Conditions of Use for the Online Portal EFynch

GENERAL REMARKS ON HOW IT WORKS

Welcome to EFynch – a product of EFynch.Com (“EFynch.Com“). The following Conditions of Use govern your use of this EFynch website/portal and EFynch via mobile application (collectively, “EFynch Portal”), an Electronic Product, whether to visit the site or register to become a “Designated User” of the EFynch Portal. If you visit the EFynch Portal, you accept these Conditions of Use. These Conditions of Use, as amended from time to time, supplement any terms and conditions in any other agreement.

EFynch.Com provides this EFynch Portal to Users, free of charge, to solicit bids from Service Professionals for their projects, including, but not limited to, electrical work, plumbing work, landscaping and yard work, hardscaping work, garbage removal, kitchen/bath renovations, roofing work, painting, and other minor and major projects. Users can upload project related information and descriptions for review and bidding by Service Professionals. The EFynch Portal offers a platform on which Service Professionals can then submit bids and other information to the User to compare. Service Professionals, pursuant to a separate license agreement, pay a license fee for the use of the EFynch Portal per project, which fee is based upon a percentage of the project value (“Service Professional license fee“). Once the User selects a Service Professional, EFynch allows the Service Professional and User to easily exchange information regarding the project, including contract documents, drawings, change orders, invoicing, communication and other project documents. The User does not pay the Service Professional upfront; rather, the following business day after the User and Service Professional enter into a contract for the project, the User escrows the contract amount with EFynch.Com and then directs EFynch.Com when to release funds to the Service Professional during the course of the project. Users can then submit an assessment of the Service Professional and the Service Professionals can respond to the assessment via the EFynch Portal. EFynch.Com reserves the right to remove any assessments or comments that it deems, in its sole discretion and without recourse or liability to the Service Professional or User, to violate these terms.

DEFINITIONS

DISCLAIMERS DIRECT TO USERS

Service Professionals are not screened by EFynch.Com. Service Professionals must register as a Designated User, to bid any Work and, as part of that process, each Service Professional must represent, acknowledge and affirm the following:

UPLOADING CONTENT

EFynch.Com allows the Service Professional and User to easily exchange information regarding the Work, including contract documents, drawings, change orders, invoicing, communication, photographs and other project documents, information, and content, including personal information such as your name, address and telephone number (collectively, “Content”). As a condition of uploading any Content to the EFynch Portal, you agree that:

CONTENT – USER ASSESSMENTS OF SERVICE PROFESSIONALS & RESPONSES

EFynch.Com allows the User to upload or input information regarding the Work performed by the Service Professional, including the quality of the Work and the professionalism of the Service Professional (collectively, “Assessment“) and permits Service Professionals to respond to any Assessment (“Response“). As a condition of uploading any Assessment or Response to the EFynch Portal, the User and Service Professional agree, respectively, that:

PAYMENT FOR WORK – DEPOSIT OF CONTRACT FUNDS WITH EFYNCH.COM

The following business day after User and the Service Professional have fully negotiated and executed a written contract for the Work, the User shall then deposit the contract price for the Work with EFynch.Com. EFynch.Com shall hold the deposit in trust for the User for the payment of the Work. EFynch.Com shall promptly and no later than seven (7) days from receipt of the same deposit the money in an account that is maintained by EFynch.Com in a financial institution that has one or more branch locations in the State in which the Work is performed and whose deposits are insured by the Federal Deposit Insurance Corporation. Such account need not be an interest bearing checking or saving account or any combination thereof. EFynch.Com shall maintain the money in the account until:

OTHER DISCLAIMERS

Third parties and Service Professionals may link or otherwise direct Internet users to the EFynch Portal for the purpose of utilizing one or more of the services provided by EFynch.Com. EFynch.Com may provide links or otherwise direct you to third party or Service Professional websites. EFynch.Com does not control or operate any such third party or Service Professional websites. Any information you provide to these third party or Service Professional websites while on these third party or Service Professional websites is subject to the respective policies of those third parties or Service Professional policies. It is your responsibility to review such third party or Service Professional policies, including any relevant privacy policies. You agree that EFynch.Com will not be responsible or liable for, and does not endorse any content, advertising, goods or services provided on or through these outside websites or for your use or inability to use such websites. EFynch.Com does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give to any third party or Service Professional sites. You use these third party or Service Professional websites at your own risk.

AVAILABILITY OF ELECTRONIC CONTENT

EFynch.Com provides Visitors access to Electronic Content via the EFynch Portal. EFynch.Com reserves the right to either expand or to reduce, at any time, the range Electronic Content made available through the EFynch Portal. EFynch.Com further reserves the right to change the functions and the manner of functioning of the EFynch Portal and to expand or to supplement the range of services offered therein.

EFynch.Com makes every effort to adjust and update, punctually and fully, the Electronic Content available on the EFynch Portal. EFynch.Com, however, is under no legal obligation to adjust or update these items of content or project data, individually or all together, at fixed intervals of time from the date of their being made available onward. EFynch.Com accepts no liability for the accuracy or timeliness of the Electronic Content of the EFynch Portal.

EFynch.Com shall (i) use commercially reasonable efforts to make the EFynch Portal available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which we shall give at least 8 hours’ notice via the EFynch Portal, or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, and (ii) provide access to the EFynch Portal only in accordance with applicable laws and government regulations.

EFynch.Com shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Content that you upload or enter into the EFynch Portal. EFynch.Com shall not (a) modify your Content or (b) disclose your Content except as set forth herein.

COPYRIGHT

The Electronic Content of the EFynch Portal, and each article and abstract and all other material available through the EFynch Portal are protected by copyright (unless otherwise indicated on the title page of the article and excepting documents uploaded by Service Professional and User for Work). You have certain rights specified below with respect to Electronic Content; all other rights are reserved.

VISITOR RESPONSIBILITIES

You shall (i) be responsible for compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of your Content and of the means by which you acquired your Content, (iii) use commercially reasonable efforts to prevent unauthorized use of the EFynch Portal, and notify EFynch.Com promptly of any such unauthorized use, and (iv) use the EFynch Portal only in accordance with applicable laws and government regulations. You shall not (a) sell, resell, rent or lease the EFynch Portal, (b) use the EFynch Portal to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the EFynch Portal to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the EFynch Portal or third-party data contained therein, or (f) attempt to gain unauthorized access to the EFynch Portal or their related systems or networks.

GENERAL RULES OF USE

RESTRICTIONS

Except as otherwise permitted under this Agreement, you may not (a)  use the EFynch Portal access for other than as permitted under this Agreement; (b)  reverse engineer, decompile, or disassemble the EFynch Portal; (c) download, print, copy, circulate, publish, reproduce, or otherwise commercially exploit EFynch.Com information or Electronic Content that is part of or accessible from the EFynch Portal; (d) use the EFynch Portal to send spam or otherwise unlawful email messages or to send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (e) use the information or Electronic Content obtained from the EFynch Portal to send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (f) knowingly use the EFynch Portal to send or store material containing any harmful computer code; (g) knowingly interfere with or disrupt the integrity or performance of all or any part of the EFynch Portal, (h) attempt to circumvent the security features or otherwise gain unauthorized access to unauthorized portions of the EFynch Portal; (i) modify, copy or create derivative works from any code from the EFynch Portal; or (j) disassemble, reverse engineer, or decompile any code for any part of the EFynch Portal in order to build for non-internal purposes, a product or service that is competitive with the services provided by EFynch.Com.

RESERVATION OF RIGHTS/OWNERSHIP

ALL RIGHTS IN THE EFYNCH PORTAL NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY EFYNCH.COM. The EFynch Portal may be protected by United States and international copyright laws and treaties, as well as patent and other intellectual property laws and treaties. Except for the rights granted by EFynch.Com in this Agreement, as between the parties, all title, copyright, patent and other proprietary rights, including trade secrets (if any), in and to all copies of the EFynch Portal are owned solely and exclusively by EFynch.Com or its affiliates.

EFynch.Com reserves the right to store the access history of the Visitor on the EFynch Portal, including, but not limited to, logon history and download/upload history, for a period of time. EFynch.Com has no obligation to share this access history absent a court order or agreement to do so.

EFYNCH.COM LOGO

EFynch.Com's logos are a trademark of EFynch.Com. The logo is protected by law and may not be used without EFynch.Com's express written permission. EFynch.Com retains the exclusive right to grant or refuse permission to use its logo. Any other logos and brand names displayed on the EFynch Portal are the exclusive intellectual property of their respective owners. To the extent applicable, these items are licensed to EFynch.Com but remain the property of their respective owners.

ACCURACY OF INFORMATION

EFynch.Com reserves the right to correct, change, or update any information on these sites at any time without prior notice. EFynch.Com is not responsible for any errors, inaccuracies, or incomplete information contained on the EFynch Portal, including any Content uploaded by a User or Service Professional.

DISCLAIMER

You use the EFynch Portal at your own risk. The materials on the EFynch Portal are provided "as is" and without warranties of any kind, either expressed or implied. To the fullest extent permissible, pursuant to applicable law, EFynch.Com and its affiliates disclaim all warranties of merchantability and fitness for a particular purpose, and of accuracy of informational content. EFynch.Com does not warrant that the functions contained in the EFynch Portal will be uninterrupted or error free, that defects will be corrected, or that it or the server that makes it available are free of viruses or other harmful components.

EFynch.Com and its employees, directors, officers, agents, vendors, or suppliers will not be liable for any losses or direct, indirect, incidental, consequential, exemplary, or punitive damages arising out of or in connection with the use of or the inability to use the EFynch Portal.

EFynch.Com is not responsible for any charges associated with accessing the EFynch Portal, including, but not limited to, any computer equipment, telephone or Internet connections and access software.

EFynch.Com may modify any of these terms and conditions at any time. Your continued use of the EFynch Portal shall be conclusively deemed acceptance of such modifications.

The EFynch Portal may provide links to third-party websites. Where such links exist, EFynch.Com disclaims all responsibility and liability for the content of such third-party websites. Designated Users assume the sole responsibility for the accessing of third-party websites and the use of any content appearing on them.

If you are dissatisfied with the EFynch Portal, or with these Conditions of Use, your sole and exclusive remedy is to discontinue using the site.

EFynch.Com makes no representation or warranty that the EFynch Portal or the information contained therein may be lawfully accessed, transmitted, viewed, downloaded, or otherwise used outside of the United States. Any Designated User accessing the EFynch Portal from outside the United States does so at her or her own risk and is solely responsible for compliance with the laws of the jurisdiction from which access is made.

LINKS/SCREEN SHOTS

Unauthorized use of images from EFynch.Com websites or the EFynch Portal to create buttons or to highlight links to EFynch.Com is strictly prohibited. Unauthorized use of screen shots of pages from the EFynch Portal or on other EFynch.Com websites is strictly prohibited, without written permission from EFynch.Com.

SECURITY

You are prohibited from violating or attempting to violate the security of the EFynch Portal. You may not, directly or indirectly through others: (a) Access data not intended for you or log into a server or account that you are not authorized to access; (b) Attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) Attempt to interfere with service to any visitor, host, or network, including, without limitation, submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (d) Send unsolicited email, including promotions or advertising of products or services, to email addresses accessed through the site; (e) Forge any part of the header information in any email or newsgroup posting; (f) Use any device, software, or routine to interfere or attempt to interfere with the proper working of the EFynch Portal, or of any activity conducted on or through the site; or (g) Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars, or intelligent agents) to navigate through or search the EFynch Portal.

Any action that imposes an unreasonable or disproportionately large load on EFynch.Com infrastructure is prohibited. Violations of system or network security may result in civil or criminal liability. EFynch.Com will investigate such violations and may involve and cooperate with law enforcement authorities in prosecuting visitors who are involved in such violations.

TERMINATION OF USE

Subject to and in addition to any rights of termination under the License Agreement, EFynch.Com and its representatives reserve the right to deny use of the EFynch Portal or any other EFynch.Com websites to any visitor for any reason without notification. Any violation of the Conditions of Use may result in legal action against the Visitor. EFynch.Com may, in its sole discretion and at any time, modify or terminate the EFynch Portal and remove or refuse to post any information, Content, materials, or other offering.

REPRESENTATIONS/WARRANTIES

EFynch.Com represents and warrants that (a) the services provided by EFynch.Com hereunder will not violate or infringe any United States registered patent or copyright; (b) EFynch.Com maintains industry standard and protocols and procedures designed to (i) prevent unauthorized access to the EFynch Portal, (ii) prevent disabling devices including, but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable the EFynch Portal; and (c) EFynch.Com has not received written notice that the EFynch Portal violates any laws applicable to EFynch.Com’ business.

DISCLAIMERS

EFYNCH.COM OBTAINS DATA AND CONTENT FROM SOURCES BELIEVED TO BE RELIABLE, BUT ITS ACCURACY AND COMPLETENESS ARE NOT GUARANTEED. DATA AND CONTENT MAY CONTAIN NONCONFORMITIES, DEFECTS, ERRORS OR OMISSIONS. THE LIMITED WARRANTY CONTAINED IN THIS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE ABOVE, YOU DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE, RELIABILITY, ACCURACY, TITLE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE INTERNET IS NOT ALWAYS SECURE AND MAY SOMETIMES GIVE RISE TO SECURITY RISKS. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND ANY PAYMENT OBLIGATIONS ARISING FROM THE USE OF EFYNCH PORTAL, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE EFYNCH PORTAL, WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION (SUCH AS THE USE OF OR INABILITY TO USE THE EFYNCH PORTAL AND/OR DATA, OR THE PROVISION OF OR FAILURE TO PROVIDE ANY ATTENDANT SUPPORT SERVICES), EVEN IN THE EVENT OF FAULT, NEGLIGENCE OR MISREPRESENTATION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT EFYNCH.COM IS A PROVIDER OF AN INTERACTIVE COMPUTER SERVICE – THE EFYNCH PORTAL – AND EFYNCH.COM SHALL NOT BE TREATED AS THE PUBLISHER OR SPEAKER OF ANY INFORMATION PROVIDED BY ANY VISITOR OF THE SITE, INCLUDING ANY USER, SERVICE PROFESSIONAL OR THIRD PARTY CONTENT PROVIDER, AND YOU AGREE THAT EFYNCH.COM IS NOT LIABLE FOR ANY SUCH CONTENT EVEN IF AWARE OF ANY OBJECTIONABLE CONTENT.

INDEMNIFICATION

Visitor shall defend, indemnify and hold EFynch.Com, including its directors, officers, employees and agents, harmless against any damages, losses, liabilities, penalties, fines, demands, judgments, settlements, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of any third party claim relating to the Visitor’s breach or alleged breach of any of its representations, warranties, covenants or obligations under these Conditions of Use or relating to the Visitor‘s failure to comply with any law or regulation applicable to the EFynch Portal, including, but not limited to, any laws governing any Content uploaded or shared by a Visitor, User or Service Professional on the EFynch Portal.

PROVISIONS

If any provision of these Conditions of Use is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of EFynch.Com, and the remainder of the Agreement will remain in full force and effect.

ATTORNEY’S FEES

In any action or proceeding between Service Professional and User based, in whole or in part, upon the performance or non-performance of the Work or pursuant to any terms and conditions of a contract for the Work between User and Service Professional, including, but not limited to, breach of contract, negligence, misrepresentation or fraud, and EFynch.Com is made a party to such action or proceeding, including, but not limited to, any litigation, arbitration, or complaint and claim before and state administrative body, whether as defendant, cross-defendant, third-party defendant or respondent, User and Service Professional, jointly and severally, agree to indemnify and hold EFynch.Com harmless from and against any and all liability, loss, cost, damages or expenses (including filing fees, court costs, service of process fees, transcript fees and attorneys’ fees) incurred by EFynch.Com in such action or proceeding, providing that such action or proceeding does not result in a judgment against EFynch.Com. This Paragraph shall apply to any and all such action(s) or proceeding(s) against EFynch.Com including any that are based, in whole or in part, upon any alleged acts or omissions by EFynch.Com, including, but not limited to, any alleged act of misrepresentation, fraud, non-disclosure, negligence, violation of any statutory or common law duty, or breach of fiduciary duty by EFynch.Com.