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Terms of Service

Last Updated: October 1, 2019

Table of Contents

Welcome, and thank you for your interest in Properly, Inc. ("Properly," "we," or "us") and our website at www.getproperly.com, along with our mobile applications ("App"), related websites, networks, APIs, others applications, and other services provided by us (collectively, our "Platform"). These Terms of Service are a legally binding contract between you and Properly regarding your use of the Platform.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING "CONTINUE," DOWNLOADING OUR MOBILE APP, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PROPERLY'S PRIVACY POLICY (TOGETHER, THE "TERMS").

If you are not eligible or do not agree to the Terms, you do not have our permission to use the Platform and may not use it.

These Terms provide that the Platform is provided to you "as is" without warranties of any kind; that Properly's liability to you is limited; and that all disputes between you and Properly will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except in limited situations). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 30 for the details regarding your agreement to arbitrate any disputes with Properly.

1. Properly Platform Overview

The Platform is a service that enables property owners and managers ("Hosts") to create visual checklists of tasks that independent providers of cleaning services, maintenance services, and other on-site services ("Service Providers") can use when performing such requested services ("Jobs") for the Host at the Host's property. The Platform is provided solely on a business-to-business basis and is not available to consumers.

2. Host/Service Provider Relationship

2.1 Properly does not provide cleaning or other on-site services of any kind, nor does it employ any Service Providers. The Platform merely facilitates the exchange of information and payment between Hosts and Service Providers.

2.2 Once a Host posts a Job, and a Service Provider accepts the Job, the Platform will confirm to the Host and Service Provider that the Job has been booked. Once a Job is booked, an agreement is formed directly between the Host and the Service Provider for the Service Provider to complete the Job. Hosts and Service Providers are entirely responsible for determining the terms and conditions governing any agreement they form for providing and receiving services.

2.3 Properly cannot (and does not) assume any responsibility for the accuracy or reliability of any information provided by Hosts or Service Providers. Host and Service Provider information available on the Platform is primarily user-generated and Properly is under no obligation to vet any user-generated information for accuracy.

2.4 Properly cannot (and does not) vouch for either Hosts or Service Providers.

2.5 If you are a Service Provider, Properly cannot (and does not) vouch that:

  • Hosts will pay you;
  • the Host is who they say they are;
  • you are safe on job site; or
  • the Host is authorized to contract with you or employ you;

2.6 If you are a Host, Properly cannot (and does not) vouch that:

  • any Job you post will be accepted by a Service Provider;
  • any Service Provider is authorized to work or qualified to undertake the services; or
  • It has verified the inputs that went into our algorithm for Reputation Scores and Matches are accurate.

3. Eligibility

You must be at least 18 years of age to use the Platform. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Platform, and (c) your registration and your use of the Platform is in compliance with all applicable laws and regulations.

4. Accounts and Registration

To access most features of the Platform, you must register for an account. When you register for an account, you may be required to provide us with information about yourself. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and password.

5. Premium Features

Some features of the Platform are available to you free of charge. Other features of the Platform may require payment of fees and/or may be provided under specific terms that are set forth in exhibits to these Terms ("Premium Features"). Premium Features include Real-Time Inspection and PerformancePay as set forth in Exhibits A and B, as well as the Marketplace.

6. Fees and Payment

If you use Premium Features that require payment of fees to Properly, the provisions of this Section 6 will apply to all such payments and fees.

6.1 Third-Party Payment Processor

Properly uses a third-party payment processor for all payment transactions.

6.2 Currency

Payments made and received under these Terms will be denominated in the currency identified to you in the App.

6.3 Fees

Properly and its third-party payment processor collect fees for using certain Platform features and for payments made through the Platform. All fees are non-refundable.

6.4 Payment for Jobs

The Host establishes the price they will pay for each completed Job for which payment is made through the Platform.

6.5 Delinquent Accounts

If Properly is unable to collect any applicable fees from your account with our third-party payment processor, Properly may request such fees from you.

7. Mobile Device Fees

If you use the Platform on a mobile device, you may incur additional fees and charges from your mobile network operator.

8. License to the App

Subject to your complete and ongoing compliance with these Terms, Properly grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the App.

9. User Content

9.1 User Content Generally

Certain features of the Platform may permit users to upload content to the Platform ("User Content"). You retain all copyrights and any other proprietary rights that you may hold in the User Content that you upload to the Platform.

9.2 Limited License Grant to Properly

By uploading User Content to the Platform, you grant us a worldwide, non-exclusive, royalty-free, fully paid, transferable, sub-licensable, perpetual, irrevocable license to host, copy, transfer, display, perform, modify for display, and distribute your User Content, for the purpose of operating the Platform.

9.3 Limited License Grant to Other Users

If you are a Service Provider, and you upload photographs taken while performing a Job for a Host, you grant that Host a worldwide, non-exclusive, royalty-free, fully paid, transferable, sub-licensable, perpetual, irrevocable license to exploit such photographs.

9.4 User Content Representations and Warranties

You are solely responsible for your User Content.

9.5 User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users upload and will not be in any way responsible or liable for User Content.

10. Prohibited Conduct

BY USING THE PLATFORM, YOU AGREE NOT TO use the Platform for any illegal purpose or in violation of any law; violate any right of a third party; post unlawful or objectionable content; interfere with security-related features; perform any fraudulent activity; or attempt any of the above.

11. Quality

11.1 No Guarantee or Endorsement

Properly has no control over and does not guarantee the existence, quality, safety, suitability, or legality of any Job.

11.2 Marketplace Satisfaction Guarantee

Jobs booked using the Marketplace feature may include the Marketplace satisfaction guarantee.

11.3 Following Up with Service Providers

Properly provides features allowing Hosts to communicate directly with Service Providers who perform their Jobs.

12. Reputation Scores and Matches

We may calculate and display Reputation Scores and suggest Matches between users. You acknowledge that Reputation Scores and Matches are generated using algorithms and limited data sets.

13. Safety

Properly is under no obligation to investigate user information and encourages all users to take reasonable safety precautions.

14. Communications

Properly will communicate with you by various methods, including email, text messages, and push notifications.

15. Location Services

Some Platform features may enable us to access your device location. You have the option to disable Location Services.

16. Maintenance

Properly may update or provide new versions of the Platform at any time.

17. Beta Features

From time to time, Properly may invite you to try Beta Features.

18. Linked Websites

The Platform may contain links to third-party websites. We are not responsible for their content.

19. Termination; Discontinuation, and Modification of the Platform

You may terminate these Terms at any time by contacting customer service and ceasing all use of the Platform. Properly may also terminate your access at any time.

20. Privacy Policy

Please read Properly's Privacy Policy carefully. The Privacy Policy is incorporated by reference into these Terms.

21. Modification of these Terms

We reserve the right to change these Terms at any time. Material modifications will be communicated to you.

22. Ownership; Proprietary Rights

The Platform is owned and operated by Properly. All Materials are protected by intellectual property laws.

23. Feedback

If you provide Feedback, you grant Properly a perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit it.

24. Nature of Relationship

The relationship between you and Properly is that of independent contractors.

25. Indemnity

You are responsible for your use of the Platform and will defend and indemnify Properly from and against every claim arising out of your use.

26. Disclaimers; No Warranties

THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. THE PROPERLY ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND.

27. Limitation of Liability

IN NO EVENT WILL THE PROPERLY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY IS LIMITED TO THE GREATER OF $100 OR AMOUNTS PAID IN THE PRIOR 12 MONTHS.

28. Governing Law

These Terms are governed by the laws of the applicable jurisdiction based on your location.

29. General

These Terms are the entire and exclusive agreement between you and Properly regarding your use of the Platform. The English language version is the official and controlling version.

30. Dispute Resolution and Arbitration

30.1 Generally

You and Properly agree that every dispute will be resolved by binding arbitration. YOU AND PROPERLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

30.2 Exceptions

Nothing in these Terms waives the right to bring an individual action in small claims court, pursue enforcement through applicable agencies, seek injunctive relief, or file suit for intellectual property infringement.

30.3 Notice and good faith resolution

A party seeking arbitration must first send written notice. Properly's address for Notice is: Properly, Inc., 5214F Diamond Heights Blvd #356, San Francisco, CA 94131-2175, USA.

30.4 Process

Arbitration proceedings will follow the rules applicable to the jurisdiction where the Platform is provided (ACICA in Australia, AAA in the USA, Arbitration Act 1996 in New Zealand).

30.5 No Class Actions

YOU AND PROPERLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY.

30.6 Enforceability

If the class action waiver is found unenforceable, the entire arbitration section will be null and void.

31. Consent to Electronic Communications

By using the Platform, you consent to receive certain electronic communications from us.

32. Notice Regarding Apple

This section applies to iOS users. These Terms are between you and Properly only, not with Apple Inc.

33. Contact Information

The Platform is offered by Properly, Inc., located at 5214F Diamond Heights Blvd #356, San Francisco, CA 94131-2175, USA. Contact us at support@getproperly.com.

Exhibit A — Real-Time Inspection

The terms set forth in this Exhibit A relate to the Real-Time Inspection feature available on the Platform.

  • Overview and Definition. "Real-Time Inspection" is a feature in which Properly reviews Job-related information, evaluates it according to Host-established criteria, provides feedback to Service Providers, and reports results to the Host.
  • Fees. Use of Real-Time Inspection requires payment of fees to Properly as set forth in Section 6.

Exhibit B — PerformancePay (Payment Facilitation)

The terms set forth in this Exhibit B relate to the PerformancePay feature available on the Platform.

  • Overview and Definition. "PerformancePay" is a feature in which Properly facilitates certain payments made by Host to Service Providers and varies payment according to performance criteria.
  • Fees. Use of PerformancePay requires payment of fees to Properly as set forth in Section 6.