Terms of Service for Specialists – Spetz Inc. System

Last Updated: November 2022

Please note that all calls with Spetz may be recorded or monitored for quality assurance and training purposes.

Terms of Service for Specialists (defined below, also “you”)

The following terms of service and the Privacy Policy (together, the “Terms”) govern your access and use of, and describe your rights and responsibilities while using, our services (as described below). Spetz offers Spetz apps, software, and website and all future technologies (herein referred to as “the System” and defined further below). The System is owned and operated by Spetz Inc. (“Spetz”, “we”, “us”, or the “Company”), a Delaware corporation, including its subsidiaries and affiliates. These Terms are a binding legal contract between you and us.  

By using or accessing any part of the System (as defined below), you acknowledge you have read and agreed to these Terms, the Privacy Policy and any other documents referred to herein. You may not use the System unless you agree to be bound by the Terms. 

These Terms may be updated from time to time. Please check these Terms on a regular basis to ensure that you are familiar with and agree to the latest Terms. If there is a significant change to the Terms, we will notify you via email. These Terms are a binding legal contract between you and us.

If you are accessing the System as a Customer (i.e. you are looking for a Specialist) these are not the relevant terms for you. You must read and accept the “Terms of Service for Customers” which are accessible here. 

The System is for use in the United States only. You must not access the System from any other country. You are responsible for all compliance with all laws and regulations which apply. 

Spetz is not a party to any transaction between users of the System and you.

These Terms include an Arbitration and Class Action Waiver in Section 26 below.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS THE SYSTEM.

1.    Definitions 

Customer: Any person or entity looking for a Specialist or engaging the services of a Specialist.

Customer Information:  Any information uploaded or provided to the System by or about a Customer. 

Service Call:  An interaction with the System by which the user makes a request to connect to a Specialist. 

The System:  Our website spetz.app, our platform, our applications (iOS and Android), our Speech Recognition Interface and all future Spetz interfaces used to implement the Service Call software operated by us. 

Specialist:  An account holder in the System who is a service provider, professional or tradesperson, and this definition also includes any person accessing or using the System on behalf of the Specialist. 

2.    Account Registration 

You will be required to sign up for an account on the System, and provide certain personal and professional information about yourself. You undertake to give accurate and complete information about yourself. You are not allowed to give false or misleading information or give someone else’s name. You may not transfer your account to anyone else without our prior written permission.

You may not share your account or password with anyone. You remain responsible for any activity associated with the account.

In order to access the System and be a Specialist, you must be at least eighteen (18) years old. You undertake to give us accurate, complete and updated registration information about yourself. You are not allowed to give false or misleading information or give someone else’s name. You may not transfer your account to anyone else without our prior written permission. 

You must update the System with all your details, e.g., the geographical areas in which you operate, fields of expertise and skills, working hours, availability etc. Please note that all areas of your skills, hours of operation, holidays and weekends will be defined by you. 

We may at any time remove or add and/or alter any content appearing on the System and you will have no claim against us for doing so, whether or not we have given you notice in advance. Please see our Privacy Policy to understand your rights under data protection law. 

3. Prohibited Activity

It is strictly forbidden to perform any of the following actions on the System. Any of these activities may cause damage to the System and the Specialist will be responsible for the consequences of their actions:

• Engaging in any conduct that restricts or inhibits anyone’s use or enjoyment of the System or which may harm the System, Spetz, other Customers, Specialists or any other person/entity.
• Violating or attempting to violate the security of the System.

4.    Scope of services 

The System serves as a platform for connecting Customers to Specialists. The System prioritizes the highest-ranked Specialist taking into account a combination of the Specialist’s ratings, availability, the Customer’s request, location and requirements, the Specialist’s qualifications, information, and location. Additionally, the System also takes into account how long the Specialist has been listed on the System to the extent all other relevant rating factors are equal. 

Once a Service Call is confirmed within the System, the System will establish contact between you and the Customer and show you details of the Customer’s request. You are required to make contact with the Customer as soon as possible after a match is made. If there is a delay in your response, or if the Customer requests offers from additional Specialists, or if there is no comment from the Customer, the System may open the Service Call to other Specialists. 

 
Once a Service Call has been confirmed, you are responsible to attend the Service Call at the time and place and upon the terms agreed upon with the Customer. 

It is your responsibility to manage your availability on the System. You may contact us at any time, but you and you alone are responsible to designate yourself as ‘unavailable’ in the System. It is beyond the Company’s control and responsibility whether you receive Service Calls, even if you have designated yourself ‘unavailable’. If you have not designated yourself as ‘unavailable’ in the System, you will still be charged, as applicable, for any Service Calls you receive and will be responsible to answer any Service Call you receive from a Customer. 

It is beyond the Company’s control and responsibility whether the Customer was aware of your unavailability. 

5.    Trade Qualifications and Certification 

Where your profession requires legal or regulatory certification, it is your responsibility to ensure these are valid at the time of registration and are kept up to date at all times.  

You are responsible for the content, accuracy, and completeness of the information you provide to us, and you agree only to provide true, accurate, current and complete information, updating as necessary. 

Any checks on trade accreditations, registrations or certifications that we carry out do not reduce your obligation to ensure that anyone involved in a Service Call has the required trade accreditations, certifications or registrations to carry out the Service Call and/or Job.  

Spetz has no control over Service Provider Information and disclaims all liability in this regard.  

6.    Warranties and Undertakings 

You warrant and undertake that: 

1. You will provide the Customer with the services in a diligent, professional, punctual, reliable and polite manner (including in relation to the quality of the materials and work specifications).
2. You will provide the highest quality of service in accordance with laws, regulations and the highest professional standards which apply to your field.
3. You will provide a warranty period to the Customer for any works carried out by you, as required by law or which is customary in your field.
4. You are solely responsible for the works and service you provide to the Customer.
5. You are authorized to operate in the field in which you provide services and hold any license and/or permit and relevant experience required by law or regulation, and you are solely responsible for the fulfilment of these requirements.
6. You will not violate any law or third party right in your provision of your works and services.
7. You will not subcontract the services outside of your company/organization.
8. You will, at all times, maintain cleanliness and restore the work environment after performing the service to its original state, in a clean and orderly manner.
9. You will at all times maintain insurance policies for the works and services provided to the Customer, at levels that are customary in your industry.
10. The price that you charge the Customer will be a fair and reasonable price taking into account the works and services being performed.
11. If you send an agent from your company/organization on a Service Call, you will send only skilled, trained, licenced and authorized people to carry out the job who agree to these Terms.
12. You will maintain the highest degree of ethics, courtesy and respect towards the Customer and will not harm or insult them in any way or act in a manner that may cause them not to be satisfied with the service provided by you or dissatisfied with us and/or the System.
13. You will also inform the Customer of their terms of service and the price of the service and will not change data relating to the service or the price without receiving the Customer’s consent in advance.
14. You will not contact a Customer without their permission for any reason other than to coordinate and carry out the works under a Service Call.

7.    Fees 

The Company charges all Specialists a fee in order to setup an account and use the System. The fee charged by the Company to you will be agreed to in advance and is either a flat fee per Service Call (as described in clauses (a) and (b) below), or a package plan described in clause (c) below which enables Specialists to purchase a volume of Service Calls at a discount. 

The three alternatives for payments available to Specialists to use the System are: 

a. Credit Line (‘Use now, Pay later‘)  – Upon registration, we will open a credit line for you (an approved overdraft) . Each time you receive a Service Call, a fee will be deducted from your account. Your account will be charged  [on the 27^th of each month or whenever the balance is close to the credit line limit.] with the amount due to the Company on the date of charge. A statement with all charges will be issued at the end of each month. And will be sent at the beginning of the following month.    

b. Fund Deposit – You will deposit an amount of money enabling you to receive Service Calls up to a certain threshold depending on how much you paid. Your source of payment, i.e. credit card, banking information on file with the Company (“Payment Source”) will be automatically debited and an additional fund deposit of the amount equal to your last month consumption or $200 whichever is higher or alternatively a fixed amount that was fixed in your settings. Your account will be charged when all your available credits have been used, unless you opt out of automatic renewals or you choose a different plan or payment method. 

c. Package Plans – You will deposit an amount of money based on the available plans offered by us, with such dynamic packages changing on a regular basis. In these plans, the price per Service Call is reduced, by adding a bonus amount to your credit, thus giving you more value for the money you deposit. When all your available credits are used, your Payment Source will be automatically debited and the Package Plan you previously purchased will be charged to you, unless you opt out of automatic renewals or you choose a different plan or payment method. 

Service Calls in the following locations will be subject to an additional 30% charge.

1. San Jose, CA
2. San Francisco, CA
3. San Diego, CA
4. Seattle, WA
5. Los Angeles, CA
6. Boston, MA
7. Washington, D.C.
8. New York, NY

The amount being paid according to the above payment method is non-refundable. In case of any illegitimate service calls an appeal should be made within 7 days of receiving the call through our appeal form, and, if applicable, you will be credited the amount you were charged to your Spetz account. An illegitimate call is an intentional misuse by a user or a Spetz technical error. 

You may be included in the System with a free Specialist account, at our discretion. In such a case, you will be classified as a ‘reserve’ Specialist and will receive Service Calls at the System’s discretion when no other Specialist is available. 

We will automatically charge your preferred payment method (Credit Card, Debit card, or Bank Transfer) based on the plan you choose. This fee will constitute a liquidated debt, due immediately upon becoming payable.

The set-up fee to join Spetz will not be charged for new registrations and is automatically waived. Only in cases where the debts are not paid in a timely manner, Spetz has the right to charge the regular set-up fee of $300. In addition to the Setup Fee, we may also elect to, at our sole discretion, credit a bonus to your account (the bonus). Any bonus(es) awarded by Spetz will be applied as account credit only and are non-transferable and non-refundable.  

If you fail to pay any sum owing to us in a timely manner, or if you request a refund on an existing payment, or if we are required to commence enforcement proceedings against you, the Setup Fee and any Bonus awarded to you will become immediately due and will constitute a liquidated debt due immediately in addition to any outstanding fees, including the collection agency’s fees and/or any legal fees related.

All prices displayed by Spetz do not include any applicable state sales tax which may be payable by you in connection with our fee.

Specialists are responsible for payment of all applicable taxes for revenues received from Customers in performing services for those Customers.

Your account balance will be available for you to view at any time. You are responsible for checking your account at any time and making sure there is enough balance to continue to receive Service Calls. 

8.    Specialist’s rates 

The price of a job (paid directly to you by the consumer) is set by each Specialist and shall be reasonable. 

9. Spetz Loyalty Program

The Company is entitled to establish a loyalty program at its own discretion and may change the terms of the program without any prior notice and without updating the Specialist, the Specialist will have no claim in this regard. In cases where payments have failed to be made or canceled, the bonus will be canceled and the Specialist will be required to pay for all the calls they received.

10.    Feedback 

The System’s rating method is designed to provide Customers with independent feedback on the quality, value and reliability of a Specialist. Customers may be encouraged to provide and read reviews about Specialists given by previous Customers. Your performance in carrying out each Service Call may be rated and reviewed by the Customer and these reviews will be part of the information that will be supplied to the next Customers. It will also affect your rating and the way the System matches you with subsequent Customer Service Calls. 

Where a Customer’s feedback of your performance on a Service Call suggests that your conduct was inappropriate or violated these Terms or third-party rights, we reserve the right to remove such feedback and delete your account without prior notice. 

Under no circumstances shall Spetz be liable for the ratings or feedback left on the System. We will, however, do our best to review and update inaccuracies that may be verified as inaccurate, but only when such information and support is brought to our attention.

11.    Privacy 

We take the privacy of our users seriously. Please review our Privacy Policy. Any Customer Information which is accessible by you via the System and/or sent to you by us, will be treated by you as strictly confidential and you will not share it with any other person or use it for any purpose other than for the purpose for which it was provided, and you will at all times comply with data protection law. You will not remove, copy, duplicate or perform any other action with the Customer Information unless authorized by us or the Customer. 

12.  Restrictions 

It is strictly forbidden, and you warrant to us that you will not, or allow anyone else to, directly or indirectly, perform any of the following actions to the System:   

1. Use technology and/or software (e.g. “robot”) to scan the System and/or retrieve information and any use of data obtained otherwise from the System;
2. Collect any information about a Customer listed on the System (including their personal details, their phone number, emailaddress, etc.);   
3. Change, copy or derive work or material found onthe System; 
4. Reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the System (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law);
5. Rent, lease, or use the Service for any direct commercial purpose (such as charging other users to engage with the Service inany manner); 
6. Use the Service for any unlawful purpose;
7. Access any part of the Service in a manner notexplicitly permitted by these Terms; 
8. Send unwanted messages or emails (i.e. “spam”) toother Customers or Specialists; 
9. Interfere or disrupt the System in any way; oraccess the Service via any automated means including without limitation scripts, bots, spiders, crawlers, or scrapers. 

If you engage in any of the above actions, you will be responsible for any loss or damage caused to any person or entity as a result of your actions. 

13.  Intellectual Property 

All intellectual property rights (and not only the copyright) in the System, logo, name and any work appearing therein, as well as any information, software, code, file, image and database (including the database of the Specialists and Customers registered with it) belong solely to the Company and can only be used with the consent of the Company in advance and in writing. Nothing in these Terms grants you any license to use the System’s intellectual property, the Company’s trademarks or service marks, or any other intellectual property rights, unless expressly stated otherwise in writing. 

By using the System, you hereby grant to us a perpetual, irrevocable, non-exclusive license to use, copy, reproduce, modify, publish, edit, translate, distribute, perform, and display your information provided to the System, as well as any other information derived from such information, alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sub-license such rights through multiple tiers of sub-licensees. The foregoing grants shall include the right to exploit any proprietary rights in such materials, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. You also waive any moral rights you have in the materials. 

By providing us any feedback on the System, suggestions, improvements, enhancements, and/or feature requests relating to the services or System, you grant us a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute and otherwise fully exploit such feedback for any purpose. 

You may not make any use or copy, reproduce, display, distribute, use or allow the use of any content from the System, including the database of Specialists. It is hereby clarified that the creation of any alternative databases are strictly prohibited and constitutes breach of these Terms and an infringement of intellectual property rights. 

You will not:   

(i) remove any copyright, trademark or other proprietary notices from any portion of the System; 

(ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the System except as expressly permitted by the Company; 

(iii) decompile, reverse engineer or disassemble the System except as may be permitted by applicable law; 

(iv) link to, mirror or frame any portion of the services;

(v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the System or unduly burdening or hindering the operation and/or functionality of any aspect of the System; or 

(vi) attempt to gain unauthorized access to or impair any aspect of the System or its related systems or networks. 

In accordance with the requirements set forth in the Digital Millennium Copyright Act, Title 17 United States Code Section 512(c)(2) (“DMCA”), we will investigate notices of copyright infringement and take appropriate remedial action. If you believe that any content on the System has been used or copied in a manner that infringes your work, please provide a written notification of claimed copyright infringement to the Designated Agent for the System containing the following elements as set forth in the DMCA:

• a physical or electronic signature of the owner of the copyright interest that is alleged to have been infringed or the person authorized to act on behalf of the owner;
• identification of the copyrighted work(s) claimed to have been infringed, including copyright date;
• identification of the content you claim to be infringing and which you request be removed from the System or access to which is to be disabled along with a description of where the infringing content is located;
• information reasonably sufficient to allow us to contact you, such as a physical address, telephone number and an email address;
• a statement by you that you have a good faith belief that the use of the content identified in your written notification in the manner complained of is not authorized by you or the copyright owner, its agent or the law; and
• a statement by you that the information in your written notification is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on behalf of the copyright owner.

Spetz’s designated agent for the written notification of claims of copyright infringement can be contacted at the following address:

Designated Agent – Copyright Infringement Claims

Spetz Inc.

c/o Greenspoon Marder LLP, Attention: Robert P. Wessely, Esq.

590 Madison Avenue

New York, NY 10022

robert.wessely@gmlaw.com

14.  Warranty and disclaimer 

Except as expressly indicated to the maximum extent permitted by law, the System is provided on an “as is” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. 

The System checks the content in it to prevent the existence of harmful software such as viruses, Trojans, worms or other harmful software, but we make no warranty that  

(i) the System is free of viruses or other harmful components, or 

(ii) the results of using the System will meet your expectations. 

You are responsible for ensuring that you use updated antivirus software when using the System. The content of the System is presented as is without any warranty or liability whatsoever to the maximum extent permitted by law. We are not responsible in any way or manner for the accuracy of the content, services, completeness, legality, reliability, correctness, timeliness, availability, etc. of any content in the System. The information contained in the System has been provided by the Specialists and Customers and we are not responsible for it or its accuracy. 

We do not guarantee 100% availability of the System and may, at any time and for any reason, restrict or prevent your access to or use of the System and/or any part of it and/or deactivate your account without the need for prior notice. We will do so immediately if we detect any fraud, you violate these Terms, the law, you cause damage to the System, any Customer or any third party. We reserve the right to modify or cancel the System or any feature or part of it (including the way in which the algorithm matches Specialists with Customers), at any time, for any reason, without advance notice. We are not responsible in any way for any loss or inconvenience that may be caused to you due to such changes. 

We do not guarantee how many Service Calls you will receive. You may not receive any Service Calls at all, depending on demand and the System’s criteria. We also do not guarantee that any leads generated using the System will result in business for you. We do not offer refunds in the event that the Specialist does not obtain business from the Service Calls generated.

You remain responsible and liable at all times for the works you carry out and we assume no responsibility for these. We are not responsible for any Customer’s behaviour towards you, or payments that Customers owe you. 

We do not, nor are we required to, screen Customers. We also do not review or confirm the accuracy of details provided by Customers, and therefore cannot guarantee that all requests include correct or complete information. Similarly, we do not screen ratings for accuracy. If you object or disagree with a Customer rating, we may, but are not obligated to, update or remove a demonstrably false or inaccurate rating/testimonial.

We are not responsible for any third-party products or services available through, or advertised on, the System. 

15.  Liability and Indemnity 

You are solely responsible for any damage or loss caused to a Customer, whether caused by you or by anyone on your behalf resulting from your actions or lack of action and/or negligence. 

We are not and will not be liable for any direct or indirect damage caused to you and/or any Customer and/or any third party caused by you or your use of the System. You agree that, by using the System, you assume full responsibility for any damage that may be caused. 

You will indemnify and keep us, our managers, employees, shareholders, officers, operators, partners, agents and/or representatives harmless against all liabilities, claims, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with: 

1. Any claim made against us by a Customer or a third party for death, personal injury or damage to property while you were performing the works under a Service Call;
2. Negligent performance or non-performance, including delays, or poor performance of the works;
3. A breach of these Terms or the Privacy Policy;
4. Any claim made by a Customer which relates to your acts or omissions;
5. Any claim made for actual or alleged infringement of a third party’s rights (including intellectual property rights) arising out of or in connection with your use of the System;
6. Any costs, fees or expenses incurred by us (including but not limited to legal fees) in connection with us commencing legal proceedings against you to recover sums owed to us.

Nothing in this clause shall restrict or limit your general obligation at law to mitigate any loss you may suffer or incur as a result of an event that may give rise to a claim under this indemnity. 

16.  Termination 

You can deactivate your account at any time. In such event, all Service Calls which are confirmed and outstanding must be carried out and outstanding sums owed to us must be paid immediately. 

Any provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, all warranty disclaimers, indemnity, limitations of liability and dispute resolutions provisions. 

17.  Third party website and advertising 

The System may include links to other websites. The Company does not endorse any of the linked sites, is not affiliated with them and is not responsible for their content. 

18.  Complaints 

In any case of a complaint regarding the content appearing on the System please use the Contact page. In order for us to process a complaint, it must include the following details: accurate details identifying you, the content relating to your complaint, an explanation of the nature of the complaint and the problematic content, and sufficient means of communication to allow us to contact you. 

19.  Waiver 

Our failure to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. No waiver shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent us from acting upon any continuing or subsequent breach or default. 

20.  No partnership or representation 

Nothing in these Terms shall create or be deemed to create any joint venture, principal-agent or partnership relationship between the parties and neither party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other. 

The System is not used in any way to create entrepreneurial, partnership, employment or agency relations between the Company and the Specialist and you will not be considered a representative of the Company. 

21. 21. Limitations of a Claim

Due to the unique and dynamic nature of the System, it is hereby agreed upon by Specialists that despite the default provisions of any applicable law, no claim(s) may be brought against the Company after two (2) years from the date of the event giving rise to the alleged liability. 

22.  Severability 

If any court of competent jurisdiction determines a provision of these Terms is unenforceable, the parties intend that these Terms be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.

23.  Assignment and change of control 

You may not assign or transfer any obligation or benefit under these Terms without the Company’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact the Company. The Company may, without your consent, freely assign and transfer these Terms, including any of its rights or obligations under these Terms. These Terms will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

24.  No third party rights 

Except as expressly provided for in these Terms, a person who is not a party hereto has no right to rely upon or enforce these Terms. 

25.  Governing Law

You agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and the Company.

26. 26. Binding Arbitration and Class Action Waiver

• All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these Terms, and the determination of the scope or applicability of the Specialist’s agreement to arbitrate any dispute, claim or controversy originating from these Terms, but specifically excluding any dispute principally related to either party’s IP Rights (which will be resolved in litigation in New York County before the United States District Court for the Southern District of New York), will be determined by binding arbitration in New York County, New York before a single arbitrator. To the extent applicable law permits, any dispute arising out of or relating to these Terms will be conducted only on an individual basis and not in a class, consolidated or representative action.
• The American Arbitration Association will administer the arbitration, by a single arbitrator, under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for all cases.
• The arbitrator will apply the substantive law of the State of New York, excluding its conflict or choice of law rules.
• Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
• The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 13 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.

27. Arbitration Procedure.

• A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least thirty (30) days after the date of the notice. During this time period, the parties should meet, which may include a telephone call, or calls, for the purpose of resolving the dispute prior to commencing arbitration.

• Subject to the paragraph above, each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.

• Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrator may award monetary damages and any other remedies allowed by the laws of the State of New York. In making a determination, the arbitrator will not have the authority to modify any provision of these Terms. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a court having jurisdiction over the parties. The decision of the arbitrator will be final, binding on all parties, and subject to review only in accordance with applicable statutes governing arbitration awards.

• Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. In the event that a party fails to proceed with Arbitration, unsuccessfully challenges the Arbitrator’s award, or fails to comply with the Arbitrator’s award, the other party shall be entitled to costs of suit, including reasonable attorneys’ fees, for having to compel Arbitration or defend or enforce the award.

• In any arbitration arising out of or relating to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

28. SMS and Auto Dialed Calls

By entering your contact information through the System you expressly request to receive information and offers from Spetz via telephone call, email and text/SMS message (including through the use of an automatic telephone dialing system or artificial/prerecorded voice, SMS or MMS (text) messages, even if your telephone number(s) is/are currently listed on any state, federal or corporate Do Not Call list). Consent is not a requirement to purchasing the goods or services that Spetz is offering. Standard text message rates and cellular data charges apply. You may opt-out by replying “stop” to any message that you receive.

29. Limitations on Liability.

• Indirect Damages. To the maximum extent permitted by applicable law, the Company will not be liable to the Specialist or its affiliates in relation to these Terms, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not the Specialist has been advised of their possibility.

• General Damages. To the maximum extent permitted by applicable law, the Company will not be liable to the Specialist or its affiliates in relation to these Terms, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of fees the Customer paid to the Specialist (excluding all pass-through fees levied by third party entities) during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.

30. Contract Between Customer and Specialist.

You acknowledge and agree that a legally binding contract with a Customer (the “Service Agreement”) is formed when you and that Customer agree on the terms of the Service Call or service.

You are an independent business owner. You are an independent contractor of the Customer, and not an employee, partner, representative, agent, joint venture, independent contractor or franchisee of Company. The terms of the Service Agreement include the engagement terms proposed and accepted on the System, and any other contractual terms accepted by both you and Customer to the extent such terms do not conflict with these Terms, including this Section, and do not expand Company’s obligations or restrict Company’s rights under this Agreement. Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between Company and you, nor will it create an employment relationship between Customer and you. No Specialist has authority to enter into written or oral — whether implied or express — contracts on behalf of Company.

Where approved in advance by the Customer, you are not obligated to personally perform the Service Call or service. You may engage assistants, helpers, agents or other personnel (collectively “Assistants”). For safety reasons, such Assistants shall have been registered through the System and agreed to our Terms. Your failure to comply with this provision shall be a violation of these Terms and could lead to removal from the System. You assume full and sole responsibility for the acts and omissions of such Assistants and are fully responsible for the lawful payment of all compensation, benefits and expenses of Assistants, if any, and for all required and applicable tax withholdings as to such Assistants. Customers are responsible for confirming with you that any Assistants are registered on the System.

Customer shall pay his, her, or its Specialist(s) in full for all Service Calls and services, at the rates and methods agreed to between such parties. You agree to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Service Call and all services for Customer.

31. Entire Agreement.

These Terms constitute the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings.

 © 2022. Copyright Spetz Inc.