These Terms of Service (the “Terms”) govern your access to and use of the website(s), mobile applications, and related services (collectively, the “Platform”) operated by Janivoa LLC, a Florida limited liability company (including its successors and assigns, “Janivoa,” “we,” “us,” or “our”). By accessing or using the Platform, clicking a button or checking a box marked “I agree,” or executing a service order with Janivoa (a “Service Order”), you confirm that you have read, understood, and agree to be bound by these Terms and, as applicable to you, the Supplemental Cleaning Service Terms (the “Supplemental Terms”), and that you have reviewed our Privacy Policy. PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION (SECTION 17.2) AND A CLASS ACTION / JURY TRIAL WAIVER (SECTION 17.3) THAT, UNLESS YOU OPT OUT AS DESCRIBED IN SECTION 17.2, REQUIRE DISPUTES BETWEEN YOU AND US TO BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. THEY ALSO CONTAIN NON-CIRCUMVENTION AND NON-SOLICITATION OBLIGATIONS FOR BOTH CLIENTS AND PROVIDERS (SECTION 5) WITH AGREED FINANCIAL REMEDIES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
The Platform is an online marketplace that connects businesses seeking commercial cleaning services (“Clients”) with independent cleaning companies (“Providers”) that employ or engage personnel (“Cleaning Staff”) to perform such services (“Cleaning Services”). These Terms apply to Clients, Providers, Cleaning Staff, and anyone else who accesses or uses the Platform (collectively, “Users,” and, as applicable, “you”).
Janivoa is not a cleaning company, an employment agency, or an employer of any User. Users are not employees, agents, partners, joint venturers, franchisees, or representatives of Janivoa. Through the Platform, Janivoa only (a) enables Clients to be matched with, and to book, Providers, and enables Providers to be found and booked by Clients; (b) provides tools to manage bookings; and (c) facilitates payment for Cleaning Services. Janivoa does not employ, recommend, or endorse any Provider or Cleaning Staff, and, to the fullest extent permitted by law, is not responsible or liable for their performance or conduct, online or offline. Janivoa makes no representation or warranty about the quality of any Cleaning Services or about your dealings with any other User. Users acknowledge and agree that (i) Janivoa does not perform Cleaning Services or employ anyone to perform them; (ii) Janivoa does not supervise, scope, direct, or control Cleaning Staff or Cleaning Services, does not set work locations, hours, or methods, and does not supply equipment or pay expenses; (iii) Janivoa has no control over the quality, timing, legality, or any other aspect of Cleaning Services or of the acts or omissions of any User; and (iv) the formation of a Cleaning Services Agreement (defined below) between a Client and a Provider creates no responsibility or liability for Janivoa and no employment or service relationship between Janivoa and any User. No User has authority to act as agent for, bind, or make representations on behalf of Janivoa, and no Provider may modify the Janivoa Fee (Section 6). Janivoa is not responsible for workers’ compensation, payroll taxes, income taxes, sales or use taxes, unemployment or disability insurance, or any other withholding or contribution in connection with any User’s use of the Platform. Providers assume full and sole responsibility for all such obligations regarding their Cleaning Staff and for the proper classification of their workers.
Providers are independent business owners operating under their own name or business name, not under Janivoa’s name. Providers may (a) maintain their own clientele without restriction, (b) offer their services elsewhere, including through competing platforms, and (c) accept or reject any Client or booking. Providers are independent contractors of Clients; Clients are therefore customers of Providers, not of Janivoa. Janivoa may conduct an initial verification of a Provider’s business registration, in part through third-party services. Janivoa does not verify, and makes no representation regarding, any Provider’s licenses, insurance, bonding, background checks, or qualifications. Clients are solely responsible for confirming that a Provider satisfies their own requirements (including any insurance requirements) and applicable legal requirements before Cleaning Services begin. Except where expressly stated on the Platform, Janivoa performs no screening.
Each Provider is fully and solely responsible for the acts and omissions of its Cleaning Staff and for ensuring that its Cleaning Staff have the training, licenses, permits, and authorizations required to perform Cleaning Services.
A Client requests Cleaning Services by executing a Service Order with Janivoa (electronically or in writing) describing the facility, scope, frequency, schedule, price, and payment terms, and by providing a valid Payment Method (Section 6). A Service Order is an order placed with Janivoa for the matching and booking of a Provider; it is not itself a promise by Janivoa to perform, or to procure the performance of, any Cleaning Services. Once a Provider accepts and schedules the Cleaning Services described in a Service Order through the Platform (or confirms acceptance in writing to Janivoa), the Client and that Provider form a legally binding contract for the Cleaning Services (the “Cleaning Services Agreement”). The Cleaning Services Agreement consists of the accepted Service Order, the Supplemental Terms, and any additional terms the Client and the Provider agree in writing. Janivoa may disclose the Provider’s identity to the Client at or after the time the Cleaning Services Agreement is formed. To the extent the Client and the Provider do not enter into a separate written agreement, or their agreement is less protective of the Client than the Supplemental Terms, the Client and the Provider agree that the Supplemental Terms govern the engagement, performance, and completion of the Cleaning Services. The Client and the Provider may supplement or adjust the Supplemental Terms between themselves as they see fit, provided they do not conflict with these Terms. Users may not, by agreement among themselves, alter the rights or obligations of Janivoa under these Terms or agree to any term that would violate these Terms. The Provider is solely responsible for the quality of the Cleaning Services and for the direct supervision of its Cleaning Staff. The Client may inspect results and receive reports but has no right to direct the operative details of the work or the manner in which it is performed; those are determined solely by the Provider. Janivoa is not a party to any Cleaning Services Agreement, and its formation creates no liability for Janivoa. Providers acknowledge that each Cleaning Services Agreement carries a possibility of profit or loss. The Client and the Provider each agree to comply with their Cleaning Services Agreement, these Terms, and the Supplemental Terms throughout the engagement.
Subject to your compliance with these Terms, Janivoa grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for your business purposes, solely as permitted by its features. All rights not expressly granted are reserved.
You will not, and will not assist or permit anyone else to: (a) reverse engineer, decompile, or disassemble any part of the Platform; (b) use bots, scrapers, or other automated means to access the Platform beyond what a human could do with a conventional browser; (c) use any Platform content or User data for machine-learning training or for identifying natural persons; (d) copy, sell, rent, license, distribute, modify, or create derivative works of the Platform or our Intellectual Property; (e) interfere with the stability, security, or performance of the Platform; (f) use the Platform for any unlawful, fraudulent, deceptive, defamatory, hateful, or harmful purpose, or in violation of any third-party right; (g) use the Platform to develop or benchmark a competing service; (h) bypass access or usage controls; (i) transmit spam, viruses, or malicious code; (j) impersonate any person or misrepresent your affiliation; (k) harvest personal information of other Users; or (l) suggest an endorsement or affiliation with Janivoa without our written consent.
You represent and warrant that you: (a) will comply with these Terms; (b) are at least 18 and able to enter binding contracts; (c) have authority to bind any organization on whose behalf you use the Platform; (d) will respect other Users’ privacy, property, and data-protection rights, and will not record any User or any Cleaning Services without prior written consent; (e) will act professionally and honor your commitments to other Users; (f) will make or receive payment for Cleaning Services only through Janivoa (Section 6); (g) will use your legal name or legal business name; (h) will comply with all applicable laws; and (i) will keep all communications about Cleaning Services — including scoping, scheduling, and payment — on the Platform before, during, and after the engagement.
If you are a Provider, you further represent and warrant that you: (a) operate as a sole proprietorship, LLC, corporation, or other business entity; (b) are customarily engaged in an independently established cleaning business and maintain an independent clientele; (c) have the unrestricted right to operate where your Cleaning Staff perform Cleaning Services; (d) hold and will maintain, at your own expense, all required business licenses, registrations, and permits; (e) carry and will maintain, at your own expense, any insurance required by applicable law or by the Clients you serve; (f) will respond to requests promptly, provide timely, high-quality Cleaning Services as agreed, offer only services you are competent to perform, and perform them safely; and (g) are solely responsible for the wages, taxes, classification, and legal compliance of your Cleaning Staff.
If you are Cleaning Staff, you further represent and warrant that you: (a) have the unrestricted right to work where you perform Cleaning Services; (b) hold any required licenses or certifications; (c) will perform Cleaning Services as agreed, safely and professionally; and (d) will promptly disclose in writing any criminal conviction arising during your use of the Platform.
You may need to register an account (“User Account”) to use certain features, providing only accurate information. You must promptly notify Janivoa at contact@janivoa.com of any change to your account information. Inaccurate or outdated information may result in restricted access or termination. Janivoa may refuse registration where it reasonably believes doing so protects the safety or integrity of the Platform.
If you use the Platform on behalf of a company or other organization (an “Organization”): (a) these Terms bind both you and the Organization; (b) you represent that you have authority to bind the Organization; (c) we may disclose your use of the Platform to the Organization; (d) your access may be transferred or suspended if you leave the Organization; and (e) the Organization is responsible for all acts and omissions of its personnel using the Platform. Use of an Organizationprovisioned email address or payment by an Organization may, at our discretion, be treated as use on the Organization’s behalf.
You are solely responsible for keeping your credentials confidential and for all activity under your account, whether or not authorized. Notify us immediately of any suspected unauthorized use.
If you connect through a third-party service, you authorize us to access and store information and credentials from that service as it permits.
If we suspect a breach of these Terms (including fraud, abuse, or interference with the Platform), we may suspend your access pending investigation and deactivate or limit your account upon confirming a breach. We will provide written notice where required by law. You may appeal a determination by emailing contact@janivoa.com within fourteen (14) days with your grounds. A suspended or deactivated User may not register a new account under any other name, entity, or contact details.
You may terminate these Terms at any time by ceasing all use and deactivating your account. Janivoa may terminate these Terms and your access at any time if you breach them or violate applicable law. Provisions that by their nature should survive — including Sections 5, 6, 9, 10, 11, and 13 through 19 — remain enforceable after termination.
Janivoa’s business consists of introducing Clients and Providers who did not previously have a relationship. Users
acknowledge that these introductions, and the goodwill and information that support them, are a legitimate business interest of Janivoa and that the restrictions below are reasonable in scope and duration.
“Referred Client” means any Client (including its affiliates, locations, and successors) that was Introduced to a Provider, whether or not the Client has a User Account and whether or not a Cleaning Services Agreement resulted. “Referred Provider” means any Provider (including its owners, Cleaning Staff, subcontractors, and affiliates) that was Introduced to a Client, whether or not a Cleaning Services Agreement resulted. “Introduced” means that a User’s identity, contact information, pricing, scope, or site information was disclosed to the other User by Janivoa or its personnel, or through the Platform, by any means — including the Platform itself, email, text message, telephone, or any written or verbal communication from Janivoa’s team. “Restricted Period” means the period during which the User uses the Platform plus twenty-four (24) months after the later of (i) the User’s last use of the Platform or (ii) the end of the last Cleaning Services Agreement between the Referred Client and Referred Provider.
During the Restricted Period, a Provider will not, directly or indirectly, without Janivoa’s prior written consent: (a) contract with, quote, invoice, or perform Cleaning Services or related services for any Referred Client outside the Platform; (b) accept payment from a Referred Client other than through the Platform; (c) encourage or assist a Referred Client to cancel, reduce, or move any engagement off the Platform; (d) refer a Referred Client to any affiliate or third party in order to avoid this Section; or (e) offer a Referred Client pricing or terms different from those provided through the Platform in order to induce a direct relationship. A Provider approached by a Referred Client for off-Platform work must decline and notify Janivoa within five (5) business days.
During the Restricted Period, a Client will not, directly or indirectly, without Janivoa’s prior written consent: (a) engage any Referred Provider for Cleaning Services or related services at any of its locations other than through the Platform; (b) pay any Referred Provider other than through the Platform; (c) hire, or solicit for employment or contract work, any Cleaning Staff of a Referred Provider whom the Client met through the Platform; or (d) disclose a Referred Provider’s identity or pricing to any third party for the purpose of arranging services outside the Platform.
The parties agree that Janivoa’s loss from circumvention is real but difficult to calculate precisely. Accordingly: Provider circumvention. A Provider that breaches Section 5.2 will pay Janivoa, as liquidated damages and not as a penalty, an amount equal to twenty-four (24) months of Janivoa Fees calculated on the value of the off-Platform engagement (or, if unknown, on the last Service Order or quote for that Referred Client). The Provider will also forfeit any unpaid payouts and may be removed from the Platform. Client circumvention. A Client that breaches Section 5.3 will pay Janivoa, as liquidated damages and not as a penalty, an amount equal to twenty-four (24) months of Janivoa Fees calculated on the value of the services obtained from the Referred Provider outside the Platform (or, if unknown, on the last Service Order or quote for that Referred Provider). Payment of this amount releases the Client from Section 5.3 with respect to that Referred Provider only. These amounts are due within thirty (30) days of written demand and, where the User has authorized charges to a Payment Method, may be charged to it. They are in addition to Janivoa’s rights to injunctive relief under Section 5.6 and to recover reasonable attorneys’ fees and costs.
Providers will, on request and not more than twice per year, confirm in writing the Referred Clients they serve and permit Janivoa to verify by reasonable means that no Referred Client is being served off-Platform.
A breach of this Section would cause irreparable harm for which monetary damages alone are inadequate. Janivoa may seek injunctive relief in any court of competent jurisdiction, without posting a bond, notwithstanding Section 17.2. If any
part of this Section is found overbroad, it will be enforced to the maximum extent permitted and reformed only as necessary to be enforceable, consistent with Florida Statutes § 542.335.
This Section survives termination of these Terms, of any User Account, and of any Cleaning Services Agreement for the full Restricted Period.
Certain features of the Platform are free; others carry a fee (“Fee”). Each Fee consists of the Janivoa Fee plus any ThirdParty Fees. Requesting a match is free for Clients. The price a Client pays for Cleaning Services is the single price stated in the Service Order (the “Client Price”), which is fully earned upon payment except as stated in Section 6.5. Each Provider sets the net rate it is willing to accept for the Cleaning Services (the “Provider Rate”), and Janivoa sets the Client Price. The Provider Rate and the Client Price are each confidential as between Janivoa and the respective User: Providers will not disclose the Provider Rate to Clients, and will not seek to learn or disclose the Client Price. By using paid features you agree to the pricing and payment terms applicable to you as stated on the Platform, in a Service Order, or in a Provider Agreement (“Pricing Terms”), which are incorporated by reference and which we may update on notice effective the following billing cycle. The Client Price and all Fees are stated exclusive of sales, use, gross-receipts, and similar taxes (“Taxes”). Taxes are calculated on the full Client Price and are charged to the Client in addition to the Client Price. Where Janivoa is registered to do so, or is required to do so under applicable marketplace-facilitator or similar laws, Janivoa will collect Taxes from the Client and remit them to the relevant taxing authority on the Provider’s behalf, and the Provider will not separately collect or remit Taxes on those sales. In all other cases, Janivoa will collect the applicable Taxes from the Client and pay them to the Provider together with the Provider’s payout, and the Provider is solely responsible for reporting and remitting them. Each User remains responsible for its own income, payroll, and other taxes, and Janivoa does not provide tax advice. Clients pay the Client Price, Taxes, and other amounts due under a Service Order to Janivoa, which collects them as the Provider’s limited payment collection agent. A Client’s payment to Janivoa satisfies the Client’s payment obligation to the Provider for the amount paid, regardless of when Janivoa remits funds to the Provider, and the Provider will look solely to Janivoa for such amounts.
“Janivoa Fee” means the amount retained by Janivoa as consideration for the Platform, which, unless the Pricing Terms state otherwise, is the difference between the Client Price and the Provider Rate, plus any separately stated platform charge. “Third-Party Fees” means amounts retained by third parties, including the Payment Processor. “Payment Processor” means the third-party processor we engage, currently Stripe, Inc. (“Stripe”).
To place a Service Order, a Client must provide at least one valid payment method accepted by us and the Payment Processor — a U.S. business bank account for ACH debit, or a payment card (each, a “Payment Method”). By providing a Payment Method, the Client authorizes Janivoa and the Payment Processor to charge it for the Client Price, Taxes, and any other amounts due under accepted Service Orders on the schedule stated therein, including recurring charges for recurring engagements. For ACH debits, the Client will accept an electronic debit authorization at the time of booking; the Client may revoke it by written notice at least five (5) business days before the next scheduled debit, but revocation does not cancel any Service Order or excuse amounts already due. We or the Payment Processor may verify a Payment Method with an authorization hold. Unless a Service Order states otherwise, the Client Price is payable in advance for each service period, and a valid Payment Method and the first payment must be received before a Service Order is accepted and a Provider is scheduled. Amounts paid are non-refundable except as stated in Section 6.5. Returned or failed payments may incur a $25 fee plus bank charges; amounts more than fifteen (15) days past due accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus collection costs, and Janivoa may suspend scheduling until paid. The Client represents that its Payment Method information is accurate, that it is authorized to use the Payment Method,
that charges will be honored, and that it will not share its account with anyone else. Janivoa does not store full card or bank details and disclaims liability for Payment Method breaches, bank fees, or unauthorized third-party use.
Janivoa calculates amounts due to a Provider based solely on Janivoa’s records of completed and confirmed service visits and the applicable Provider Rate, less any Third-Party Fees allocated to the Provider and any amounts withheld under this Section. Janivoa will issue the Provider a monthly remittance statement for each calendar month; the Provider agrees that this statement serves in place of any invoice from the Provider, and the Provider will not issue invoices to Janivoa or to Clients for Cleaning Services arranged through the Platform. Unless otherwise agreed in writing, Janivoa remits amounts due no later than thirty (30) days after the end of the calendar month in which the corresponding Client payment settled, to the Provider’s designated payout account, and only in months in which the amount due is at least $500; smaller amounts carry over to the next month in which the threshold is met. Janivoa may hold, offset, or claw back amounts (a) subject to a Client dispute, chargeback, or ACH return; (b) owed to Janivoa under these Terms or a Provider Agreement, including under Section 5; (c) for service visits the Client has disputed as not performed or not performed to scope, pending resolution; or (d) pending investigation of a suspected breach. Providers must provide accurate payout and tax information (including IRS Form W-9); Janivoa may withhold payouts until it is provided and may withhold taxes as required by law. Providers must dispute any remittance statement in writing within thirty (30) days of its issuance or it is deemed accepted. Janivoa’s records govern all calculations, and Providers have no audit rights.
Cancellation terms are set in each Service Order. Absent other terms, recurring engagements may be cancelled by either party on thirty (30) days’ written notice through the Platform, and one-time services cancelled with less than 48 hours’ notice may be charged in full. Refunds, if any, are issued by the Provider through the Platform; Janivoa may issue refunds on a Provider’s behalf and offset them against payouts.
By providing a telephone number, you consent to receive calls and text messages from Janivoa, or on its behalf, and, if you are a Client, from Providers you are matched with, regarding your requests, bookings, account security (including multi-factor authentication codes), and the enforcement of these Terms. These may be placed manually or using automated technology or prerecorded messages, and may be sent even if your number appears on a federal or state DoNot-Call registry, to the extent permitted by law. Message and data rates may apply. These are transactional, not promotional, communications.
You may separately enroll to receive recurring promotional text messages from Janivoa. Consent to promotional messages is not a condition of using the Platform. Message frequency varies; message and data rates may apply.
Reply STOP to any text message to stop receiving texts, or email contact@janivoa.com to opt out of calls or emails. You may receive one confirmation message after opting out. For help, reply HELP or contact us by email.
If we offer mobile applications (“Apps”), we grant you a limited, non-exclusive, revocable, non-transferable license to use the App on devices you own or control, solely under these Terms. You may not copy, modify, reverse engineer, distribute, or remove proprietary notices from any App. We may issue automatic updates, and these Terms apply to them. You are responsible for any data charges. For Apps obtained through the Apple App Store or Google Play, these Terms are between you and Janivoa only; Apple and Google have no obligations regarding the App and are third-party beneficiaries entitled to enforce these Terms with respect to your App license.
You retain ownership of information and materials you submit through the Platform (“User Content”). You grant Janivoa
a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, store, reproduce, modify, display, and create derivative works of your User Content to provide, maintain, improve, and promote the Platform, and you grant other Users the right to view and use your User Content as needed to transact with you. You represent that you have all rights needed to grant these licenses, that your User Content is accurate and lawful, does not infringe any third-party right, contains no personal information of minors or other third parties without consent, and contains no objectionable, defamatory, or malicious content. We may remove any User Content at our discretion. We claim no ownership of User Content and act only as a passive conduit for it.
Clients may leave reviews of Providers. Reviews reflect their authors’ opinions, not Janivoa’s, and are not verified by Janivoa. We may, but need not, moderate or remove reviews. Providers may not offer incentives for reviews or review themselves. Requests to remove a review that violates these Terms may be sent to contact@janivoa.com.
Any suggestions or feedback you provide are assigned to Janivoa and may be used for any purpose without attribution or compensation.
“Intellectual Property Rights” means all patent, copyright, trademark, trade dress, trade secret, moral, personality, and other proprietary rights worldwide. Janivoa and its licensors own all rights in the Platform, its software, design, content, data, and trademarks (including “Janivoa”), other than your User Content. Nothing in these Terms grants you any license except as expressly stated. Diagnostic, technical, and usage data generated by your use of the Platform (“Usage Data”) is owned by Janivoa and may be used for any lawful purpose, including in aggregated or de-identified form shared with third parties.
Notices of alleged copyright infringement under the DMCA, containing the elements required by 17 U.S.C. § 512(c)(3), may be sent to: Janivoa LLC, Attn: DMCA Agent, 350 Lincoln Rd, 2nd Floor, Suite 414, Miami Beach, FL 33139; contact@janivoa.com. We may terminate repeat infringers.
Non-public information you receive through the Platform — including other Users’ identities, contact details, site information, scopes, pricing, and business information — is “Confidential Information.” You will protect it with at least reasonable care, use it only to exercise your rights and perform your obligations under these Terms, and disclose it only to advisors and personnel who need to know it and are bound by comparable obligations. This Section survives for three (3) years after your last use of the Platform and indefinitely for trade secrets.
The Platform may link to or depend on third-party sites and services (including the Payment Processor). Your use of any third-party service is governed by that third party’s terms and is at your own risk. Janivoa does not endorse and is not responsible for any third-party service, and your dealings with any advertiser or third party found through the Platform are solely between you and them.
You release Janivoa and the Janivoa Parties (defined below) from all claims, damages, losses, liabilities, costs, and expenses of every kind, known or unknown, arising out of any dispute between you and any other User or third party in connection with the Platform, and you waive any statute or rule that would limit a general release to known claims.
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE SERVICE, COMPLIANCE WITH LAW, AND NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, JANIVOA AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES,
CONTRACTORS, AGENTS, INVESTORS, INSURERS, SUCCESSORS, AND ASSIGNS (THE “JANIVOA PARTIES”) MAKE NO WARRANTY AND ASSUME NO RESPONSIBILITY REGARDING (A) THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE PLATFORM; (B) THE RESULTS OBTAINED FROM THE PLATFORM OR ANY CLEANING SERVICES; (C) THE CLEANING SERVICES, OR THE ABILITY, LICENSURE, INSURANCE, OR CONDUCT OF ANY PROVIDER OR CLEANING STAFF; (D) THE INTERACTIONS OR COMMUNICATIONS BETWEEN USERS, ONLINE OR OFFLINE; OR (E) THE PLATFORM BEING UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. JANIVOA IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS. Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.
TO THE FULLEST EXTENT PERMITTED BY LAW, NO JANIVOA PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THE PLATFORM, ANY CLEANING SERVICES AGREEMENT, OR THE CONDUCT OF ANY USER, EVEN IF ADVISED OF THE POSSIBILITY. NO JANIVOA PARTY IS LIABLE FOR (A) ERRORS OR INACCURACIES IN CONTENT; (B) PERSONAL INJURY, DEATH, PROPERTY DAMAGE, THEFT, OR LOSS OCCURRING AT ANY PREMISES OR IN CONNECTION WITH ANY CLEANING SERVICES; (C) UNAUTHORIZED ACCESS TO OUR SERVERS OR YOUR DATA; (D) INTERRUPTION OF THE PLATFORM; (E) VIRUSES OR MALICIOUS CODE TRANSMITTED BY THIRD PARTIES; OR (F) THE CONDUCT OF ANY THIRD PARTY OR USER. IF, NOTWITHSTANDING THE FOREGOING, A JANIVOA PARTY IS FOUND LIABLE, ITS TOTAL AGGREGATE LIABILITY WILL NOT EXCEED: (A) FOR CLIENTS, THE JANIVOA FEES ATTRIBUTABLE TO THAT CLIENT’S PAYMENTS IN THE SIX (6) MONTHS BEFORE THE CLAIM AROSE; AND (B) FOR PROVIDERS AND CLEANING STAFF, THE JANIVOA FEES PAID BY THAT PROVIDER IN THE SIX (6) MONTHS BEFORE THE CLAIM AROSE. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
Clients will defend, indemnify, and hold harmless the Janivoa Parties from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (a) their use of or inability to use the Platform; (b) their breach of these Terms; (c) their violation of any law or third-party right; (d) conditions at their premises; (e) their User Content or Feedback; or (f) any dispute with another User.
Providers and Cleaning Staff will defend, indemnify, and hold harmless the Janivoa Parties from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (a) their use of or inability to use the Platform; (b) their performance, non-performance, or inability to perform Cleaning Services, or to receive payment for them; (c) injury, death, property damage, theft, or loss caused by them or their personnel; (d) wage, classification, tax, immigration, or workers’-compensation claims by or about their personnel; (e) their breach of these Terms or any Provider Agreement; (f) their violation of any law or third-party right; (g) their User Content or Feedback; (h) the acts or omissions of their Cleaning Staff; or (i) any dispute with another User.
Janivoa may assume the exclusive defense and control of any matter subject to indemnification. You may not settle any such matter without Janivoa’s prior written consent.
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 17.2. The Platform is deemed based solely in Florida and passive, not giving rise to personal jurisdiction over Janivoa elsewhere. Subject to Section 17.2, you consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, for any action in which Janivoa seeks injunctive or equitable relief, for appeals of any arbitration award, and for any proceeding if Section 17.2 is found unenforceable. These Terms are drafted in English, and the English version controls over any translation.
READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH JANIVOA AND LIMITS HOW YOU MAY SEEK RELIEF. This Arbitration Agreement governs any dispute, controversy, or claim between you and Janivoa arising out of or relating to these Terms, the Platform, any transaction through the Platform, any marketing communication, or any other aspect of your relationship with Janivoa, whether arising before or after your acceptance of these Terms (each, a “Claim”). Opt-out. New Users may opt out of this Arbitration Agreement by emailing contact@janivoa.com within thirty (30) days of first accepting these Terms, stating their full legal name (and business name) and their intent to opt out. Opting out does not affect any other provision of these Terms. Informal resolution. Before commencing arbitration, you must email contact@janivoa.com describing the Claim and allow sixty (60) days for informal resolution. Procedure. Unresolved Claims will be resolved exclusively by binding arbitration before a single arbitrator administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or, for individuals using the Platform for non-commercial purposes, its Consumer Arbitration Rules), as modified by this Section. Arbitration will take place in Miami-Dade County, Florida, or by video conference at the arbitrator’s discretion. Commercial Users each bear their own filing, administrative, and arbitrator fees per the AAA rules, and the award may include costs of arbitration and reasonable attorneys’ and expert fees. Individual non-commercial Users may pursue qualifying claims in small-claims court instead of arbitration, after completing the informal resolution step. The arbitrator, not any court, has exclusive authority to decide all questions of arbitrability, including the scope, validity, and enforceability of this Section. Judgment on the award may be entered in any court of competent jurisdiction. Equitable relief. Nothing in this Section prevents Janivoa from seeking injunctive or other equitable relief in court to protect its data security, Confidential Information, Intellectual Property Rights, or the non-circumvention obligations in Section 5, or prevents you from bringing an individual claim in small-claims court. Severability. If any part of this Arbitration Agreement is void or unenforceable, it will be severed and the remainder enforced, except that if the waiver below is found unenforceable as to a Claim for public injunctive relief, that Claim alone will proceed in court and be stayed pending arbitration of all other Claims.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND JANIVOA EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. THIS APPLIES TO ALL USERS, INDIVIDUALS AND ENTITIES, REGARDLESS OF THE PURPOSE OF THEIR USE. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR ENTITY AND MAY AWARD RELIEF ONLY TO THE INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NEEDED TO RESOLVE THAT CLAIMANT’S INDIVIDUAL CLAIM.
You will comply with all applicable U.S. export-control and economic-sanctions laws. You represent that neither you nor any person acting on your behalf, nor (for Organizations) any owner of 50% or more of your equity, is listed on any U.S. government restricted-party list or located in a country or territory subject to comprehensive U.S. sanctions.
Notices and Changes. We may send notices by email, text, in-Platform message, or posting on the Platform. We may modify these Terms at any time; we will update the “Last Modified” date and use reasonable efforts to notify you of material changes. Continued use after a change constitutes acceptance. If you do not agree, stop using the Platform. Entire Agreement; Order of Precedence. These Terms, together with the Privacy Policy, the Supplemental Terms, any Service Order, and any Provider Agreement, are the entire agreement between you and Janivoa regarding the Platform and supersede all prior statements. In a conflict, a signed Provider Agreement controls over these Terms, and these Terms control over a Service Order except as to price, scope, and schedule. Severability; No Waiver. Except as stated in Section 17.2, invalid provisions will be limited or severed without affecting the remainder. Our failure to enforce any provision is not a waiver of it.
Assignment. Janivoa may assign or transfer these Terms without your consent, with notice, and upon assignment is released from obligations arising after the effective date. You may not assign these Terms without our prior written consent; any attempted assignment is void. Force Majeure. Neither Janivoa nor any User is liable for delay or failure caused by events beyond its reasonable control, except payment obligations. California Residents. Under Cal. Civ. Code § 1789.3, California residents may report complaints to the Complaint Assistance Unit of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; (800) 952-5210. Survival. Sections 5, 6, 9, 10, 11, and 13 through 19 survive termination. Contact. Janivoa LLC · 350 Lincoln Rd, 2nd Floor, Suite 414, Miami Beach, FL 33139 · contact@janivoa.com