improve our Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes.  This license is irrevocable, sublicensable, fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content.  We may exercise our rights under this license anywhere in the world.  Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Services.  In general, however, we will only need to use your User Content for as long as you choose to store it with us using the Services.

You promise that:

• You own all rights to your User Content or, alternatively, that you have the right to give us the rights described above (including having the necessary consents and releases from any individuals who appear or whose homes appear in your User Content).

• Your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

We may refuse to accept or transmit User Content for any reason. We reserve the right to use, share and display your User Content (including Residents’ reviews of Cleaners) or Cleaners’ reviews of Residents in any manner in connection with our business without attribution to you or your approval. You acknowledge and agree that we are distributors (without any obligation to verify) and not publishers of your User Content or Cleaners’ reviews, and we reserve the right to monitor, screen, edit or remove your User Content or Cleaners’ reviews in the event that such content include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Company’s content policies. Our failure to enforce our rights under these Terms in one instance does not create a waiver of your right to enforce them in another instance.   We are not obligated to provide you with copies of your User Content, nor will we have any liability to you for any deletion, disclosure, loss or modification to your User Content.

If you include your name, image, likeness or voice in any of your User Content, you grant us permission to use your name, image, voice, and likeness, and hereby release us from any liability arising from such use, including, without limitation, claims for invasion of privacy, infringement of your right of publicity, and defamation (including libel and slander).

CleanUp offers an in-app chat feature to better connect Residents with Cleaners. Data and content sent through the chat feature is User Content that is subject to these Terms. We are able to access this User Content and reserve the right (but have no obligation) to monitor, screen, edit or remove your User Content. Users should be mindful when communicating information to third parties, and we recommend that you refrain from disclosing or sending sensitive information through the chat feature, such as personal financial information, log-in account information and passwords, and/or personal contact information (including phone numbers).

10. Consent to Cleaner Photo and Video Activities

As a Resident, you understand and agree that certain Cleaners may take pictures, videos, and other forms of recorded media of your home during the course of providing services to you. You further understand and agree that Cleaners may post, upload, share, store, or otherwise provide any such pictures, videos, or other forms of recorded media to CleanUp through the Services or to their own social media, the Internet or otherwise. You understand and agree that such recorded media may be used not only to provide information to you as part of the Services, but also to assist CleanUp in quality control, safety, and promotional and marketing activities. You agree that you have no right, title, or other ownership interest to or in such pictures, videos, or other forms of recorded media, and that the use of such media, including the posting or display of such media, is within CleanUp’s and Cleaners’ sole discretion. CleanUp hereby grants you a limited, revocable, non-exclusive license to copy and use pictures, videos and other forms of recorded media of your home that are made available by CleanUp through the CleanUp Services, solely for non-commercial purposes (e.g., posting a photo on your social media accounts).

11. Resident Obligations

As a Resident you hereby represent, covenant, and warrant to CleanUp and each Cleaner who provides you with cleaning services that: (1) the home(s) that you request cleaning services for are either your own or you are the listed responsible party for the home(s); (2) your home(s) is free of health hazard such as lead-based paint, mold, carbon monoxide, radon, and any other hazard that could pose a danger to the Cleaner; (3) you have divulged any information about your home(s), including conditions that may be relevant to or impact a Cleaner’s ability to provide the Services; and (4) you will comply with all laws and ordinances applicable to your activities conducted through the Services, including ensuring you are the agent responsible for the home as required by local law. If you elect to use the Services, you agree to provide accurate information about yourself and your home and keep this information up-to-date.

You acknowledge and agree that if you allow another person to access your account or if you request a cleaning service for a home that you are not responsible of, in each case in violation of these Terms, you and such other person will be jointly and severally liable for all acts and omissions in connection with engaging the Services, including all costs incurred or associated with such engagement.

You may request a lockbox to store a key for entrance to your home or apartment for use in connection with the Services.  You understand, acknowledge and agree that we are not liable for any loss, claims or damages you may suffer as a result of your use of the lockbox, including situations where the lockbox may be illegally accessed by a third party.

Cleaners have the sole and absolute discretion to reject or refuse any cleaning services that you may request if they violate any law or regulation, are dangerous or unsafe or otherwise violate these Terms or the Additional Terms.  If you choose to provide equipment to Cleaners, Cleaners have the right to refuse such equipment if they believe it to be a safety hazard. 

As a Resident, you acknowledge that CleanUp is in the business of connecting Residents and Cleaners, and that said business is how CleanUp earns its income. As a result, the Resident agrees that if it solicits a Cleaner to provide off-platform cleaning services to Residents whom the Resident first met and/or learned about through the CleanUp platform, CleanUp is entitled to charge both the Resident and the Cleaner a referral fee. This referral fee will be charged once per specific Resident/Cleaner services relationship utilized outside of the process provided for within the CleanUp platform. Resident’s referral fee will be $1,000. The Resident will first be notified in writing of the Resident’s obligation to pay the referral fee. Thereafter, the Resident hereby authorizes CleanUp to charge any of your payment methods for the referral fee.

12. Pet Owner Obligations

As a Resident who is also a Pet Owner, you hereby represent, covenant, and warrant to CleanUp and each Cleaner who provides you with cleaning services that: (1) the pet(s) that reside in your home are your own; (2) your pets are free from fleas, ticks, and other pests; (3) you have divulged any material information about your pets, including pre-existing medical conditions and other behavioral issues that may be relevant to or impact a Cleaner’s ability to provide the Services; (4) you will have your pets fully vaccinated and up to date on all forms of preventative medicine prior to receiving services from a Cleaner; and (5) you will comply with all laws and ordinances applicable to your activities conducted through the Services, including ensuring your pet is licensed as required by local law. If you elect to use the Services, you agree to provide accurate information about yourself and your pet and keep this information up-to-date, including any material information or medical data of your pet.

You are fully responsible for the actions of your pet(s).  You understand, acknowledge and agree that, as between you and CleanUp, you shall be liable for any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, the behavior of your pet(s), including without limitation, claims by third parties (including Cleaners) for damage, loss or injuries resulting from bites or attacks on such third parties by your pet(s). Incidents, injury, damage or loss caused by your pet may be governed by applicable state liability laws. CleanUp will cooperate with appropriate law enforcement authorities to provide requested information regarding the situation.  If you elect to use a Cleaner through the Services, you shall carry applicable liability insurance sufficient for the pet care services you request, the risks associated with such services and as mandated by law. Be sure to review your applicable policy(ies) and address any questions regarding appropriate liability coverage with your insurance carrier and/or legal representatives prior to utilizing a Cleaner through the Services.

In the unlikely case that your pet needs immediate medical attention or veterinary care, you hereby authorize your Cleaner and CleanUp to obtain and authorize the provision of veterinary care for your pet if you cannot be reached to authorize care yourself in an emergency situation. Residents are solely responsible for the costs of any such medical treatment for your pets and, if you are a Pet Owner, you hereby authorize CleanUp to charge any of your payment methods for such costs

12. Ownership

Other than User Content, we own or license all right, title, and interest in and to (a) the Services, including all software, text, media, and other content available on the Services (“Our Content”); and (b) our trademarks, logos, and brand elements (“Marks”).  The Services, Our Content, and Marks are all protected under U.S. and international laws.  The look and feel of the Services are copyright © CleanUp Technologies, LLC.  All rights reserved.  You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from CleanUp Technologies, LLC. 

13. Copyright and Intellectual Property Policy

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.  If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

• Your address, telephone number, and email address.

• A description of the copyrighted work that you claim has been infringed.

• A description of where the alleged infringing material is located.

• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law. 

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

• A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

Copyright infringement notices should be sent to our Copyright Agent at cleanup.mgmt@gmail.com. You acknowledge that if you fail to comply with all of the requirements of this section, your notice may not be valid.

If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:

• Your physical or electronic signature.

• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.

• A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content.

• Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Miami, Florida and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement.  Please note that when we forward the counter-notification, it includes your personal information.  By submitting a counter-notification, you consent to having your information revealed in this way.  We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled.  If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

14. Call Recording and Monitoring

You agree that all telephone conversations between you and CleanUp (or our Affiliates and representatives), or other platform users when made via the platform, may be monitored and recorded for quality assurance and training purposes.

15. Privacy

Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others.  You are responsible for maintaining the confidentiality of your account information, including your username and password.  You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account.  We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account, including without limitation, as a result of phishing or other similar attacks.

CleanUp may use third-party web analytics services on the Services, such as Google Analytics. This technology analyzes how the CleanUp Services are used by visitors and may also provide the third-party website from which a user arrives. The information collected by the technology will be disclosed to or collected directly by these third party service providers, who use the information to evaluate your use of the Services. CleanUp also uses Google Analytics for certain purposes related to advertising. For more information on this please see the CleanUp Privacy Policy. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-Out Browser Add-on.

16. Third-Party Content

The Services may contain links to other websites and online resources, and the Services may be made available or accessed in connection with third-party services and content (including advertising) that CleanUp does not control.  You acknowledge that different terms of use and privacy policies may apply to your use of such third-party websites, services and content. CleanUp does not endorse such third-party websites, services and content and in no event shall CleanUp be responsible or liable for any damage or loss related to the use of websites, products or services of such third party providers.

17. Third-Party Applications

These Terms apply to your use of the Services, including the CleanUp applications (each an “Application”) made available by third-party providers such as Apple, Inc. and Google, Inc. (each a “Provider”) through their respective online stores, but the following additional terms also apply to each Application:

• Both you and CleanUp acknowledge that the Terms are concluded between you and CleanUp only, and not with any Provider, and that a Provider is not responsible for the Services.

• The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services.

• You will only use the Application in connection with a Provider-branded device that you own or control and as permitted by the Provider’s usage rules set forth in its terms of service, except that such Application may be accessed and used by other accounts associated with the purchaser via family sharing or volume purchasing (if applicable).

• You acknowledge and agree that a Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

• In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify the Provider of such failure; upon notification, the Provider’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application.

• You acknowledge and agree that CleanUp, and not the Provider, is responsible for addressing any claims you or any third party may have in relation to the Application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be CleanUp’s and not the Provider’s responsibility.

• You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, CleanUp, and not the Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such infringement claim.

• You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.     

• Both you and CleanUp acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use.

• Both you and CleanUp acknowledge and agree that the Provider and its subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, the Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

• In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

18. Third-Party Beneficiaries

Cleaners (when the Terms are agreed to between CleanUp and a Resident) and Residents (when the Terms are agreed to between CleanUp and a Cleaner) are each a third-party beneficiary of these Terms, and that upon acceptance of these Terms, the Cleaner or Resident (respectively) will have the right (and will be deemed to have accepted the right) to enforce these Terms as the third-party beneficiary hereof, including without limitation the Arbitration Agreement & Waiver of Certain Rights.

19. Suspension and Termination

We reserve the right to not provide the Services to any person.  We also reserve the right to suspend or terminate any user’s right to access the Services at any time, in our sole discretion, for any reason (or no reason at all), including, without limitation, with respect to Residents below average ratings or reviews of you by Cleaners.  If your conduct on the Services or with respect to the Services is inappropriate or unsafe or you violate any of these Terms or the Additional Terms, your permission to use the Services automatically terminates.

20. Disclaimer and Limitations on Our Liability

YOU USE THE SERVICES AT YOUR OWN RISK.  THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLEANUP AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IN PARTICULAR, CLEANUP AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES.  CLEANUP AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY:  (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY, INJURY TO ANY PETS OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (c) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (e) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES. 

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES ARISING FROM DOING SO.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.  YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE SERVICES.

YOU FURTHER ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, CONFIDENTIAL INFORMATION, DATA AND/OR CONTENT. WE HAVE NO OBLIGATION TO PROVIDE SECURITY.  YOU SHALL HAVE SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS AND OWNERSHIP OF ALL OF YOUR DATA AND USER CONTENT THAT MAY APPEAR ON THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, COMPENSATORY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  FOR EXAMPLE, WE SHALL NOT BE RESPONSIBLE FOR YOUR CONDUCT OR ANY THIRD-PARTY CONDUCT, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, INJURY TO ANY PETS, PROPERTY DAMAGES OR LOSSES OF PERSONAL ITEMS, AND/OR ANY OTHER DAMAGES THAT MAY RESULT FROM YOUR USE OF THE SERVICES, OR FOR ANY INTERACTIONS WITH OTHER USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE.  FURTHER, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES, DAMAGE OR HARM THAT ARISE OUT OF YOUR VIOLATION OF THESE TERMS OR ADDITIONAL TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. 

You understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of the bargain between the parties.

21. Indemnification

You agree to indemnify and hold harmless CleanUp and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any (i) actual or alleged breach of these Terms or the Additional Terms by you or anyone using your account, including claims arising from a breach of any of the Resident Obligations and/or Cleaner Obligations set forth in these Terms or Additional Terms; (ii) transactions, interactions or disputes with other users of the Services, whether online or offline; (iii) your misstatements, omissions, misrepresentations, or violation of applicable law; (iii) any of Your Content; (iv) any text messages or other communications that you initiate to other Users or to third parties through our Services; and (v) the actions of your pet(s), including any property damage or personal injury to third parties caused by your pet or pets under your care.  YOU FURTHER AGREE THAT YOU WILL COOPERATE WITH US IN THE DEFENSE OF SUCH CLAIMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU WILL NOT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR ADVANCE WRITTEN CONSENT.

22. Arbitration Agreement & Waiver of Certain Rights

For purposes of this Section 22 (“Arbitration Agreement”), references to “CleanUp” include our Affiliates.

a. Applicability. You and CleanUp agree that any dispute or claim arising out of or relating in any way to your use of the Services, these Terms, the Additional Terms or your receipt of any communications from CleanUp will be resolved by binding arbitration on an individual basis, rather than in court, except that you may assert claims in small claims court if your claims qualify, remain in such court and advance solely on an individual basis. “Disputes” or “claims” under this provision shall 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: the Terms, the Additional Terms and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Services, any other goods or services made available through the Services, your relationship with CleanUp, the threatened or actual suspension, deactivation or termination of your account with CleanUp, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by CleanUp, any communications you receive from CleanUp, any claims for 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, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims.  Notwithstanding anything to the contrary herein, if you are an employee of CleanUp, this Arbitration Agreement will not apply to any claims or disputes arising out of your employment relationship with CleanUp and any such claims and disputes may be governed by separate agreements.          

b. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by you must be delivered to CleanUp Technologies LLC, 900 Biscayne Boulevard, 2608, Miami, Florida 33132.  The arbitration will be conducted by the American Arbitration Association (“AAA”), an established alternative dispute resolution provider, and conducted under AAA’s most current version of the Commercial Arbitration Rules and procedures. AAA’s rules are also available by calling AAA at 800-778-7879. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay AAA’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from AAA, CleanUp will pay them for you. In addition, CleanUp will reimburse all such AAA’s filing, administrative, hearing and/or other fees for proceedings involving claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. CleanUp will not seek attorneys' fees and costs in arbitration unless the arbitrator determines your claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c. Authority of Arbitrator. The arbitrator -- not a court -- shall have exclusive authority to (i) determine the scope and enforceability of these Terms (including this Arbitration Agreement),  (ii) resolve any  dispute related to the interpretation, applicability, enforceability or formation of these Terms (including this Arbitration Agreement), including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, and (iii) resolve any disputes or controversies regarding or arising out of the applicability of these Terms, the Cleaner Platform Use Agreement, and/or any other concurrent agreement, to any particular claim or dispute, consistent with the AAA Commercial Arbitration Rule R-7.  The arbitration will decide the rights and liabilities, if any, of you and CleanUp. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including this Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and CleanUp.

d. Waiver of Jury Trial.  YOU AND CLEANUP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

e. Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE OR COLLECTIVE BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE PARTY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER PARTY.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the federal or state court located in Miami, Florida for adjudication before a judge, not a jury.  All other claims shall be arbitrated.

f. 30-Day Right to Opt Out. You have the right to opt out of the provisions of these Terms that mandate arbitration by e-mailing a written notice of your decision to opt out to: cleanup.mgmt@gmail.com within 30 days after first becoming subject to a version of these Terms containing an arbitration provision. Your notice must include your name and address, your CleanUp username (if any), the email address you used to set up your CleanUp account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of arbitration, all other parts of this Agreement will continue to apply to you. With the sole exception of the Cleaner Platform Use Agreement if you are a Cleaner, opting out of arbitration has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with CleanUp. If you are a Cleaner, a timely opt out of the Arbitration Agreement in these Terms will also apply to the Mutual Arbitration Provision of the Cleaner Platform Use Agreement, provided that the opt out would be timely under the terms of the Cleaner Platform Use Agreement as well.

g. Survival of Arbitration Agreement.  This Arbitration Agreement will survive the termination of your relationship with CleanUp.

h. Modification.   Notwithstanding any provision in these Terms to the contrary, we agree that if CleanUp makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by emailing Wag! a notice of your rejection at the following address: cleanup.mgmt@gmail.com. Your rejection of any such changes shall not affect the enforceability of any version of this Arbitration Agreement, or of any other agreement to arbitrate, that you previously entered into with CleanUp.

23. Other Provisions

Under no circumstances will CleanUp be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

These Terms will be governed by and construed in accordance with the laws of the State of Florida, consistent with the Federal Arbitration Act, without giving effect to any conflict of laws rules or provisions.  In the event the Arbitration Agreement above is found not to apply to you or a particular claim or dispute, you agree that any action of whatever nature arising from or relating to these Terms or Services will be filed only in the state or federal courts located in Miami, Florida.  You and CleanUp consent and submit to the personal jurisdiction of such courts for the purposes of any such action and waive any rights to a trial before a jury.

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.  The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.

We may freely assign our rights and obligations under these Terms, including in connection with a merger, acquisition, reorganization, sale of assets or equity, or by operation of law.  You may not assign any rights or obligations under these Terms without the prior written consent of CleanUp and any purported assignment in violation of this provision shall be null and void.