Welcome to Tokyo Keeper This Agreement (“Agreement”) governs your relationship with Tokyo Keeper, Inc. In this Agreement, we will refer to you, the member Service Professional, and all of your d/b/a’s, affiliates, agents, employees, representatives and subcontractors as “you,” “SP,” “Service Professional” or “member” and to Tokyo Keeper, Inc. and its employees and agents as “we” or “us” or “Tokyo Keeper.” Other Service Professionals who have joined Tokyo Keeper‘s network are referred to in this Agreement as “Service Professionals,” “SPs,” or “members.” Unless otherwise stated, all terms and conditions set forth in this Agreement that apply generally to Service Professionals also apply to and bind you. References herein to the Tokyo Keeper “Website” include any and all websites now, or hereafter, owned or operated by Tokyo Keeper. These Terms & Conditions were last updated on May 21st, 2020. Updated material terms are bolded and underlined.IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.1.What We Agree.a. With Respect to Lead Purchasing Members.2.Tokyo Keeper receives requests from homeowners, consumers, property managers, individuals and other persons (“customers”) expressing interest in certain services relating to home improvement, repair, maintenance and other types of tasks and projects (“service requests”). These service requests from customers may be submitted directly or indirectly to Tokyo Keeper by customers via the Tokyo Keeper Website, telephone calls, third party websites or other means. In turn, Tokyo Keeper may send you a communication about a customer’s service request that contains information about what service has been requested and the customer’s contact information (a “Lead”). We may also send your contact information to the customer. The information we provide about you will be based on the information you submit during the Company Profile Interview (which you may amend from time to time) and Customer Ratings & Reviews, and may be amended by Tokyo Keeper from time to time. Leads may also be sent to other member service professionals based on the category of the service request.3.We limit the number of Service Professionals that are matched to a customer. We do not guarantee to provide you any specific number of Leads, nor do we make guarantees, representations or warranties regarding a customer’s level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the customers, or that any customers will hire you to perform services, nor do we guarantee that you will successfully contact each customer. We are not involved in, nor do we have any responsibility for your contracts with customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. Tokyo Keeper is free to contract with other Service Professionals as this is not an exclusive contract.III. We provide customers with the ability to rate their experience working with you via Customer Ratings & Reviews. You will also have the ability to solicit and collect ratings and reviews from any of your customers, which may or may not be displayed in LiveDirectory (defined below), in Tokyo Keeper‘s sole discretion.1.For Service Professionals using Tokyo Keeper‘s Matching Services, Tokyo Keeper shall endeavor to generate click-throughs to the SP’s listing and online profile page and calls to the Exact Match Numbers (defined below), based upon the profile information supplied by SP. Tokyo Keeper shall provide for the hosting of the SP online profile page (which may appear in the Tokyo Keeper LiveDirectory (defined below) and elsewhere on the Internet, however, SP is solely responsible for all content provided by SP that appears on SP’s online profile page. Tokyo Keeper shall provide the telephone numbers unique to SP’s online profile page (“Match Numbers”). In addition, customers will be able to complete a service request on the SP online profile page. A submission of a service request by a customer on SP’s online profile page, or via a telephone call to SP’s Match Number shall constitute an “Match Lead.” In addition, a lead will be deemed to be a Match Lead anytime a customer is presented with your information and indicates that they desire to be connected with you (whether by clicking on “Request a Quote”, indicating to an Tokyo Keeper representative that they would like to be connected to you, or otherwise indicating that they desire to contact you).2.If your Tokyo Keeper rating drops to two (2) stars or below, you will no longer be permitted to purchase leads from Tokyo Keeper until you raise your rating above two (2) stars (although your directory listing will remain active). You will have the ability to improve your rating by acquiring additional positive reviews to lift the rating. However, you will not be able to use references from non-Tokyo Keeper consumers to increase your rating, you must obtain additional consumer reviews submitted through the Tokyo Keeper platform. Once your rating is greater than two stars, you will regain your eligibility to purchase leads.3.With Respect to Subscription Members:You may purchase a subscription to receive services including: Placement in Tokyo Keeper’s directory product which is displayed on the Tokyo Keeper Website (“LiveDirectory”) and Customer Ratings and Reviews solicitation. You may be displayed among service professionals who are members of Tokyo Keeper affiliate companies, some of whom may have been subject to different screening criteria than the screening you are required to undergo.In the event you purchase a subscription and elect to appear in the LiveDirectory, your business listing may appear on the Pro Reviews section of the Tokyo Keeper Website, in response to requests from customers for contractors in the project categories that you have indicated to us that you perform, in geographic locations where you have told us your perform services. Tokyo Keepers does not make any representations or warranties regarding how often your listing and/or profile (including any ratings or reviews) will appear or be viewed, or where or on what page of the Pro Reviews tab your listing will appear, or your conversion rate for impressions or views of your profile page. You will also have the ability to solicit and collect ratings and reviews from any of your customers, which may or may not be displayed in LiveDirectory, in Tokyo Keepers sole discretion. In addition, the telephone number displayed with your listing shall be your actual telephone number that you provide to Tokyo Keepers (unless your listing is appearing as a Match listing).1.What You Agree.You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, subcontractors, and any individuals performing work on your behalf, at the time you become a Tokyo Keepers SP, and thereafter while this Agreement remains in effect, as follows:2.Membership in the Tokyo Keepers network is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By applying to join Tokyo Keepers, you represent and warrant that you are eligible.3.You are qualified and capable of performing the services, trade, or tasks you selected on the Service Professional Enrollment Form or during your Company Profile Interview, and any subsequent amendments you make to your Customer Profile.4.You are, and at all times will be, properly and fully licensed, bonded and insured* (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status.*If you or your company is operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.**This requirement is only applicable to service professionals accepting Leads in the “Movers” category.5.You will comply with the Tokyo Keepers membership requirements as specified from time to time. If these requirements are amended, you will be advised and must comply with any changes immediately upon notification if no action is required on your part or within thirty (30) days if affirmative action is required of you.6.You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any felony criminal convictions. If at any time during your membership with Tokyo Keepers you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should have a felony conviction entered against such party, you will promptly notify Tokyo Keepers. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize Tokyo Keepers to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.7.You agree to abide by and to follow the terms of the Tokyo Keepers Resolution Process, as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any customer complaints between you and your customers; however we are not liable to you or any customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a customer by Tokyo Keepers in connection with a dispute between you and a customer, or based upon your performance of or failure to perform services for a customer, and you agree to reimburse us for any such payments and for any costs, expenses or attorneys’ fees incurred by Tokyo Keepers in connection with the dispute. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.8.If you provide any quotes to customers via the Tokyo Keepers Website, such quotes are provided for informational purposes only. A customer cannot contract with you via the Tokyo Keepers Website. In the event a customer selects you on our Website in response to a quote you provide (or schedules and appointment), such selection (or appointment) is merely an indication of the customer’s interest in contacting or being contacted by you. You agree that you will not charge a Lead fee to a consumer who has not hired you for a job.9.If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to customers or prospective SPs in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. Tokyo Keepers reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the Tokyo Keepers Website or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by Tokyo Keepers of such content as contemplated by this Agreement, shall not violate any third party’s intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of Tokyo Keepers as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of Tokyo Keepers.10.By posting or providing any content on the Tokyo Keepers Website, including but not limited to photographs (“Content”), you represent and warrant to Tokyo Keepers that you own or have all necessary rights to use the Content, and grant to Tokyo Keepers the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you have own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant Tokyo Keepers and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the Tokyo Keepers Website, and on any other websites owned or operated by Tokyo Keepers. Nothing in this Agreement shall restrict other legal rights Tokyo Keepers may have to the Content, for example under other licenses. Tokyo Keepers reserves the right to remove or modify Content for any reason, including Content that Tokyo Keepers believes violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sublicensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your Tokyo Keepers account is terminated, or if you remove any Content from your Tokyo Keepersaccount, Tokyo Keepers and its users may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.11.You acknowledge and agree that all of the content and information posted on the Tokyo Keepers Website, including but not limited to Service Professional profiles, screening information, and Customer Ratings & Reviews for all Tokyo Keepers Service Professional members (excluding any logos or trademarked materials, or other intellectual property of Service Professionals provided by Service Professionals), is the sole and exclusive property of Tokyo Keepers. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the Tokyo Keepers Website, other than content provided directly by you. You represent and warrant that all of the information you provide to Tokyo Keepers, including any and all information you include on your profile page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to Tokyo Keepers for any such damages, and will indemnify Tokyo Keepers in the event of any third party claims against Tokyo Keepers based on or arising from your violation of the foregoing. You acknowledge and agree that Tokyo Keepers has the right, in its sole discretion, to contact customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Website. Tokyo Keepers is not responsible or liable to you for any comments, ratings or communications of any kind from customers that we choose to post on our Website.12.You acknowledge and agree that in certain areas of the Tokyo Keepers Website or its affiliates’ sites, the “star” rating that you have received from customers may be converted to a “letter” rating, in Tokyo Keepers’s sole discretion.13.You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Tokyo Keepers, any customer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A Tokyo Keepers SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OR OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO Tokyo Keepers AND OTHER SERVICE PROFESSIONAL MEMBERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME AND EFFORT ON THE PART OF Tokyo Keepers. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH THE APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A SERVICE REQUEST, OR LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO Tokyo Keepers, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES OR ATTORNEYS’ FEES THAT MAY ARISE FROM SUCH ACTIVITIES.14.You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by Tokyo Keepers to any other party, including any other Tokyo Keepers Service Professionals.15.In addition to all of the other terms and conditions herein, SPs using Tokyo Keepers’s Match services (not available in Canada) also agree to the following: (i) SP hereby represents and warrants that the information provided by SP in the SP profile on the SP’s online profile page is, and shall at all times be, maintained in an accurate, up-to-date and professional manner, and in compliance with all applicable laws and regulations; (ii) SP hereby agrees that it hereby has automatically pre-accepted any Exact Match Leads provided to it by Tokyo Keepers; (iii) SP hereby agrees to pay for any and all Exact Match Leads, in accordance with the then current Tokyo Keepers fee schedule; (iv) Tokyo Keepers may provide SP’s phone number to any individual calling the Exact Match Numbers; (v) SP acknowledges and agrees that not all consumers calling the SP’s Exact Match Number or visiting the SP’s online profile page will be directed to SP for reasons including, but not limited to the Exact Match consumer’s request not matching the SP’s profile, SP’s account being on hold or no longer being a member of the Tokyo Keepers network, or the SP not having any available spend target. In such event, Tokyo Keepers may direct consumers from the SP’s online profile page to the Tokyo Keepers Website; (vi) SP hereby authorizes Tokyo Keepers to take any and all actions necessary to generate click-throughs to SP’s online profile page and telephone calls to Exact Match Numbers, including contracting with search engines, Internet directories, and other online and offline advertising sources and making the representations herein on behalf of SP to such third parties, and (vii) SP authorizes Tokyo Keepers to use, copy, reproduce, and sublicense SP’s contact information, SP’s profile, and any content on the SP’s online profile page in furtherance of the foregoing. You further acknowledge, that in the event you are using Tokyo Keepers’s Exact Match services, and you are also a LiveDirectory subscription member, you may appear in the LiveDirectory at different times as an Exact Match listing, or a LiveDirectory subscription member listing, but will only be charged Lead Fees when you receive a service request generated from your listing appearing as an Exact Match listing.16.In the event you participate in any promotion whereby Tokyo Keepers promotes an offer or discount related to your services, whether on the Tokyo Keepers Website, via direct mail, or otherwise, you agree to abide by the terms of such offer or discount.17.By enrolling in the Tokyo Keepers network or otherwise becoming a member of Tokyo Keepers, and/or by inquiring about membership in the Tokyo Keepers network or other Tokyo Keepers products or services, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list, and even if you have previously opted-out from receiving marketing emails from Tokyo Keepers, in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails. You agree to sign up for at least two methods of lead notification (for example SMS and email), and acknowledge that if you do not sign up for at least two methods of lead notification, Tokyo Keepers is not responsible for any delayed or undelivered leads.18.Tokyo Keepers’s mobile applications may implement location features that, if you consent, result in automatic collection of your geolocation information, in which case our mobile application may use such information to allow Tokyo Keepers and customers to view and track your location. We may also use this location information for our internal business purposes, and for providing and enhancing our products and services and advertising. IF YOU WANT TO STOP THE AUTOMATIC COLLECTION OF YOUR LOCATION INFORMATION, YOU MAY DO SO BY USING THE PRIVACY SETTINGS ON YOUR DEVICE, OR BY UNINSTALLING OUR MOBILE APPLICATION. CERTAIN FEATURES, SUCH AS SAME DAY SERVICE, WILL NOT BE AVAILABLE IF YOU OPT OUT OF LOCATION COLLECTION.1. Lead Fees. You agree that you will pay Tokyo Keepers on a per Lead basis for all Leads. You agree that payment for Lead Fees will be made by Tokyo Keepers initiating an ACH transfer or processing your credit card each week for the previous week’s activity. You may view a statement of your monthly lead activity on your Tokyo Keepers account, at pro.Tokyo Keepers.com. We may, in our sole discretion and in accordance with our then-existing Lead credit policies, issue you a credit (“Credit”) for any Lead Fees that you dispute (by contacting Tokyo Keepers via our Website, the Tokyo Keepers Pro app, or by telephone), provided, however, that any and all requests for Credits must be received by Tokyo Keepers within 30 days of the date that the Lead Fee charge was incurred. Credits that are issued to a Service Professional’s account will be issued as store credits, which will be applied toward future charges to your account. Credits will expire, if not used, eighteen months after the date the Credit was issued. All Lead Fees constitute advertising fees paid by you to Tokyo Keepers and are in no way, referral commissions based upon your successful completion of services.2. Subscription Fees; License Fees; Other Recurring Fees.For purchases of a subscription membership (monthly, quarterly, or annually), you shall pay such fees on a monthly, quarterly or annual basis, as applicable. You agree that payments will be made by Tokyo Keepers initiating an ACH transfer or processing your credit card, in advance, on a monthly, quarterly or annual basis, as applicable.1. AUTOMATIC RENEWAL OF SUBSCRIPTION; After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period (each a “Renewal Term”), at the renewal price communicated to you at the time your purchased your initial subscription (“Renewal Price”), unless Tokyo Keepers provides you with at least thirty (30) advance notice of a change in your Renewal Price. You agree that your account will be subject to this automatic renewal feature. If you want to change or terminate your subscription, you may do so solely by contacting Tokyo Keepers Customer Care. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires, and you won’t be eligible for any refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Tokyo Keepers to charge your provided payment method now and again at the beginning of any Renewal Term. You also authorize Tokyo Keepers to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your subscription, if Tokyo Keepers does not receive payment from your payment method or payment method provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that Tokyo Keepers may either terminate or suspend your subscription and continue to attempt to charge your payment method until payment is received.2. Free Trials and Other Promotions. Any free trial or other promotion that provides a subscription to the Tokyo Keepers services automatically renews in the same manner as set forth above under the section titled “Automatic Renewal”, provided, however, that the Renewal Price for any Renewal Terms will be higher than during the free trial or promotion initial term. You must cancel your subscription before the end of the trial period in order to avoid being charged the Renewal Price.iii. Discounts. When you purchase multiple product, you may be eligible for certain discounts, as set forth on the then-current pricing plan, provided, however, that cancellation of a product/service for which you have received a discount, may result in the discount being rescinded retroactively for the remaining products/services, and an immediate additional payment to be charged to your method of payment. Purchases of prepaid lead bundles are nonrefundable, even after cancellation of membership.iii. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your Tokyo Keepers profile, and all contact and billing information, are kept up-to-date and accurate. Tokyo Keepers is not responsible, or liable, for undelivered customer notifications. You agree to promptly notify Tokyo Keepers if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.1. You acknowledge that you will not receive a detailed account statement unless you provide Tokyo Keepers with a valid email address or fax number. Your account balance is also available via the Account tab of the Pro.Tokyo Keepers.com Website. Tokyo Keepers will process your balance due at the end of your billing period via your selected payment method. Past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law. In addition, any returned payments will incur a $20 fee per transaction.2. Any disputes about charges to your account must be submitted to Tokyo Keepers in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30 day period, and all such charges will be final and not subject to challenge.3. Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency and we may bill you for, and you agree to pay for any and all collection and related litigation fees.vii. No fee is due or payable to the extent such fee is in violation of any applicable law.viii. Tokyo Keepers is not obligated to refund to you any amounts of prepaid Lead Fees or other prepaid fees such as subscription fees, except solely in the event you rescind or terminate your subscription within the seventy two (72) hour period following your agreement to purchase a subscription.1. You authorize Tokyo Keepers to charge you for any sales or similar taxes that may be imposed on your subscription payments, lead fees, or any other fees charged by Tokyo Keepers.2. Tokyo Keepers Pay.a. When a project has been completed, you may be offered the ability to receive your payment from the consumer directly via the Tokyo Keepers mobile application (“Tokyo Keepers Pay”) in one of two ways, either by you requesting payment from a consumer, or by a consumer initiating payment to you. To request payment, you log into your Tokyo Keepers App, go to your Lead Details, and click request payment for the appropriate Lead. If a consumer has sent you money for services, you will be able to log into your Tokyo Keepers App, select how you wish to be paid (either to your bank account or to a debit card), and the payment will be processed within twenty four (24) hours. You will have sixty (60) days after the consumer submits a payment to collect the payment. Should you opt out of Tokyo Keepers Pay (by going to Settings in your App, clicking the Tokyo Keepers Pay section and selecting Disable Tokyo Keepers Pay) or fail to collect your payment within this thirty day period, you and the consumer will be notified that the payment has been cancelled, and you will need to seek payment from the consumer directly. Tokyo Keepers Pay may not be used to charge a Lead fee to a consumer, it may only be used for collecting payment for a won job.3. By participating in Tokyo Keepers Pay and agreeing to the Tokyo Keepers Terms, you agree that you are accepting payments from Tokyo Keepers consumers via Tokyo Keepers Pay and that Tokyo Keepers is authorized to store your bank account or debit card information for future payments, and that Tokyo Keepers may deposit all future payments into your Tokyo Keepers Pay account. You further agree that you will not seek payment from the consumer directly where you have received payment from the consumer through Tokyo Keepers Pay, and that you will only seek payment for services you have performed or will perform.4. Tokyo Keepers, in its sole and absolute discretion, may refuse to approve or may terminate existing enrollments for Tokyo Keepers Pay with or without cause or notice, other than any notice required by any applicable law, and not waived herein. Tokyo Keepers may ban you from using Tokyo Keepers Pay (and the Tokyo Keepers services) if we believe you are abusing Tokyo Keepers Pay. Tokyo Keepers may also cancel a payment request made through Tokyo Keepers Pay if such request is improper in Tokyo Keepers’s reasonable commercial discretion.5. You acknowledge and agree that your payments made through Tokyo Keepers Pay are transactions between you and the consumer and not with Tokyo Keepers or any of its affiliates. Tokyo Keepers is not a party to your payments unless expressly designated as such on the Tokyo Keepers website.6. Tokyo Keepers Pay may not be used to process a payment, or otherwise transfer money between you and a consumer, that is unrelated to the consumer’s purchase of services from you. You may not use Tokyo Keepers Pay to purchase any illegal goods or services or for any other underlying illegal transaction. You agree that you will not use Tokyo Keepers Pay to purchase any services or products that violate these Terms, other policies or rules applicable to Tokyo Keepers Pay, or applicable law. Failure to comply with these limitations may result in suspension or termination of your use of Tokyo Keepers Pay and/or your Tokyo Keepers account.7. You agree to release Tokyo Keepers, its affiliates, and their agents, contractors, officers and employees, from all claims, demands and damages (actual and consequential) arising out of or in any way connected with a dispute related to Tokyo Keepers Pay. You agree that you will not involve Tokyo Keepers in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement in connection with Tokyo Keepers Pay. If you attempt to do so, (i) you shall pay all costs and attorneys’ fees of Tokyo Keepers and its affiliates and shall provide indemnification as set forth below, and (ii) the jurisdiction for any such litigation or dispute shall be limited as set forth in Section X. However, nothing in these Terms waives any rights, claims or defenses that you may have with respect to a payment under an agreement with your method of payment issuer, the card association rules or applicable state and federal laws.8. Payment processing services for Service Professionals are provided by Stripe and are subject to the Stripe Connected Account Agreement, located at https://stripe.com/us/connect-account/legal, which includes the Stripe Terms of Service, located at https://stripe.com/us/legal (collectively, the Stripe Services Agreement). By agreeing to these Terms herein, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of participating in Tokyo Keepers Pay through Stripe, you agree to provide Tokyo Keepers accurate and complete information about you and your business, and you authorize Tokyo Keepers to share it and transaction information related to your use of the payment processing services provided by Stripe. You also authorize Tokyo Keepers to pass on information provided by you (e.g. your birthday or the last four digits of your social security number) to Stripe so that Stripe may use it to protect the integrity of your account.9.While we will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom.10. If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Tokyo Keepers or third parties, then Tokyo Keepers may withhold any payments to you for as long as we determine any related risks to Tokyo Keepers or third parties persist. For any amounts that we determine you owe us, we may (i) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (ii) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (iii) reverse any credits to your bank account; or (iv) collect payment or reimbursement from you by any other lawful means.11. Tokyo Keepers Seal of Approval.License. While this Agreement remains in effect, and while you remain in full compliance with all terms set forth herein, Tokyo Keepers hereby grants you a non-exclusive, non-transferrable, non-sublicenseable, license to use and display the Tokyo Keepers Seal of Approval in connection with marketing your business. You agree that any use or display of the Tokyo Keepers Seal of Approval must comply with all standards and guidelines of Tokyo Keepers adopted from time to time with respect to the proper use and display of the Tokyo Keepers Seal of Approval.12. Restrictions. You may only use the Tokyo Keepers Seal of Approval in the event you pass Tokyo Keepers’s pre-screening criteria initially and annually thereafter, which shall be determined in Tokyo Keepers’s sole discretion. Tokyo Keeper may also re-screen your business at any time in its sole discretion, and may terminate this Agreement in Tokyo Keeper’s sole discretion. Further, you agree that you will use and display the Tokyo Keeper Seal of Approval solely in connection with the tasks for which Tokyo Keeper pre-screens you. For example, if you are pre-screened as a plumber, you may not use the Tokyo Keeper Seal of Approval to advertise your business for any services other than plumbing services. Further, you may only use the Tokyo Keeper Seal of Approval in the state or states for which you have been pre-screened by Tokyo Keeper. You may only use the Tokyo Keeper Seal of Approval for its intended use, and you may not misrepresent Tokyo Keeper, Tokyo Keeper’s products or Services, your affiliation with Tokyo Keeper, or the Tokyo Keeper Seal of Approval. If at any time any of your screening status should change (i.e. state-level license terminated; fall out of good standing in your state of incorporation), you must immediately report such change to Tokyo Keeper, and if such change causes your business to fail Tokyo Keeper’s screening criteria, in Tokyo Keeper’s sole discretion, then your license to use the Tokyo Keeper Seal of Approval is immediately suspended, and if not remedied to Tokyo Keeper’s satisfaction within thirty days of notification, this Agreement shall automatically terminate. You also hereby agree to be re-screened by Tokyo Keeper annually, and at any other time as desired by Tokyo Keeper, and failure to allow such rescreening, or failing the re-screening, in Tokyo Keeper’s sole discretion, shall result in the immediate and automatic termination of this Agreement. The license granted hereunder is solely for the use of the Tokyo Keeper Seal of Approval, and you do not have any right to use the Tokyo Keeper name or logo separately or apart from the Tokyo Keeper Seal of Approval.13. Accessing the Tokyo Keeper Seal of Approval. You agree that you shall access the Tokyo Keeper Seal of Approval solely via the following methods: (a) via a code snippet provided to you by Tokyo Keeper for use online on your website, or (b) any other method generally offered by Tokyo Keeper. You may not make any changes or modifications to the Tokyo Keeper Seal of Approval (including the code snippet), and shall only use the Tokyo Keeper Seal of Approval in the exact form and format in which it is provided to you by Tokyo Keeper.14. Programs Where You May Receive Leads Over and Above Your Spend Target.a. Instant Booking. Unless you expressly opt-out, Tokyo Keeper may send you booked leads under Tokyo Keeper’s Instant Booking program (“Instant Booking”), which allows consumers to book appointments with you, on a calendar set up for you on the Tokyo Keeper Website (“Booked Appointments”). You may choose to sync your own online calendar with the Tokyo Keeper Instant Booking calendar so that these bookings will show up in real-time on your own calendar. We will notify you and attempt to confirm these bookings with you, so if you choose not to sync with the Tokyo Keeper calendar, we recommend that you log in to your Tokyo Keeper account and update the Tokyo Keeper calendar to block out dates and times when you are not available or do not wish to book appointments. As part of Instant Booking, you agree to the following: (i) you shall update, maintain, and keep current your schedule in the Tokyo Keeper Online Calendar (or any other calendar with which Tokyo Keeper has integrated), (ii) you will confirm every Booked Appointment, provided, however, that you shall be charged for all Booked Appointments, regardless of whether you confirm them or not, (iii) you shall honor every Booked Appointment, show up on time for all such appointments, and honor any quotes or estimates you provide to consumers, (iv) you shall pay a premium lead fee for Booked Appointments (v) you understand and agree that Booked Appointments are not guaranteed jobs, but merely consumer leads, and that you are obligated to pay the applicable lead fees regardless of whether the consumer hires you, or even shows up for, or cancels, the booked appointment, (vi) lead fees for Booked Appointments are in addition to, and do not count toward, your spend targets for Leads, and therefore, if you have reached your spend target, you would still be charged for any Booked Appointments received thereafter. Tokyo Keeper reserves the right to terminate your participation in Instant Booking at any time, for any reason or no reason.15.Instant Connect. Tokyo Keeper may offer you the opportunity to participate in Tokyo Keeper’s Instant Connect program (“Instant Connect”), which allows consumers to request to be connected to you directly via telephone. If you participate in Instant Connect, you agree to the following: (i) you shall pay a premium lead fee for Instant Connect leads, (ii) you understand and agree that Instant Connect leads are not guaranteed jobs, but merely consumer leads, and that you are obligated to pay the applicable lead fees regardless of whether the consumer hires you, (iii) lead fees for Instant Connect are in addition to, and do not count toward, your spend targets for Leads, and therefore, if you have reached your spend target, you would still be charged for any Instant Connect leads received thereafter. Tokyo Keeper reserves the right to terminate your participation in Instant Connect at any time, for any reason or no reason.16. Job Opportunities Program. Tokyo Keeper may offer you the opportunity to participate in Tokyo Keeper’s Job Opportunities Program, which allows you to view and select additional job opportunities (consumer leads) submitted by consumers that may be outside of your selected zip codes. If you accept a Job Opportunities lead, you agree to the following: (i) you shall pay a premium lead fee for Job Opportunities leads, (ii) you understand and agree that Job Opportunities leads are not guaranteed jobs, but merely consumer leads, and that you are obligated to pay the applicable lead fees regardless of whether the consumer hires you, (iii) lead fees for Job Opportunities are in addition to, and do not count toward, your spend targets for Leads, and therefore, if you have reached your spend target, you would still be charged for any Job Opportunities leads you have accepted thereafter, (iv) you must have the latest version of the Tokyo Keeper mobile application to receive Job Opportunities leads, (v) even if you have turned your leads off, if you select a Job Opportunities lead, you will be charged for that lead, and (vi) you understand that Job Opportunities leads are not exclusive to you and may also be sent to other service professionals. Elite 360 members and/or members enrolled in Tokyo Keeper under a corporate membership account are not eligible to participate in the Job Opportunities program.17. Miscellaneous. If you pause or turn off your leads, when you turn them back on, a new monthly spend target cycle will be created, such that it is possible your monthly spend target could be exceeded in less than one calendar month. Additionally, your exact spend target may be exceeded in the normal course of events by a Lead or two because our matching algorithm will send a Lead up until the precise point your spend target is exceeded (i.e. if your spend target is $500, and you are currently at $480, you may still receive at Lead valued at $40, at which point you would not receive any more leads as you would have exceeded $500).1. Limitation of Liability. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Tokyo Keeper TO YOU EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO Tokyo Keeper DURING THE PRECEEDING 12 MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM2.Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE Tokyo Keeper SERVICES AND Tokyo Keeper SEAL OF APPROVAL ARE PROVIDED TO YOU ON AN “AS IS” BASIS, AND Tokyo Keeper DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAWVIII. AGREEMENT TO ARBITRATE ALL DISPUTES AND GOVERNING LAW.a. The exclusive means of resolving any dispute between you and Tokyo Keeper or any claim or controversy arising out of or relating to or that have arisen based on use of this Website and/or Tokyo Keeper’s services (including any alleged breach of these Terms and Conditions) shall be BINDING ARBITRATION administered by the American Arbitration Association, EXCEPT AS EXPRESSLY PROVIDED BY APPLICABLE FEDERAL OR STATE LAW. You may not under any circumstances commence, participate in or maintain against Tokyo Keeper any class action, class arbitration, or other representative action or proceeding.NOTICE OF RIGHTSb. By using the Website and/or Tokyo Keeper’s services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Tokyo Keeper. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
