Terms and Conditions

TERMS AND CONDITIONS

 

Last updated: July 23, 2020

  1. CONTRACTUAL RELATIONSHIP

These Terms of Use (“Terms“) govern the access or use by you, a User (as defined below), and Skep Home Corp., a private Canadian federal corporation, having its offices at 3710 397 Front St. West Toronto, ON, M5V 3S1 (“Skep“, “we“, “us” and “our“) and govern the access or use by you from within any part of the greater Toronto area in Ontario, Canada of the applications, websites, content, products, and services (the “Services“) made available by Skep.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

Your access and use of the Services constitutes your acceptance of the agreement to be bound by these Terms, together with the privacy policy available at www.skephome.com (Privacy Policy”) and the rules, policies, terms and conditions set forth in, referred to and/or linked herein, all of which are incorporated herein by reference (collectively, the “Agreement“) and the acceptance of any person you purport to represent to be bound by the Agreement. This Agreement establishes a contractual relationship between you and Skep regarding your accesses and use of the Services. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES. This Agreement expressly

supersedes any and all prior agreements or arrangements between you and Skep regarding the subject matter of these Terms. Skep may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. By accessing and using the Services, you acknowledge that you have read, understood, and agree to accept and be bound by the Terms.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Skep may, in its discretion, amend the Terms related to the Services from time to time.

Amendments will be effective upon Skep’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Skep recommends that you review the then current Terms each time that you access or use the Services as the Terms may have been modified since your last access. The most recent date on which the Terms were updated will be indicated above. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in the Privacy Policy. Skep may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include any damages or losses, involving any Users of the Services and such information or data is necessary to resolve the complaint, dispute or conflict.

  1. THE SERVICES

The Services constitute a technology platform that enables users of Skep’s mobile applications or websites provided as part of the Services (each, an “Application” or “App“) to enable the connection between individuals (collectively the “Requesting Parties” and each a “Requesting Party“) seeking to connect, schedule and obtain cleaning services (the “Cleaning Services“) and/or independent cleaning service providers/individuals (collectively, the “Cleaning Service Providers” and each a “Cleaning Service Provider“) seeking to provide the Cleaning Services (collectively, the Requesting Parties and the Cleaning Service Parties are collectively referred to as the “Users” and each is a “User“). Unless otherwise agreed by Skep in a separate written agreement with you, the Services are made available to you, the User, solely for your personal, non-commercial use. YOU ACKNOWLEDGE THAT SKEP DOES NOT PROVIDE CLEANING SERVICES OR FUNCTION AS A SIMILAR SERVICE PROVIDER IN ANY MANNER AND THAT ALL SUCH CLEANING SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY SKEP OR ANY OF ITS AFFILIATES.

  1. LICENSE

Subject to your compliance with these Terms, Skep grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferrable license and right to: (a) access and use the Applications on your personal device solely in connection with your use of the Services; (b) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use, and (c) any intellectual property of Skep in the furtherance of the license and right described in the subject matter of clause (a) and clause (b) above in this paragraph. Any rights not expressly granted herein are reserved by Skep and Skep’s licensors.

License Restrictions.

You may not: (a) remove, alter, cover or obscure any confidentiality, trademark, logo, copyright, patent or other proprietary notices, legends, symbols or labels from any portion of the Services;

(b) reverse engineer, decompile, or disassemble the Services except as may be permitted by applicable law; (c) link to, mirror or frame any portion of the Services, (d) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Skep; (e) use any trademarks or copyrightable information of Skep or its licensors in any way except as expressly provided herein; (f) cause or launch any programs or

scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (g) use the Services in any manner that conflicts with the license and rights granted herein; or (h) attempt, directly or indirectly, to gain unauthorized access to, or impair or interfere with, any aspect of the Services, including any security features of the Services, or its related systems or networks.

Ownership.

The Services and all rights therein are and shall remain Skep’s property or, as applicable, the property of Skep’s licensors. Neither this Agreement, these Terms nor your access or use of the Services convey or grant to you any rights: (a) in or related to the Services except for the limited license granted above; or (b) to use or reference in any manner Skep’s company names, logos, product and service names, trademarks or services marks or those of Skep’s licensors.

Third Party Services and Content.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Skep does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Skep does not endorse such third party services and content in any manner and Skep shall not be responsible or liable for any services or products of such third party providers under any circumstance or in any manner. Additionally, Apple Inc., Alphabet Inc., Microsoft Corporation or other third party providers and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this Agreement if you access the Services using Applications (or Apps) developed for Apple iOS, Android, Microsoft Windows, or other powered mobile devices, respectively. These third party beneficiaries are not parties to this Agreement and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

  1. YOUR USE OF THE SERVICES

SKEP, THROUGH THE APPLICATION, OFFERS INFORMATION AND A METHOD TO OBTAIN THE CLEANING SERVICES AND/OR MERCHANDISE, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SUCH CLEANING SERVICES OR MERCHANDISE ITSELF OR ACT IN ANY WAY AS A RETAILER OR MANUFACTURER, OR AS A CLEANING SERVICE PROVIDER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY CLEANING SERVICES AND/OR MERCHANDISE PROVIDED TO THE REQUESTER BY CLEANING SERVICE PROVIDERS, INCLUDING A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE CLEANING SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. SKEP IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD PARTY MERCHANDISE PROVIDER OR RETAILER.

Background Checks.

Skep checks the backgrounds of the Cleaning Service Provider via third party background check services to the extent permitted by applicable law. However, each Requesting Party should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know. BY USING THE SERVICES, THE REQUESTING PARTY AGREES TO HOLD SKEP FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE CLEANING SERVICES. SKEP IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING CLEANING SERVICE PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY CLEANING SERVICES.

Collection of your Personal Information.

You will be required complete a registration with us to access and use the Services. You will be required to provide certain personal information, including your mobile device telephone number, a selfie of the User, an email address and an official copy of a governmental ID, including a driver’s licence or passport. Each Cleaning Service Provider will also be required to provide a social insurance number. You agree that such information will be true, accurate and complete, and that you will update this information promptly when it changes. If you provide any information that is untrue or inaccurate, not current, or incomplete, or if we suspect that your information is untrue or inaccurate, not current, or incomplete, we may, in our sole discretion, suspend or terminate your right to access the Services. Such information is required as part of our corporate internal verification of all Users and security purposes, including providing information for background checks of the Cleaning Service Providers. Upon completing the registration, the background check service provider will send each Cleaning Service Provider a link to the Cleaning Service Provider’s email with a form to be completed and sent back to the service provider. We will communicate with Requesting Parties primarily by emails. Once Users are registered, and as applicable background checks are clear, we will email Users that they may use the Services.

Any personally identifiable information collected, used, and disclosed hereunder will be subject to the terms of the Privacy Policy.

User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account“). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Skep certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree that the information that you provide us regarding your Account will be entirely truthful and accurate. You agree to maintain accurate, complete, and up- to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result

in your inability to access and use the Services or Skep’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Skep in writing, you may only possess one Account.

You will be asked to create a username and password in connection with such an Account. You are responsible for maintaining the confidentiality of the password and Account and are fully responsible for all activities that occur under your password or Account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security that you become aware of. Skep cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4 if such loss or damage could not have been prevented by reasonable precautions on our part.

User Requirements and Conduct.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive Cleaning Services from Cleaning Service Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to use the Services for only lawful purposes and agree to comply with all applicable laws when accessing or using the Services. You will not, in your use of the Services, (a) cause nuisance, annoyance, inconvenience, or property damage, whether to the Cleaning Service Provider or any other service provider; or (b) use the Services (i) to solicit others to perform or participate in any unlawful acts; (ii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iii) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (iv) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (v) to submit false or misleading information; or (vi) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

Email Messaging.

By creating an Account, you agree that Skep may send you email messages as part of the normal business operation of your use of the Services. You may opt-out of receiving email messages from Skep at any time by following the directions found at htttp://[]/unsubscribe. [Note: Add link] You acknowledge that opting out of receiving email messages may impact your use, or continued use, of the Services.

Promotional Programs.

We may provide promotional programs from time-to-time for the Users and we will notify the Users of such promotional programs via email and or code on the App.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Skep does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

  1. PAYMENT

You understand that use of the Services may result in charges to you for the Cleaning Services you receive from a Cleaning Service Provider (“Charges“). You will be required to pay the Charges, and any applicable harmonized sales taxes (“HST“) required by law shall be included in the Charges and, as applicable, the Cleaning Service Provider shall be solely responsible for any remittance applicable thereto. Each Requesting Party will pay the full amount payable to the Cleaning Service through our third party service provider’s payment gateway platform. We will notify each Requesting Party and Cleaning Service Provider of the Charges applicable to the Cleaning Services. Each Requesting Party will pay the full amount payable to the Cleaning Service through our third party service provider’s payment gateway platform

Payment processing services for you, the Account holder under this Agreement, are provided by Stripe (“Stripe”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, Stripe Connected Account Agreement and Stripe Terms of Service are the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as an Account holder under this Agreement, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the App enabling payment processing services through Stripe, you agree to provide Skep with accurate and complete information about you and your business, and you authorize Skep to share it and transaction information related to your use of the payment processing services provided by Stripe.

After the Requesting Party has received the Cleaning Service obtained through the use of the Services, Skep will, through its third party service provider, facilitate payment of the applicable Cleaning Services payments to the Cleaning Service Provider less the Charges, together with the HST thereon, which are paid to Skep. Charges paid by Users are final and non-refundable, unless otherwise determined by Skep.

All Charges are due immediately and payment will be facilitated by Skep using the preferred payment method designated in your Account, after which Skep will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Skep may, as the Cleaning Service Provider’s limited payment collection agent, use a secondary payment method in your Account, if available, failing which your Account will be suspended until we receive an updated valid Account payment method.

As between you and Skep, Skep reserves the right to establish, remove and/or revise Charges for any or all Cleaning Services obtained through the use of the Services at any time in Skep’s sole discretion.

This payment structure is intended to fully compensate the Cleaning Service Provider for the Cleaning Services provided. Skep does not designate any portion of your payment as a tip or gratuity to the Cleaning Service Provider. Any representation by Skep (on Skep’s website, in the Application, or in Skep’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that Skep provides any additional amounts, beyond those described above, to the Cleaning Service Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Cleaning Services Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After the Requesting Party received Cleaning Services through the Service, the Requesting Party will have the opportunity to rate his/her experience and leave additional feedback about Cleaning Service Provider.

  1. SCHEDULING CLEANING SERVICES

The Cleaning Services include recurring or advanced booking Cleaning Services (“Advanced Booking“) and instant or one-off type booking Cleaning Services (the “Instant Booking“) and the Requesting Party will be able to select either Cleaning Services by clicking at the bottom of the dashboard page. If the Requesting Party desires to make a booking:

    1. For an Advanced Booking, the Requesting Party can click on the “Advanced Booking” button on the bottom of the dashboard page and they will go through a series of pages where they would select the date, time and type of Cleaning Services the User requires on the specified “My Spaces” on the App that need to cleaned. In addition it will allow the User to select one of their previously identified favorite Cleaning Service Provider.
    1. For an Instant Booking, the Requesting Party can click on the “Bolt” button on the bottom of the dashboard page and they will go through a series of pages where they would select the date, time and type of Cleaning Services the User requires on the specified “My Spaces” on the App that need to cleaned. In addition it will

allow the User to select one of their previously identified favorite Cleaning Service Provider;

    1. The Requesting Party’s will then hit the “Send Request” button and the App will confirm if the Requesting Party’s Account is verified. If the Account is verified, the App will provide the Requesting Party the expected time of arrival of a Cleaning Service Provider. If the Account is not verified, the Requesting Party will be prompted with a message to complete the verification process and the requesting process will end.
    1. The App will prompt the Requesting Party as to the available for Cleaning Services requests and the processes regarding any such request, including estimated times of arrival for Cleaning Service Providers.

The Cleaning Service Provider will confirm when the Cleaning Services are commenced. Upon the Cleaning Services being completed, the Cleaning Services Provider will email us that the Cleaning Services were completed.

  1. CANCELLATION

Requests for Cleaning Services may be cancelled by Users at any time prior to such Cleaning Service Provider’s arrival at the location for the Cleaning Services, subject to the following provisions:

    1. Any User may cancel any Cleaning Services without being charged a cancellation fee or penalty if such cancellation request is made at any time prior to 24 hours prior to the scheduled appointment time for the Cleaning Services; and if the cancellation was made by the Cleaning Service Provider and if the Cleaning Service Provider was a favorite Cleaning Service Provider the Requesting Party will be asked if the Requesting Party would like to schedule a new time with the same Cleaning Service Provider or request a new Cleaning Service Provider;
    1. If the Cleaning Services is for an Advanced Booking and a cancellation attempt is made within 24 hours of a scheduled appointment time for the Cleaning Services, a warning message will be sent to the User that is seeking to cancel the Cleaning Services as follows:
      1. If the User is the Requesting Party, the message will reflect that 10% of the total amount of the Cleaning Services will be charged to the Requesting Party’s Account as a cancellation fee. If the User accepts the deduction, the cancellation will be completed and the credit card on file will be charged 10% of the total amount of the Cleaning Services. If the User does not accept the deduction, the Cleaning Services will proceed as initially requested and will be processed at the full Charge thereto.

(ii)IftheUseristheCleaningServiceProvider,themessagewillreflectthat theCleaningServiceProvider’sratingwillbereduced.IftheCleaning Service Provider accepts the notice of the rating reduction, the cancellationwillbecompletedandratingwillbereduced.Anotification will be sent to the Requesting Party that a new Cleaning Service Providerisbeingsourced.IftheCleaningServiceProviderwasafavorite CleaningServiceProvider,theRequestingPartywillbeaskedifthey would like to schedule a new time with the same Cleaning Service ProviderorrequestanewCleaningServiceProvider.

    1. If the Cleaning Services is for an Instant Booking (A) any requests may be cancelled by any User at any time within five (5) minutes after the Requesting Party makes the booking request without any cancellation fee; and (B) if a cancellation attempt is made by any User after such five (5) minutes period described above in clause (A), a warning message will be sent to the User that is seeking to cancel the Cleaning Services as follows:
      1. If the User is a Requesting Party, the message will reflect that 10% of the total amount of the Cleaning Services will be charged to the Requesting Party’s Account as cancellation fee. If User accepts the deduction, the cancellation will be completed and the credit card on file will be charged 10% of the total amount of the Cleaning Services. If User does not accept the deduction, the cancellation will be discarded and the request will be processed.
      1. If the User is a Cleaning Service Provider, the message will reflect that the Cleaning Service Provider’s rating will be reduced. If the Cleaning Service Provider accepts the notice of the rating reduction, the cancellation will be completed and rating will be reduced. A notification will be sent to the Requesting Party that a new Cleaning Service Provider is being sourced.
  1. RATING OF CLEANING SERVICE PROVIDERS

Each Cleaning Service Provider will be rated by us in accordance with our rating system set out on our website and communicated to the Cleaning Service Provider. Each Requesting Party will be able to rate the Cleaning Service Providers and will be able to see the Cleaning Service Providers’ respective ratings.

  1. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise

use in any medium any comments that you forward to us. We are and shall be under no obligation

(a) to maintain any comments in confidence; (b) to pay compensation for any comments; or (c) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the website or the services obtained therefrom. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

The Cleaning Service Providers should at all times maintain their own insurance that adequately deals with any losses or damages caused by the Cleaning Services.

  1. CONFIDENTIALITY (Internet and Email) AND PERSONAL INFORMATION

Skep cannot ensure the privacy and authenticity of any information you send to us or that we send to you over the Internet. Skep will not be responsible for any losses or damages you may incur if you communicate confidential information to us over the internet or if we communicate such information to you at your request.

Email over the Internet is not a secure medium and privacy cannot be assured. Email communication is not confidential, is subject to possible interception or loss, and is also subject to possible alteration. Skep is not responsible for and will not be liable for any loss or damages in connection with an email containing personal or confidential information sent by you to Skep, or an email by Skep to you at your request.

The transmission of data or information over the Internet or other forms of networks may not be secure, and is subject to possible loss, interception or alteration while in transit. Skep cannot guarantee the security of any communication to or from the website. Skep does not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the Internet, other forms of networks or otherwise while using the website.

Any personal information (as such term is described in our Privacy Policy) is governed by our Privacy Policy.

  1. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site that contains typographical errors, inaccuracies or omissions that may relate to the Services. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in this website or any products or services obtained therefrom is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Services, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in these Terms or on any related website, should be taken to indicate that all information in these Terms or on any related website has been modified or updated.

Downloading the content when accessing or using the Services is solely at your own risk. Skep cannot and does not guarantee or warrant that the content will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your mobile device and you are responsible for the entire cost of any services, repairs or connections of and to your mobile device which may be necessary as a result of your use of the Services.

  1. DISCLAIMERS; LIMITATION OF LIABILITY Disclaimer.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SKEP DISCLAIMS ALL

REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SKEP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, OR THAT THERE WILL BE NO DELAYS, FAILURES, ERRORS (INCLUDING TYPOGRAPHICAL) OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, THAT IT WILL BE SECURE, THAT NO VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES WILL BE TRANSMITTED OR THAT NO DAMAGE WILL OCCUR TO YOUR MOBILE DEVICE. YOU HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT AND TO TAKE REASONABLE AND APPROPRIATE PRECAUTIONS TO SCAN FOR VIRUSES OR OTHER DESTRUCTIVE PROPERTIES. SKEP DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CLEANING SERVICE PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

You agree that from time to time we may prevent you from accessing the Services and/or remove the Services thereon for indefinite periods of time or cancel the Services at any time, without notice to you.

You expressly agree that your access and use of, or inability to use, the Services thereto is at your sole risk.

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE SKEP FROM, AND IN NO EVENT SHALL SKEP BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND, FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT SKEP OR ANY OTHER SKEP PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF SKEP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SKEP SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF SKEP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SKEP SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SKEP’S REASONABLE CONTROL. IN NO EVENT SHALL SKEP’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED CANADIAN DOLLARS ($500).

SKEP’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE CLEANING SERVICES WITH CLEANING SERVICE PROVIDERS, BUT YOU AGREE THAT SKEP HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY CLEANING SERVICES PROVIDED TO YOU BY CLEANING SERVICE PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 12 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. INDEMNITY

As a condition of use of the Services, you agree to indemnify, defend and hold harmless Skep and its successors in interest (collectively, the “Indemnified Parties” and each an “Indemnified Party“) from and all claims, demands, losses, liabilities, and expenses, including reasonable lawyers’ and advisors’ fees and costs, incurred or suffered by any of the Indemnified Parties in

connection with, related to or arising out of: (a) your breach of the Agreement, these Terms or the documents they incorporate herein by reference; (b) your use of the Services or services or goods obtained through your use of the Services; (c) your violation of any law or the rights of a third-party, including the Cleaning Service Providers; or (d) Skep’s use of your User information in accordance with this Agreement. You agree to cooperate fully in Skep’s defense of any such claim. You agree that you will not in any event settle any matter involving Skep, whether or not the settlement binds or is on behalf of Skep, without the written consent of Skep.

  1. NOTICE

Skep may give notice by means of a general notice on the Services, electronic mail to your email address associated with your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Skep as set out below in the Agreement.

  1. GOVERNING LAW

Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario, and any applicable federal law of Canada thereto.

  1. INTELLECTUAL PROPERTY

All information provided or accessed through the Services and App is protected under the copyright laws of Canada and, as applicable, other countries. The information is for your personal, educational and non-commercial use only and may be used and reproduced provided that it is not modified and that you maintain all copyright and other notices contained in the App or accessed through the Services. The contents of the App or accessed through the Services may not be otherwise used, copied, redistributed, reproduced, republished, stored in any medium, retransmitted, modified or broadcasted, in any form.

Claims of Copyright Infringement.

Claims of copyright infringement or violation should be sent to us in accordance with our contact information below.

  1. TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date of this Agreement shall survive the termination of this Agreement for all purposes.

You acknowledge and agree that Skep may restrict, suspend or terminate your access to, and use of, all or any part of the Services, at any time, with or without cause, including, without limitation, any breach of the terms of the legal notices set out herein, in Skep’s absolute discretion and without prior notice or liability.

You may terminate this Agreement at any time by notifying us as described below that you cease to use Services.

  1. GENERAL TERMS

The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

You may not assign or transfer these Terms in whole or in part without Skep’s prior written approval. You give your approval to Skep for it to assign or transfer these Terms in whole or in part, including to: (a) a subsidiary or affiliate; (b) an acquirer of Skep’s equity, business or assets; or (c) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Skep or any third party provider of Skep as a result of the contract between you and Skep or use of the Services.

If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. The Agreement constitutes the entire agreement between you and us regarding the subject matter set out in these Terms and governs your use of the Services and supersedes and replaces any and all prior or contemporaneous agreements, communications, undertakings and proposals, whether oral or written, between you and us regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to”.

Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

  1. CONTACT INFORMATION

Questions about the Terms should be sent to us in writing by email at info.legal@skephome.com

This Agreement was last updated and is effective as of Jul 23, 2020. © 2020 Skep Home Corp. All rights reserved. Reproduction in whole or in part without permission is prohibited.