The website operated at [www.omnee.ca] and such other locations as made available from time to time (collectively, the "Website") and the Omnee Technologies Mobile Applications (the "App") and the services offered therefrom (collectively, the "Service") are operated by Omnee Technologies Corp. and its corporate affiliates (collectively, "us", "we", “our”, Omnee or the "Omnee Companies").
YOU MAY NOT USE THE SERVICES IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE RESIDENT (I.E., IF YOU ARE A MINOR).
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS, AND INDEMNITIES.
1. About the Service. The Service enables Users who are seeking help ("Requesting Users", “Customer”) with various services, including those around the home, to connect through the Website or App with third party service professionals (the "Service Providers") who would like to complete the task (the "Home Service") for the Requesting User. The Service provides a platform that connects Requesting Users and Service Providers only. We do not provide or perform Home Services. We are not responsible for the performance of Home Services, nor do we have control over the quality, timing, provision or failure to provide, or any aspect whatsoever relating to the identification, request, or provision of Home Services related, directly or indirectly, to our Service. You must become a registered User by creating a User Account (as defined below) to request assistance and connect with a Service Provider. You may access the Service from a computer or mobile device.
a. Requesting and Accepting a Quote for Home Services. A User may use the Service to post a request for Omnee to provide a quote for a particular Home Service (a "Request"). Such Requests must be clearly worded, correctly provide for the relevant category of service, and be a fair and accurate description of the work to be done. When making a Request, the Requesting User is solely responsible for confirming the accuracy of all information provided, including, the work requested to be done and the location at which the Requesting User will require such Home Services (the "Premises"). Each2 Request is limited to one discrete Home Service to be provided by Omnee and/or one or more Service Providers. If a User wishes to obtain help with more than one Home Service, the User must make a separate Request for each Home Service.
b. When a Service Provider provides a quote, it is understood that they have committed to providing the Service as stated in the quote and, if the Requesting User accepts the quote, the Service Provider is bound by the quote’s contents. To prevent misunderstandings, quotes should be specific (eg., “Remove existing shingles and install 1200 sq ft of architectural shingles on roof,” not, “Replace shingles on roof.”).
c. When a quote is received, the Requesting User is under no obligation to accept the quote. When the Requesting User accepts a quote, the Requesting User is then bound by the quote’s contents.
d. Once the Requesting User has accepted a quote, they will be charged a security deposit usually ranging from 5% to 30% of the total cost of the job. The security deposit is non-refundable if the job ("Job") is cancelled by Requesting User. If the Job is cancelled by Omnee, the security deposit will be refunded.
e. Your Responsibilities. By making a Request, you represent and warrant that you have the right to grant the Service Provider access to the at the Premises to perform the Home Services, will be present at the Premises or will have a representative who is 18 years old or older present at the Premises at all times while the Home Service is being performed.
f. Timing and The Service Provider. We will take reasonable efforts, but are under no obligation, to connect you with a Service Provider who is available to provide the Home Services provided in your Request, subject to your location, the Home Service requested, the availability of Service Providers willing to accept the Home Service requested by you, and other conditions beyond our control. We do not guarantee that your request will be accepted within the timeline prescribed for the respective service category, or at all. Any references within the Service to a Service Provider being rated, verified, vetted, licensed (where applicable), qualified, or described similarly only indicates that the Service Provider has completed the relevant registration process and does not endorse, certify, or guarantee any User of their identity, trustworthiness, suitability, or ability to provide the Home Service. When interacting with other Users, including Service Providers, you should exercise due diligence, caution and common sense to protect your personal safety and property. NEITHER THE OMNEE COMPANIES NOR OUR AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE AND YOU HEREBY RELEASE THE OMNEE COMPANIES AND OUR AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO, WHETHER DIRECT OR INDIRECT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OMNEE COMPANIES AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.3
g. Cancelling Home Services. If a Requesting User has not accepted a quote, they may cancel a Request without penalty. Omnee reserves the right to change, modify, increase, or decrease the amount and terms of the fees at our discretion from time to time. If we choose to do so, we will notify you by posting the update to the Website.
i. Cancelling Jobs. If a Requesting User accepts a quote and subsequently cancels the Job (prior to the Job beginning), the Requesting User will forfeit any security deposit that has been paid.
ii. Cancelling Jobs that Have Already Begun. If a Requesting User wishes to cancel a Job that has already begun, any security deposit that has been paid will not be refunded. Any further charges will be based on the contract and the policies of the Service Provider. Omnee has no obligation or authority to reconcile incomplete Jobs.
h. Cancellation by a Service Provider. A Service Provider may cancel a Job without consequence provided they cancel prior to having a Quote accepted. If the Service Provider attempts to cancel a job after their Quote was accepted by the Requesting User, this violates the agreement between Service Provider and the Customer, so the Job becomes a Dispute. Depending on the frequency and determination of the Dispute, this may negatively impact the Service Provider’s Omnee Score. If a Service Provider cancels a Job, we will take reasonable efforts to match the Request with an alternate Service Provider but are under no obligation to do so. If a job is cancelled by the Service Provider, any security deposit will be applied to the new Service Provider or, if no suitable replacement is available, will be refunded.
2. Registration Data; Account Security. In consideration of your use of the Service, you agree to: (a) provide us with accurate, current and complete information about you as may be prompted by any registration forms on the Service ("Registration Data"); and (b) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete. We reserve the right to reject any registration form in our sole discretion. You must be at least the age of majority in the jurisdiction in which you reside. By providing Registration Data, you signify that you are at least the age of majority and acknowledge that you may not use the Services if you are under the age of majority. If necessary, we may ask you for proof of your age. If you are unable to provide proof of your age, we reserve the right, at our sole discretion, to halt your registration. You may register on behalf of a corporate entity; however you acknowledge and agree that by providing Registration Data in such a capacity, you signify that you are authorized to enter into this Agreement on behalf of, bind the entity to, these terms and register for the Service and the App. Upon providing Registration Data to us through the Service, you will provide account information (your "User Account") including (but not limited to) your personal information, mobile telephone number, and credit card data. Once you successfully register for a User Account, you will choose a password and be given access to your personal User Account. You hereby agree to be fully responsible for (v) immediately updating your User Account to account for any change in Registration Data, (w) all use of your User Account, (x) any action4 that takes place using your User Account by any person or automated process, (y) maintaining the confidentiality and security of the password to your User Account, and (z) immediately notifying us upon any unauthorized use of your password or your User Account.
3. Fees & Payment Terms.
a. Important Clarification Regarding Relationships. Requesting Users contract directly with the Service Providers. Omnee is not a party to any agreements or contracts for Home Services. We act to coordinate agreements between Requesting Users and the Home Services Professional but do not act as a prime contractor for the Home Services and nothing in our involvement makes us responsible for the Home Services. Requesting Users are entering a contract for Home Services with the Home Services Professional, not with us.
b. Home Service Payment and Billing. After accepting a quote, Requesting Users authorize Omnee to charge your credit card a security deposit usually ranging from 5% to 30% of the total quoted price (plus applicable taxes). Requesting Users will be responsible for paying the balance of the invoice as stipulated in the agreement with the Service Provider (paid directly to Service Provider). By accepting a quote, you agree that you will pay for all Home Services requested (including all materials, taxes and late fees, as applicable) (the "Home Service Payment") that may be accrued by or in connection with your User Account, unless otherwise provided in this Agreement. You further agree that you are responsible for the timely payment of all Home Service Payments and that any such Home Service Payment made is non-refundable, unless otherwise determined at our sole discretion. You may use Promotional Credits (as defined below) available in your User Account, if any, as full or partial payment for the Home Service Payments under the terms of this Agreement and any terms or restrictions attached to the Promotional Credits.
c. Payment Processor. Requesting Users are required to provide credit card or bank account details (as specified in any registration forms provided when registering for your User Account) to us when registering for a User Account. By doing so, you authorize us to provide this information to the third-party payment processor (the "Payment Processor") we retain. You acknowledge and agree that the terms of the Payment Processor will govern your agreement and interactions with the Payment Processor and that our terms and policies do not govern and that we have no liability arising from your use of or access to the Payment Processor. You should review the applicable terms and policies of the Payment Processor, including the Payment Processor’s privacy and data gathering practices. We are not responsible for any arrears by the Payment Processor.
d. Our Fees. Prior to entering a contract for a job, there is currently no charge for the Service, to the extent this includes browsing the Website, downloading the App, Requesting Home Services, and reviewing Home Services provided by Service Providers. We reserve the right to introduce or charge, or change a service fee ("Omnee Fees") or implement charges for features of the Service as indicated to Users from time to time. Any revised fees will take effect 30 days from the date of posting to the Website, App, or notification to your User Account. If you choose to terminate your User Account after notification of any5 new or additional fees, you must do so before the 30 day period, after which such charges will be applied to your User Account, if applicable.
e. No Obligation to Withhold Taxes. Except for applicable taxes indicated on your Invoice, we do not collect or remit any taxes for any Home Service Payments received in any jurisdiction. The payment rate used for computing Home Service Payments paid to Service Providers is inclusive of any and all applicable federal, provincial, state, local, or other fees or taxes owed by such Service Providers. As a Service Provider, you acknowledge and agree that you are solely responsible for all tax compliance relating to your use of our Service and that in no event will we be responsible for any tax compliance. You further agree to indemnify and hold the Omnee Companies and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any claims by a taxing authority or any taxes related to your use of the Service.
f. Promotions and Promotional Credits. We may, from time to time and in our sole discretion, provide certain promotional credits ("Promotional Credits") to Users. There is no guarantee of or right to receive any such Promotional Credits. We reserve the right to activate, modify, or delete any such Promotional Credits at any time, in our sole discretion and without notice to you. Promotional Credits are non-transferrable, have no cash value, and will expire no later than 90 days from the date issued to your User Account.
4. Prohibited Activities and Services. Without limiting Section 10:
a. Prohibited Activities. Trust is a critical element of the Service. While using the Service, the following are considered prohibited activities:
i. If you are a Requesting User, submit a Request that you do not intend to have completed by a Service Provider or that you do not intend to pay for,
ii. If you are a Service Provider, accept a Request that you do not actually wish to accept or complete, or that you are not skilled, licensed (where applicable) or competent to complete,
iii. You will not recruit or otherwise solicit any User or Service Provider to join third-party services or websites that are competitive to Omnee or to use our Services to obtain work or Home Services outside the provision of our Service, or
iv. Use the Service to "stalk", harass, threaten, intimidate, harm, cause a nuisance to, annoy, or inconvenience any other User of the Service or collect or store any personally identifiable information about any other User other than for purposes of transacting a Home Service.
b. Prohibited Services. While using the Service, you further agree not to request, offer, negotiate, or complete any portion of a Home Service that:
i. would violate, or lead to the violation of, any applicable local, provincial, state, territorial, national or international law or regulation,
ii. encourage or facilitate illegal activity, pornographic or obscene services including sexual and escort services, and offers and solicitations of prostitution,
iii. you have no legal right to request or perform, or
iv. would be considered, in any way, or form part of a lottery, raffle, sweepstakes, or be related to spam, or any other form of solicitation that is not authorized by this Agreement.
v. would circumvent the Service in a way that may avoid including Omnee in current or future transactions (see Section 11 for more details).
5. Amendments. We reserve the right to change, modify, add, or delete portions of this Agreement in our sole discretion from time to time without further notice. If we do this, we will post the latest version of this Agreement on our website at [www.omnee.ca] and we will indicate at the bottom of that page the date of the last revision or modification. Your continued use of the Service, which includes your continuing to make available your User Content (defined below) on the Service, after any such change, modification, addition or deletion constitutes your acceptance of the Agreement as then revised. If you do not agree to abide by this or any future version of the Agreement, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check this page to determine if there have been changes to this Agreement and to review such changes.
6. Content. In this Agreement, "Content" means all materials and content of any type, including, but not limited to, ratings, photos, graphics, images, designs, profiles, messages, information, notes, text, information (including Registration Data, Requests, location), music, sound, video, articles, and software.
7. User Content and Your License to Us. The Service permits you (or any person using your User Account) to submit, transmit, copy, make available and distribute Content (collectively, your "User Content"), and we do not claim ownership over any User Content. By providing any User Content, you:
a. acknowledge that the Omnee Companies reserve the right to refuse to accept, display, or transmit any User Content at Omnee’s sole discretion,
b. grant the Omnee Companies the worldwide, royalty-free, non-exclusive right and license to use, distribute, reproduce, modify, adapt, perform and display such User Content as permitted by the functionality of the Service (the "User License") on the following terms:
i. the User License is limited to the purpose of offering or requesting the Service,
ii. the User License includes the Omnee Companies' rights to sublicense to third party service providers for the sole purpose of offering the Service, at all times in accordance with this Agreement, and
iii. the User License will end, and the Omnee Companies will cease to use User Content, a commercially reasonable period after such User Content is removed from the Service,
c. represent and warrant to us that (1) you have all right, title and interest to grant the User License, (2) the User Content does not infringe on any other person's copyright, trade-mark, proprietary interests, trade secrets, privacy or other intellectual property rights, and (3) no User Content contains any libellous, defamatory, or otherwise unlawful material, and
d. hereby agree to indemnify us and hold us harmless from any claims, losses, damages, or expenses incurred by us in respect of any third-party claims that your User Content infringes on any other person's rights (including all of the rights set out in (b) above).
8. Service Content. All Content available or stored on the Service other than your User Content, including the Service itself, the Website and the App, all other Users' Content, any Content made available by the Omnee Companies or any third party, and the selection and arrangement of all such Content and User Content (collectively, the "Service Content"), is the proprietary property of Us or a third party, as applicable, the Users or our licensors with all rights reserved, and the Omnee Companies (or, as applicable, our Users or licensors) retain and shall retain all right, interest and title in and to all Service Content.
a. Contact Information. Knowingly submitting false names or contact information, or not keeping your contact information updated, could result in harm to consumers (including violations of privacy) and significant legal and regulatory liability, damages, penalties and costs for Omnee and our service providers and partners. Accordingly, if you knowingly input false information in a service request, including any name, telephone number or other contact information that is not yours (whether it’s someone else’s or just made up), or if you fail to keep the information in your Omnee account current and correct, you agree to fully indemnify and be liable to Omnee and each Service Provider or other party who accepts that service request for any claims, losses, liabilities, damages (direct, punitive, consequential or other), fines, penalties, and costs and expenses (including reasonable attorneys’ fees) incurred by the affected parties in connection with the false or incorrect information. We have the exclusive right to choose counsel, at your expense, to defend any such claims.
9. Our License to You. Provided that you are eligible for use of the Service, and that you agree to this Agreement, we hereby grant you a limited, personal, non-transferable, revocable (at any time with or without notice or cause) and non-exclusive right and license to access and use the Service and to download or print a copy of any portion of the Service Content solely for your personal, non-commercial use, and for such use expressly permitted by this Agreement, subject to this Agreement and provided that you keep all copyright or other proprietary notices intact. You agree to respect all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Website or the App. You further agree not to change, translate, or otherwise create any derivative works of the Service. If we revoke our license to you, you agree to remove any Content infringing the terms of this Agreement and that the terms of the Agreement will survive such revocation and continue to bind you.
10. User Conduct (Things You Must Not Do). You acknowledge and agree that the Service is available for your personal use only in connection with the proper requesting or servicing of Requests, and may not be used for any other commercial purpose. Without restricting anything else in this Agreement, you agree not to:
a. except in furtherance of your permitted use of the Service, alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, or sell in any form or by any means, in whole or in part, Service Content,
b. except to the extent required to be permitted by the law of your jurisdiction, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Service, the Service Content, or any part thereof,
c. make the Service or Service Content available to anyone, or permit anyone to access same, nor license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease, time-share, copy or otherwise commercially exploit the Service in any way except in furtherance of your permitted use in accordance with this Agreement,
d. republish any Service Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, without our prior written permission or the permission of the particular Content owner, as the case may be,
e. use any data mining, robot or similar data gathering or extraction methods with respect to any Service or any Service Content,
f. register for more than one User Account, register for a User Account on behalf of an individual other than yourself, or register for a User Account on behalf of any group or non-individual entity (except if you are duly authorized to do so by such group or entity),
g. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Registration Data, User Account or otherwise,
h. upload, post, transmit, share or otherwise make available on the Service any User Content that:
i. consists of any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or except in furtherance of your permitted use of the Service, any other form of solicitation, or
ii. contains any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Insurance Numbers, US Social Security numbers, credit card numbers, financial information and other personally identifying or private information, unless that third party has consented to such use of the third party’s private information,
iii. in our sole discretion, is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable,
iv. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or
v. would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law,
i. disable or circumvent any access control or related process or procedure established with respect to the Service, or attempt to gain unauthorized access to the Service or Service Content,
j. remove any copyright or other proprietary notices on or in the Service, Service Content or any part thereof,
k. solicit personal information from anyone under the age of majority or solicit passwords or personally identifying information from any person for commercial or unlawful purposes,
l. use the Service or any Service Content to "stalk", intimidate, harm or otherwise harass another User or another person,
m. intentionally or unintentionally violate any applicable local, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority,
n. access the Service or any Service Content in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Service or Service Content,
o. utilize the Service in any way except as expressly permitted by this Agreement, including by developing or using any software tool or other application that interfaces with the Service, Website, or App except for standard web browsers,
p. interfere with or disrupt the Service or Service Content (including the servers, networks or technology connected to the Service), or
q. use or attempt to use another's User Account or the Service without express authorization from Us or the applicable User.
11. Conducting Business Outside of the Service. Once Omnee connects a Service Provider to an Omnee Customer, there may be a temptation to try to bypass Omnee. Any attempt to do so is a serious offense involving serious consequences for the offending party(s).10 In order to avoid penalties, the party approached with an offer to circumvent Omnee must report the incident to Omnee immediately. If this does not happen, both parties may be considered equally guilty, and the corresponding penalties may be applied to both. Any Requesting User or Service Provider found trying to circumvent Omnee in any way (whether intentional or not) that may prevent Omnee from benefiting from current or future work, will be subject to any or all of the following:
a. Will no longer be able to use the Omnee App as a Customer or as a Service Provider.
c. For this User, Omnee will no longer act as mediator for all current and previous jobs.
d. For any jobs in process, Omnee will have no responsibility or liability and at Omnee’s sole discretion, job(s) for this User may immediately be frozen.
e. No money paid to Omnee will be refunded, and Omnee is not responsible for any loss or inconvenience incurred by User or Service Provider.
Note: In the event a User attempts to bypass Omnee during a job, we will do our best to protect Service Providers who report the infraction. Therefore, if the Service Provider reports the Customer prior to, or during a job, Omnee may allow the current job to be completed before taking actions listed above.
a. Will no longer be able to use the Omnee App as a Customer or as a Service Provider.
b. Any subscription held by the Service Provider may be immediately cancelled, and all fees paid will be forfeited.
d. The Service Provider’s Omnee Score will be listed as “0”, all contact information will be removed, and they will not be allowed to view jobs or provide quotes. At the discretion of Omnee, any current jobs may be allowed to continue as agreed, or, Omnee may find another Service Provider to complete work. In the case of the latter, the offending Service Provider shall forfeit all materials already used, and have no claim for any payment on work already completed.
e. For this Service Provider, Omnee may no longer act as mediator for any previous jobs in which the Service Provider was involved.
f. For any jobs in process, Omnee will have no responsibility or liability, and other job(s) for this Service Provider will immediately be frozen.
g. No money paid to Omnee will be refunded (including subscription fees), and Omnee is not responsible for any loss or inconvenience incurred by the Service Provider.
Note: If a Customer reports the Service Provider prior to, or during a job, Omnee may allow the current job to be completed before taking actions listed above.
Note: In any case where the offending Service Provider is an Employee, or a Sub of a General Contractor, Omnee may - at its discretion - impose the penalties on the individual, the employer, and/or the General Contractor.
12. Reviews of Service Providers. You may only post a review of a Service Provider if you have first-hand knowledge of the services provided by said Service Provider (that is, such Service Provider provided products or services to you). You may not accept anything of value from a Service Provider in exchange for posting a review. You may not post or submit a review of a Service Provider if you are (i) an employee, contractor, partner of, or otherwise affiliated with, such Service Provider, (ii) an employee, contractor, partner of, or otherwise affiliated with, a competitor of such Service Provider, or (iii) related to such Service Provider, including by blood, adoption or marriage. You agree that any review that you post or submit will be honest and factually accurate.
13. Review of User Submissions. We do not approve, control or endorse your or anyone else's User Submissions and have no obligation to do so. However, we reserve the right (but assume no obligation) to pre-screen, refuse, remove or modify User Submissions for any reason, at our sole discretion.
14. Suggestions. If you elect to provide or make available to Omnee any suggestions, comments, ideas, improvements or other feedback relating to the Services or otherwise (“Suggestions”), Omnee will be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner, without credit or compensation to you.
15. Accuracy of Information. Omnee makes no representation or warranty about the accuracy or suitability of the User Submissions or other information displayed on the Properties or provided through the Services. We use commercially reasonable efforts to promptly update any incorrect information displayed on the Properties, when we are notified or otherwise become aware of such inaccuracy. We do not have any obligation to contact you to update or correct any information previously accessed by or provided to you through the Services.
16. Nudity and Objectionable Material. You agree not to, and we strictly prohibit, the uploading and display of any User Content portraying explicit nudity, adult content, or that is unacceptable for viewing by minors or objectionable, in our sole discretion. For example, but without limitation, prohibited User Content would include material that would be unacceptable in a public museum where minors visit, or User Content that would only be appropriate for adult sites, adult magazines, or R-rated movies. You acknowledge and agree that the sole discretion of whether User Content is suitable belongs to us, and we reserve the right (but have no obligation) to (a) delete any User Content we deem to violate this Agreement or, or (b) to cancel the User Account from which such User Content made available on the Service.
18. Other Uses. Any use of the Service or the Service Content other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will automatically terminate all licenses granted by us herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright, privacy, trade-secrets and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any other license to intellectual property rights, whether by estoppel, implication or otherwise.
19. Modifications to Service. We reserve the right at any time to perform maintenance on, to add to, to remove from, to make upgrades and updates to, to suspend, and to modify the Service or any part thereof with or without notice. NOTWITHSTANDING ANY PROVISION HEREIN, YOU AGREE THAT WE SHALL NOT BE LIABLE IN ANY MANNER TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MAINTENANCE, ADDITION, REMOVAL, UPGRADE, UPDATE, SUSPENSION OR MODIFICATION.
20. General Practices Regarding Use and Storage. You acknowledge that we may establish general practices and limits concerning use of the Service, including, without limitation, the maximum number of days that User Content will be retained by the Service, the maximum number of User Content that may be transmitted, posted, shared, used, copied, or otherwise made available on the Service (whether per User Account or globally), the maximum size of any User Content, the maximum disk space that will be allotted on the Service servers on any User's behalf, and the maximum number of times (and the maximum duration for which) any User may access the Service in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any User Content and other communications or Content maintained or transmitted by the Service. You acknowledge that we reserve the right to log off or otherwise disconnect any User Account that is inactive for an extended period of time in our sole discretion.
21. Termination. You may terminate your User Account at any time by deleting your User Account. We reserve the right to terminate, suspend, or deactivate your User Account if we suspect or determine, in our sole discretion, that you have misused our Services, have used our Services to violate any law or have breached any term of this Agreement. We will give you notice of such deactivation and you agree to immediately cease all use of our Services and any Service Content or Content licensed to you in Section 9 of this Agreement.
22. Trademarks. Notwithstanding anything else in this Agreement, "Omnee", “Omnee Pro”, “Omnee Home”, “Omnee Home Care”, “OmneeScore”, the Omnee logo and design, and all other trade-marks, trade secrets, trade dress, graphics, logos, designs, page headers, button icons, scripts and service names used by the Omnee Companies on or in connection with the Service (collectively, the "Marks") are registered trademarks, trademarks, trade secrets or trade dress of the Omnee Companies or our licensors and all right, title and interest in and to the Marks, whether registered or not, are and shall remain vested in us or in our licensors, as applicable. The Marks may not be used, including as part of trademarks, trade names, trade dress or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
23. Third Party Sites and Content. The Service may contain (or you may be presented with through the Service) links to other websites ("Third Party Sites") as well as Content (for example GPS systems) belonging to or originating from parties other than us or our Users (the "Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Service or any Third Party Content available on the Service, including, without limitation, the content, accuracy, safety, functioning, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. The inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us and does not guarantee that any Third Party Content will function with the Service or will be error-free. If you decide to leave the Service and access the Third Party Sites, you do so at your own risk and you acknowledge and agree that our terms and policies do not govern Third Party Content and that we have no liability arising from your use of or access to any Third Party Site or Third Party Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Service. Reference on the Service to any products, services, processes or other information of a third party, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply (a) endorsement, sponsorship or recommendation thereof by, or (b) or any affiliation thereof with the Omnee Companies. Further, we are in no way responsible for references to or representations, endorsements, reviews, recommendations or sponsorship of the Service or any Service Provider on any Third Party Site.
24. Advertisements. We may run advertisements and promotions on the Service. You agree that we have the right to run such advertisements and promotions. The manner, mode and extent of advertising by us on the Service is subject to change in our sole discretion.
25. User-and-User Disputes and Release. The Service is only a venue for connecting Users. We are not involved in the actual contact between Users or in the provision of Home Services and you are solely responsible for your interactions with other Users. If you have a14 dispute with one or more Users, you release the Omnee Companies (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, direct or indirect arising out of or in any way connected with such disputes.
a. No Responsibility for Others' Content. We are not responsible or liable in any manner for any User Content or Third Party Content available on the Service, whether made available or caused to be made available by Users or by any of the technology associated with or utilized in the Service. Although we provide this Agreement and other policies and rules for User conduct, we do not control and are not responsible for our Users' actions and are not responsible for any Content you may encounter on the Service, be it User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User. Notwithstanding anything else in this Agreement, the Omnee Companies have no responsibility to monitor any User Content or Third Party Content.
b. Availability. The Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any web site (including the those in the Service) or combination thereof.
c. No Guarantee. We make no guarantee regarding the provision of Home Services, the acceptance of any Requests for the provision of Home Services, the availability, workmanship, timeliness, integrity, ability or skill of Service Providers or the Home Services they purport to be able or willing to provide. We do not guarantee that the Service Providers hold any qualification, certification, license, schooling, training, or insurance required to provide the Home Services. THE COMPANY DOES NOT WARRANTY ANY HOME SERVICE PROFESSIONAL'S PROFESSIONAL ACCREDITATION, REGISTRATION, CERTIFICATION, LICENSE, INSURANCE, BOND, OR WORKER'S COMPENSATION PROTECTION.
d. AS IS; AS AVAILABLE. THE SERVICE AND THE SERVICE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND THE OMNEE COMPANIES DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE OMNEE COMPANIES CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE OR MAKE ANY WARRANTY AS TO THE15 TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF ANY HOME SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE. THE OMNEE COMPANIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. THE OMNEE COMPANIES DISCLAIM ANY AND ALL RESPONSIBILITY FOR ANY THIRD PARTY CONTENT OR THIRD PARTY SITES.
27. Limitation on Liability. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED (AND, THEN, ONLY TO THE STRICT EXTENT OF SUCH RESTRICTION),
a. IN NO EVENT WILL THE OMNEE COMPANIES, OR THE OMNEE COMPANIES’ DIRECTORS, SHAREHOLDERS, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, AND WHETHER DIRECT OR INDIRECT, FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM YOUR USE OF THE SERVICE, THE SERVICE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICE (INCLUDING ALL THIRD PARTY CONTENT AND THIRD PARTY SITES), EVEN IF THE OMNEE COMPANIES ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
b. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE OMNEE COMPANIES' LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE OMNEE COMPANIES FOR THE SERVICE DURING THE YEAR IN WHICH SUCH CAUSE AROSE (FOR EXAMPLE, IF YOU ARE A HOME SERVICE PROFESSIONAL, THE AMOUNT OF YOUR SERVICE FEES). NOTWITHSTANDING THE ABOVE, IN NO CASE WILL THE OMNEE COMPANIES' LIABILITY TO YOU EXCEED THE LESSER OF (I) 20% OF TOTAL COST OF THE HOME SERVICES RENDERED IN A CALENDAR YEAR AND (II) $200. YOU ACKNOWLEDGE THAT IF NO SUCH FEES ARE PAID BY YOU TO THE OMNEE COMPANIES FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND
FROM THE OMNEE COMPANIES, REGARDLESS OF THE CAUSE OF ACTION. THE OMNEE COMPANIES DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OF FITNESS OF ANY WORK PERFORMED VIA THE SERVICE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS BUT ONLY TO THE EXTENT OF SUCH EXCLUSION BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.
28. No Agency. You hereby acknowledge and agree that no employment, joint venture, partnership, or agency relationship exists between you and any of the Omnee Companies as a result of this Agreement or your use of our Services. We are solely independent contractors.
30. Copyright, Intellectual Property and Content Complaints. If you believe that any Content on the Service infringes upon any copyright or other intellectual property right that you own or control, or if you otherwise object to any User Content that you find on the Service, you may send a written notification to our designated agent for copyright and other complaints:
- by email: email@example.com
- by regular mail: Omnee Technologies, 227-116 Research Drive, Saskatoon, SK S7N 3R3.
a. Non-Copyright Infringement. If the notification relates to any objection other than copyright infringement, it must be a written communication that includes (a) a physical or electronic signature of a the complaining party or a person authorized to act on behalf of the complaining party, (b) identification of the objectionable material, (c) a description of, and the reason for, the objection, (c) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted, and (d) a statement that the information contained in the notification is accurate.
b. Copyright Infringement. If the notification relates to copyright infringement, it must be a written communication that includes the following:
i. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. identification of the copyrighted work claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements;
iii. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
iv. information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
v. a statement that the complaint party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the owner’s agent or the law;
vi. a statement that the information in the notification is accurate; and
vii. a statement under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
31. Abuser and Repeat Abuser Policy. We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat infringers of intellectual property or users or posters of objectionable content. We may also, at our sole discretion, limit access to the Service or terminate the User Account of any User who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement, or otherwise uses or posts objectionable content through the Service.
32. Governing Law; Venue and Jurisdiction. You agree that the laws of the Province of Saskatchewan, Canada, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Saskatchewan with respect to any dispute hereunder.
33. Dispute Resolution.
a. Discuss it with Service Provider/User. Most disputes can be solved with direct communication. If a User has a problem with a Service Provider, or vice versa, they should first attempt to rectify the situation directly. If a solution can not be agreed upon, proceed to the next step of the resolution process.
b. Contact Us. We care about addressing your concerns in an informal and efficient manner. For any dispute you have with us regarding the Services, you agree to contact us and attempt in good faith to resolve the dispute informally by reporting the dispute to our customer service online at any time by emailing [firstname.lastname@example.org]. You agree that if our dispute is not resolved by informal resolution within 15 days of your submission, then you will resolve any claims through final and binding arbitration ("Arbitration").
c. Arbitration. You agree that any claim arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, that is not resolved through our customer service centre, will be finally resolved by Arbitration pursuant to The Arbitration Act, 1992 (Saskatchewan). The Arbitration will take place in Saskatoon, Saskatchewan, Canada. The language of the arbitration will be English. Because the contract for work is between the Service Provider and the Requesting User, Omnee has no obligation to be involved in this stage of the dispute process.
d. No Class Actions. You hereby agree and acknowledge that you may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, purported class, consolidated, or representative action. You further agree that, by entering into these terms, you and the Omnee Companies each agree that all claims and disputes shall be resolved under this Agreement. You further waive any constitutional or statutory right to go to court and have a trial in front of a judge or jury on an individual, class action, or representative action basis. In the event any litigation should arise between you and us, in any jurisdiction, in a suit to vacate or enforce an Arbitration award or otherwise, you and the Omnee Companies waive all rights to a jury trial, instead electing that the dispute be resolved by a judge, and agree to take any and all action necessary or appropriate to effect such waiver.
e. Statute of Limitations. You hereby agree that any claim under this Agreement must be brought within one year of the act giving rise to the claim.
f. Indemnity. You agree to indemnify and hold the Omnee Companies and each of the Omnee Companies’ directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content and any Third Party Content, your use of the Service, your conduct in connection with the Service or with other Users of the Service, or any violation of (a) this Agreement, (b) any law, or (c) any right of any third party.
34. Submissions. Notwithstanding any term herein related to User Content, you acknowledge and agree that any questions, comments, complaints, suggestions, ideas, feedback or other information about the Service (collectively, "Submissions"), provided by you to us are non-confidential and shall become the sole property of the Omnee Companies, who shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination thereof for any purpose, commercial or otherwise, without acknowledgment or compensation to you. To the extent any applicable law provides that any submissions belong to you rather than us, notwithstanding the preceding sentence, you hereby irrevocably assign to the Omnee Companies all right, title and interest in and to such Submissions.
35. Electronic Communications. When you use the Service, send e-mails to us, or register for a User Account, you are communicating with us electronically. You consent to receive19 communications from us electronically. We will communicate with you by e-mail to the email address attached to your User Account through your Registration Data or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
a. App/Mobile Phone Use. You agree to adhere to any terms of any app store, mobile software platform, payment platform, or other third party services provided in connection with your use of the App. We reserve all rights in and to the App not expressly granted to you under this Agreement and you only have a limited license to use it to access the Service in accordance with these terms. By providing your mobile phone number and using the Service, you hereby affirmatively consent to our use of your mobile phone number for calls and texts from us and certain other Service Providers relating to Requests relevant to you, such as those you submit. You understand and acknowledge that by communicating by calls or text, standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from us by modifying your User Account settings on the Website or App or by emailing [email@example.com].
37. Interpretation. Headings are for convenience only and shall not be used to interpret, or as a guide for interpretation of, this Agreement. The word "or" is not exclusive and the word "including" is not limiting (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto). A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa and "person" will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa.
38. Other. This Agreement constitutes the entire agreement between you and us regarding the use of the Service, superseding any prior agreements between you and us relating to your use of the Site or the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, unlawful, void or unenforceable for any reason, that provision shall be deemed severable and the remainder of this Agreement shall continue in full force and effect. This Agreement shall enure to the benefit of, and be binding upon, parties hereto and their respective heirs, executors, administrators, successors, and assigns.
39. English Language. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soinet rédigés en anglais.
GENERAL TERMS FOR ALL SERVICE PROVIDERS
40. Licenses, Qualification and Insurance. If you solicit, accept or perform services through the Services, you agree that:
a. you will solicit, accept and perform work only if you possess the qualifications, experience and skill necessary to complete such work; a. b. you will have (and will continue to maintain) current valid licenses, authorizations, insurance and bonding required by all applicable authorities for any work you solicit,
b. accept or perform; and
c. to the extent professional liability insurance is required for the kind of work you are doing (e.g., under applicable laws, rules and regulations, as a requirement of taking certain projects from Omnee, or as requirement for participation in certain programs), you will obtain and maintain that insurance.
41. Performance of Services. You agree that, in performing work that you received through the Services:
a. if you receive a User request for a Service Provider to provide services, you will respond to the User (or Omnee, in the case of services requested through Omnee) as soon as possible but in any event within 24 hours. If you do not respond accordingly, Omnee reserves the right to send that project request to another Service Provider;
b. you will complete the work in a professional manner, with the degree of skill and care that is required by best industry standards; b. c. you will complete the work in a timely manner (including, if applicable, within any specified time/schedule/completion requirements provided by Omnee for the particular job);
c. you will comply with all applicable laws, rules and regulations;
d. you will not engage in any acts of wrongdoing, dishonesty or unethical business practices, including bait and switch tactics, misleading advertising or claims, or calling or continuing to call a User who has requested not to be called;
e. you will not engage in spoofing or any other false identification, whether by telephone, text (SMS), email or other means;
g. you will not make any representations, promises, guarantees or warranties on behalf of Omnee;
h. if you are doing the work through the Omnee Services program in which Omnee hires you as a sub, you understand that at the time we are hired by the User, we will directly charge the User a non-refundable security deposit. Any payment you are owed for the job (including progress payments, payment for materials, or final payments) are paid directly to you by the User.
i. If you subcontract any of the work (Omnee permission required), it is your responsibility to ensure that your subcontractors meet all of the requirements of the Terms applicable to Service Providers, including those relating to qualifications, licenses, insurance, data use and security, and compliance with applicable law. Any action or omission by your subcontractor that would be a breach if done by you will be deemed to be a breach of the Terms by you.
j. you will promptly and adequately complete all warranty and follow-up work as per the contract. If the contract does not specify warranty period, there will be a one year warranty on workmanship, and materials are based on manufacturers’ warranties.
42. “Your Customer” vs “Omnee Customer”
a. “Your Customer” is any customer that joined the Omnee app directly from the in-app
a. invitation link you provided them.
b. “Omnee Customer” is all other customers. This includes customers we introduced to you as well as any Users invited into the app by another Service Provider.
Application of these terms:
i. When a Customer is invited to join Omnee by a Service Provider and creates an Omnee account through the unique link within the app, this Customer is only considered “Your Customer” for that Service Provider.
ii. In the event that the Customer already exists within the app (whether because they already accepted another Service Provider’s invitation or they joined the app independently), this customer will be considered an “Omnee Customer”
iii. When a Service Provider agrees to do any work for an Omnee Customer, the Service Provider understands that our fees and/or commissions will be billed to the Customer up front. The amount the Service Provider agreed to be paid for the job will be paid directly from the Customer to the Service Provider. All claims to payment, warranty, workmanship or any other dispute is a matter solely between the Service Provider and the User, Omnee bears no responsibility.
iv. For “Your Customers,” the above fee will be waived.
Any attempts to conduct business with Omnee Customers outside the app will result in significant consequences (see Section 11).
43. User Information. Omnee may provide you with personal information relating to Users that are seeking products or services. You agree that:
i. the User is considered an “Omnee Customer” in perpetuity (any commissions or payments due to Omnee apply for the lifetime of the Customer);
ii. you will not use such personal information except as required to provide your products or services to such individual;
iii. you will not disclose, rent, sell or otherwise provide this information to others without Omnee’s and such individual’s consent (and, if Omnee so notifies you with respect to your participation in certain programs, the consent of the third party that referred the individual to Omnee);
iv. you will not use this information to market your products or services (or those of any third party) to such individual, unless Omnee notifies you that such marketing is permitted in connection with your participation in certain programs;
v. you will not use, or attempt to use, this information in a manner that would violate the Terms or for any purpose not intended by Omnee;
vi. you will take reasonable and appropriate administrative, physical and technical measures to protect the security, integrity and confidentiality of User information that you receive from Omnee; and you will promptly report all data breaches or other information security events involving User information to Omnee;
vii. if your account with Omnee is no longer active or is terminated, you will not represent that you provide services through any Omnee program or network; and
viii. you will not represent that you are an employee or agent of Omnee. Even if you are participating in our Omnee Services program where Omnee uses your services to complete work they have obtained, you are not an employee or agent of Omnee and you, not Omnee, are responsible for your work.
44. Encumbrances.You agree that, except to the extent specifically permitted by the terms of a written agreement between you and a User with respect to a project, you will not file or record any lien, claim of lien, stop payment notice, stop notice, security interest, or other encumbrance (“Encumbrance”) on the property of any User or Omnee; and if you become aware of an Encumbrance related to your work for a User that is not expressly permitted by your agreement with that User, you will cause the release, dissolution, cancelation or removal of that Encumbrance within 5 business days, irrespective of its validity. We have the right, but not the obligation, to take any and all steps necessary to promptly release any impermissible Encumbrances. You must reimburse Omnee or the User (as the case may be) all costs and expenses, including but not limited to legal fees, incurred by us or the User as a result of any impermissible Encumbrances.
45. Disputes with Users. You agree that you will cooperate with Omnee if we attempt to facilitate the resolution of any customer dispute or complaint between you and a User to whom you provide (or have been booked to provide) product, services or advice. However, we will not be liable to you, the User or any other person for the resolution of (or failure to resolve) any such matter. We reserve the right to charge you for any amounts we pay to a User in connection with any such dispute or complaint, including disputes regarding your performance of or failure to perform services, and you agree to reimburse Omnee for any23 such payments and for any costs, expenses or attorneys’ fees that we incur in connection with such disputes.
46. You agree that Omnee has the right to disclose any information we have regarding you to any authorities requesting information from us regarding any product, services or advice you have provided or proposed to provide or any Services we have provided to you.
47. Informational Requests; Updates. You agree to comply with Omnee's informational requests from time to time in connection with the Services, including providing information to be used by Omnee (or our service providers) to perform background checks, credit checks, evaluations of reputation and character and other assessments, and to confirm status if we have connected you with a User. You agree to immediately notify us if: (i) any information you have provided to Omnee, or any relevant information about you, has changed, (ii) a User has notified you that they have a complaint with you or any products or services provided by you, (iii) you have received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to your professional license or your products or services, or (iv) you have been notified of any termination, suspension, or lapse of any professional license, insurance or bonding.
48. Taxes. You agree to properly register to collect sales, use, excise and other taxes, duties, and other governmental assessments in connection with your products or services ("Taxes"), and to collect and timely remit such Taxes to the applicable tax authorities. You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision of your products or services to Users, except for those Taxes or tax-related payments that Omnee is required by law to collect or withhold. You agree that you, and not Omnee, are solely responsible for all matters related to Taxes.
49. Site Link; Reviews. If you have a Omnee profile, you agree to link your website to your Omnee profile, at a place on your website determined by you, using the following text: "Review my projects and endorsements on Omnee.” When you include the contact information of a past customer in your project information that you submit to Omnee, you agree that we may reach out to that person asking for reviews and recommendations of you and inviting them to create an Omnee account.
50. Quality Control. We may access and monitor your Omnee account and usage and communication information and may monitor, review and use such account and usage and communication information as they deem appropriate, including as reasonably needed to confirm status of project requests when we have connected you with a User, to investigate complaints or billing issues, to provide services to you, and to verify information you or Users have provided.
51. Pro Account; Profile. You will be asked to open an account and may be asked to complete a profile in connection with the Services. You agree to promptly complete your profile and to provide us with such additional information as we reasonably request; to provide accurate, complete and up to date information in connection with the Services; and keep that information updated, complete and correct.
a. You understand and acknowledge that the amount and quality of your information (including the amount and quality of profile data, project activity and endorsements) will affect your exposure within the Services.
b. You agree that Omnee may suspend or terminate your Omnee account if it remains inactive for 60 days or more, or if you fail to respond to Omnee’s active communications for seven days or more.
52. Phone Number; Communications. You are aware and agree that the telephone number listed by Omnee for your business in connection with the Services may be a call forwarding number used by Omnee that is different from your personal or business telephone number. This number is utilized by Omnee to improve its products and services for both Users and Service Providers, for quality control and for other purposes (such as those described above). We (and, if the call to you originates on a partner service, the partner) may monitor and/or record calls on this number and other communications with Users that you make through the Services. You consent to this monitoring and recording.
54. No Guarantee. As a Service Provider, you agree and acknowledge that Omnee cannot and does not guarantee the results of any Services provided by Omnee, including the exposure you will receive as part of the Services, the number or quality of potential customers with whom you will have contact, or whether a homeowner will actually contract with you to do the work if you respond to their project request. You acknowledge that Omnee will determine in its sole discretion the manner and terms of Services provided to Service Providers. By way of example and not limitation, Omnee may impose limits on the type and/or number of Service Providers that can participate in particular programs, which Pros are notified about particular project requests and the timing of such notification, the type and/or number of Services Providers who can respond to particular project requests, and the amount and availability of discounts for particular programs, services or Service Providers.
55. Offset of Amounts Due. You agree that if Omnee is entitled under the Terms to payment by you or reimbursement from you of any costs, expenses or other amounts, we may deduct any such amounts from any amount that we owe you.
56. Fraud or Other Willful Misconduct. Notwithstanding anything else herein to the contrary, you understand that, in the event of willful misconduct by you against Omnee or any Omnee homeowner, customer or other User of any Omnee Services, including but not limited to25 fraud, theft, failure to perform services for which you received any deposit or payment, or willful damage to property, Omnee shall assess against you, in addition to all other fees, damages and penalties to which it may be entitled, a fee equal to three times the dollar amount or value of such fraud, theft, retention of unearned payments, willful damage or other willful misconduct. This fee shall constitute liquidated damages to compensate Omnee for the time and effort of Omnee’s employees, agents, representatives and attorneys in addressing, investigating, and rectifying your misconduct, and you hereby agree that such fee is reasonable and appropriate.
Further, Omnee reserves the right to pursue legal action against you through provincial/state and federal courts or other appropriate jurisdiction in the event Omnee determines you have committed fraud, theft, willful failure to perform services for which you have received a deposit or payment, or willful damage to property to, against or involving Omnee or any User. You agree and consent to the personal jurisdiction and venue of the federal and provincial courts in Saskatoon, Saskatchewan, for any such court action or proceeding.