Terms of Service

Effective Date: January 7, 2020
Welcome to the Eden ("Eden") website located at www.eden.io (the"Site") and mobile application ("App") offered by Eden Technologies, Inc. ("Eden"). These Terms of Service (these"Terms") govern your access to and use of our Site and App (collectively, the"Platform") and our provision of a variety of services, including, cleaning, task, handyman and technology support services (each, a"Service"and collectively, the"Services") to you. The Services are performed by"Wizards", some of whom are employees of Eden and some of whom are independent contractors. If you book a Service through the Platform, you are a"Customer".

1. Agreement to Terms

Eden is willing to provide the Services to you only upon the condition that you accept these Terms. By accessing or using the Platform, and/or booking a Service, you agree to these Terms. If you do not accept these Terms, then you may not access or use the Platform, or utilize the Services. If you are accessing and using the Platform and the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, "you" and "your" will refer to that company or other legal entity.

2. Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Site, App or through other communications. It's important that you review the modified Terms because if you continue to use the Platform and the Services after we've let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms then you may no longer use the Platform and the Services. Because the Platform and the Services are evolving over time we may change or discontinue all or any part of the Platform or the Services, at any time and without notice, at our sole discretion.

3. The Services

Eden provides Services to businesses as set out on the Site. These Services include: Cleaning services; Task work; Handyman work; Technology support; and Other services. Our Platform enables Customers to book a Service, and Eden will assign an applicable Wizard to perform the Service.

4. The Wizards

When you request to book a Service, Eden will assign a Wizard who is capable of performing that Service. Some of the Wizards are (i) employees of Eden; (ii) employees of businesses with which Eden contracts; or (iii) independent contractors engaged by Eden under a separate agreement. Eden is careful in selecting Wizards - as employees, contractors and independent contractors. Irrespective of whether a Wizard is an employee, contractor or an independent contractor of Eden, Eden represents that each Wizard assigned to perform a Service for you is legally authorized to work in the United States.

5. Use of the Services

Accounts and Account Leads. As a Customer, you will be provided with an "Account" for the use of the Platform and Services by your business. It's important that you provide us with accurate, complete and up-to-date information for your Account and you agree to let us know if your Account information needs to be updated. Once an Account has been created for your business, you will be assigned an "Account Lead", to be the main point of contact between your business and Eden.

Booking a Service. You can book a Service through your Account Lead or through the functionality available on the Platform.

Customer Obligations. In connection with each Service, you will: (i) provide Wizard(s) with access to your sites and facilities during normal business hours and as otherwise reasonably required by us to perform the Service; (ii) provide the Wizard with such space and office support (including access to the internet as needed) as the Wizard may reasonably request; and (iii) make available to the Wizard any data, information and any other materials required by the Wizard to perform the Service, either via the Platform or otherwise ("Customer Materials").

Insurance. Customer has or will obtain, hold and maintain in force, during the term of these Terms, a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) for the operation of Customer's business to cover any claims of personal injury or death or tangible or intangible property damage (including loss of use), including for performance of the Services by the Wizards. Customer will maintain a safe working environment for Wizards. Eden represents that the actions of Wizards are covered by general liability and workers' compensation insurance policies.

6. Payment Terms

Service Fees. You, as a Customer, will be charged a fee ("Service Fee") for each Service you select to have performed through the Platform. Unless otherwise stated or described to you when you book a Service, the Service Fee will be calculated on an hourly basis, depending on how long it takes for the Wizard to perform your Service. The applicable total Service Fee will be communicated to you after completion of the Service.

Payment. Subject to Section 6(e), you agree to pay the applicable Service Fee and any other fees and taxes that may accrue in relation to your use of the Service, if any. All fees and payments are non-refundable and non-transferable except as expressly provided in these Terms. We will invoice you for applicable Service Fees. You can also nominate, through the Platform or your Account Lead, a default payment method ("Payment Method"), such as a credit card number. You authorize Eden or its third party payment processor to charge your Payment Method for the Service Fee after the Service you requested has been performed. Otherwise, payment for each invoice is due within 15 days of the invoice date.

Interest. If Eden has not received payment within fifteen (15) days after the due date for payment of the invoice, interest shall accrue on past due amounts at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by law (whichever is less), calculated from the date such amount was due until the date that payment is received by Eden. Customer will reimburse Eden for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any overdue amounts.

Taxes. All amounts referred to in these Terms, including those set forth through the Platform, are stated in U.S. dollars and do not include any taxes. You will be responsible for the payment of any taxes applicable to any payments made hereunder, except taxes based on Eden's income or the income of the Wizards.

Refunds. Eden has no obligation to provide refunds or credits relating to any Services, but may do so in Eden's sole discretion.

Cancellation of a Service. If you want to cancel a Service that you have booked pursuant to Section 5(b) but which has not yet been performed, you may do so through your Account Lead or through the functionality available on the Platform. If you cancel a Service more than 24 hours before the scheduled start time of performance of that Service, you will not be charged or invoiced for any Service Fees in respect of the cancelled Service. However, unless otherwise stated or described to you when you book a Service, if you cancel the Service within 24 hours of the scheduled start time for performance of that Service, you will be charged and you agree to pay a Service Fee equivalent to what would have been charged to you had the applicable Wizard taken one hour to perform the Service.

7. Feedback

We welcome feedback, comments and suggestions for improvements to the Platform and the Services ("Feedback"). You can submit Feedback by emailing us at support@eden.io or through the functionality available on the Platform. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon and otherwise use the Feedback for any purpose.

8. Intellectual Property Rights

App License. Subject to your compliance with these Terms, Eden grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for the purposes of accessing and using the Platform and booking a Service. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Eden reserves all rights in and to the App not expressly granted to you under these Terms.

Eden's Rights. Subject to your rights in the Customer Materials, Eden and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Eden or its personnel in connection with performing the Services (collectively "Eden Materials"), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights ("Intellectual Property Rights") therein and the Platform, including all associated intellectual property rights. You will have no rights in any Eden Materials, or the Platform except as expressly set forth in these Terms.

Customer's Rights. As between Eden and you, you exclusively own all rights, title and interest in and to the Customer Materials, including all Intellectual Property Rights therein. You hereby grant to Eden a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify (for formatting purposes only), distribute, publicly display, publicly perform and distribute Customer Materials in connection with operating and providing the Services and Platform to you.

9. General Prohibitions

You agree not to do any of the following:

Post, upload, publish, submit or transmit any Customer Materials that: (i) infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) are fraudulent, false, misleading or deceptive; (iv) are defamatory, obscene, pornographic, vulgar or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) are violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promote illegal or harmful activities or substances.

Use, display, mirror or frame the Platform, or any individual element within the Platform, Eden's name, any Eden trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Eden's express written consent;

Access, tamper with, or use non-public areas of the Platform, Eden's computer systems, or the technical delivery systems of Eden's providers;

Attempt to probe, scan, or test the vulnerability of any Eden system or network or breach any security or authentication measures;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Eden or any of Eden's providers or any other third party (including another user) to protect the Platform;

Attempt to access or search the Platform or download content from the Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Eden or other generally available third party web browsers;

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

Use any meta tags or other hidden text or metadata utilizing a Eden trademark, logo, URL or product name without Eden's express written consent;

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;

Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;

Collect or store any personally identifiable information from the Site or Platform from other users of the Platform without their express permission;

Impersonate or misrepresent your affiliation with any person or entity;

Violate any applicable law or regulation; or

Encourage or enable any other individual to do any of the foregoing.

Although we're not obligated to monitor access to or use of the Platform or content or to review or edit any content, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including any Customer Materials, you provide to us via the Platform, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform or the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

10. Links to Third Party Websites or Resources

The Platform may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

11. Termination

Term. These Terms commence on the date on which you accept them and, unless terminated earlier, will continue until terminated.

Termination. Eden can cancel your Account, or terminate these Terms or suspend or terminate the performance of any Services in progress, if Customer is in breach of any of its obligations under these Terms, including, but not limited to, not paying Service Fees in a timely manner. You may cancel your Account at any time by sending an email to us at support@eden.io however, unless otherwise agreed between you and Eden, you are not permitted to cancel your Account or terminate these Terms until completion of any Services that you have booked via the Platform. In addition, Eden may terminate these Terms at any time, upon notice to you.

Effect of Termination. Upon termination of these Terms (i) Customer's right to access and use the Platform will immediately terminate; and (ii) all booked Services will be completed (except for Services suspended due to nonpayment by Customer) and Customer will pay Eden in full for all such Services.

Survival. Sections 8 (Intellectual Property Rights), 11(c) (Effect of Termination), 13 (Indemnity), 14 (Limitation of Liability), 15 (Non-Solicitation) and 16 (Dispute Resolution) will survive any termination or expiration of these Terms.

12. Warranty Disclaimers

THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, EDEN EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

13. Indemnity

You will indemnify, defend and hold harmless Eden and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) bodily injury, personal injury (including death) to any person, or damage to tangible property resulting from the negligent or willful acts or omissions of Customer or its personnel; (ii) your access to or use of the Platform; or (iii) your violation of these Terms.

14. Limitation of Liability

IN NO EVENT WILL EDEN BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR THE PLATFORM, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF EDEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EDEN'S TOTAL LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO EDEN BY CUSTOMER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

15. Non-Solicitation

During the term of these Terms and for a period of twelve (12) months thereafter, you will not directly or indirectly solicit the services of any Wizard who participated in the performance of Services for your own benefit or for the benefit of any other person or entity. If any such unauthorized solicitation occurs and results in Customer hiring for employment, or engaging for services, one or more Wizards, you agree to pay Eden liquidated damages in the amount of $20,000 for each such successful solicitation, in addition to any other remedies available to Eden at law.

16. Dispute Resolution

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Any claim, cause of action or dispute between you and Eden arising out of or relating to these Terms, the Platform, the Services and the Customer Materials will be brought exclusively in the federal or state courts located in the Northern District of California, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims.

17. General Terms

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Any claim, cause of action or dispute between you and Eden arising out of or relating to these Terms, the Platform, the Services and the Customer Materials will be brought exclusively in the federal or state courts located in the Northern District of California, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims.

18. Privacy Policy

Customer should refer to Eden's Privacy Policy at www.eden.io/privacy-policy for information on how Eden collects, uses and discloses information from users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

19. Contact Information

If you have any questions about these Terms or the Services please contact Eden at support@eden.io.