Platform Access Agreement

Updated as of March 21, 2022

This Fixlers Pro Platform Access Agreement (this “PAA”) is by and among you and your company/business (“you”) and Fixlers LLC, a New York limited liability company (“Fixlers”). This PAA governs your access to our Platform (defined below) which facilitates your provision of home-related services (collectively, “Home Services”) to Fixlers account holders seeking to access certain types of Home Services (“Consumers”). For the sake of clarity, references to “we,” “our” and “us” refer to Fixlers.

Access to our technology platform includes access to our website(s) and technology application that, among other things, facilitate your access and provision of Home Services to Consumers; as well as all other associated services, including any payment and support services, provided by Fixlers, its affiliates or third parties (collectively, our “Platform”).

Your access to and use of our Platform is also governed by the applicable terms found on our website including the Fixlers Terms of Use and any other applicable Fixlers standards and policies and any other agreements you have with us (collectively with this PAA, this “Agreement”), which are incorporated by reference into this Agreement. By accepting this Agreement, you confirm that you have read, understand and accept the provisions of this Agreement and intend to be bound by this Agreement. This Agreement is effective as of the date and time you accept it.

1. Relationship with Fixlers
   1. Contracting Parties. The relationship between the parties is solely as independent business enterprises, each of whom operates a separate and distinct business enterprise that provides a service outside the usual course of business of the other. This is not an employment agreement and you are not an employee. You confirm the existence and nature of that contractual relationship each time you access our Platform. We are not hiring or engaging you to provide any service; you are engaging us to provide you access to our Platform. Nothing in this Agreement creates, will create, or is intended to create, any employment, partnership, joint venture, franchise or sales representative relationship between you and us. You have no authority to make or accept any offers or representations on our behalf.
   2. Your Choice to Provide Home Services to Consumers. We do not, and have no right to, direct or control you. Subject to Platform availability, you decide when, where and whether (a) you want to offer Home Services facilitated by our Platform and (b) you want to accept, decline, ignore or cancel a Project (defined below) request; provided, in each case, that you agree not to discriminate against any potential Consumer in violation of the Requirements (defined below). Subject to your compliance with this Agreement, you are not required to accept any minimum number of Projects in order to access our Platform and it is entirely your choice whether to provide Home Services to Consumers directly, using our Platform, or using any other method to connect with Consumers, including, but not limited to other platforms and applications in addition to, or instead of, ours. You understand, however, that Consumers’ experiences with Projects you perform, as determined by Consumer input, may affect your ability to access our Platform or receive Projects.
2. Our Platform
   1. General. While using our Platform, you may receive lead generation and other technology-based services that enable those operating independent business enterprises like you to perform Home Services projects requested by Consumers (“Projects”). Subject to the terms and conditions of this Agreement, Fixlers hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use our Platform solely for the purpose of performing Projects and accessing services associated with performing Projects.
   2. Compliance. You are responsible for identifying, understanding, and complying with (i) all laws (including, but not limited to, applicable laws governing your collection, use, disclosure, security, processing and transfer of data), rules and regulations that apply to your performing of Projects (including whether you are permitted to provide Home Services at all) in the jurisdiction(s) in which you operate (your “Region”) and (ii) this Agreement (collectively, the “Requirements”). Subject to applicable law, you are responsible for identifying and obtaining any required license, permit, or registration required to provide any Home Services that you provide using our Platform. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, your ability to access and use our Platform is at all times subject to your compliance with the Requirements. You agree not to access or attempt to access our Platform if you are not in compliance with the Requirements.
   3. Your Provision of Home Services to Consumers.

      (a) You represent, warrant and covenant that (i) you and your employees, agents, contractors and subcontractors who may perform work for you are properly and fully qualified and experienced, and licensed, certified, bonded and insured, as required by Requirements applicable to Home Services and in relation to any specific Project (ii) your access and use of our Platform, and provision of Home Services, in your Region is permitted by the Requirements (including any age requirements), and (iii) all such access and use of our Platform will be in compliance with the Requirements. You are responsible for, and bear all costs of, providing all equipment, tools and other materials that you deem necessary or advisable and are solely responsible for any obligations or liabilities arising from the Projects you perform.

      (b) You represent, warrant and covenant that you will (i) complete all Projects in a timely and professional manner with the degree of skill and care that is required by best industry standards, (ii) you will not engage in any acts of wrongdoing, dishonesty or unethical business practices, including bait and switch tactics and misleading advertising or claims, (iii) accept payment for a Project obtained through the Platform only through the Platform, (iv) with respect to any Consumer for whom you perform a Project, not solicit additional Home Services work directly from such Consumer except through (and to the extent permitted by) the Platform and Terms and (iv) not subcontract work on any Project except with our prior written approval.

   4. Accessing our Platform.

      (a) To provide Home Services you must create and register an account. All information you provide to us must be accurate, current and complete and you will maintain the accuracy and completeness of such information during the term of this Agreement. Unless otherwise permitted by us in writing, you agree to only possess one account for performing Projects. You are responsible for all activity conducted on your account. For account security and Consumer safety purposes, you agree not to share or allow anyone to use your login credentials or other personal information used in connection with your account, including but not limited to photos of yourself, to access our Platform. If you think anyone has obtained improper access to your account, login credentials or personal information, you are required to notify us and to change your password immediately so that we may take appropriate steps to secure your account. You agree that Fixlers is not responsible for any losses arising from your sharing of account credentials with a third party, including without limitation phishing.

      (b) You represent, warrant, and covenant that you have all required authority to accept and be bound by this Agreement. If you are accepting this Agreement on behalf of your company, entity, or organization, you represent and warrant that you are an authorized representative of that company, entity, or organization with the authority to bind such party to this Agreement.

   5. Background Checks.

      (a) During your account creation and registration, we will collect, and may verify, certain information about you.

      (b) You may also be required to pass various background and other checks both prior to the first time you access our Platform and from time to time thereafter during the term of this Agreement, and we may limit, block, suspend, deactivate, or cancel a your account based on the results of such a check. These checks may include, without limitation and to the extent permitted by law, credit checks, history of criminal convictions and sex offender registration, and may be facilitated by third parties. You hereby authorize use of your personal information, such as your full name and date of birth, to obtain such reports from our vendors and authorize and instruct us to provide copies of such checks to insurance companies, relevant regulators and/or other governmental authorities as needed for safety or other reasons, as described in our Privacy Notice.

   6. Accepting Project Requests.

      (a) Project requests may appear in the Platform and you may attempt to accept, decline or ignore them. Accepting a Project request creates a direct business relationship between you and the Consumer in accordance with the terms of the Home Services the Consumer has requested through our Platform. The mechanism for accepting or declining Projects may vary depending on the type of Project-request you accept. You acknowledge upon acceptance of a Project request, you may incur Fixlers fees as described in an applicable Project Fee addendum to this PAA.

      (b) You will choose the most effective, efficient and timely manner to successfully complete a Project.

      (c) You may receive Consumer information, such as name, address and nature of Project request, and you agree that Consumers may also be given identifying information about you, including your first name, photo and certain other information you have voluntarily provided through the Platform (collectively, “User Information”).

      (d) Without a Consumer’s consent, you agree to not contact any Consumer or otherwise use any of the Consumer’s User Information except solely in connection with the performance of Projects for that Consumer. You agree to treat all Consumer User Information as Confidential Information (defined below) received by you under this Agreement. You acknowledge that your violation of your confidentiality obligations may also violate certain laws and could result in civil or criminal penalties.

   7. Use of Fixlers Branded Materials.

      (a) You are not required to use, wear or display Fixlers’ name or logo or to use materials displaying Fixlers’ name or logo (collectively “Fixlers Branded Materials”).

      (b) Your authorized display of Fixlers Branded Materials may signify to Consumers that your Home Services is facilitated by our Platform. Fixlers grants you a limited license to use, wear, or display Fixlers Branded Materials provided directly to you by Fixlers (“Authorized Fixlers Branded Materials”) when performing Projects solely for the purpose of identifying yourself as someone selling Home Services facilitated by our Platform. You agree not to (i) use, wear, or display Fixlers-Branded Materials that are not Authorized Fixlers Branded Materials (ii) purchase, accept, offer to sell, sell or otherwise transfer Fixlers Branded Materials that are not Authorized Fixlers Branded Materials or (iii) offer to sell or sell, or otherwise transfer Authorized Fixlers Branded Materials, without Fixlers’ prior written permission.

      (c) The parties expressly agree that your access to, or use of, Fixlers Branded Materials, whether or not authorized, does not indicate an employment or other similar relationship between you and us. You further agree not to represent yourself as our employee, representative or agent for any purpose or otherwise misrepresent your relationship with us.

   8. Damage, Criminal Offenses, and Other Compliance Obligations. For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident that involves damage to a person or property that occurs during your performance of a Project and you agree to cooperate with any investigation and attempted resolution of such incident. Additionally, you agree to notify us within 24 hours if you are arrested for, charged with, or convicted of a criminal offense, for Platform eligibility consideration.
   9. Ratings. Consumers for whom you perform Projects may be asked to comment on your services, and you may be asked to comment on such Consumers. These comments can include star or other ratings and other feedback (collectively, “Ratings”), which we ask all parties to provide in good faith. Ratings are not confidential and you hereby authorize our use, distribution and display of your Ratings (and Ratings about you) as provided in our Privacy Notice, without attribution or further approval. We have no obligation to verify Ratings or their accuracy, and may remove them from our Platform in our sole discretion, which could adversely affect your ability to access Projects through our Platform.
   10. Communication Consents. You agree that we may contact you by email, telephone or text message (including by an automatic telephone dialing system) at any of the phone numbers provided by you, or on your behalf, in connection with your account. You also understand that you may opt out of receiving text messages from us at any time, either by replying “STOP” or texting the word “STOP” to _______ using the mobile device that is receiving the messages, or by contacting us at help.Fixlers.com. Notwithstanding the foregoing, we may also contact you by any of the above means, including by SMS, in case of suspected fraud or unlawful activity by your or on your account.
3. Insurance
   1. General Liability Insurance. You agree to maintain during the term of this Agreement general liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy minimum requirements applicable to your activities in the Territory or otherwise at levels of coverage customary in the Home Services industry in the Territory. You agree to provide Company and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 8.1 upon request. Furthermore, you must provide Company with prompt written notice of cancellation of any required insurance policy. Company shall have no right to control your selection or maintenance of your policy. You must be a named insured on the insurance policy required in this Section 3.1 at all times.
   2. Your Other Insurance for Home Services. You will maintain workers’ compensation insurance if it is required by applicable law. If allowed by applicable law, you can insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance (and it is at your own risk if you decide not to).
   3. Limitations on Your Personal Insurance. You understand that while you are providing Home Services your personal insurance policy may not afford liability or other coverage for you. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility to resolve them with your insurer.
   4. Fixlers’ Maintained Insurance. We may, in our sole discretion, choose to maintain insurance related to Projects you perform, but we are not required to provide you with any specific coverage for loss to you or your equipment, unless we specifically describe it in an addendum to this PAA. We can change, reduce or cancel insurance that is maintained by us, if any, at any time without notice to you or authorization from you.
4. Financial Terms.
   1. 4.1. Project Fee Calculation and Your Payment. You are entitled to charge a fee for each Project you perform for a Consumer through the Platform (a “Project Fee”). Each Project Fee shall be calculated in accordance with our fee and rate schedule in effect at the time you perform the Project and provided to you on or through the Platform, via email or otherwise, as the same may be updated by us from time to time in our sole discretion (“Fee Calculation”). You acknowledge and agree that the Project Fee provided under the Fee Calculation is the only payment you will receive in connection with the provision of Home Services through the Platform, and that neither the Project Fee nor the calculation thereof includes any gratuity. You are also entitled to charge Consumers for any taxes or ancillary fees incurred during the provision of Home Services, if applicable. You: (i) appoint Company as your limited payment collection agent solely for the purpose of accepting Project Fees and, depending on the region and/or if requested by you, applicable taxes and fees from the Consumer on your behalf via the payment processing functionality facilitated by our Platform; and (ii) agree that payment made by a Consumer to Company (or to an Affiliate of Company acting as an agent of Company) shall be considered the same as payment made directly by such Consumer to you. In addition, the parties acknowledge and agree that as between you and Company, the Project Fee is a recommended amount, and the primary purpose of the pre-arranged amount or rate is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a fee that is less than the Project Fee as calculated pursuant to our fee and rate schedule; or (ii) negotiate, at your request, a Project Fee that is lower than the Project Fee as calculated pursuant to our fee and rate schedule (each of (i) and (ii) herein, a “Negotiated Fee”). Company shall consider all such requests from you in good faith. Company agrees to remit, or cause to be remitted, to you on at least a bi-weekly basis: (a) the Project Fee less the applicable Service Fee (defined below); and (b) depending on the region, any applicable taxes and ancillary fees. If you have separately agreed that other amounts may be deducted from the Project Fee prior to remittance to you, the order of any such deductions from the Project Fee shall be determined exclusively by Company (as between you and Company).
   2. Changes to Fee Calculation. Company reserves the right to change the Fee Calculation at any time in Company’s discretion based upon factors it deems relevant, and Company will provide you with notice in the event of changes that would result in a change in the recommended Project Fee. Continued use of the Platform after any such change in the Fee Calculation shall constitute your consent to such change.
   3. Project Fee Adjustment. Company reserves the right to: (i) adjust the Project Fee for a particular Project (e.g., it took you an unnecessarily long amount of time to perform a Project, you failed to properly end a Project on the Platform, technical error in the Platform services, etc.); or (ii) cancel the Project Fee for a particular Project (e.g., Consumer is charged for a Project that was not performed or not properly performed, in the event of a User complaint, fraud, etc.). Company’s decision to reduce or cancel the Project Fee in any such manner shall be exercised in a reasonable manner.
   4. Service Fee. In consideration of Company’s provision of the Platform for your use and benefit hereunder, you agree to pay Company a service fee on a per Project basis calculated as a percentage of the Project Fee determined by the Fare Calculation (regardless of any Negotiated Fee), as provided to you on or through the Platform, via email or otherwise made available electronically by Company from time to time (“Service Fee”). In the event regulations applicable to the locality in which you render services require taxes to be calculated on the Project Fee, Company shall calculate the Service Fee based on the Project Fee net of such taxes. Company reserves the right to change the Service Fee at any time in Company’s discretion based upon such factors as the Company deems relevant, and Company will provide you with notice in the event of such change. Continued use of the Platform after any such change in the Service Fee calculation shall constitute your consent to such change.
   5. Cancellation Charges. You acknowledge and agree that Consumers may elect to cancel requests for Projects that have been accepted by you via the Platform at any time prior to your commencement of the actual Project. In the event that a Consumer cancels an accepted request for a Project prior to commencement of the Project, Company may charge the Consumer a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Project Fee for the cancelled Project for the purpose of remittance to you hereunder (“Cancellation Fee”). The parties acknowledge and agree that as between you and Company, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at your request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Project Fee for the cancelled Project for the purpose of remittance to you hereunder.
   6. Receipts. As part of the Platform services, Company provides you a system for the delivery of receipts to Consumers for Projects rendered. Upon your completion of a Project for a Consumer, Company prepares an applicable receipt and issues such receipt to the Consumer via email on your behalf. Such receipts are also provided to you via email or the Platform. Receipts include the breakdown of amounts charged to the Consumer for the Project and may include specific information about you, including your name, contact information and photo, as well as a Project report. Any corrections to a Consumer’s receipt for a Project must be submitted to Company in writing within three (3) business days after the completion of such Project. Absent such a notice, Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Project Fee.
   7. No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Company and its Affiliates may seek to attract new Consumers to Fixlers and to increase existing Consumers’ use of the Platform. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
   8. Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your performance of Projects as required by applicable law; and (b) provide Company with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Projects. Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Projects and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4.8 directly to the applicable governmental tax authorities on your behalf or otherwise.
5. Term and Termination; Effect; Survival
   1. Term. This Agreement is effective as of the date and time you accept it and will continue until terminated by you or us.
   2. Termination by You. You may terminate this Agreement (a) without cause at any time upon seven (7) days’ prior written notice to Fixlers; and (b) immediately, without notice, for Fixlers’ violation or alleged violation of a material provision of this Agreement.
   3. Deactivation. You consent to and we may temporarily deactivate your account without notice to investigate whether you have engaged in, or your account has been used in, activity that is deceptive, fraudulent, unsafe, illegal, harmful to our brand, business or reputation, or that violates this Agreement (including the policies incorporated herein by reference)(any of the foregoing, a “Material Breach or Violation”). You also consent to and we may terminate this Agreement or permanently deactivate your account without notice if we determine in our discretion that a Material Breach or Violation has occurred.
   4. Effect of Termination and Survival. Upon termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination. Once the Agreement is terminated you will no longer access our Platform to perform Projects. You agree to use commercially reasonable efforts to return any Fixlers Branded Materials, but excluding promotional materials, to Fixlers or destroy them. Sections 1, 2.7, 2.10(b), 4, 5.4, 6-9, 12 and 13 shall survive any termination or expiration of this Agreement.
6. DISCLAIMERS
   1. WE PROVIDE OUR PLATFORM AND ANY ADDITIONAL PRODUCTS OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND, AND YOUR ACCESS TO OUR PLATFORM IS NOT GUARANTEED TO RESULT IN ANY PROJECT REQUESTS. WE DO NOT WARRANT THAT OUR PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR- FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, THAT OUR TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BELIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT YOUR ACCESS TO OUR PLATFORM.
   2. WE PROVIDE LEAD GENERATION AND RELATED SERVICES ONLY, AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE CONSUMERS WHO MAY REQUEST OR ACTUALLY RECEIVE HOME SERVICES FROM YOU. WE DO NOT SCREEN OR EVALUATE THESE CONSUMERS. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SAFETY, SECURITY, AND NON- INFRINGEMENT. WE EXCLUDE ALL WARRANTIES TO THE EXTENT THOSE REGULATIONS ALLOW.
   3. IF A DISPUTE ARISES BETWEEN YOU AND CONSUMERS FOR WHOM YOU PERFORM PROJECTS OR ANY OTHER THIRD PARTY, YOU RELEASE US FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
   4. WE MAY USE ALGORITHMS IN AN ATTEMPT TO FACILITATE PROJECTS AND IMPROVE THE EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF OUR PLATFORM; ANY SUCH USE DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.
7. Information

   We may collect and disclose information from or about you when you create an account, interact with our Platform or perform Projects and as otherwise described in our Privacy Notice. Notwithstanding anything herein to the contrary (a) the collection, use, and disclosure of such information will be made in accordance with our Privacy Notice and (b) if you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with, or related to, us or our Platform, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

8. Confidentiality
   1. Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party or third parties (“Confidential Information”). Confidential Information includes Consumer User Information and the Home Services volume, marketing and business plans, business, financial, technical, operational and such other, non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. Confidential Information does not include any information that: (a) was in the receiving party’s lawful possession prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (b) is lawfully disclosed to the receiving party by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or (c) is independently developed by the receiving party without the use of or access to the Confidential Information, as clearly and convincingly corroborated by written records.
   2. Obligations. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third- party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform their obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party; subject to applicable law and our internal record-keeping requirements.
   3. Remedies. The unauthorized use or disclosure of any Confidential Information would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the parties have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies described in Section 13, applicable law or otherwise.
9. Intellectual Property

   We reserve all rights not expressly granted in this Agreement. Our Platform, and all data gathered through our Platform, including all intellectual property rights therein (the “Platform IP”), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of Fixlers’ or our licensors’ company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“Fixlers Names, Marks, or Works”) or the Platform IP conveys or grants to you any rights in or related to the Platform IP, or related intellectual property rights, including Fixlers’ Names, Marks, or Works, except for the limited license granted above. You shall not, and shall not allow any other party to: (a) license, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Platform IP or Authorized Fixlers-Branded Materials; (b) reverse engineer or attempt to extract the source code of our software, except as allowed under law; (c) use, display, or manipulate any of Fixlers Names, Marks, or Works for any purpose other than to provide Projects; (d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include Fixlers Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work; (e) use Fixlers Names, Marks, or Works as your social media profile picture or wallpaper; (f) purchase keywords (including, but not limited to Google AdWords) that contain any Fixlers Names, Marks, or Works; (g) apply to register, reference, use, copy, and/or claim ownership in Fixlers’ Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted above; (h) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Platform or data; or (i) aggregate Fixlers’ data with competitors’.

10. Third-Party Services

    From time to time we may permit third parties to offer their services to you and other users of our Platform. Third-party services may be subject to additional terms (including pricing) that apply between you and the party(ies) providing such services. If you choose to access the third-party services you understand that the providers of the third-party services are solely responsible for liabilities a rising in connection with the access and use of such third-party services. While we may allow users to access such services through our Platform and we may collect information about our users’ use of such services, we may not investigate, monitor or check such third-party services for accuracy or completeness. We utilize third party services in connection with payment processing functionality on our Platform and to assist in our capacity as limited payment collection agent on your behalf. You acknowledge and agree that our payment processing functionality and agreement to serve as your limited payment collection agent, are subject to the terms and conditions imposed by such third party service providers.

11. [Intentionally Omitted]
12. Miscellaneous
    1. Modification. You will only be bound by modifications or supplements to this PAA on your acceptance, but if you do not agree to them, you may not be allowed to access our Platform. Such modifications or supplements may be provided to you only via electronic means. From time to time we may modify information hyperlinked in this PAA (or the addresses where such information may be found) and such modifications shall be effective when posted.
    2. Severability. Invalidity of any provision of this Agreement does not affect the rest of this Agreement. The parties shall replace the invalid or non-binding provision with provision(s) that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
    3. Assignment. We may freely assign or transfer this Agreement or any of our rights or obligations in this Agreement, in whole or in part, without your prior consent. You agree not to assign this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without such consent is void.
    4. Conflicts. If there is a conflict between this PAA and any supplemental terms between you and us, those supplemental terms will prevail with respect to the specific conflict if explicitly provided therein, and is in addition to, and a part of, this Agreement.
    5. Interpretation. In this Agreement, “including” and “include” mean “including, but not limited to.”
    6. Notice. Except as explicitly stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to Fixlers LLC, _______________________, Attn: Legal Department. All notices to you may be provided electronically including through our Platform or by other means.
    7. Governing Law. Except as specifically provided in this PAA, this PAA is governed by the law of the State of New York (the “Governing Law”). The Governing Law shall apply without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.
    8. Entire Agreement. Except as specifically set forth in Section 12.4, this Agreement constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated by this Agreement, and supersedes all prior or contemporaneous agreements or undertakings on such subject matter.
    9. Indemnification. For the avoidance of doubt, you acknowledge and agree that your indemnification obligations under the Fixlers Terms of Use, pursuant to which you have agreed to indemnify, defend and hold us (and others) harmless from any violation by you of the Terms (as defined in the Fixlers Terms of Use), shall apply equally to any breach or violation by you of this PAA.
    10. Questions. If you have questions about our Platform, you may contact us by logging on to your account and navigating to the “Contact Us” section.
13. Arbitration Provision. For the avoidance of doubt, any dispute or claim under this PAA shall be subject to and resolved in accordance with the provisions of the Disputes Section in the Fixlers Terms of Use as and to the same extent as disputes expressly covered thereby.

By clicking “Yes, I agree,” I expressly acknowledge that I have read, understood, and considered the consequences of this Agreement, that I agree to be bound by the terms of this Agreement, and that I am legally competent to enter into this Agreement with Fixlers.