This Professional 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 “Professional”). 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 Professional wishes to enroll on the Site as a Professional to post a profile to the Site and browse, search, and apply to jobs posted on the Site.
NOW, THEREFORE, it is agreed as follows:
1. Scope
1.1 Company provides the Site to facilitate the two-sided marketplace between Professionals and Households seeking permitted non-medical Services. During the term of this Agreement, Professional shall be provided access to the Site to post a profile and browse, search and apply to jobs listed by Households on the Site. Company hosts the Site, but will not be involved in supplying any Services to the Households, including, but not limited to, setting up transportation between Households and Professionals.
1.2 Professional is an independent business owner, providing Services under its own name or business name (and not under Company’s name), and using its own vehicles, tools and supplies. Professional may (a) maintain a clientele without any restrictions from Company; (b) offer and provide its Services elsewhere, including through competing platforms; (c) accept or reject requests for Services on lawful grounds in its sole discretion; and (d) appoint subcontractors (“Assistants”) to assist with performing Services in its sole discretion. Professional and each Household 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. The legal status of that relationship depends on its actual circumstances and applicable law. A Household may be a client of an independent business or may have household-employer duties where the law establishes an employment relationship. 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.
1.3 The Site and the Company are not an employment agency service or business. Professional is not and will not be an employee, partner, representative, agent, joint venturer, independent contractor or franchisee of Company. 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.
1.4 Service Agreement
1.5 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. Professional is responsible for exercising its own business judgment when entering into a Service Agreement and performing Services and acknowledges that it does so at its own risk and that there is a chance for individual profit or loss. Company will not be 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 Professional acknowledges and agrees that (a) Company does not (i) perform the Services or employ individuals to perform them, including Professional to perform Services, (ii) supervise, scope, direct, control, or monitor 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 Professional, or (iii) 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 Professional (or the acts or omissions thereof), or over the integrity, competence, responsibility, qualifications, communications, or the ratings or reviews provided by Professional with respect to itself; 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 Professional or Company and Assistants. Professional 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 Professional remains responsible for the taxes, reporting, contributions, worker-classification decisions, payroll withholding and employment-related insurance obligations that applicable law assigns to Professional for its own business and for workers it employs or engages. A Household remains responsible for any household-employer obligations that applicable law assigns to that Household. Company’s role as platform operator does not itself make Company the employer of Professional or its Assistants. Nothing in this Agreement shifts a statutory obligation from the person or entity to whom the law assigns it or excludes duties that applicable law independently places on Company.
3. Payment
3.1 Company will not charge Professional a fee to gain access to the Site.
3.2 The Professional will be paid by the Household in accordance with their separate Service Agreement and applicable law. The fees payable by each Household to Professional for the Services shall be determined solely by Professional and that Household. Professional agrees that all amounts owed to Professional from a Household will be paid through Stripe, a third-party payment service provider (“PSP”). Professional agrees to set up an account with the PSP, which may require registration with the PSP, provision of its federal tax ID, consent to the terms of service of the PSP (the “PSP Service Agreement”), and completion of a vetting process and/or account validation. Company is not a party to any PSP Service Agreement, and has no obligations, responsibility or liability to Professional or any other party under any PSP Service Agreement.
3.3 Bookings and Payments for Connections Made Through Minty. When Professional first connects with a Household 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 the Professional’s Services are governed by the separate Service Agreement between the Household and Professional and applicable law. Company does not determine entitlement to service refunds or resolve service disputes. Company’s platform service fee, charged to the Household, 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.
4. Taxes
4.1 Professional may be liable for collecting or paying taxes or similar charges imposed on the Services performed or fees paid under any Service Agreement. Professional remains fully responsible and liable for compliance with all tax obligations applicable to it and the Services (including, without limitation, filing its tax returns and paying taxes) relating to the Services performed by it for the benefit of Households. Professional should consult its own tax advisors to ensure compliance with applicable tax and reporting requirements.
4.2 Company is neither responsible nor liable for ensuring Professional’s compliance with applicable tax obligations. Without limitation, Company shall not be held responsible for any breach of Professional’s tax obligations, including (without limitation) that Company shall not be held jointly and severally liable for taxes, interest on overdue taxes, or for any penalties or fines that would be owed by the Professional. Where reasonably necessary to carry out a legal obligation or investigate documented non-compliance, Company may request appropriate confirmation of Professional’s tax compliance. Company may limit access to the Site, suspend or deactivate Professional’s account, or remove Professional 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 Professional represents and warrants that it:
5.2 is operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity when using the Site;
5.3 is legally permitted to work within the United States;
5.4 will ensure that any Assistants it engages are legally permitted to work within the United States;
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 use its legal name and/or legal business name (as per Professional’s government-issued identification and registration documents) and an up-to-date photo on Professional’s profile;
5.7 is solely responsible for controlling the method, manner and means of providing the Services and what may occur during Professional’s performance of the Services, including any damage to the personal property of any Household while Professional is performing the Services;
5.8 will not provide any medical, diagnostic, treatment or clinical service, or perform regulated work without the licenses, permits and authorizations required for an expressly permitted service category;
5.9 will not offer or perform applications of pesticides, herbicides, weed killers, weed-and-feed products or other products intended to control weeds, insects or other pests through the Site, whether sprayed, spread or applied by another method; this platform exclusion applies even if Professional holds relevant certification or licensing; permitted yard care may include mowing, raking, planting, hand weeding and general yard cleanup, subject to applicable law and other platform limits; will not offer or perform the transportation of passengers as part of errand Services;
5.10 has and will maintain (at Professional’s own expense) any licenses, permits, certificates, and/or registrations required by applicable laws that apply to Professional’s performance of Services (including, as applicable, a business license and/or business tax registration);
5.11 has and will maintain (at Professional’s own expense) all insurance required by applicable law to operate its business and perform the Services;
5.12 will respond to invitations promptly; provide timely, high-quality Services for Households; only offer and provide Services for which it has the necessary expertise to perform; and perform the Services as agreed upon with a Household in a safe manner; and
5.13 will only utilize the third-party payment service provider to receive payment for Services.
5.14 Professional acknowledges that Company makes no warranties regarding the availability of any jobs with Households or that Professional will enter into a Service Agreement with any Household and assumes no liability for any representations as to the same made to Professional.
5.15 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. Professional must accurately identify the preparation location, maintain all applicable authorizations and submit requested current permits, licenses and proof of commercial-kitchen access through the secure, non-public upload area of its Minty profile. Company does not inspect kitchens, issue food-business approvals, supervise food preparation or guarantee food safety. Receipt or review of documents does not transfer the Professional’s compliance duties to Company.
6. Insurance
6.1 Professional agrees to maintain any and all valid insurance appropriate for the Services it performs as required by applicable law. If providing or using a vehicle to perform Services, this includes but is not limited to automobile liability insurance covering vehicles used for the performance of Services that provides protection against bodily injury and property damage to third parties at coverage levels that satisfy the minimum requirements set by applicable law to operate a vehicle on public roads wherever these vehicles are in use. If providing or using a vehicle to perform Services, Professional agrees (i) to be listed as an insured or a driver on its automobile liability insurance; (ii) upon request, to provide Company with the name of its insurance policy provider, a valid insurance policy number, or a copy of the insurance policy, policy declarations, proof of insurance identification card and/or proof of premium payment for its policy, as well as copies of the same upon renewal; and (iii) to immediately notify Company if its automobile liability insurance policy is canceled. For paid passenger transportation, Professional must maintain commercial or for-hire automobile liability coverage expressly covering the vehicle and passenger-for-hire activities, at the limits required for that operation. Personal-use coverage alone does not satisfy Company’s transportation eligibility requirements.
7. Vehicles
7.1 If the Professional is transporting Households as part of the Services, Professional acknowledges and agrees to the transportation document requirements below and further agrees that:
7.2 Before enabling transportation Services, Company requires and checks current documents for each driver and each vehicle used: (1) a New York Class E driver’s license or an appropriate Class A, B or C commercial driver’s license, including any endorsements required for the vehicle and passenger service, matched to the driver’s screening identity; (2) DMV registration establishing taxi, livery or other eligible for-hire vehicle status and seating capacity; (3) commercial or for-hire automobile liability insurance covering the vehicle and the paid passenger service, with matching vehicle details, applicable coverage limits and expiration date; and (4) all driver and vehicle licenses, permits or operating approvals required by the state and local authorities for the areas served. A driver’s license alone, a personal-use vehicle registration or a personal automobile insurance policy does not satisfy this platform requirement. Where vehicle size, capacity, operating area or service type requires additional authority, Company also requires proof of applicable NYSDOT operating authority or a documented exemption and Article 19-A compliance where applicable. Documents must be submitted through the secure, non-public upload area of Professional’s Minty profile. Company checks the driver identity, license class and relevant endorsements, vehicle identifiers, for-hire status, seating capacity, coverage information, applicable operating area and expiration dates across the submitted records. If information is missing, inconsistent or unclear, Company requires clarification or confirmation from the issuing authority, insurer or other appropriate source before enabling the affected transportation Services. Company records review status and expiration dates and rechecks replacement or renewed documents. Transportation listings and new bookings must remain unavailable while required documents are missing, expired, suspended, cancelled or unresolved. Professional must promptly report any change affecting eligibility and must not provide affected transportation Services unless the required credentials and coverage are current. These checks concern platform eligibility and do not grant operating authority, guarantee coverage or safe service, or give Company control over service performance. Professional remains responsible for continuing legal compliance, vehicle condition and safe operation. Each driver must also complete the mandatory MVR screening required by Section 8.1 before Company enables the affected transportation Listing or bookings.
7.3 Professional and any employees, independent contractors or Assistants who operate a vehicle to perform Services will hold and maintain (1) a valid driver’s license necessary for the operation of any vehicle used to perform Services as required by applicable law and (2) any necessary licenses, permits, certificates, and/or approvals as required by applicable law;
7.4 any vehicle used to perform Services is insured in accordance with the requirements of Section 6 above and validly registered for operation;
7.5 it will maintain any vehicle used to perform Services in good operating condition, at its sole expense, consistent with all applicable industry safety standards; and
7.6 it will drive safely and obey all traffic laws when performing the Services.
8. Background Checks
8.1 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.
8.2 background checks obtained from a consumer reporting agency are subject to the Fair Credit Reporting Act (“FCRA”) and applicable state law. The checks ordered and the information collected are limited to the screening package disclosed to Professional and separately authorized for the stated permissible purpose. The disclosure, authorization, protected-record and notice procedures below apply.
8.3 Company receives screening status and results from Checkr and may receive an authorized report as permitted by the separate screening disclosures and applicable law. Screening information is handled as described in the Privacy Policy. Professional must keep its contact email current so that screening notices and report-access instructions reach the correct address.
8.4 Company may display a screening-completion status on Professional’s profile that accurately describes the check completed. Company does not publish screening reports or provide them to Households or other Members as part of the marketplace service. A status or badge is not access to a report or a guarantee of safety, qualifications or service quality. Disclosures required by law or valid legal process remain subject to the Privacy Policy and applicable law.
8.5 Company may review and use background checks obtained for a permissible purpose with the Professional’s separate written authorization to assess platform eligibility and protect the safety and integrity of the Site. Company will not request or rely on dismissed charges, arrests or charges that did not result in conviction, youthful offender adjudications, sealed records, or other criminal-history information protected from use by applicable law when deciding platform eligibility. Company will instruct its screening provider to exclude those records from reports supplied to Company. Review concerns access to the Site and does not itself create an employment relationship or authorize Company to direct or supervise Services.
8.6 Before ordering a consumer report, Company will provide a clear, stand-alone written disclosure and obtain written authorization through the designated screening process. Registration, acceptance of this Agreement and payment for screening do not replace that disclosure or authorization. Before rejecting, restricting, suspending or removing the Professional based wholly or partly on a consumer report, Company will provide a pre-adverse action notice, a copy of the report relied on and the applicable summary of rights, and allow a reasonable opportunity to review and dispute inaccurate or incomplete information before making a final decision. If Company then takes adverse action, it will provide a final adverse action notice identifying the reporting agency, explaining that the agency did not make the decision, and describing the Professional’s rights to dispute the report and obtain a free copy within 60 days, together with any additional information required by law. Company will provide a copy of New York Correction Law Article 23-A when the report contains criminal conviction information, and will consider the factors in Section 753 of the New York Correction Law when evaluating a conviction. The Professional may dispute report inaccuracies with the reporting agency and may notify Company that a dispute is pending; Company will consider information submitted before making its final decision.
9. Assumption of Risk
9.1 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 Professional’s interactions with other Site members, their families, or others associated with them will always be 100% safe and respectful.
9.2 Professional agrees to assume all risks when using the Site and providing 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. Professional 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.
10. Term and Termination
10.1 The term of this Agreement begins on the Effective Date and continues until terminated under Section 10. No minimum membership period is imposed by this provision.
10.2 Termination; Deactivation and Suspension.
10.3 Professional 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.
10.4 Company may terminate this Agreement and Professional’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 13, 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.
10.5 In the event of an actual or suspected breach by Professional of any part of the Agreement (including, without limitation, abuse, fraud or interference with the proper working of the Site), Company may (a) suspend Professional’s right to use the Site pending its investigation; (b) deactivate Professional’s account or limit Professional’s use of the Site upon its confirmation of a breach; and/or (c) remove any Site content generated by Professional that is in breach of the Agreement or applicable law. Company will provide Professional with written notice of its determination in accordance with, and as required by, applicable laws. If Professional wishes to appeal any determination made by Company pursuant to this section, Professional must contact Company within fourteen (14) days after receipt of notice with the grounds for Professional’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.
10.6 If Company suspends or deactivates Professional’s account or limits Professional’s use of the Site pursuant to this section, Professional may not register and/or create a new account under different usernames, identities or contact details (whether under Professional’s or any other name or business name), even if Professional is acting on behalf of a third party. Even after Professional’s right to use the Site is suspended, terminated or limited, the Agreement will remain enforceable against Professional. Company reserves the right to take appropriate legal action pursuant to the Agreement.
10.7 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.
10.8 Termination concerns Company’s provision of platform access. It does not itself terminate a separate Service Agreement between Professional and a Household, decide whether either party has performed that agreement, or resolve cancellation, payment or refund rights for Services. Accrued obligations and provisions that by their nature or express terms survive remain enforceable, subject to applicable law. The Bookings and Payments for Connections Made Through Minty provisions are not waived by account closure. This paragraph does not authorize off-platform bookings or payments.
11. Limitation of Liability
11.1 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.
11.2 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.
11.3 THEREFORE, PROFESSIONAL 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 PROFESSIONAL’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, PROFESSIONAL HEREBY RELEASES THE COMPANY PARTIES FROM THE FOREGOING.
11.4 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.
11.5 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 SERVICES PAYMENTS PAID TO PROFESSIONAL BY HOUSEHOLDS IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
12. Indemnification
12.1 To the fullest extent permitted by applicable law and subject to the limits and procedures in this section, Professional 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:
12.2 Professional’s material breach of any term or condition contained in this Agreement; or
12.3 any act or omission on the part of Professional or any Assistants related to or in any way connected with providing Services to a Household.
12.4 To the fullest extent permitted by applicable law and subject to the limits and procedures in this section, Professional 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) Professional’s negligent or wrongful use of or participation on the Site; (ii) Professional’s performance of or failure to perform its obligations for Services; (iii) Professional’s breach or violation of the Agreement; (iv) Professional’s violation of any law, or the rights of any Site member or third party; (v) any Site content submitted by or about Professional or using Professional’s account to the Site, including where such content infringes a third party’s intellectual property rights or is otherwise unlawful; and (vi) the acts or omissions of any Assistants. This indemnity does not require Professional 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 Professional or, where applicable, its Assistants. Company must give prompt notice of a covered claim and reasonable cooperation. Professional 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.
13. Notice
13.1 Notices under this Agreement must be in writing. Professional 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 Professional’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.
14. Applicable Law
14.1 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.
15. Severability
15.1 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.
16. Binding Effect
16.1 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.
17. Construction
17.1 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.
18. Surviving Terms
18.1 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 18, Section 1 (Scope), Section 2 (Relationship of the Parties), Section 3 (Payment), Section 4 (Taxes), Section 5 (Representations and Warranties), Section 6 (Insurance), Section 7 (Vehicles), Section 8 (Background Checks), Section 9 (Assumption of Risk), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 19 (Miscellaneous).
19. Miscellaneous
19.1 The following provisions shall apply to this Agreement:
19.2 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.
19.3 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.
19.4 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.
19.5 If the consent of either party is required for whatever reason under the terms of this Agreement, such consent shall not be unreasonably withheld.
19.6 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.