MaidCentral License Agreement

Last Updated October 17, 2024

This License Agreement (the “Agreement”) sets forth the terms and conditions regarding your use of the System (as defined below) provided by Maid Central, LLC, a South Carolina limited liability company located at 2030 Harley Street, North Charleston South Carolina, (hereinafter called “MaidCentral”) to you if you are an individual or to the entity which you represent (hereinafter called “Client”), effective as of the date Client accepts this Agreement (the “Effective Date”). By clicking on the words “I accept”, Client agrees to the terms of this Agreement and that this Agreement is a binding contract between MaidCentral and Client. The person clicking the “I accept” acknowledgement represents and warrants that she or he: (1) is eighteen (18) years old or above; (2) has had the opportunity to read this Agreement in its entirety including the terms of use; and (3) is duly authorized to enter into this Agreement on behalf of the entity which she or he represents.

1. Definitions

The terms below are defined as follows. Additional terms capitalized terms are identified according to their context.

“Aggregated Statistics” means aggregated data and information related to Client and Users of the System, including such data that is either directly supplied to the System by the Client and its Users, or that is acquired, derived, or otherwise created and used by MaidCentral in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the System, to improve performance and offer new functionality to the System, to bugfix and release new versions, to provide statistical insights as part of Products and Services offered by MaidCentral or its affiliates, to promote and assist in the Client and User’s experience, and to general improvements in the Products and Services. For purposes of clarity Aggregated Statistics does not include Client Data, other than Client Data in an aggregated form.

“Client Data” means, other than Aggregated Statistics, all electronic data or information submitted by Client or Users to the System.

“Customer(s)” means customers or users of the Client that are using, or intend to use, the System to procure Products & Services.

“Franchisor” means an individual or company that sells or grants a franchise for the sale of goods or the operation of a service.

 “Intellectual Property” means any of MaidCentral’s inventions and applications therefore, patentable subject matter, copyrights, trademarks, service marks, trade names, common law trademarks, industrial designs, domain name rights, copyrightable material including visual art, icons, GUI elements, source code and/or object code, and trade secret rights, and all other intellectual property rights whether or not registered. Intellectual Property includes Aggregated Statistics and any information, data, or other content provided by Client or User, including information derived from MaidCentral’s monitoring of Client’s and User’s access to, or use of the System, but does not include Client Data.

“Licensed Content” means all materials and information, including, but not limited to, all text, graphics, photographs, audio, manuals, operating procedures, video, customer contacts, pricing, promotions and contract information provided by Client to MaidCentral.

“Products & Services” means any products or services offered by Client in connection with its business and use of the System.

“System” means MaidCentral’s web based system that delivers business management functionality, which includes but is not limited to, customer relationship management, scheduling, dispatching, work orders, employee management, applications, private and public services and related documentation provided to Client by MaidCentral.

“User(s)” means the Client, along with its employees, contractors, and Customers authorized to use the System per the terms of this Agreement and for whom Fees are paid to use the System, and who have been supplied user identifications and passwords by MaidCentral and/or Client.

NOW WITNESSETH that in consideration of the mutual covenants and agreements hereinafter contained the parties each agree with the other as follows:

2. Grant of License.

2.1 License Grant. MaidCentral hereby grants to Client a non-exclusive, non-transferable, non-sublicensable right to use the System solely for its internal business operations and for no other purpose whatsoever, in accordance with the terms of this Agreement. Client grants to MaidCentral, to the extent applicable, the right to share Client Data and Aggregated Statistics with the Franchisor of Client.

2.2 Restrictions. Client shall not reverse engineer, decompile or otherwise tamper with the code embodying the System. Client shall not take any other action that may impair or otherwise interfere with any Intellectual Property or other rights of MaidCentral relating to the System. MaidCentral may limit the number of Client’s Users at any time by providing Client with a written notice if MaidCentral believes, in its sole discretion that Client or Users are using the System in a manner which may result in an unreasonable burden, security vulnerability or other issue(s) related to MaidCentral’s System.

3. MaidCentral’s Rights and Obligations.

3.1 MaidCentral’s Operations. MaidCentral shall operate and maintain the System in a commercially reasonable manner. MaidCentral may, at its sole discretion:

(a) Make operational changes to the System from time to time;

(b) Change or modify the TCP/IP host address and substitute, modify or rearrange the System in any manner that MaidCentral deems necessary or desirable to: (i) comply with applicable laws, (ii) respond to changes in market conditions or technology, (iii) respond to other circumstances beyond the control of MaidCentral; or (iv) as otherwise determined in MaidCentral’s sole discretion;

(c) MaidCentral shall not be liable to Client for any interruption of service or the System and any related losses caused thereby.

3.2 System Terms of Service. MaidCentral shall have the right to establish and enforce reasonable terms of service with respect to Client and Users and, which terms of service may be amended from time to time at MaidCentral’s discretion (the “System Terms of Service”), provided that such System Terms of Service shall not materially modify Client’s rights and obligations as set forth in this Agreement. MaidCentral’s obligation to provide the System is conditioned on Client and Users compliance with the System Terms of Service.

3.3 Links. MaidCentral shall, at its sole discretion, have the right to link the System to other websites and/or integrate the System with third party software suppliers and other entities, provided that MaidCentral shall have no liability for any such websites, third party software or other materials.

3.4 Data Rights. Notwithstanding anything to the contrary in this Agreement, MaidCentral may monitor Client’s and Users’ use of the System and collect and compile Aggregated Statistics, including based on Client Data input into the System, provided that such Aggregated Statistics will not identify any individual Client, User, or Customer, other than for statistical insight. As between MaidCentral and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by MaidCentral.

3.5 Return of Client Data. Upon request by Client made within 30 days after the effective date of termination of this Agreement, MaidCentral will work with Client to download a file of Client Data in an agreed upon format. This data will consist of readily available reports from within the MaidCentral system, not including Aggregated Statistics. Client agrees to cover reasonable costs incurred to generate the download. After such 30-day period, MaidCentral shall have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data in the System or otherwise in MaidCentral’s possession or under MaidCentral’s control, other than Aggregated Statistics.

4. Client Obligations

4.1 Compliance with Laws, Regulations and System Terms of Service. Client shall abide by the System Terms of Service and all applicable laws and regulations. Client shall not transfer, use or export System in violation of any laws or regulations of any government or governmental agency. Client shall comply with all data privacy laws, and shall acquire appropriate consent when necessary from its Users and Customers.

4.2 Product & Service Representations. In no event whatsoever shall MaidCentral be responsible or liable to Client for any claims, damages, losses or liabilities related to or arising out of: (i) the accuracy or completeness of any product, service or promotional claims by Client or its Users; (ii) the failure of Client’s Products and/or Services to comply with any applicable laws, regulations or rules, including without limitation those relating to labeling, transportation and shipping; and (iii) providing Client Data and Aggregated Statistics to Franchisor.

4.3 Trademarks. In no event whatsoever shall MaidCentral be responsible or liable to Client for any claims, damages, losses or liabilities related to or arising out of the ownership, validity and/or defense of the trademarks used by Client.

4.4 Ownership and Responsibility for Products and Services. Client shall be solely responsible for all Products & Services offered and sold by Client through or with the assistance of the System and all liabilities related thereto. Client shall at all times bear the risk of loss with respect to their Products & Services, and at no point in the sales cycle, including before and after the sale is effected, shall ownership of Client’s Products & Services, or liabilities related to such Products & Services, transfer, or be construed to transfer, to MaidCentral.

4.5 User Accounts. Client agrees to designate a User administrator (the “User Administrator”) and notify MaidCentral of the identity and contact information for said User Administrator. Client is responsible for all activity occurring under User accounts and will use commercially reasonable efforts to prevent unauthorized access to or use of the System, and shall notify MaidCentral immediately of any unauthorized use of any password, account, copying or distribution of the System. User accounts cannot be shared or used by more than one individual User but may be reassigned to new Users replacing former Users.

4.6 Third-Party Applications. Client may wish to use software developed by third parties to add functionality to and or operate in conjunction with the System (such third party programs, “Third-Party Applications” and the licenses for such Third-Party Applications are the “TPA Licenses”). MaidCentral approves the use of such Third-Party Applications with the System so long as such use is limited to the internal use by Client in a manner which does not subject MaidCentral to the terms of the TPA Licenses. Client solely shall be responsible for compliance with the TPA Licenses. MaidCentral shall have no obligation or duty regarding any Third­ Party Applications. Client shall defend, indemnify and hold harmless MaidCentral from any damages arising from the use of any Third-Party Applications. If the use of the Third-Party Applications subjects the System to the TPA License, it shall be deemed to be a material breach of this Agreement. Client shall inform MaidCentral in writing prior to using any Third-Party Applications with the System. MaidCentral reserves the right, at its sole discretion, to disable any Third-Party Applications it deems to negatively impact the System in any way whatsoever. MaidCentral may offer Third-Party Applications for sale to the Client. Any other acquisition by Client of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between Client and any third-party provider, is solely between Client and the applicable third-party provider. MaidCentral does not warrant or support third-party products or services, whether or not they are designated by MaidCentral as “certified” or otherwise.

4.7 Third-Party Applications and Client Data. If Client installs or enables Third-Party Applications for use with the System, Client acknowledges that MaidCentral may allow providers of those Third-Party Applications to access Client Data as required for the interoperation of such Third-Party Applications with the System. MaidCentral shall not be responsible for any disclosure, modification or deletion of Client Data resulting from any such access by Third­Party Application providers. The System shall allow Client to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the System.

4.8 Google Services. System features that interoperate with Google services depend on the continuing availability of the Google API and program for use with the System. If Google Inc. ceases to make the Google API or program available on reasonable terms for the System, MaidCentral may cease providing such System features without entitling Client to any refund, credit, or other compensation.

4.9 Other Responsibilities. Client shall: (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Client Data and of the means by which Client acquired Client Data, and (iii) use the System only in accordance with the System Terms of Service and applicable laws and government regulations. Client shall not: (a) make the System available to anyone other than Users and Customers, sell, resell, rent or lease the System except as permitted under this Agreement, use the System 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, (d) use the System to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the System or third-party data contained therein, (f) attempt to gain unauthorized access to the System or its related systems or networks, (g) access the System if Client is a competitor of MaidCentral, except with MaidCentral’s prior written consent, (h) provide access to the System for direct competitors of MaidCentral, and (i) access the System for benchmarking or any other competitive purposes.

5. Fees and Payment.

5.1 Fees. Client and Users may use the System in accordance with the fees set forth in Exhibit A (the “Fees”) MaidCentral may in its sole discretion modify Exhibit A and the Fees by updating this agreement on Maidcentral.com and by other electronic means. Payment obligations are non-cancelable and Fees paid are non­refundable.

5.2 Fees Payment Mechanism. MaidCentral shall issue monthly invoices calculated in accordance with the Fees set forth in Exhibit A. Fees are due in advance of each month for which they are being charged and all invoices of MaidCentral are due and payable upon receipt of such invoice. By entering into this Agreement, Client is expressly agreeing that MaidCentral will automatically bill the Fees and any subsequent renewals of the Fees to Client’s credit card on the 1st of each month, the next business day or at the earliest convenience of MaidCentral. Client agrees to provide MaidCentral with complete and accurate billing and contact information. MaidCentral may terminate this Agreement and/or Client’s access to the System if the billing or contact information is false, fraudulent or invalid.

5.3 Taxes. Unless otherwise stated, MaidCentral’s Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Client is responsible for paying all Taxes associated with Client’s purchases hereunder. If MaidCentral has the legal obligation to pay or collect Taxes for which Client is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Client, unless Client provides MaidCentral with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, MaidCentral is solely responsible for taxes assessable against it based on MaidCentral’s income, property and employees.

6. Term and Termination.

6.1 Effective Date; Term. The term of this Agreement is one (1) year commencing on the Effective Date, unless earlier terminated in accordance with the terms hereof (the “Term”). Thereafter, the Agreement shall continue month to month, unless either party gives 30 days advance written notice to the other of its intention to terminate this Agreement. Client shall remain obligated for all Fees and Taxes through the date of termination. Either party may also terminate this Agreement prior to the end of a term if the other party materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach.

6.2 Event of Default Defined. Anyone or more of the following events shall constitute an “Event of Default”:

(a) Client having been adjudicated bankrupt or insolvent and such adjudication is not vacated within thirty (30) days;

(b) The admission in writing by Client of its inability to pay its debts when due, the appointment of a receiver or trustee for the business or property of Client, unless such appointment shall be vacated within thirty (30) days after its entry;

(c) The making by Client of an assignment for the benefit of its creditors, or, if in any manner, Client’s interest in this Agreement shall pass to another by operation of law without MaidCentral’s prior written consent;

(d) The failure of Client to pay any Fees or other sums of money due to MaidCentral within fifteen (15) days after written notice from MaidCentral that the same is past due hereunder, provided that any invoice, bill or other statement of account rendered to Client in the ordinary course of MaidCentral’s billing or otherwise shall be adequate written notice, without more, for purposes of this provision;

(e) The failure by Client to cure within thirty (30) days after notice from MaidCentral any breach of, or default under the covenants, representations, warranties or other obligations on its part under this Agreement.

6.3 Remedies. Following the occurrence of an Event of Default, MaidCentral, may with written notice: (i) terminate this Agreement and/or Client’s and User’s access to the System, thereby relieving MaidCentral of any obligations pursuant to this Agreement, and (ii) exercise any other legal or equitable right or remedy it may have.

7. Licensed Content.

7.1 License. Solely for the purpose of presenting the Licensed Content to Customers via the System, Client grants to MaidCentral a nonexclusive, worldwide license to use, reproduce, distribute, display, and transmit the Licensed Content to Customers. MaidCentral is also granted the limited right to modify the format, structure, and organization of the Licensed Content solely for the purpose of integrating the Licensed Content into the System pursuant to MaidCentral’s technical requirements and Customers’ business needs. The right to distribute shall include the right of MaidCentral to offer to Customers the option of printing, downloading or other means of transmission of all or any portion of the Licensed Content solely for Customers’ internal business purposes.

7.2 Removal of Licensed Content. Without limiting the foregoing, if all or part of the Licensed Content becomes the subject of an actual or threatened law suit brought by a third party, or MaidCentral believes the Licensed Content may violate the rights of a third party, then MaidCentral will be immediately entitled to remove such Licensed Content from the System without incurring any liability to Client.

7.3 Ownership. Client owns and shall retain all intellectual property rights in and to the Licensed Content. Nothing in this Agreement shall be construed to transfer any proprietary right in and to the Licensed Content from Client to MaidCentral or any third party.

8. Warranty, Indemnity; Limitations

8.1 Representations and Warranties. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to grant to the other party the rights granted herein. Client represents and warrants that it: (i) Client is the sole owner or a permitted user of the Licensed Content and Client Data; (ii) Client is the sole owner or a permitted user of its trademark(s); (iii) Client has secured all necessary licenses, consents, and authorizations with respect to use of any intellectual property, including Licensed Content and Client Data; (iv) no part of the intellectual property provided by Client to MaidCentral violates or infringes upon the patent rights, copyrights, trade secrets, trademarks, or other rights of a person or entity; and (v) it complies and shall continue to comply with all applicable legislation, rules, and regulations.

8.2 Indemnity. Client agrees to indemnify MaidCentral and defend and hold it harmless against any and all liabilities, losses, damages, costs and expenses (including cost of defense and reasonable attorneys’ fees) which MaidCentral may hereafter suffer itself or pay out to another by reason of any claim or action arising out of: (i) the infringement of any patent, copyright, trademark, trade secret or other intellectual property right of a third party by the intellectual property provided or licensed by Client, (ii) the use or disclosure of proprietary information or trade secrets of others caused by the acts or omissions of Client, (iii) to the extent applicable, the provision of Client Data, including Aggregated Statistics, to Client’s franchisor, or (iv) Client’s Products & Services claims, or any dispute between Client and its customers, or a transaction performed by Client through the System. In the event a third party successfully prevents the use of any intellectual property in connection with the System by means of an infringement action or otherwise, Client shall be required to either: (i) obtain the right to use the intellectual property in question; or (ii) provide an alternative means of accomplishing the objective achieved by the use of the intellectual property, which alternate means itself does not violate any intellectual property rights of a third party.

8.3 No Warranties Regarding Error-Free Operation. MaidCentral does not warrant that the System is free from error or that the System will function without interruption. MaidCentral makes no representation or warranty that the System will attract a minimum number of Customers or that a minimum number of transactions will be performed.

8.4 Warranty Limitation. THE WARRANTIES AND REPRESENTATIONS SET FORTH ABOVE ARE THE ONLY WARRANTIES OF ANY KIND MADE BY MAIDCENTRAL, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability.

IN NO EVENT SHALL MAIDCENTRAL, ITS AFFILIATES, LICENSORS, OR AGENTS BE LIABLE TO CLIENT OR USERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, CONNECTED WITH OR RELATING TO THIS AGREEMENT OR THE SYSTEM, INCLUDING ANY LOST PROFITS OR REVENUES, LOST SAVINGS, OR OTHER SIMILAR DAMAGES ARISING OUT OF CLIENT’S AND USERS’ USE OR INABILITY TO USE THE SYSTEM, OR FROM ERRORS OR OMISSIONS IN THE HARDWARE OR SOFTWARE, REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE, WHETHER MAIDCENTRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR WHETHER SUCH DAMAGES ARE DEEMED TO RESULT FROM THE FAILURE OR INADEQUACY OF ANY EXCLUSIVE OR OTHER REMEDY. MAIDCENTRAL’S TOTAL LIABILITY FOR DAMAGES ARISING FROM, CONNECTED WITH OR RELATING TO THIS AGREEMENT AND THE SYSTEM SHALL NOT EXCEED THE AMOUNT PAID TO MAIDCENTRAL PURSUANT TO THIS AGREEMENT DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT TRIGGERING THE DAMAGE OR LOSS.

10. Intellectual Property Rights.

10.1 System Ownership. Client hereby acknowledge that MaidCentral or its licensors are the owners of, and shall have all right, title and interest to the System and all information, code, software, text, images, graphics, sounds, files, video, designs, animation, layout, color schemes, adaptations, logos, designs, ideas, concepts, methods, techniques, processes, patents, copyrights, trade secrets, tradenames, trademarks, service marks and all other intellectual property relating to the design, development, content and/or identification of the System and any related business processes. Except as expressly provided herein, no license of any kind are granted hereunder, whether by implication, estoppel, or otherwise.

10.2 Software Ownership. The System and all software, with the exception of third­ party software licensed by MaidCentral, is and shall remain the sole and exclusive property of MaidCentral, and MaidCentral and its licensors shall retain all copyright and other intellectual property rights in such software.

10.3 Feedback. Client and Customer may from time to time provide suggestions, requests, comments, or other works, software, technology, information, reports or data to MaidCentral, in writing, orally, by demonstration or otherwise, in each case, for use in connection with, or otherwise regarding, MaidCentral’s products, programs, systems or services, including for the purpose of enabling or improving MaidCentral’s products, programs, systems or services (“Feedback”). You agree that all Feedback shall be given entirely voluntarily, and you acknowledge that you have no obligation to do so. You understand that MaidCentral operates a software as a service business, and that MaidCentral is in the business of making its products, programs, systems and services widely available to others. As a result, MaidCentral does not wish to receive any Feedback from you unless it is free to commercialize the Feedback for the benefit of all of MaidCentral’s and its Customers, Clients and partners. If you provide Feedback, you hereby: (i) agree that such Feedback may be freely disclosed and incorporated into any technical specifications or documents, programs, products, systems or services of MaidCentral; and (ii) grant MaidCentral, and agree to procure the grant to MaidCentral of, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, freely sub-licensable, freely transferable license to use, copy, make available, distribute, modify and disassemble and otherwise exploit any such Feedback and any intellectual property rights subsisting in, or otherwise protecting, any Feedback, in each case, for any and all purposes. You acknowledge and agree that any Feedback shall not constitute your Confidential Information, even if designated as such, and MaidCentral shall not owe you any duty or obligations of confidentiality with respect to the Feedback.

10.4 Aggregated Statistics Ownership. Client and Customer hereby agree that all Aggregated Statics are the intellectual property of MaidCentral. Client and Customer, in consideration for access to the System, hereby assign any and all rights that they may have to the Aggregated Statistics to MaidCentral. In the event any rights remain, Client and Customer hereby grant MaidCentral an exclusive, royalty free, fully paid up license to the Aggregated Statistics.

10.5 Sensitive Data. Client shall not, at any time, store sensitive Client Data, Customer or User data within System, which includes but is not limited to, US Social Security Numbers, and Canadian Social Insurance Numbers (the “Sensitive Data”). Storage of Sensitive Data within the System by Client will constitute a breach of this Agreement (the “Sensitive Data Breach”). Following the occurrence of a Sensitive Data Breach, MaidCentral may: (i) terminate this Agreement and/or Client’s and User’s access to the System, thereby relieving MaidCentral of any obligations pursuant to this Agreement, (ii) exercise any other legal or equitable right or remedy it may have, and (iii) delete the Sensitive Data. Client hereby expressly agrees to indemnify, defend, and hold harmless MaidCentral, its officers, directors, employees, agents, volunteers and assigns against any and all liability, loss, damage, cost, claim, and expense (including cost of defense and reasonable attorneys’ fees) arising out of or incident to the Sensitive Data.

10.6 Client Upload License. Client hereby grants MaidCentral a non-exclusive, worldwide, royalty-free, non-transferable license to use, copy, display on, and upload to the System all Client Data and Licensed Content provided by Client and designated for uploading in the agreed format.

10.7 MaidCentral Trademark License. MaidCentral hereby grants Client a non-exclusive, royalty-free, non-transferable, license to use, during the Term of this Agreement, the tradenames, trademarks and service marks of MaidCentral (the “MaidCentral Marks”) solely in connection with Client’s advertising of the System and provided any use of the MaidCentral Marks by Client is consistent with MaidCentral’s trademark guidelines.

10.8 Client Marks. Client grants to MaidCentral a nonexclusive worldwide license to use, reproduce, and distribute Client’s trademarks, trade names, and service marks (“Client Marks”) solely in connection with and for the presentation, marketing, and promotion of the System and MaidCentral. MaidCentral may refer to Client as a user of the System should MaidCentral so desire, such as on the MaidCentral website, in press releases and in other marketing materials. MaidCentral may use Client’s Marks and depictions or reproductions of the System or any other advertising materials created hereunder in perpetuity and without territorial restrictions for MaidCentral’s internal purposes, public relations purposes, advertising award competitions, advertising trade publications and retrospective editorial material while this Agreement is in effect.

10.9 Goodwill; Guidelines; Quality Control.  Any goodwill arising out of any use of the marks subject to Sections 10.7 and 10.8 will inure solely to the benefit of the owner of such marks.  Neither party will engage in any deceptive, misleading, or unethical practices or make any representations that might be detrimental to or disparaging of the licensor party.  If a party reasonably determines that the other Party is using such licensor Party’s marks in a manner that fails to meet the licensor Party’s standards or quality or other requirements of this Agreement, the licensor party may issue reasonable instructions to the other party concerning the manner, if any, in which the other party may continue to use the licensor party’s marks.  The other party will promptly comply with such instructions or cease the use or display of the licensor party’s applicable mark. 

10.10 Access to Client Data and Aggregated Statistics. Any Client who is a franchisee of a third-party franchisor hereby grants MaidCentral the right to provide access to Client Data, including Aggregated Statistics, to the Client’s franchisor in any form or format irrespective of any rights granted to the Client by applicable privacy laws, which Client hereby waives.

11. Force Majeure.

11.1 Force Majeure. “Force majeure” means any event or circumstance beyond the reasonable control of the party which affects such party’s performance of its obligations hereunder, including, but not limited to, events affecting all or a portion of the Internet beyond the boundaries of the System, power outages, illegality, interruptions to telecommunications systems, any war, whether declared or not, hostilities, belligerence, blockade, revolution, insurrection, riot, public disorder, expropriation, requisition, confiscation or nationalization, whether imposed by law, decree or regulation by any government authority, or fire, unusual flood, earthquake, volcanic activity, storm, typhoons, lightening, or any event, matter or thing, wherever occurring, that is clearly outside of either party’s reasonable control. In the case of MaidCentral such events affecting one of MaidCentral’s service providers outside vendors for the System shall be deemed to have affected MaidCentral.

11.2 Performance Excused. Except with respect to Client’s payment obligations and Client’s indemnification obligations, neither party shall be responsible nor liable for, nor deemed in breach or default hereof, nor shall any claim by any party against any other party arise because of their respective failure or omission to perform or delay in the performance of their respective obligations hereunder due to Force majeure.

12. Miscellaneous

12.1 Binding Arbitration. At the request of any party, any dispute arising pursuant to this agreement or the goods or services provided pursuant to this agreement shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the “Act”). The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the claim to arbitration. Arbitration proceedings will be determined in accordance with the Act. The applicable rules and procedures for the arbitration will be established by an arbitrator certified by the South Carolina Bar and mutually agreed upon by the parties. If the parties cannot agree on an arbitrator, then the arbitration provider or arbitrator shall be appointed by the President of the Charleston County (S.C.) Bar Association. The arbitration shall be administered and conducted, unless otherwise required by law, in Charleston County South Carolina. All claims shall be determined by one arbitrator; provided, however, if the claims exceed $1,000,000 in the aggregate, then upon the request of any party, the claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of such commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing; provided, however, that the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on a party of a demand for arbitration is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a claim is arbitrable shall be determined by the arbitrator(s).

12.2 Relationship of Parties. The relationship of MaidCentral and Client established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to constitute the parties as partners, joint venturers, co­owners or otherwise as participants in a joint or common undertaking.

12.3 Amendments and Modifications. This Agreement may be amended by MaidCentral by posting the amended terms online at Maidcentral.com. Client’s continued use of the System is acknowledgment and acceptance of the terms of this Agreement.

12.4 Waiver of Breach. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.

12.5 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The parties agree to renegotiate any term held invalid and to be bound by the mutually agreed substitute provision.

12.6 Assignment. Client shall not assign or delegate this Agreement or any of its rights or duties under this Agreement, without the prior written consent of the other party, except to a person or entity which has succeeded to all or substantially all of its business and assets to which this Agreement pertains, and which successor has assumed its obligations under this Agreement.

12.7 Further Assurances. Each party shall, from time to time, at the request of the other party, and without further cost or expense to such other party, execute and deliver such other instruments and take such other actions as may reasonably be requested in order to more effectively consummate the transactions contemplated hereby.

12.9 Survival. Sections 4.1, 5, 8, 9, and 12 survive any termination or expiration of this Agreement

12.10 Inurement. This Agreement shall inure to the benefit of and be binding upon the heirs, personal representatives, executors, executrices and administrators, committees, receivers, trustees in bankruptcy, successors and permitted assignees of each of the parties hereto

12.11 Notices. MaidCentral in its sole discretion may change these Terms at any time for any of a variety of reasons, such as to reflect changes in applicable law or updates to the System, and to account for new services or functionality. The most current version will always be posted on the Service. If an amendment is material, as determined in MaidCentral sole discretion, MaidCentral will notify you by email. Notice of amendments may also be posted to MaidCentral’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require MaidCentral obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for the Service, you should stop using the Service, because by continuing to use the Service you indicate your agreement to be bound by the updated terms.

12.12 Changes to the System. MaidCentral is constantly working to change and improve the System. In that regard, MaidCentral may add, alter, or remove functionality from the System at any time without prior notice. MaidCentral may also limit, suspend, or discontinue the System at its discretion. If MaidCentral discontinues the System, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Client Data from the System as provided in Section 3.5 above. MaidCentral may remove content from the System at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

12.13 Beta Services. From time to time, we may provide beta access to new features associated with the System or completely new subscription-based services (the “Beta Services”) to you. With respect to these services, (a) the Beta Services are provided “as is” and without warranty of any kind, (b) we may suspend, limit, or terminate the Beta Services for any reason at any time without notice, and (c) we will not be liable to you for damages of any kind related to your use of the Beta Services. If we inform you of additional terms and conditions that apply to your use of the Beta Services, those will apply as well. We may require your participation to be confidential, and we may also require you to provide feedback to us about your use of the Beta Services. You agree that we own all rights to use and incorporate your feedback into our services and products, without payment or attribution to you.

12.14 Attorneys’ Fees. Client shall pay on demand all of MaidCentral’s reasonable attorneys’ fees and other costs incurred by MaidCentral to collect any fees or charges due MaidCentral under this Agreement.

12.15 Entire Agreement. This Agreement, including the attachments hereto, constitutes the entire agreement between the parties, and supersedes and cancels all previous and contemporaneous registrations, agreements, commitments and writings, with respect to the subject matter. Any item or service furnished by MaidCentral in furtherance of this Agreement shall be covered by this Agreement unless specifically covered by some other agreement executed by Client and MaidCentral.