Name: End User License Agreement (Customer Terms of Use)

Description: This is an agreement between LiveScaper and the customers that are seeking service through the LiveScaper App/website.

LiveScaper Customer Terms of Use and End User License Agreement

Effective Date: December 1, 2021

Welcome to LiveScaper.

This Terms of Use and End User License Agreement ("Agreement") is made between you and LiveScaper ("we", "us", "our").

This Agreement limits your legal rights and our liability to you and imposes legal obligations on you. These obligations are accepted, by you, upon entering this Agreement.

Please read the following terms and conditions within this Agreement carefully before choosing to "Accept" or "Not Accept". By clicking "Accept," or by accessing and using the app (as will be defined), or by booking a LiveScaper Service Provider or by receiving any services booked through the app, you are entering into a binding legal contract with us. If you do not accept and agree to all the terms and conditions in this Agreement, please do not click "Accept".

This Agreement applies equally to the App, and all Services booked or made available through the App. All references herein to the App will be deemed to apply to the Website, and all references to Services and related matters will apply to all such matters, whether through the App or the Website.

This Agreement applies to and legally binds Customers, and you become a Customer upon any one or more of the following: clicking "Accept", using the App, booking Services, or receiving Services.  Service Providers, referred to in this Agreement and generally by us are required to enter into a separate agreement with us, and with you. This Agreement does not amend or terminate in any way any other agreement you may have with us.

You agree that you enter into this Agreement as a Customer, as defined below.   You warrant and represent to us that you are of the full age of 19 years, or the age of majority in your jurisdiction, whichever is higher.  If you are under the age of majority, you cannot enter into this Agreement. This Agreement commences after you click "I Accept". Capitalized terms in this Agreement have the meanings defined below.  

You agree to communicate, transact, and contract with us and with Service Providers electronically via email, text or through the App or the Website.  You acknowledge and agree that all such electronic communications may be insecure and subject to not being received, or loss or alteration of data in transit or otherwise. You voluntarily accept all risks of electronic communications with us and with Service Providers.  

In addition to communicating with us electronically through the App with respect to Services, you consent to receiving commercial electronic messages from us, including offers to purchase Services, discounts, coupons, third party offers, and other commercial information we believe may be of interest to you.  

In order to install, access and/or use the App, to book a Service Provider, to contract with one or more Service Providers, and to be eligible to receive Services, you also accept and consent to the collection, use and disclosure of your personal information for the purposes of this Agreement and the Services, and as set out in our Privacy Policy, which may be amended from time to time.

We may change the terms and conditions of this Agreement at any time upon 15 days’ notice.  Notice may be validly given by email or text message, whether or not you receive, open or download the message containing such notice, or by posting in the App or on the Website.  Notice will be deemed to be given by us and received by you upon our sending the email or text message providing such notice or posting the notice in the App. Your continued use of the App or booking or receipt of Services following such notice will be conclusively deemed to confirm your acceptance of the changes to this Agreement as stated in the notice sent to you.

1. DEFINITIONS

1.1 Below are the defined terms generally used in this Agreement, which may be used in both the singular and the plural, if and where applicable:

"App" refers to our proprietary web app for desktop and mobile devices. All references to the App within this Agreement includes the Website and the use of the Website, unless it is stated otherwise.

"Job" refers to an online form completed by you, the customer, and sent through the App in the form of a Statement of Work including your Customer Requirements and other information to potential Service Providers for their consideration and possible acceptance, with any acceptance by a Service Provider resulting in a Service Contract incorporating such Statement of Work being formed between you and the accepting Service Provider.

"Change Order" refers to a change or cancellation of a Service Contact by you, us, or the third-party Service Provider, which will be sent by email or text communication.

"Fees" refers to all payments, fees, charges, compensation, remuneration, and other such payments you, as the Customer, agree to make or pay by using the App to a Service Provider in consideration of bidding for Services, contracting with a Service Provider pursuant to a Service Contract or otherwise, or receiving the Services in compliance with this Agreement. Applicable taxes, including GST, HST, and any other sales or value-added tax are payable in addition to Fees.

"Customer" refers to any one or more persons, consumers, homeowners, property owners, occupants of real property, clients, or companies which request and order Services for themselves or a third party through the App.

"Customer Requirements" refers to the specifications and requirements for the Services which are specified by you as the Customer in a job request, and which become part of the Service Contract when accepted pursuant to a Statement of Work or other agreement by you to receive the Services and pay the Fees in compliance with this Agreement.

"Service Contract" refers to the arrangement pursuant to which you agree to receive Services from a Service Provider as detailed by a Statement of Work.

"Service Provider" refers to the independent contractors that performs the Services.

"Services" refers to the services offered or made available to you as a Customer by Service Providers using the App and available to be selected from our established serviced offered which may be updated as our discretion due to demand for new Services and includes Services you agree in a Service Contract to receive and pay the corresponding Fees for. Services are provided by Service Providers and at the current time include snow removal, lawn mowing, and weed removal and others that may be added to the App from time to time.

"Statement of Work" refers to any electronic communication contained or derived from your Job request submitted through the App, or by email, text, and any other means of communication. Acceptance of your job request by a Service Provider forms a Service Contract between you and your Service Provider. Generally, a Statement of Work will include your name, address, phone number, location of where the Services are to be provided, and details specifying the Services required for the Service Provider.

2. SERVICES

2.1 Services

a) The purpose of the App is to provide a convenient, quick, and easy way for you and other Customers to connect with the independent Service Providers. Our App acts as a third-party marketplace, where our Customers can post Job listings and be connected with Service Providers who they can enter into a Service Contract with. Though we expect the Service Providers using our App to provide exceptional service as well as act in a respectful and professional manner, the Services are provided by independent contractors and are not under our direct control as employees or agents.

b) Services may only be requested through our App. You can create a job listing on the App, providing information on what service is required and details regarding the duration and difficulty of the job. You will the receive a quote and, if accepted, provide payment and billing information. After providing payment/billing information your job will be posted on the App to be accepted by a service provider or contractor.

c) You may cancel withdraw a Job at any time before acceptance by a Service Provider.  However, once your Job has been accepted by a Service Provider, it becomes a Service Contract which you enter directly with that Service Provider, subject to the terms and conditions of this Agreement as to the manner in which your Service Contract with that Service Provider is formed and is to be performed. You may be liable under the Service Contract for all applicable Fees.  Otherwise, we are merely a conduit for information and payments, and not a party to any Service Contract between you and any Service Provider.  

d) Upon requesting Services through the App, the App will list your Job as available to be picked up by a Service Provider, who has listed themselves in the App as able and available to do the Services requested. We reserve the right to program the App to match you with a Service Provider based on information collected by us such as geographical location. We also reserve the right to use intangible information and other information not known to you as a means of matching you with the proper Service Provider.

e) Jobs requested by you and not accepted by a Service Provider on the App will expire after a reasonable period of time in which case you will not enter into a Service Contract, nor receive the Services you have requested, you will not be obligated to pay the Fees for the Services you requested so long as you have not received the requested Services.

f) Payment to Service Providers for Services provided to you must be made through the App, and you agree to pay the Fees for Services as stated in the Service Contract using your credit card and billing information that you provided and have held on-account by our third-party credit card and payment service provider. We have agreements with Service Providers to which we are entitled to a portion of payments made to the Service Providers by you, and you agree to not take steps to interfere with our relationship with our Service Providers, to interfere with our payment arrangements and agreements.

g) As a registered user of the App, you can receive updates from the contracted Service Provider while the Services are being provided, or after the provision of the Services, and you can provide and receive feedback and ratings afterwards through the rating system in the App.

h) You acknowledge and agree that Service Providers hired through our App may or may not be licensed, insured, or have WCB or other applicable coverage, and we provide no guarantee as to the status of the Service Providers with respect to their licensing, legal status, insurance coverage, WCB coverage, or any other coverage. In doing so you acknowledge and agree that you enter Service Contracts with and receive Services from Service Providers entirely at your own risk.

i) You warrant and represent that you will carefully, fully, and completely review each Job you request for accuracy, errors, omissions, and incorrect information before submitting a request for a Job that may be accepted by a Service Provider. Although we will make reasonable efforts on your request to correct any errors or misunderstandings that you may discover after you submit a Job, and/or modify the Services accordingly, it may not always be possible to do so, and we will not be liable to you for any damages whatsoever arising out of your errors or omissions in reviewing and issuing a Job.

j) We will have no liability to you whatsoever for any failure of the App to accept, process, or deliver a Job request to a Service Provider, or to deliver communications, including acceptance of your Job, to you. We retain the right to withdraw or terminate a Service Contract at any time, without notice to you or any liability to you, and we also reserve the right to contact you and request modifications to a Service Contract at any time. If we request modifications and you do not accept them, we may terminate the Service Contract without liability to you.

k) Acceptance of your Job by a Service Provider does not guarantee that the Services will be provided, and we reserve the right to change the referred Service Provider at any time and for any reason.

l) We will not be liable to you for any damages whatsoever due to force majeure, or any other circumstances of any kind beyond our reasonable control, or that of any Service Provider, that may delay the provision of Services, or prevent the delivery of Services, or require modification to the Services.

2.2 Cancellation

You may cancel a Service Contract and its associated Statement of Work at any time through the App. Upon receipt of your notice of cancelation, we will make reasonable efforts to stop delivery of the Services described in the Service Contract and its Statement of Work. Depending on the timing of your exercise of your right to cancelation, we may or may not be able to avoid your being liable to pay the Fees, or some portion thereof. Where your cancelation is delivered too late to be reasonably able to stop the Service Provider you have booked to provide Services from travel to the location for such Services, or commencement of such Services, we reserve the right to charge you a reasonable portion of the applicable Fees and you may be fully liable to the Service Provider for all Fees under the Service Contract.

2.3 Change Orders

We may provide you with a Change Order to a Service Contract or Statement of Work at any time without notice, whether because of changes requested by your, or by a Service Provide. You agree to review any Change Order immediately upon receipt. If you do not agree to modify the Services as states in a Change Order, you must notify us immediately and we may, at our sole discretion, suggest a different modification or cancel the Service Contract or Statement of Work entirely. Where you requested the changes set out in a Change Order, you will remain liable for any applicable Fees incurred before the Change Order has been communicated to the Service Provider.

2.4 Policies, Procedure, and Requirements: You agree to uphold all policies, procedures, and requirements that may be implemented by us at any time.

2.5 The Companies Responsibility: Subject to the terms and conditions of this Agreement, you acknowledge that the Service Provider that has accepted your Service Request will be responsible for performing the Services.

2.6 Safety: You agree to take every reasonable measure to guarantee the safety of you, your family, dependants of any kind, occupants, employees, in addition to the safety of any pedestrian, the Service Provider or any other third parties may interact with while you are receiving the Services.

2.7 Fees, GST, and Taxes: You agree to pay all Fees agreed upon through your submission of a job request on the App. Furthermore, you agree to pay GST, PST, and all other applicable sales or value-added taxes in addition to your agreed upon Fees.

2.8 Compliance with Applicable Laws: Your use of the App and any interactions, dealings, or service requests will in all cases be in compliance with all applicable laws, regulations, and legislation.

2.9 Honest Performance and Good Faith: You agree that you have a duty of honest performance and good faith with respect to this Agreement, Service Contracts, Statements of Work, and performance of your obligations under this Agreement, and you will not breach any such duty.  

3. GRANT OF LICENSE TO THE APP

3.1 Copywrite: The entire contents of the LiveScaper App are copyrighted, unless otherwise indicated. This includes all software, algorithms, scripts, tools, data information, trademarks, graphics, or content of any kind that is displayed or made available through the App.

3.2 Grant of License

a) This Agreement grants you limited license to use the App for its intended purpose. This does not allow you the right to sub-license any of the previously mentioned content.

b) All rights are reserved, and content may not be reproduced, downloaded, published, or transferred in any form without the direct permission of the company.

c) All rights not expressly granted in this Agreement are reserved exclusively to us.  The App is licensed, not sold, and you do not own the App, or any right, title or interest therein, other than the foregoing limited license.

d) This Agreement is for licenses and services and is not a sale of goods. You may not use the App as a service bureau, reseller, distributor, or sales agent for goods or services.

e) You acknowledge and agree that the App is subject to copyrights and other intellectual property rights, and you will not run, copy, distribute, publish, rent, display or use the App except as permitted in this Agreement.  You will not reverse engineer, decompile or otherwise attempt to discover the source code to the App.  

4. PROHIBTION AND ACCEPTABLE USE

4.1 Acceptable Use: This App will be used only for lawful purposes, as outlined and permitted in this Agreement, and in any event you will not:

a) post, upload, transmit, display, send, or otherwise make available to any other person any information or content that:

i) is illegal, fraudulent, unlawful, infringing on intellectual property rights or copyright, discriminatory, racially, sexually, ethnically, or religiously offensive, sexist, racists, defamatory, abusive, threatening, including any form of hate speech, or violates any provincial or federal laws and regulations.

ii) invades or violates the privacy of any individual, misrepresents the personality of any individual, or collects, uses, or distributes personal information in an unlawful manner.

iii) that constitutes a pyramid scheme or similar content, including solicitation to buy any good or service, make any investment, or enter a contract other than those permitted by this Agreement.

b) do anything that puts at risk the App in any way, or that interferes with the function of the App for other Customers or Service Providers.

5. JURSIDTION AND DISPUTE RESOLUTION

6.1 This Agreement will be made in British Columbia and will be governed by and in accordance with the law of the Province of British Columbia and the applicable laws of Canada, excluding any conflict of laws rules that might otherwise require the application of the laws of another jurisdiction. Regardless of your place of residence or jurisdiction in which you reside, whether permanently or temporarily, you submit to the exclusive jurisdiction of the courts of the Province of British Columbia and/or the Federal Court of British Columbia, sitting at Kelowna, British Columbia as applicable. You agree to bring no action or seek to resolve any dispute with us in any other jurisdiction, and to not seek arbitration of any such dispute without our consent, and to not commence any action against us by of class proceedings.

6. TERM AND TERMINATION

6.1 Effect: This Agreement comes into effect upon your acceptance of this Agreement. It will continue to be in-effect indefinitely unless terminated in accordance with the outlined policy below.

6.2 Termination by You: This Agreement may be terminated by you at any time through given notice via the App, text message, email, mailing address, or contact information that has been confirmed to be acceptable by us. Furthermore, all Fees and other outstanding payments must be paid by you before activating termination of this Agreement.

6.3 Termination by Us: We reserve the right to suspend or terminate this Agreement without notice and without liability to you at any time.

7. LEGAL RELATIONSHIP

7.1 Independent Contractors: You as, the Customer, and LiveScaper are both independent. Furthermore, Service Providers with LiveScaper are also independent contractors. This Agreement does not constitute, on any grounds, either of us as employees, partners, joint venturers, or agents of any kind. Neither you, nor Service Providers, have the authority to act as our agent or contract on our behalf.

8. IDEMNITY

8.1 Obligation to Indemnify: You agree to defend, indemnify, and hold harmless LiveScaper and any employees, directors, officers, agents, and investors against all direct or indirect claims, actions, suits, demands, causes of action, proceedings, judgements, losses, or damages of any kind arising from:

a) Any claim arising from your negligence, breach of contract, misconduct, criminal, illegal, or unlawful conduct.

b) Any breach of this Agreement by you.

c) Any claim against us by a Service Provider or any other third party.

8.2 Application of Insurance: The foregoing indemnity shall apply regardless of whether you have obtained insurance coverage, or otherwise have, or do not have, insurance coverage.

9.DISCLAIMERS AND LIMITATIONS

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INJURY, DEATH, OR TO PROPERTY, INCLUDING REAL PROPERTY AND PERSONAL PROPERTY, CHATTELS AND INTANGIBLE PROPERTY, ECONOMIC LOSS, LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR EQUIPMENT FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING FROM THIS AGREEMENT,  THE SERVICES, ANY STATEMENT OF WORK, THE ACTIONS, ERRORS OR OMISSIONS OF ANY SERVICE PROVIDER, OR ANY CHANGE ORDER.  UNDER NO CIRCUMSTANCES SHALL OUR TOTAL LIABILITY UNDER THIS AGREEMENT OR ANY STATEMENT OF WORK, OR ANY CHANGE ORDER OR OTHERWISE EXCEED THE TOTAL OF ALL FEES ACTUALLY PAID BY YOU TO US UNDER STATEMENTS OF WORK APPLICABLE TO YOU DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIMS. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE APP AND THE WEBSITE, ALL SERVICES, ALL STATEMENTS OF WORK, AND CHANGE ORDERS ARE PROVIDED STRICTLY "AS IS", "WHERE IS" AND "AS AVAILABLE". WE MAKE NO REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION.

10. GENERAL TERMS

10.1 Entire Agreement: This Agreement, and any other documents required to be delivered pursuant to this Agreement, including any applicable Statements of Work and Change Orders, and our Privacy Policy constitute the entire agreement between you and us, and set out all of the covenants, promises, warranties, representations, conditions and agreements between you and us with respect to the rights granted and obligations assumed herein and therein and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise. There are no covenants, promises, warranties, representations, conditions or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral, between you and us in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.  In the event of any conflict or inconsistency between this Agreement and any Statement of Work, Change Order, or other document required to be delivered pursuant to this Agreement, the terms and conditions of this Agreement will prevail and take priority to full extent of any such conflict or inconsistency.

10.2 Waiver: No waiver by us of your performance, or any default in your performance of any provision, condition or requirement herein shall be a waiver of, or in any manner release you from performance of, such provision, condition or requirement unless such waiver is executed in writing by us, and such waiver shall not be, and shall not be considered to be, a waiver of any other default or provision, condition or requirement herein, nor shall any such waiver be a waiver of, or in any manner a release of, you from future performance of such provision, condition or requirement, unless it expressly so states.  Any delay in exercising or failure to exercise any right, remedy, power or privilege hereunder on our part shall not operate as a waiver thereof nor impair the exercise of any such right, remedy, power or privilege or any other right, remedy, power or privilege accruing to us thereafter. Our failure to perform our obligations hereunder shall not release you from the performance of your obligations.

10.3 Severance: Every provision outlined in this Agreement is meant to be severable. If any provision, person, entity, or circumstance is found to be illegal, invalid, or unenforceable the remainder of this Agreement, and its application, to any person, entity, or circumstance shall not be affected.

10.4 Amendment: No change, modification, or amendment to this Agreement made without our consent is binding. All changes, modifications, or amendments made to this Agreement must be written and executed by us.

10.5 Assignment: This Agreement is binding only to you. You are not permitted to transfer or assign this Agreement, and the obligations and benefits outlined by the Agreement, to another party. Any assignment or transfer by you will be void.