CLIENT TERMS OF SERVICE AGREEMENT
This Client Terms of Service Agreement (“Agreement” or “Terms of Service”) is made and entered into by and between Suburban Settlers, LLC a New Jersey limited liability company (“Suburban Settlers or “We”) and the Client (or “You”) identified in the Registration Form of which this Agreement is a part.
YOU MUST READ THIS AGREEMENT CAREFULLY BEFORE CLICKING THE “I AGREE” BUTTON AT THE END OF THIS AGREEMENT. BY CLICKING THE “I AGREE” BUTTON AT THE END OF THIS AGREEMENT AND COMPLETING THE REGISTRATION FORM OF WHICH THIS AGREEMENT IS A PART, YOU ARE ENTERING INTO AND AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS AGREEMENT CONTAINS IMPORTANT PROVISIONS AND DISCLOSURES THAT AFFECT THE SERVICES PROVIDED BY SUBURBAN SETTLERS, YOUR USE OF THE WEBSITE, AND YOUR LEGAL RIGHTS AND REMEDIES. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT CLICK THE “I AGREE” BUTTON.
IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, SUBURBAN SETTLERS WILL NOT PROVIDE ANY SERVICES TO YOU.
CERTAIN CAPITALIZED TERMS USED IN THIS AGREEMENT ARE DEFINED IN SECTION 2 AND IN OTHER PORTIONS OF THIS AGREEMENT.
1. General. Suburban Settlers provides concierge services to assist people who are relocating to the New Jersey, New York, and Connecticut tri-state area.
2. Definitions. As used in this Agreement:
(a) “Client” means the party completing the Registration Form and Survey and includes all family members included in the Survey and who are part of the Services provided by Suburban Settlers.
(b) “Effective Date” means the date on which this Agreement becomes binding and enforceable, which is the date on which Client enters into this Agreement by clicking the “I AGREE” button at the end of this Agreement and completes the Survey.
(c) “Electronic Payment” means an ACH Payment, Credit Card Payment, or Debit Card Payment.
(d) “Family Plan” means the customized plan that is created by Suburban Settlers for the Client that provides the Client with information regarding schools, doctors, childcare, service professionals, and more, following review of the Survey and consultation with the Client.
(e) “Fees” means any fees and amounts due to Suburban Settlers pursuant to this Agreement.
(f) “Online Portal” shall have the meaning set forth in Paragraph 4(b).
(g) “Parties” means Suburban Settlers and the Client entering into this Agreement (each, a “Party”).
(h) “Payment Agreement” shall have the meaning set forth in Paragraph 6.
(i) “Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, Governmental Entity or any other entity.
(j) “Registration Form” means the on-line Registration Form of which this Agreement forms a part.
(k) “Services” means the services that Suburban Settlers agrees to provide to Client pursuant to this Agreement.
(l) “Survey” means the “Client Survey” completed by the Client on the Suburban Settlers Website describing the Client, the Client’s family, and the Client’s needs regarding their relocation.
(m) “Term”, “Initial Term”, and “Renewal Term” each shall have the meaning set forth in Paragraph 3(a).
(n) “Website” means collectively, the website at www.SuburbanSettlers.com and all associated websites linked to it which are owned, operated or controlled by Suburban Settlers.
Other capitalized terms defined herein shall have the meaning set forth in the Section or Paragraph in which defined.
(a) Unless sooner terminated as provided herein, the term of this Agreement shall be the period of time commencing on the Effective Date and ending at 11:59 p.m. ninety (90) days after the Effective Date (the “Initial Term”). This Agreement may be renewed for additional periods of thirty (30) days (each, a “Renewal Term”) commencing immediately upon the end of the Initial Term or the then-current Renewal Term, as the case may be, upon the written agreement of both Parties. As used herein “Term” means the Initial Term and any and all Renewal Terms, if applicable.
(b) Either Party may terminate this Agreement by providing written notice to the other Party as provided for herein.
(c) Termination of this Agreement will not relieve Client of any obligation to pay Suburban Settlers any compensation, fees, or other amounts due and owing to Suburban Settlers through the date of termination.
4. Services Provided by Suburban Settlers.
Suburban Settlers offers the following services to its Clients. Suburban Settlers and the Client will meet and discuss these services and agree as to which services will be provided (hereinafter, the “Services”) and the cost for the Services. Upon agreement as to the Services to be provided, Client and Suburban Settlers will execute a Payment Agreement regarding payment for those Services.
(a) Family Plan: Suburban Settlers collects information from You about your individual and family goals, lifestyle, interests, special needs, religious and ethnic preferences. The Survey helps Suburban Settlers create a Family Plan, which is like a roadmap to all the resources that match your unique lifestyle and needs. It includes detailed information on schools, doctors, childcare, service professionals and more. Suburban Settlers will even make personal introductions to help ease your transition.
(b) Online Portal: Suburban Settler’s “Online Portal” provides You with private access to valuable articles and information to help You get the most out of the area. You can access your Survey, Family Plan, and current area programs and events all in one place, anytime. Additionally, You can post questions and receive answers directly from Suburban Settlers.
(c) Home to Desk Tour: Suburban Settlers provides a “Home to Desk” tour to assist You with developing a commuter route from your home to your place of work. Suburban Settlers will assist You in navigating the roads, routes, and multiple forms of mass transit. Suburban Settlers is covered by liability insurance and all drivers who provide transportation as part of the Home to Desk tour are covered by an automobile liability insurance policy.
(d) Home Set Up: Suburban Settlers provides a network of handymen and other local service professionals to help You put the finishing touches on your home setup. Referrals for handyman services include wiring electronics, patching and painting walls, general carpentry, and repairs and hanging artwork.
(e) Relocation Concierge Services: A Suburban Settlers team member will meet scheduled service professionals and supervise the installation of services or deliveries at your home.
(f) Guided Confidence Tour: Suburban Settlers provides a half-day guided tour to take You through your community and the surrounding area.
5. User I.D. and Password.
(a) After the Client completes the Registration Form, Suburban Settlers generates a username (“Username”) and password (“Password”), which are e-mailed to the Client. The Password generated by Suburban Settlers is temporary and should be changed by the Client. The use of a Username and Password is a precondition to use of the Website and Online Portal. The Online Portal cannot be accessed and used without a Username and Password.
(b) Client is entirely responsible for maintaining the confidentiality of Client’s Username and Password. Client is and shall be fully responsible for all activities occurring under Client’s Username and Password. Suburban Settlers cannot and will not be liable for any damage or loss arising from Client’s failure to meet its obligations under this Paragraph 5(b), or arising from unauthorized use of Client’s Username or Password, except in the case of gross negligence or intentional misconduct by Suburban Settlers.
(a) After Client and Suburban Settlers agree as to the Services that will be provided to Client, Suburban Settlers will send to Client a Payment Agreement with the total amount due from Client for the Services and the terms of payment for those Services.
(b) Client shall make payment pursuant to the terms of the Payment Agreement, which is incorporated herein.
(c) If Client fails to make any payment due under the Payment Agreement, Suburban Settlers may terminate this Agreement and will no longer be required to provide any services under this Agreement. The termination of this Agreement for failure to make payments will also result in the termination of the Client’s right to access the Website and the cancelation of the Client’s Username. In the event that this Agreement is terminated for the Client’s failure to pay, Client remains obligated to Suburban Settlers for the amount due at the time that this Agreement is terminated.
(d) In the event that an Electronic Payment is returned, rejected or reversed due to Non-Sufficient Funds (“NSF”) or for any other reason(s), Suburban Settlers will charge a fee (“NSF Fee”) that will not exceed Twenty Five and 00/100 Dollars ($25.00) for each such returned, rejected or reversed Electronic Payment. Client shall be responsible for all NSF Fees.
(e) All electronic payments made under this Agreement and the Payment Agreement will be made through a third-party. Suburban Settlers will not take into its possession or keep in its possession any payment information from Client, including, but not limited to, Client’s name, billing address, Credit Card or Debit Card number, and Credit Card or Debit Card expiration date.
(f) Suburban Settlers shall not be responsible for the unauthorized use of Client’s Credit Card, Debit Card, or other account information (including, but not limited to, Client’s name, billing address, Credit Card or Debit Card number, and Credit Card or Debit Card expiration date) unless Client’s Credit Card or Debit Card information was disclosed by Suburban Settlers to such other Person through Suburban Settlers’ gross negligence or willful misconduct.
7. Discontinuance of Service. If Suburban Settlers ceases to exist or conduct business related to the Services, this Agreement shall be deemed terminated without notice and without the need for signing of any other agreement, as if this Agreement had expired at the end of the Term.
8. Intellectual Property.
(a) Suburban Settlers owns and shall retain all proprietary rights in and to the Services and the Website and all derivations and enhancements thereof, and all applications, software, documentation, content, and other materials that Suburban Settlers may use or provide in connection with provision of the Services and the Website. The Website and all site design, including, but not limited to, software, processes, text, content, photographs, video, audio, interfaces, graphics, trademarks, logos, sounds, music, artwork, and computer code and the selection and the arrangement thereof (collectively, “Content”), including, but not limited to, the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Website and/or used in connection with the Services and/or the Website and all articles of information, policies and other elements making up the Services and/or the Website are owned, controlled or licensed by or to Suburban Settlers and are protected by patents, copyrights, trademarks, service marks, international treaties and/or other proprietary rights and Laws of the United States and other countries.
(b) Client does not acquire any right, title, or interest in the Website, except for the limited right to use the Website strictly in accordance with the provisions of this Agreement. Client shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Website. Except as expressly provided in this Agreement, no part of the Services or the Website may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Suburban Settler’s express prior written consent.
9. General Limitations, Reservations and Restrictions.
(a) Suburban Settlers has the right, in Suburban Settler’s sole discretion: (i) to change, suspend, or discontinue the Services or the Website, in whole or in part, in order to perform maintenance or updates to the Website; and (ii) to impose limits on certain features or restrict access to parts or all of the Website, without notice and without liability, whenever deemed necessary by Suburban Settlers to protect the integrity of the Services and the Website or for any other reason.
(b) Suburban Settlers reserves the right to modify the features and functionality of the Website, at any time and from time to time, without notice; provided, however, that Suburban Settlers will not modify the Website in a manner that would, as determined by Suburban Settlers in its sole discretion, materially adversely affect the use of the Services or Website, without providing at least ten (10) days prior notice to Client of any such modification (except in case of emergency).
10. DISCLAIMERS RELATING TO THE INTERNET AND OTHER SITES.
THE WEBSITE MAY INCLUDE LINKS TO WEBSITES MAINTAINED BY INDIVIDUALS OR ORGANIZATIONS OTHER THAN SUBURBAN SETTLERS. THESE LINKS ARE FOR CLIENT’S CONVENIENCE ONLY AND ARE NOT AN ENDORSEMENT BY SUBURBAN SETTLERS OF THE REFERENCED CONTENT, COMPANY, PRODUCT, SERVICE OR WEBSITE. THESE LINKS ARE NOT A PART OF THE WEBSITE AND ARE NOT UNDER THE CONTROL OF SUBURBAN SETTLERS. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, TIMELINESS, SUITABILITY, OR ANY OTHER ASPECT OF ANY THIRD-PARTY WEBSITES. WE NEITHER MONITOR NOR ENDORSE SUCH WEBSITES OR THEIR CONTENT, AND WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY SUCH WEBSITE. SUBURBAN SETTLERS SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH WEBSITE OR RESOURCE.
11. LIMITATION OF LIABILITY.
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL SUBURBAN SETTLERS BE LIABLE TO CLIENT FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, SUBURBAN SETTLERS’ RECOMMENDATIONS, AND THE USE, INABILITY TO USE, OR PERFORMANCE OF THE WEBSITE.
SUBURBAN SETTLERS IS ONLY PROVIDING RECOMMENDATIONS TO THE CLIENT BASED UPON THE INFORMATION THAT CLIENT PROVIDED IN THE SURVEY. WHILE SUBURBAN SETTLERS HAS USED ITS EXPERTISE TO PROVIDE CLIENT WITH A PLAN BEST SUITED FOR CLIENT AND CLIENT’S FAMILY (IF APPLICABLE), SUBURBAN SETTLERS EXPRESSLY ADVISES THAT BEFORE CLIENT HIRES ANY THIRD PARTY OR ANY SERVICE PROVIDER, SUCH AS A DOCTOR, VETERINARIAN, OR CONTRACTOR, CLIENT ENSURES THAT ALL LICENSES, IF APPLICABLE, ARE CURRENT AND ALL INSURANCE, IF APPLICABLE, IS ADEQUATE. SUBURBAN SETTLERS IS NOT LIABLE FOR ANY NEGLIGENCE OR DAMAGES CAUSED BY ANY RECOMMENDED SERVICE PROVIDER OR ANY THIRD PARTY WHO PROVIDES CLIENT ANY SERVICES BASED UPON SUBURBAN SETTLERS’ RECOMMENDATIONS.
IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, SUBURBAN SETTLERS IS FOUND TO BE LIABLE TO CLIENT FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THE SERVICES OR THE USE OF THE WEBSITE, SUBURBAN SETTLERS’ LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL OF ANY FEES ACTUALLY RECEIVED BY SUBURBAN SETTLERS PURSUANT TO THIS AGREEMENT OR THE PAYMENT AGREEMENT.
(a) Modification; Amendment or Waiver. This Agreement may not be changed, amended, supplemented, or otherwise altered by Client except by a statement in writing signed by Suburban Settlers. Suburban Settlers shall have the right, in its sole discretion, to change, modify, or amend any portion of this Agreement at any time by posting notification on the Website or otherwise communicating the notification to Client. The changes will become effective thirty (30) days after such posting or delivery of such other communication, as applicable; provided, however, that if Client does not agree to such change it shall have the right to terminate this Agreement upon written notice to Suburban Settlers delivered prior to the end of such thirty (30) day period.
(b) Entire Agreement. This Agreement and the Payment Agreement contain the entire understanding and agreement between the Parties with respect to its subject matter, superseding all prior or contemporaneous representations, understandings, and any other oral or written agreements between the Parties with respect to such subject matter.
(c) Notices. Except as otherwise provided in this Agreement, notices and other communications required or permitted under this Agreement will be in writing and will be deemed effectively delivered upon: (i) personal delivery; (ii) one (1) business day after deposit for overnight delivery, fees prepaid, with a nationally recognized overnight courier service; (iii) upon receipt by facsimile as confirmed by transmission receipt, or upon receipt or rejection if mailed, postage prepaid, by certified or registered mail; or (iv) upon receipt of e-mail as confirmed by either a reply e-mail from the recipient or a delivery confirmation e-mail generated from the sender’s e-mail service provider. Any notice sent pursuant to this Agreement shall be addressed to Suburban Settlers at the addresses set forth on the Website and to Client at the addresses set forth on the Registration Form. Any Party may change its address for such communications by giving an appropriate notice to the other Party as provided in this Paragraph 12(c).
(d) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns. Suburban Settlers is permitted to assign this Agreement and its rights and obligations hereunder. Neither this Agreement nor any right, license, privilege or obligation provided herein may be assigned or transferred by Client without Suburban Settler’s prior written consent; any such attempted assignment or transfer without such consent shall be void.
(e) Governing Law; Consent to Jurisdiction. This Agreement shall be construed, performed and enforced in accordance with the internal laws of the State of New Jersey. Each Party to this Agreement hereby irrevocably and unconditionally consents to submit to the jurisdiction of the United States District Court for the District of New Jersey or the Superior Court of New Jersey, Bergen County, New Jersey for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document in accordance with the Notice provisions herein shall be effective service of process for any action, suit or proceeding brought against such Party in any such court. Each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Laws (i) any and all rights to trial by jury and (ii) any objections such Party may now or hereafter have to the laying of venue or convenience of a forum designated by this paragraph.
(f) Headings. The Section and Paragraph headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.
(g) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid, but if any provision of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement.
(h) No Third Party Beneficiaries. Except as otherwise specifically set forth herein, nothing in this Agreement will be construed as giving any Person, other than the Parties and their successors and permitted assigns, any right, remedy or claim under, or in respect of, this Agreement or any provision hereof.
(i) Interpretation. Except as otherwise provided or if the context otherwise requires, whenever used in this Agreement, (a) any noun or pronoun shall be deemed to include the plural and the singular, (b) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (c) the word “or” shall be inclusive and not exclusive, (d) unless the context otherwise requires, all references to Sections and Paragraphs refer to Sections and Paragraphs of this Agreement, all references to particular Exhibits, Schedules or links refer to the Exhibits, Schedules and links attached to or imbedded in this Agreement, (e) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, Paragraph or other subdivision, (f) any definition of or reference to any law, agreement, instrument or other document herein will be construed as referring to such law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, and (g) any definition of or reference to any statute will be construed as referring also to any rules and regulations promulgated thereunder.
(j) No Waiver. The waiver by either Party of any right under this Agreement or the failure to perform or of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other right hereunder or of any other breach or failure, whether of a similar nature or otherwise.
(k) Survival. All provisions of this Agreement (i) necessary to achieve the fundamental purposes of this Agreement, (ii) relating to privacy and data gathering and use, (iii) authorizing and/or requiring payment to Suburban Settlers and (iv) containing disclaimers, liability limitations, and other limitations and provisions affording protection to Suburban Settlers shall survive the for the expiration or sooner termination of this Agreement without limitation.