Terms Of Service
Last Updated: March 15, 2018
NOTE FROM OUR MANAGEMENT:
If you are a Customer (these capitalized terms are defined below) using Romio to find service providers these Terms contain provisions where you are making agreements with us on behalf of our Local Experts. For example, you are agreeing to indemnify and hold harmless Local Experts that make recommendations. They won’t feel comfortable unless you agree to these provisions. So even though these Terms are between you and Romio, our Local Experts are third party beneficiaries with respect to certain portions of these Terms. If you do not agree to making our Local Experts third party beneficiaries, you are not allowed to use, and should not use, our Service.
If you are a Service Provider or Local Expert, these Terms contain your agreement with Romio. We want our Customers to know our deal so everything is transparent.
One last note, our Customers and Service Providers negotiate for the services independently from Romio. Unless a Romio employee qualifies as a Local Expert, all Local Experts and Service Providers are independent contractors.
We hope you enjoy using Romio and find our service valuable.
HomePeople Corporation (dba Romio, “Romio,” “we,” or “us”), a Delaware corporation, helps consumers (our “Customers”) search, discover and book local services recommended by a network of trusted experts and friends on our mobile platform and any related websites, applications, services provided by Romio (collectively, the “Service”). We allow you to communicate with local experts who we believe are qualified in their field and your friends (collectively, “Local Experts”) so they can provide referrals to a variety of service contractors (“Service Providers”) to book their goods or services (collectively, “Provider Services”) by using our Service.
We refer to Customers, Local Experts, Service Providers, and any other person or entity who uses any portion of our Services as “you” or “Users.”
When we use “for the benefit of” in these Terms, it means that the Local Expert is a third-party beneficiary (you are agreeing with us on the Local Expert’s behalf).
THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW YOUR CLAIMS CAN BE BROUGHT AGAINST US AND OUR LOCAL EXPERTS. THESE PROVISIONS WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE ARISING OUT OF THIS AGREEMENT TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. YOU MAY HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS (SEE ARBITRATION FOR MORE DETAILS).
ACCEPTANCE OF TERMS
To use the Service, you must create an account (an “Account”). The information required to create an Account, and your rights and obligations under these Terms, vary depending on if you create an Account as a Customer, Service Provider or Local Expert. You agree to provide all information in the application for an account truthfully and accurately.
You represent and warrant that you are of legal age to form a binding contract (or if not, you have received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you use the Service on behalf of a company or other entity (“Company”), then you represent and warrant that you: (i) are an authorized representative of the Company with the authority to bind such entity to this Agreement and (ii) guaranty their performance of the Terms.
You will not share your account or password with anyone, and you must protect the security of your account and your password. You are responsible for any activity associated with your account. If you believe that unauthorized third parties have accessed your Account, you will change your password immediately and notify us immediately at firstname.lastname@example.org.
USE OF SERVICES
You should exercise care to protect their safety and property when interacting with any persons that you do not know, in person or using our Service. You are limiting our liability and the liability of our Local Experts when using our Services. (See Disclaimers; Limitation of Liability and Indemnity below)
As a user of the Service, you may not:
Use our Service if you are under 18 years of age without your parents permission;Use another User's account, misrepresent yourself or the Services offered through the Service, misrepresent your identity or qualifications, misrepresent other information in a request, or post Content in any inappropriate category or areas on the Service;Use any automated system including but not limited to robots, spiders, offline readers, scrapers to access the Service for any purpose without Romio's prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Service for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Romio reserves the right to revoke these exceptions either generally or in specific cases);In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Service information or Content (defined below) including but not limited to, use on a mirrored, competitive, or third-party site;Transmit more request messages through the Service in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;Take any action that (a) may unreasonably encumber the Service's infrastructure; (b) interferes or attempts to interfere with the proper working of the Service or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Service; (d) circumvents, disables or otherwise interferes with security features of the Service; (e) distributes viruses or any other technologies that may harm Romio or users; (f) uses the Service in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or (g) circumvents or manipulates fees, structure, billing, or fees owed;Use the Service in any manner that circumvents your obligation to pay Romio or misuse credits for access to Services provided by the Service;Collect, harvest or publish any personally identifiable data including but not limited to names or other account information, from the Service, or use the communication systems provided by the Service for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;Recruit, solicit, or contact in any form a User for any use not specifically intended by the Service;Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful User Content to or through the Service, including User Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;Violate any key policies that govern your use of the Service and our interactions with you and third parties;Make a recommendation or list a service not related to or appropriate for the Service including, but not limited to any Service that (a) is not in supported categories; (b) provides directories; (c) offers lending; (d) offers rental space; (e) promotes events (such as a party or professional convention); (f) competes with the business of Romio; (g) is based outside the United States; (h) promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; or (i) provides non-local content.Submit User Content that damages the experience of any user including but not limited to (a) requests to download non-Romio mobile applications and/or links that direct the user to mirrored websites where the user must enter information that is redundant with what has already been entered on Romio, (b) offers to purchase a Service or good outside of Romio, or (c) using a profile page or user name to promote services not offered on or through the Service;Take any action that may undermine the efficacy or accuracy of reviews or ratings systems;Fail to perform Services purchased from you as promised, unless the User fails to materially meet the terms of the mutually agreed-upon agreement for the Services or refuses to pay, or a clear typographical error is made, or you cannot authenticate the User's identity;Engage in fraudulent conduct including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting users to mail cash or use other payment methods prohibited by Romio;Sign up for, negotiate a price for, use, or otherwise solicit a Service with no intention of following through with your use of or payment for the Service;Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Service; andAttempt to indirectly undertake any of the foregoing.
ROMIO POINTS, CREDITS, AWARDS AND PAYMENTS
WE ARE PAID FEES BY THE SERVICE PROVIDER WHEN YOU USE THIS SITE TO BOOK A PROFESSIONAL SERVICE. WE COMPENSATE LOCAL EXPERTS FOR MAKING QUALITY RECCOMENDATIONS AND REFERRALS.
We use “Points” and “Credits” to determine ranking on the Service. Points are used to measure User and Local Expert’s expertise and are driven by User’s recommendations and other User’s engagement with these recommendations. Credits give all Users an incentive to keep using our Services. Credits can be redeemed in several ways:
Exchanged for cash at the then existing conversion rate established by Romio
Redeemed for services offered on our Service
Donated to other Users to book services offered on our Service.
Romio may grant equity awards (“Awards”) to its Local Experts under its 2017 Equity Incentive Plan as an incentive to participate on our Service in accordance with relevant securities laws.
Local Experts will also be compensated in the following manner:
Romio shall receive a total of 10% of the 15% service fee actually paid to Romio, with 3.5% paid to the person that originally recommended Provider Service and 1.5% paid to the Local Expert or user that invited the user or Local Expert.
CUSTOMER PAYMENTS OVER THIRD PARTY PAYMENT PROVIDERS
Customers contract for directly with Service Providers. We are not a party to any contracts for services with Service Providers. The Service facilitates these contracts by supplying a medium through which Customers can connect with Service Providers, arrange for services, and make payments for services (“Payments” or “Charges”). Customers are obligated to pay for the services they order through the Service once the Provider performs the Provider Service and it is confirmed by Service Provider. We will charge the Customer’s credit card according to the amount the Customer has agreed to with the Service Provider on the Service with respect to all Provider Services, the Customer has ordered, and for all purchases and payments for reimbursement costs, fees, expenses and applicable sales tax associated with a Provider Service, and the Customer hereby authorizes us to charge the credit card on file in the Customer’s account for such amounts.
Subject to the terms and conditions hereof, Customer must use Credits to make payments for certain of the Provider Services offered or listed by Service Providers. In addition, Customers must make payments to Service Providers through a third-party payment service provider (a "PSP"). Romio or the PSP may support or discontinue payment services at any time without giving you prior notice. All payments and related information are in US dollars.
In order to make payments to Service Providers over the Service, Customers will be required to provide information necessary to process payments and refunds by the PSP Service (“Payment Information”) including, without limitation, your credit card or bank account details. Customer represents and warrants that Customer has the right to use the Payment Information to make payments and such Payment Information is accurate at any time it is used.
Romio or the PSP has the exclusive right to decide to authorize or settle any transaction that Customer submits over the Service. We may share Payment Information about Customer, Customer’s account, and any of Customer’s transactions with law enforcement or if we or the PSP suspect that you have used the Services for unauthorized or illegal purposes.
Customer authorizes us and/or our PSP to use Payment Information associated with Customer’s account to charge all sums related to your engagement of a Service Provider over our Service. These charges include, but are not limited to, fees, expenses, gratuities, as applicable, as agreed between Customer and the Service Provider and any service fees and/or booking fees owed to Romio for the use of the Services.
We or the PSP may place a temporary pre-authorization hold on any payment card Customer uses on the Service for verification and credit purposes. Customer will be charged at the time of completion of the services rendered by the Service Provider and any hold will be removed by Customer’s bank, generally within 24 to 72 hours. The hold may remain on Customer’s card for up to 5 business days.
Customers are required to register with the PSP, agree to the PSP’s signup process, approval procedures and terms of service. Account Agreement and the Terms of Service of the PSP and go through a vetting process at the request of the PSP to set up their account with the PSP. The PSP Account Agreement and Terms of Service retained by the Company are available at https://stripe.com/us/connect-account/legal (collectively, the "PSP Agreement"), which may be modified by the PSP from time to time. By accepting the Terms, you agree that you have downloaded or printed, reviewed and agree to the PSP Agreement. The Company is not a party to the PSP Agreement and the Company has no obligations or liability to you or any other users of the Services under the PSP Agreement.
We are paid our fees by our Service Providers which we deduct from payment made by Users to them. Romio charges Service Providers a 15% booking fee based on the total charge for your transaction, excluding tips and taxes.
Service Provider and User are solely responsible for establishing cancellation terms. Romio shall not be liable to any User for any charges or damages accruing from any cancellations.
Romio content includes all text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, recommendations, quotes, message threads, reviews, scheduling, and calendar information content Romio creates and makes available on or through the Service, and any Content licensed from a third party (“Romio Content”). All User content submitted by you that is posted, uploaded, published, or transmitted on or through the Service, including but not limited to photographs, profile information, descriptions, postings, reviews, and payments made through the Service is referred to as “User Content,” and together with “Romio Content” is referred to as “Content. User Content Excludes all Romio Content.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content.
Grant of License to Romio of User Content
By making available any User Content on Service, you hereby grant to Romio a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Service, or for any other purpose in our sole discretion, except that private messaging through the Service will not be used by Romio in public advertising. In the interest of clarity, the license granted to Romio shall survive termination of the Service or your Account. Romio does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Service by you.
Responsibility for User Content
You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Service. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Service or you have all rights, licenses, consents and releases that are necessary to grant to Romio the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Romio's use of your User Content (or any portion thereof) on, through or by means of the Service will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree that Romio may proofread, summarize or otherwise edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.
Romio reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Service or users, or for any other reason.
Romio cannot and does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that Romio simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of user-generated. You understand that all User Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such User Content originated. You understand that Romio does not control, and is not responsible for User Content made available through the Service, and that by using the Service, you may be exposed to Content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any Content.
You further acknowledge that Romio has no obligation to screen, preview, monitor or approve any User Content on the Service. However, Romio reserves the right to review, modify and/or delete any Content that, in its sole judgment, violates these Terms.
By using the Service, you agree that it is solely YOUR RESPONSIBILITY to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any User Content that you submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will Romio or any third party using the Service be liable in any way for any Content, including, but not limited to, any Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against Romio relating to Content, and release Romio from any and all liability for or relating to any Content. Romio has no obligation to review, monitor, or remove any User Content or other materials, except as required by law.
You agree that Romio may establish general practices, policies and limits, which may or may not be published, concerning the use of the Service, including without limitation, the time that User Content will be retained, the maximum number of User Content that may be sent from an account, the length of User Content sent, and the maximum number of times and the maximum duration for which you may access the Service in a given period of time. You agree that Romio has no responsibility or liability for the deletion or failure to store any User Content or other materials maintained or transmitted by or through the Service. You agree that Romio has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Health Related Content
The Service and its Content are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Service.
If you think you may have a medical emergency, call your doctor or 911 immediately. Neither Romio nor any Local Expert recommends or endorses any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Services and Services. Romio and our Local Experts are not a health or wellness providers and cannot recommend or refer you to any health or wellness provider for a specific purpose. Any recommendation by a Local Expert is simply an endorsement in general and should be interpreted as a professional referral. Reliance on any information provided by Romio, any Local Expert or their respective employees and others appearing on the Service at the invitation of Romio, or other visitors to the Service is solely at your own risk.
The Service may contain health-related materials that are sexually explicit. If you find these materials offensive, you should not use the Services and Services.
You should not share any information about your physical or mental health or treatments or payments related any of your conditions (“Personal Health Information”) with any Service Providers over our Service. Neither our Service or our Services are intended to be compliant with the Health Insurance Portability and Accountability Act.
You should be aware that if you do post any health-related information about yourself or anyone else on the Service, you do so at your own risk. If you post health information about services rendered to another individual, you represent that you have the legal authority to receive health information about that individual from that individual's health care providers and that you have the legal authority to further disclose such health information. If you post health-related information, you will be placing it into the public domain which may violate federal or state laws that protect the privacy of health information. You also acknowledge that the health care or wellness provider about whom you submit User Content may submit User Content that contain your private or confidential health information in response to User Content you submit. Romio is not liable for any such User Content. Romio cannot be expected to keep your health information confidential if you post it to the Service or Services or otherwise make it available to others.
INTELLECTUAL PROPERTY RIGHTS
Romio Content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Romio and its licensors exclusively own all right, title, and interest in and to the Service and Romio Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Romio used herein are trademarks or registered trademarks of Romio. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.
Subject to your compliance with these Terms, Romio grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Romio Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Service. No licenses or rights are granted to you under any intellectual property rights owned or controlled by Romio or its licensors, You will not copy, use, modify or prepare derivative works based upon, sell, transfer, publicly display, stream, broadcast or otherwise exploit the Service or Content, other than User Content created by you, except as expressly permitted in these Terms.
The Service and Content are provided to you AS IS. If you download or print a copy of Content for personal use, other than User Content you create, you must retain all copyright and other proprietary notices contained thereon.
Your Rights Under The Digital Millennium Copyright Act (“DCMA”)
Romio respects the intellectual property of others. It is our policy to respond expeditiously to legitimate claims of copyright and other intellectual property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DCMA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, we may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We may terminate access for users of the Service who are infringers.
To provide us with notice of an infringement, you must provide a written communication to the attention of email@example.com. If we remove or disable access to Content in response to an infringement notice, we may make reasonable attempts to contact the owner or administrator of the affected content. If your material has been removed and you feel that your material does not constitute infringement, you may provide us with a counter notification by written communication to the attention of at firstname.lastname@example.org.
Mobile Application License
Romio grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of Romio’s mobile application (the “Application”) on any mobile device or computer that you own or control and to run such copy of the Application solely for your own personal purposes. You may not: (i) distribute, transfer, sublicense, lease, lend or rent the Application to any third party; (ii) copy, modify or create derivative works based on the Application; (iii) reverse engineer or decompile the Application; or (iv) use the Application expect as provided herein. Romio reserves all rights in and to the Application not expressly granted to you hereunder.
Apple App Store Downloads.
If you download our Service from the Apple App Store, you agree to use the Application only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service which are between you and the application provider and not us.
Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that the Service or your possession and use of the mobile application infringe that third party's intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple's subsidiaries are third-party beneficiaries of Section this section, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this section of these Terms against you. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
DISCLAIMERS; LIMITATION OF LIABILITY AND INDEMNITY
We rely upon Local Experts who may include licensed Service Providers such as doctors, dentists, nurses, social workers, lawyers, accountants, physical therapists, hairdressers, architects, teachers, trainers, engineers and more (each a “Licensed Professional”).
CUSTOMERS AND SERVICE PROVIDERS AGREE TO NOT HOLD ROMIO OR ANY LOCAL EXPERT LIABLE FOR DAMAGES FOR USE OF THE SERVICE.
Romio does not endorse and is not responsible or liable for any User Content, data, advertising, products, goods or services available or unavailable from, or through, any third party (which includes, but is not limited to, Service Providers, Local Experts and Licensed Service Providers).
Local Experts, including, without limitation, Licensed Service Providers using this site are providing Content strictly for informational purposes and are not rendering a professional opinion or professional referral either on their own behalf or on behalf of any employer or business entity with whom they are affiliated. You agree that any Content provided by Romio, a Local Expert, Service Providers or Licensed Professional, or any other person or entity using the Service is not a professional referral in any manner or form. You agree that should you use or rely on such Content, data, advertisement, products, goods or services, available or unavailable from, or through any third party (which includes, but is not limited to, Service Providers, Local Experts and Licensed Service Providers), neither Romio nor such third parties, alone or together, are making an endorsement, referral or recommendation or are responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance.
You agree not to hold Romio or any Local Expert, or their respective affiliates, its licensors, or any of such parties’ agents, employees, contractors, officers, directors, corporate partners, or participants (collectively, “members”) liable for any damages, expenses, losses, suits, claims, and/or controversies (collectively,“liabilities“) that have arisen or may arise, whether known or unknown, relating to your use of or inability to use the Service, including without limitation any liabilities arising in connection with the conduct, act or omission of any user (including without limitation stalking, harassment, acts of physical violence, and loss or destruction of personal property), services, any dispute with any user, any instruction, advice, act, or service provided by Romio or members, and any destruction of your information. under no circumstances will Romio or members be liable for any direct, indirect, incidental, consequential, special or exemplary damages arising in connection with your use of or inability to use the Services or Service or any services or merchandise, even if such parties were or should have been advised of the possibility of the same. Romio and members do not accept any liability with respect to the quality or fitness of any work performed in connection with the Services or Service, the Provider Services, the merchandise or this agreement. some jurisdictions do not allow the exclusion or limitation of certain types of damages, so the above limitations may not apply to you. If, notwithstanding the foregoing exclusions, it is determined that Romio or members are liable for damages, in no event will the aggregate liability, whether arising in contract, tort, strict liability or otherwise, exceed the total fees paid by you to Romio during the six (6) months prior to the time such claim arose.
Neither Romio nor any Local Expert shall be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Services, even if Romio has been advised of the possibility of such damages.
Romio shall not be liable for delay or failure in performance resulting from causes beyond Romio’s reasonable control. You acknowledge that third party providers providing Provider Services requested through some request brands may not be professionally licensed or permitted.
In no event shall Romio’s nor any Local Expert’s total liability to you in connection with the services for all damages, losses and causes of action exceed five hundred U.S. dollars (US $500).
The limitations and disclaimer in this section do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.
YOUR USE OF THE SERIVICE AND CONTENT SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT ROMIO DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING BUT NOT LIMITED TO SERVICE MEMBERS AND CUSTOMER MEMBERS.
THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ROMIO AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THE SERVICE; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED OVER THE SERVICE, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT.
ROMIO MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
ROMIO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICE.
ROMIO SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ROMIO OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY USERS OR PROVIDERS OF SERVICES. YOU UNDERSTAND THAT ROMIO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR TO REVIEW OR VET ANY PRO SERVICES. ROMIO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE PROVIDER SERVICES. ROMIO EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS, OR THIRD PARTIES.
INDEMNIFICATION AND RELEASE
You agree to release, defend, indemnify, and hold Romio and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Service or your violation of these Terms; (b) the User Content you provide to the Service; including, without limitation any claim by a third party that you User Content infringes upon the intellectual property rights of another person or entity; (c) your interaction with any User, Service Provider, or Local Expert; and (d) the request or receipt or offer or provision of Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with any Provider Service provided by a Service Provider.
IF YOU ARE A CUSTOMER, YOU AGREE TO RELEASE, DEFEND, INDEMNIFY AND HOLD ALL LOCAL EXPERTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM BY YOU FOR THE REQUEST OR RECEIPT OR OFFER OR PROVISION OF ANY PROVIDER SERVICE.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
ARBITRATION AND GOVERNING LAW
The exclusive means of resolving any dispute between you and Romio or any claim made by you or Romio arising out of or relating to your use of the Service and/or Services (including any alleged breach of these Terms and Conditions) shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against Romio in a small-claims court of competent jurisdiction OR EXCEPT AS EXPRESSLY PROVIDED BY APPLICABLE FEDERAL OR STATE LAW. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against Romio any class action, class arbitration, or other representative action or proceeding.
By using the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Romio (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Any proceeding to enforce this arbitration provision, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction.
Any arbitration between you and Romio will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail or electronic mail. The Notice must: describe the nature and basis of the claim or dispute; and set forth the specific relief sought. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Romio may commence an arbitration proceeding
In the event that this arbitration provision is for any reason held to be unenforceable, any litigation against Romio (except for small-claims court actions) may be commenced only in the federal or state courts located in New York, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
If Romio makes any future change to this arbitration provision, other than a change to Romio’s address for Notice, you may reject the change by sending us written notice within 30 days of the change, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Romio.
Force Majeure: Other than payment obligations, neither Romio nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
Romio may give notice by means of a general notice on the Service, electronic mail to your email address in your account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Romio, with such notice deemed given when received by Romio, at any time by first class mail or pre-paid post to:
Romio, Inc.14 West 23rd St., Suite 5New York, NY 10010Att: Legal Department Notices
Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Romio's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Service or Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.
Contact Information: If you have any questions about these Terms or the Service, please contact us by sending an email to Support@Romio.com, or by writing to Romio, Inc. at our headquarters.
ROMIO’S SUPPLEMENTAGREEMENT WITH LOCAL EXPERTS
Romio retains the Local Expert (capitalized terms used in this section which are not defined have the meaning ascribed to them in the Terms) as an independent consultant to Romio and, upon being granted an account as a Local Expert on the Service, Local Expert agrees to be retained by Romio upon the Terms and the following supplemental terms and conditions contained in this Section titled “ ROMIO’S SUPPLEMENTAL AGREEMENT WITH LOCAL EXPERTS” (collectively, the “Local Expert Agreement”):
Local Expert agrees to use reasonable efforts to make recommendations of Service Providers in the Local Expert’s field of expertise on the Service to be used by Customers to select Service Providers. Local Expert agrees that the recommendations constitute “User Content” and grants Romio a license to such content pursuant to the relevant provisions under the Terms.
In order to apply as a Local Expert, Local Expert shall complete the information requested in the Local Expert Application (the “Local Expert Application”) accurately and completely. An applicant must meet the following criteria to be considered a Local Expert:
(A) current, relevant experience
(B) Meet 2 of 3 Qualifiers in area of expertise
1. have over 10,000 hours or 5 consecutive years of experience
2. Published related work such as articles, blogs or books
3. Possesses substantial related network or clientele.
If an applicant meets 1 of 3 qualifiers, the applicant may be admitted as a Local Expert if meeting at least 2 of the following additional criteria:
(1) Certification / degree / license in area of expertise.(2) Industry recognition / accolade / award in area of expertise. (3) National media coverage in area of expertise.(4) Member of industry association in area of expertise. (5) Exhibit exceptional passion for Romio that stands out. (6) Community leadership or volunteer work.(7) 75K+ followers on any 1 social channel (not an aggregated total of multiple channels) – i.e. Facebook, Twitter, Instagram, YouTube, Pinterest, Tumblr, etc.
Notwithstanding the foregoing Romio reserves the right to accept or reject any application to become a Local Expert or change or amend the criteria required to become a Local Expert in its sole discretion. Local Experts are required to meet any such amended criteria.
As a Local Expert you are automatically enrolled in our point and credit system as may be in effect at any time.
Romio reserves the right to modify User and Local Expert fees, credits, points and awards in its sole discretion.
Either Romio or the Local Expert may terminate the Local Expert’s status as a Local Expert at any time, for any or no reason, without penalty.
Local Expert agrees to not accept any payments from Service Providers or any other third party to make recommendations on the Service.
Local Expert represents and warranties, that Local Expert:
Is an independent contractor and not employed or affiliate with Romio unless otherwise agreed to in a separate agreement executed by Local Expert and Romio;Exclusively controls how, when and where it makes recommendations on the Service; Provides all facilities, equipment or supplies in connection with making recommendations on the Services;Is not required to attend any training or attendance at meetings by Romio;
Romio has no right supervise or control Local Expert.
There are no third party beneficiaries to this Local Expert Agreement.
In the event that Local Expert and Romio enter into a separate written agreement, the provisions of that written agreement shall take precedence over any conflicting provisions in this Local Expert Agreement.
This Local Expert Agreement may be changed or modified at any time in Romio’s sole discretion.
This Local Expert Agreement applies only to Local Experts and to no other User.
ROMIO’S SUPPLEMENTAL AGREEMENT WITH SERVICE PROVIDERS
Romio retains the Service Provider (capitalized terms used in this section which are not defined have the meaning ascribed to them in the Terms) as an independent contractor to Romio and, upon being granted an account as a Service Provider on the Service, Service Provider agrees to be retained by Romio upon the Terms and the following supplemental terms and conditions contained in this Section titled “ ROMIO’S SUPPLEMENTAL AGREEMENT WITH SERVICE PROVIDERS” (collectively, the “Service Provider Agreement”):
Service Provider agrees to provide Provider Services in a responsible and professional manner in accordance with the local standards, rules and regulations where Service Providers performs the Provider Services.
Service Provider agrees with Romio, and for the benefit of Local Experts recommending Service Provider, that Service Provider:
Is an independent contractor and not employed or affiliate with Romio or any Local Expert;Exclusively controls how, when and where Service Provider performs its Provider Services for Customers;Provides all facilities, equipment or supplies in connection with the performance of its Provider Services to Customers;Independently agrees with the Customer on all terms of Provider Services, including, without limitation, all hours and pay rates;Is not required to attend any training or attendance at meetings by Romio;maintain in full force and effect adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance with policy limits sufficient to protect and indemnify Romi and Local Experts and their respective affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of the Service Provider or its assistants, agents, contractors, servants, or employees;has not been charged with, or has been found guilty of any felony or misdemeanor;Has completed the Service Provider Application (the “Service Provider Application”) truthfully and accurately in all material respects.
Service Provider agrees that Romio has no right to review, supervise, control or approve Service Providers products or services provided to Customer nor has any right to hire or fire a Service Provider for any Provider Service. Romio does reserve the right to remove Service Provider from the Service.
Service Provider represents, warrants, and agrees with Romio (and for the benefit of Local Experts recommending the Service Provider) that Service Provider: (i) is solely responsible for obtaining, and shall obtain, the necessary licenses and/or certifications necessary for the performance of the Provider Services; (ii) will not transfer or sell Service Provider’s Account, to any other party; (iii) is solely responsible for any and all liability that results from or is alleged as a result of Service Provider’s agreement under these Services to provide Provider Services, including, but not limited to personal injuries, death and property damages of any Customer; (iv) will comply with all applicable laws, rules and regulations while providing Provider Services, and be solely responsible for any violations of such provisions; and (v) you will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by Service Provider.
Service Provider agrees not to provide any Provider Services to a Customer other than as arranged through the Service for a period of six (6) months after the date Service Provider has provided the last Provider Service for a Customer though the Service. Provider agrees to indemnify Romio for a breach of the preceding sentence in accordance with the general indemnification provisions set forth herein.
Additional Payment Terms For Service Providers
Service Provider agrees to pay Romio a fee of 15% booking fee based on the total charge for Provided Service, excluding tips and taxes for each transaction with a Customer conducted over the Service. Once the introduction is made over the Service, Service Provider agrees to exclusively use the Service to enter into any Provided Services with such Customer for a period of one year after the initial introduction.
Subject to the terms and conditions hereof, Service Providers must use the Services to accept payments for Provider Services they offer or list on the Services through a third-party payment service provider (the "PSP"). Payments for Provider Services may be made using cards bearing the trademarks of MasterCard International Inc. and Visa Inc. and American Express (collectively, the "Networks") or such other payment methods as may, from time-to-time, be supported by the Services. The Company and the PSP reserve the right to commence supporting, or discontinue support of, payment methods at any time without notice.
In order to accept payments through the Services, you will be required to provide information related to your financial account(s) and affairs including, as applicable, your credit card or bank account details, and other personal information requested by the Company and/or the PSP. By providing such information to the Company and/or the PSP, you represent and warrant that you have a legal right to provide such information and such information is accurate and complete and you agree to update such information as necessary to ensure that the Payment Information you have provided to the Company and/or the PSP remains accurate and complete. You authorize the Company to share all such information, and any other information related to your use of the Services, with the PSP.
We (or the PSP) may decide not to authorize or settle any transaction that you submit in connection with the Services if we (or the PSP) believe that the transaction is in violation of the Terms or any other agreement between you and the Company or the PSP, exposes the Company, Clients, or the PSP to risk of Harm (as defined below). “Harm” shall mean fraudulent, injurious, or illegal conduct as determined by the Company and/or the PSP, in our sole discretion. You acknowledge and agree that we may share information about you, your account, and any of your transactions with law enforcement in the event we are requested to do so or if the Company and/or the PSP reasonably suspect that you have used the Services for unauthorized, illegal, or criminal purposes.
Third Party Payment Service Provider
Payment processing services for Service Providers on the Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a Professional on the Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Company enabling payment processing services through Stripe, you agree to provide the Company accurate and complete information about you and your business, and you authorize the Company to share it and transaction information related to your use of the payment processing services provided by Stripe.
You expressly authorize us (or our third party payment processor) to use any Payment Information or other information associated with your account to charge all sums owing to the Company and/or the PSP related to your use of the Services.
Romio shall not be liable for any losses relating to chargebacks, fraudulent charges, or unauthorized transactions ("Losses") associated with any Service Provider’s use of the Services to accept payments. Service Provider hereby releases and agree to indemnify, defend and hold Romio and the PSP harmless from any and all such Losses. You represent and warrant that you will not use the Services to accept payments where you suspect, or have reason to suspect, such payments could result in Losses or otherwise adversely impact Romio, the PSP, or the Services and you further agree to immediately notify us if you come to suspect, or have reason to suspect, that a payment made in connection with the Services may result in Losses.
You expressly agree that, in the event of Losses associated with your use of the Services, payouts from your account may be suspended, we may instruct the PSP to withhold the amount of any Losses, including the amount of any chargeback and any associated fees, fines, or penalties assessed by the credit card company, us or the PSP, from amounts due to you. You hereby authorize the PSP to debit the amount of any Losses from your account or any proceeds due to you and/or to use the Payment Information to debit your bank account or charge any other payment instrument registered with us the amount of such Losses
You acknowledge and agree that, if we or the PSP reasonably believe that Losses are likely with respect to any transaction associated with your use of the Services, the amount of the potential Losses may be withheld from payments otherwise due to you under these Terms until such time that: (a) a chargeback is assessed; (b) the period of time under applicable law or regulation by which the User may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur. If, for any reason, we are unable to recover funds related to a chargeback or other Losses for which you are responsible for under these Terms, you agree to pay us the full amount of the Losses immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all account deficit balances unpaid by you.
If we or the PSP determine that you are incurring an excessive amount of chargebacks, we may establish controls or conditions governing your use of the Services, including without limitation, by: (a) imposing additional or increased fees; (b) requiring you to establish and maintain a reserve in an amount reasonably determined to cover anticipated Losses and related fees, (c) delaying payouts; and (d) terminating or suspending the Services.
You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Services. To that end, you acknowledge and agree that we may share information about a chargeback with the applicable User, the User's financial institution, and your financial institution in order to investigate and/or mediate chargebacks.
To the extent allowed by law, you grant us a security interest in, as well as a right of setoff against, and hereby assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due, including the amount of Losses incurred in connection with your use of the Services, under these Terms, all of your right, title, and interest in and to all of your accounts with us.
By accepting payment through the Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through the Services in accordance with these Terms, the rules established by the Networks, and the Stripe Services Agreement.
Service Provider is solely responsible for establishing a cancellation policy with User. Romio shall not be liable to Service Provider for any cancellations.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with Provider Services offered or listed on the Services and your use of the Services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. We specifically disclaim any liability for Taxes.
If required by law, we will report the following information to the Internal Revenue Service ("IRS"): your name, address, Tax Identification Number (such as a Social Security Number (SSN) or Employer Identification Number (EIN)), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.
Notwithstanding the foregoing, Romio will deduct applicable sales tax from each transaction conducted over our Service.
Additional Indemnification Provisions
Service Provider agrees to release, defend, indemnify, and hold Romio and its affiliates and subsidiaries, and all Local Experts, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with any action, claim, loss, arising out of Service Provider’s performance of Provider Services to a Customer.