Terms of Service

June 5, 2020

PATCH TERMS OF USE

IMPORTANT NOTICE: THESE TERMS REQUIRE BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM RELATING TO THESE TERMS,THE SERVICES OR PROPERTIES OR ANY RELATIONSHIP BETWEEN US. ANY SUCH DISPUTE OR CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS,CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. THESE TERMS ALSO CONTAIN A DISCLAIMER OF WARRANTIES AND A DISCLAIMER OF LIABILITY, AS WELL AS A RELEASE AND INDEMNIFICATION BY YOU. PLEASE READ THEM CAREFULLY. SERVICE PROVIDERS: PATCH IS NOT LIMITED TO ARBITRATION AS TO ACTS OF FRAUD OR OTHER WILLFUL MISCONDUCT BY YOU, WHICH PATCH MAY ADDRESS BY ALL LAWFUL MEANS.

Part 1: Agreement to Terms

Guide to Terms of Use. These terms of use have several parts:

Part 1, Agreement to Terms and Part2, General Terms apply to you in all cases, whether you are a User, a retail partner, or a Service Provider or other user of the Services or Properties (as those terms are defined below).

Part 3, Additional Terms for ServiceProviders, contains additional terms applicable to home services professionals and other service providers who use the Services.

Agreement to Terms. This constitutes a legally binding contract between DivaLabs, LLC d.b.a Patch  ("Patch," "we,""us") and you, with respect to your use of this Web site, our mobile application, and other Patch web and digital properties (collectively, the"Properties"), and all products and services available from Patch, service providers or other third parties in connection with the Properties(individually and collectively with the Properties, the "Services").By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these terms of use, our Privacy Policy(located at https://www.getpatch.co/privacy-policy)a and any applicableAdditional Program Terms (as defined below), including any updates posted here or otherwise communicated to you (collectively, the “Terms”). If you do not agree to the Terms, please do not use the Services.

References to Patch (or “we” or “us”)in the Terms include Patch’s service providers or suppliers, to the extent that such service providers or suppliers are acting for or on behalf of Patch with respect to the Properties. For the avoidance of doubt, this does not include the providers of home-related services referred to in the Terms as “ServiceProvider" which act on their own behalf and not for or on behalf of Patch or a retail partner.

Changes to Terms. We may modify the Terms at any time by posting a revised version. Any changes to the Terms will be effective immediately upon posting. Please review the Terms each time you use the Services as your continued use of the Services after such changes will constitute acceptance of, and agreement to, such changes. You waive any right you may have to receive specific notice of such changes.

Consent. If you are accessing and using the Services, you affirm that you are at least 18 years of age or the age of majority in your jurisdiction, whichever is greater, and are fully able and competent to enter into, and comply with, the Terms. If you are accessing and using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to the Terms. In that situation, "you"and "your" will refer to both you and that entity.

Our Privacy Policy. Our Privacy Policy, which describes how we collect and use information from our users, is available at https://www.getpatch.co/privacy-policy,as well as through the link titled "Privacy Policy" on our home page and other locations within the Properties.

Other Program Terms. Certain programs offered by Patch through theServices may have additional terms and conditions (the “Additional ProgramTerms”). If you elect to participate in one of these programs, Patch will communicate the applicable Additional Program Terms to you. By participating in that program, you acknowledge that you have read, understood, and agree to be bound by, the Additional Program Terms, which will be deemed to be a part of the Terms.

Part 2: General Terms

Our Services

Services We Provide. Patch connects homeowners and other users of theServices (each, a "User") with retailers and providers of home-related services (each, a “Service Provider").

Through Patch, retailers can make their products available and Service Providers can make their products and services available to Users in response to project requests or inquiries.

No Responsibility, Endorsement orGuarantee for Service Providers; Estimates. Neither Patch nor its retail partners (referenced in this paragraph as “we”) deliver, and neither are responsible for, any ServiceProvider’s products, services or advice. Patch and its retail partners are not an agent of any Service Provider, and Service Providers are not employees or agents of Patch or retailers. Patch books, manages and handles payment for services provided to Users by Service Providers. Neither Patch nor any third party that refers you to the Services sponsors, endorses, recommends or approves anyService Provider. While we try to confirm that Service Providers meet certain requirements, Patch and its retail partners cannot and do not represent or warrant that any Service Provider is licensed, qualified, bonded, insured or capable of performing any service. We do not make any guarantees, warranties or representations of any kind regarding any Service Provider or any products, services or advice of any Service Provider, and neither we nor any third party that refers you to the Services will be responsible for any action or in action of any Service Provider. For additional clarity, any reference to or use by anyService Provider of any Services, Properties, or trademarks or other brands or names of Patch does not in any way change the disclaimers by Patch regardingService Providers as described in this paragraph. Reference to any products, services or other information by trademark, manufacturer, supplier or otherwise does not constitute or imply an endorsement, sponsorship or recommendation by us. We do not guarantee that the Services can match a User’s service needs with a Service Provider or that there are Service Providers in a User’s area that are capable of and willing to meet a User’s service needs. Any quote or estimate provided in connection with the Services is only a guide, not a contractually binding offer, and is not a guarantee of the actual cost of your specific project. When a Service Provider provides you with products, services or advice, your rights will be governed by your contract with the Service Provider and by applicable federal, state and local laws.

Accounts and Charges for Users

User Account. Account registration is required for Users to receive or use certain Services. When you open or confirm an account, you will be required provide us with specified personal information, which may include your name, address, mobile phone number, and (if applicable) credit card payment details. You must keep your account information complete, accurate and current at all times. You agree to maintain the security of your account information and that you are responsible for all activity in connection withy our account. By creating your account, you agree that communication may be made with you via telephone, email, text (SMS) message or other reasonable electronic or non-electronic means, at any of the contact numbers or addresses you provide, as part of the normal business operation of the Services.

Charges. When Service Providers perform work for you, Patch will charge you for the products or services that the Service Providers provide("Charges"). Patch will also charge you a fee based on a percentage of the Job Fee on each transaction in which you provide Services. You will be informed of Charges before products or services are provided by Patch orService Providers. Patch may offer discounts on Charges from time to time inits sole discretion; to receive those discounts, you must comply with the terms and conditions Patch specifies for the discount. You should confirm Charges each time you request or contract for products or services. Applicable sales tax will be added to all Charges where required by law.

Payment. Payments for Charges are immediately due and payable to Patch upon provision of the applicable Services, and are final and non-refundable except as set forth in the Terms (or, if applicable, the PatchGuarantee). When you use a credit card to pay for Charges, you represent and warrant that the credit card information you provide is accurate and that you are authorized to use it to pay the Charges. You agree not to initiate a chargeback with your credit card issuer unless and until you have exhausted all attempts to resolve any disputes directly with Patch, and you understand that initiating a chargeback does not extinguish your obligation to pay.

Consent for Communications

Telephone and Video Calls and OtherCommunications. When you contact us, when we contact you, or when you communicate with a retail partner, Service Provider or a User through the Services (including when we connect calls between Users andService Providers), we may monitor and/or record those communications for quality assurance, customer satisfaction and other purposes. Calls betweenService Providers and Users that originate with a partner service may also be monitored and recorded. You consent to this monitoring and recording.

Your Consent to Receive AutomatedCalls/Texts. By providing your telephone number(s), you consent to receive autodialed, pre-recorded or artificial voice calls and text (SMS) messages:

  • if you are a User, retail partners, Service Providers and other     companies that help connect you to Service Providers about your project     and other home-related services that may be of interest to you; and
  • if you are a Service Provider, Patch, retail partners and other     companies that help connect you with Users.

Agreeing to receive marketing calls or text (SMS) messages is not a condition of purchasing any goods or services.

We may also contact you for servicing your account, addressing complaints, billing or other account-related matters, or other purposes reasonably related to the Services.

You agree that automated calls or text (SMS) messages may be made to your telephone number(s) even if your number(s) is registered on any state or federal Do Not Call list. You agree to be contacted at any email or mailing address or telephone number that you or anyone acting on your behalf provides to Patch or that we obtain through other lawful means. For complete details on our use of your information, includingCollected Information (as defined below), and how to opt out of receiving Patch marketing communications, please see our Privacy Policy (located at https://www.getpatch.co/privacy-policy).

Permissible Use

Grant of Limited License to Users. We hereby grant you, as a User, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for your personal, non-commercial (unless otherwise agreed by us) and informational use only, subject to your compliance with theTerms.

Grant of Limited License to retail partners. We hereby grant you, retail partners, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for the purpose of providing information and products to Users, subject to your compliance with the Terms

Grant of Limited License to ServiceProviders. We hereby grant you, as aService Provider acting in your professional capacity, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for the purpose of providing information, products and services toUsers as contemplated by the Services, subject to your compliance with theTerms.

The Services and Patch’s Marks areProtected. The Services, including all materials, content and information therein and their selection, arrangement and composition, and all trademarks, service marks or other brands or names of Patch(collectively, the "Content"), are the proprietary property of Patch and its suppliers and licensors and are protected by United States and international intellectual property laws, including trademark and copyright laws. You agree not to remove, alter or obscure any copyright, trademark or proprietary rights notice incorporated in the Content or accompanying the Services. Except for the limited license explicitly granted to you under the Terms, no other license is granted to you, whether by implication, estoppel or otherwise and all rights are explicitly reserved.

No Reverse Engineering. You may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or architectural framework for the Services (except to the extent specifically permitted by applicable law).

No Automated Queries; No Harvesting. You may not access, download, monitor, or copy anyContent contained on or in the Properties or otherwise in the Services through automated or artificial means (including screen and database scraping, spiders, robots, crawlers, deep-link, or any similar or equivalent automatic or manual process), or in any way obtain or attempt to obtain any Content through any means that Patch does not intentionally make available through the Services.However, general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent that adheres to all limitations set forth in any applicable robots.txt file. You may not harvest information about Users or Service Providers for any purpose.

No Improper Uses. You may not frame any part of the Services. You may not use, or attempt to use, the Services through any means not explicitly and intentionally made available, provided or intended with respect to the Services(including attempting to gain unauthorized access to any portion of theProperties, the Services, or any other systems connected to the Properties andServices). You may not use or access the Properties or the Services in any manner that could damage, disable, overburden, or impair the Services or that could interfere with the rights of or otherwise harm Patch, our service providers or suppliers, Service Providers, other Users or any other person.

No Objectionable Conduct. You agree that, in using the Services and interacting with Patch, retail partners, Service Providers and/or Users (as the case may be), you will not (i) engage in any form of harassment or offensive behavior, including making abusive, threatening, defamatory, racist, obscene, or offensive statements; (ii) engage in deceptive or fraudulent behavior; (iii)infringe or violate the privacy rights, property rights or any other rights of any person or entity; or (iv) violate any applicable law, rule or regulation.

Account Information

Accurate Information. If you are a User, you will be asked to disclose certain information about yourself and your service requirements when you submit a request for Service Provider services and when you open or confirm your Patch account. You agree to provide us with accurate, complete and up to date information and to keep it updated, complete and correct. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a telephone number that is not your own. If we discover that any information provided in connection with your registration is false or no longer accurate, we may suspend or terminate your account at any time if you do not correct or update such information.

User Submissions and Other Collected Information

Collected Data Definition. You agree and acknowledge that Patch, retail partners, Service Providers and Users may collect data, text, photos, videos, measurements, comments, reviews, feedback, notes, ideas, know-how, techniques, or other information (individually and collectively, "Information") before, during, and after the provision of Services, or otherwise in connection with the Services (individually and collectively, "CollectedInformation"). If you (or your agents or authorized representatives) order a Patch product and provide your Information to be used in that product (for example, if your inspection data is provided to Patch to create a RepairEstimate Report), then Collected Information includes the provided Information.

You Are Responsible for User Submissions. The Services may permit you and other Users, retail partners, and Service Providers to submit Information (individually and collectively, "User Submissions"). The person submitting a User Submission, and not Patch, is solely responsible for that person’s User Submission and the consequences of submitting it. By way of example and not limitation, if a Service Provider provides you with advice or other information, the Service Provider (and not Patch) is solely responsible for that advice and information. You acknowledge and agree that Patch has no obligation to pre-screen your or any other person’s User Submissions.

Knowingly submitting false names or contact information, or not keeping your contact information updated, not only wastes everybody’s time, it could result in harm to consumers (including violations of privacy) and significant legal and regulatory liability, damages, penalties and costs for Patch and our service providers and partners. Accordingly, if you knowingly input false information in a service request, including any name, telephone number or other contact information that is not yours (whether it’s someone else’s or just made up), or if you fail to keep the information in your Patch account current and correct, you agree to fully indemnify and be liable to Patch and each Service Provider or other party who accepts that service request for any claims (including claims under the Federal TelephoneConsumer Protection Act or its state law equivalents), losses, liabilities, damages (direct, punitive, consequential or other), fines, penalties, and costs and expenses (including reasonable attorneys’ fees) incurred by the affected parties in connection with the false or incorrect information. We have the exclusive right to choose counsel, at your expense, to defend any such claims.

Limited Disclosure of User Submissions. Patch will not display the address of projects or precisely pinpoint the project location on a map to allUsers. However, Patch and its licensees may display the address and other UserSubmissions associated with a given project to a limited audience, including the homeowner of that address, Service Providers, and other third parties involved in the Services. You further acknowledge and agree that the description of the project for which you request Service Provider services, all information contained in any reviews of Service Providers that you submit and any photos that you upload may be viewed by the general public and will not be treated as proprietary or confidential. Please be careful what you post, to avoid inadvertently disclosing your address or any other personal information that you do not wish to be seen by the general public.

License to User Submissions. With respect to both User Submissions and CollectedInformation, you grant Patch a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable, and fully sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, publish, broadcast, publicly perform and display, make, use, import, offer to sell, sell, and otherwise transfer and exploit all copyrights, inventions, and other intellectual property rights in the User Submissions and Collected Information in any form and any medium, subject to our obligations in the Privacy Policy relating to personal information. We will not pay you or otherwise compensate you for User Submissions or Collected Information. You represent that you are the exclusive owner of all rights in the User Submissions that you submit.

Do Not Post Illegal, Harmful, orProhibited Content. You agree not to post, submit or link to any User Submissions or material that (i) is prohibited under the section above entitled Permissible Use/No Objectionable Conduct; (ii) directly or indirectly directs persons to another online or offline location that provides products or services similar to the Services; (iii) involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; or(iv) facilitates gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize.

Review of User Submissions. We do not approve, control or endorse your or anyone else's User Submissions and have no obligation to do so. However, we reserve the right (but assume no obligation) to pre-screen, refuse, remove or modifyUser Submissions for any reason, at our sole discretion.

Suggestions. If you elect to provide or make available to Patch any suggestions, comments, ideas, improvements or other feedback relating to the Services or otherwise (“Suggestions”), Patch will be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner, without credit or compensation to you.

Accuracy of Information. Patch makes no representation or warranty about the accuracy or suitability of the User Submissions or other information displayed on the Properties or provided through the Services. We use commercially reasonable efforts to promptly update any incorrect information displayed on the Properties, when we are notified or otherwise become aware of such inaccuracy. We do not have any obligation to contact you to update or correct any information previously accessed by or provided to you through the Services.

Third-Party Intellectual Property

Third Party Materials andIntellectual Property. TheServices may contain links to third party websites, advertisements, services, offers, activities or other content (collectively, "Third-PartyMaterials"), and Third-Party Materials may be provided on the PatchProperties as part of the Services. These Third-Party Materials are not owned or controlled by Patch. These Third-Party Materials are provided for your reference and convenience only, and do not imply any endorsement, sponsorship or recommendation by Patch. All non-Patch trademarks, product names and logos appearing on our Services are property of their respective owners.

Claims of Copyright Infringement. If you believe that your work has been reproduced in connection with the Services in a manner that constitutes copyright infringement, you may submit a notification pursuant to the Digital MillenniumCopyright Act ("DMCA") by sending a written notification to Patch at the address below, with the following information: (i) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest, (ii) identification of the copyrighted work claimed to have been infringed, (iii) a description of where the material that you claim is infringing is located within the Services, (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address, (v) a signed statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (vi) a signed statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or you are authorized to act on behalf of the owner.

Notification pursuant to the DMCA should be submitted to:

Patch.com, Inc.
Attn: Patch Legal Department
575 E 4th Street
Winston-Salem, NC 27101
help@getpatch.co

Inactive Accounts. If a User account remains inactive for one year or more, Patch reserves the right to terminate the account, including any credits, incentives, rewards or the like associated with the account.

Modification of Services. We reserve the right to modify, restrict access to, or discontinue the Services (or any portion of the Services), temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Services. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to these Terms.

Termination; No Right to Services. We reserve the right to refuse service to anyone. We reserve the right, with or without notice, and in our sole discretion, to terminate any license to the Services, in whole or in part, and to terminate, limit or prevent any User’s or Service Provider’s future access to and use of the Services.

Part 3: Additional Terms for Service Providers

If you are a Service Provider, the terms in this Part 3 also apply to you.

General Terms for All Service Providers

Licenses, Qualification and Insurance. If you solicit, accept or perform services through the Services, you agree that:

  • you will solicit, accept and perform work only if you possess the qualifications, experience and skill necessary to complete such work;
  • you will have (and will continue to maintain) current valid licenses, authorizations, insurance and bonding required by all applicable authorities for any work you solicit, accept or perform; and
  • to the extent professional liability insurance is required for the kind of work you are doing (e.g., under applicable laws, rules and regulations, as a requirement of taking certain projects from Patch, or as requirement for participation in certain programs), you will obtain and maintain that insurance.

Performance of Services.

You agree that, in performing work that you received through the Services:

  • if you receive a User request for a Service Provider to provide services, you will respond to the User (or Patch, in the case of services booked and scheduled by Patch) as soon as possible but in any event within 24 hours. If you do not timely respond, Patch reserves the right to send that project request to another Service Provider and to terminate your right to respond to it;
  • you will complete the work in a professional manner, with the degree of skill and care that is required by best industry standards;
  • you will complete the work in a timely manner (including, if applicable, within any specified time/schedule/completion requirements provided by Patch for the particular job);
  • you will comply with all applicable laws, rules and regulations;
  • you will not engage in any acts of wrongdoing, dishonesty or unethical business practices, including bait and switch tactics, misleading advertising or claims, or calling or continuing to call a User who has requested not to be called;
  • you will not engage in spoofing or any other false identification, whether by telephone, text (SMS), email or other means;
  • you will not make any representations, promises, guarantees or warranties on behalf of Patch or its retail partners;
  • you will not accept payment for your work directly from the User or solicit additional work directly from the User; and
  • you will not subcontract your work except with our prior, express written approval.

If you subcontract any of the work, it is your responsibility to ensure that your subcontractors meet all of the requirements of the Terms applicable to Service Providers, including those relating to qualifications, licenses, insurance, data use and security, and compliance with applicable law. Any action or omission by your subcontractor that would be a breach if done by you will be deemed to be a breach of theTerms by you.

User Information. Patch or its retail partners may provide you with personal information relating to Users that are seeking products or services.You agree that:

  • you will not use such personal information except as required to provide your products or services to such individual;
  • you will not disclose, rent, sell or otherwise provide this information to others without Patch’s and such individual’s consent (and, if Patch so notifies you with respect to your participation in certain programs, the consent of the third party that referred the individual to Patch);
  • you will not use this information to market your products or services (or those of any third party) to such individual, unless Patch notifies you that such marketing is permitted in connection with your participation in certain programs;
  • you will not use, or attempt to use, this information in a manner that would violate the Terms or for any purpose not intended by Patch;
  • you will take reasonable and appropriate administrative, physical and technical measures to protect the security, integrity and confidentiality of User information that you receive from Patch; and you will promptly report all data breaches or other information security events involving User information to Patch;
  • if your account with Patch is no longer active or is terminated, you will not represent that you provide services through any Patch program or network; and
  • you will not represent that you are an employee or agent of Patch.

Encumbrances. You agree that, except to the extent specifically permitted by the terms of a written agreement between you and a User with respect to a project, you will not file or record any lien, claim of lien, stop payment notice, stop notice, security interest, or other encumbrance(“Encumbrance”) on the property of any User or Patch; and if you become aware of an Encumbrance related to your work for a User that is not expressly permitted by your agreement with that User, you will cause the release, dissolution, cancelation or removal of that Encumbrance within 5 business days, irrespective of its validity. We have the right, but not the obligation, to take any and all steps necessary to promptly release any impermissibleEncumbrances. You must reimburse Patch or the User (as the case may be) all costs and expenses, including but not limited to legal fees, incurred by us or the User as a result of any impermissible Encumbrances.

Disputes with Users. You agree that you will cooperate with Patch and its retail partners if we attempt to facilitate the resolution of any customer dispute or complaint between you and a User to whom you provide (or have been booked to provide) product, services or advice. However, we will not be liable to you, the User or any other person for the resolution of (or failure to resolve) any such matter. We reserve the right to charge you for any amounts we pay to a User in connection with any such dispute or complaint, including disputes regarding your performance of or failure to perform services, and you agree to reimburse Patch for any such payments and for any costs, expenses or attorneys’ fees that we incur in connection with such dispute.

You agree that Patch has the right to disclose any information we have regarding you to any authorities requesting information from us regarding any product, services or advice you have provided or proposed to provide or any Services we have provided to you.

Informational Requests; Updates. You agree to comply with Patch's informational requests from time to time in connection with the Services, including providing information to be used by Patch (or our service providers) to perform background checks, credit checks, evaluations of reputation and character and other assessments, and to confirm status if we have connected you with a User.You agree to immediately notify us if: (i) any information you have provided toPatch, or any relevant information about you, has changed, (ii) a User has notified you that they have a complaint with you or any products or services provided by you, (iii) you have received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to your professional license or your products or services, or (iv) you have been notified of any termination, suspension, or lapse of any professional license, insurance or bonding.

Taxes. You agree to properly register to collect sales, use, excise and other taxes, duties, and other governmental assessments in connection with your products or services ("Taxes"), and to collect and timely remit such Taxes to the applicable tax authorities. You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision of your products or services toUsers, except for those Taxes or tax-related payments that Patch is required bylaw to collect or withhold. You agree that you, and not Patch, are solely responsible for all matters related to Taxes. You agree to provide a current and correct W-9 to Patch upon request.

Quality Control. We may access and monitor your Patch account and usage and communication information and may monitor, review and use such account and usage and communication information as we deem appropriate, including as reasonably needed to confirm status of project requests when we have connected you with a User, to investigate complaints or billing issues, to provide services to you, and to verify information you or Users have provided.

Profile. You will be asked to open an account and may be asked to complete a profile in connection with the Services. You agree to promptly complete your profile and to provide us with such additional information as we reasonably request; to provide accurate, complete and up to date information in connection with the Services; and keep that information updated, complete and correct.

You understand and acknowledge that the amount and quality of your information (including the amount and quality of profile data, project activity and endorsements) will affect your exposure within the Services.

You agree that Patch may suspend or terminate your Patch account if it remains inactive for 60 days or more, or if you fail to respond to Patch’s active communications for 15 days or more.

Confidentiality. If you receive confidential information from Patch or its retail partners, until such information is no longer confidential, you agree not to use it or disclose it to any third party except as necessary to perform your obligations contemplated by our relationship. Confidential information includes but is not limited to information concerning Patch’s fees, marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, policies and practices, trade secrets, and any and all other information that is not generally known to the public.

Independent Contractor. You acknowledge that you are an independent contractor and no agency, partnership, joint venture or employee-employer relationship with Patch or its retail partners is intended or created by theTerms or any relationship between us, that you have no power or authority to make any commitments on behalf of Patch or its retail partners, and that Patch and its retail partners have no power or authority to make any commitments on your behalf. You are solely responsible for the supervision, direction and control, compensation, benefits and withholdings of all of your personnel.

No Guarantee. As a Service Provider, you agree and acknowledge that Patch and its retail partners cannot and do not guarantee the results of any Services provided by Patch, including the exposure you will receive as part of the Services, the number or quality of potential customers with whom you will have contact, or whether a homeowner will actually contract with you to do the work if you respond to their project request. You acknowledge that Patch will determine in its sole discretion the manner and terms of Services provided to Service Providers. By way of example and not limitation, Patch may impose limits on the type and/or number of Service Providers that can participate in particular programs, which Service Providers are notified about particular project requests and the timing of such notification, the type and/or number of Services Providers who can respond to particular project requests, and the amount and availability of discounts for particular programs, services orService Providers.

Offset of Amounts Due. You agree that if Patch is entitled under the Terms to payment by you or reimbursement from you of any costs, expenses or other amounts, we may deduct any such amounts from any amount that we owe you.

Fraud or Other Willful Misconduct. Notwithstanding anything else herein to the contrary, you understand that, in the event of willful misconduct by you against Patch, its retail partners, or any Patch homeowner, customer or otherUser of any Patch Services, including but not limited to fraud, theft, failure to perform services for which you received any deposit or payment, or willful damage to property, Patch shall assess against you, in addition to all other fees, damages and penalties to which it may be entitled, a fee equal to three times the dollar amount or value of such fraud, theft, retention of unearned payments, willful damage or other willful misconduct. This fee shall constitute liquidated damages to compensate Patch for the time and effort of Patch’s employees, agents, representatives and attorneys in addressing, investigating, and rectifying your misconduct, and you hereby agree that such fee is reasonable and appropriate.

Further, Patch reserves the right to pursue legal action against you through the state and federal courts of North Carolina or other appropriate jurisdiction in the event Patch determines you have committed fraud, theft, willful failure to perform services for which you have received a deposit or payment, or willful damage to property to, against or involving patch or any User. You agree and consent to the personal jurisdiction and venue of the federal and state courts in ForsythCounty, North Carolina, for any such court action or proceeding.

Service Provider Payments. As a Service Provider, upon your satisfactory performance of a Service and upon the User’s payment for such Services, you will receive the following: (i) the applicable Job Fee for the Service; (ii) any out of pocket expenses for materials and related delivery fee, if any, as agreed to by you and the Customer through the Properties; and, if applicable, (iii) any tip or gratuity provided to you by the Customer (collectively, the "ProviderPayment"). Patch will process all Provider Payments due to you through its third-party payments processor. You acknowledge and agree the Provider Payment shall not include any interest and will be net of any amounts that we are required to withhold by law.

 

i.  Use Fee. Patch will charge the Customer afee based on a percentage of the Job Fee on each transaction in which you provide Services. The amount of the applicable Use Fee will be determined by the category and market location of the job and will be communicated to you byPatch.

Part 4: Additional Important Legal Terms

Warranty Disclaimer

The Services are provided on an "as is" basis without warranties of any kind, either express or implied. To the fullest extent permitted by law, thePatch Parties and its retail partners disclaim all warranties, express, implied, statutory, and otherwise, in connection with the Services and your use of or transactions with Patch, retail partners, Users, Service Providers or other third parties, including any implied warranties of title, merchantability, fitness for a particular purpose, satisfactory quality, security, accuracy, availability, use of reasonable care and skill, and non-infringement, as well as warranties arising by usage of trade, course of dealing, and course of performance.

Limitation of Liability

In no event will the Patch Parties or its retail partners be liable to you or any third party for any cost of cover, lost profits or direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising out of, based on, or resulting from your use of the Services and your use of, or transactions with, Patch, Users, Service Providers or other third parties, whether based on warranty, contract, tort, negligence or any other legal theory, whether or not such damages are foreseeable and whether or not Patch is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

In no event will the collective liability of the Patch Parties arising out of or in connection with the Terms, the Services, and your use of, or transactions with,Patch, Users, Service Providers or other third parties exceed the lesser of (a)the amount you have paid to Patch for use of the applicable Services in the preceding 12-month period or (b) if you have not had any payment obligations toPatch, one hundred dollars (if you are a User) or one thousand dollars (if you are a Service Provider).

Any claims relating to the Services or the Terms must be brought within one (1) year from the date the cause of action arose. Claims brought after such period will be VOID.

Indemnification

In addition to your indemnification obligations with respect to false or incorrect information (described above), you agree to indemnify, defend and hold harmless the Patch Parties and its retail partners from and against any claims, disputes, demands, losses, obligations, liabilities, expenses, damages and costs (including attorneys’ fees) due to or arising out of  your transactions with Users, ServiceProviders or other third parties or any violation by you of any of the Terms or applicable laws. Patch reserves the right, at its own cost and sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Patch in asserting any available defenses.

Release

You agree that you bear all risk and, in consideration of the services provided by Patch, you hereby release Patch and its retail partners, its affiliates, and their respective officers, directors, employees, contractors, shareholders, agents, representatives, licensors, licensees and suppliers (collectively, the"Patch Parties") from all claims, demands, liabilities and damages(actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Services and your use of, or transactions with, Patch, Users, Service Providers or other third parties (including any claims under the federal Telephone Consumer ProtectionAct, Truth In Caller ID Act or Telemarketing Sales Rule and any state equivalents, and any federal or state tort or consumer protection laws). You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits which you have or may have under Section 1542 of the civil code of the state of California or any similar provision of the statutory or non-statutory law of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits.

Disputes

Binding Arbitration. You agree that any dispute or claim arising out of or relating in any way to the Terms, your access to or use of the Services or the Properties or any relationship between us, including the validity, applicability or interpretation of the Terms (any of these, a“Dispute”) will be resolved by binding arbitration rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-RelatedDisputes. The AAA's rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in ForsythCounty, North Carolina or the city within the United States in which you reside. Without limiting the jurisdiction of any other court, you admit and further irrevocably agree to submit to the personal jurisdiction of the courts located within Forsyth County, North Carolina for the purpose of entering judgments on arbitral awards.

Class Action Waiver. Any Dispute will be conducted only on an individual basis and not in a class, consolidated or representative action or arbitration or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action. Your access and continued use of the Properties and/or the Services signifies your explicit consent to this waiver.

Venue. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial and agree that such claim shall be brought only in courts of competent jurisdiction located inForsyth County, North Carolina. You hereby submit to the personal jurisdiction and venue of such courts and waive any objection on the grounds of venue, forum non conveniens or any similar grounds with respect to any such proceeding.

Notwithstanding anything to the contrary, you and Patch may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect intellectual property rights, whether in aid of, pending or independently of the resolution of any Dispute pursuant to the arbitration procedures set forth above.

Governing Law. You agree that the Terms and any Dispute will be governed solely by United States and North Carolina state law, without regard to conflict of law provisions.

A User’s rights under an agreement with a Service Provider will be governed by the terms of that agreement and by applicable federal, state, and local laws.

Attorneys’ Fees. If any of the Patch Parties take legal action against you as a result of your violation of these Terms, the Patch Parties will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to the Patch Parties.

General

Construction. All references to “dollars” or “$” in the Terms or on the Properties refer to United States dollars. Unless otherwise indicated, the words “include,” “includes” and “including,” when used in the Terms, shall be deemed in each case to be followed by the words “without limitation.”

Assignment. The Terms, and any rights and licenses granted hereunder, may be transferred or assigned by you only with Patch's prior written consent, but may be assigned by Patch without restriction and without notice to you.

Entire Agreement and Severability. The Terms (which, as noted above, include any applicable Additional Program Terms) constitute the entire agreement between you and Patch concerning the Services and supersede all prior or contemporaneous communications of any kind between you and Patch with respect to the Services. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, and the remainder of these Terms shall remain in full force and effect.

Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, andPatch's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Third Party Beneficiaries. Nothing in the Terms creates any right of action on the part of any third party, except (i) for the Patch Parties and suppliers or others who are party to written agreements with us explicitly giving them third party beneficiary rights and (ii) as expressly provided in the applicableAdditional Program Terms.

Export Control. Software and the transmission of applicable technical data, if any, in connection with the Services may be subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.

Contact Us. If you have questions about these Terms, please contact us by email at help@getpatch.co or in writing at 575 E 4th Street, Winston-Salem, NC 27104.

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