Terms of Service
Last Modified: March 10, 2022
Acceptance, Insurance, Licensure, Non-Discrimination, and Substance Use.
Lula reserves the right to accept or deny your access to the Applications, and your ability to provide the Services through the Applications. You agree that, as conditions to your use of the Applications and delivery of the Services, at all times during the term of this SLA you and your Personnel will:
- (a) Provide proof of, upon Lula’s request, and maintain insurance coverage (including general business liability insurance) at commercially reasonable levels sufficient to cover any claims that may arise from you or your Personnel providing the Services, including coverage against injury to persons or property that may arise from your delivery of the Services as well as coverage for your indemnification obligations hereunder (“Covered Obligations”); (b) ensure that such insurance is primary (insurer of first resort) with respect to all matters arising out of your or your Personnel’s performance under this SLA and the Covered Obligations; (c) except to the extent prohibited by applicable law, require its insurer to waive all rights of subrogation against Lula’s insurer and Lula (or any person entitled to indemnity under this SLA); and (d) assign your and your Personnel’s rights to proceeds received from such insurance in connection with any Covered Obligations;
- Provide proof of (upon Lula’s request) and maintain applicable permits, licenses, and other certifications necessary for you to provide the Services;
- Not discriminate, in hiring Personnel or in the provision of Services, against anyone on the basis of race, color, creed, religion, national origin, sex, disability, sexual orientation, age, marital status, or status with regard to public assistance; and
- Not use, abuse, or be under the influence of any intoxicating substance (including alcohol, illegal drugs, or other impairing substances) during the provision of Services, other than legally prescribed and over-the-counter medications and then only to the extent that use of such medications does not materially interfere with your or your Personnel’s ability to provide the Services is a safe and professional manner.
Background Checks and Licensure
You agree, as a condition to your use of the Applications and delivery of the Services, that at all times during your provision of Services, you and your Personnel will abide by the Background Check Policy and that all of your Personnel will have completed a satisfactory background check prior to delivering services to any Lula Customer. If Lula orders or conducts a background check for any of your Personnel, you agree to obtain the necessary consent from your Personnel for such check and that Lula is authorized to deduct the fees for such background check from any amounts payable to you for any job that you perform for Customers. Lula will charge and you will a background check fee of $35 per Personnel, per background check (the “Background Check Fee”). Lula may increase the Background Check Fee at any time in its discretion with or without notice. If requested by Lula, you agree to complete, sign, and return a self-certification form (in the form approved by Lula) stating that you have performed background checks on all Personnel that provide Services. In addition to (but not in derogation of) to the requirements set forth in the Background Check Policy, you agree that neither you nor your Personnel will enter the home, dwelling, apartment, office, or other property of a Customer (as defined below) or its tenants unless the Customer has requested services through the Applications and you are conducting such entry solely to provide the Services for an Accepted Job Request that you accepted.
You agree to provide to Lula, on an annual basis, written certifications that all of your Personnel hold and maintain the requisite professional licensure to perform the Services (and to provide copies of such licenses to Lula upon request).
Lula may adopt additional personal, licensure, professional, background, and other standards and requirements for Personnel from time to time. You and your Personnel shall adhere to these standards at all times while providing Services.
Failure to (a) maintain required licensure or certifications for Personnel; (b) conduct background checks on Personnel; or (c) complete the self-certification form provided by Lula may result in suspension or termination of your account with Lula (and any jobs in process), without refund.
You acknowledge and agree that the Applications are provided to you under license, and are not sold to you. You do not acquire any ownership interest in, or any other rights to, the Applications under this SLA other than to use the Applications in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this SLA and the Terms and Conditions. Lula and its licensors reserve and shall retain their entire right, title, and interest in and to the Applications, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this SLA or the Terms and Conditions.
By allowing you to receive Job Requests and service Accepted Job Requests, Lula will be placing you in a position of trust with its Services Providers, customers, and its customers tenants (each, a “Lula Relationship”). Therefore, you agree that at all times while you are providing services to Lula or the Lula Relationships, and for a period of one (1) year following the latter of the last date that you provide services to Lula or the Lula Relationships or the date that your user account is deactivated from the Applications, you agree that you shall not solicit, induce, influence, or encourage any Lula Relationship to alter, terminate, or breach its contractual relationship with Lula, or solicit the business of such Lula Relationship to provide goods or services that are similar to the Services or that would compete with the goods and services offered by Lula. Notwithstanding the foregoing, nothing in this section restricts you from soliciting business in the normal course of your business (such as through general advertisements), so long as you do not use any Confidential Information in such advertisements and such solicitations are not directed at any Lula Relationship. You agree that while interacting with any Lula Relationship, that you and your Personnel shall communicate and operate in a manner that would not damage Lula’s relationship with any Lula Relationships.
The Applications constitute a technology platform that enables you to accept Job Requests that are submitted by customers (the “Customers”) pertaining to property maintenance and other property services (and corresponding goods) designated within the Applications, as updated and modified by Lula from time to time (the “Services”). Notwithstanding the foregoing and any list set forth within the Applications, you are limited to providing only the Services that you and your Personnel are legally and professionally (as determined in Lula’s sole discretion) qualified to provide, in each case within your Personnel’s professional licensure and certifications, and you may not select Job Requests outside of your licensure and certifications. You may also only provide Services for jobs within the permitted geographical proximity to your Personnel (as set out in the Applications). Lula reserves the right to reject one or more Service designations with respect to you and to limit the Job Requests that may be made available to or accepted by you. A “Job” means a project for the delivery of the Services to a Customer that is generated through Lula’s Applications. A “Job Request” means a request for a Job that is (a) created by a Customer and listed through the Applications; (b) available for you to claim or accept through the Applications (including being within the permitted physical geographical proximity to your Personnel using the Applications at the time such request is issued by the Customer). An “Accepted Job Request” means a Job Request that has been accepted by you or your Personnel in the manner permitted by the Applications. “Personnel” means you, your employees, your contractors, and your owners (as applicable).
The selection of Job Requests will be made at your sole discretion. You are not obligated to accept Job Requests; however, once you accept a Job Request, you are obligated to perform the Job according to the terms of this SLA.
Lula is not rendering any professional opinions as to the sufficiency or appropriateness of any Services that you may provide to any Customer. You shall actively supervise all Personnel providing the Services (or Additional Services, if applicable) and shall promptly take remedial action with respect to any such Personnel upon your discovery of facts or circumstances that could give rise to damages or liability for Lula, its Customers, or its other third-party providers of Services (“Service Providers”).
Once you are onsite, you may provide quotes or bids to a Customer for services that are additional to the services the Customer requested within the Job Request (“Additional Services”); provided, that, if the Additional Services are a type of services included in the Services, otherwise offered by Lula, or a planned expansion of the Services, (a) you must first contact Lula before delivering any such quote or bid; (b) Lula reserves the sole right to approve or deny any such Additional Services; (c) the Customer’s payment for and receipt of the Additional Services shall be conducted solely through the Applications (or other means approved by Lula) and is subject to this SLA; and (d) Lula shall be deemed to be the customer of such Additional Services for the purposes of payments made for such Additional Services. In the event that the Additional Services are not the type of services included within the Services or are not facilitated through the Applications, (aa) such Additional Services provided shall be provided solely by you in your individual capacity and not as an agent, Service Provider, or affiliate of Lula and (bb) LULA EXPRESSLY DISCLAIMS, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE, RELEASE, AND SHALL INDEMNIFY AND HOLD LULA HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, COSTS, DAMAGES, PENALTIES, ASSESSMENTS, THIRD PARTY CLAIMS, WARRANTIES, TAXES, OR OBLIGATIONS OF ANY KIND ARISING OR RESULTING FROM THE DELIVERY OF SUCH ADDITIONAL SERVICES.
After you have provided the Services, Customers will have the opportunity to rate your delivery of the Services and leave additional feedback about you. By using the Applications and in exchange for the other consideration provided to you hereunder, you consent to receiving such feedback and to Lula’s modification, retention, or deletion of such feedback in Lulu’s sole discretion. You agree that under no circumstances will you or your Personnel contact the Customer or otherwise respond to a Customer regarding his or her feedback.
Arrival Times and Performance
You must arrive at each Job location of an Accepted Job Request, and Lula must receive confirmation of your arrival, within the time frame requested by the Customer for the Job Request (in each case, the “Arrival Time”). All Accepted Job Requests must be completed by you within a reasonable time of arrival and as designated by Lula (if so designated).
If you (a) cancel an Accepted Job Request within 24 hours of the Arrival Time (or within the same day the Accepted Job Request is to be performed), or (b) do not arrive at an Accepted Job Request by the Arrival Time, then you shall pay to Lula a $35 cancellation fee (the “Cancellation Fee”) on the same day as such cancellation or no-show. Lula may adjust or waive the Cancellation Fee at any time at its discretion, with or without notice to you and without impairing its rights.
If you arrive at the Job location of an Accepted Job Request that has been confirmed by Lula and you are unable to complete the Accepted Job Request within the scheduled Job time due to the failure of a Customer or its tenants or customers to have an individual present within a reasonable time of the scheduled Job arrival time (as designated by Lula) that results in you being unable to access areas of the Job for which Services are to be provided, Lula shall reserve the option to pay to you a one-time fee of $50 at its sole discretion.
Fees & Set Off
You understand that all fees payable by a Customer for the performance of Services for an Accepted Job Request will be as set forth by Lula in the Job Request confirmation ("Fees") and belong solely to Lula. To the extent that you retain any ownership interest in the Fees, you hereby assign your rights in the Fees to Lula. Lula reserves the right to increase, adjust, and/or waive the Fees at any time at its sole discretion, with or without notice to you. By accepting any Job Request, you agree to not contest any of the Fees established by Lula for the Job and acknowledge that you have no rights or interest in the Fees or Transaction Costs (defined below). Transaction Costs shall be deemed fully earned by Lula upon a Customer’s submission of a Job Request. After Lula receives confirmation that you have completed the Job, Lula will pay to you an amount equal to 85%-90% of the Fees payable by the Customer for the completed Job (the “Service Fee”) within two (2) to three (3) business days following Lula’s confirmation of your completion of the Job; provided, that payment of Service Fees for the first Job you complete shall be paid no sooner than five (5) days following completion of the Job. Lula may adjust the Service Fee at any time with or without notice to you. Fees will be inclusive of applicable taxes where required by law and may be adjusted as follows:
- Once you are onsite at a Job, you may request that Lula adjust the Fees based on your good faith determination that the actual Job exceeds the project scope provided to you in the Job Request. If Lula, in our sole discretion, approves your Fee adjustment, Lula will (a) provide written confirmation of the Fee adjustment to you; (b) adjust the Fees within the Job Request; and (c) pay you the adjusted Service Fees upon Lula’s notification that you have completed the Job. If Lula does not approve your Fee adjustment, the Fees shall remain unchanged. However, if the ticket for an Accepted Job Request has a “not to exceed” amount listed, and your requested Fee increase does not exceed the “not to exceed” amount, Lula’s prior approval will not be required, so long as you report the additional Fee amount to Lula and such additional amounts are collected and remitted solely by Lula.
- Lula reserves the right to establish, remove, and/or adjust the Fees and Service Fees for any or all Services at any time in Lula’s sole discretion. You acknowledge and agree that Fees and Service Fees applicable in certain geographical areas may fluctuate.
- Lula may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the Applications. Lula may apply such promotional offers and discounts to the Fees without notice to you and you agree that such promotional offers and discounts shall have no bearing on your delivery of the Services (and that your Service Fees will be proportionally adjusted).
- Lula may set off against and deduct from any amounts owing to you, the full amount of any Transaction Fees, Cancellation Fees, Application subscription fees, and costs, expenses, losses, or liabilities incurred by Lula as a result of your or your Personnel’s performance during, or failure to perform, a Job Request.
The Service Fees payable to you shall not include and Lula reserves the right to deduct from the total amount payable by a Customer for an Accepted Job Request, all Transaction Fees. “Transaction Fees” means (a) 10%-15% of the Fees payable by a Customer for Services performed by you for a completed Accepted Job Request, and (b) any additional transaction, service, or surcharge fees charged by Lula to a Customer in addition to the quoted Fees for an Accepted Job Request. The Transaction Fees may be updated, changed, or modified from time to time by Lula.
Any subscription fees that Lula charges for your use of the Applications are payable to Lula by the first day of each calendar month. Upon creation of your account with the Applications, you agree to provide a credit card and/or bank account with routing information for payment of any fees payable to Lula and authorize Lula and its third party service providers (including Stripe) to make a one-time debit and credit to your account for the purpose of authorizing and verifying such payment method. By accepting a Job Request, you also authorize Lula and its third party service providers (including Stripe) to automatically charge your credit card and/or bank account associated with your account for the full amount of the Fees.
All payments and payment information are/is processed through third party solution providers (such as Stripe) and Lula disclaims any and all liability with respect to the safeguarding, storing, processing, or transmitting your payment information including credit card numbers, bank account and routing numbers, and other financial data that you provide to us to facilitate the payment of the Fees, Transaction Fees, or subscription amounts (if any) for the Applications.
You shall not initiate, and hereby waive, all rights to initiate any collection action or to take any action with respect to the filing of mechanics, materialman’s, or any other type of lien against a Customer, its tenants, its customers, or their property for the payment of any amounts. Lula retains all rights to initiate any such collection actions.
Payment Information; Third Parties
As part of your delivery of Services, certain data may be obtained by or entered into the Applications about a Job Request, the Customer, the Customer’s property, and the Customer’s tenants (the “Job Data”). To the extent you or your Personnel retain any rights to Job Data, you (on behalf of yourself and your Personnel) hereby fully and irrevocably assign all of your right, title, and interest in and to such Job Data exclusively to Lula. All Job Data shall remain the sole and exclusive property of Lula and its Customers and you agree to execute any additional consents, assignments, or licenses requested by Lula to fully vest title to the same in Lula; provided, that, subject to the section titled “Confidentiality” below, Lula hereby provides you with a limited, revocable, non-sublicensable, and non-distributable license to access the Job Data to the extent necessary for you and your Personnel to complete the Job in the manner contemplated by the Job Request.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to you under this Agreement, including the Applications or materials delivered to you pursuant to the Applications or developed pursuant to the delivery of the Services shall be owned by Lula. Lula hereby reserves any and all rights not expressly provided for within this SLA.
Lula may disclose or make available to you non-public proprietary and confidential information of Lula, our Service Providers, our Customers, and their affiliates (including personal information of such individuals, Lula’s Intellectual Property Rights, the Job Data, and trade secrets) ("Confidential Information"). You shall: (a) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as you would protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than to perform your obligations under this Agreement for the delivery of the Services; and (c) not disclose any such Confidential Information to any person or entity, except to the your Personnel who need to know the Confidential Information to perform the Services. Lula retains all right, title, and interest in and to the Confidential Information. If you are required by applicable law or legal process to disclose any Confidential Information, you shall, prior to making such disclosure, use commercially reasonable efforts to notify Lula of such requirements to afford Lula the opportunity to seek, at Lula's sole cost and expense, a protective order or other remedy.
Location Services; Personal Information; APIs
You hereby expressly consent to our use of location-based services and expressly waive and release Lula, to the fullest extent permitted by law, from any and all liability, claims, causes of action or damages arising from your use of the Applications, or in any way relating to the precise location and other location-based services. You consent to, recognize, and agree that your and your Personnel’s location services will be provided to us and our Customers. You also expressly consent to Lula collecting personal information from or about you (including financial data) when you create an account for, and use, the Applications or provide the Services. By submitting information to Lula during the account creation process and/or by using the Applications, you consent to such collection and use of your personal data. You authorize and provide to Lula a fully paid, non-transferable, and limited license to utilize the Applications to interface with one or more of your application programming interfaces with respect to your Personnel fleet management software systems (“Fleet Systems”) in order to provide data integration services between the Applications and your Fleet Systems. All updates, modifications, or integrations with your Fleet Systems are subject solely to your own internal change control process and are not the responsibility of Lula. You hereby release, discharge, and waive, to the fullest extent permitted by law, any and all claims, liabilities, damages, or other costs or obligations of or against Lula that may arise as a result of the integration between the Applications and the Fleet Systems.
You represent and warrant that the Services shall be provided in a timely, workmanlike, and professional manner, using Personnel of commercially reasonable skill, experience, and licensure at the times required under each Accepted Job Request. In the event that you fail to meet the foregoing service warranty (as determined in good faith by Lula at Lula’s discretion), you agree to either, at Lula’s direction, (a) provide replacement Services for the failed Services using new Personnel, or (b) to pay and reimburse Lula for the procurement and delivery of replacement Services for the failed Services, using any third party service provider of Lula’s choice.
You acknowledge and agree that we do not guarantee or warrant that files available for downloading from the internet or the Applications will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Applications for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPLICATIONS OR ANY ITEMS OBTAINED THROUGH THE APPLICATIONS OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.
YOUR USE OF THE APPLICATIONS, THEIR CONTENT, AND OTHER ITEMS OBTAINED THROUGH THE APPLICATIONS (INCLUDING YOUR USERNAME, PASSWORD, AND OTHER PERSONAL INFORMATION) IS AT YOUR OWN RISK. THE APPLICATIONS, THEIR CONTENT, AND ANY OTHER ITEMS OBTAINED THROUGH THE APPLICATIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LULA NOR ANY PERSON ASSOCIATED WITH LULA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE APPLICATIONS. WITHOUT LIMITING THE FOREGOING, NEITHER LULA NOR ANYONE ASSOCIATED WITH LULA REPRESENTS OR WARRANTS THAT THE APPLICATIONS, THEIR CONTENT, OR ANY ITEMS OBTAINED THROUGH THE APPLICATIONS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE APPLICATIONS, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE APPLICATIONS OR ANY ITEMS OBTAINED THROUGH THE APPLICATIONS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
BY USING THE APPLICATIONS, THEIR CONTENT, AND ANY OTHER ITEMS OBTAINED THROUGH THE APPLICATIONS, YOU REPRESENT AND WARRANT TO LULA THAT THE SERVICES AND ADDITIONAL SERVICES SHALL BE PROVIDED (a) IN A PROFESSIONAL AND WORKMANLIKE MANNER, USING PERSONNEL OF PROPER LICENSURE, SKILL, EXPERIENCE, AND ACCREDITATION; (b) IN ACCORDANCE WITH GENERALL RECOGNIZED INDUSTRY STANDARDS AND ALL APPLICABLE LAWS; (c) ONLY AT PORTIONS OF THE CUSTOMER’S PREMISES THAT ARE STRICTLY NECESSARY TO COMPLETE THE SERVICES; AND (d) FREE AND CLEAR OF ANY LIEN WHATSOEVER, INCLUDING MECHANIC OR MATERIAL LIENS OR SECURITY INTERESTS OF ANY KIND (INCLUDING WITH RESPECT TO ANY GOODS DELIVERED IN CONNECTION WITH THE SERVICES OR ADDITIONAL SERVICES) WITH RESPECT TO ANY CUSTOMER, ITS PROPERTY, OR PREMISES.
LULA MAKES NO WARRANTIES TO YOU AND HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Liability
IN NO EVENT SHALL LULA, ITS LICENSORS, OTHER SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APPLICATIONS, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE APPLICATIONS OR SUCH OTHER WEBSITES OR ANY ITEMS OBTAINED THROUGH THE APPLICATIONS OR SUCH OTHER WEBSITES, OR FOR ANY LOSS, CORRUPTION, OR THEFT OF FINANCIAL DATA ENTERED INTO THE APPLICATIONS OR ANY THIRD PARTY PAYMENT SOLUTION (INCLUDING SOLUTIONS MAINTAINED BY STRIPE), INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LULA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR OTHER SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATIONS OR THEIR CONTENT AND YOUR DELIVERY OF THE SERVICES OR ADDITIONAL SERVICES FOR (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAYABLE BY LULA TO YOU FOR SERVICES RENDERED. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
To the full extent permitted by law, you agree to defend, indemnify, and hold harmless Lula, its affiliates, licensors, and other Service Providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims (including any claims for injury to person or property), liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees and the costs of pursuing any insurance providers) arising out of or relating to (a) your violation or breach of this SLA, including your failure to comply with the Background Check Policy; (b) your Personnel’s or your use of the Applications; (c) your Personnel’s or your use of Customer information and other Job Data obtained through the Applications; (d) the delivery of Services or Additional Services by you or your Personnel; and (e) the commission of a crime or the negligent conduct by you or your Personnel.
Term, Suspension, and Termination
Subject to Lula’s approval of you as a service provider for the Applications, as set forth above in this SLA, the term of this SLA commences when you download, install, or create a user account with the Applications and will continue in effect until terminated by you or Lula as set forth in this section.
You may terminate this SLA by deleting the Applications and all copies thereof from your mobile devices. Lula may temporarily suspend your access (or one or more of your Personnel’s access) to the Applications and Job Requests at any time in its sole discretion and for any reason, including poor performance or workmanship in providing Services, failing to arrive at a job by the scheduled time, or for negative customer feedback. Lula may terminate this SLA with respect to you at any time and in its sole discretion without notice to you for any reason, including (a) poor performance or workmanship in providing the Services; (b) failing to arrive at a job by the scheduled time, (c) for negative customer feedback; (d) if Lula ceases to support the Applications (which Lula may do in its sole discretion); or (e) you breach a term of this SLA. Lula reserves the right to remotely disable the Applications on your and your Personnel’s mobile devices upon suspension or termination of the SLA.
he sections of this SLA entitled “Data”, “Intellectual Property”, “Confidentiality”, “Indemnification”, “Warranties”, “Limitation of Liability”, “Indemnification”, “Term, Suspension, and Termination”, “Governing Law and Jurisdiction”, “Waiver and Severability”, “Entire Agreement”, “Cumulative Remedies”, “General”, and “Amendment”, as well as any provision of this SLA that, in order to give proper effect to its intent, should survive expiration or termination, will survive the expiration or earlier termination of this Agreement.
Governing Law and Jurisdiction
All matters relating to the Services and this SLA and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Kansas without giving effect to any choice or conflict of law provision or rule (whether of the State of Kansas or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, this SLA or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Kansas, in each case located in Kansas City, Kansas, although we retain the right to bring any suit, action, or proceeding against you for breach of this SLA in your country of residence or any other relevant country and also retain the right to submit all claims to binding arbitration located in Kansas City, Kansas. You waive any and all objections to the exercise of jurisdiction and venue over you by such courts or arbitration panels.
TO THE FULL EXTEND PERMITTED BY LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICES OR THIS SLA MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver of by Lula of any term or condition set forth in this SLA shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Lula to assert a right or provision under this SLA shall not constitute a waiver of such right or provision. If any provision of this SLA is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this SLA will continue in full force and effect.
All rights and remedies provided hereunder for Lula are cumulative and not exclusive, and the exercise by Lula of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available to Lula at law, in equity, by statute, in any other agreement between the parties or otherwise.
You may not assign this SLA without Lula’s prior written approval. Lula may assign this SLA without your consent to: (a) a subsidiary or affiliate; (b) an acquirer of Lula’s equity, business or assets; or (c) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Lula or any other Service Provider, Customer, or any other person as a result of this SLA or use of the Services. At no times shall you be deemed to be the employee or agent of Lula. Neither you nor your employees or agents will be eligible for any employee benefits from Lula. You shall at all times be responsible for payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to fees paid to you and your employees and agents under this SLA. Lula's failure to enforce any right or provision in this SLA shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Lula in writing. Boldface headings in this SLA are for convenience only and shall not be considered in construing or interpreting any of the terms or provisions hereof.