MaidCentral License Agreement

Last Updated July 23, 2025

This License Agreement “License Agreement” together with any agreement or order form “Order Form” that incorporates this License Agreement, and any and all attachments thereto, including those incorporated by reference therein collectively, this “Agreement” are a binding legal agreement between you and MaidCentral, LLC, a South Carolina limited liability company “MaidCentral”, regarding your use of the MaidCentral proprietary online platform for field service business management, additional services related thereto, and/or certain standalone software or service offerings, and related content made available to you through our websites located at MaidCentral.com, and related technologies collectively, including any updated or new features, functionality, and technology, the “System” as well as any products or services, including professional services, provided to you by MaidCentral, effective as of the date you accept this Agreement the “Effective Date”. By clicking on the words “I accept”, you agree to the terms of this Agreement and that this Agreement is a binding contract between MaidCentral and you. If you do not agree to abide by this Agreement, you will not access, browse, or use the System.

If you are registering for an account or using the System on behalf of an entity, organization, or company “Corporate Entity”, you agree to this Agreement on behalf of that Corporate Entity and you represent and warrant to MaidCentral that you have the authority to bind that Corporate Entity to this Agreement and, in which case, the terms “Client”, “you” and “your” will refer to that Corporate Entity. If you are not registering for an account or using the System on behalf of a Corporate Entity or if you are registered for an account or using the System as an Authorized User of a Corporate Entity, then the terms “Client”, “you” and “your” will refer to you in your individual capacity. The terms “MaidCentral,” “we,” “us,” and “our” refer to MaidCentral and our affiliates, as applicable. MaidCentral’s direct competitors or third-party agents acting on behalf of such direct competitors are prohibited from accessing the System.

• 1. Account Registration.
• 1.1 Accounts; Authorized Users. You must register for and maintain an account with us to use the System. When registering, you must provide accurate and complete information and promptly update this information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the System. Only you, your employees, contractors, or customers who are authorized to access the System using a user identifier and password provided to you by us or set up by you “Authorized Users”, may use your account to access and use the System and conduct all permitted activities with us. You are responsible for all activities that occur through your account. To protect your account from unauthorized use, you must keep your user identification and password and those of your Authorized Users secure. You must notify us immediately of any unauthorized use of your account or any other breach of security. If there is unauthorized use by anyone who obtained access to the System directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by MaidCentral to prevent or terminate unauthorized use of the System. Certain features or functionality of the System may only be accessed or used by a certain type of Authorized User, such as defined user roles, and access to such features and functionality may be subject to specific Authorized User limits set forth in the agreement, order form or other document executed by you and us into which this Agreement is incorporated.
• 1.2 Eligibility. You must be at least the age of majority in the jurisdiction in which you live which in most jurisdictions is either 18 or 19 years of age to use the System. By entering into this Agreement, you represent and warrant to us that:
• i you are at least the age of majority in the jurisdiction in which you live;
• ii you have not previously been suspended or removed from the System; and
• iii your registration and your use of the System is in compliance with any and all applicable laws and regulations.

• 2. Grant of License.
• 2.1 License Grant. MaidCentral hereby grants to you a non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement to: i access and use the System solely in connection with business operations, and ii solely to facilitate the provision of the System to you, in accordance with the terms of this Agreement.
• Further, if MaidCentral provides you with any AI Tools or other software outside the System “Ancillary Software”, MaidCentral hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use that Ancillary Software solely in connection with your use of the System. Your use of Ancillary Software may be subject to additional terms and conditions, and may be purchased either inside the System or through other sales channels.
• 2.2 Restrictions. You shall not reverse engineer, decompile, attempt denial of service, interfere with the System by utilization of Third-Party Applications, or otherwise tamper with the code of services embodying the System. You 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 your Authorized Users at any time by providing you with a written notice if MaidCentral believes, in its sole discretion that you or Authorized Users are using the System in a manner which may result in an unreasonable burden, server down time, security vulnerability or other issues related to MaidCentral’s System.
• 2.3 Artificial Intelligence. From time to time, we may introduce features and capabilities as part of the System that utilize artificial intelligence, machine learning, generative AI, or similar technologies the “AI Tools”. While MaidCentral uses commercially reasonable efforts to reduce errors and omissions arising from use of AI Tools, MaidCentral makes no warranties, express or implied, regarding the accuracy, reliability or non-infringement of the AI Tools including without limitation any and all outputs therefrom and disclaims any liability for errors, actions or omissions based on the AI Tools or your use thereof. Any content generated by AI Tools is not reviewed by MaidCentral and you are solely responsible for reviewing such content for purposes of accuracy before publishing or utilizing such content. In addition, in certain jurisdictions, notice and/or consent may be required from the downstream individual in the event AI Tools are used in connection with the processing of “personal information”, “personal data” or otherwise. In the event that any consents or notices are required, you agree and acknowledge that you are solely responsible for providing all required consents or notices with respect to the System including use of AI Tools. Should you not have the authority to provide such consents or notices, or if you do not agree to be responsible for obtaining such consents or notices, you must not use the System and should immediately discontinue all use.

• 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; and
• c MaidCentral shall not be liable to you 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 you and your Authorized 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 your rights and obligations as set forth in this Agreement. MaidCentral’s obligation to provide the System is conditioned on your 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 Client Data. For the purposes of this Agreement “Client Data” means electronic data or information or business data submitted to the System by Client or any Authorized User or directly created by any such person for Client’s use in connection with the use of the System. Notwithstanding the foregoing, Client Data does not include non-identifiable aggregated data compiled by MaidCentral in connection with Client’s including its Authorized Users’ use of the System “Aggregated Statistics”. 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. MaidCentral retains full rights to collect, use, analyze, modify, distribute, and disclose Aggregated Statistics for any purpose, including but not limited to compiling statistical and performance information related to the provision and operation of the System, improving performance and offering new functionality to the System, bug fixing and releasing new versions, providing statistical insights as part of products and services offered by MaidCentral or its affiliates, promoting and assisting in your experience, and providing general improvements in the products and services.
• 3.5 Client Data License. Subject to your compliance with this Agreement, in order to provide services through the System you may upload Client Data to the System, including registration information and personal identifiable information, and link other services to the System to integrate your Client Data from those other services. You hereby grant us a non-exclusive, non-sublicensable except to service providers and subcontractors providing services to MaidCentral, transferable, worldwide, royalty-free, irrevocable license to use, reproduce, modify, transmit, distribute and otherwise exploit all such information while you are actively subscribing to or otherwise using the System to
• a internally perform the services of the System, in any way subject to compliance with applicable laws such as privacy laws; and
• b internally or externally in any way provided that such information is de-identified when stored and aggregated prior to use, or is otherwise Aggregated Statistics.
• 3.6 Export Period. Upon request by Client made within thirty 30 days after the effective date of termination of this Agreement, MaidCentral will make commercially reasonable efforts to download a file of Client Data in a format approved by MaidCentral. 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. MaidCentral makes no representation as to the integrity, completeness, or timeliness of any data so exported. 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.
• 3.7 Operational Data. Certain features of the System may collect, compile, and transmit to Client certain data related to Client’s employees, including but not limited to hours worked, jobs completed, and tips earned collectively, “Operational Data”. Client expressly grants to MaidCentral a non-exclusive, royalty-free, worldwide license to use, access, store, process, and reproduce Operational Data during the term of this Agreement. This Operational Data is provided solely for the Client’s internal business purposes, including use in populating its payroll systems. Client acknowledges and agrees that:
• a MaidCentral does not provide payroll services, tax advice, or legal compliance services. The Operational Data is provided “as is” and is not intended to serve as a substitute for professional payroll or tax preparation services;
• b Client is solely responsible for reviewing, verifying, and ensuring the accuracy, completeness, and compliance of all Operational Data prior to using it for payroll, tax, or any other employment related purposes. MaidCentral makes no representations or warranties regarding the accuracy or completeness of the Operational Data, nor its suitability for any particular use by Client; and
• c MaidCentral shall not be liable for any errors, omissions, delays, or inaccuracies in the Operational Data, or for any consequences arising from Client’s use of or reliance on such data, including but not limited to payroll miscalculations, wage disputes, tax liabilities, or regulatory penalties.
• 3.7 Translated Content. Certain features of the System may offer translations of certain content, data, and materials into languages other than English the “Translated Content”. Such translations may be provided using automated third-party translation tools or services. You acknowledge and agree that:
• a Translated Content is provided “as is” and for informational purposes only. MaidCentral does not guarantee the accuracy, reliability, or completeness of any translation. In the event of any conflict or inconsistency between the English version and a translated version of any content, the English version shall control.
• b MaidCentral makes no representations or warranties, express or implied, regarding the correctness or suitability of any translation for legal, regulatory, or business decision-making purposes.
• c The Translated Content is facilitated by a third-party provider. By using the Translated Content, you are subject to any additional terms and conditions imposed by the third-party provider.
• d MaidCentral expressly disclaims any liability for errors, omissions, or misinterpretations arising from the use of Translated Content, whether caused by automated tools, third party providers, or otherwise.

• 4. Client Obligations.
• 4.1 Compliance with Laws, Regulations and System Terms of Service. You shall abide by the System Terms of Service and all applicable laws and regulations. You shall not transfer, use or export System in violation of any laws or regulations of any government or governmental agency. You shall comply with all data privacy laws, and shall acquire appropriate consent when necessary from your Authorized Users.
• 4.2 Product and Service Representations. In no event whatsoever shall MaidCentral be responsible or liable to you 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 you or your Authorized Users and ii the failure of your products and/or services to comply with any applicable laws, regulations or rules, including without limitation those relating to labeling, transportation and shipping.
• 4.3 Trademarks. In no event whatsoever shall MaidCentral be responsible or liable to you for any claims, damages, losses or liabilities related to or arising out of the ownership, validity and/or defense of the trademarks used by you.
• 4.4 Ownership and Responsibility for Products and Services. You shall be solely responsible for all products and services offered and sold by you through or with the assistance of the System and all liabilities related thereto. You shall at all times bear the risk of loss with respect to your products and services, and at no point in the sales cycle, including before and after the sale is affected, shall ownership of your products and services, or liabilities related to such products and services, transfer, or be construed to transfer, to MaidCentral.
• 4.5 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 Third­Party 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. Client shall not engage in, facilitate, or permit any activity, including through the use of Third-Party Applications or other AI Tools, that disrupts, disables, or degrades the performance or availability of the System. Client shall not engage in or permit the use of automated methods such as bots, crawlers, or scrapers, whether directly or through Third-Party Applications, to access, extract, or index any portion of the System without MaidCentral’s prior written consent. If the use of Third Party Applications subjects the System to excessive or high-frequency access requests, including repeated data “pulls,” at a rate that materially exceeds typical user behavior, it shall be deemed a material breach of this Agreement. 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. Client shall defend, indemnify and hold harmless MaidCentral from any damages arising out of or related to the use of any Third-Party Applications or violation of this Section 4.5. 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.
• 4.6 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 Authorized Users from installing or enabling such Third-Party Applications for use with the System.
• 4.7 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 you to any refund, credit, or other compensation.
• 4.8 Other Responsibilities. You shall:
• i be responsible for Authorized 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 you acquired Client Data, and
• iii use the System only in accordance with the System Terms of Service and applicable laws and government regulations. You shall not:
• a make the System available to anyone other than Authorized Users,
• b sell, resell, rent or lease the System except as permitted under this Agreement,
• c 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 you are 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. Certain features of the System may require you to pay fees, including all applicable taxes “Fees”. Such Fees may differ based on the specific features and functionality of the System you subscribe to and the number of Authorized Users or transactions for which you purchase subscriptions with respect to such features and functionality. You will have an opportunity to review the Fees that you are charged. Unless otherwise agreed in writing, all Fees are in U.S. Dollars and are non-refundable.
• 5.2 Fees Payment Mechanism. MaidCentral shall issue monthly invoices, or as otherwise agreed upon in writing by the Client and MaidCentral, calculated in accordance with the Fees. 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, and utilizing the Services, you are expressly agreeing that MaidCentral will automatically bill the Fees and any subsequent renewals of the Fees to your credit card on the 1st of each month, the next business day or at the earliest convenience of MaidCentral. You agree to provide MaidCentral with complete and accurate billing and contact information. MaidCentral may terminate this Agreement and/or your access to the System if the billing or contact information is false, fraudulent or invalid.
• 5.3 Taxes. MaidCentral may be required to charge sales or other tax on products and services pursuant to certain foreign, federal, state, provincial and local laws, and may pass through regulatory, access, or usage fees or charges. Estimated or final taxes along with applicable fees and charges are not included in the System Fees charged under this Agreement and shall be borne by you. Your invoice will reflect the final taxes, fees, and charges in effect at the time of invoicing based on the address for the businesses. You must claim any exemption for all applicable taxes, fees, or charges at the time of purchase and provide any/all exemption certifications. Client is solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from any sale of Client’s products or services to Client’s customers “End Customers” and any other business transactions between Client and End Customers using the System. Any contract of sale made through the System is directly between Client and the End Customer

• 6. Term and Termination.
• 6.1 Effective Date; Term. The term of this Agreement commences upon your registration for the System subscription whether via entering into an Order Form or other written agreement that incorporates this License Agreement and remains in effect for the term of your subscription. Upon termination, your access to the System and any information stored by the System will also terminate. If this Agreement is terminated for any reason: i you will pay to MaidCentral any fees or other amounts that have accrued prior to the effective date of the termination, and ii any and all liabilities accrued prior to the effective date of the termination will survive.
• 6.2 Event of Default Defined. Any one 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 Authorized 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. Warranty, Indemnity; Limitations
• 7.1 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. You represent and warrant that:
• a you will not upload or request that MaidCentral import any information including personal information to the System unless you have all consents, permissions and licenses necessary to do so and to authorize MaidCentral’s collection, use, disclosure and retention of that information in accordance with this Agreement; and
• b your use of the System will not subject MaidCentral to any liability or cause MaidCentral to violate any law, rule, or regulation or guideline.
• 7.2 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 use of Third-Party Applications;
• ii the use or disclosure of proprietary information or trade secrets of others caused by the acts or omissions of Client, or
• iii Client’s products and services claims, or any dispute between Client and its customers, or a transaction performed by Client through the System.
• 7.3 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.
• 7.4 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.

• 8. Limitation of Liability.
• IN NO EVENT SHALL MAIDCENTRAL, ITS AFFILIATES, LICENSORS, OR AGENTS BE LIABLE TO YOU OR AUTHORIZED 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 YOUR AND AUTHORIZED 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.

• 9. Intellectual Property Rights.
• 9.1 System Ownership. You 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 licenses of any kind are granted hereunder, whether by implication, estoppel, or otherwise.
• 9.2 Software Ownership. The System and all software, with the exception of third­party 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.
• 9.3 Feedback. If you provide feedback, comments, suggestions, or recommendations to us regarding the System or MaidCentral’s website “Feedback”, you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a non-exclusive, fully-paid, royalty-free, perpetual and irrevocable license to exploit the Feedback in any manner and for any purpose.
• 9.4 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.
• 9.5 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 an Authorized 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.
• 9.6 Goodwill; Guidelines; Quality Control. Any goodwill arising out of any use of the marks subject to Sections 9.4 and 9.5 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. Force Majeure.
• A party shall neither be held liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for failure or delay in fulfilling or performing any obligation hereunder other than an obligation for the payment of money to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of such party including, but not limited to, fire, floods, embargoes, pandemics or epidemics, war, acts of war, riots, strikes, acts of God, or omissions or delays in acting by any governmental authority. 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. Miscellaneous
• 11.1 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 ninety 90 days of the demand for arbitration and close within ninety 90 days of such commencement and the award of the arbitrators shall be issued within thirty 30 days of the close of the hearing; provided, however, that the arbitrators, upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty 60 days. The arbitrators 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 arbitrators 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 arbitrators.
• 11.2 Relationship of Parties. The relationship of MaidCentral and you 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.
• 11.3 Amendments and Modifications. This Agreement may be amended by MaidCentral by posting online at maidcentral.com or through revisions listed as part of your login to the System. Your continued use of the System is acknowledgment and acceptance of the terms of this Agreement.
• 11.4 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.
• 11.5 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.
• 11.6 Assignment. You shall not assign or delegate this Agreement or any of your rights or duties under this Agreement, without the prior written consent of MaidCentral, 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.
• 11.7 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.
• 11.8 Survival. Sections 4.1, 5, 7, 8, 9, and 11 survive any termination or expiration of this Agreement.
• 11.9 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
• 11.10 Notices. MaidCentral in its sole discretion may change the terms of this Agreement 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 System. 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 System, you should stop using the System, because by continuing to use the System you indicate your agreement to be bound by the updated terms.
• 11.11 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 4.5 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.
• 11.12 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.
• 11.13 Gratuity. Except for amounts provided by you through the System as part of the “tip” feature, MaidCentral does not designate any portion of your payment as a tip or gratuity to a third party provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any third-party provider who provides you with services or goods obtained through the System, you are under no obligation to do so.
• 11.14 Attorneys’ Fees. You shall pay on demand all of MaidCentral’s reasonable attorneys’ fees and other costs incurred by MaidCentral to collect any fees or charges due to MaidCentral under this Agreement or any other subscription agreement for access to the System.
• 11.15 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 you and MaidCentral.