Last Updated: January 12, 2018

The Jonny On It mobile application revolutionizes the home services experience. We empower consumers with the ability to secure and effect home repairs almost effortlessly. We use real-time geo-location, satisfaction ratings, and integrated billing to make the home services experience easier and cheaper for customers and more profitable for service providers.

The following terms and conditions outline your obligations as a Provider and the conditions on which We allow You to access and use the Platform.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING AS A PROVIDER OR OTHERWISE ACCESSING, DOWNLOADING, OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. YOU FURTHER AGREE TO BE BOUND BY ALL APPLICABLE LAWS AND REGULATIONS RELATING TO THE PLATFORM AND/OR ANY JOBS THAT YOU PROVIDE TO USERS AS A PROVIDER. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING OR ACCESSING THE PLATFORM AND YOUR STATUS AS A “PROVIDER” IS HEREBY TERMINATED.

Definitions

As used in these Terms, the following capitalized terms shall have the meanings set forth below:

App	the Jonny On It mobile application
Effective Date	for each version of these Terms, the “Last Updated” date at the top of this page
JOI Fee	the fee due to Us upon completion of each Order, which shall be calculated via Appendix A (Jonny On It Fees) as a % of the total fees due from User to Provider for performance of the Jobs and shall be disbursed automatically through the Platform, by our payment processor, to Us when the User submits payment to the Provider
Order	the agreement between a Provider and User which describes the Jobs to be performed by the Provider
Platform	the Site, App, and all related sites, mobile applications, and the services offered on and in connection with these sites and applications
Provider or You	any service provider who has registered and been approved to provide Jobs to Users and has agreed, in whole, to be bound by these Terms
Jobs	any service approved by Us and either offered by a Provider through the Platform or performed by a Provider for a User
Site	the internet site available at www.jonnyonit.com
Terms	these terms and conditions, as amended from time to time
Undisclosed Condition	any condition that makes the location where the Jobs are to be performed hazardous to any person or property, of which the User knew or should have known and failed to disclose to the Provider prior to finalization of the Order
User	any customer who has registered through the Site to research, locate, and/or hire a Provider to perform Jobs and has agreed, in whole, to be bound by these Terms
We or Us	Jonny On It LLC

Modifications of Terms

We may modify or update the Terms at any time, with or without notice to You. When We do, We will update the “Last Updated” date at the top and the amended Terms shall be effective as of such date. If You do not agree with the amendments, You are no longer authorized as a Provider and must immediately stop using the Platform and provide Us notice to remove You from Provider directories, distribution lists, and other communications lists and to disable your Provider account. Your continued access and/or use of the Platform after such amendment constitutes your acceptance of and agreement to be bound by the amended Terms.

Jobs

The Platform enables customers who wish to engage You to perform Jobs to find You and negotiate an Order with You for such Jobs. By using the Platform, You acknowledge that We do not perform Jobs for Users. We do not control or have the right to control what or how You perform Jobs for Users and We do not provide tools, supplies, or materials to You for performing Jobs. Finally, We do not reimburse You for any expenses related to the Jobs.

No joint venture, partnership, employment or agency relationship exists between You and Jonny On It as a result of these Terms, your use of the Platform, your performance of Jobs, or otherwise. Neither party has any authority to bind the other in any respect.

Payment; Taxes; Disputes

Payment Processing: By using our Platform, You agree that payment for Jobs will be facilitated via the Platform through a third-party payment processor. Our third-party payment processors charge payment processing fees for each transaction completed through the Platform and such fees will be deducted from each transaction in which You receive a payment from a User. The processing of payments will be subject to the terms, conditions, and privacy policies of our payment processors, in addition to this agreement. You hereby authorize Us to take all action necessary with our payment processor, on your behalf, to effect the transactions contemplated by these Terms or any Order.

Stripe: Without limiting the generality of the foregoing, Stripe is one of our payment processors. We utilize its Stripe Connect services. You can learn more about Stripe Connect at www.stripe.com/connect. All payments made via Stripe on the Platform are processed according to Stripe’s terms and conditions and Privacy Policy. You expressly authorize and grant Us the right, power, and authority to (acting on your behalf) access and transmit your data to Stripe as reasonably necessary for Us facilitate your use of the Platform. We do not control and are not liable for the security or performance of any of our payment processors or other third party service providers. We reserve the right to correct, or instruct one or more of our payment processors to correct, any errors or mistakes, even if payment has already been requested or received.

You agree to promptly onboard with Stripe upon our approval of You as a Provider. You hereby authorize Us to share with Stripe any and all information related to You, the Jobs, the Platform, your use of the Platform, the data that You input into the Platform, your Orders, the JOI Fees, all other fees associated with Orders and/or Jobs, and all other information and data about your Platform account, Stripe account, and transactions with Users.

All payments will be processed through Stripe’s services as described on Stripe’s website. You are responsible for reading and complying with all terms and conditions set forth in the Stripe Connected Account Agreement (stripe.com/us/connect-account/legal) and all other terms and conditions of use posted or distributed by Stripe at any time.

Stripe Instant Payout: In certain situations, we may offer Stripe’s “Instant Payout” service, which allows You to receive payments via accelerated settlement into a bank account linked to Your debit card. The availability of Instant Payout is dependent on several factors, including the terms of your debit card agreement and your bank’s ability to accelerate processing. If you choose to take advantage of Instant Payout, additional fees may be withheld from the payment that you would otherwise receive.

Payment Collection: We strictly prohibit cash payments, donations, tips, or any exchange of money outside of the Platform between You and any User. You agree that You will not accept cash payments from Users under any condition and that all future monetary and services transactions between You and any User will be through the Platform. This includes any and all future services provided to the User and category of service provided via usage of the Platform (plumbing, electricity, HVAC, painting, etc.). You are responsible for calculation and collection of all applicable taxes and withholding related to the Jobs that You provide to Users and must notify Users of the amount of such taxes and withholdings when providing estimates for Jobs and account for such taxes and withholdings when establishing the fees to be paid by the User through the Platform.

When You complete the agreed-upon Jobs for a User, You must use the Platform to mark the Jobs as “Job Done”. This will trigger payment collection from the User. The User can then approve payment or dispute the completion of the Jobs. If the User does not timely dispute the Jobs, payment will automatically be collected from the User’s account. You will receive the fees minus the JOI Fee.

User Payment Disputes: If the User disputes the Jobs for any reason within thirty (30) minutes of the status change to “Job Done”, You will be notified and extraction of payment from the User will be cancelled. Upon receipt of notification of such dispute, We expect You to work with the User to resolve the dispute. We are not a party to the agreement between You and any User and are not responsible for disputes or misunderstandings arising from the Jobs or the cost, quality, or estimates associated therewith. Upon resolution of the dispute with the User, You may request payment (of the original or a modified amount) from the User through the Platform; this request is deemed identical to a status change to “Job Done” and triggers the same 30-minute dispute period and dispute process.

Order Cancellation

You may cancel an Order at any time prior to a User’s credit card being charged. We strongly recommend that You communicate with the User prior to such cancellation to avoid negative reviews and/or a dispute of the fees and unnecessary delay.

If You cancel an Order, the User’s credit card will be billed for the fees that You indicate are due for all Jobs completed prior to the cancellation of the Order.

If, at any time and in your sole discretion, You deem the work location for the Order to be a hazard to persons or property for any reason, including, without limitation, due to the presence of hazardous materials, animals, or environmental hazards, You may cancel the Order. If You cancel the Order prior to commencing performance of the Jobs due to an Undisclosed Condition, the User will be charged a cancellation fee.

We trust that the Platform review system and our community of Users will be sufficient to avoid unreasonable or frequent Order cancellations by any one Provider. However, We reserve the right to terminate any Provider who cancels Orders frequently and/or without reasonable grounds for doing so.

Provider Qualification

Each person and entity performing Jobs for a User, utilizing the Platform, and/or receiving payment for Jobs performed must be authorized as a Provider. In order to be authorized as a Provider, You must:

Possess a valid US driver’s license;
Confirm that You own and/or have consistent access to a smartphone or tablet capable of operating the Jonny On It Technology;
Authorize Us to perform financial, criminal, licensure, and other background and credential investigations and searches of You prior to You being authorized and at any time thereafter, while You remain a Provider. The initial checks shall be completed prior to your authorization as a Provider. We may, in our sole discretion, repeat or supplement such investigations at any time while You remain a Provider; and
A statement that (a) all information provided in your Background check is true and accurate, to the best of your knowledge; (b) You are at least 18 years of age and legally able to enter into a binding contract under applicable law; (c) You meet industry standard qualifications (including, without limitation, all educational and training qualifications) and hold all licenses and/or certifications required to provide the Jobs that You intend to offer through the Platform; and (d) that You either (i) have not been convicted of any felony within the last 5 years or (ii) authorize Us to notify all Users of the date and nature of any felony conviction in the last 5 years.
If You will be receiving payment through the Platform, You must also provide the following information and documents to Us, agree to provide updated documents to Us upon our reasonable request, and promptly notify Us upon any change in or to any of the information or documentation described below and provide updated documents supporting such changes:

A copy of your current Declaration of Insurance, showing current General Liability coverage with minimum liability limits of $1,000,000 and listing Us as an Additional Insured;
Current State Business License or the license that You operate under;
Valid US tax identification number;
Business name, entity type, and state of formation;
Current state-required professional licenses for the Jobs You intend to offer and/or perform via the Platform; and
Bank account information for the account in which You wish to receive payments for Jobs performed.
If You are an individual and will be performing Jobs for a User, whether You are also receiving payment through the Platform or are an employee or contractor of another authorized Provider who is receiving payment for Jobs that You complete, You must also provide the following information and documents to Us, agree to provide updated documents to Us upon our reasonable request, and promptly notify Us upon any change in or to any of the information or documentation described below and provide updated documents supporting such changes:

First, Middle (if applicable), and Last Name;
Current address;
Last three addresses, including county of residence;
Valid US Social Security Number;
Current (appropriate for business purposes) photo of yourself;
Current state-required professional licenses for the Jobs You intend to offer and/or perform via the Platform;
Valid email and phone number; and

Warranty of Work

For services (this warranty does not apply to products or parts) You perform via the Platform, You agree to provide User a limited Warranty on all Your labor for a period of 90 days from the initial service date. This warranty shall not apply when:

Repairs are needed to correct a manufacturers defect.
Products have been installed or tampered with by others.
Repairs have been made by others.
Repairs are required due to normal (or excessive) wear and tear.
Damage is caused through misuse, abuse or neglect.
All warranties are void if payment is not made when due.
Warranties extend only to the customer and are not transferable.

License

We hereby grant You a limited, non-exclusive, revocable, non-transferable, non-sublicensable, license to use the Platform for the limited purposes of soliciting and entering into Orders with Users, performing Jobs in accordance with those Orders, and collecting payment for Jobs performed, all subject to these Terms. Nothing herein shall transfer any ownership rights in or to the Platform to You.

Acceptable Use; Restrictions: You shall (i) be responsible for compliance with these Terms and all applicable laws and regulations; (ii) be solely responsible for the Order; the quality, timeliness, and completion of the Jobs described therein; and all interactions with any User relating to an Order; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, including keeping your username and password confidential and not permitting any third party to access or use your username, password, or account for the Platform; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Platform; (v) promptly notify Us if You become aware of or reasonably suspect any security breach, including any loss, theft, or unauthorized disclosure or use of your username, password, or account; (vi) use the Platform and provide Jobs only in accordance with applicable laws and regulations; and (vii) comply in all respects with the terms of any third party service provider linked to or associated with the Platform.

You must not (a) make the Platform available to any third party (including any employee, agent, or associate); (b) allow any third party to access the Platform using your username or password; (c) use the Platform to store or transmit any content that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate the intellectual property, privacy, or publicity rights of any third party or other laws; (d) use the Platform to send spam or other unsolicited messages in violation of applicable law; (e) upload to or transmit from the Platform any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, copy, or otherwise disrupt in any way the integrity or performance of the Platform, any third party use of the Platform, or any third party data contained therein; (g) access the Platform in order to build a competitive product or service or to copy any ideas, features, functions, or graphics of the Platform; (h) attempt to use or gain unauthorized access to the Platform, any feature thereof, or its related systems or networks; (i) remove any copyright notice or statement or other notice or statement of proprietary rights associated with the Platform or any feature or component thereof; (j) mirror the Platform on any other server; (k) claim, express, or imply, whether in writing, electronically, or orally, that any statements You make are endorsed or authorized by Us; (l) install the Platform on any device that You do not control; or (m) authorize, permit, or encourage any third party to do any of the above.

We may immediately terminate the license granted herein and your status as a Provider if You violate any of these restrictions.

Disclaimer

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT, THE CONTENT OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, JONNY ON IT EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON-INFRINGEMENT, THAT ITS PLATFORM WILL MEET YOUR REQUIREMENTS OR THE REQUIREMENTS OF ANY THIRD PARTY, OR THAT ITS SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, JONNY ON IT DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS EXCEPT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. WE DISCLAIM ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING USER- OR PROVIDER-UPLOADED CONTENT, FEEDBACK, AND REVIEWS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. WE DO NOT CONTROL OR VET USER- OR PROVIDER-UPLOADED CONTENT OR ANY FEEDBACK, REVIEWS, OR OTHER CONTENT POSTED ON OR THROUGH THE PLATFORM AND ARE NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE PLATFORM. WE ARE NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY SUPPORTED SERVICES OR THIRD PARTY PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH SUCH THIRD PARTY SERVICES, INCLUDING THE FAILURE OF ANY SUCH SUPPORTED SERVICES OR THIRD PARTY PLATFORMS. WE EXPRESSLY DENY ANY RESPONSIBILITY FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. FINALLY, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USERS, PROVIDERS, OR THE SERVICES PERFORMED BY SUCH PROVIDERS, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY RELATING TO A USER’S OR PROVIDER’S CHARACTER, EDUCATION, TRAINING, SKILL, ABILITY, LICENSURE, OR CERTIFICATION.

You are solely responsible and liable for the determination of whether to provide Jobs to any given User. WE DO NOT CONDUCT ANY CRIMINAL, BACKGROUND, CHARACTER, FINANCIAL, OR OTHER INVESTIGATIONS OF USERS. We encourage You to perform any investigations and research You feel necessary before entering into an Order to provide Jobs.

Limitations of Liability

EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT, SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES WE HAVE RECEIVED FROM USERS FOR WHOM YOU PERFORMED JOBS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JONNY ON IT OR OUR DIRECTORS, EMPLOYEES, AGENTS, ASSOCIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE PLATFORM OR ANY FEATURE OR FUNCTION THEREOF, EVEN IF WE KNEW OR WERE NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM (A) HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN OR (B) THE ORDER, PERFORMANCE OF JOBS FOR A USER, OR YOUR RELATIONSHIP WITH A USER.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEE STRUCTURE SET FORTH IN THESE TERMS, WHICH WOULD HAVE BEEN SUBSTANTIALLY DIFFERENT IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED TO EXCLUDE OR RESTRICT OUR LIABILITY FOR (I) THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF US, OUR EMPLOYEES OR AGENTS; (II) WILLFUL MISCONDUCT OF EITHER PARTY; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

Indemnification

Indemnification by Jonny On It: Subject to your compliance with the Indemnification Procedure below, We shall indemnify, defend, and hold harmless Provider from and against any and all third party claims that the use of the Platform as permitted hereunder infringes the valid U.S. intellectual property or trade secret rights of any third party (a “Provider Claim”). We shall have no liability for any Provider Claim to the extent it arises from (i) a modification of the Platform by or at the direction of Provider or any third party other than Us; (ii) use of the Platform in violation of these Terms or any applicable law; (iii) use of the Platform after We notified You to discontinue use because of an infringement or misappropriation claim; (iv) the combination, operation, or use of the Platform with any other software, program, or device not provided or specified by Us to the extent such infringement would not have arisen but for such combination, operation, or use; or (v) any use of the Platform in a manner that is either inconsistent with its intended use or in breach of these Terms. For avoidance of doubt, our indemnification obligations in this section will not apply to third-party content, User-uploaded content, Provider-uploaded content, or any third party software or hardware accessed through the Platform and/or User or Provider content. If the Platform has become, or in our opinion is likely to become, the subject of any such Provider Claim, We may, at our sole discretion, option, and expense (a) procure for You the right to continue using the Platform as set forth herein; (b) replace or modify the Platform or certain features or functionalities to make it non-infringing; or (c) if options (a) or (b) are not reasonably practicable, terminate our relationship and these Terms. This section sets forth our sole liability (and your sole remedy) regarding infringement or misappropriation of third party rights.

Indemnification by Provider: You shall indemnify, defend, and hold harmless Jonny On It and our directors, officers, employees, agents, and associates from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that Provider content infringes or violates the intellectual property, privacy, publicity, trade secret, or other rights of a third party or violates applicable law; (b) alleging that Provider’s use of the Platform as described in subsections (i) through (v) in the paragraph above infringes or violates the intellectual property, privacy, publicity, trade secret, or other rights of a third party or violates applicable law; (c) relating to or arising from Provider content; or (d) relating to or arising from any breach of these Terms by Provider.

Indemnification Procedure: The indemnified party shall (a) promptly give written notice of the claim to the indemnifying party; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle or defend any claim without the indemnified party’s prior written consent unless it requires no payment or admission by and unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party with reasonable cooperation and assistance at the indemnifying party’s expense.

Provider Representations

You represent and warrant that (i) all information that You provide to Us prior to and while You are a Provider is true and accurate, to the best of your knowledge; (ii) if You learn or suspect that any information You provided to Us is no longer true and accurate, You will immediately notify Us to correct the information; (iii) You have all necessary right, power, and authority to enter into these Terms with Us and to perform as anticipated by these Terms; (iv) your use of the Platform will not violate any laws or regulations in the U.S. or otherwise; and (v) entering into these Terms with Us or any Order with a User and/or using the Platform does not and will not violate any agreement You have with or obligation You owe to any third party.

Intellectual Property

JOI Intellectual Property: JONNY ON IT and other graphics, logos, designs, page headers, button icons, scripts, and other names are the trademarks or trade dress of Jonny On It (the “JOI Marks“). The JOI Marks may not be used, including as part of any trademark, service mark, domain name, social media account name, keyword advertisement, email address, or in connection with any product or service in a manner that is likely to cause confusion. Any use of the JOI Marks to refer to a Provider’s relationship with Us requires prior written authorization from Us and must be consistent with our brand standards, which may be updated at any time in our sole discretion.

You should assume that all content and material made available on the Platform is protected by copyright law. Aside from User- and Provider-uploaded content, all materials and other information on the Platform, including, but not limited to, all text, graphics, logos, icons, images, photos, videos, audio clips, data compilations, and software are the exclusive property of Jonny On It or our licensors and are protected by U.S. and international copyright laws and may not be used without the express written permission of the owner thereof.

Provider Intellectual Property/Publicity: Provider hereby grants to Us a non-exclusive, fully-paid, royalty-free license to use Provider’s name and trademarks in any and all media (1) to provide the services contemplated by these Terms and (2) to promote and market the Platform, Provider’s ability to perform Jobs, and to advertise Provider’s relationship with Us (the “Publicity License“). The Publicity License granted herein shall commence upon You being authorized as a Provider and terminate when your relationship as a Provider expires or is terminated by either party. If You revoke or otherwise terminate this Publicity License at any time, such termination or revocation shall also result in the termination of your authorization as a Provider under these Terms.

Confidentiality

Confidential Information: Each party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and will not disclose or use any Confidential Information (as defined below) of the other party for any purpose outside of the scope of these Terms, and each party shall limit access to Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein. In this Agreement, “Confidential Information” means all information, data, and financial information relating to the business, commercial strategies, pricing, personnel, customers, products, or services of a party not generally known to the public or that by its nature one would generally assume to be confidential (the “discloser”) but excludes any information that the other party (the “recipient”) proves (i) was lawfully in the recipient’s possession before receiving it from the discloser; (ii) is provided in good faith to the recipient by a third party without breaching any rights of the discloser or any other party; (iii) is or becomes generally available to, or accessible by, the public through no fault of the recipient; or (iv) was or is independently developed by the recipient without reference to the discloser’s Confidential Information. In the event that the recipient or any representative of the recipient becomes legally compelled (by law, rule, regulation, subpoena, or similar court process) to disclose any of the Confidential Information, the recipient will (if permitted to do so) provide the discloser with notice of such circumstances and will limit such disclosure to the required disclosure.

Security Requirements: While We take steps to employ appropriate technical and organizational security measures, We cannot guarantee that unauthorized third parties will never be able to defeat those measures. We expressly deny any responsibility for damages, monetary or otherwise, resulting from unauthorized third party access to your account or use, alteration, or disclosure of your content or information. We will promptly notify You in writing as soon as We suspect or become aware of actual third party access to your account or use, alteration, or disclosure of your content or information.

Communication, Text Messages, and Phone Calls

By providing phone numbers and/or email addresses and using the Platform, You authorize Us, to the extent permitted by applicable law, to use this information to contact You via voice calls, emails, text (SMS) messages to your electronic devices, and all other methods of communication associated therewith, whether now existing or created in the future in order to facilitate your use of the Platform. You may incur charges from your communication carrier as a result of these messages. You may opt-out of receiving SMS text messages from Us by replying with the word “STOP” to a text message from Us. You acknowledge that opting out of text (SMS) messages may impact your ability to use the Platform.

General

Assignment: You may not assign or otherwise transfer any of your rights or obligations under these Terms, whether by merger, sale of assets, change of control, operation of law or otherwise, without our prior written consent and any attempted assignment without such consent will be void.

We may assign these Terms in their entirety without your consent to any affiliated company or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our shares or assets, provided that We promptly thereafter notify You of such assignment and allow You to terminate these Terms by giving Us 30 days’ notice in writing within 30 days after receipt of such notice of assignment.

Governing Law; Jurisdiction: These Terms and all use of the Platform hereunder are governed by the laws of the State of Georgia without regard to its conflict of law provisions. All disputes under these Terms and/or arising from your use of the Platform will be resolved in the courts located in the County of Fulton, State of Georgia. The parties hereby consent to, and agree not to challenge, the jurisdiction and forum designations in this paragraph.

Entire Agreement; Severability; Waiver: These terms and other agreements, rules, and policies incorporated by reference into these Terms or posted on the Platform at any time, including without limitation, the Privacy Policy at www.Jonnyonit.com/privacy constitute the entire understanding between You and Jonny On It. Each provision in these Terms is severable. If any provision herein is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of these Terms or of that provision in any other jurisdiction. No waiver of any provision of these Terms is binding unless in writing and signed by the parties to these Terms. No failure to or delay in exercising any right or remedy under these Terms shall be deemed a waiver of that right or remedy. No waiver of any breach of any provision herein shall be deemed to be a waiver of any subsequent breach of that or any other provision in the future.

Appendix A Jonny On It Fees

Fees will be calculated via the number of transactions, per below:

	Bronze	Silver	Gold
Number of Transactions	0-20	21-40	41+
$0-500.99	18%	15%	12%
$501-1000.99	12%	10%	9%
$1001+	6%	5%	4%

For example:

1. Provider has completed 22 jobs via Jonny On It in 2018
2. Provider is therefore a Silver Provider
3. Provider’s 23rd JOI Invoice is for $3,500
4. Jonny On It would take:

15% of the first $500 = $75
10% of the next $500 = $50
5% of the remaining $2,500 = $125
Jonny On It’s total revenue split on a Silver Level $3,500 transaction is $250 ($75 + $50 + $125) or $250.

Number of Transactions are determined via calendar year (beginning January 1 and ending December 31), and reset annually.