Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

 

IN PARTICULAR, SERVICE REQUESTERS AND SERVICE PROVIDERS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE STATES AND CITIES. SOME STATES AND CITIES HAVE LAWS THAT RESTRICT CERTAIN SERVICES. THESE LAWS ARE OFTEN PART OF ZONING OR ADMINISTRATIVE CODES. IN SOME STATES AND CITIES, SERVICE PROVIDERS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE BEFORE PROVIDING SERVICES. CERTAIN TYPES OF SERVICES MAY BE PROHIBITED ALTOGETHER. LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. SERVICE REQUESTERS AND SERVICE PROVIDERS SHOULD REVIEW LOCAL LAWS BEFORE REQUESTING OR PROVIDING A SERVICE VIA PHLATBED

 

Service

 

Phlatbed provides an online platform that connects Service Requesters who have a need for Services to Service Providers with the ability to provide Services. Services include, but are not limited to, moving or relocating items or goods (collectively, the "Service", "Services", “SERVICE” or “SERVICES”). Services are accessible at http://www.Phlatbed.com and websites through which Phlatbed makes the Services available (collectively, the "Site" or “Sites”) and as applications for mobile devices (the "Application"). By using the Site or Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (the "Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and your participation in the Referral Program (defined below), and constitute a binding legal agreement between you and Phlatbed.

 

Please also read carefully our Privacy Policy at http://www.Phlatbed.com/terms/privacy_policy. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue to use the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.

 

THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH SERVICE REQUESTERS MAY CREATE LISTINGS FOR SERVICE REQUESTS AND SERVICE PROVIDERS MAY LEARN ABOUT AND OFFER SERVICES TO THE SERVICE REQUESTER. YOU UNDERSTAND AND AGREE THAT PHLATBED IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN SERVICE REQUESTERS AND SERVICE PROVIDERS, NOR IS PHLATBED A MOVING COMPANY, SERVICE BROKER, AGENT OR INSURER. PHLATBED HAS NO CONTROL OVER THE CONDUCT OF SERVICE REQUESTERS, SERVICE PROVIDERS, AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

Key Terms and Definitions

 

"pHlatbed Content" means all Content that Phlatbed makes available through the Site, Application or Services, including any Content licensed from a third party, but excluding Member Content.

"Booking Request Period" means the time period starting from the time when a booking is requested by a Service Requester (as determined by Phlatbed in its sole discretion), within which a Service Provider may decide whether to confirm or reject that booking request, as stated on the Site, Application or Services . Different Booking Request Periods may apply in different places.

"Collective Content" means Member Content and pHlatbed Content.

"Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

"Service Requester" means a Member who requests from a Service Provider a booking of Services  via the Site, Application or Services , or a Member who utilizes Services  and is not the Service Provider for such Service Provider OR Service Requester.

"Service Provider" means a Member who creates a Listing via the Site, Application and Services .

"Listing" means Services  listed by a Service Provider as available via the Site, Application, and Services .

"Member" means a person who completes Phlatbed's account registration process, including but not limited to Service Requesters and Service Providers, as described under "Account Registration" below.

"Member Content" means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing or Member profile to be made available through the Site, Application or Services.

"Service Fees" means collectively the Service Requester Fees and the Service Provider Fees.

"Service Requester" means a Member who requests from a Service Provider a booking of Services via the Site, Application or Services, or a Member who utilizes Services and is not the Service Provider for such Service Provider or Service Requester.

"Service Requester Fees" means the fee that Phlatbed charges a Service Requester for the use of the Services, which is calculated as a percentage of the applicable Services Fees and any insurance fees the Service Requester accepts. The Service Requester Fees will be displayed to the Service Requester when the Service Requester is asked whether to send a booking request to a Service Provider.

"Service Provider” or “Driver" means a Member who creates a Service or Driver profile Listing via the Site, Application and Services.

"Service Provider Fees" means the fee that Phlatbed charges a Service Provider for the use of the Services, which is calculated as a percentage of the applicable Services Fees. The Service Provider Fees will be displayed to the Service Provider when the Service Provider is asked whether to confirm or reject a booking request from a prospective Service Requester.

"Service Provider Fees" Social Networking Site, for example Facebook.

"Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and Services  taxes (GST), transient taxes, tourist or other visitor taxes, service taxes, fees (such as processing fees) that Services providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.

"Total Fees" means collectively the Services Fees and the Service Requester Fees plus any Taxes.

 

Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

 

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT

 

If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

 

Modification

 

Phlatbed reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.

 

Eligibility

 

The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.

 

How the Site, Application and Services  Work

 

The Site, Application and Services can be used to facilitate the listing and booking of moving requests. Moving requests may originate and terminate from residential and other properties. Such Services are included in Listings on the Site, Application and Services by Service Providers. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book Services or create a moving job Listing you must first register to create an Phlatbed Account (defined below).

 

As stated above, Phlatbed makes available an online platform or marketplace with related technology for Service Requestors and Service Providers / Drivers to meet online and arrange for bookings of Services directly with each other. Phlatbed is not an owner or operator of vehicles or the associated properties, nor does Phlatbed set driver hours or provide tools used in providing moving services, including, but not limited to, vehicles, fuel, mobile phones, computers, cell phone service, insurance, workers compensation, food, accommodation, extra labor, or moving related Services, nor is it a provider of properties, including, but not limited to, hotel rooms, motel rooms, other lodgings or Services and Phlatbed does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including, but not limited to, furniture, bulk items, dump trucks, or transportation or Services. Unless explicitly specified otherwise in the Phlatbed platform, Phlatbed's responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited payment collection agent of each Service Provider for the purpose of accepting payments from Service Requestor on behalf of the Service Provider.

 

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE SERVICE PROVIDERS AND SERVICE REQUESTERS CONNECTING AND BOOKING SERVICES DIRECTLY WITH EACH OTHER. PHLATBED CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY SERVICES. PHLATBED IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND SERVICES. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISKK.

 

Account Registration

 

In order to access certain features of the Site and Application, and to book Services or create a Listing, you must register to create an account ("Phlatbed Account") and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.

 

Your Phlatbed Account and your Phlatbed Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Phlatbed Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Phlatbed reserves the right to suspend or terminate your Phlatbed Account and your access to the Site, Application and Services if you create more than one (1) Phlatbed Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Phlatbed Account, whether or not you have authorized such activities or actions. You will immediately notify Phlatbed of any unauthorized use of your Phlatbed Account.

 

You can also register to join by logging into your account with certain third-party social networking sites ("SNS") (including, but not limited to, Facebook; each such account, a "Third-Party Account"), via our Site or Application. As part of the functionality of the Site, Application and Services, you may link your Phlatbed Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Phlatbed through the Site, Services or Application; or (ii) allowing Phlatbed to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Phlatbed and/or grant Phlatbed access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Phlatbed to pay any fees or making Phlatbed subject to any usage limitations imposed by such third-party service providers. By granting Phlatbed access to any Third-Party Accounts, you understand that Phlatbed will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Site, Services and Application via your Phlatbed Account and Phlatbed Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Phlatbed Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Phlatbed's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Phlatbed Account and your Third-Party Accounts, at any time, by accessing the "Settings" section of the Site and Application.

 

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Phlatbed makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Phlatbed is not responsible for any SNS Content.

 

Services  Listings

 

As a Member, you may create Listings / moving requests. To create a Listing, you will be asked a variety of questions about the Services to be listed, including, but not limited to, the location, capacity, size, features, and availability of the Services and pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all Services must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. Other Members will be able to book your Services via the Site, Application and Services based upon the information provided in your Listing. You understand and agree that once a Service Requester requests a booking of your Service, you may not request the Service Requester to pay a higher price than in the booking request.

 

You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the booking of, or a Service Requester's use of, Services in a Listing you post (i) will not breach any agreements you have entered into with any third parties, such as service associations, unions, purchasing or rental agreements, and (ii) will (a) be in compliance with all applicable laws (such as zoning laws and laws governing commercial transactions, residential and other properties), Tax requirements, and rules and regulations that may apply to any Services included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties.

 

Phlatbed assumes no responsibility for a Service Provider's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Phlatbed reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Phlatbed, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Phlatbed's then-current Policies and Community Guidelines, or otherwise harmful to the Site, Application or Services.

 

If you are a Service Provider, you understand and agree that Phlatbed does not act as an insurer or as your contracting agent. If a Service Requester requests a booking of your Services and uses your Services, any agreement you enter into with such Service Requester is between you and the Service Requester, and Phlatbed is not a party to it. Notwithstanding the foregoing, Phlatbed Payments serves as the limited authorized payment collection agent of the Service Provider for the purpose of accepting, on behalf of the Service Provider, payments from Service Requesters of such amounts stipulated by the Service Provider (including processing or other fees and/or Taxes)

 

When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request or respond to your moving job request, or as a Driver a booking of your Services, such as requiring Members to have a profile picture, including a picture of their vehicle if a Driver, or verified phone number, in order to book your Service as a Driver, or respond to your moving request as a Service Requester. Any Member wishing to book Services included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the "How it Works" and “FAQ” section of the Site, Application and Services.

 

If you are a Service Provider, Phlatbed makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm or preapprove for booking for your Service Provision OR as a Customer. You acknowledge and agree that, as a Service Provider, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Services at your request or invitation, excluding the Service Requester (and the individuals the Service Requester invites to the Service Provider or Service Requester, if applicable

 

Phlatbed recommends that Service Providers obtain appropriate vehicle and liability insurance for their Services. Please review any insurance policy that you may have for your Services carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Service Requesters (and the individuals the Service Requester invites to the Service Provider or Service Requester, if applicable) while at your Service Provider or Service Requester.

 

Phlatbed may offer Service Provider or Service Requester the option of having photographers take photographs of their Services. If you as a Service Provider choose to have a photographer do this, the photographs taken will be made available to you to include in your Listing with a watermark or tag bearing the words "Phlatbed.com Verified Photo" or similar wording ("Verified Images"). You agree that you alone are responsible for ensuring that your Listing is accurately represented in the Verified Images. You alone are responsible for using the Verified Images and you warrant that you will cease to use the Verified Images or any other images if such images cease to accurately represent your Listing. All images, materials and content created by these photographers, including Verified Images, constitute Phlatbed Content, regardless of whether you include them in your Listing. You agree that Phlatbed may use the Verified Images for advertising, marketing, commercial and other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation.

 

No Endorsement

 

Phlatbed does not endorse any Member or any Service Provider or Service Requester. You understand that Verified Images are intended only to indicate a photographic representation of the Services at the time the photograph was taken. Verified Images are therefore not an endorsement by Phlatbed of any Member or any Service Provider or Service Requester. Members are required by these Terms to provide accurate information, and although Phlatbed may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any Member or the Member's purported identity or background.

 

Any references in the Site, Application or Services to a Member being "verified" or "connected" (or similar language) only indicate that the Member has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Phlatbed about any Member, including of the Member's identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site, Application and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to stay with a Service Provider or to accept a booking request from a Service Requester, or to have any other interaction with any other Member. Except as provided in the Phlatbed Service Provider Guarantee Terms and Conditions ("Phlatbed Service Provider Guarantee"), which is an agreement between Phlatbed and Service Providers, we are not responsible for any damage or harm resulting from your interactions with other Members.

 

By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Phlatbed with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or Listings made by you. This limitation shall not apply to any claim by a Service Provider against Phlatbed regarding the remittance of payments received from a Service Requester by Phlatbed on behalf of a Service Provider, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".

 

Bookings and Financial Terms

 

If you are a Service Provider and a booking is requested for your Services via the Site, Application or Services, you will be required to either confirm or reject the booking request within the Booking Request Period otherwise the booking request will automatically expire. When a booking is requested via the Site, Application or Services, we will share with you (i) the first and last name of the Service Requester who has requested the booking, (ii) a link to the Service Requester's Phlatbed Account profile page, (iii) if the Service Requester and Service Provider have both connected their Phlatbed accounts to SNS, the names of any members of an SNS with whom you are "friends" or associated on the SNS if such individuals are also "friends" or associated with the Service Requester on such SNS, and (iv) an indication of whether or not the Service Requester has provided other information to Phlatbed, such as a verified email address, connection to SNSs, or a government ID. If you are unable to confirm or decide to reject a booking request within the Booking Request Period, any amounts collected by Phlatbed for the requested booking will be refunded to the applicable Service Requester's credit card and any pre-authorization of such credit card will be released. When you confirm a booking requested by a Service Requester, Phlatbed will send you an email, text message or message via the Application confirming such booking, depending on the selections you make via the Site, Application and Services.

 

Phlatbed Payments will collect the Total Fees at the time of booking confirmation (i.e. when the Service Provider confirms the booking request) and will initiate payment of the Services Fees (less Phlatbed's Service Provider Fees and any Taxes in respect of the Service Provider Fees, such as VAT in Europe) to the Service Provider within the Phlatbed payout period after the Service Requester arrives at the applicable Services (except to the extent that a refund is due to the Service Requester). The time it takes for the Service Provider to receive payouts may depend upon the payout method chosen by the Service Provider. Some methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their Services on the Service Provider, including by deducting their charges from the payout amount.

 

If you owe or agree to pay any amount via Phlatbed Payments to Phlatbed (whether as a result of your bookings or actions as a Service Requester or otherwise), then Phlatbed Payments may (but is not obliged to) withhold the amount owing to Phlatbed from any payout amounts due to you as a Service Provider, and use the withheld amount to set off the amount owed by you to Phlatbed. If Phlatbed Payments does so, then your obligation to pay Phlatbed will be extinguished to the extent of the amount withheld by Phlatbed Payments, and Phlatbed will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld. In addition to the amount due, if your account is delinquent or you otherwise have chargebacks on your account, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees, or other third party charges. You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Phlatbed by you. Such communication may be made by Phlatbed or by anyone on its behalf, including but not limited to a third party collection agent.

Phlatbed Payments as Limited Payment Collection Agent for Service Provider

Each Service Provider hereby appoints Phlatbed Payments as the Service Provider's limited payment collection agent solely for the purpose of accepting the Services Fees from Service Requesters..

Each Service Provider agrees that payment made by a Service Requester through Phlatbed Payments, shall be considered the same as a payment made directly to the Service Provider, and the Service Provider will make the Services available to the Service Requester in the agreed-upon manner as if the Service Provider has received the Services Fees. Each Service Provider agrees that Phlatbed may, in accordance with the cancellation policy selected by the Service Provider and reflected in the relevant Listing, (i) permit the Service Requester to cancel the booking and (ii) refund (via Phlatbed Payments) to the Service Requester that portion of the Services Fees specified in the applicable cancellation policy. Each Service Provider understands that as Phlatbed Payments accepts payments from Service Requester as the Service Provider's limited payment collection agent and that Phlatbed Payments' obligation to pay the Service Provider is subject to and conditional upon successful receipt of the associated payments from Service Requester. Phlatbed does not guarantee payments to Service Providers for amounts that have not been successfully received by Phlatbed Payments from Service Requester. In accepting appointment as the limited authorized agent of the Service Provider, Phlatbed Payments assumes no liability for any acts or omissions of the Service Provider.

Please note that Phlatbed does not currently charge fees for the creation of Listings. However, you as a Service Provider acknowledge and agree that Phlatbed reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that Phlatbed will provide notice of any Listing fee collection via the Site, Application and Services, prior to implementing such a Listing fee feature.

 

Bookings and Financial Terms for PROVIDERS and REQUESTERS :

 

The Service Providers, not Phlatbed, are solely responsible for honoring any confirmed bookings and making available any Services reserved through the Site, Application and Services. If you, as a Service Requester, choose to enter into a transaction with a Service Provider for the booking of an Service Provider or Service Requester, you agree and understand that you will be required to enter into an agreement with the Service Provider and you agree to accept any terms, conditions, rules and restrictions associated with such Services imposed by the Service Provider. You acknowledge and agree that you, and not Phlatbed, will be responsible for performing the obligations of any such agreements, that Phlatbed is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Phlatbed disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that Phlatbed is not a party to the agreement between you and the Service Provider, Phlatbed Payments acts as the Service Provider's payment collection agent for the limited purpose of accepting payments from you on behalf of the Service Provider. Upon your payment of the Total Fees to Phlatbed Payments, your payment obligation to the Service Provider for the Services Fees is extinguished, and Phlatbed Payments is responsible for remitting the Services Fees (less the Service Provider Fees and any Taxes in respect of the Service Provider Fees, such as VAT in Europe), in the manner described in these Terms. In the event that Phlatbed Payments does not remit any such amounts as described in these Terms, such Service Provider will have recourse only against such Phlatbed entity.

 

The Total Fees payable will be displayed to a Service Requester before the Service Requester sends a booking request to a Service Provider. As noted above, the Service Provider is required to either confirm or reject the booking request within the Booking Request Period; otherwise, the requested booking will be automatically cancelled. If a requested booking is cancelled (i.e. not confirmed by the applicable Service Provider), any amounts collected by Phlatbed Payments will be refunded to such Service Requester, depending on the selections the Service Requester makes via the Site and Application, and any pre-authorization of such Service Requester's credit card will be released, if applicable.

 

You as a Service Requester agree to pay Phlatbed for the Total Fees for any booking requested in connection with your Phlatbed Account if such requested bookings are confirmed by the applicable Service Provider. In order to establish a booking pending the applicable Service Provider's confirmation of your requested booking, you understand and agree that Phlatbed Payments, on behalf of the Service Provider, reserve the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting (e.g. one euro or one British pound), to verify your credit card. As a general rule, Phlatbed Payments will collect the Total Fees due once Phlatbed receives confirmation of your booking from the applicable Service Provider; if necessary, Total Fees may instead be collected at a later point. Please note that Phlatbed cannot control any fees that may be charged to a Service Requester by his or her bank related to Phlatbed's collection of the Total Fees, and Phlatbed disclaims all liability in this regard.

 

In connection with your requested booking, you will be asked to provide customary billing information such as name, billing address and credit card information either to Phlatbed Payments or its third-party payment processor(s). You agree to pay Phlatbed Payments for any confirmed bookings made in connection with your Phlatbed Account in accordance with these Terms by one of the methods described on the Site or Application, e.g. by PayPal or credit card. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by Phlatbed Payments or indirectly, via a third-party online payment processor or by one of the payment methods described on the Site or Application. You also authorize Phlatbed Payments to charge your credit card in the event of damage caused by Services as contemplated under "Damage to Services" below and for Security Deposits, if applicable. If you are directed to Phlatbed Payments' third-party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the Services. Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.

 

Background Screening Fee

 

Phlatbed charges a flat fee for all background security screening for Drivers at signup. This is nonrefundable and does not guarantee approval. Background screening covers Federal, State, Local, Sex Offender Registry, Motor Vehicle, and Insurance verification. This process takes 2 - 48 hours. Upon approval, the Driver will be notified via email and will immediately begin to accept moving jobs, and linking their payment accounts for receiving payments from Phlatbed.

As stated above, Phlatbed makes available an online platform or marketplace with related technology for Service Requesters and Service Providers to meet online and arrange for bookings of Services directly with each other. Phlatbed is not an owner or operator of vehicles, nor does Phlatbed set driver hours or provide tools used in providing moving services, including, but not limited to, vehicles, fuel, mobile phones, computers, cell phone service, insurance, workers compensation, food, accommodation, extra labor, etc., and Phlatbed does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including, but not limited to, furniture, bulk items, dump trucks, or transportation or Services. Unless explicitly specified otherwise in the Phlatbed platform, Phlatbed's responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited payment collection agent of each Service Provider for the purpose of accepting payments from Service Requesters on behalf of the Service Provider.

 

Service Fees

 

In consideration for the use of Phlatbed's online marketplace and platform, Phlatbed charges the Service Fees. Where applicable, Taxes (such as VAT in Europe) may also be charged in respect of the Service Provider Fees and Service Requester Fees. Phlatbed Payments deducts the Service Provider Fees from the Services Fees before remitting the balance to the Service Provider as described in these Terms. Service Requester Fees are, as noted above, included in the Total Fees.

Balances will be remitted by Phlatbed Payments to Service Providers via check, PayPal, direct deposit or other payment methods, as described on the Site or via the Application, in the Service Provider's currency of choice, depending upon the selections the Service Provider makes via the Site, Application and Services. Amounts may be rounded up or down as described the "Rounding Off" section below.

Please note that Phlatbed Payments may impose or deduct foreign currency processing costs on or from any payments or payouts by Phlatbed in currencies other than U.S. dollars. More information on any such costs or deductions will be available via the Site and Application. More information on Services Fees can be found at www.Phlatbed.com/help, except as otherwise provided herein, Service Fees are non-refundable.

 

Cancellations and Refunds

 

If, as a Service Requester, you cancel your requested booking before the requested booking is confirmed by a Service Provider, Phlatbed Payments will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the requested booking within a commercially reasonable time. If, as a Service Requester, you wish to cancel a confirmed booking made via the Site, Application and Services, either prior to or after arriving at the Service Provider OR Service Requester, the cancellation policy of the Service Provider contained in the applicable Listing will apply to such cancellation. Our ability to refund the Services Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and Application. The Service Requester Fee is non-refundable regardless of the cancellation policy selected by the Service Provider.

 

If a Service Provider cancels a confirmed booking made via the Site, Services, and Application, (i) Phlatbed Payments will refund the Total Fees for such booking to the applicable Service Requester within a commercially reasonable time of the cancellation and (ii) the Service Requester will receive an email or other communication from Phlatbed containing alternative Listings and other related information. If the Service Requester requests a booking from one of the alternative Listings and the Service Provider associated with such alternative Listing confirms the Service Requester's requested booking, then the Service Requester agrees to pay Phlatbed the Total Fees relating to the confirmed booking for the Services in the alternative Listing in accordance with these Terms. If a Service Provider cancelled a confirmed booking and you, as a Service Requester, have not received an email or other communication from Phlatbed, please contact Phlatbed.

 

If, as a Service Provider, you cancel a confirmed booking, you agree that Phlatbed may apply penalties or consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that a reservation was cancelled, (ii) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled booking, or (iii) imposing a cancellation fee (to be withheld from your future payouts or charged to the credit card on file in your Phlatbed Account). You will be notified of the situations in which a cancellation fee applies before you decide to cancel.

 

In certain circumstances, Phlatbed may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Site, Application and Services . This may be for reasons set forth in Phlatbed's Extenuating Circumstances policy or for any other reason. Phlatbed Payments may also determine, in its sole discretion, to refund to the Service Requester part or all of the amounts charged to the Service Requester in accordance with the Service Requester Refund Policy. You agree that Phlatbed and the relevant Service Requester or Service Provider will not have any liability for such cancellations or refunds. If, as a Service Provider, your Service Requester cancels a confirmed booking or Phlatbed decides that it is necessary to cancel a confirmed booking, and Phlatbed issues a refund to the Service Requester in accordance with the Service Requester Refund Policy or other applicable cancellation policies, you agree that in the event you have already been paid Phlatbed shall be entitled to recover the amount of any such Service Requester refund from you, including by subtracting such refund amount out from any future Services Fees due to you.

 

Recurring Payments

 

In some instances, Service Requester may be required to make recurring, incremental payments toward the Total Fees owed for a confirmed booking before beginning his or her stay at the applicable Services (collectively, "Recurring Payments"). More information on Recurring Payments will be made available via the Site, Application and Services, if applicable. If Recurring Payments apply to a confirmed booking, then the Service Requester authorizes Phlatbed Payments, on behalf of the Service Provider, to collect the Total Fees and the Service Provider agrees that such Phlatbed entity will initiate payouts to the Service Provider, in the increments and at the frequency associated with the applicable Recurring Payments, each as identified on the Site, Application and Services.

 

Rounding Off

 

Phlatbed may, in its sole discretion, round up or round down amounts that are payable from or to Service Requesters or Service Providers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Phlatbed will round up an amount of $101.50 to $102.00, and $101.49 to $101.00. Some currencies are denominated in large numbers. In those cases, Phlatbed may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Phlatbed to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

 

Payment Processing Errors

 

We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.

 

Donations

 

Some Service Providers may pledge to donate a portion of the funds they receive from confirmed bookings made via the Site, Application and Services to a particular cause or charity. We do not take any responsibility or liability for whether the Service Provider does in fact make the donation he or she pledged to make. In such cases, the Service Provider in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.

 

Taxes

 

Tax regulations may require us to collect appropriate tax information from our Service Providers, or to withhold taxes from payouts to Service Providers, or both. For instance, IRS regulations stipulate that we must collect an IRS Form W-9 from our US Service Providers, and an appropriate IRS Form W-8 (e.g. Form W-8BEN) from non-US Service Providers with at least one Listing in the US. You as a Service Provider are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as a Service Provider fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payments to you (e.g. where you are a US Service Provider and you fail to provide us with a completed IRS Form W-9), we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.

You as a Service Provider understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Phlatbed cannot and does not offer Tax-related advice to any Members. Where applicable, or based upon request from a Service Provider, Phlatbed may issue a valid VAT invoice to such Service Provider.

You understand and acknowledge that appropriate governmental agencies, departments or authorities (the "Tax Authority") where your Services is located may require Taxes to be collected from Service Requesters or Service Providers on the amount paid for the right to use and/or Service of Services , and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these taxes may be required to be collected and remitted as a percentage of the Services Fees set by Service Providers, a set amount per day, or other variations, and are sometimes called "service taxes," "congestion taxes," "transient taxes," "sales and use taxes," "value added taxes," (hereafter, "Service Taxes").

 

Tax Collection and Remittance

 

In certain jurisdictions, Phlatbed may decide in its sole discretion to facilitate collection and remittance of Service Taxes from or on behalf of Service Requesters or Service Providers, in accordance with your directions in this Agreement ("Collection and Remittance") if such tax jurisdiction asserts Phlatbed or Service Providers have a tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, whether you are a Service Requester or Service Provider, in lieu of the Service Provider collecting Service taxes from Service Requesters and remitting to the Tax Authority, you hereby instruct and authorize Phlatbed to collect Service Taxes from Service Requesters on the Service Provider's behalf at the time Services Fees are collected, and to remit such Service Taxes to the Tax Authority. When Phlatbed facilitates Collection and Remittance of Service Taxes in a jurisdiction for the first time, Phlatbed will provide notice to existing Service Providers with Listings for Services in such jurisdictions. When a new listing is created in a jurisdiction where Phlatbed facilitates Collection and Remittance of Service Taxes, the Service Provider will be notified in the listing creation flow.

The amount of Service Taxes, if any, collected and remitted by Phlatbed will be visible to and separately stated to both Service Requesters and Service Providers on their respective transaction documents. Where Phlatbed is directly facilitating Collection and Remittance, Service Requesters and Service Providers agree that Service Providers are not permitted to attempt collection, or collect any Service Taxes relating to their Services on Phlatbed in that such jurisdiction. You expressly agree to release, defend, indemnify, and hold Phlatbed and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to Service Taxes, including, without limitation, the applicability of, calculation, collection or remittance of Service Taxes in any amount or at all as to your transactions or Services . For any jurisdiction in which we facilitate Collection and Remittance, Service Providers and Service Requesters expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to them or to their Transactions, Bookings, Services and Service Taxes, including, but not limited to, personally identifiable information such as Service Provider or Service Requester's name, listing addresses, transaction dates and amounts, tax identification number(s), the amount of taxes collected from Service Requesters or allegedly due, contact information and similar information, to the relevant Tax Authority.

 

Opt-in to Service Provider Remittance of Taxes

 

In other jurisdictions, Phlatbed may decide in its sole discretion to facilitate Service Tax collection on behalf of Service Providers and Service Requesters in accordance with a Service Provider's direction to opt in to a specific Service Tax line item in the booking process, in which the Service Provider directs that Service Taxes from Service Requesters be sent directly to the Service Provider so that the Service Provider will remit such taxes directly to Tax Authority ("Opt-in for Service Provider Remittance"). In any jurisdiction in which we decide to facilitate Collection by Opt-in for Service Provider Remittance, whether you are a Service Requester or Service Provider, you hereby instruct and authorize Phlatbed to send Service Taxes received from Service Requesters at the time Services Fees are collected to the Service Provider who is obligated to send such taxes to the Tax Authority directly. If Phlatbed offers and a Service Provider selects Opt-in for Service Provider Remittance in any jurisdiction, Service Providers and Service Requesters remain solely responsible and liable for the payment and remittance of any and all taxes that may apply to Services; you agree and understand that Phlatbed is not responsible for, and will not send any such Service Taxes to the Tax Authority under Opt-in to Service Provider Remittance of Taxes. You hereby agree that through third party payment processors, Phlatbed is merely processing your election and direction to have Service Taxes from Service Requesters sent directly to the Service Provider for remittance by the Service Provider to the Tax Authority, and that You will remit all amounts collected from Service Requesters as Service Taxes to such Tax Authority. You expressly agree to release, defend, indemnify, and hold Phlatbed and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to Service Taxes, including, without limitation, the applicability of, calculation of, collection of Service Taxes in any amount or at all as to your transactions or Services . For any jurisdiction in which we facilitate Opt-in for Service Provider Remittance, Service Providers and Service Requesters expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to them or to their Transactions, Bookings, Services and Service Taxes, including, but not limited to, personally identifiable information such as Service Provider or Service Requester's name, listing addresses, transaction dates and amounts, tax identification number(s), the amount of taxes received by Service Providers from Service Requesters, or allegedly due, contact information and similar information, to the relevant Tax Authority.

 

Miscellaneous Service Tax Provisions

 

Whether you are a Service Requester or Service Provider, you agree that any claim or cause of action relating to Phlatbed's facilitation of Opt-in Remittance or Collection and Remittance of Taxes shall not extend to any supplier or vendor that may be used by Phlatbed in connection with facilitation of Opt-in Remittance or Collection and Remittance of Service Taxes, if any. Service Requesters and Service Providers agree that we may seek additional amounts from You in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Service Taxes collected is a refund of Service Taxes collected by Phlatbed from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

 

In any jurisdiction in which we have not provided notice of, or are not facilitating (or are no longer facilitating) the collection or remittance of Service Taxes by Collection and Remittance, Opt-in for Service Provider Remittance or any other means or method, in your jurisdiction, Service Providers and Service Requesters remain solely responsible and liable for the collection and/or remittance of any and all Service Taxes that may apply to Services. Service Providers and Service Requesters acknowledge and agree that in some jurisdictions, Phlatbed may decide not to facilitate collection or remittance of Service Taxes or may not be able to facilitate the collection and/or remittance of Service Taxes, and nothing contained in this Agreement is a representation or guarantee that Phlatbed will facilitate collection and/or remittance of Service Tax anywhere at all, including in any specific jurisdiction, or that Phlatbed will continue to facilitate any collection or remittance of Service Tax in any specific jurisdiction in which it may have been offered. Phlatbed reserves the right, in its sole determination, to cease any facilitation of any collection and remittance of Service Tax (regardless of method used or to be used in the future) for any reason or no reason at all, provided that it will give Service Providers reasonable notice in any jurisdiction in which Phlatbed determines to cease any such facilitation.

 

Damage to Services

 

As a Service Provider, you are responsible for providing the Services under the terms agreed upon prior to service delivery. You acknowledge and agree that, as a Service Requester, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the service engagement. As a Service Requester, you agree to providing remuneration payment to the Service Provider based on agreed upon terms. In the event that a Service Provider claims otherwise and provides evidence, including but not limited to photographs or actions by the requester, you agree to pay the cost of service delivery or the equivalent. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card or payment record on file in your Phlatbed Account. Phlatbed also reserves the right to charge the credit card on file in your Phlatbed Account, or otherwise collect payment from you and pursue any avenues available to Phlatbed in this regard, including any Deposits, in situations in which you have been determined, in Phlatbed's sole discretion, to have damaged any Service equipment used during service provision to or by the provider or requester, including, but not limited to, in relation to any payment requests made by Service Providers under the Phlatbed Service Provider Guarantee, and in relation to any payments made by Phlatbed to Service Providers. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Services to the applicable Service Provider or to Phlatbed (if applicable).

Both Service Requesters and Service Providers agree to cooperate with and assist Phlatbed in good faith, and to provide Phlatbed with such information and take such actions as may be reasonably requested by Phlatbed, in connection with any complaints or claims made by Members relating to Services or any personal or other property located at Services (including, without limitation, payment requests made under the Phlatbed Service Provider Guarantee) or with respect to any investigation undertaken by Phlatbed or a representative of Phlatbed regarding use or abuse of the Site, Application or the Services . If you are a Service Requester, upon Phlatbed's reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Service Provider, at no cost to you, which process will be conducted by Phlatbed or a third party selected by Phlatbed or its insurer, with respect to losses for which the Service Provider is requesting payment from Phlatbed under the Phlatbed Service Provider Guarantee.

If you are a Service Requester and/or provider, you understand and agree that Phlatbed may make a claim under your service, vehicle or other insurance policy related to any damage or loss that you may have caused or been responsible for or to Services or any personal or other property located at Services location (including without limitation amounts paid by Phlatbed under the Phlatbed Service Provider Guarantee). You agree to cooperate with and assist Phlatbed in good faith, and to provide Phlatbed with such information as may be reasonably requested by Phlatbed, in order to make a claim under your homeowner's, renter's or other insurance policy, including, but not limited to, executing documents and taking such further acts as Phlatbed may reasonably request to assist Phlatbed in accomplishing the foregoing.

 

Additional Services outside agreed upon service provision

 

Service Requesters agree that a confirmed reservation for service is merely a license granted by the Service Provider to the Service Requester to use the Service Providers services a limited duration from the confirmed reservation and in accordance with the Service Requester's agreement with the Service Provider. Service Requesters further agree to use the Services no later than the service delivery and completion time that the Service Provider specifies in the Listing or such other time as mutually agreed upon between the Service Provider and Service Requester. If a Service Requester utilizes services past and beyond the scope of agreed terms or past the agreed upon tasks without the Service Provider's consent, they no longer have a license to utilize the Service Provider’s services and are subject to additional service fees. In addition, Service Requesters agree that the Service Provider can charge the Service Requester, for each 24 hour period that the Service Requester utilizes service over the agreed period additional Services Fees beyond the originally agreed amount paid by the Service Requester to cover the inconvenience suffered by the Service Provider, plus all applicable Service Fees, Taxes, and any legal expenses incurred by the Service Provider. Service Requesters agree that Phlatbed Payments, in its role as limited collection agent for the Service Provider, shall charge the Service Requester's credit card or other payment methods it has on file to collect these Additional Sums. In addition, Phlatbed Payments may recover any costs and expenses it incurs in collecting the Additional Sums by charging the Service Requester's credit card or other payment method on file.

 

Foreign Currency

 

Phlatbed's online platform facilitates bookings between Service Requesters and Service Providers who may prefer to pay and to receive payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. Although the Phlatbed platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location. Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time. Key definitions

"Display Currency" means the currency in which users view Listing prices on the Phlatbed platform. Service Requesters may choose and change the Display Currency in order to view the pricing for a Listing in a number of different supported currencies.

"Booking Currency" means the currency in which a Service Requester has to pay for his or her booking. At the time the Service Requester submits a booking request, the Phlatbed platform will select the Booking Currency, based on the Service Requester's country of origin and the payment methods available for that country. Phlatbed supports only a certain number of currencies as Booking Currencies. The Booking Currency for a booking may be different from the relevant Listing Currency.

"Listing Currency" means the currency in which a Listing's price is set. The Listing Currency is set by the Service Provider.

"Payout Currency" means the currency in which a Service Provider's payout will be paid to the Service Provider. The Payout Currency is set by the Service Provider.

"Base Exchange Rate" means a system-wide rate used by Phlatbed for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up by Phlatbed. Phlatbed establishes the Base Exchange Rate using data from one or more third parties such as OANDA (http://www.oanda.com). or Paypal (http://www.paypal.com)

"Adjusted Exchange Rate" means a rate for foreign currency conversion that is calculated by adding a mark-up to the Base Exchange Rate. This mark-up represents a charge imposed by Phlatbed for its holding costs and foreign currency risks. Foreign currency conversions on the Phlatbed platform

Phlatbed Payments will process a foreign currency conversion in the following situations:

 

     The Display Currency is different from the Listing Currency when a user views a Listing: Phlatbed will calculate the estimated Total Fees in the Display Currency, by applying either the Base Exchange Rate or the Adjusted Exchange Rate at the time of the view to the estimated Total Fees in the Listing Currency. The Adjusted Exchange Rate will be applied if the Display Currency is a supported Booking Currency, and it is different from the Listing Currency. Otherwise, the Base Exchange Rate will be applied.

 

     The Booking Currency is different from the Listing Currency when a Service Requester submits a booking request for a Listing: Phlatbed will calculate the Total Fees in the Booking Currency, by applying either the Base Exchange Rate or the Adjusted Exchange Rate at the time of the booking request to the Total Fees in the Listing Currency. The Service Requester will be able to view the actual exchange rate applied. The Service Requester Fee, which is a percentage of the applicable Services Fees, will be calculated based on the Services Fees in the Booking Currency (i.e. after conversion from the Listing Currency). The Adjusted Exchange Rate will be applied if the Display Currency is the same as the Booking Currency, and it is different from the Listing Currency for the Listing. Otherwise, the Base Exchange Rate will be applied.

 

     The Payout Currency is different from the Listing Currency when Phlatbed initiates a payout: generally, Phlatbed will calculate the payout to the Service Provider, by applying the Base Exchange Rate on the date that Phlatbed initiates the payout to the Services Fees (less Phlatbed's Service Provider Fees and any Taxes in respect of the Service Provider Fees, such as VAT in Europe) in the Listing Currency. The Service Provider will be able to view the actual exchange rate applied in his or her transaction history in the Site or Application. In some cases where the payout method selected by the Service Provider involves certain third-party payment processors (such as Western Union), (i) Phlatbed will send the payout amount to the processor in a major currency (e.g. US dollars), by applying the relevant Base Exchange Rate for the Listing Currency to that major currency, (ii) the Service Provider will be able to view the payout amount sent by Phlatbed in that major currency in his or her transaction history in the Site or Application, and (iii) the processor will calculate the actual payout to the Service Provider by applying its own foreign currency conversion rate for that major currency to the Payout Currency.

 

     When a confirmed booking is modified or cancelled, and there had been a foreign currency conversion when the booking was submitted: the foreign currency conversion for any additional payments required of the Service Requester or any refund to the Service Requester will be processed at the same rate as applied to the earlier payment by the Service Requester.

 

When you as a Service Requester submit a Service booking request, you will be able to view the actual exchange rate used to calculate the Total Fees in the Booking Currency. Where the Adjusted Exchange Rate is applied, you will be able to view the mark-up included in the rate. The actual exchange rate (and any mark-up included in the rate) will also be stated in the billing receipt for your booking.

Phlatbed updates the Base Exchange Rate on a regular basis, but not on a real-time basis. In particular, Phlatbed does not always change the Base Exchange Rate immediately when its costs of foreign exchange change. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

Please note that your payment company (for example, your credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment or payout, if your card or bank account is denominated in a currency that is different from the Booking Currency or the Payout Currency respectively. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payment or payout. All of these currency conversion rates and fees are not controlled by or known to Phlatbed.

 

User Conduct

 

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:

 

     violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;

 

     use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other Services contained in the Site, Application, Services or Collective Content;

 

     access or use our Site, Application, Services or the Phlatbed API to use, expose, or allow to be used or exposed, any Phlatbed Content: (i) that is not publicly displayed by Phlatbed in its search results pages or listing pages before a booking is confirmed; (ii) in any way that is inconsistent with the Phlatbed Privacy Policy or Terms of Service; or (iii) in any way that otherwise violates the privacy rights or any other rights of Phlatbed's users or any other third party;

 

     use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms;

 

     copy, store or otherwise access or use any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;

 

     infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;

 

     interfere with or damage our Site, Application or Services , including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

 

     use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

 

     use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements;

 

     "stalk" or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Phlatbed Service Requester or Service Provider;

 

     offer, as a Service Provider, any Services that you do not yourself own or have permission to provide;

 

 

     register for more than one Phlatbed Account or register for an Phlatbed Account on behalf of an individual other than yourself;

 

     contact a Service Provider for any purpose other than asking a question related to a Service Provider's Services or Listings;

 

     contact a Service Requester for any purpose other than asking a question related to a booking or such Service Requester's use of the Site, Application and Services ;

 

     recruit or otherwise solicit any Service Provider or other Member to join third-party Services or websites that are competitive to Phlatbed, without Phlatbed's prior written approval;

 

     impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

 

     use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;

 

     use the Site, Application, Services or Collective Content to find a Service Provider or Service Requester and then complete a booking of Services independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to Phlatbed's provision of the Services or for any other reasons;

 

     as a Service Provider, submit any Listing with false or misleading price information, or submit any Listing with a price that you do not intend to honor;

 

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

 

     systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;

 

     use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, Phlatbed's name, any Phlatbed trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services , without Phlatbed's express written consent;

 

     access, tamper with, or use non-public areas of the Site, Application or Services , Phlatbed's computer systems, or the technical delivery systems of Phlatbed's providers;

 

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

 

     avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Phlatbed or any of Phlatbed's providers or any other third party (including another user) to protect the Site, Services , Application or Collective Content;

 

     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 Site, Services , Application or Collective Content 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 Site, Services , Application or Collective Content; or

 

     advocate, encourage, or assist any third party in doing any of the foregoing.

 

     accept or make a payment for Services Fees outside Phlatbed Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Phlatbed harmless from any liability for such payment.

 

Phlatbed has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.

 

Privacy

You agree that Phlatbed's Privacy Policy (as may be updated from time to time) governs Phlatbed's collection and use of your personal information.

Phlatbed may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Phlatbed or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms and the Phlatbed Service Provider Guarantee, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and debugging purposes, or (iv) protect the rights, property or safety of Phlatbed, its users, or members of the public. You acknowledge that Phlatbed has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Phlatbed reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Phlatbed, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

 

Ownership

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Phlatbed and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.

 

Additional Terms

Our Services have different products and offerings, so sometimes additional terms or product requirements may apply to your use of those products. For example, additional terms apply if you refer new users to Phlatbed ("Referral Program") or participate in our Home Safety program. If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.

 

Specific Terms Regarding Phlatbed Giveaways

Phlatbed will often serve promotions as a way to promote community and participation. This may include merchandise or gift cards with monetary value. These promotions are at the sole discretion of Phlatbed. Winners will be responsible for providing mailing address and contact information for delivery within three (3) business days of announcement.

 

Application License

Subject to your compliance with these Terms, Phlatbed grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. Phlatbed reserves all rights in the Application not expressly granted to you by these Terms.

 

pHlatbed Content and Member Content License

Subject to your compliance with the terms and conditions of these Terms, Phlatbed grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Phlatbed Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

 

Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services , you hereby grant to Phlatbed a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services . Phlatbed does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

 

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to Phlatbed the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Phlatbed's use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

 

Links

The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Phlatbed is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or Services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Phlatbed of such websites or resources or the content, products, or Services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or Services on or available from such websites or resources.

 

Some portions of the pHlatbed platform implement Google Maps/Earth mapping Services , including Google Maps API(s). Your use of Google Maps/Earth is subject to Google's terms of use.

 

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Phlatbed used herein are trademarks or registered trademarks of Phlatbed. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

 

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback"). You may submit Feedback by emailing us, through the "Contact" section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Phlatbed and you hereby irrevocably assign to Phlatbed and agree to irrevocably assign to Phlatbed all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Phlatbed's request and expense, you will execute documents and take such further acts as Phlatbed may reasonably request to assist Phlatbed to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

 

Copyright Policy

Phlatbed respects copyright law and expects its users to do the same. It is Phlatbed's policy to terminate in appropriate circumstances the Phlatbed Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Phlatbed's Copyright Policy for further information.

 

Blog and Blogging Policy

Phlatbed utilizes our blog to foster community and collaboration. Phlatbed also respects copyright law and expects its users to do the same. It is Phlatbed's policy to terminate in appropriate circumstances the Phlatbed Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders, instigating conflict, or abusing our platform. Please see Phlatbed's blog for further information.

 

Suspension, Termination and pHlatbed Account Cancellation

We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Phlatbed Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Phlatbed Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your Phlatbed Account, your Member Content, or receive assistance from Phlatbed Customer Service, (b) any pending or accepted future bookings as either Service Provider or Service Requester will be immediately terminated, (c) we may communicate to your Service Requesters or Service Providers that a potential or confirmed booking has been cancelled, (d) we may refund your Service Requesters in full for any and all confirmed reservations, irrespective of preexisting cancellation policies, (e) we may contact your Service Requesters to inform them about potential alternate Services with other Service Providers that may be available on the Site, Application and Services , and (f) you will not be entitled to any compensation for reservations or bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your Phlatbed Account. You may cancel your Phlatbed Account at any time via the "Cancel Account" feature of the Services or by sending us an email. Please note that if your Phlatbed Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.

 

Disclaimers

IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT PHLATBED DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, SERVICE REQUESTERS AND SERVICE PROVIDERS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PHLATBED EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Phlatbed MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY SERVICES, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PHLATBED MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, SERVICES, SERVICE REQUESTER, SERVICE PROVIDERS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Phlatbed OR THROUGH THE SITE, APPLICATION, Services OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR Services AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR Services , INCLUDING, BUT NOT LIMITED TO, ANY SERVICE PROVIDERS OR SERVICE REQUESTER. YOU UNDERSTAND THAT PHLATBED DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR Services OR TO REVIEW OR VISIT ANY SERVICES. Phlatbed MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR Services OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR Services AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, SERVICE REQUESTERAND SERVICE PROVIDERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY Phlatbed. NOTWITHSTANDING PHLATBED’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE SERVICE PROVIDERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM SERVICE REQUESTER ON BEHALF OF THE SERVICE PROVIDERS, PHLATBED EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY SERVICE REQUESTER OR OTHER THIRD PARTY.

 

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY Services VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF Phlatbed WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER Phlatbed NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR Services , OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICESOR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICESOR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY Services VIA THE SITE, APPLICATION AND Services , WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Phlatbed HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE SERVICE PROVIDERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE PHLATBED SERVICE PROVIDERS GUARANTEE, IN NO EVENT WILL PHLATBED 'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY SERVICES VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY SERVICESOR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A SERVICE REQUESTER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A SERVICE PROVIDER, THE AMOUNTS PAID BY PHLATBED TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PHLATBED AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

Indemnification

You agree to release, defend, indemnify, and hold Phlatbed and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services , or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of an Service Provider OR Service Requester, or (iii) creation of a Listing; (d) the use, condition or rental of Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of a Service Provider or Service Requester; and (e) your participation in the Referral Program or your accrual of any Phlatbed Travel Credits.

 

Export Control and Restricted Countries

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) neither you nor your listed Services is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Phlatbed does not permit Listings associated with certain countries due to U.S. embargo restrictions.

 

Accessing and Downloading the Application from iTunes

The following applies to any Application accessed through or downloaded from the Apple App Store ("App Store Sourced Application"):

 

     You acknowledge and agree that (i) these Terms are concluded between you and Phlatbed only, and not Apple, and (ii) Phlatbed, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.

 

     You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Services with respect to the App Store Sourced Application.

 

     In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Phlatbed and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Phlatbed.

 

     You and Phlatbed acknowledge that, as between Phlatbed and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

 

     You and Phlatbed acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between Phlatbed and Apple, Phlatbed, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

 

     You and Phlatbed acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

 

     Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

 

Reporting Misconduct

If you stay with or Service Provider anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities (call 911) and then to Phlatbed by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

 

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Phlatbed and you regarding the Site, Application, Services, Collective Content, and any bookings or Listings of Services made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Phlatbed and you regarding bookings or listings of Service , the Site, Application, Services, and Collective Content.

 

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Phlatbed's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Phlatbed may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Phlatbed (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

 

Controlling Law and Jurisdiction

These Terms and your use of the Services  will be interpreted in accordance with the laws of the State of California, State of Connecticut, and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of the United States District Court in the United States of America for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.

 

Dispute Resolution

You and Phlatbed agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Phlatbed are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Phlatbed otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms..

 

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

 

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration and a separate form for California residents) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

 

Arbitration Location and Procedure. Unless you and Phlatbed otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Phlatbed submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

 

Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Phlatbed will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.

 

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Phlatbed will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

 

Changes. Notwithstanding the provisions of the "Modification" section above, if Phlatbed changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of Phlatbed's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Phlatbed in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

 

General

The failure of Phlatbed to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Phlatbed. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

 

Third party beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms.

 

Contacting pHlatbed

 

If you have any questions about these Terms or any App Store Sourced Application, please contact pHlatbed.