URBAN BELLHOP, LLC TERMS OF SERVICE
Last Updated: August 1, 2013
Urban Bellhop, LLC is pleased to make its Service, as described below, available to you on the following terms and conditions. The Terms of Service are a legal contract between the individual using the Service (“you”) and Urban Bellhop, LLC (“Company,” “we,” “us,” or “our”). As referenced in this agreement, “Site” means the website operated by the Company and currently located at urbanbellhop.com, as it may be updated, relocated, or otherwise modified from time to time, and includes any and all information, text, images, and other materials and content appearing on or incorporated into that website. The terms “Urban Bellhop” or “Service” mean the Site or any other web sites, networks, embeddable widgets, downloadable software, mobile applications including tablet computer applications (each an “App”), features, messages such as emails that we may send you, and services, whether on-line or off-line, owned or operated by the Company.
1. The Service; Eligibility
THE SERVICE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 18, OR TO ANY PERSON SUSPENDED OR REMOVED FROM THE SERVICE BY THE COMPANY. BY ACCESSING, BROWSING, OR USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE.
If you are using the Service on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative with the authority to bind such organization to the Terms, and agree to be bound by the Terms on behalf of such organization.
2. The Service
Urban Bellhop is a platform for connecting individuals like you who are looking for assistance with various types of projects or tasks (each a “Job”), and Urban Bellhop-affiliated assistants (each an “EA”) that may be willing to perform such Jobs. The Company interviews and runs a background check for each EA, but the Company does not and cannot guarantee the accuracy or completeness of any background check or that a particular EA is qualified to perform a particular Job, as it is solely the responsibility of each EA, and not the Company, to determine whether they are qualified and capable of completing a particular Job. Even when accurate, background checks do not necessarily predict future behavior. WHEN YOU REQUEST SERVICES FROM OR OTHERWISE INTERACT WITH AN EA, YOU SHOULD EXERCISE COMMON SENSE AND CAUTION TO PROTECT YOUR AND OTHERS’ PERSONAL PROPERTY AND PERSONAL SAFETY, INCLUDING BY SUPERVISING EAS IN THE SAME MANNER THAT YOU WOULD SUPERVISE ANYONE ELSE PROVIDING SERVICES TO YOU THAT YOU DO NOT KNOW.
Materials Provided by You. The Company does not claim ownership of any Job requests, images, or other materials (“Submissions”) you submit through Urban Bellhop, however, you affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to provide any such materials for the Company’s use in providing the Service, and you agree to grant and hereby grant the Company a transferable, perpetual, irrevocable, sub-licensable, worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display and exploit such Submissions on and/or in connection with the Service.
Username and Password. You must create an account in order to use some features of the Service. You are responsible for safeguarding the username and password that you use to access any secure or password-protected areas of the Service. You must not to disclose your password to any third party. You are solely responsible for any activities or actions under your username and password, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your username or password.
Connecting Your Account. By connecting the Urban Bellhop with a third-party service (such as Twitter or Facebook), you give us permission to access and use your information from that service as permitted by that service, store your log-in credentials for that service, and post information on your behalf through the service.
Accuracy. You must provide true, accurate, current, and complete information about yourself as requested by any form you complete as part of the process of registering for the Service and/or setting up your account. If we enable you to log in to Urban Bellhop using your credentials from a third party services (such as Twitter or Facebook), you must ensure that all information you make available to us through such third party services (e.g. your name, email address, physical address, gender, and birthday) is true, accurate, and complete. If any information provided by you is untrue, inaccurate, not current, deceptive, misleading, or incomplete, we reserve the right to terminate your account and refuse any and all current or future use of the Service. You are responsible for keeping your account information current and accurate; we will have no liability for failure to deliver notices that result from inaccurate account information.
When you make a Job request, the Company will help facilitate the transaction by providing a mechanism for paying amounts due in connection with each Job (“Charges”). Charges for Jobs will be charged to you in accordance with the Company’s fee schedule in place at the time you request a Job, which the Company may update from time to time on a going-forward basis. Charges may be eligible for a refund when, and only when, a 72 hour notice is provided to the Company. You are liable for any and all taxes (other than taxes based on the Company’s income) for (a) the services provided by the Company, and (b) related to the Jobs performed by EAs.
The Company will charge you for Jobs through the payment method specified in your account (e.g. a credit card). If you pay any applicable Charges with a credit card, the Company may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your requested Job. You authorize such credit card account to pay any amounts described herein, and authorize the Company to charge all sums described herein to such credit card account. You agree to provide the Company updated information regarding your credit card and account upon the Company’s request and any time the information earlier provided is no longer valid.
5. SMS Messaging
When you sign up for the Service, the Company may need to send you SMS Messages in order to confirm your phone number or keep you informed about your a job an EA may be performing for you. Some of these messages maybe necessary for the fulfillment of the Service and cannot be opt-ed out of. Depending on your current carrier plan, you may incur charges for these SMS Messages, and agree to not hold the Company liable for any charges incurred.
You may provide the Company with information and feedback regarding the features and performance of the Service, including reports of failures, errors, or other malfunctions you encounter on the Service along with any associated error messages (the “Feedback”). Feedback provided to the Company may be used by the Company to improve the Service, and accordingly, you hereby grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.
8. Notifications; Modification of Terms
9. Company Property
Your rights with respect to the Service are limited to those rights expressly granted in the Terms of Service. You acknowledge and agree that the Company and its licensors own all right, title, and interest in and to the Service, including all intellectual property rights therein, even if the Company or its licensors incorporate any materials provided or made available by you into subsequent versions of the Service. The Service is protected by copyright, trademark, trade secret, and other laws of both the United States and foreign countries. Except as expressly permitted in the Terms of Service, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or exploit any portion of the Service, including without limitation any information provided through the Service.
The content of the Service includes copyrighted materials, trademarks, trade secrets, and other proprietary information, which may include, without limitation, personal information of users, text, software, photos, video, audio visual recordings, graphics, music and sound. The entire contents of the Service and subsets thereof are also protected by copyright as collective works. The Company owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to the Company. You may not create a database or other archival collection in electronic or physical form by downloading and storing, transcribing, or otherwise utilizing by any manual or automated means, any materials contained on the Service.
10. General Prohibitions
You agree not to do or attempt (or request that any third party do or attempt) any of the following during or in connection with yours (or there) use of the Service:
1.Circumvent or attempt to circumvent any access or use restrictions, data encryption, or content protection related to the Service;
2.Engage in spidering, ”screen scraping”, “database scraping”, harvesting of e-mail addresses, wireless addresses, content available through the Service, including Content, other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Service, including without limitation any information residing on any server or database connected to the Service;
3.Copy, modify or distribute the computer code used to generate web pages on the Service (other than as may be expressly permitted under a separate license agreement);
4.Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;
5.Probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;
6.Access or search the Service with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by the Company or other generally available third party web browsers;
7.Send unsolicited email, bulk email, junk mail, “spam” or chain letters, or promotions or advertisements for products or services, including without limitation those which are designed to promote, directly or indirectly, a product or service with which you have a business relationship or other commercial connection;
8.In any way use the Service to send altered, deceptive or false source-identifying information;
9.Decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service;
10.Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the Site or the Service;
11.Impersonate or misrepresent your affiliation with, or your lack of affiliation with, any person or entity;
12.Use the Service in violation of the Company’s or any third party’s intellectual property or other proprietary or legal rights;
13.Use the Service in violation of any applicable law or request that an EA provides a service which would violate applicable law;
14.Upload, post, email, transmit or otherwise make available materials that infringe or misappropriate any patent, trademark, trade secret, copyright or other proprietary rights of any party.
11. Termination of Use; Discontinuation and Modification of the Service
If you violate any of the Terms of Service, your permission to use the Service will automatically terminate. You also agree that we may, at any time and without notice to you, suspend or revoke your access to and use of the Service, and any account(s) you may have in connection with the Service: (i) for any reason or no reason at all; (ii) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of the Company or any third party; or (iii) in connection with any general discontinuation of the Service. We also reserve the right to modify the Service at any time without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or revocation of your access to or use of the Service. You may terminate this Agreement, and your account, at any time by contacting customer service at urbanbellhop.com.
You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless The Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Company Entities”) from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of the Terms of Service or any representation, warranty, or agreements referenced herein; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iv) any claim or allegation of a third party that the Company has referred to you, to the extent based on any actual or alleged act or omission on your part or behalf, or any other claim or allegation arising as a result of such referral; and (v) any disputes or issues between you and any EA or third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.
13. Use of The Service Is Entirely At Your Risk
THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM (I) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; (II) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE; (III) ANY WARRANTIES THAT THE INFORMATION OR RESULTS PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICE OR JOBS REQUESTED OR PERFORMED IN CONNECTION WITH THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, RELIABLE, COMPLETE, OR UP-TO-DATE; (IV) ANY WARRANTIES, REPRESENTATIONS, PROMISES OR SIMILAR STATEMENTS MADE BY AN EA; AND (V) ANY WARRANTIES WHATSOEVER REGARDING ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ADVERTISED, MADE AVAILABLE, OR REFERRED TO YOU THROUGH THE SERVICE. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGES RELATING TO A JOB, TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE. ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE DOWNLOADED, USED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK.
WHEN YOU USE THE SERVICE TO REQUEST AND HAVE AN EA PERFORM A JOB, YOU UNDERSTAND AND ACKNOWLEDGE THAT NO EA HAS AUTHORITY TO MAKE ANY CHANGES TO THESE TERMS, AND THAT ANY STATEMENTS, REPRESENTATIONS, OR WARRANTIES MADE BY AN EA OR ANY THIRD PARTY ARE DISCLAIMED BY THE COMPANY AND DO NOT EXPAND OR OTHERWISE MODIFY THESE TERMS. WITH THE EXCEPTION OF THE FACT THAT THE COMPANY INTERVIEWS AND RUNS BACKGROUND CHECKS BASED ON THE IDENTIFICATION INFORMATION PROVIDED BY EACH EA, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE QUALITY, RELIABILITY, SAFETY, COMPLETENESS, FITNESS, OR NATURE OF ANY SERVICES PROVIDED BY AN EA.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN SOME CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. Limitation of Liability and Release
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY ENTITIES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE COMPANY ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY ENTITIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF EAS, OTHER USERS, OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. WE ARE NOT LIABLE FOR YOUR RELIANCE ON INFORMATION PROVIDED BY AN EA OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, AND YOU SHOULD INDEPENDENTLY VERIFY THE INFORMATION MADE AVAILABLE BY AN EA OR THROUGH THE SERVICE TO ENSURE THAT IT IS ACCURATE, COMPLETE, AND APPROPRIATE FOR YOU. YOU ARE RESPONSIBLE FOR WORKING WITH AN EA TO DEFINE THE NATURE AND SCOPE OF EACH JOB AND ENSURING SUCH JOB COMPLIES WITH ALL APPLICABLE LAWS. JOBS MAY BE INHERENTLY RISKY AND COULD LEAD TO LOSS OF OR INJURY TO PROPERTY, PERSONAL INJURY, OR DEATH. COMPANY ENTITIES WILL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY IN ANY OF THESE EVENTS. THE COMPANY ENTITIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICE.
IN THE EVENT YOU HAVE A DISPUTE RELATED TO A JOB YOU REQUESTED THROUGH Urban Bellhop, YOU HEREBY RELEASE Urban Bellhop, LLC. (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DAMAGES (ACTUAL OR CONSEQUENTIAL), OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES), OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING FROM OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. IF IT WOULD OTHERWISE APPLY TO YOU, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICE IS LIMITED TO THE GREATER OF (I) THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR ACCESS TO AND USE OF THE SERVICE (INCLUDING AMOUNTS CHARGED IN CONNECTION WITH JOBS) DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM, OR (II) $50. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
15. Dispute Resolution and Arbitration
1.Generally. In the interest of resolving disputes between you and Company in the most expedient and cost effective manner, you and Company agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and Company are each waiving the right to a trial by jury or to participate in a class action.
2.Exceptions. Notwithstanding subsection (a), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
3.Arbitrator. Any arbitration between you and Company will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Company.
4.Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Company’s address for Notice is: [Urban Bellhop, LLC, San Francisco, CA, 94123]. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but If we do not reach an agreement to do so within 30 days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Company shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, Company shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by Company in settlement of the dispute prior to the arbitrator’s award.
5.Fees. In the event that you commence arbitration in accordance with these Terms, Company will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in San Francisco, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
6.No class actions. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
7.Modifications. In the event that Company makes any future change to this arbitration provision (other than a change to the Company’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Company’s address for Notice, in which case your account with Company shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.
8.Enforceability. If only Subsection (f) of this Section 16 or the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described elsewhere in Section 17 shall govern any action arising out of or related to these Terms.
16. Governing Law; Venue
These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California by California residents, and without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Company agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating all such claims or disputes.
18. Contact Information
If you have any questions regarding the Terms of Service or the Service, please contact us at www.urbanbellhop.com or by mail at:
Urban Bellhop, LLC.
1575 Filbert St.
San Francisco, CA 94123