This Household Agreement (“Agreement”) is entered into by and between Minty Care Connections LLC, a New York limited liability company having a place of business at 1726 Long Pond Road, Suite 5, Rochester, New York 14606 (the “Company”), and the individual or entity identified in the Company’s platform registration records that electronically accepts this Agreement (the “Household”). This Agreement becomes effective on the date of that electronic acceptance (the “Effective Date”).
WHEREAS, the Company provides a platform available at www.mintycareconnections.com and any other websites, web pages, mobile applications and mobile websites operated by Company (“Site”);
WHEREAS, the Site is an online marketplace connecting Households seeking permitted non-medical services (the “Services”) with Professionals offering those Services. “Household” means an adult individual or an entity seeking permitted non-medical Services through Minty for itself or on behalf of another person, family, group or organization. It includes parents, family members, caregivers, authorized representatives, businesses and other organizations. An individual acting for another person or entity must have authority to register, share information and enter into the applicable agreements on its behalf. Household is an account-role label and is not limited to a private residence or traditional family household. “Professional” means an adult individual or business that offers permitted non-medical Services through Minty. A person acting for a business must have authority to register and accept agreements for it. The term describes a platform role and does not itself establish licensing, qualifications, employment status or an endorsement by Minty. In this Agreement, “Minty” means Company, “Member” means a registered Household or Professional, and “Listing” means a Professional’s profile and service description. The Site is the “Platform” described in the Terms of Use.
WHEREAS, the Household wishes to enroll on the Site as a Household to post a profile to the Site, create posts seeking permitted non-medical Services and connect with Professionals to fill those jobs.
NOW, THEREFORE, it is agreed as follows:
1. Scope
1.1 Household is an adult individual or entity using the Site to seek permitted non-medical Services for itself or for people or organizations it is authorized to represent. The Site and the Company are not an employment agency service or business. Professionals are not and will not be employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Company. Household and the selected Professional enter into their own direct relationship under a separate Service Agreement; Company is not a party to that agreement and does not provide or supervise the Services. This Agreement does not automatically classify the Professional as Household’s independent contractor or employee. Depending on the actual circumstances and applicable law, Household may engage an independent business or may have household-employer duties. Worker classification depends on the actual relationship and applicable law, not on a label in this Agreement, a Listing or a Service Agreement. Nothing in this Agreement waives legally established employment rights or transfers a statutory duty away from the person or entity responsible under applicable law.
1.2 In exchange for access to the Site, Company shall be entitled to a finder’s fee from the Household in the amount of fifteen percent (15%) of the total paid for any Services Household contracts through the Site.
1.3 Company arranges the required background and identity screening of Professionals through Checkr as described in Section 6. Household is not required by this Agreement to obtain or perform its own background check. Household remains responsible for interviewing Professionals, assessing references and relevant qualifications, evaluating information provided, and selecting an appropriate Professional to provide Services for itself or the people or organizations it is authorized to represent. Company’s screening does not replace that assessment or guarantee safety, qualifications or service quality. Household is responsible for assessing the legal status of the direct relationship established with a Professional and meeting the duties applicable to that relationship, including any required age or work-authorization verification. Where the relationship creates household employment, Household must meet applicable wage, overtime, payroll, tax-withholding, unemployment-insurance, workers’ compensation, disability or other employment-related obligations. Using the Site or calling a Professional an independent business does not remove those duties where the law imposes them.
1.4 Household and the Professional who accepts and agrees to provide the Services sought by the Household shall form a legally binding contract between them (the “Service Agreement”). The terms of this Service Agreement include the details of the Services proposed by the Household and accepted by the Professional, and any other terms agreed to by and between the Household and Professional. Household is responsible for exercising its own business judgment when entering into a Service Agreement and acknowledges that it does so at its own risk. Company is not a party to any Service Agreement. The formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Company.
2. Relationship of the Parties
2.1 Household acknowledges and agrees that (a) Company does not (i) perform the Services or employ individuals to perform them, including any Professional to perform Services, (ii) supervise, scope, direct, control, or monitor any Professional’s work (including that Company does not set Professional’s work locations, work hours, or terms of work), or provide tools or supplies to a Professional, (iii) arrange any transportation if the Household seeks transportation Services from a Professional, or (iv) have any control over the timing, quality, means used, manner of provision, environment, legality, failure to provide, or any other aspect whatsoever of Services or a Professional (or the acts or omissions thereof), or over the integrity, competence, responsibility, qualifications, communications, or the ratings or reviews provided by a Professional with respect to themselves; and (b) the formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Company, or any employment or other relationship between Company and Household. Household has no authority to act as Company’s agent, bind Company or make representations on Company’s behalf. Nothing in this paragraph overrides a legally established employment relationship or any nonwaivable statutory duty.
2.2 Household remains responsible for the taxes, reporting, payroll withholding, workers’ compensation, unemployment insurance, disability coverage and other obligations that applicable law assigns to Household in connection with obtaining Services, including any household-employer obligations. Company’s role as platform operator does not itself make Company the employer of a Professional or responsible for Household’s obligations. Nothing in this Agreement excludes duties that applicable law independently places on Company, a Professional or any other person.
3. Payment
3.1 To book Services on the Site, Household must use the designated Stripe payment process and provide the information and authorizations required to complete payment. Stripe is the designated third-party payment service provider (“PSP”). Any applicable Stripe terms accepted through that process are referred to as the “PSP Service Agreement”. Company is not a party to any PSP Service Agreement, and has no obligations, responsibility or liability to Household or any other party under any PSP Service Agreement.
3.2 Household authorizes Company, or the PSP, to process payment for Services via the existing payment method. All amounts owed to a Professional must be paid through the PSP. Household acknowledges and agrees that Company may prevent Household from booking future Services, while an undisputed, authorized balance is overdue, subject to applicable law.
3.3 Bookings and Payments for Connections Made Through Minty. When Household first connects with a Professional through the Site, all bookings and payments for Services between them, including repeat Services, must be made through the Site and its designated payment process. This requirement has no fixed end date. Neither party may move those bookings or payments off the Site to bypass this requirement. Neither party is required to request, accept or continue Services, and each party remains free to work with other people. This rule does not apply to relationships that existed independently before the parties connected through the Site. It does not create a buyout or conversion fee and remains subject to applicable law.
3.4 Refunds for a Professional’s Services are governed by the separate Service Agreement between the Household and Professional and applicable law. Minty does not determine entitlement to service refunds or resolve service disputes. Minty’s platform service fee is generally non-refundable, except as disclosed at checkout or required by applicable law. Closing an account does not eliminate any refund rights required by law.
3.5 Termination, suspension or deactivation of your account does not by itself determine whether a service refund or a refund of Minty’s platform service fee is owed. Refunds remain subject to the separate Service Agreement, the platform service fee provisions above, applicable checkout disclosures and applicable law.
4. Taxes
4.1 Household may be responsible for state or federal tax reporting for the Services obtained under any Service Agreement and remains fully responsible and liable for compliance with all tax obligations applicable to it and the Services.
4.2 Company is neither responsible nor liable for ensuring Household’s compliance with applicable tax obligations. Where reasonably necessary to carry out a legal obligation or investigate documented non-compliance, Company may request appropriate confirmation of Household’s tax compliance. Company may limit access to the Site, suspend or deactivate Household’s account, or remove Household from the Site for a substantiated tax-compliance violation or where required by applicable law, subject to the notice and review provisions of this Agreement. Failure or refusal to provide requested information does not, by itself, establish a tax-compliance violation. A substantiated violation must be supported by reliable evidence; a final court judgment is not required. Company does not routinely audit Members’ taxes, and a request for information does not transfer any tax obligation from the person or entity responsible under applicable law.
5. Representations and Warranties
5.1 Household represents and warrants, through its authorized representative where applicable, that it:
5.2 has the right, authority and capacity to enter into this Agreement and commits to abide by all of the terms and conditions hereof;
5.3 intends to use the Site and Services solely for the purpose of finding or managing permitted non-medical Services, or finding or sharing information relating to those Services;
5.4 will not use the Site for any unlawful, fraudulent, harassing, or obscene purpose;
5.5 is at least eighteen (18) years of age if registering as an individual, and, if an entity, acts through an authorized adult representative;
5.6 will comply with all relevant laws, rules and regulations, including in using the Site and in the hiring process;
5.7 will use its legal name or legal entity name, as applicable, and an accurate, current profile photo for the individual or authorized representative identified on the account;
5.8 will assume full responsibility for interviewing, performing reference checks on, verifying information provided by, and selecting an appropriate Professional for itself or the people or organizations it is authorized to represent;
5.9 will not post jobs to the Site seeking any medical, diagnostic, treatment or clinical service;
5.10 will not request or book pesticide, herbicide, weed-killer, weed-and-feed or other pest-control product applications through the Site, even if a Professional holds relevant certification or licensing; permitted yard care is limited to activities such as mowing, raking, planting, hand weeding and general yard cleanup, subject to applicable law and other platform limits; will not request or book the transportation of passengers as part of errand Services;
5.11 will only initiate booking requests with Professionals whom Household actually intends to engage to perform Services, subject to any screening, vetting, verification or background checks Household may wish to perform;
5.12 will provide, file and retain the tax reporting and employment forms that applicable law requires Household to provide, file or retain for the actual relationship with each Professional; this Agreement does not require treating every Professional as an independent contractor;
5.13 will only utilize the third-party payment service provider to provide payment for Services;
5.14 will not post on the Site, or transmit to other members, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity), or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse, or give the impression that any content emanates from Company where this is not the case; and
5.15 will not provide inaccurate, misleading, defamatory or false information to Company or to any other member of the Site, and all opinions stated as part of content posted by Household must be genuinely held. Without limiting the foregoing, Household represents and warrants that it has the right and authority to post all information posted about itself or others.
5.16 Household acknowledges that Company makes no warranties regarding the availability of any Professionals to fill jobs with Household or that any Professional will enter into a Service Agreement with Household, and assumes no liability for any representations made by any Professionals.
5.17 Meal Preparation. Meal preparation may take place in the Household’s kitchen for that Household, or in an approved commercial kitchen for sale or delivery where the Professional’s food business and activities are covered by all required permits, licenses and authorizations. Outside the Household’s home, the Professional must have the applicable local health department food-service permit, a New York State Department of Agriculture and Markets food-processing license where applicable, and any other required approvals. The applicable authorization must cover the Professional’s operation, food products and preparation location; renting space in a permitted kitchen does not by itself establish that the Professional’s operation is authorized. As a Minty platform rule, Professionals may not prepare meals in their own or another person’s personal home kitchen for sale or delivery through Minty. This restriction does not prohibit cooking in the Household’s own kitchen for that Household. A home-processor exemption does not override this platform restriction. Household and Professional must agree on the preparation location, scope, ingredients, known allergies, storage and delivery arrangements before Services begin. Household may not request meal preparation or delivery that violates these platform rules. Company does not inspect kitchens, supervise preparation, certify food safety or guarantee that food is allergen-free. The Professional remains responsible for applicable permits, licensing, safe preparation, handling, transport and temperature control.
5.18 Transportation Document Checks. Before enabling a Professional’s transportation listing and bookings, Company requires and checks the driver’s Class E or appropriate commercial driver’s license and applicable endorsements, the vehicle’s eligible for-hire registration and seating capacity, commercial or for-hire insurance covering the vehicle and paid passenger service, and applicable driver and vehicle permits or operating approvals for the area served. Additional operating authority or documented exemptions and Article 19-A compliance are required where applicable. Company checks consistency and expiration dates, requests clarification or issuing-source confirmation where information is missing, inconsistent or unclear, and keeps affected transportation features unavailable pending resolution or renewal. These checks concern platform eligibility; they do not guarantee safe service, continuing compliance, document authenticity or insurance coverage. Household remains responsible for choosing a suitable Professional and may not request Services outside the Professional’s lawful authority or Minty’s permitted scope. Each driver must also complete the mandatory MVR screening required by Section 6.1 before Company enables the affected transportation Listing or bookings.
6. Background Checks
6.1 Company requires Professionals to complete background and identity screening through Checkr before they are listed on the Site. Screening may include criminal-history searches and additional checks appropriate to the service category. For transportation, each driver must complete motor vehicle record (MVR) screening through the designated screening process before Company enables the affected transportation Listing or bookings. MVR screening is a mandatory transportation eligibility requirement. Company discloses the scope of the screening and the fee payable by the Professional before payment. Screening requires separate disclosures and written authorization; paying a fee or accepting this Agreement does not authorize a consumer report. Additional or periodic screening remains subject to applicable authorization and advance fee disclosures. Any screening status shown to Household describes only the specific check completed and is not a guarantee of safety, qualifications or service quality.
6.2 Background checks obtained from a consumer reporting agency are subject to the Fair Credit Reporting Act (“FCRA”) and applicable state law. Company uses authorized screening information to assess Professionals’ eligibility to access and list Services on the Site. Household is not given access to the underlying consumer report through Company’s marketplace service. Company’s screening does not replace Household’s own assessment of a Professional’s suitability.
6.3 Company does not itself perform Background Check searches; the designated consumer reporting agency performs them. If Household independently obtains or uses a consumer report outside the Site, Household must have a permissible purpose, obtain any required separate disclosure and authorization, comply with applicable limits on criminal-history information, and provide all required pre-adverse and final adverse action notices and supporting documents. Household may not request or rely on dismissed charges, arrests or charges that did not result in conviction, youthful offender adjudications, sealed records or other information protected from use by applicable law. Where required, Household must provide the Professional with a copy of New York Correction Law Article 23-A and consider the applicable conviction-review factors. This Agreement is not a screening authorization or permission to access any report. Company’s own platform-eligibility decisions follow the screening protections stated in the Terms of Use and Privacy Policy.
7. Assumption of Risk
7.1 While Company takes certain steps to help promote the safety of its Site, finding or offering permitted non-medical Services via an online platform like Company’s comes with certain inherent risks. The Company does not provide any training, supervision, or monitoring of Households or Professionals, and cannot guarantee that all of Household’s interactions with other Site members or others associated with them will always be 100% safe and respectful.
7.2 Household agrees to assume all risks when using the Site and obtaining Services, including but not limited to injury, illness, death, and all other risks associated with any online or offline interactions with members of the Site. Household also agrees not to rely solely on steps Company may take to vet or screen Professionals or Households and/or their content, or otherwise to promote the safety of the Site.
8. Term and Termination
8.1 The term of this Agreement begins on the Effective Date and continues until terminated under Section 8. No minimum membership period is imposed by this provision.
8.2 Termination; Deactivation and Suspension.
8.3 Household may terminate this Agreement and close its account at any time by using the authenticated account-deactivation feature, where available, or by sending a closure request from its account email address to support@mintycareconnections.com. Company may reasonably verify identity before acting on a request. Termination is effective when authenticated deactivation is completed or Company receives an authenticated closure request, unless a later date is requested. No separate document signed by both parties is required. Company will confirm closure through a permitted notice method. Closing the account ends access to account features but does not itself cancel a separate Service Agreement, decide a service dispute, eliminate accrued payment obligations or waive other provisions that survive termination.
8.4 Company may terminate this Agreement and Household’s access to the Site for a breach of this Agreement or a violation of applicable law, subject to the notice, review and screening protections in this Agreement and the Terms of Use. Company will communicate the action and its effective date under Section 11, with any notice and opportunity for review required by law. An interim restriction expressly permitted by this Agreement does not require a separate termination document. No mutual signature is required to exercise an expressly permitted termination, suspension or deactivation right.
8.5 In the event of an actual or suspected breach by Household of any part of the Agreement (including, without limitation, abuse, fraud or interference with the proper working of the Site), Company may (a) suspend Household’s right to use the Site pending its investigation; (b) deactivate Household’s account or limit Household’s use of the Site upon its confirmation of a breach; and/or (c) remove any Site content generated by Household that is in breach of the Agreement or applicable law. Company will provide Household with written notice of its determination in accordance with, and as required by, applicable laws. If Household wishes to appeal any determination made by Company pursuant to this section, Household must contact Company within fourteen (14) days after receipt of notice with the grounds for Household’s appeal. Any longer response, review, appeal or dispute period required by applicable law controls. This contractual review process does not shorten a statutory deadline or replace the separate screening protections.
8.6 If Company suspends or deactivates Household’s account or limits Household’s use of the Site pursuant to this section, Household may not register and/or create a new account under different usernames, identities or contact details (whether under Household’s or any other name), even if Household is acting on behalf of a third party. Even after Household’s right to use the Site is suspended, terminated or limited, the Agreement will remain enforceable against Household. Company reserves the right to take appropriate legal action pursuant to the Agreement.
8.7 Following termination of a Member’s access to the Site, Company may notify relevant Members where needed for an affected booking, account security or legal compliance. Any notice will be accurate, limited to what is necessary, and consistent with privacy and consumer-reporting law. An account’s status does not indicate a person’s character, criminal history or quality of service.
8.8 Upon termination of this Agreement for any reason, amounts validly due from Household for Services or Company’s platform service fee remain payable. Account closure does not accelerate a payment that is genuinely disputed or not yet due. Company does not determine the merits of a service-payment dispute.
9. Limitation of Liability
9.1 THE SITE AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE, AND/OR NON-INFRINGEMENT), AND THE SAME ARE EXPRESSLY EXCLUDED.
9.2 WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS MEMBERS, MANAGERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “AFFILIATES”, AND TOGETHER WITH COMPANY, THE “COMPANY PARTIES”): (A) MAKE NO, AND EXPRESSLY DISCLAIM (TO THE EXTENT PERMITTED BY LAW), ALL REPRESENTATIONS AND WARRANTIES AS TO, (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF THE SITE, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SERVICE PROVIDED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE SITE, OR (III) THE SERVICES PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, MEMBERS OF THE SITE (WHETHER ON- OR OFF-LINE, OR OTHERWISE) (INCLUDING, BUT NOT LIMITED TO, AS TO PROFESSIONAL’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSURE); (B) DO NOT WARRANT THAT THE SITE IS OR WILL BE (I) ERROR-FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; OR (II) FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING WHEN FOLLOWING A HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; AND (C) DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BY ANY PROFESSIONAL OR ASSISTANT, AND COMPANY WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN SITE MEMBERS AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
9.3 THEREFORE, HOUSEHOLD ACKNOWLEDGES AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) FOR, AND SUCH PARTIES EXPRESSLY DISCLAIM, ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES (WHETHER DIRECT, ACTUAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, COMPUTER DAMAGE, SERVICE INTERRUPTION, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, DISCLOSED AND UNDISCLOSED, SUSPECTED AND UNSUSPECTED (COLLECTIVELY, “LIABILITIES”) ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE SITE OR HOUSEHOLD’S OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT PERMITTED BY LAW, HOUSEHOLD HEREBY RELEASES THE COMPANY PARTIES FROM THE FOREGOING.
9.4 The exclusions, releases and liability caps in this Agreement apply to the fullest extent permitted by applicable law, including to claims alleging ordinary negligence where such limitations are lawful. They do not exclude or limit liability for Company’s or any Affiliate’s fraud, willful misconduct or gross negligence, or any liability, remedy, warranty or statutory right that cannot lawfully be excluded or limited. They do not affect ownership of Service proceeds or Company’s duty to account for funds it is legally required to pass on. The indemnification provisions are subject to the separate limits stated in the Indemnification section. Nothing in this Agreement transfers a nondelegable statutory duty away from the person or entity responsible under applicable law.
9.5 IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE COMPANY PARTIES ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FINDER’S FEE PAYMENTS PAID BY HOUSEHOLD TO THE COMPANY IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
10. Indemnification
10.1 To the fullest extent permitted by applicable law and subject to the limits and procedures in this section, Household will indemnify, defend and hold Company and its Affiliates harmless, at all times during and after the term of this Agreement, from third-party claims, damages, liability and expenses, including reasonable legal fees and court costs, to the extent caused by the following:
10.2 Household’s material breach of any term or condition contained in this Agreement; or
10.3 any act or omission on the part of Household related to or in any way connected with the Services sought through the Site.
10.4 To the fullest extent permitted by applicable law and subject to the limits and procedures in this section, Household shall indemnify, defend and hold harmless Company and its Affiliates from and against third-party claims and resulting Liabilities to the extent caused by (i) Household’s negligent or wrongful use of or participation on the Site; (ii) Household’s negligent or wrongful conduct in connection with Services, or Household’s failure to pay amounts validly due for Services; (iii) Household’s breach or violation of the Agreement; (iv) Household’s violation of any law, or the rights of any Site member or third party; and (v) any Site content submitted by or about Household or using Household’s account to the Site, including where such content infringes a third party’s intellectual property rights or is otherwise unlawful. This indemnity does not require Household to cover any portion of a claim attributable to Company’s or an Affiliate’s own negligence or other wrongdoing, or to assume a duty that cannot lawfully be delegated. A claim involving conduct by both parties does not eliminate indemnification for the portion attributable to Household or, where applicable, its Assistants. Company must give prompt notice of a covered claim and reasonable cooperation. Household may control the defense with competent counsel. Company may participate at its own expense and may use separate counsel where a conflict requires it. No settlement may admit fault by Company or an Affiliate, require either to take non-monetary action, or leave either without a release unless the affected party reasonably agrees. These limits and procedures govern all indemnification obligations under this Agreement.
11. Notice
11.1 Notices under this Agreement must be in writing. Household may give notice to Company by email to support@mintycareconnections.com or by mail or personal delivery to Company’s address in the opening paragraph of this Agreement. Company may give notice by email to the current address in Household’s account records, by a notice delivered to that account through the Site where it remains accessible, or by mail or personal delivery to the current mailing address provided to Company. Keep contact details current. Email notices are effective when delivered to the recipient’s designated email system, not merely when sent; an automated failure or undeliverable response is not delivery. A notice through the Site is effective when delivered to an accessible account with an email alert sent to the account address; if the account is inaccessible or electronic delivery fails, Company will use another legally permitted method. Mailed and personally delivered notices are effective on documented delivery. Company retains available delivery records. These rules do not replace a legally required delivery method, consent, notice period or proof of receipt. Where applicable law requires separate consent for electronic delivery, Company will obtain that consent and provide the required disclosures, paper-copy and withdrawal procedures before relying on electronic delivery. Screening-related notices remain subject to the separate screening protections, and these provisions do not shorten any statutory response or dispute period. This clause does not authorize service of court papers by email or through the Site. An authorized representative may give notice on a party’s behalf.
12. Applicable Law
12.1 This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its principles of conflicts of law. Jurisdiction of any action or proceeding arising from or in any way connected with this Agreement shall be in New York, with venue in a court of competent jurisdiction in Monroe County.
13. Severability
13.1 Every provision of this Agreement is intended to be severable. If any provision is held to be invalid or unenforceable by law or by a court of competent jurisdiction, all other provisions shall nevertheless continue in full force and effect. In lieu of such invalid or unenforceable provision, there shall be added to this Agreement a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
14. Binding Effect
14.1 This Agreement shall be binding upon and will inure to the benefit of the parties, their respective heirs, distributees, legal representatives, transferees, successors and assigns.
15. Construction
15.1 All understandings and agreements previously made by and between the parties concerning this Agreement’s subject matter are merged in this Agreement. Except for termination, suspension or deactivation expressly permitted by this Agreement, an amendment or waiver of this Agreement must be in writing and signed or electronically accepted by both parties. A valid electronic signature or recorded electronic acceptance may satisfy that requirement to the extent permitted by applicable law. Exercise of an express account-closure, termination or suspension right does not require a separate document signed by both parties. A change to the Terms of Use does not by itself amend this Agreement; the amendment process for this Agreement still applies. Nothing here limits a nonwaivable right or remedy under applicable law.
16. Surviving Terms
16.1 The provisions set forth in the following Sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: this Section 16, Section 1 (Scope), Section 2 (Relationship of the Parties), Section 3 (Payment), Section 4 (Taxes), Section 5 (Representations and Warranties), Section 7 (Assumption of Risk), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 17 (Miscellaneous).
17. Miscellaneous
17.1 The following provisions shall apply to this Agreement:
17.2 The paragraph headings contained in this Agreement have been prepared for convenience of reference only and shall not control, affect the meaning, or be taken as an interpretation of any provision of this Agreement.
17.3 Several copies of this Agreement may be executed by the parties, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Photocopies, facsimile or electronic signature copies, including without limitation transmission by .PDF or other fixed image form or any electronic signature complying with the U.S. Electronic Signatures in Global and National Commerce Act of 2000 (e.g. www.docusign.com or www.echosign.adobe.com) of signed signature pages will be deemed binding originals and shall be fully binding on the parties to the same extent as original signatures.
17.4 In the event any term or condition of this Agreement should be breached by either party and thereafter waived by the other party, then such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach either prior or subsequent to the breach so waived.
17.5 If the consent of either party is required for whatever reason under the terms of this Agreement, such consent shall not be unreasonably withheld.
17.6 Wherever necessary or appropriate, the masculine gender whenever used shall include the feminine, and the feminine shall include the masculine; the neuter shall include both masculine and feminine; the singular shall include the plural, and the plural shall include the singular.