Terms and Conditions
Last updated: Sep 30,2022
These terms of use (the “Agreement”) govern the use of and access to the ATI App and Website (each as defined below) including any content, functionality and services offered on or through the Website or the ATI App by AT Times Incorporated (“ ATI”, “we” or “us”), a Delaware corporation with its address at 540 Tunxis Hill Road, FL 2, Fairfield, CT – 06825
This Agreement is entered into between you as the customer (“ You” or “Customer”) and ATI (referred to individually as a “Party” or collectively as the “ Parties”), where You wish to use the ATI App and/or Website to engage service professionals (collectively or individually referred to as “Professional/s”) who wish to provide Professional Services (as defined hereinafter) to You using the ATI Platform (as defined hereinafter). If You do not agree to accept and be bound by this Agreement, you must immediately stop using the ATI Platform. By using the UP Platform or any portion thereof, you accept and agree to be bound by this Agreement.
PLEASE READ THIS AGREEMENT THOROUGHLY AND CAREFULLY.
Capitalized terms in this Agreement have the meaning given to them in Exhibit A if not otherwise defined in the body of this Agreement.
THIS AGREEMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE RESOLUTION OF ANY DISPUTES ON AN INDIVIDUAL BASIS, AND YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. BY USING THE ATI PLATFORM, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
THE PARTIES AGREE TO THE FOLLOWING:
PART 1: GENERAL
This Agreement constitutes a legally binding agreement between ATI and the Customer. This Agreement sets out provisions that define the Customer’s legal rights and obligations with respect to its use of and participation in (i) the ATI Platform as a whole, including the classified advertisements, forums, various email functions and internet links, and all content, functionality and ATI services available through the domain and sub-domains of ATI located atwww.anytimeshift.com (collectively referred to herein as the “Website“) and the ATI App, and (ii) the online transactions between Customer and those Professionals who are providing services via the ATI Platform (collectively “Services”). You acknowledge that You have also reviewed the Privacy Policy available through the link https://www.anytimeshift.com/privacy-policy as well as through the link titled “Privacy” on the Website that applies to all users of the ATI Platform, including users who are also contributors of video content, information, private and public messages, advertisements, and other materials on the ATI Platform.
You acknowledge that the ATI Platform serves as a venue for the online distribution and publication of information submitted and exchanged between Customer and Professionals, bookings for Professional Services and by using, visiting, registering for, and/or otherwise participating in this Website or the ATI App, including the use of any services presented, promoted, and displayed on the ATI Platform, and/or by clicking on “I have read and agree to the terms of use” or similar language acknowledging acceptance of the terms (when this option is made available to you), You hereby certify that: (1) You are a Customer, (2) You have the authority to enter into this Agreement, (3) upon confirmation of a booking by You, You agree to make payment for the Professional Services requested from the Website or the ATI App, and (4) You agree to be bound by all terms and conditions of this Agreement and any other documents incorporated by reference. Furthermore, You represent and warrant that (a) You are at least 18 years of age or the age of majority in the relevant jurisdiction, whichever is greater, and are fully able and competent to enter into and comply with this Agreement, and (b) You are entering into this agreement in your individual, personal capacity, and not on behalf of any organization or entity.
PART 2: GENERAL TERMS
ATI’s Role and Use of ATI’s Services
1. ATI enables Customer to use services on the ATI App and Website. While ATI helps facilitate transactions that are carried out on the ATI App and/or Website, the Customer acknowledges that ATI is a technology services provider and is not providing the Professional Services. The Professional Services are provided by independent third party contractors who are not employed by ATI or any of its Affiliates. Any contractual arrangements fulfilled at the completion or delivery of services by a Professional is solely between the Customer and the Professional.
2. The Customer agrees that, in accepting this Agreement, Customer does so to use ATI services to connect with Professionals for obtaining Professional Services through the ATI Platform.
Account Creation
1. The Customer shall use the ATI Platform to contract directly with Professionals for Professional Services. The Customer must register itself with an online account on the ATI Platform and promptly submit details required in Exhibit B (“Registration Data ”). The Customer shall submit the Registration Data to register itself. The Customer represents and warrants that such Registration Data, as submitted, will be valid, true and correct. Upon acceptance of the Registration Data, ATI will open an account in the name and details provided by the Customer (the “Account”). The Customer shall be solely responsible for the confidentiality of its login credentials and any unauthorized use thereof.
2. The Customer agrees to comply with the Registration Data requirements in Exhibit B, and the other terms of this Agreement. The Customer’s registration on the ATI Platform may not be accepted if the Customer does not provide ATI with the required information. ATI reserves the right to decline any Customer registration at its sole discretion. ATI reserves the right to undertake such checks and diligence as may be required to verify the identity of the Customer.
3. The Customer agrees to maintain the security of its Account information including its login credentials, and the Customer is responsible for all activity in connection with its Account including any unauthorized use thereof.
4. The Customer agrees not to use the ATI Platform for any illegal or unlawful purposes and to use the ATI Platform solely in accordance with this Agreement and all Applicable Laws. The Customer will be solely liable for any willful or reckless misuse of the ATI Platform through the Account or otherwise.
5. The Customer shall not permit any unauthorized third party to use the ATI Platform under any circumstances and will not share his/her Account login details with any unauthorized third party. The Customer will at all times comply with such security requirements in relation to the use of the ATI Platform (including any requirements in relation to the verification of the Customer’s identity) as are notified in writing to the Customer by ATI from time to time. The Customer agrees to immediately inform ATI of any actual or suspected breach of ATI Platform security requirements or any improper use or disclosure of the Customers’ login credentials for the ATI Platform.
Devices and Communications
1. For registration on the ATI Platform, the Customer is required to use an electronic device (such as a smartphone, PC or handheld device), which, for optimum functionality of the ATI App, should have a functioning mobile number, the ability to receive Short Message Service (SMS) text messages, and push notifications sent by ATI (the “Device”).
2. If the Device is lost or stolen, the Customer must promptly inform ATI of such occurrence, to ensure that access to the ATI Platform via the Device is immediately blocked, suspended or deactivated so that the Device can no longer be used to access the ATI Platform. For the avoidance of any doubt, ATI does not have the ability to block, suspend or deactivate the Device itself but only access to the ATI Platform from the Device.
3. When we contact a Professional on your behalf via the ATI Platform or otherwise communicate with or for You, the Customer understands that ATI may monitor and/or record those communications for quality assurance, customer satisfaction and other purposes and the Customer consents to such monitoring and recording.
4. When You provide your Device number to ATI, You understand and agree that we may deliver to You transactional and/or informational calls and messages about your use of the ATI Platform and other ATI products and services or your connections to Professionals to that number. Such transactional-based calls or text messages may include, without limitation, order confirmation messages and delivery notices, and may be made using an automated dialling system and/or pre-recorded or artificial voice.
5. ATI may request your consent to receive marketing calls or text messages sent to your Device number. Such marketing calls or texts may include, without limitation, information about services, discounts, sales, or other promotions provided by ATI to You, and may be made using an automated dialling system and/or pre-recorded or artificial voice. You will never be required to consent to receive such marketing calls or texts as a condition of making a purchase, and You may opt-out of receiving further marketing calls or texts by replying STOP to a text or making a request to our call centre agent. Message and data rates may apply to these calls or texts.
Service Requests
1. ATI connects Customer seeking services and Professionals providing such services sought by the Customer.
2. The Website allows Customer to send a request for Professional Service. Once a Service Request is made:
• ATI will send Service Requests to the available Professionals based on their availability and internal allocation processes as solely determined by ATI.
• The Service Request may be accepted based on the availability of Professionals for the required location at the requested time.
• Your request is subject to acceptance by a Professional. Once a Professional has accepted the Service Request, ATI will inform the Customer via an SMS, push notification or confirmation screen in the ATI App/Website. If no Professional is available to accept the Service Request, ATI will notify the Customer in the same manner.
3. The services provided through the ATI Platform shall include:
• Accepting Service Requests subject to the terms herein;
• Identifying Professionals to provide Professional Services;
• Remotely monitoring start and end of Service Requests using the ATI Platform;
• Receiving and dealing with feedback, questions and complaints relating to Service Requests;
• Providing customer support for grievances;
in each case in accordance with the terms of this Agreement and any relevant provisions of Applicable Laws.
4. Once a Service Request has been accepted ATI may provide:
• The Customer with a booking confirmation through the ATI Platform, and information regarding the Professional, contact number, a picture of the Professional and any other details ATI considers appropriate; and
• The Professional with Customer details, such as services sought and location, necessary to enable the Professional to provide the Professional Services.
5. While ATI requests each Professional to use all reasonable efforts to arrive prior to the requested service time slot, if there is any delay, the Customer should contact the Professional through the ATI Platform or by contacting ATI via in-App support or at its call centre, if available.
6. The Customer agrees that upon a Service Request being allocated to the Professional on the ATI Platform as described above, the acceptance and completion of a Service Request will constitute an independent Professional Services contract between the Professional and the Customer. The Customer agrees that upon accepting the Service Request, ATI may provide to the Professional, the service location, mobile phone number of the Customer, rating of the Customer and such other information to enhance and facilitate the provision of Professional Services by the Professional directly to the Customer, and for the Professional to identify the Customer.
7. Once a Service Request is allocated to the Professional, ATI will provide the Professional with the necessary Customer details in order to enable the Professional to provide the Professional Services directly to the Customer.
8. If the Customer needs to cancel or reschedule an assigned Service Request, the Customer must immediately contact ATI’s customer care or may cancel or reschedule an assigned Service Request through the ATI Platform. However, such cancellations or rescheduling may be subject to applicable cancellation charges in accordance with ATI’s Cancellation Policy.
9. The refund of any payments made by You towards the booking of the Professional Services shall be governed by ATI’s Cancellation Policy as provided herein or as updated by ATI from time to time on the ATI Platform.
10. Any services cancelled prior to delivery of services will be refunded minus any applicable cancellation fee communicated at the time of cancellation to the customer. Any refunds post delivery of services will be at the discretion of ATI Company.
11. If the Customer requires any assistance in relation to the ATI Platform or any Service Request, they should contact ATI customer care.
12. The contract for the Professional Services will be a contract solely between the Professional and the Customer. At no time will ATI or its Affiliates have any obligations or liabilities in respect of such a Professional Services contract between the Professional and the Customer.
Customer’s Representations
1. The Customer undertakes that it shall conduct itself in accordance with all Applicable Laws, in a respectful, courteous manner, and allow Professionals a safe and conducive environment to provide the Professional Services.
2. The Customer agrees that it will be solely responsible (a) to ensure its own safety and security, for the safety and security of the Professionals interacting with the Customer; (b) not to undertake or assist in any unlawful, immoral, or illegal activity; and (c) for any unauthorized use of the Customer’s login credentials for the ATI App/Website, and/or the unauthorized use of the ATI App or Website whilst using the ATI App/Website.
3. ATI and the Professional are authorized to charge a ATI Commission, Service Fee and other applicable charges for the ATI Platform and Professional Services as set out herein, and the Professional has agreed to appoint ATI as its limited payment collection agent to communicate such fees and charges to the Customer. The Customer authorizes ATI to calculate the ATI Commission and Service Fee/Total Fee in accordance with its internal policies and Applicable Laws. The Customer may contact ATI (as set out herein) if the recommended Service Fee is not agreeable, however continued use of the ATI Platform and using Professional Services shall constitute consent with regard to the ATI Commission as well as the Service Fee/Total Fee and other applicable charges communicated to the Customer on behalf of the Professional.
4. If the ATI Platform so permits in the relevant jurisdiction, the Customer may have the option to provide a rating and feedback of the Professional on the ATI Platform after delivery of each job. The Customer agrees that the Professional may also be granted the option to provide a rating and feedback of the Customer. Any such feedback must at all times comply with this Agreement and the Applicable Laws in that jurisdiction including, if applicable, requirements to disclose any material connection between the Customer and the Professional.
No Discrimination
ATI prohibits discrimination against Professionals based on race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic that may be protected under Applicable Laws. Such discrimination includes, but is not limited to, any refusal to accept Professional Services based on any of these characteristics. If it is found that You have violated this prohibition You will lose access to the ATI Platform and your Account will be terminated.
ATI’s Obligations
Except as expressly stated in this Agreement, ATI or its Affiliates’ obligations include but may not be limited to (a) managing and operating the ATI Platform and through such ATI Platform facilitating the Customer entering into a contract with Professionals in respect of the Professional’s independent business of providing Professional Services; (b) being a platform for the Customer to directly contract for Professional Services with Professionals; (c) issuing a payment summary to the Customer for the ATI Commission, Service Fees/Total Fee and other charges paid by the Customer (as applicable); and (d) collection of amounts due from Customer as limited payment collection agent of Professionals in respect of the transactions between Professionals and Customer and for Customer’s use of the ATI Platform in facilitating such transactions.
Payment Terms
1. The Customer agrees that the payments between the Customer and ATI will be settled and paid in the manner set out in Exhibit C.
2. Customer appoints ATI as its representative to collect the Service Fees/Total Fee (as applicable and set out herein) and acknowledges that ATI does so on behalf of the Professionals as limited payment collection agent, and where applicable to otherwise collect the amounts owed to ATI by the Customer, including the ATI Commission.
3. If requested by Customer, ATI will use commercially reasonable efforts in attempting to address any payment related disputes between the Customer and Professionals. In case of any such dispute, the Customer may at the request of ATI or on its own behalf provide ATI with any relevant data and information. Notwithstanding the foregoing, as further described in the “Disputes with Customer” section below, Customer shall otherwise be solely responsible for directly resolving any disputes or complaints arising between Customer and the Professional with regard to the performance, failure to adequately perform or other issues arising out of or in connection with the Professional Services.
Confidentiality
1. The Customer may have acquired, or may acquire in the future, access to Confidential Information of ATI. The Customer must: (a) keep confidential all Confidential Information, (b) not use, reveal or disclose Confidential Information to any person except as expressly permitted under this Agreement, (c) not remove, reproduce, summarize or copy any Confidential Information except as expressly required by ATI, and (d) not sell or disclose the Confidential Information to any third party without ATI’s prior written consent.
2. Without limiting the foregoing, the Customer must not copy, download or extract any Confidential Information from the ATI Platform without ATI’s prior written consent.
3. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 USC Section 1833(b), the Customer shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Privacy
ATI and its Affiliates store and process personal data in accordance with the Privacy Policy, Applicable Laws, and this Agreement. Please review the Privacy Policy for more information regarding how ATI and its Affiliates store and process personal data.
Intellectual Property Rights
1. All Intellectual Property Rights in the ATI services, ATI Platform and Confidential Information disclosed or made available by ATI (“ ATI IP”) remain the property of ATI, its Affiliates and/or its third-party licensors. Except as expressly stated, nothing in this Agreement grants the Customer any rights in or related to the ATI IP, and all rights not expressly granted to the Customer are reserved by ATI.
2. The Customer must not: (a) copy, reproduce, modify, create derivative works of, or attempt to derive the composition or underlying information, structure or ideas of, any ATI IP; (b) reverse engineer, decompile or otherwise endeavour to obtain the source code to any software in the ATI Platform (save to the limited extent that the Customer cannot be prohibited from so doing under Applicable Law); (c) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided in the ATI Platform; (d) use any ATI IP in a way that infringes or misappropriates a third party’s Intellectual Property Rights or moral rights; (e) distribute, disclose or allow use of any ATI IP by any third party in any format, through any time sharing service, service bureau, network or by any other means; (f) merge or combine any ATI IP with any other technology not provided by ATI; or (g) remove any proprietary notice language on any copies of any ATI IP.
3. Notwithstanding the paragraph immediately above: (a) the Customer’s computer may temporarily store copies of such materials in RAM incidental to the Customer’s accessing and viewing those materials; (b) the Customer may store files that are automatically cached by your web browser for display enhancement purposes; (c) the Customer may print or download one copy of a reasonable number of pages of the Website for the Customer’s own personal, non-commercial use and not for further reproduction, publication, or distribution; and (d) the Customer may download the ATI App to their Device solely for the Customer’s own personal, non-commercial use subject to the terms and conditions of this Agreement.
4. Subject to the terms of this Agreement, ATI grants the Customer a limited, revocable, non-exclusive, personal, non-transferable license (without the right to sub-license) to use and access the ATI Platform solely for the purpose of obtaining Professional Services (including for facilitating the communication and collection of applicable amounts due).
5. Notwithstanding anything to the contrary in this Agreement, ATI may monitor the Customer’s and other users’ use of the ATI Platform and collect and compile Aggregated Statistics. As between ATI and the Customer, all right, title, and interest in and to the Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by ATI. The Customer acknowledges that ATI may compile Aggregated Statistics based on data input into the ATI Platform by or on behalf of the Customer. The Customer agrees that ATI may (i) make Aggregated Statistics publicly available in compliance with Applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under Applicable Law.
Customer Content
1. The Customer is solely responsible for any notes, messages, e-mails, postings, photos, drawings, profiles, opinions, ideas, images, videos, audio files or other materials or information posted or transmitted through the ATI Platform by or on behalf of the Customer (“ Customer Content”). Any Customer Content will be considered non-confidential and non-proprietary. By providing any Customer Content on the ATI Platform, the Customer grants ATI and its Affiliates and service providers, and each of their respective licensees, successors, and assigns the right to use, reproduce, modify, perform, publicly display, distribute, and otherwise disclose to third parties any such material for any purpose. The Customer represents and warrants that the Customer owns or controls all rights in and to the Customer Content and has the right to grant the license above, and that all Customer Content does and will comply with this Agreement.
2. The Customer must ensure that such Customer Content complies with all Applicable Laws. Without limiting the foregoing, Customer Content must not: (a) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (c) infringe any Intellectual Property Rights or other rights of any other person; (d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under Applicable Laws or regulations or that otherwise may be in conflict with this Agreement; (e) be likely to deceive any person; (f) promote any illegal activity, or advocate, promote, or assist any unlawful act; (g) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; (h) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (i) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or (j) give the impression that it emanates from or is endorsed by ATI or any other person or entity, if this is not the case.
3. ATI has the right to: (a) remove or refuse to post any Customer Content for any or no reason in its sole discretion; (b) take any action with respect to any Customer Content that ATI deems necessary or appropriate in its sole discretion, including if ATI believes that such Customer Content violates this Agreement, infringes any Intellectual Property Right or other right of any person or entity, threatens the personal safety of any person, or could create liability for ATI or any of its Affiliates; (c) disclose the Customer’s identity or other information about the Customer to any third party who claims that material posted by the Customer violates their rights, including their Intellectual Property Rights; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the ATI Platform; and (e) terminate or suspend the Customer’s access to all or part of the ATI Platform for any violation of this Agreement. Without limiting the foregoing, ATI has the right to cooperate fully with any law enforcement authorities or court order requesting or directing ATI to disclose the identity or other information of anyone posting any materials on or through the ATI Platform. THE CUSTOMER WAIVES AND HOLDS HARMLESS ATI AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
4. ATI cannot review material before it is posted on the ATI Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, ATI assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. ATI has no liability or responsibility to anyone for performance or non-performance of the activities described in this section.
Copyright Infringement
If you believe that any user content violates your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of ATI to terminate the user accounts of repeat infringers.
PART 3: ADDITIONAL TERMS
Acceptance of Services through the ATI Platform
The Customer agrees that, in booking Service Requests through the ATI Platform:
a. it will comply with all Applicable Laws;
b. it will not engage in any acts of wrongdoing, dishonesty or unethical business practices, including inappropriate behaviour with a Professional;
c. it will not engage in any false identification, whether by telephone, text (SMS), email or other means; and
d. it will not make any representations, promises, guarantees or warranties on behalf of ATI.
If the Customer’s account with ATI is no longer active or is suspended or terminated, the Customer will not represent that it receives services through ATI.
User Information
ATI may provide the Customer with personal information relating to Professionals who agree to undertake the Professional Services for the Customer. The Customer agrees that:
a. it will not use such personal information except as required to obtain the products or services and it will, at all times, remain in compliance with Applicable Laws and ensure that such Professional’s data will not be used for any other purposes including but not limited to marketing purposes;
b. it will not disclose, rent, sell or otherwise provide such information to any third parties without ATI’s and the Professional’s prior written consent;
c. it will not use, or attempt to use, this information in a manner that would violate this Agreement; and
d. it will take reasonable and appropriate administrative, physical and technical measures to protect the security, integrity and confidentiality of ATI’s and Professional’s information that the Customer receives from ATI, and will promptly report all data breaches or other information security events to ATI.
Disputes with Customer
1. The Customer will cooperate with ATI if ATI attempts to facilitate the resolution of any Customer dispute or complaint between the Customer and a Professional in relation to a Service Request. Notwithstanding the foregoing, except to the limited extent as otherwise expressly provided in paragraph 3 of the “Payment Terms” section above with regard to the attempted resolution of payment-related issues, Customer is solely responsible for directly resolving any disputes or complaints arising between Customer and the Professional with regard to the performance, failure to adequately perform or other issues arising out of or in connection with the Professional Services.
2. ATI is under no circumstances liable to the Customer or any other person for the resolution of (or failure to resolve) any such matter. ATI reserves the right to charge or otherwise seek reimbursement from the Customer for any amounts ATI pays to a Professional in connection with any such dispute or complaint, including disputes or complaints regarding the Customer’s conduct or misrepresentation, and the Customer agrees to reimburse ATI for any such payments and costs, expenses or attorneys’ fees that ATI incurs in connection with any such dispute or complaint.
3. The Customer agrees that ATI has the right to disclose any information ATI retains regarding the Customer to any authorities requesting information from ATI regarding any product, services or advice the Customer may have obtained.
Informational Requests
The Customer understands that ATI may make informational requests from time to time in connection with the ATI Platform, the provision and completion of services, and to confirm status if ATI has connected the Customer with a Professional. The Customer acknowledges that if the Customer declines to provide requested information or consents, ATI and the Professionals reserve the right not to provide services (including but not limited to the Professional Services) to the Customer. The Customer agrees to immediately notify ATI if any information the Customer has provided to ATI, or any relevant information about the Customer, has changed among other relevant information.
Misconduct
ATI may charge the Customer if the Customer causes any damage in connection with the receipt of Professional Services. The amount of any such charge shall be determined, in ATI’s sole discretion, based on the type of damage and the severity. Additionally, the Customer shall be liable to ATI and third parties for all costs, damages, losses and other amounts caused by or related to the Customer’s fraud, theft, wilful damage to property or other wilful misconduct.
We reserve the right, but shall not be obliged to:
• monitor, screen or otherwise access any activity, content or material on the ATI Platform and/or through the Services, and thus You should have no expectation of privacy in any activities on the ATI Platform or through the Services;
• in our sole and absolute discretion, investigate any violation of the Agreement and take any action we deem appropriate;
• prevent or restrict access of any Professional or Customer to the ATI Platform and/or the Services; and/or
• report any activity we suspect to be in violation of any Applicable Law, statute or regulation to the appropriate authorities, and to co-operate with such authorities.
Indemnities
1. To the maximum extent permitted by Applicable Laws, the Customer will indemnify, defend and hold harmless (and continue to indemnify, defend and hold harmless) ATI and its Affiliates (and their respective directors, officers, employees, agents and representatives) (“ Those Indemnified”) from and against any losses, damages, liability, claims, costs, penalty and expenses (including, legal and court fees) incurred by Those Indemnified arising out of or in connection with any:
a. breach or alleged breach by the Customer of any terms or conditions of this Agreement;
b. breach or alleged breach by the Customer of any Applicable Law;
c. misrepresentation or fraudulent, dishonest, unlawful or negligent act or omission or wilful misconduct of the Customer committed in the course of using the ATI Platform and/or obtaining the Professional Services; and/or
d. personal injury (including sickness and death) or property damage of Professionals or any third party in connection with the Professional Services (including in connection with any harassment or misconduct); or claim by a Professional or any other third party in connection with the Customer’s use of the ATI Platform except to the extent such claim is caused by any act or omission of ATI.
Warranty Disclaimers
1. ALL EXPRESS OR IMPLIED GUARANTEES, WARRANTIES, REPRESENTATIONS, OR OTHER TERMS AND CONDITIONS RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, NOT CONTAINED IN THIS AGREEMENT, ARE EXCLUDED FROM THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.
2. THE ATI PLATFORM, SERVICES (INCLUDING BUT NOT LIMITED TO THE PROFESSIONAL SERVICES) AND ALL OTHER FUNCTIONALITY, TECHNOLOGY, PRODUCTS OR SERVICES PROVIDED OR MADE AVAILABLE BY ATI ARE PROVIDED ON AN “ AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATI MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY TO THE CUSTOMER OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITH RESPECT TO: (A) THE CONDITION, SUITABILITY, QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE ATI PLATFORM, SERVICES (INCLUDING BUT NOT LIMITED TO THE PROFESSIONAL SERVICES), OR ANY OTHER FUNCTIONALITY, TECHNOLOGY, PRODUCTS OR SERVICES PROVIDED OR MADE AVAILABLE BY ATI; AND (B) THE COMPATIBILITY OF THE WEBSITE, ATI APP OR ANY OTHER INSTALLED TECHNOLOGY WITH THE DEVICE.
3. ATI ATTEMPTS TO BE AS ACCURATE AS POSSIBLE. HOWEVER, ATI DOES NOT WARRANT THAT PRODUCT OR SERVICE DESCRIPTIONS OR OTHER CONTENT OF ANY PROFESSIONAL OR PROFESSIONAL SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
Liability
1. To the maximum extent permissible by Applicable Laws, the Customer agrees to hold ATI and its Affiliates harmless against and free from the responsibility for any liability, loss or damage that may arise out of the Professional Services. ATI is not responsible for the conduct, whether online or offline, of any user of the ATI Platform, Customer or Professional and will not be liable for any delay, claim, injury, or damage arising in connection with any Professional Services.
2. ATI or ATI Affiliates will not be held liable for the actions of third parties whose actions it does not have control over.
3. The Customer agrees that it is solely liable for (a) any accidents, incidents and issues attributable to the condition of the premises where the Professional Services are sought; (b) any claims for damage or injury to persons or property caused by the Customer; (c) Customer’s breach of any Applicable Laws; and (d) any failure by Customer to comply with this Agreement. ATI will not be liable for any such accidents, incidents, issues, breaches, costs and expenses. Customer should exercise caution and common sense to protect its personal safety and property, just as a reasonable person would when interacting with any person such person does not know.
4. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ATI AND ITS SUCCESSORS, ASSIGNS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND MANAGERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF OR INABILITY TO USE THE ATI PLATFORM, SERVICES (INCLUDING BUT NOT LIMITED TO THE PROFESSIONAL SERVICES) OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF ATI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
5. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ATI AND ITS SUCCESSORS, ASSIGNS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND MANAGERS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF ANY TRANSACTION OR RELATIONSHIP BETWEEN THE CUSTOMER AND ANY PROFESSIONAL, EVEN IF ATI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
6. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF ATI AND ITS SUCCESSORS, ASSIGNS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND MANAGERS TO YOU, FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EXCEED, IN THE AGGREGATE, $1000.
7. THIS AGREEMENT DOES NOT PURPORT TO LIMIT LIABILITY OR ALTER CUSTOMER’S RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS ATI’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. THIS PROVISION SHALL HAVE NO EFFECT ON ATI’S CHOICE OF LAW PROVISION SET FORTH BELOW.
Termination
1. The Customer may terminate this Agreement at any time by providing notice to ATI.
2. ATI may terminate this Agreement with immediate effect upon notice to the Customer: (a) if ATI deems necessary to comply with any Applicable Law; (b) to protect ATI or ATI’s Affiliate interests in the event the Customer engages in inappropriate acts/omissions; (c) if the Customer has committed a breach of this Agreement; or (d) for convenience.
3. Upon termination of this Agreement for any reason: (a) the Customer’s rights to use the ATI Platform and Services will cease immediately, the registration with ATI and the Account of the Customer will cease to apply, and ATI may block the Customer’s access to the ATI Platform; (b) the Customer must pay to ATI all amounts due and owing to ATI at the date of termination (including, for avoidance of doubt, all amounts due and owing to Professionals), owed prior to the date of termination; (c) the Parties must cease acting in a manner that would imply a continuing relationship between the Parties and all activities contemplated under this Agreement.
4. The following Sections will survive termination of this Agreement together with any other terms of this Agreement which by their nature do so: Confidentiality, Privacy, Intellectual Property Rights, Misconduct, Indemnities, Warranty Disclaimers, Liability, Termination, Governing Law and Forum, and Class Action Waiver.
5. Termination of this Agreement will not prejudice any rights of the Parties that may have accrued prior to such termination.
Notices
Any notices, requests and other communications required or permitted under this Agreement must be in writing and sent to the recipient Party as follows (as amended time to time by the recipient Party by notice to the other Party):
To ATI by email to: info@anytimeshift.com
To Customer: By email or text message (SMS) to the email address or mobile number (as applicable) specified in the Account or through communications with the ATI App or Website.
Entire Agreement and Precedence
1. This Agreement, together with the Exhibits and any referenced policies, constitutes the entire agreement between the Parties which will supersede and override all previous communications (either oral or written) between the Parties with respect to the subject matter of this Agreement. Neither Party has relied upon (or shall have any remedies in respect of) any representation not expressly set out in this Agreement. Nothing in this clause shall limit the liability of either Party for fraudulent misrepresentation.
Relationship between Parties
1. In this Agreement, ATI operates as a technology service provider in that it provides the Customer with access to the ATI Platform. None of the provisions set out in this Agreement shall be interpreted as creating the relationship of employer and employee or engager and worker between the Customer and ATI at any time, under any circumstances or for any purpose. Nothing in this Agreement shall create a joint venture or partnership or render the Customer an agent or partner of ATI and the Customer shall not hold himself/ herself out as such. The Customer acknowledges and agrees that the Professionals are not employed by ATI or its Affiliates nor are its agents, that the Professionals’ provision of Professional Services to the Customer creates a direct business relationship between Customer and Professional, and that ATI or ATI Affiliates are not responsible or liable for the actions or inactions of a Customer in relation to the Customer activities.
2. The Customer shall not, and acknowledges and agrees that they have no authority to, assume or create any obligation or responsibility, express or implied, on behalf of or in the name of ATI or its Affiliates.
Governing Law and Forum
All matters relating to this Agreement, and any dispute or claim arising from or related to this Agreement (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the state where You reside. If a dispute arises under this Agreement, you agree to first contact us at info@anytimeshift.com. You and we may choose to informally resolve the dispute. If any dispute cannot be resolved informally, any legal suit, action, or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the state where You reside.
Class Action Waiver
1.YOU AND ATI AGREE TO GIVE UP ANY RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF THE ATI PLATFORM, WILL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU EXPRESSLY AGREE TO REFRAIN FROM BRINGING OR JOINING ANY CLAIMS IN ANY REPRESENTATIVE OR CLASS-WIDE CAPACITY, INCLUDING BUT NOT LIMITED TO BRINGING OR JOINING ANY CLAIMS IN ANY CLASS ACTION OR ANY CLASS-WIDE ARBITRATION. ACCORDINGLY, NEITHER YOU NOR ATI WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A REPRESENTATIVE ACTION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Amendments to this Agreement
ATI reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement and/or the Privacy Policy or other applicable policies/ terms being issued by ATI, whether overall or specific to a service or a benefit at any time, effective with or without prior notice. All changes are effective immediately when we post them, and apply to all access to and use of the ATI Platform and any related services thereafter. However, any changes to the dispute resolution provisions set out in the “Governing Law and Forum” and “Class Action Waiver” sections will not apply to any disputes for which the Parties have actual notice on or before the date the change is posted on the ATI Platform. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in compliance with this Agreement, You must terminate your Account and immediately stop using the ATI Platform. Your continued use of the ATI Platform following the posting of any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. You are expected to check Website and App frequently so You are aware of any changes, as they are binding on You.
PART 4: MISCELLANEOUS
1.Availability of ATI Platform and Services: ATI may, from time to time in its sole discretion and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the ATI Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents You from accessing the ATI Platform or any part of the Services.
2.Assignment: The Customer may not assign or transfer any of its rights, interests or obligations under this Agreement to any third party without the prior written consent of ATI. ATI may assign its rights and interests, or subcontract any of its obligations, under this Agreement to any person whosoever.
3.Force Majeure: Any delay in or failure to perform any obligations by either Party under this Agreement will not constitute a breach of this Agreement to the extent caused by acts or orders of any government authorities, acts of God, fire, flood, explosion, epidemic, pandemic, riots, war, rebellion, insurrection or other event beyond the reasonable control of that Party.
4.Waiver: Subject to any express provision in this Agreement to the contrary, either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on the part of either Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.
5.Severability: If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
6.Rights cumulative: Subject to any express provision in this Agreement to the contrary, the rights, powers or remedies of a Party under this Agreement are cumulative and in addition to, and do not exclude or limit, any right, power or remedy in any other part of this Agreement or otherwise provided at law or in equity.
7.No Third Party Beneficiaries: This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
EXHIBIT A
DEFINITIONS AND INTERPRETATION
DEFINITIONS
In this Agreement, the following capitalized terms shall have the meaning given to them below. Other capitalized terms shall have the meaning as given to them in the body of this Agreement.
“Affiliates” means the entity that, directly or indirectly, controls, is under the control of, or is under the common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on the winding up.
“Aggregated Statistics” means data and information related to the Customer’s and other users’ use of the ATI Platform and services that has been aggregated and/or anonymized in a manner designed to prevent the identification of the Customer or other user from such data and information, including without limitation to compile statistical and performance information related to the provision and operation of the ATI Platform and services.
“Applicable Laws” means all laws applicable to a Party, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by- laws, rules, statutory rules of an industry body, statutory and mandatory codes or guidelines or the like, writs, orders, injunctions, judgments applicable from time to time.
“Confidential information” means any information (whether or not in physical or electronic form, whether in writing or orally, or whether or not disclosed before or after the commencement of this Agreement) of whatever kind belonging to ATI or its Affiliates or third party licensors and disclosed or revealed by or on behalf of ATI (or accessed by the Customer) under or in relation to this Agreement that is marked as confidential, is by its nature confidential, or which the Customer ought reasonably to know is confidential, including the information about Professionals (including personal data), phone numbers, market information, the contents of ATI services including the ATI App and/or Website (including all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code) and this Agreement. “Confidential Information” does not include any information that: (a) is published or has otherwise entered the public domain without a breach of this Agreement; (b) is obtained from a third party who has no obligation of confidentiality to ATI or its Affiliates or third party licensors; or (c) is independently developed without breach of this Agreement, except that notwithstanding the foregoing, information about Professionals made available by ATI or collected by the Customer in the course of receiving services hereunder shall be deemed to be Confidential Information of ATI.
“Intellectual Property Rights” means all right, title and interest (whether legal, equitable or otherwise) in and to copyright, rights in databases, patents, trademarks, service marks, design rights, get-up, logos, rights in goodwill, compilations, inventions, know-how, confidential information, trade secrets, trade names, business names, domain names and semi-conductor topography rights (and including future and contingent rights, rights to claim damages for prior infringement and other accrued rights of action, applications for registration of any of the foregoing and any rights to make such applications) together with any similar rights as may exist from time to time anywhere in the world.
“Privacy Policy” means ATI’s then current privacy policy available at the Website and/or the ATI App, as amended from time to time.
“Professional Services” means the various professional services offered to a Customer by the Professional as selected by the Customer through the ATI Platform.
“Service Fee ” means the service fees charged by the Professional to the Customer for the Professional Services and collected by ATI on behalf of the Professional.
“Service Request” means a request placed by the Customer on the ATI Platform to access the Professional Services made available by the Professional through the ATI Platform.
“Total Fee” means the Service Fee and any additional applicable fees and charges, including without limitation taxes, duties, and/or cancellation fees (as applicable), specified on the ATI Platform as payable by the Customer for the Professional Services.
“ATI App” means the electronic interface where the Account is accessible on mobile devices such as a phone, tablet, or watch, which enables access to the ATI Platform by the Customer. Login credentials (user ID and password) for which will be created and maintained by the Customer.
“ATI Commission” means the commission charged to a Customer for engaging a Professional to provide Professional Services, as agreed to by the Customer when creating a Service Request.
“ATI Platform” means, collectively, the ATI App and the Website together with any related programs, software, loyalty programs, mobile applications owned (or licensed to and controlled) by ATI or its Affiliates, and any other URLs and/or digital technology platform that enables Customer to contract for Professional Services directly with Professionals, as may be specified by ATI or its Affiliates from time to time.
INTERPRETATION
In this Agreement, unless otherwise stated:
a. headings are for convenience only and do not affect the interpretation of this Agreement;
b. the singular includes the plural and vice versa;
c. words that are gender-neutral or gender specific include all genders;
d. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
e. the words ‘such as’, ‘for example’, ‘including’, ‘particularly’ and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;
f. a reference to:
(i) any legislation or to any section or provision of it includes all ordinances, by- laws, regulations, rules and other statutory instruments issued under it;
(ii) This Agreement or any other agreement, policy, document or instrument (or a provision of the same) includes this Agreement or such other agreement, policy, document or instrument as amended, novated, supplemented, varied or replaced from time to time;
(iii) a person includes an individual, partnership, joint venture, trust, corporation or any other entity or association whether or not it is incorporated or has a separate legal identity;
(iv) a Party includes that Party’s executors, administrators, successors, and permitted substitutes and assigns, including any person taking by way of novation;
(v) anything (including a right, obligation or concept) includes each part of it; and
(vi) a clause, paragraph or section is a reference to a clause, paragraph or section of this Agreement;
(vii) if a period of time is calculated from a particular day, act or event (such as the giving of a notice), it is to be calculated exclusive of that day, or the day of that act or event;
(viii) no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part of it; and
g. all amounts quoted or otherwise stated herein and on the ATI Platform are denominated in U.S. Dollars.
EXHIBIT B
REGISTRATION DATA
1. Name
2. Mobile Number
3. Email id
4. Gender
5. City
6. Other information as reasonably required by ATI
NOTES
Any of the above required information may be waived by ATI at its sole discretion or amended in accordance with internal policies or Applicable Law.
EXHIBIT C
COMMERCIAL TERMS
(i) ATI reserves the right at its sole discretion to charge fees to Customer in connection with use of the ATI Platform or other services that ATI may provide in the future, in each case as agreed to by the Customer through the ATI Platform or otherwise. Such fees may include cancellation or no-show fees.
(ii) The Customer acknowledges and understands that ATI may offer different incentives and these may be based on different parameters with different benefits.
(iii) The Customer may be required to pay ATI a certain amount for the use of the ATI Platform, in accordance with this Agreement, which shall be communicated to the Customer from time to time.
(iv) Without limiting the “Amendments to this Agreement” Section, ATI reserves the right to change the rates and payment terms between the Customer and ATI and/or the Professionals and the same will be communicated to the Customer, from time to time. Where the Customer does not consent to or agree with such changes, the Customer must stop using the ATI Platform and terminate this Agreement or, in the case of changes to the rates and payment terms between the Customer and the Professionals, choose not to use the Professional Services (as the case may be).
(v) For any payments due that are not otherwise paid by Customer via payment card at the time the amount becomes due, the Customer must make payment of any amounts owed under this Agreement to ATI within 7 days from the date of service.
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