TERMS OF SERVICE FOR VENDORS

Welcome to Tidyfrog, a technology service ("Service") that enables to service providers to run their business operations and to participate in the Tidyfrog consumer marketplace operated by UrbanCare ("UrbanCare" or "we" or "us"). This page explains the terms by which you may use our Service as a service provider, including but not limited to our interactive and/or mobile service, web sites, and software (collectively "Platform"). For the Tidyfrog Consumer terms of service you can visit our website www.tidyfrog.com ("website").

The Platform is owned and operated by UrbanCare, a Partnership Firm incorporated under the Partnership Act, 1982.

This Agreement applies to service providers who access the Service ("Service Pros").

ACKNOWLEDGEMENT & ACCEPTANCE

By accessing or using the Service, you agree to be bound by this Terms of Service Agreement ("TOS" or "Agreement"). You acknowledge that the Platform serves as a venue for the online distribution and publication of user submitted information between Service Pros and Users, and, by using, visiting, registering for, and/or otherwise participating in this Platform, including the Services presented, promoted, and displayed on the Platform, and by clicking on "I have read and agree to the terms of use," you hereby certify that:

If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Platform. If you do not agree to any of the provisions set forth in the TOS, kindly discontinue viewing or participating in this Platform immediately. All references to "you" or "your," as applicable, mean the service providers that accesses, uses, and/or participates in the Platform in any manner. If you access the Platform as a service provider or open an Account on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the TOS will be deemed an acceptance by that business and "you" and "your" herein shall refer to that business.

You acknowledge and agree that UrbanCare may amend this Agreement at any time by posting a revised version of this Agreement on the Platform or by notifying the Service Pros or Users/Consumers directly in UrbanCare's sole discretion. Your continued use of the Platform after any changes are made to this Agreement shall constitute your consent to such changes. UrbanCare may inform the Service Pros about the change in this Agreement. Notwithstanding this UrbanCare does not and will not assume any obligation to notify Service Pros of any changes to this Agreement, or the creation or modification of any additional terms. You are responsible for remaining knowledgeable about the Terms of the Agreement. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Platform.

USE RESTRICTIONS

Use of the Service is permitted only by organizations / entities / individuals that can form legally binding contracts under applicable Law. If you do not qualify, do not use the Service. You may not use our service for copy of content of the Platform without prior written consent of UrbanCare, or any unlawful purposes or in furtherance of illegal activities or which have an impact on the credibility of other users of the Platform.

INFORMATION YOU PROVIDE AS A SERVICE PROS

Business Profile

UrbanCare requires the Service Pros to complete a profile ("Business Profile"). UrbanCare does not review or verify the information or representations set forth in those Business Profiles. Service Pros are required to warrant that the information they submit is true, complete, accurate and current.

Licenses

Service Pros are requested to post licensing information in their Business Profile, a list of which would be provided at the time of registration of the Service Pros by UrbanCare. Different jurisdictions/States may require State and/or local level licensing for certain services, work, and/or project, which the Service Pros undertakes to provide a valid copy of each of these licenses and/or approvals. The Service Pros would undertake valid police verification of its professionals/employees and provide a copy of the same to UrbanCare. However, this does not restrict UrbanCare from undertaking an independent verification or obtaining police verification of any of the Service Pros and/or their representatives. Service Pros are required to warrant that the information they submit is true, complete, accurate and current.

Insurance and Bonding

Service Pros may post information and documents concerning insurance policies and/or bonds covering their operations. While UrbanCare does not verify this information, Service Pros are required to warrant that the information they submit is complete, accurate and current.

Service Pricing Data

Service pricing data entered by the Service Pros shall remain the property of the Service Pros. However, UrbanCare will disseminate this information on its Platform for the benefit of the Consumers/Users. UrbanCare in no way undertakes that this information would not be accessed or used by any other service provider or vendor.

Company Logo

Service Pros grant UrbanCare the right and permission to use their logo on UrbanCare marketing initiatives and the Platform without payment of any fees/charges/royalties/income.

Feedback

n the event that you provide UrbanCare with any feedback regarding the UrbanCare Service, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the service or the Service ("Feedback"), you hereby assign to UrbanCare all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate. As a participant in the Platform, you agree to use careful, prudent, and good judgment when leaving Feedback for another user. If you post any Feedback which violates the TOS, or violates any provisions of applicable law or is not one that would be exercised by a person of prudent mind, UrbanCare, in its sole discretion, may take any of the following actions:

In the event of any dispute between users of the Platform concerning Feedback, UrbanCare shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE PLATFORM CONCERNING FEEDBACK, URBANCARE HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFROM.

You may contact UrbanCare regarding any inappropriate use of Feedback via-email at service@tidyfrog.com.

Login information

You need not register with UrbanCare to simply visit and view the Platform, but to access and participate in certain features of the Platform, you will need to create a password-protected account ("Account"). To create an account, you must submit your name and email address through the account registration page on the Platform and create a password. You will also have the ability to provide additional optional information, which is not required to register for an account but may be helpful to UrbanCare in providing you with a more customized experience when using the Platform. You may also register for an Account using your existing Facebook account and log-in credentials (your "Third-Party Site Password"). You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify UrbanCare immediately of any unauthorized use of your account.

PAYMENT PROCESSING TERMS FOR SERVICE PROS

Underwriting

We will review some or all of the information that you submit in connection with your request to sign up for the Service. We may forward such information on to our payments processor. After you submit your application, we or our processor may conclude that you will not be permitted to use the Service.

Transaction Limits

We may impose various transaction limits and rules on Service Pros. If you believe that the transaction limits are interfering with your business, please contact our support to request higher limits. We may require more information about your business to evaluate your request and will decide at our sole discretion whether to honor such requests. We will consider a variety of factors in making this decision, including but not limited to a proprietary set of rules, Chargeback rates, transaction behavior, and other supplemental data about your business.

Payment Processing Fees

You agree to pay a payment processing fee charged by the processor in addition to our Platform fee. We reserve the right to change our fees.

Access to Your Funds

We will deposit to your bank account the amounts actually received by us for transactions submitted through the Service (less any applicable Fees). We reserve the right to revise our payout schedule. Once your Indian bank account information is verified, we will automatically initiate a payout to your designated bank account within seven (7) days after the day of receipt/collection of service charges from the Users, except as provided below. Payouts to your bank account will normally register within 2-3 business days subject to your bank's policies.

Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we or the designated financial institutions have accepted the transaction or funds. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. You must notify us of any errors in payments made to you within sixty (60) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error will be deemed a waiver of any right to amounts owed to you.

Restrictions on Availability of Funds

Should we need to conduct an investigation or resolve any suspicious activity or pending dispute related to Service Pros account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

Chargebacks / Refunds

he amount of a transaction may be reversed or charged back to your bank account (a "Chargeback") if the transaction

Any fees/charges levied by the processor or bank for such Chargeback shall be borne by You regardless of the outcome of the dispute.

Contesting Chargebacks

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service/Platform. To that end, you permit us to share information about a Chargeback with the payer, the payer's financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to Service Pros account. If a Chargeback dispute is not resolved in your favor by the Association or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

Our Collection Rights for Chargebacks

For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve (defined below). We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by the Card Association or our processor from your bank account (including without limitation any Reserve), any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts to your bank account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that

If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all Service Pros account deficit balances unpaid by you.

Excessive Chargebacks

If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Service Pros account, including without limitation, by

Reserve

If we have reasonable suspicion of misuse, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in a separate reserve account (a "Reserve") to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks or refunds, or other indications of performance problems related to your use of the Service. The Reserve will be in an amount as reasonably determined by us to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in our favor, or otherwise as we or our processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Service Pros account, including but not limited to any funds (a) due to you under this Agreement or (b) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your bank account.

Taxes

You understand that we are acting solely as an intermediary for the collection of rents and fees between a User and a Service Pros who choose to enter into an Agreement for Service. Because state and local tax laws vary significantly by locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors, and that we cannot and do not offer tax advice to either hosts or guests. Further, you understand that UrbanCare shall not be responsible or liable in any manner in relation to tax liability of a User or a Service Pros. UrbanCare would where require levy appropriate taxes (like service tax, etc) and withhold taxes as may be required under the applicable laws before remitting the amount to your bank account.

Customer Service

You are solely responsible for all customer service issues relating to your services, including pricing, fulfillment, cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to your account.

Account History

We provide you an online transaction history of all of your authorized transactions. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Service Pros account and your use of the Service and (b) reconciling all transactional information that is associated with your Service Pros account.

Processing Errors

We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the correct amount to which you were entitled, we will credit your bank account for the difference. If the error results in your receipt of more than the correct amount to which you were entitled, we will debit the extra funds from your bank account. We will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

TIDYFROG CONSUMER BOOKING APP

Tidyfrog offers a consumer booking app (the "Booking App"). All Service Pros participating in the Booking App and the website are required to follow a code of conduct to create a thriving ecosystem of satisfied customers that will help grow your business.

Stay on Platform: If you receive a job request or a message through the Tidyfrog Booking App/Platform, you are expected to complete the job through the app/Platform. It's important for a customer to have a consistent experience with notification, work, and billing.

Be Responsive: Your customers expect prompt communication, do your best to get back to them within 20 minutes. Book customers quickly and follow the process till complete.

Get Approval: Provide your customers with up-front estimates for work you're qualified to do before you start the job. Get customer approval for any additional charges before closing out.

Set Expectations: Always inform the customer or an appropriate intimation process "On my way" button, when heading to a job. Show up to your scheduled jobs on time or notify your customer in advance if you need to reschedule.

Be Yourself: You were requested, so you're expected to be the person showing up and doing the work. If you're sending someone on your behalf, use the dispatch functionality built-in to the app.

Be Professional: Use UrbanCare's messaging for business only. We reserve the right to read through messages if a customer reports abuse.

Follow Through: Complete every job to the best of your ability as your action may impact other Service Pros business on the Platform. If you receive a negative review from a customer, you are responsible for correction or reimbursement. You accept and acknowledge that UrbanCare on your behalf can agree for reimbursement, free service or corrective steps to ensure best client satisfaction. You would in such a case agree to reimburse or waive the amount that you have charged or would charge to the Consumer or provide additional service free of cost.

Promote Other Service Pros: If you can't perform a request, recommend another UrbanCare Service Pros in your place.

Be the Best: Provide quality work for every customer - they will rate you accordingly. UrbanCare reserves the right to remove you from the Platform for failing to adhere to the code.

Profiles and Offers: Subject to any exceptions set forth in these TOS or Additional Policies, if any, Service

Promote a fair playing field: Subject to any exceptions set forth in these TOS or Additional Policies, if any,

BOOKING APP/PLATFORM PARTICIPATION

Referral Fees

UrbanCare charges a referral fee for each job that is completed by you for a Consumer linked to you through the Platform. The rates for this fee shall be disclosed upfront and agreed separately.

Payment mode

By participating in the Booking App/Platform, a Service Pros agrees to pay a Referral Fee that shall be automatically deducted from any monies earned from a job. However, where the mode of payment elected by a Consumer is cash or cheque drawn in favor of the Service Pros or till such time a payment gateway linked to UrbanCare is established, the Service Pros would pay the Referral Fees to UrbanCare. The Fees shall be paid by you to the account of UrbanCare on the first Monday of the week following your providing of service. Where the first Monday of the following week is a holiday you would make the payment on the next working day. A Service Pros also acknowledges and consents that by participating in the Platform, their customers will receive communications via text and email about upcoming jobs. These communications will include a link to the Platform.

Discounted Referral Fee for a Service Pro's Existing Customers

Service Pros will pay a discounted referral fee for consumers that were previously existing consumer of Service Pros. To be properly credited for this, the consumer must be linked to the Service Pros prior to the origination of a job. To link to a Service Pros, one of the following must occur: 1) the consumer must enter a Service Professional's "app code" in the Tidyfrog consumer app / Platform before booking a job or having a job booked on their behalf by the Service Pros, or 2) the consumer must register with UrbanCare by clicking the link in the text or email that is sent by UrbanCare as part of a job workflow which is already initiated by the said Service Pros. However, this may not be applicable where the consumer is a consumer of any group or associate of the Service Pros and not that of the Service Pros.

Techniques to avoid or circumvent Referral Fees

Subject to any exceptions set forth in these TOS or Additional Policies, if any, Service Pros shall not:

In case we realize that any Service Pros is involved in any of the above activities, UrbanCare holds the sole discretion to blacklist the Service Pros and withhold any outstanding credits or payments to the Service Pros.

RELATIONSHIP BETWEEN URBANCARE AND SERVICE PROS

UrbanCare and Service Pros are separate entities and the employee of one of those entities is not an employee of another entity. UrbanCare is not an agent of Service Pros and vice versa. UrbanCare provides only a referral service to Service Pros. In no event will UrbanCare be considered a general contractor, construction manager, project manager, joint employer, joint venturer, or partner of Service Pros or any of its affiliates or their respective personnel.

ADVERTISEMENT

Aspects of the Platform may be supported by advertising revenue. As such, UrbanCare may display advertisements and promotions on the service. The manner, mode and extent of advertising by UrbanCare on the Platform are subject to change and the appearance of advertisements on the Platform does not necessarily imply endorsement by UrbanCare of any advertised products or services. You agree that UrbanCare shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Platform.

INTERACTIONS AND DISPUTES

No Warranty or Endorsement of Service Pros Services

URBANCARE DOES NOT ENDORSE OR RECOMMEND THE SERVICES OF ANY PARTICULAR SERVICE PROS. THE DECISION TO ENTER INTO AN AGREEMENT FOR WORK BELONGS ENTIRELY TO THE CONSUMER. URBANCARE DOES NOT WARRANT THE SERVICE PROS PERFORMANCE ON THE JOB OR THE QUALITY OF GOODS, MATERIALS, EQUIPMENT OR SERVICES FURNISHED BY SERVICE PROS. URBANCARE DOES NOT CONTRACT FOR OR PERFORM, AND IS NOT RESPONSIBLE FOR, ANY OF THE SERVICES REQUESTED BY THE CONSUMER IN THE SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. URBANCARE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY SERVICE PROS OR THE SERVICE PROFESSIONAL'S ABILITY TO PROVIDE A SERVICE COMPLIANT WITH THE CONSUMER'S SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE THAT URBANCARE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY OF SERVICES RENDERED BY ANY SERVICE PROVIDER.

Each User hereby acknowledges and agrees that UrbanCare is NOT a party to any oral or written Agreement for Service, Negotiation Worksheet, or any contract entered into between Users in connection with any Service offered, directly or indirectly, through the Platform. Each User acknowledges, agrees and understands that UrbanCare only seeks to provide a platform wherein the User and Service Pros can be brought together and UrbanCare itself has not role in the execution or provision of Services.

Relationship between Service Pros and Consumers

THE SERVICE PROS IS SOLELY RESPONSIBLE FOR ITS INTERACTIONS WITH CONSUMERS. CONSUMER'S RIGHTS UNDER CONTRACTS YOU ENTER INTO WITH SERVICE PROS ARE GOVERNED BY THE TERMS OF SUCH CONTRACTS AND BY APPLICABLE LAWS. SHOULD YOU HAVE A DISPUTE WITH ANY SERVICE PROS, YOU SHOULD ADDRESS SUCH DISPUTE WITH THE SERVICE PROS DIRECTLY, SUBJECT OTHERWISE EXPRESSLY PROVIDED HEREIN. URBANCARE IS NOT A PARTY OR THIRD-PARTY BENEFICIARY TO THE CONTRACTS BETWEEN CONSUMERS AND SERVICE PROS.

NO WARRANTIES

URBANCARE MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT ON OR SERVICES OF THIS SERVICE FOR ANY PURPOSE. URBANCARE DOES NOT PROMISE THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE OF THE SERVICE OR ANY CONTENT, SEARCH OR LINK ON IT. THE SERVICE AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. URBANCARE SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THIS SERVICE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THIS SERVICE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH USING THE PLATFORM. URBANCARE SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. URBANCARE MAKES NO GUARANTEES OF ANY SPECIFIC RESULT FROM USE OF THIS SERVICE. YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL URBANCARE, ITS OFFICERS, DIRECTORS, AFFILIATES, PARENT COMPANIES, EMPLOYEES AND/OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, GENERAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO (1) THE USE OF, CONTENT IN, DELAY OR INABLITY TO USE, OR OTHERWISE ARISING IN CONNECTION WITH THIS PLATFORM/SERVICE, (2) THE CONDUCT OF A USER, SERVICE PROS OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE/PLATFORM, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. URBANCARE IS NOT LIABLE FOR ANY LOST DATA RESULTING FROM THE OPERATION OF THE SERVICE/PLATFORM OR THE ENFORCEMENT OF THE TERMS. URBANCARE EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, URBANCARE USERS, ADVERTISERS AND/OR SPONSORS ON THE SERVICE, IN CONNECTION WITH THE SERVICE OR OTHERWISE RELATED TO YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF URBANCARE, OR ANY OF THE ABOVE-REFERENCED RESPECTIVE PARTIES, ARISING FROM OR RELATING TO THE PLATFORM, AND/OR SUBMITTED CONTENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO

URBANCARE BY YOU HEREUNDER.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT URBANCARE SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR SERVICE PROVIDER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT URBANCARE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN WEBSITE USERS ENTERED INTO INDEPENDENTLY OF THE PLATFORM. THE PLATFORM MAY CONTAIN LINKS TO THIRD-PARTY PLATFORM THAT ARE NOT OWNED OR CONTROLLED BY URBANCARE. URBANCARE DOES NOT HAVE ANY CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY PLATFORM. IN ADDITION, URBANCARE WILL NOT AND CANNOT CENSOR OR EDIT THE CONTENT OF ANY THIRD-PARTY SITE. BY USING THE PLATFORM, YOU EXPRESSLY RELIEVE URBANCARE FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRDPARTY PLATFORM. ACCORDINGLY, PLEASE BE ADVISED TO READ THE TERMS AND CONDITIONS AND PRIVACY POLICY OF EACH THIRD-PARTY PLATFORM THAT YOU VISIT, INCLUDING THOSE DIRECTED BY THE LINKS CONTAINED ON THE PLATFORM.

INDEMNIFICATION AND RELEASE

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS URBANCARE, AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROS, SUPPLIERS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN THE PLATFORM/SERVICE; YOUR VIOLATION OF ANY PROVISION OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF SERVICE AND YOUR USE OF THE PLATFORM. IF YOU HAVE A DISPUTE WITH ONE OR MORE PLATFORM USERS, IN EXCHANGE FOR THE REFERRAL SERVICE PROVIDED BY URBANCARE AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED, YOU FOREVER RELEASE URBANCARE (AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROS, SUPPLIERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM AND/OR ANY SUBMITTED CONTENT.

THE TERMS OF USE, AND ANY RIGHTS AND LICENSES GRANTED HEREUNDER, MAY NOT BE TRANSFERRED OR ASSIGNED BY YOU, BUT MAY BE ASSIGNED BY URBANCARE WITHOUT RESTRICTION.

YOUR OWNERSHIP RIGHTS AND LICENSE TO URBANCARE

You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to UrbanCare for posting on the Website, you hereby grant, and you represent and warrant that you have the right to grant, to UrbanCare a perpetual, worldwide, non-exclusive, royalty-free, sublicense able and transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the Platform and UrbanCare's (and its successor's) business operations, including without limitation, for the promotion and redistribution of any part or all of the Platform, and any derivative works thereof, in any media formats and through any media channels. You also hereby grant each user of the Platform a non-exclusive license to access your Submitted Content through the Platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted Content as permitted through the functionality of the Platform and under these TOS. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Platform.

You acknowledge and understand that the technical processing and transmission of the Platform, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You may remove your Submitted Content from the Platform at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire.

INTELLECTUAL PROPERTY RIGHTS

Urbancare owns or holds the licenses to all data and marks on the platform The content on the Platform (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by UrbanCare. Other trademarks, names and logos on this Website are the property of their respective owners. Data on the Platform is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. UrbanCare reserves all rights not expressly granted in and to the Platform and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the Platform for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the Platform or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Platform or the Data therein.

The information of a User collected by UrbanCare through the process of its providing the service is also the property of UrbanCare and you would not dispute the use of such information by UrbanCare for its business and to be used by any other service professional through the Platform. Urbancare's license to you for the use of Data and marks

The Platform contains UrbanCare's Data and Marks, which are, or may become, protected by copyright, trademark, patent, trade secret and other laws, and UrbanCare owns and retains all rights in the UrbanCare Data and Marks. Subject to these TOS, UrbanCare hereby grants you a limited, revocable, nontransferable, non-sublicensable license to reproduce and display the UrbanCare Data (excluding any software source code) solely for your personal use in connection with accessing and participating in the Platform.

The Platform may also contain Data of other users or licensors, which you shall not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell.

BLOCKING OF IP ADDRESSES AND UDIDS

In order to protect the integrity of the Service/Platform, UrbanCare reserves the right at any time in its sole discretion to block Users from certain IP addresses and UDIDs from accessing the Service.

SECURITY

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide such information at your own risk.

TERMINATION OF ACCOUNT

This Agreement will remain in full force and effect while you use the Service. You may terminate your account at any time, for any reason. To cancel an account, please send an email to service@tidyfrog.com. If you terminate your account, your account will be disabled within 14 days. UrbanCare may terminate your account or this Agreement at any time, with or without cause, by sending notice to you at the email address you provide in your account registration, or such other email address as you may later provide to UrbanCare. All decisions regarding the termination of accounts shall be made in the sole discretion of UrbanCare. UrbanCare is not required to provide you notice prior to terminating your account. UrbanCare is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your account is terminated, this Agreement will remain in effect. If you are due a refund for canceling your paid Pro account, a refund will be issued to you within 14 days of request to cancel.

DISPUTE RESOLUTION

If a dispute arises between you and UrbanCare, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and UrbanCare hereby agree that we will resolve any claim or controversy at law and equity that arises out of the TOS or the Platform in accordance with this Section or as we and you otherwise agree in writing. Before resorting to the filing of a formal lawsuit, we strongly encourage you to first contact us directly to seek a resolution via e-mail at support@tidyfrog.com. The dispute shall be resolved through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

GOVERNING LAW

The Terms of Use shall be governed in all respects by the laws of India and any legal proceeding arising out of this Agreement will occur exclusively in the courts located in New Delhi, India.

NO THIRD PARTY BENEFICIARIES

Except as otherwise set forth expressly herein, nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than UrbanCare and the Consumer, any benefit, right or remedy.

ENTIRE TERMS OF SERVICE

The TOS, together with the Privacy Policy and any other legal notices or Additional Policies published by UrbanCare on the Platform, shall constitute the entire agreement between you and UrbanCare concerning the Platform. If any provision of the TOS is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the TOS, which shall remain in full force and effect.

No waiver of any provision of this these TOS shall be deemed a further or continuing waiver of such term or any other term, and UrbanCare's failure to assert any right or provision under these TOS shall not constitute a waiver of such right or provision.

NOTICE

You agree that UrbanClap may provide you with notices, including those regarding changes to the TOS, by email, regular mail, or postings on the Website.

STATUTE OF LIMITATIONS

You agree that any cause of action arising out of or related to the Platform must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

SECTION HEADINGS

The section headings in the TOS are for convenience only and have no legal or contractual effect.

SURVIVAL

The following provisions shall survive termination of the Agreement: Intellectual Property Rights, Booking App/Platform participation, Notice, No Warranty or Endorsement, Interactions and Disputes, Release, No Warranties, Limitations of Liability, Disclaimers, Jurisdiction and Choice of Law, Dispute Resolution, Indemnification, No Third Party Beneficiaries and Survival.

This TOS is effective as of September 20, 2015.