Klick Terms of Service

 

Updated: January 16th, 2020

 

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Klick, LLC (“Klick,” “we,” “us” or “our”) governing your use of the Klick application, website, and technology platform (collectively, the “Klick Platform”).

By entering into to this Agreement, and/or by using or accessing the Klick platform (whichever comes first) you expressly acknowledge that you understand this Agreement (including the dispute resolution provisions herein) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE KLICK PLATFORM.

The Klick Platform

The Klick Platform provides a marketplace where persons who seek assistance with assembling objects (“Buyer”) can be matched with persons capable of assembling such objects (“Builders”). Buyers and Builders are collectively referred to as “Users,” and each User shall create a User account that enables access to the Klick Platform. Each person may only create one User account, and Klick reserves the right to shut down any additional accounts. As a User, you authorize Klick to match you with a Buyer or Builder, as the case may be, based on factors such as your location, type of object to be assembled, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. For purposes of this Agreement, the assembly services provided by Builders to Buyers that are matched through the Platform shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each Service provided by a Builder to a User shall constitute a separate agreement between such persons.

Modification to the Agreement

In the event Klick modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Klick reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Klick Platform or Services after any such changes shall constitute your consent to such changes.

Eligibility

The Klick Platform may only be used by individuals who can form legally binding contracts under applicable law. The Klick Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.

Charges

As a Buyer, you understand that request or use of the Services will result in charges to you (“Charges”). Charges include all applicable fees, surcharges, and taxes. Klick has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms or quoting you a price for a specific assembly service at the time you make a request. Pricing may vary based on the type of service you request. You are responsible for reviewing the applicable price quote within the Klick app and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

Assembly Fees.

Klick will quote you a charge for assembly at the time of your request. The quote is subject to change until the request is confirmed in writing by the Buyer and Builder.

Other Charges.

Cancellation Fee. After requesting a Service you may cancel it through the app, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to be present at the place of assembly after requesting a Service.

Other Charges. Other fees and surcharges may apply to your Service, including: state or local fees and processing fees. In addition, where required by law Klick will collect applicable taxes or other costs.

Tips. Following the completion of the Service, you may elect to tip your Builder in cash or through the Klick application. Any tips will be provided entirely to the applicable Builder.

General.

Facilitation of Charges. All Charges are facilitated through a third-party payment processing service. Klick may replace its third-party payment processing services without notice to you. Charges shall only be made through the Klick Platform. With the exception of tips, cash payments are strictly prohibited. Your payment of Charges to Klick satisfies your payment obligation for your use of the Klick Platform and Services.

No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Klick Platform, any disruption to the Klick Platform or Services, or any other reason whatsoever.

Coupons. You may receive coupons that you can apply toward payment of certain Charges upon completion of a Service. Coupons are only valid for use on the Klick Platform, and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined, and if the cost of your Service exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the Service. If you split payment for a Service with another User, your coupon will only apply to your portion of the Charges. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon within the Klick App.

Credit Card Authorization. Upon addition of a new payment method or each Service request, Klick may seek authorization of your selected payment method to verify the payment method, ensure the Service cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. We will not be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

Payments

If you are a Builder, you will receive payment for your provision of Services pursuant to the terms of this Agreement and any other agreement that may be entered into between you and Klick from time to time.

Builders are entitled to a payment for the Services you perform for Buyers as calculated by Klick and agreed upon by Builder when Builder confirms through the Platform to perform the Service. If a Builder cancels the Service, we may charge the Builder a cancellation fee. In addition to the foregoing types of payments that may be earned by Builder, Builder will receive the following payments, if applicable: (i) any tips provided by a Buyer to you and (ii) any damage charges we collect on your behalf.

Klick, through its third party payment processor (currently MyPay Solutions but subject to change by Klick at any time without notice) will be responsible for collecting payments owed to you by Buyers as your limited payment collection agent and you agree that the receipt of such payments by Klick satisfies the Buyer’s obligation to you. Klick expressly reserves the right to adjust or withhold all or a portion of such payment or other payment owed to you (except tips) provided that Klick’s decision to adjust, deduct, or withhold payment shall be exercised in a reasonable manner and Klick will take reasonable steps to remit such payments to you on a weekly basis, subject to Klick’s reasonable business practices and events outside of Klick’s reasonable control. You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that Klick is required to withhold by law.

For example, Klick may suspend Builder or impose a monetary penalty (not to exceed the amount billed for the Services performed) on account of deficient or untimely Services.

Klick Communications

By entering into this Agreement or using the Platform, whichever comes first, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Klick, its affiliated companies and/or Builders, may include but are not limited to: operational communications concerning your User account or use of the Klick Platform or Services, updates concerning new and existing features on the Klick Platform, communications concerning promotions run by us or our third-party partners, and news concerning Klick and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “STOPMARKETING” TO (276) 212-2819 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE KLICK PLATFORM OR THE SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM KLICK (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOP” TO (276) 212-2819 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE KLICK PLATFORM OR THE SERVICES.

Your Information

Your Information is any information you provide, publish or post to or through the Klick Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Klick-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Klick Platform and participate in the Services. Our collection and use of personal information in connection with the Klick Platform and Services is as provided in Klick’s Privacy Policy located at https://klick.works/privacy-policy/. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for the online posting of your Information. You agree to provide and maintain accurate, current, and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Klick to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to exercise the intellectual property (including copyright), publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information, to prepare derivative works, and incorporate into other works, such Information, in each case in any media now known or not currently known. Klick does not assert any ownership over your Information; rather, as between you and Klick, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

You may be able to create or log-in to your Klick User account through online accounts you may have with third party social networking sites (each such account, an "SNS Account"). By connecting to Klick through an SNS Account, you understand that Klick may access, store, and make available any SNS Account content according to the permission settings of your SNS Account (e.g., friends, mutual friends, contacts or following/followed lists (the “SNS Content”)). You understand that SNS Content may be available on and through the Klick Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information.

Promotions and Referral Programs

Klick, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Klick. Klick reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Klick determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.

From time to time, Klick may offer you with incentives to refer others to become new Users of the Klick Platform (the “Referral Program”). These incentives may come in the form of credits, and Klick may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Your participation in the Referral Program is subject to this Agreement and any additional Referral Program rules in effect from time to time.

Restricted Activities

With respect to your use of the Klick Platform and your participation in the Services, you agree that you will not:

impersonate any person or entity;

stalk, threaten, or otherwise harass any person, or carry any weapons;

violate any law, statute, rule, permit, ordinance or regulation;

interfere with or disrupt the Klick Platform or the servers or networks connected to the Klick Platform;

post Information or interact on the Klick Platform or Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;

use the Klick Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;

forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Klick Platform;

“frame” or “mirror” any part of the Klick Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;

modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Klick Platform or any software used on or for the Klick Platform;

rent, lease, lend, sell, redistribute, license or sublicense the Klick Platform or access to any portion of the Klick Platform;

use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Klick Platform or its contents;

link directly or indirectly to any other websites;

transfer or sell your User account, password and/or identification to any other party;

discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or

cause or assist any third party to engage in the restricted activities above.

Builder Representations, Warranties and Agreements

By providing Services as a Builder on the Klick Platform, you represent, warrant, and agree that:

You are liable for any damages caused to a third party’s property and belongings, while representing Klick and performing a service you claimed through Klick and that you will reimburse Klick for any damages in connection with the damages you caused while performing the services in question.

You will dress and present yourself in a courteous and friendly manner wearing toed shoes and sleeves covering the shoulders and not use profanity.

You possess a valid driver’s license and are authorized and medically fit to operate a vehicle and have all appropriate licenses, approvals and authority to provide Services or, alternatively, agree that if you do not possess a valid driver’s license or are otherwise not authorized or fit to operate a vehicle, that you will not drive to or from the location where the Services are to be performed.

You own, or have the legal right to operate, all personal property you use when providing Services, and such personal property is in good operating condition and meets the industry safety standards and all applicable legal requirements, if any.

You will not engage in reckless behavior while performing the Services, permit any third party other than another authorized Builder to accompany you while providing Services , provide Services while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of Users, Klick, or third parties.

You will not attempt to defraud Klick or Buyers on the Klick Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may withhold all applicable payments for the Service(s) in question.

You agree that we, or our designee, may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

You agree at all times while you are a Builder to obtain and maintain at your expense your own valid policy of liability insurance coverage that names you or schedules you for provision of Services in such amounts and with such non-monetary requirements consistent with all applicable legal obligations and as Klick may require from time to time. You shall provide proof of such coverage to Klick from time to time upon Klick’s request.

 

You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

Intellectual Property

All intellectual property rights in the Klick Platform shall be owned by Klick absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Klick Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Klick as of the moment of creation or provision to Klick, whichever occurs first. Klick shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

KLICK and other Klick logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Klick in the United States and/or other countries (collectively, the “Klick Marks”).

You acknowledge that Klick is the owner and licensor of the Klick Marks, including all goodwill associated therewith. You agree that you will not: (1) use, allow others to use, or create any materials that use the Klick Marks or any derivatives of the Klick Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Klick in writing; (2) use the Klick Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Klick Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Klick’s rights as owner of the Klick Marks or the legality and/or enforceability of the Klick Marks, including, challenging or opposing Klick’s ownership in the Klick Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Klick Marks, any derivative of the Klick Marks, any combination of the Klick Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Klick Marks; (5) use the Klick Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

If you create any materials bearing the Klick Marks (in violation of this Agreement or otherwise), you agree that upon their creation Klick exclusively owns all right, title and interest in and to such materials, including any modifications to the Klick Marks or derivative works based on the Klick Marks. You further agree to assign any interest or right you may have in such materials to Klick, and to provide information and execute any documents as reasonably requested by Klick to enable Klick to formalize such assignment.

Klick respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Klick Platform or Services infringe upon your copyrights, please contact us at [email protected].

Disclaimers

The following disclaimers are made on behalf of Klick, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

Klick does not provide assembly services. It is up to the Builder to decide whether or not to offer Services to a Buyer contacted through the Klick Platform, and it is up to the Buyer to decide whether or not to accept Services from any Builder contacted through the Klick Platform. We cannot ensure that a User will complete an arranged Service. We have no control over the quality or safety of the object assembly that occurs as a result of the Services.

The Klick Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Klick Platform and/or the Services, including the ability to provide or receive Services at any given location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the Klick Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Klick Platform will be corrected, or that the Klick Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Klick Platform or Services.

We cannot guarantee that each User is who he or she claims to be. Please use common sense when using the Klick Platform and Services, including looking at the photos of the User you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Klick Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential User prior to engaging in a Service.

Klick is not responsible for the conduct, whether online or offline, of any User of the Klick Platform or Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal property of any User. By using the Klick Platform and participating in the Services, you agree to accept such risks and agree that Klick is not responsible for the acts or omissions of Users on the Klick Platform or participating in the Services.

You are responsible for the use of your User account and Klick expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the Klick Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Klick Platform or through the Services. Please carefully select the type of information that you post on the Klick Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Klick or made available through the Klick Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Klick Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Klick Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Location data provided by the Klick Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Klick, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Klick Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Klick Platform may be accessible to Klick and certain Users of the Klick Platform.

Klick advises you to use the Klick Platform with a data plan with unlimited or very high data usage limits, and Klick shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Klick Platform.

Indemnity

You will forever release, defend, indemnify, and hold Klick and our affiliates, subsidiaries, parents, successors and assigns, and each of our and their respective officers, directors, employees, attorneys, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees and costs) relating to or arising out of your use of the Klick Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including other Users, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Klick Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of any personal property used in or related to the Services, including your provision or receipt of Services; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

IN NO EVENT WILL KLICK, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “KLICK” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE KLICK PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE KLICK PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE KLICK PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT KLICK HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Term and Termination

This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Klick; or b) by either Party immediately, without notice, upon the other Party’s material breach of any provision of this Agreement. In addition, Klick may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services, or fail to comply with rule, permit, ordinance or regulation; (2) you fall below Klick’s star rating or cancellation threshold; (3) Klick has the good faith belief that such action is necessary to protect the safety of the Klick community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Klick’s reasonable satisfaction prior to Klick permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Klick’s satisfaction, this Agreement will not be permanently terminated. All provisions that by their nature should survive the termination or expiration of this Agreement shall survive any termination or expiration of this Agreement.

DISPUTE RESOLUTION AND VENUE

This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia, excluding choice of law rules. Jurisdiction and Venue for any action shall be exclusively in the state or federal courts serving the County of Wythe, Virginia, to which jurisdiction and venue the parties irrevocably consent. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Klick’s business, operations and properties, software (including the Klick app), information about a User made available to you in connection with such User’s use of the Klick Platform, which may include the User’s name, location, contact information and photo (“Confidential Information”) disclosed to you by Klick for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all necessary measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Klick in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Klick with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Klick or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Klick; becomes known to you, without restriction, from a source other than Klick without breach of this Agreement by you and otherwise not in violation of Klick’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Klick to enable Klick to seek a protective order or otherwise prevent or restrict such disclosure. Notwithstanding the generality of the foregoing, You agree not to reverse engineer, disassemble, decompile, or otherwise modify or disclose any Klick software or other tangible or intangible property which contain Confidential Information.

Builder’s Relationship with Klick

As a Builder on the Klick Platform, you acknowledge and agree that you and Klick are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Klick expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Klick; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Klick, and you undertake not to hold yourself out as an employee, agent or authorized representative of Klick. You further acknowledge and agree that you are not an employee of Klick for any purpose, including, inter alia, for purposes of the Fair Labor Standards Act, the Employee Retirement Income Security Act, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act and Income Tax Withholding, or for the purposes of any employee benefit plans or “fringe benefits” which may otherwise be offered by Klick to its employees. You shall be responsible for compliance with all laws and regulations with respect to its provision of Services and for all applicable withholding, self-employment and employment related taxes imposed by any taxing jurisdiction.

Klick does not, and shall not be deemed to, direct or control a Builder generally or in your performance under this Agreement specifically, including in connection with a Builder’s provision of Services or a Builder’s acts or omissions. Each Builder retains the sole right to determine when, where, and for how long he or she will utilize the Klick Platform. Each Builder retains the option to accept or to decline or ignore a Buyer’s request for Services via the Klick Platform, or to cancel an accepted request for Services via the Klick Platform, subject to Klick’s then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, Klick shall have no right to require you to: (a) display Klick’s names, logos or colors on your vehicle(s) or other property; or (b) wear a uniform or any other clothing displaying Klick’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.

You shall at all times while you are a Builder obtain and maintain at your expense your own liability insurance coverage in such amounts and with such non-monetary requirements as Klick may require from time to time. You shall provide proof of such coverage to Klick from time to time upon Klick’s request.

Other Services

In addition to connecting Users, the Klick Platform may enable Users to provide or receive goods or services from other third parties. For example, Users may be able to use the Klick Platform to order a delivery of goods from Amazon (collectively, the “Other Services”). You understand that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through the Klick Platform, you authorize Klick to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that Klick is not responsible and may not be held liable for the Other Services or the actions or omissions of the third- party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Klick Platform.

General

If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Klick, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Klick shall be given by certified mail, postage prepaid and return receipt requested to Klick, LLC, 100 W Main St. 24382 Wytheville, VA. Any notices to you shall be provided to you through the Klick Platform or given to you via the email address or physical you provide to Klick during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Klick with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the Klick Platform or Services, please contact our Customer Support Team at [email protected].