TurnAndTidy Business Terms of Service

Effective Date: [EFFECTIVE DATE]

DRAFT — LICENSED ATTORNEY REVIEW REQUIRED BEFORE PUBLICATION

These Business Terms of Service (“Terms”) govern access to and use of TurnAndTidy by cleaning businesses and other business customers.

TurnAndTidy is owned and operated by JHL, LLC (“JHL,” “we,” “us,” or “our”).

By creating a business account, purchasing or accepting a subscription, participating in the TurnAndTidy pilot, or accessing TurnAndTidy on behalf of a business, you agree to these Terms.

1. Definitions

For these Terms:

“Service” means the TurnAndTidy software platform, websites, portals, features, and related services.
“Subscriber” means the cleaning business or other organization that subscribes to or is authorized to participate in TurnAndTidy.
“Authorized User” means an owner, administrator, employee, cleaner, contractor, or other person whom a Subscriber authorizes to use its account.
“Customer” means a customer or prospective customer of a Subscriber.
“Subscriber Data” means information, photographs, notes, files, records, logos, and other content submitted to the Service by or on behalf of a Subscriber.

The Subscriber is responsible for its Authorized Users and for ensuring that they comply with these Terms.

2. The TurnAndTidy Service

TurnAndTidy is a multi-tenant software-as-a-service platform intended to help cleaning businesses manage operations.

Features may include:

customer and property management;
job scheduling;
cleaner assignments;
mobile checklists;
photographs and job notes;
property-access information;
branded cleaning reports;
invoicing and payment records;
customer portals;
company-branded landing pages; and
transactional email and notifications.

JHL provides software only. We do not provide cleaning services and do not supervise, employ, manage, or control a Subscriber's cleaners or other personnel.

3. Pilot/Beta Service

TURNANDTIDY IS CURRENTLY AN EARLY-STAGE PILOT/BETA PRODUCT.

The Service is under active development and may contain defects, incomplete features, interrupted workflows, inaccurate results, or other limitations.

During and after the pilot, we may change:

features;
interfaces;
workflows;
technical architecture;
data structures;
usage limits;
integrations;
pricing;
subscription plans; and
these Terms.

No particular functionality available during the pilot is guaranteed to remain available.

We do not guarantee any particular level of uptime, availability, performance, support, response time, data retention, or service continuity.

We may modify, restrict, suspend, or discontinue any part of the Service at our discretion. When reasonably practicable, we will provide advance notice of material changes or discontinuation. We may act immediately where reasonably necessary because of security, technical, legal, or operational concerns.

Participation in the pilot does not guarantee continued access to TurnAndTidy or any particular pricing after the pilot ends.

Subscribers should maintain reasonable backup procedures and alternative business processes for information or functionality important to their operations.

4. Business Authority

The person accepting these Terms on behalf of a Subscriber represents that:

the Subscriber is a business or other organization;
the person has authority to bind the Subscriber to these Terms; and
the Service is being obtained primarily for business rather than personal, family, or household purposes.

These Business Terms are not intended to govern a Customer's personal use of a Customer portal. Separate Customer Terms of Use apply to that use.

5. Accounts and Authorized Users

Subscribers are responsible for:

establishing appropriate Authorized User accounts;
assigning appropriate permissions;
determining which users require access to customer and property information;
keeping account information current;
disabling access promptly when it is no longer required; and
all activity conducted through accounts under the Subscriber's control, except to the extent caused by JHL's own breach of these Terms or obligations imposed by law.

Individual login credentials may not be shared unless TurnAndTidy expressly provides functionality permitting shared access.

Subscribers and Authorized Users must use reasonable security measures to protect credentials and must promptly notify JHL of suspected unauthorized access.

We may revoke sessions, reset credentials, restrict permissions, or take other reasonable actions to protect the Service or its users.

6. Subscriber Responsibilities

The Subscriber is solely responsible for operating its business.

This includes responsibility for:

the cleaning and other services it offers;
agreements with Customers;
prices and service terms;
scheduling;
cleaning standards and procedures;
supervision of personnel;
customer communications;
billing and collection;
refunds and credits;
business licensing;
insurance;
taxes;
workplace safety;
recordkeeping; and
compliance with laws applicable to its business.

TurnAndTidy is a business tool. JHL does not determine whether the Subscriber's business practices comply with applicable law.

7. Employees, Cleaners, and Contractors

The Subscriber is solely responsible for the relationship between the Subscriber and its employees, cleaners, contractors, and other personnel.

This includes compliance with applicable:

wage-and-hour laws;
minimum-wage and overtime requirements;
worker-classification rules;
payroll and tax requirements;
workers' compensation requirements;
employment discrimination laws;
leave requirements;
workplace-safety rules; and
other employment or labor laws.

TurnAndTidy's scheduling, assignment, checklist, time-related, or reporting functionality does not constitute employment, payroll, human-resources, legal, or labor-law advice.

JHL is not an employer, joint employer, staffing agency, supervisor, or principal of the Subscriber's personnel.

8. Relationship With Customers

JHL is not a party to any cleaning-service agreement between a Subscriber and a Customer.

The Subscriber is responsible for:

services performed for Customers;
representations made to Customers;
cancellations;
service quality;
billing;
refunds;
disputes concerning property condition;
property damage;
theft or alleged theft;
injury occurring in connection with cleaning services; and
the conduct of its personnel.

Customer portals and reports provided through TurnAndTidy do not make JHL a provider or guarantor of the Subscriber's services.

9. Subscriber Data

The Subscriber is responsible for the accuracy, completeness, legality, and appropriateness of Subscriber Data.

This may include:

Customer contact information;
property information;
schedules;
service instructions;
invoice information;
payment records;
access codes;
checklist responses;
photographs;
damage reports; and
notes.

JHL does not independently verify Subscriber Data.

The Subscriber represents that it has all rights, permissions, notices, and consents reasonably necessary to collect the Subscriber Data and use it through TurnAndTidy.

10. Property-Access Information

TurnAndTidy may allow Subscribers to store information such as:

door codes;
lockbox combinations;
garage codes;
alarm information;
entry instructions; and
similar information used to access a Customer's property (“Access Information”).

The Subscriber is responsible for:

obtaining authorization to collect and use Access Information;
keeping it accurate and current;
restricting it to Authorized Users who legitimately require access;
instructing its personnel regarding confidentiality and appropriate use;
removing or updating obsolete Access Information; and
responding appropriately if Access Information may have been compromised.

Authorized Users may use Access Information only for authorized business purposes.

No user may use TurnAndTidy to enter or facilitate entry into property without authorization.

No electronic system can be guaranteed to be completely secure or continuously available. Subscribers should determine whether storing particular Access Information in TurnAndTidy is appropriate for their business and Customers.

11. Checklists, Photographs, Notes, and Reports

TurnAndTidy may permit Authorized Users to complete checklists and submit photographs, notes, observations, and other job documentation.

TurnAndTidy may use this information to generate Customer-facing reports.

JHL does not:

inspect Customer properties;
observe cleaning work;
supervise cleaners;
verify completion of checklist items;
authenticate photographs;
determine when damage occurred;
determine who caused property damage; or
certify the accuracy of a cleaning report.

TurnAndTidy records are tools for the Subscriber's business use and should not be treated as independent certifications by JHL.

12. License to Subscriber Data

As between JHL and the Subscriber, the Subscriber retains its ownership rights in Subscriber Data.

The Subscriber grants JHL a nonexclusive, worldwide, royalty-free license to host, store, copy, process, transmit, display, format, back up, and otherwise use Subscriber Data as reasonably necessary to:

provide the Service;
operate Customer portals;
generate reports and communications;
maintain and secure the Service;
provide support; and
improve TurnAndTidy.

This license continues only as reasonably necessary for these purposes, subject to applicable data-retention requirements and our Privacy Policy.

13. Privacy

JHL's handling of personal information is addressed separately in the TurnAndTidy Privacy Policy.

The Subscriber is independently responsible for determining and satisfying its obligations regarding personal information it collects from Customers, employees, contractors, cleaners, and others.

Use of TurnAndTidy does not transfer the Subscriber's legal compliance responsibilities to JHL.

14. Communications

TurnAndTidy may send transactional communications to Subscribers, Authorized Users, and Customers, including:

account notices;
schedules;
job assignments;
reminders;
job updates;
cleaning reports;
invoices; and
security or administrative notices.

Delivery is not guaranteed.

Subscribers remain responsible for ensuring that time-sensitive communications reach their intended recipients and should not rely solely on TurnAndTidy notifications where failure of delivery could cause material harm.

The Subscriber is responsible for ensuring that its communications through TurnAndTidy comply with applicable law.

15. Mobile Devices and Connectivity

TurnAndTidy may be used through desktop and mobile web browsers, including by cleaners working in the field.

Functions requiring Internet connectivity may be delayed, unavailable, or unsuccessful when connectivity is poor.

Subscribers and Authorized Users are responsible for confirming that important submissions have been successfully transmitted.

JHL does not guarantee offline operation, synchronization, or successful transmission from any particular device or network.

16. Subscription Fees

Subscribers must pay the fees associated with their selected subscription or pilot arrangement.

Pricing, billing periods, renewal terms, pilot discounts, and other commercial terms may be stated in the Service, an order form, or another written agreement.

We may change future pricing upon reasonable notice.

Except where otherwise stated or required by law, amounts paid to JHL are nonrefundable.

The Subscriber is responsible for taxes associated with its purchase of the Service except taxes based on JHL's net income.

17. Customer Payments

During the current pilot, TurnAndTidy does not process payments between Subscribers and their Customers.

Subscribers may manually record payments received by cash, check, or other methods.

A payment status in TurnAndTidy is therefore a record supplied by the Subscriber and is not verification by JHL that:

payment occurred;
funds cleared;
an amount remains due;
a refund occurred; or
any particular accounting treatment is correct.

JHL is not responsible for collecting Customer debts or resolving payment disputes between Subscribers and Customers.

18. Acceptable Use

The Subscriber and its Authorized Users may not:

violate law or another person's rights;
obtain or attempt to obtain unauthorized access to property, accounts, data, or systems;
improperly disclose Access Information or confidential information;
circumvent account permissions or tenant boundaries;
upload malicious software;
interfere with Service operation or security;
probe or test vulnerabilities without written authorization;
scrape or systematically extract Service data except through authorized functionality;
reverse engineer the Service except where applicable law prohibits that restriction;
impersonate another person;
use the Service to harass, threaten, deceive, or defraud;
upload material the user lacks the right to use; or
resell or sublicense the Service without JHL's written authorization.

19. Intellectual Property

TurnAndTidy, including its software, interfaces, workflows, designs, documentation, trademarks, and proprietary technology, belongs to JHL or its licensors.

Subject to these Terms, JHL grants the Subscriber a limited, nonexclusive, nontransferable, revocable right to use the Service for its internal business purposes.

No ownership interest in TurnAndTidy is transferred to the Subscriber.

The Subscriber retains ownership of its name, logo, trademarks, and other branding. The Subscriber grants JHL permission to display those materials as reasonably necessary to provide Subscriber-branded portals, reports, communications, and landing pages.

Feedback concerning TurnAndTidy may be used by JHL without restriction or compensation.

20. Suspension and Termination

JHL may suspend, restrict, or terminate access to all or part of the Service if:

the Subscriber or an Authorized User violates these Terms;
amounts due to JHL are unpaid;
use of the Service creates a security, legal, operational, or reputational risk;
JHL reasonably suspects fraud or unauthorized access;
continued service could violate law or third-party rights; or
JHL modifies, suspends, or ends the pilot or Service.

We may act immediately where circumstances reasonably require it.

Otherwise, we will provide reasonable notice when practicable.

Upon termination, rights to access the Service end.

Unless required by law or expressly agreed in writing, JHL has no continuing obligation after termination to operate the Subscriber's account or Customer portal, preserve access to Subscriber Data, generate reports, forward communications, or provide ongoing access to the Service.

Subscribers are responsible for maintaining copies of records they are legally or operationally required to retain.

21. Disclaimer of Warranties

ATTORNEY REVIEW RECOMMENDED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.

JHL disclaims all express, implied, and statutory warranties, including warranties of:

merchantability;
fitness for a particular purpose;
title;
noninfringement;
accuracy;
reliability;
availability; and
uninterrupted operation.

JHL does not warrant that:

the Service will be uninterrupted, secure, or error-free;
data will never be lost, corrupted, delayed, or disclosed;
notifications will always be delivered;
Subscriber Data will be accurate;
Access Information will always be available, accurate, or confidential;
reports or checklists accurately reflect work performed;
the Service satisfies any legal, accounting, employment, security, or recordkeeping requirement; or
any particular pilot feature will remain available.

The Subscriber is responsible for determining whether TurnAndTidy is suitable for its business.

22. Limitation of Liability

ATTORNEY REVIEW STRONGLY RECOMMENDED.

For purposes of this Section, the “JHL Parties” means JHL, LLC and its owners, members, managers, officers, employees, contractors, agents, affiliates, successors, and assigns.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE JHL PARTIES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SERVICES, OR SIMILAR LOSSES ARISING OUT OF OR RELATING TO TURNANDTIDY OR THESE TERMS.

This exclusion applies even if a JHL Party knew or should have known that such damages were possible.

Without limiting the foregoing, the JHL Parties will not be liable for losses arising from:

outages or Service interruptions;
discontinued features;
Internet or mobile connectivity;
lost, inaccurate, duplicated, delayed, or corrupted data;
unauthorized account access;
inaccurate or compromised Access Information;
reliance on schedules, reports, checklists, invoices, photographs, notes, or notifications;
cleaning services performed or not performed;
property damage or loss;
theft or alleged theft;
bodily injury;
Customer disputes;
personnel disputes; or
third-party devices, browsers, networks, or services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE JHL PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

(A) $100; OR

(B) THE FEES ACTUALLY PAID BY THE SUBSCRIBER TO JHL FOR TURNANDTIDY DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations apply regardless of the legal theory asserted.

Nothing in these Terms excludes liability that applicable law does not permit to be excluded.

23. Indemnification

ATTORNEY REVIEW STRONGLY RECOMMENDED.

The Subscriber will defend, indemnify, and hold harmless the JHL Parties from third-party claims, liabilities, losses, judgments, damages, costs, and reasonable attorneys' fees arising from or relating to:

the Subscriber's cleaning or other services;
acts or omissions of the Subscriber or its personnel;
employment, worker-classification, wage, tax, safety, or labor obligations;
bodily injury or property damage connected with the Subscriber's operations;
theft or alleged theft by the Subscriber's personnel;
disputes between the Subscriber and its Customers;
Subscriber Data;
Access Information supplied or managed by the Subscriber;
the Subscriber's collection or use of personal or confidential information;
infringement or violation of third-party rights caused by Subscriber Data;
violation of these Terms by the Subscriber or its Authorized Users; or
unlawful, fraudulent, or unauthorized use of the Service by the Subscriber or its Authorized Users.

JHL may control the defense of an indemnified claim using counsel of its choice, provided it acts reasonably.

The Subscriber may not settle a claim in a manner that admits wrongdoing by or imposes an obligation upon a JHL Party without JHL's written consent.

24. Dispute Resolution and Binding Arbitration

ATTORNEY REVIEW STRONGLY RECOMMENDED. THE FINAL LANGUAGE AND ELECTRONIC ACCEPTANCE PROCESS SHOULD BE REVIEWED UNDER BOTH THE FEDERAL ARBITRATION ACT AND VERMONT LAW.

24.1 Governing Law

These Terms are governed by the laws of the State of Vermont, without regard to conflict-of-laws principles.

The Federal Arbitration Act governs the arbitration agreement to the extent applicable.

24.2 Informal Resolution

Before commencing arbitration, either party must provide written notice describing the dispute and requested resolution.

The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt of the notice.

Either party may seek temporary or emergency relief when reasonably necessary to protect systems, intellectual property, confidential information, or other rights.

24.3 Binding Individual Arbitration

Except for claims eligible for small claims court and matters that cannot lawfully be arbitrated, JHL and the Subscriber agree that disputes arising out of or relating to TurnAndTidy, these Terms, or the parties' relationship will be resolved through binding arbitration rather than litigation in court.

Arbitration will be administered by the American Arbitration Association under its applicable commercial arbitration rules unless the parties agree otherwise.

The arbitrator may award remedies available under applicable law.

24.4 Small Claims

Either party may bring an individual claim in small claims court if the claim qualifies and remains on an individual basis.

24.5 Location

Unless the parties agree otherwise, arbitration will take place in Vermont.

Proceedings may occur by video, telephone, document submission, or another remote method where permitted.

24.6 Class and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT EACH MAY ASSERT CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR MEMBER OF A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate different parties' claims or conduct class or representative arbitration without the written agreement of both parties.

24.7 Jury-Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JHL AND THE SUBSCRIBER EACH WAIVE THE RIGHT TO A JURY TRIAL FOR DISPUTES ARISING OUT OF OR RELATING TO TURNANDTIDY OR THESE TERMS.

24.8 Arbitration Acknowledgment

ACKNOWLEDGMENT OF ARBITRATION

The Subscriber understands that these Terms contain an agreement to arbitrate disputes. By separately accepting this acknowledgment, the Subscriber understands that disputes covered by the arbitration agreement generally will be decided by an impartial arbitrator rather than by a judge or jury in court, subject to the exceptions stated in these Terms and rights that cannot lawfully be waived.

[IMPLEMENTATION NOTE: REQUIRE A SEPARATE, CONSPICUOUS ELECTRONIC ACCEPTANCE AND RETAIN THE USER, SUBSCRIBER, TERMS VERSION, TIMESTAMP, AND ACCEPTANCE RECORD.]

25. Changes to These Terms

We may revise these Terms from time to time.

For material changes, we will provide reasonable notice before the changes become effective unless immediate changes are reasonably necessary for security, legal, regulatory, or operational reasons.

Where applicable law requires affirmative consent, we will request it.

Continued use after revised Terms become effective constitutes acceptance to the extent permitted by law.

26. Assignment

The Subscriber may not assign these Terms without JHL's prior written consent.

JHL may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, change of control, transfer of the TurnAndTidy business, or similar transaction.

27. Notices

Notices to JHL must be sent to:

JHL, LLC
[REGISTERED BUSINESS ADDRESS]
[CONTACT / NOTICE EMAIL]

JHL may provide notice through the Service, by email, or through another reasonable method.

28. General

28.1 Entire Agreement

These Terms, the Privacy Policy, and any applicable order form or separate written agreement constitute the entire agreement relating to their subject matter.

An executed order form or written agreement expressly stating that it overrides these Terms controls to the extent of a conflict.

28.2 Severability

If any provision is invalid or unenforceable, it will be limited or severed to the minimum extent necessary, and the remainder will continue in effect.

28.3 Waiver

Failure to enforce a provision does not waive the right to enforce it later.

28.4 No Third-Party Beneficiaries

Except for the JHL Parties expressly protected by these Terms, these Terms create no third-party beneficiary rights.

28.5 Survival

Provisions that by their nature should survive termination will survive, including intellectual-property provisions, payment obligations, warranty disclaimers, liability limitations, indemnification, and dispute-resolution provisions.

29. Contact

JHL, LLC
[REGISTERED BUSINESS ADDRESS]
[CONTACT / NOTICE EMAIL]