Terms of Service

Updated: February 15, 2020

Please read these Terms of Service (“Terms”) and our Privacy Policy carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Sidekick Platform, you agree to comply with and be bound by these Terms. If you do not agree with any part of these Terms of Service or the Privacy Policy, you are not permitted to use the Service.

These Terms constitute a legally binding agreement ("Agreement") between you and Sidekick (as defined below) governing your access to and use of the Sidekick website, including any subdomains thereof, and any other websites through which Sidekick makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Sidekick Services"). The Site, Application and Sidekick Services together are hereinafter collectively referred to as the “Sidekick Platform”. Sidekick may change this Agreement at any time through updates that become effective upon posting on the Service or Software. Your use of the Service or Software after such posting will constitute your acceptance of and agreement to such changes. Therefore, you should frequently review these Terms of Service and the Privacy Policy to see if they have been changed.

In order to be eligible to use the Sidekick Platform, you must meet these requirements: you must be at least 18 years old, you must not be a convicted felon, you must not at any point have been a registered sex offender, and you must not have been banned from the service for violating Sidekick’s terms previously.

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL “911” IMMEDIATELY.

Independent Sidekicks and Clients

The Service and Software provide a platform to connect individuals seeking to obtain certain services (“Clients”) and independent contractors seeking to provide such services (“Sidekicks”). Both Clients and Sidekicks are “Users” of the Service and Software. Sidekick only provides a platform for enabling connections between Users through use of the Service and Software. Sidekick does not provide services to Clients, but Sidekick enables Sidekicks, which are independent contractors, to provide services to Clients. Neither Sidekick, nor any of its subsidiaries or affiliates, assumes any responsibility for any of the acts or omissions of any Sidekicks or Client, such as property damage or bodily injury that may result in connection with the services a Sidekicks may perform for a Client. Sidekick does not endorse any products or recommendations by Sidekicks communicated with you. You acknowledge that your reliance on any Sidekicks or information provided by the Sidekicks via the Service is solely at your own risk and you assume full responsibility for all risk associated herewith. Limitation of Liability

YOU AGREE NOT TO HOLD Sidekick, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE AGENTS, EMPLOYEES, INDEPENDENT CONTRACTORS, ATTORNEYS, OFFICERS, DIRECTORS, PARTNERS, OR INVESTORS (COLLECTIVELY, “Sidekick PARTIES”) LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE OR SOFTWARE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT, OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, VEHICLE ACCIDENTS, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY Sidekick PARTIES, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL Sidekick PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS LEGALLY DETERMINED THAT ANY Sidekick PARTY IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO Sidekick IN CONNECTION WITH THE USE OF THE SERVICES OR THE SOFTWARE IN ANY 1-MONTH PERIOD BEFORE THE FILING OF THE CLAIM GIVING RISE TO SUCH DAMAGES. Sidekick, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, OR INVESTORS (COLLECTIVELY, THE “Sidekick PARTIES”) ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.

If you are a California resident, you waive to the maximum extent permitted by law California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Disclaimer of Warranties

USE OF THE SERVICE AND SOFTWARE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE Sidekick PARTIES DO NOT WARRANT: (1) THE UNINTERRUPTED AVAILABILITY OR RELIABILITY OF THE SERVICE OR SOFTWARE; (2) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR SOFTWARE; (3) THE TIMELINESS, ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT AVAILABLE THROUGH THE SERVICE OR SOFTWARE; OR (4) THAT THE SERVICE OR SOFTWARE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. THE Sidekick PARTIES CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED, OR USED BY OTHERS.

Indemnification

You hereby agree to indemnify, defend, and hold harmless the Sidekick Parties from and against any claim, loss, expense, or demand of liability, including attorneys’ fees and costs incurred, in connection with your use or inability to use the Service or the Software. Sidekick reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. Account, Password, and Security

You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Sidekick for accessing the Service. You are solely and fully responsible for all activities that occur under your password or account. Sidekick expressly disclaims any liability from misuse of your account. Should you suspect that any unauthorized party may be using your password or account or you suspect any ach of security, contact Sidekick immediately.

Links to Other Websites

Links (such as hyperlinks) from Sidekick to other sites on the Web do not constitute the endorsement by Sidekick of those sites or their content. Such links are provided for reference and convenience only. Sidekick does not control any such other sites, and is not responsible for their content. The existence of links on the Site or Service to such other sites (including without limitation external websites that are framed by the Sidekick Service or Software as well as any advertisements displayed in connection therewith) does not mean that Sidekick endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites. The use of any site controlled, owned, or operated by parties other than Sidekick is governed by the terms and conditions of use and privacy policies for those websites, and not by Sidekick’s Terms of Use or Privacy Policy. You access such third-party sites at your own risk. Sidekick expressly disclaims any liability arising in connection with your use or access to any sites or other material associated with links that may appear on the Service or Software. You hereby agree to hold Sidekick harmless from any liability that may result from the use of links that may appear on the Service.

User Representations and Warranties

By using the Service or Software, you expressly represent and warrant that you are legally entitled to enter this Agreement. If you reside in a jurisdiction which restricts the use of the Services because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Service and Software. Without limiting the foregoing, the Service and Software are not for use by children (persons under the age of 18). By using the Service or Software, you represent and warrant that you are at least 18 years old and that you have the right, authority, and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. When using the Service or Software you agree to comply with all applicable laws in the country, state, and municipality in which you reside or are present while using the Service or Software. You may only access the Service or Software using authorized means. It is your responsibility to ensure you download the correct Software for your device. Sidekick is not liable if you do not have a compatible device or if you have downloaded the wrong version of the Software for your device. Sidekick reserves the right to terminate or temporarily block your account or access to the Service or Software should you use an incompatible or unauthorized device. By using the Services or Software, you also agree that:

You will only use the Service or Software for lawful purposes. You will not use the Service or Software to cause nuisance, annoyance, or inconvenience. You will not upload any nude or sexually suggestive photographs onto the Sidekick Platform. You will not impair the proper operation of Sidekick’s network. You will not try to harm the Service or Software in any way whatsoever. You will not copy, use, or distribute the Software or other content without express, written permission from Sidekick. You will only use the Software for your own use and will not resell it to a third party. You will keep secure and confidential your account password or any identification we provide you which allows access to the Service. You will provide us with whatever proof of identity we my reasonably request. You will only upload information and content to the Service or the Software that does not infringe the intellectual property rights of any third party. You will only use the Service and the Software on devices and from access points which you are authorized to use.

License Grant & Restrictions

Subject to your compliance with these Terms of Use and your payment of any applicable fees, Sidekick hereby grants you a limited, non-exclusive, non-transferable, non-licensable right to use the Service and Software, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Sidekick and its licensors. You shall not (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Service or the Software in any way; (2) modify or make derivative works based upon the Service or the Software; (3) reverse engineer or access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or Software, or (c) copy any ideas, features, functions or graphics of the Service or Software, or (4) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or Software and/or to aggregate, repurpose, republish or otherwise make use of any content. You may use the Service and Software only for lawful purposes and shall not: (1) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (3) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (4) interfere with or disrupt the integrity or performance of the Software or Service or the data contained therein; or (5) attempt to gain unauthorized access to the Software or Service or its related systems or networks.

Payment Terms and Fees

Sidekick provides payments services to Sidekicks and Clients, including payment collection services, payments and payouts, in connection with and through the Sidekick Platform.

Key Definitions:

“Payout” means a payment initiated by Sidekick to a user for services (such as service fees) performed in connection with the Sidekick Platform. “Payment Method” means a financial instrument that you have added to your Sidekick Account, such as a credit card or debit card or bank account. “Payout Method” means a financial instrument that you have added to your Sidekick Account, such as a direct deposit, a prepaid card, or a debit card (where available). When you add a Payment Method or Payout Method to your Sidekick Account, you will be asked to provide customary billing information such as name, billing address, and financial instrument information either to Sidekick or its third-party payment processor(s). You must provide accurate, current, and complete information when adding a Payment Method or Payout Method, and it is your obligation to keep your Payment Method and Payout Method up-to-date at all times. The information required for Payout Methods will depend on the particular Payout Method and may include your residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number and account information associated with a particular payment processor.

Please note that Payment Methods and Payout Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Sidekick is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method or Payout Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review these terms and conditions before using your Payment Method or Payout Method. You authorize Sidekick to store your Payment Method information and charge your Payment Method as outlined in these Payments Terms. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your Sidekick Account. You are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. Sidekick is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you. Generally speaking, Sidekick will collect the Total Fees from a Client at the time the booking request is accepted by the Sidekick, or at any other time mutually agreed between the Client and Sidekick. You authorize Sidekick to charge your Payment Method the Total Fees for any request in connection with your Sidekick Account. Sidekick will collect the Total Fees in the manner agreed between you and Sidekick via the Sidekick Platform. Sidekick will generally collect the Total Fees after the Sidekick accepts your booking request. If a requested booking is cancelled either because it is not accepted by the Sidekick or you cancel the booking request before it is accepted by the Sidekick, any amounts collected by Sidekick will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules. Each User collecting payment for services provided via the Sidekick Platform (“Providing User”) hereby appoints Sidekick as the Providing User’s payment collection agent solely for the limited purpose of accepting funds from Users purchasing such services (“Purchasing Users”). Each Providing User agrees that payment made by a Purchasing User through Sidekick, shall be considered the same as a payment made directly to the Providing User, and the Providing User will provide the purchased services to the Purchasing User in the agreed-upon manner as if the Providing User has received the payment directly from the Purchasing User. Each Providing User agrees that Sidekick may refund the Purchasing User in accordance with the Sidekick Terms. Each Providing User understands that Sidekick’s obligation to pay the Providing User is subject to and conditional upon successful receipt of the associated payments from Purchasing Users. In accepting appointment as the limited payment collection agent of the Providing User, Sidekick assumes no liability for any acts or omissions of the Providing User. Each Purchasing User acknowledges and agrees that, notwithstanding the fact that Sidekick is not a party to the agreement between you and the Providing User, Sidekick acts as the Providing User’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Providing User. Upon your payment of the funds to Sidekick, your payment obligation to the Providing User for the agreed upon amount is extinguished, and Sidekick is responsible for remitting the funds to the Providing User in the manner described in these terms, which constitute Sidekick’s agreement with the Purchasing User. Cancelation Policy

If a requested booking is cancelled either because it is not accepted by the Sidekick or you cancel the booking request before it is accepted by the Sidekick, any amounts collected by Sidekick will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system (e.g., Visa, MasterCard, etc.) rules.

Fees

Sidekick may charge fees for use of certain Payment Services and any applicable fees will be disclosed to Users via the Sidekick Platform.

Payment Authorizations

You authorize Sidekick to collect from you amounts due pursuant to these terms of service. Specifically, you authorize Sidekick to collect from you:

Any amount due to Sidekick (e.g., as a result of your bookings, booking modifications, cancellations, or other actions as a Sidekick, Client, or user of the Sidekick Platform), including reimbursement for costs prepaid by Sidekick on your behalf, by charging any Payment Method on file in your Sidekick Account (unless you have previously removed the authorization to charge such Payment Method(s)) or by withholding such amounts from your future Payouts. Any funds collected by Sidekick will setoff the amount owed by you to Sidekick and extinguish your obligation to Sidekick.

Any amount due to a Providing User from a Purchasing User which Sidekick collects as the Providing User’s payment collection agent as further set out above.

Taxes, where applicable.

Any amount you pay through Sidekick may be done so by charging the Payment Method associated with the relevant booking, or any other Payment Method on file in your Sidekick Account (unless you have previously removed the authorization to charge such Payment Method(s)), or by withholding the amount from your future Payouts. Any Service Fees or cancellation fees imposed pursuant to the Terms of Service (e.g., if, as a Client, you cancel a confirmed booking). Sidekick will be entitled to recover the amount of any such fees from you, including by subtracting such refund amount out from any future Payouts due to you. Fees improperly paid to you as a Sidekick. If, as a Sidekick, your Client cancels a confirmed booking or Sidekick decides that it is necessary to cancel a confirmed booking, and Sidekick issues a refund to the Guest in accordance with the terms of service, or other applicable cancellation policy, you agree that in the event you have already been paid,Sidekick will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you. In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges. Sidekick will process refunds, however, the timing to receive any refund will vary based on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules.

Further Terms and Conditions

Intellectual Property Ownership

Sidekick alone shall own all right, title, and interest, including all related intellectual property rights, in and to the Software and the Service (including without limitation text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content) and any suggestions, ideas, enhancement requests, feedback, recommendations, shopping lists and preferences, or other information provided by any User or any third party relating to the Software or the Service. This Agreement does not convey to you any rights of ownership in or related to the Software or the Service, or any intellectual property rights owned by Sidekick and names, logos, and product names associated with the Service and Software are trademarks or service marks of Sidekick or third parties, and no right or license is granted to any User to use them. You hereby give Sidekick a royalty-free, worldwide, sub-licensable, transferable license to copy or use in any manner any content or information you upload to the Service or Software, provided that Sidekick follows the terms of the Privacy Policy. Termination and Suspension

Sidekick may terminate or suspend your right to use the Service or the Software at any time and for any reason. Without limitation, Sidekick may terminate or suspend your right to use the Service or the Software, and may not provide any refund for any unused credit on your account, each any term of this Agreement or any policy of Sidekick posted on the Service or the Software from time to time, or if Sidekick otherwise finds that you have engaged in unlawful or inappropriate behavior in connection with use of the Service or the Software. In addition to terminating or suspending your account, Sidekick reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Service or the Software is terminated or suspended, this Agreement will remain enforceable against you. Copyright Complaints and DMCA Copyright Agent

If you believe, in good faith, that any materials on the Service or the Software infringe upon your copyrights, you may send a notice under the Digital Millenium Copyright Act (the “DMCA”) to Sidekick’s designated Copyright Agent at: support@sidekick.club. To be a valid notice under the DMCA, your notice must include: (1) a description of the copyrighted work that you claim has been infringed, including enough specific information for Sidekick to locate the work, such as the URL or other specific location on the Service or the Software, and an explanation why you think an infringement has taken place; (2) a description of the location where the original or an authorized copy of the copyrighted work exists, such as the URL where it is posted or the name of the book in which it has been published; (3) your address, telephone number, and e-mail address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (6) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Modifications to the Service

Sidekick reserves the right in its sole discretion to review, improve, modify, or discontinue, temporarily or permanently, the Service or Software or any content or information on the Service or Software with or without notice. Sidekick will not be liable to any party for any modification or discontinuance of the Service or Software, in part or in their entirety.

Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Sidekick and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Sidekick in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Sidekick upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of Sidekick’s trade secrets, confidential and proprietary information, and all other information and data of Sidekick that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, clients, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

Governing Law and Venue.

This Agreement is governed, construed, and enforced under the laws of the State of California, without regard to choice of law principles. Any action arising under or related to this Agreement shall be filed in a state or federal court located in San Francisco, California.

Severability.

You and Sidekick agree that if any portion of this Agreement is found illegal or unenforceable, that portion will be construed to be enforceable to the maximum extent permitted by law and the remainder of the Agreement will remain valid and enforceable to the maximum extent permitted by law.

No Agency.

No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

Entire Agreement.

This Agreement constitutes the entire agreement between you and Sidekick with respect to the Services and Software and supersedes any previous version of this Agreement. Failure by Sidekick to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. This Agreement will inure to the benefit of Sidekick and its successors and assigns.

Changes to this Agreement and the Service and Software

Sidekick reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, or delete any of the terms and conditions of this Agreement (including the Privacy Policy) at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately cease using the Service and Software. Your continued use of the Service or Software following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Sidekick may change, modify, suspend, or discontinue any aspect of the Service and Software at any time. Sidekick may also impose limits on certain features or restrict your access to parts or all of the Service and Software without notice or liability. I hereby certify that I am at least 18 years of age. I HEREBY acknowledge (i) that my ability to access and use of Sidekick and information is conditional upon the truthfulness of my certification of age; and (ii) THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF USE AND THE RELATED PRIVACY POLICY AND AGREE THAT MY USE OF THE SERVICE AND SOFTWARE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.