NeedTo.com is an internet platform which provides a forum which connects individuals seeking to obtain services ("Employers") and/or individuals seeking to provide task services ("Contractors"). Employers and Contractors together are hereinafter referred to as "Users." Those certain services requested by the Employers, which are to be completed by the Contractors are hereinafter referred to as "Service Jobs".
NeedTo.com is a communications platform for enabling connections between Users. NeedTo Inc. does not take part in the interaction between Users. NeedTo Inc. does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Service Jobs provided by Employers, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. NeedTo Inc. does not have control over the quality, timing or legality of Service Jobs delivered by its Contractors. NeedTo Inc. makes no representations about the suitability, reliability, timeliness, or accuracy of the Service Jobs requested and provided by Users identified through the Platform whether in public, private, or offline interactions.NeedTo Inc. does not assume any responsibility for the accuracy or reliability of this information or any information on the Platform.
NeedTo Inc. does check the backgrounds of Contractors, via a third party service. However, NeedTo Inc. cannot confirm that each User is who they claim to be. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know.
NEITHER NEEDTO.INC., NOR ITS AFFILIATES OR LICENSORS, IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM. NEEDTO INC. AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.
Users of the Platform contract for Service Jobs directly with other Users. NeedTo Inc. will not be a party to any contracts for Service Jobs. NeedTo Inc. facilitates these contracts by supplying a forum where Users can locate each other. Employers shall compensate Contractors for completed Service Jobs by using the NeedTo Platform. When a Service Job is marked as closed by the Employer, the Employer shall furnish to the Contractor the agreed upon payment through the NeedTo Platform. All payments must be paid through theNeedTo Platform. Unless otherwise agreed to, any User who makes a payment, or accepts a payment, outside of the NeedTo Platform shall be liable to NeedTo Inc. for breach of this agreement.
NeedTo Inc. expressly disclaims any liability that may arise between Users of its Platform.
Without limitation, you may not:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
Use the Platform for any purpose which is in violation of local, state, national, or international law.
Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
Advertise or offer to sell any goods or services for any commercial purpose on the Platform which are not relevant to the Service Jobs off
Conduct or forward surveys, contests, pyramid schemes, or chain letters.
Impersonate another person or allow any other person or entity to use your identification to post or view comments.
Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Platform.
Restrict or inhibit any other User from using and enjoying the Public Areas.
Imply or state that any statements you make are endorsed by NeedTo Inc., without the prior written consent of NeedTo Inc.
Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index NeedTo.com in any manner.
Hack or interfere with NeedTo.com, its servers or any connected networks.
Adapt, alter, license, sublicense or translate NeedTo.com for your own personal or commercial use.
Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by NeedTo Inc.
Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner.
All submissions made to Public Areas will be public, and NeedTo Inc. will not be responsible for the action of other Users with respect to any information or materials posted in Public Areas.
You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or NeedTo Inc. for accessing the NeedTo Platform. You are solely and fully responsible for all activities that occur under your password or account. NeedTo Inc. has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact NeedTo Inc. immediately.
Links (such as hyperlinks) from NeedTo.com to other sites on the Web do not constitute the endorsement by NeedTo Inc. of those sites or their content. Such links are provided as an information service, for reference and convenience only. NeedTo Inc. does not control any such sites, and is not responsible for their content. The existence of links on the Platform to such websites (including without limitation external websites that are framed by the NeedTo Platform as well as any advertisements displayed in connection therewith) does not mean that NeedTo Inc. endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
The Platform may be used for your personal, non-commercial use only; you may not use the Platform in connection with any commercial endeavors whatsoever without the express prior written consent of NeedTo Inc.
Without limitation, the Platform may not be used to solicit for any other business, website or service. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to Service Jobs facilitated through NeedTo Inc. without express written permission from NeedTo Inc.
You may not use the Platform to collect usernames and/or email addresses of members by electronic or other means without the express prior written consent of NeedTo Inc.
"Your Information" is defined as any information and materials you provide to NeedTo Inc. or other Users in connection with your registration for and use of the Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. You hereby represent and warrant to NeedTo Inc. that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for NeedTo Inc. or cause NeedTo Inc. to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
Solely to enable NeedTo Inc. to use Your Information, so we are not violating any rights you might have in that information, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known.
Employers are obligated to pay for the use of the Platform, unless specifically notified otherwise. Employers must pay at the end of a completed Service Job transaction. NeedTo Inc. will charge your credit card according to the amount agreed upon between you and NeedTo Inc. for the use of the Platform, and you hereby authorize us to charge your credit card for such amounts.
No refunds or credits will be provided once the Employers credit card has been charged. At NeedTo Inc.'s sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by NeedTo Inc.
While NeedTo Inc. 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 NeedTo Inc. harmless for any damages that may result therefrom. NeedTo Inc. will use third party services to process credit card information. For further information regarding that service, please contact NeedTo Inc. to request information about NeedTo Inc.'s credit card processing providers.
You will be liable for all transaction taxes on the services provided under this Agreement (other than taxes based on NeedTo Inc.'s income).
NeedTo Inc. is not an employment service and does not serve as an employer of any User. As such, NeedTo Inc. will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, social security or payroll withholding tax in connection with your use of Users' services. You understand and agree that if NeedTo Inc. is found to be liable for any tax or withholding tax in connection with your use of Users' services, then you will immediately reimburse and pay to NeedTo Inc. an equivalent amount, including any interest or penalties thereon.
NeedTo Inc. may terminate or suspend your right to use the Platform at anytime for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice.
Without limitation, NeedTo Inc. may terminate or suspend your right to use the Platform if you breach any term of this Agreement or any policy of NeedTo Inc. posted on the Platform from time to time, or if NeedTo Inc. otherwise finds that you have engaged in inappropriate and/or offensive behavior. If NeedTo Inc. terminates or suspends your right to use the Platform for any of these reasons, you will not be entitled to any refund of unused balance in your account. In addition to terminating or suspending your account, NeedTo Inc. reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Even after your right to use the Platform is terminated or suspended, this Agreement will remain enforceable against you.
You may terminate this Agreement at any time by ceasing all use of the Platform. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that users see or read on the Platform is owned by NeedTo Inc. or are used by permission. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. NeedTo Inc. owns all Proprietary Material as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without NeedTo Inc.'s express prior written consent. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of NeedTo Inc. and/or the relevant right holder.
The service marks and trademarks of NeedTo Inc., including without limitation NeedTo.com and the NeedTo logo are service marks owned by NeedTo Inc. Any other trademarks, service marks, logos and/or trade names appearing on the Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
NeedTo Inc. respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Service infringe upon your copyrights, please send the following information to NeedTo Inc. at: 1901 E. Ben White Blvd., Austin, TX 78741.
A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is located. Include enough information to allow NeedTo Inc. to locate the material, and explain why you think an infringement has taken place;
NeedTo Inc. reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Platform or any content or information on the Platform with or without notice. NeedTo Inc. will not be liable to any party for any modification or discontinuance of the Platform.
You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of NeedTo Inc. and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify NeedTo Inc. in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to NeedTo Inc. upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" shall mean any and all of NeedTo Inc.'s trade secrets, confidential and proprietary information and all other information and data of NeedTo Inc. that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
THE PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR/INTENDED PURPOSE, GOOD AND WORKMANLIKE PERFORMANCE, AND NON-INFRINGEMENT
WITHOUT LIMITING THE FOREGOING, NEITHER NEEDTO INC. NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY OR PLATFORM, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM.
NEITHER NEEDTO INC., NOR ITS AFFILIATES OR LICENSORS, IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM.
NEITHER NEEDTO INC., NOR ITS AFFILIATES OR LICENSORS, IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, BETWEEN CONTRACTORS, EMPLOYERS, OR CONTRACTORS AND EMPLOYERS.
NEEDTO INC. AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
YOU AGREE NOT TO HOLD NEEDTO INC, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENTTHAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY NEEDTO INC. OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.
UNDER NO CIRCUMSTANCES WILL NEEDTO INC., ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT NEEDTO INC. OR ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO NEEDTO INC. DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
You hereby agree to indemnify, defend, and hold harmless NeedTo Inc., its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with your use or inability to use the Platform, and/or your performance of a Service Job. NeedTo Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of NeedTo Inc.
Mediation. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and NeedTo Inc. agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) through mediation at least thirty (30) days before initiating any arbitration or court proceeding. Such mediation shall occur in Travis County, Texas, by a mediator of NeedTo Inc's choice. Each party shall bear its own mediation costs. If a User has a dispute, controversy or claim against, NeedTo Inc. stemming from this agreement, the Platform, or a ServiceTask, the User must give written notification to NeedTo Inc. at the following address: 1901 E. Ben White Blvd., Austin, TX 78741.
Binding Arbitration. If you and NeedTo Inc. are unable to resolve a Dispute through mediation, either you or NeedTo Inc. may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and NeedTo Inc. may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Exceptions to Alternative Dispute Resolution. You and NeedTo Inc. agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or NeedTo Inc.'s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief.
Restrictions. You and NeedTo Inc. agree that any arbitration will be limited to the Dispute between NeedTo Inc. and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Location. Arbitration will take place in Travis County, Texas. You and NeedTo Inc. agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the Texas state and Federal courts located in Austin, Texas have exclusive jurisdiction and you and NeedTo Inc. agree to submit to the personal jurisdiction of such courts.
Governing Law. Except as expressly provided otherwise, this Agreement will be is governed by, and will be construed under, the laws of the State of Texas, without regard to choice of law principles.
Severability. You and NeedTo Inc. agree that if any portion of this section entitled "Dispute Resolution and Governing Law" is found illegal or unenforceable, that portion will be severed and the remainder of the section will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled "Exceptions to Alternative Dispute Resolution" is found to be illegal or unenforceable, neither you nor NeedTo Inc. will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Austin, Texas, and you and NeedTo Inc. agree to submit to the personal jurisdiction of that court.
NeedTo Inc. may from time to time provide certain promotional opportunities to Users. All promotions will be run at the sole discretion of NeedTo Inc., and can be activated, modified or removed at anytime by NeedTo Inc. without advance notification.
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship exists beteen NeedTo Inc. and User by way of conduct or this Agreement.
Failure by NeedTo Inc. to enforce any provision(s) of this User Agreement will not be construed as a waiver of any provision or right. The Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules. This Agreement constitutes the entire agreement between you and NeedTo Inc. with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement will inure to the benefit of NeedTo Inc., its successors and assigns.