toSERVO, LLC.

TERMS OF USE

Effective Date: May 15, 2018

Acceptance of the Terms of Use

These Terms of Use ("Terms of Use") constitute a legally binding agreement between you ("User" or "you" or "your") and toSERVO, LLC ("toSERVO" or "we" or "us"). The following terms and conditions, govern your access to and use of toSERVO's mobile application for iOS and Android devices (the "App"), and your access to and use of toSERVO's website located at www.toservo.com (the "Website") including any content, functionality and services offered on or through the Website (the "Internet Services") (the Website, the Internet Services, and the App, are collectively referred to as the "toSERVO Platform"), whether as a guest or a registered User.

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND toSERVO HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION 26 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST toSERVO TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A PROVIDER, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 26.

Please read these Terms of Use carefully before you start to use the toSERVO Platform. By installing the App, by otherwise accessing or using any aspect of the toSERVO Platform, or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree that you have read, understood, and agree to be bound and abide by these Terms of Use (including the dispute resolution and arbitration provisions in Section 30) and our privacy policy, found at www.toSERVO.com/privacy-policy/ ("Privacy Policy"), incorporated herein by reference (together herein referred to as this "Agreement"). If you do not agree to this Agreement, you may not access or use the toSERVO Platform.

By installing the App, clicking to accept or agree to these Terms of Use, or by otherwise accessing and using any aspect of the toSERVO Platform, you represent and warrant that: (a) you are at least 18 years old, are of legal age to form a binding contract with toSERVO in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; (b) you have the right, authority and capacity to enter into this Agreement; and (c) if you are using the toSERVO Platform on behalf of a company, entity, or other organization, then you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to these Terms of Use, and agree to be bound by these Terms of Use on behalf of that entity. If you do not meet all of these requirements or agree to be bound by the terms and conditions of these Terms of Use you must not use or access the toSERVO Platform or the Services.

MATERIAL TERMS AND NOTICES

As provided in greater detail in these Terms of Use (and without limiting the express language of these Terms of Use), you acknowledge the following:

 

  1. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. Please check these Terms of Use periodically for changes. If a change to these Terms of Use materially modifies your rights or obligations, you will be required to accept the modified Terms of Use to continue to use the toSERVO Platform. Material modifications are effective upon your acceptance of the modified Terms of Use. Immaterial modifications are effective upon publication. Disputes arising under the Terms of Use will be resolved in accordance with the version of the Terms of Use that was in effect at the time the dispute arose.

  1. toSERVO Platform Connects Users

The toSERVO Platform provides a marketplace or communication platform where independent, self-employed individuals and/or businesses ("Providers") can locate potential customers, both individuals and businesses that reside in the United States ("Customers"), that are seeking to obtain assistance with the performance of private patrol observe and report services around their homes or places of business. The toSERVO Platform further offers Providers digital marketing assistance, payment processing, and other digital services. Each Provider and Customer is a "User" for purposes of these Terms of Use. Each User shall create an account that enables such User to access the toSERVO Platform. In addition to a User account, Providers must have their Provider account approved prior to accessing the Provider functions through their User account. For purposes of this Agreement, the services provided by Providers to their Customers that are scheduled through the toSERVO Platform shall be referred to as the "Services.” It is up to the Providers to decide whether to provide Services to Customers contacted through the toSERVO Platform.

Providers using the toSERVO must fully comply with Title 16 Occupational and Professional Licensing, Chapter 48 Private Law Enforcement Practitioners of the New Mexico Administrative Code (“16.48.1 NMAC”), including holding an active security guards license. Failure to be in full compliance with 16.48.1 NMAC will result in immediate suspension from performing further patrols for toSERVO until compliance can be shown.

ANY DECISION BY USERS TO OFFER OR ACCEPT SERVICES THROUGH THE toSERVO PLATFORM IS A DECISION MADE IN SUCH USER'S SOLE DISCRETION. EACH SERVICE PROVIDED BY A PROVIDER TO ITS CUSTOMER SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN THAT PROVIDER AND CUSTOMER. PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OR SUBCONTRACTORS OF toSERVO. toSERVO MAKES NO REPRESENTATION AND IS NOT RESPONSIBLE FOR THE PERFORMANCE OF USERS, NOR DOES IT HAVE CONTROL OVER OR MAKE REPRESENTATIONS REGARDING THE QUALITY, TIMING, LEGALITY, FAILURE TO PROVIDE, OR ANY OTHER ASPECT WHATSOEVER RELATING TO ANY SERVICES. toSERVO DOES NOT HAVE CONTROL OVER THE QUALITY, TIMING OR LEGALITY OF SERVICES DELIVERED BY PROVIDERS. toSERVO HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SERVICES PROVIDED TO CUSTOMERS BY PROVIDERS, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANT OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION OR CODE. EXCEPT AS OTHERWISE SET FORTH HEREIN, toSERVO IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY PROVIDER.

  1. Provider Background and Identity Check Process

toSERVO requires all Providers using our platform to hold on their person while performing services for toSERVO an active New Mexico Security Guard License. This license requires a background check and must be renewed with a new background check every two years. toSERVO also requires each Provider to submit to toSERVO a government-issued photo ID. Although toSERVO performs background and identity checks on each Provider, toSERVO cannot confirm that each Provider is who they claim to be, and therefore, toSERVO cannot and does not assume any responsibility for the accuracy or reliability of the identity or background check information or any information provided through the Service.

YOU ACKNOWLEDGE AND AGREE THAT toSERVO IS NOT LIABLE FOR DAMAGE THAT MIGHT ARISE OUT OF THE SERVICES. toSERVO IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICES. Each User should exercise caution and common sense to protect their personal safety and property, just as you would when interacting with any person with whom you do not know.

  1. Patrol Fees for Services
  1. Patrol Fee. Customers shall be charged pursuant to the rates quoted via the toSERVO Platform at the time the Service is scheduled, which shall be based either on (i) the amount you bid for each patrol visit to your selected location (ii) an amount set by toSERVO. toSERVO has the authority and reserves the right to determine and modify pricing by applying advertised sales or promotional discounts, which will be disclosed to you prior to your submission as a Customer or acceptance as a Provider of a Service request. You are responsible for reviewing the applicable Patrol Fee prior to the submission or acceptance of a Service. As a Customer, you shall be responsible for all incurred Patrol Fees charged under your User account regardless of your awareness of such Patrol Fees or the amounts thereof. Similarly, as a Provider, you agree that the Patrol Fees for the Services that you perform shall be the amount disclosed to you prior to your acceptance of a Service regardless of your awareness of such Patrol Fees or the amount thereof.
  2. Excluded Services. Users hereby agree not to schedule or perform any of the following as Patrols or Services through the toSERVO Platform (collectively, the "Excluded Services"):
  1. Services beyond requiring the provider to make and report observations at a designated location;
  2. Services requiring a provider to exit their vehicle;
  3. Patrols involving domestic disputes;
  4. Services that make the User unsafe or uncomfortable;
  5. Services that involve the transportation of and ridesharing among our Users in any type of motor vehicle, aircraft or watercraft; or
  6. Any Service that is illegal or criminal in nature in the state or locality in which it is posted or takes place.
  1. Payments

Users of the toSERVO Platform contract for the Services directly with other Users. toSERVO is not a party to any contracts for the Services. The toSERVO Platform facilitates these contracts by supplying a medium through which Customers can connect with Providers, schedule the Services, and make payments for the Services directly from the Customer to the Provider. Notwithstanding the foregoing, Customers may not circumvent the toSERVO Platform by using the toSERVO Platform to connect with Providers and then engage those Providers for Services outside of the toSERVO Platform.

  1. Payment Processing Service. To facilitate payment for the Services, each User is required to register a credit card and each Provider is required to register using the Provider's bank account details. You authorize us and the payment processing service retained by us (currently, Stripe) to facilitate the transaction of the Services and the payment remittance of all applicable charges and fees between you and other Users and between you and us. All payments transacted through Stripe shall be subject to the Stripe Connected Account Agreement, located at https://stripe.com/connect/account-terms, which includes the Stripe Terms of Service, located at https://stripe.com/us/terms (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement, 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 toSERVO facilitating payment processing services through Stripe, you agree to provide toSERVO accurate and complete information about you and, if applicable, your business, and you authorize toSERVO to share it and transaction information related to your use of the payment processing services provided by Stripe.
  2. Customer Payments. As a Customer, we will charge your credit card or according to the amount of all Services, if any, you scheduled through the toSERVO Platform. You hereby authorize us to charge the credit card on file in your account for such amounts upon the completion of the scheduled Patrol Services. We retain the right, in our sole discretion, to place a hold on your credit card for an ordered or completed Service transaction. Any payments paid outside of the toSERVO Platform are not subject to the toSERVO Guarantee and is a violation of the terms of this Agreement.

No refunds or credits will be provided once the Customer's credit card has been charged. While we will use commercially reasonable efforts to protect 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.

  1. Provider Payments. As a Provider, upon your satisfactory performance a Service for your Customers as an self-employed service provider through the toSERVO Platform, and upon your Customer’s payment for such Services, you will receive the applicable Patrol Payment for the Patrol. toSERVO will process all payments due to you through its third-party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law. You expressly authorize toSERVO to pre-set the prices on your behalf for all Patrol Fees that apply to the provision of Services that you provide through the toSERVO Platform.
  2. Notwithstanding the above, Providers may request an adjustment of their applicable Patrol Fees upon written notice to the attention of toSERVO’s General Counsel. toSERVO reserves the right to withhold all or a portion of Job Fees if it believes that you have attempted to defraud or abuse toSERVO or toSERVO's payment systems.
  1. Use Fee.  As a Provider, in exchange for permitting you to offer your services through the toSERVO Platform, you agree to pay toSERVO (and permit toSERVO to retain) a fee based on each transaction in which you provide Services (the "Use Fee"). toSERVO reserves the right to change the Use Fee at any time in toSERVO's discretion and toSERVO will provide you with notice in the event of such change. Continued use of the toSERVO Platform after any such change in the Use Fee calculation shall constitute your consent to such change.
  1. Promotions. toSERVO, at its sole discretion, may make available promotions with different features to any of our Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with toSERVO. You are not required to participate in promotions. BY PARTICIPATING IN ANY PROMOTIONAL ACTIVITY VIA THE toSERVO PLATFORM, YOU ARE AGREEING TO ANY ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO THE PROMOTIONAL ACTIVITY, including the following:
  1. toSERVO Promo Codes.  From time to time, toSERVO will distribute unique alphanumeric codes or preloaded credits (“Promo Codes”) that can be redeemed by Users for a set percentage or value off a Service (such percentage and value amount may be changed by toSERVO without notice prior to redemption), but unless otherwise indicated, the Promo Code does not apply to platform fees, dump fees, tips or other fees and charges. Promo Codes are only redeemable for use on the toSERVO Platform to be applied towards Services and are non-transferable or redeemable for cash value. Promo Codes must be applied prior to the submission of a request for a Service and cannot be applied to previously completed Services. Only one Promo Code can be used per Service and each unique Promo Code is limited 1 per User, per household, per service address, and any balance remaining on the Promo Code will be forfeited, unless otherwise agreed to by toSERVO in its sole discretion. Promo Codes and other discounts cannot be combined with any other offers or promotions and may be limited in quantity.  Promo Codes are subject to expiration and must be used within the amount of time stated by toSERVO at the time the Promo Code is provided to you, but in no event later than (30) days from the date thereof; provided, however, that toSERVO reserves the right in its sole discretion to extend the validity of a Promo Code beyond the stated expiration date. toSERVO further reserves the right to withhold or deduct credits or other features or benefits obtained using a Promo Code by a User if toSERVO determines or believes that the use or redemption of a Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms of Use. Unless preloaded to a User account by toSERVO in its sole discretion, Users must enter each Promo Code into their account for its appropriate value before a User can use that value on the toSERVO Platform.  
  1. Service Cancellation

toSERVO's cancellation policy for specific Services is as follows:

  1. Cancellation by Customer. As a Customer, you may cancel your requests for a Patrol through the Platform at any time, subject to the following:
  1. If you cancel after a Patrol Officer has indicated they are “Enroute” to your checkpoint via the toSERVO Platform, you will be charged the amount owed to the Patrol Officer and any Platform transaction fees.
  1. Cancellation by Provider. As a Provider, you may cancel your requests for a Patrol through the Platform at any time, subject to the following:
  1. After indicating through the Platform that you are enroute to a Patrol, and do not begin the checkpoint report within 30 minutes, you shall be deemed to have cancelled the patrol.
  2. After beginning to report on a Patrol, if the final report submission is not made within 30 minutes, you shall be deemed to have cancelled the patrol.

toSERVO cannot guarantee that a cancelled Service appointment will be selected by another Provider and rescheduled or that the Service request will be completed. Thus, your cancellation or failure to timely show up to perform a scheduled appointment could negatively impact your Customer and the toSERVO Platform.

  1. Communications

By becoming a User, you expressly consent and agree to accept and receive electronic and other communications from us, including via email, text message, calls, and push notifications to the telephone number or email address you provided to us, as further described in our Privacy Policy. If you wish to opt out of promotional emails, text messages, or other communications, you may opt out by following the unsubscribe options provided to you in such promotional communications. You may opt out of receiving non-promotional communications from us at any time by deactivating your account. You may continue to receive text messages for a period of time while we work to deactivate your account, and you may also receive text messages confirming the deactivation of your account. You consent to receive autodialed or prerecorded calls from us at the telephone number that you have provided to us to: (a) facilitate communications among Users; or (b) otherwise provide our services or enforce these Terms of Use. You are not required to provide your consent to these calls as a condition of purchase on the toSERVO Platform. Standard telephone minute charges may apply.

We may, without further notice or warning and in our discretion, monitor or record telephone conversations that we have with you or anyone acting on your behalf for quality control and training purposes or to protect our rights.  We may, without further notice or warning, and in our discretion, access, store, use, and disclose the messages, call transcripts, and data about the calls/messages between and among Users that occur through the toSERVO Platform for our business purposes, including to provide and improve customer service and the toSERVO Platform, fraud prevention, and to identify violations of this Agreement.

  1. Location Coordinates

As a Provider, you hereby acknowledge and consent to toSERVO's collection of the latitude and longitude location ("Location Coordinates") of your Mobile Device so that we can provide our services to you and your Customers. For example, we may collect Location Coordinates when you report the status of a checkpoint. toSERVO does not collect or use Location Coordinates data for the purpose of controlling or monitoring the manner and means by which you provide the Services contemplated by this Agreement, or the frequency with which you use the toSERVO Platform to book Patrols. By executing this Agreement, you agree to the use and disclosure of Location Coordinates information as described above.

  1. Accessing the toSERVO Platform and Account Security

We reserve the right to withdraw or amend the toSERVO Platform, and any service we provide on the toSERVO Platform in our sole discretion without notice. We will not be liable if for any reason that all or any part of the toSERVO Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the toSERVO Platform, or the entire toSERVO Platform, to Users for any reason or no reason.

You are responsible for:

To access the toSERVO Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the toSERVO Platform that all the information you provide on the toSERVO Platform is correct, current and complete. You agree that all information you provide to register with the toSERVO Platform or otherwise, including but not limited to through the use of any interactive features on the toSERVO Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the toSERVO Platform or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

  1. Release

THE SERVICE IS ONLY A VENUE FOR CONNECTING USERS. EXCEPT AS OTHERWISE SET FORTH HEREIN, toSERVO IS NOT AFFILIATED WITH ANY CARRIER, PROVIDER, OR THIRD PARTY SERVICE. ANY DISPUTE YOU HAVE WITH ANY CARRIER, PROVIDER, OR THIRD PARTY SERVICE, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND THAT THIRD PARTY, AND YOU IRREVOCABLY RELEASE toSERVO (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

  1. Limited License; Intellectual Property Rights

The toSERVO Platform is licensed, not sold, to you for use only under these Terms of Use. Subject to your complete and ongoing compliance with the terms and conditions of these Terms of Use, toSERVO hereby grants you a personal, limited, revocable, non-transferable, non-exclusive, non-commercial, non-sublicensable license to use the Platform on compatible, authorized devices that you own or control solely for your own use or for the entity on whose behalf you are authorized to act.

You may not modify, alter, reproduce, or distribute the toSERVO Platform. You may not directly rent, lease, lend, sell, redistribute, or sublicense the toSERVO Platform. You must not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the toSERVO Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or the terms of any Third Party Service), nor attempt to disable or circumvent any security or other technological measure designed to protect the toSERVO Platform or any content available through the toSERVO Platform.

The toSERVO Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by toSERVO, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You must not:

Except as permitted herein, you must not access or use for any commercial purposes any part of the toSERVO Platform or any services or materials available through the toSERVO Platform.

If you breach these license restrictions or otherwise exceed the scope of the licenses granted in these Terms of Use, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, your right to use the toSERVO Platform will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the toSERVO Platform or any content on the toSERVO Platform is transferred to you, and toSERVO reserves all rights not expressly granted. Any use of the toSERVO Platform not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.

  1. Prohibited Uses

You may use the toSERVO Platform only for lawful purposes and in accordance with this Agreement. You agree not to use the toSERVO Platform:

Additionally, you agree not to:

  1. Digital Millennium Copyright Act

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the toSERVO Platform, you may contact us at toSERVO, LLC, Attn: Copyright Compliance, PO Box 91674, Albuquerque, NM 87199 or admin@toSERVO.com.

Any notice alleging that materials hosted by or distributed through the toSERVO Platform infringe intellectual property rights must include the following information:

Repeat Infringers. toSERVO will promptly terminate without notice the accounts of Users that are determined by toSERVO to be "Repeat Infringers" to the fullest extent permitted under applicable law. A Repeat Infringer is a User who has been notified of infringing activity or has had User Contributions (as defined in Section 17 below) removed from the toSERVO Platform at least twice.

  1. User Contributions

The toSERVO Platform may contain profiles and other interactive features (collectively, "Interactive Services") that allow Users to post, submit, publish, display or transmit to other Users (hereinafter, "post") content, photographs, images, or other related materials (collectively, "User Contributions") on or through the toSERVO Platform, including User-supplied profile pictures and patrol/service-related photos.

Any User Contribution you post to the site is subject to the governing provisions set forth in our Privacy Policy. User Contributions will be considered non-confidential and non-proprietary. By providing any User Contribution on the toSERVO Platform, you hereby grant us and our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. By posting or sharing User Contributions with other Users, to the fullest extent permitted under applicable law, you grant those Users a non-exclusive license to access and use those User Contributions as permitted by these Terms of Use and the functionality of the toSERVO Platform.

You represent and warrant that:

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not toSERVO, are fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other User of the toSERVO Platform.

In exchange for the right to use the toSERVO Platform, Users who post their User Contributions hereby irrevocably grant to toSERVO the following rights in connection with the display, distribution, transmission, or broadcasting on any media, including the Internet, of their User Contributions in connection with the toSERVO Platform:

Such right applies in any media now known or not currently known, and such right is hereby deemed to be perpetual, non-exclusive, unrestricted, royalty-free, worldwide, irrevocable, transferable, and sub-licensable (through multiple tiers). User hereby releases toSERVO from (and shall not bring any) proceeding, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon the use of your User Contributions.

  1. Monitoring and Enforcement

We have the right to:

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the toSERVO Platform. YOU WAIVE AND HOLD HARMLESS toSERVO AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

To the fullest extent permitted under applicable law, we are under no obligation to edit or control User Contributions that you or other Users post or publish, and we expressly disclaim any and all liability in connection with User Contributions. toSERVO may, at any time and without prior notice, screen, remove, edit, or block any User Contributions that in our sole judgment violates these Terms of Use or are otherwise objectionable. You understand that when using the toSERVO Platform you will be exposed to User Contributions from a variety of sources and acknowledge that User Contributions may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against toSERVO with respect to User Contributions.

  1. User Disputes

We understand that occasionally disputes may arise between or among our Users. In the event a dispute initiated by either a Provider or a Customer cannot be resolved independently, you hereby agree, at toSERVO’s request, to participate with good faith, to the extent you are reasonably able to do so, in a neutral resolution, mediation, or arbitration process conducted by toSERVO or a neutral third-party mediator or arbitrator selected by toSERVO. Notwithstanding the foregoing, you acknowledge and agree that toSERVO is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third party.

  1. Provider Provisions
  1. Insurance.  As a Provider, you acknowledge and agree that it is your responsibility to maintain in full force and effect adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance with policy limits sufficient to protect and indemnify toSERVO and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of you or your assistants, agents, contractors, servants, or employees.
  2. Provider Assistants.  Before any Services are performed by any assistants, helpers, subcontractors or other personnel engaged by a Provider, the Provider shall require any such individuals to become a registered, approved Provider on the toSERVO Platform pursuant to toSERVO policies as described herein.  Providers that utilize non-registered, non-approved personnel to assist with a Service could have their permission to access the toSERVO Platform revoked. Each Provider assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required and applicable state and federal income tax withholdings as to the Provider and all persons engaged by the Provider in the performance of the Services.
  3. Equipment.  As a Provider, you are solely responsible for any costs or expenses incurred by you in connection with the performance of the Services, and in no event shall toSERVO reimburse, or be required to reimburse, you for any tools, materials, costs or expenses used in connection with the Services. You shall furnish and maintain, at your own expense, the tools, equipment, supplies, and other materials used to perform the Services. You, at your sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials. At your request, toSERVO may offer to you certain equipment, supplies, and materials for purchase. You are not required to purchase any equipment, tools, supplies, or materials from toSERVO at any time.
  4. Representations.  By providing Services as a Provider on the toSERVO Platform, you represent, warrant, and agree that: (i) you are solely responsible for obtaining the necessary licenses and/or certifications for performance of the Services; (ii) you will not transfer or sell your User account, password and/or identification to any other party; (iii) you will be solely responsible for any and all liability that results from or is alleged as a result of your provision of Services, including, but not limited to personal injuries, death and property damages; (iv) you will comply with all applicable laws, rules and regulations while providing Services, and you will be solely responsible for any violations of such provisions; (v) you will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you; and (vi) you will not attempt to defraud toSERVO in connection with your provision of Services or Additional Services.
  5. Reimbursement of Resolution Costs.  Notwithstanding anything set forth herein to the contrary, you further represent, warrant, and agree (i) to pay all reasonable out-of-pocket expenses incurred by toSERVO in connection with the resolution of any property damage or other claims resulting from a Service you performed for a Customer, and (ii) that toSERVO shall have the right to suspend your Provider account until it has received payment in full for all such reimbursable amounts.
  6. Non-Circumvention.  Within six (6) months after the last time Provider provides Services to a Customer as arranged through the toSERVO Platform, Provider agrees not to provide any services to the same Customer other than as arranged through the toSERVO Platform. Provider shall be liable for the fees set forth in Section 4 for all services provided to Customers in breach of the previous sentence, in addition to all other remedies provided by this Agreement and applicable law, including injunctive relief. Provider agrees to indemnify toSERVO from any attorneys’ fees and costs it incurs in collecting its fees from a Provider that breaches this non-circumvention provision.
  1. Third Party Services, Charitable Organization Programs, Third Party Fees, and Linked Websites
  1. Access to Third Party Services.  The toSERVO Platform may provide you with access to third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, or charitable donation programs (collectively, "Third Party Services"), and may enable you to export information or content, including your or other Users’ User Contributions, to Third Party Services such as Twitter or Facebook, through a feature of the toSERVO Platform. By using one of these features, you agree that toSERVO may transfer that information or User Contribution to the applicable Third Party Service. toSERVO does not have or maintain any control over Third Party Services and is not and cannot be responsible for their content, operation or use. By linking or otherwise displaying information from or providing access to any Third Party Services, toSERVO does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by those Third Party Services.
  2. Disclaimer of Liability for Third Party Services.  Third Party Services may have their own terms of use and privacy policy, and your use of the toSERVO Platform may incur third-party fees, such as fees charged by your mobile carrier for data usage. You are solely responsible for reviewing and complying with any terms of use, privacy policy or other terms governing your use of Third Party Services, and you are solely responsible for all Third Party Services’ fees incurred by you for use of the toSERVO Platform. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using Third Party Services and to protect your computer systems from viruses, worms, trojan horses and other harmful or destructive content that may be included on or with any Third Party Services. toSERVO disclaims any and all responsibility or liability for any harm resulting from your use of Third Party Services, and you hereby irrevocably waive any claim against toSERVO with respect to any Third Party Services.
  1. Terms and Termination

This Agreement is effective upon your creation of a User account, as amended by any modifications made pursuant to Section 1. You may discontinue your use of the toSERVO Platform or participation in the Services at any time, for any reason. We may suspend or deactivate your User account (either as a Provider and/or Customer), or revoke your permission to access the toSERVO Platform, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the toSERVO Platform to any User for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party. The terms of this Agreement, and any subsequent modifications of this Agreement, shall remain in effect at all times after you or toSERVO terminate your participation or access to the toSERVO Platform or Services.

  1. Changes to the toSERVO Platform

We may update the content on this toSERVO Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the toSERVO Platform may be out of date at any given time, and we are under no obligation to update such material.

  1. Information About You and Your Visits to the toSERVO Platform

All information we collect on this toSERVO Platform is subject to our Privacy Policy. By using the toSERVO Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

  1. Confidential Information
  1. toSERVO's Confidential Information.  You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of toSERVO 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 toSERVO 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 toSERVO upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" shall mean any and all of toSERVO's trade secrets, confidential and proprietary information and all other information and data of toSERVO 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.
  2. Customer's Confidential Information.  As a Provider, you understand that in performing the Services, you will receive certain private and/or confidential information regarding your Customer and may have access to their homes and personal belongings. Except upon order of government authority (e.g., court, administrative agency) having jurisdiction, or upon express written consent by your Customer, you agree that you shall not publish, disseminate or disclose, for your own benefit or the benefit of any third party, any confidential information regarding your Customer, including addresses, telephone numbers and/or financial information. You further agree not to engage in any activity which violates the privacy of any Customers, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of Customers or their homes or their personal belongings; or publishing, disseminating or disclosing any such photographs or recordings. You acknowledge that your failure to comply with the foregoing shall constitute a material breach of this Agreement.
  1. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the toSERVO Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT (INCLUDING MOBILE DEVICES), COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE toSERVO PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE toSERVO PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY toSERVO PLATFORM LINKED TO IT.

YOUR USE OF THE toSERVO PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE toSERVO PLATFORM IS AT YOUR OWN RISK. THE toSERVO PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE toSERVO PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER toSERVO NOR ANY PERSON ASSOCIATED WITH toSERVO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE toSERVO PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER toSERVO NOR ANYONE ASSOCIATED WITH toSERVO REPRESENTS OR WARRANTS THAT THE toSERVO PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE toSERVO PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE toSERVO PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE toSERVO PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

toSERVO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Limitation on Liability

IN NO EVENT WILL toSERVO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE toSERVO PLATFORM, ANY toSERVO PLATFORMS LINKED TO IT, ANY CONTENT ON THE toSERVO PLATFORM OR SUCH OTHER toSERVO PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE toSERVO PLATFORM OR SUCH OTHER toSERVO PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE AGGREGATE LIABILITY OF toSERVO, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE toSERVO PLATFORM OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU PAID TO toSERVO FOR ACCESS TO AND USE OF toSERVO PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT(S) GIVING RISE TO CLAIM; OR (B) $100.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS OF USE. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF USE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. Indemnification

You agree to defend, indemnify and hold harmless toSERVO, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the toSERVO Platform, including, but not limited to, any use of the toSERVO Platform's content, Services and products other than as expressly authorized in this Agreement or your use of any information obtained from the toSERVO Platform.

  1. Dispute Resolution; Arbitration of Claims

Generally, in the interest of resolving disputes between you and toSERVO in the most expedient and cost effective manner, YOU AND toSERVO MUTUALLY AGREE THAT EVERY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND toSERVO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

  1. Exceptions.  Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
  2. Arbitrator.  Any arbitration between you and toSERVO will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting toSERVO.
  3. Notice; Process.  A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice"). toSERVO's address for Notice is: toSERVO, LLC, PO Box 91674, Albuquerque, NM 87199, Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or toSERVO may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or toSERVO must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, toSERVO will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by toSERVO in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.
  4. Fees.  If you commence arbitration in accordance with this Agreement, toSERVO will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Bernalillo County New Mexico, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely based on documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse toSERVO for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
  5. No Class Actions.  TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND toSERVO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and toSERVO agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, to the fullest extent permitted under applicable law.
  6. Modifications to this Arbitration Provision.  If toSERVO makes any future change to this arbitration provision, other than a change to toSERVO's address for Notice, you may reject the change by sending us written notice within 30 days of the change to toSERVO's address for Notice, in which case your account with toSERVO will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
  7. Enforceability.  If any part of this section is found to be unenforceable, then the entirety of this section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in this Agreement will govern any action arising out of or related to this Agreement. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
  8. Provider Opt-Out of Arbitration.  For Providers, arbitration is not a mandatory condition of this Agreement with respect to any dispute or claims brought by toSERVO against a Provider, or for disputes or claims brought by a Provider against toSERVO that: (i) are based on an alleged employment relationship between toSERVO and a Provider; (ii) arise out of, or relate to, toSERVO’s actual deactivation or suspension of a Provider account or a threat by toSERVO to deactivate or suspend a Provider account; (iii) arise out of, or relate to, toSERVO’s actual termination of a Provider’s Agreement with toSERVO, or a threat by toSERVO to terminate a Provider’s Agreement; or (iv) arise out of, or relate to, Patrol Fees (as defined in this Agreement, including toSERVO’s Use Fee, other than disputes relating to referral bonuses, other toSERVO promotions, or consumer-type disputes (the subset of Claims in subsections (i)-(iv) shall be collectively referred to as “Provider Claims”).

If you do not want to be subject to this Dispute Resolution provision with respect to Provider Claims, you may opt out by notifying the Company in writing of your decision, either by sending, within thirty (30) days of the date you receive this Agreement, (1) an electronic mail to legal@toSERVO.com, stating clearly your name and intent to opt out of this Dispute Resolution provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g., UPS, Federal Express, etc.), to: Legal Department, toSERVO, LLC, PO Box 91674, Albuquerque, NM 87199. To be effective, the letter under option (2) must clearly indicate your intent to opt out of this Dispute Resolution Provision, and must be dated and signed. If sent by mail, the letter must be post-marked with a date less than thirty (30) days from the date you receive this Agreement. Should you choose not to opt out of this Dispute Resolution Provision within the 30-day period, you and toSERVO will be bound by the terms of this Dispute Resolution Provision. You have the right to consult with counsel of your choice concerning this Dispute Resolution Provision. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Dispute Resolution Provision.

  1. Governing Law; Jurisdiction

Except as set forth in Section 26 entitled "Dispute Resolution; Arbitration of Claims,” this Agreement is governed and interpreted pursuant to the laws of the State of New Mexico, United States of America, notwithstanding any principles of conflict of law. For all disputes, not subject to arbitration under Section 30 hereof, you agree to submit to the personal jurisdiction and venue of the courts located within Bernalillo County, New Mexico, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  1. Waiver and Severability

No waiver by toSERVO of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of toSERVO to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

  1. Entire Agreement

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and toSERVO with respect to the toSERVO Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the toSERVO Platform.

  1. Assignment

This Agreement may not be assigned or transferred by you without toSERVO's prior written consent. You agree that this Agreement and all incorporated agreements may be automatically assigned by toSERVO, in our sole discretion, in accordance with the "Notice" section of this Agreement.

  1. No Agency

You and toSERVO are independent contractors, and no agency, partnership, joint venture, employer-employee, contractor-subcontractor, or franchisor-franchisee relationship is intended or created by this Agreement.

  1. Comments and Concerns

All other feedback, comments, requests for technical support and other communications relating to the toSERVO Platform should be directed to: support@toSERVO.com.

  1. Notices

Except as explicitly stated otherwise, any notice to toSERVO shall be given by certified mail, postage prepaid and return receipt requested to:

Attn: Legal

toSERVO, LLC

P.O. Box 91674

Albuquerque, NM 87199

Such notices shall be deemed given three days after the date of mailing. Any notices to you shall be provided to you through the toSERVO Platform or given to you via the email address you provided to toSERVO during the registration process or as otherwise listed in your User or Provider account, and such notice shall be deemed given immediately upon sending. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to toSERVO during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AND PRIVACY POLICY, AND AGREE THAT MY USE OF THE toSERVO PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.