TERMS OF SERVICE

Please read these Terms of Service (these “Terms”) and our Privacy Policy (https://Poplin.co/privacy-policy) (“Privacy Policy”) carefully because they govern your use of the Poplin website located at https://Poplin.co/ (the “Site”) and our associated Poplin marketplace which connects laundry service providers and individuals seeking laundry services (the “Marketplace”), along with any other services accessible via the Site and corresponding mobile application (“App”) offered by Poplin Technologies, Inc.[1] (“Poplin”).  

To make these Terms easier to read, (a) the Site, the App and the above-described services and features available through the Site and App, including the Marketplace, are collectively called the “Platform” and (b) “you” means: (i) you, the individual using the Platform; and (i) any other person or entity on behalf of which you use the Platform, including as indicated in any account created by you for use of the Platform (“Account”).

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND Poplin THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 22 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. 

1. Agreement to Terms. By accepting these Terms or using the Platform, you (a) agree to be bound by these Terms and (b) represent and warrant that you have been duly authorized to bind any person or entity on behalf of which you use the Platform, including as indicated in your Account. If you don’t agree to be bound by these Terms, do not use the Platform.  
2. Description of Marketplace Services.  The Marketplace allows individuals or businesses who want certain specified laundry services (“Customers”) to connect with individuals or businesses willing to perform certain specified laundry services for Customers (“Laundry Pros”).  Laundry Pros and Customers may be referred to together in these Terms as “Users”.

1. The Marketplace connects Laundry Pros and Customers for specific services. Laundry Pros are independent contractors providing their services to Customers via the platform.  Laundry Pros do not provide services to Poplin and are not employees of Poplin. Poplin does not perform or otherwise provide services. Users acknowledge that Poplin does not oversee, direct, control, or otherwise scrutinize a washer’s work. Nor does Poplin control the quality, timing, legality, or any other aspect at all of the Platform provided. Poplin is not responsible for any omissions or poor performance. Poplin is NOT RESPONSIBLE for any Laundry Pro's work or performance.

3. Changes to these Terms or the Platform. With the exception of the Dispute Resolution and arbitration provisions contained in Section 22, we may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App, and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Platform. If you continue to use the Platform after we have posted updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Platform anymore. Because the Platform is evolving over time we may change or discontinue all or any part of the Platform, at any time and without notice, at our sole discretion.  The provisions of Section 22 may only be updated by Agreement of Poplin and the User.
4. Who May Use the Platform?

1. You may use the Platform only if you are 18 years or older and capable of forming a binding contract with Poplin, and not otherwise barred from using the Platform under applicable law.
2. For certain features of the Platform, you’ll need an Account. Poplin reserves the right to change its Account registration requirements and procedures from time-to-time, and will have sole discretion in deciding whether or not to approve your Account. It’s important that you provide us with accurate, complete and current Account information (including with respect to Payment Information) and keep this information up to date. If you don’t, we might have to suspend or terminate your account or use of the Platform. To protect your Account, keep the Account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your Account.  We have the right to disable any User name, password, or other identifier, at any time in our exclusive discretion for any or no reason, whether selected by you or provided by us. This includes if, in our opinion, you have violated any provision of this Agreement.  You consent that all information you provide during registration with the Platform or otherwise, including but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy. You consent to all actions we take with respect to your information, consistent with our Privacy Policy.  
3. As part of the Platform, we may communicate with you by calling the phone number you provided for your account and by sending SMS, MMS, notifications, or other text messages (“Text Messages”). Please note that text messaging fees may apply to the sending or receipt of Text Messages. By registering to use the Platform and providing your phone number, you hereby consent to receiving calls and Text Messages from us.  You also agree that we may also call you or send you Text Messages to notify you of promotions and offers.  Your agreement to receive promotional calls and Text Messages is not a requirement of using the Platform.  You may opt-out at any time. To opt-out of text messages, text STOP to any text message you receive. You agree that we may send you a final text message confirming your opt-out. To opt-out of voice calls, email us at tech@Poplin.co.  In your email, you must include your full name and the phone number(s) at which you wish to stop receiving calls.
4. At the exclusive discretion of Poplin, Users may be subject to an investigation process before they can register for and during their use of the Marketplace. This may include, but is not limited to, ID verification and background investigations.  Users do hereby give permission to Poplin to conduct both ID verification and background investigations, however, Poplin is not required to do ID verification or background investigations. As such, Poplin is not responsible for the accuracy or reliability of ID verification, background investigation information, or any other such information provided through the Marketplace.

State or local ordinances may require certain specified Laundry Services to be performed by licensed professionals. Poplin does not license service providers, nor does it oversee or scrutinize the posting, scoping or accomplishment of Laundry Services. Laundry Pros are encouraged to consult their state or local requirements to determine whether certain Laundry Services are required to be performed by a licensed professional. Laundry Pros are responsible for obtaining and maintaining necessary licensure to perform Laundry Services in jurisdictions that require it.

5. Poplin IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER AT ANY TIME. USERS HEREBY RELEASE Poplin FROM ANY LIABILITY RELATED TO SUCH CONDUCT. Poplin IS ALSO NOT LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE THAT COMES ABOUT THROUGH THE USE OF THE MARKETPLACE.
6. Terms Applicable to Customers.  If you are using the Platform as a Customer, the following terms will apply:

1. Through the functionality of our Platform, you may submit requests (“Pickup Request”) to the Marketplace for Laundry Pros to pick up, wash, dry, fold and return your dirty laundry that you provide to such Laundry Pro(s) (“Laundry Services”).  
2. As part of any Pickup Request, you will be required to submit certain details regarding your requested Laundry Services to Poplin (and its applicable Laundry Pros, as needed), including but not limited to your address or location, requested times and dates, Payment Information (as defined below), and other relevant parameters and details as requested through the Platform (collectively, “Customer Information”).  You represent, warrant and covenant that all associated Customer Information that you submit to the Marketplace is complete, true and accurate, and does not omit any fact or information that would be required to make the Customer Information not misleading.  You agree that (i) such Pickup Request constitutes an irrevocable offer by you to purchase Laundry Services from a Laundry Pro through the Marketplace in accordance with these Terms; (ii) you will be automatically charged (or required to initiate payment for) a certain amount as a “pre-authorization” by our designated payment processor (i.e., Stripe) via the payment method you selected through the Platform; and (iii)  any associated Customer Information submitted by you is complete, true and accurate.
3. If a Laundry Pro accepted your Pickup Request through the Platform you will be promptly notified through the Platform that your Pickup Request has been confirmed, and thereafter you will be bound by to a contract for the performance of such Laundry Services and payment therefore, and will be automatically charged (or required to initiate payment for) the Laundry Services by our designated payment processor (i.e., Stripe) via the payment method you selected through the Platform.  Neither you, nor Poplin nor the applicable Laundry Pro will be required to commit to any Laundry Services until and unless such Pickup Request is properly approved by such Laundry Pro through the Platform. Once your laundry is picked up and weighed by a Laundry Pro, Poplin will notify you through the Platform of the total cost for the Laundry Services along with any additional details, fees and terms that may be applicable to your Pickup Request (“Laundry Services Fee”).  You may also provide a tip to the Laundry Pro, which will be added to the total payment and will be provided in-full to the Laundry Pro.  Poplin reserves the right to change the Laundry Services Fee at any time. If a change is made, Poplin will provide you with notice. Continued use of the Platform after any such change in the fee calculation shall establish your consent to such change. Learn about other possible fees here.
4. Once laundry has been delivered, Poplin and Laundry Pros takes no responsibility for theft or loss.
5. Once you are bound to a contract with such Laundry Pro for the Laundry Services, you agree to pay the agreed price and all tips and fees as set forth in the Platform to Poplin in accordance with these Terms. If your card is declined, or payment cannot otherwise be processed, we may suspend or cancel your Laundry Services and retain your laundry (whether directly, or by a Laundry Pro on our behalf) until such payment is made.  If you fail to pay for Laundry Services within 24 hours of your credit card being declined and wash/dry/fold services already performed, your laundry may not be returned and may be donated to charity.
6. You may cancel the Laundry Services in writing or through the Platform, at any time prior to the Laundry Pro initiating such Laundry Services; provided that if you cancel after the Laundry Pro has is in transit to picked up your laundry, then Poplin will charge you the cancellation fee set forth on the Platform.  It is the burden of the Laundry Pro to show proof of being in transit at the time the cancellation is communicated by the Customer. Once the Laundry Pro has picked up your laundry and begun washing your laundry, you may not cancel, and will be responsible for the entire fee as set forth and previously agreed by you on the Platform and in accordance with these Terms.
7. You acknowledge and agree that Poplin may cancel any Pickup Request that it determines in its discretion has violated these Terms or that it otherwise finds objectionable for any reason.  You further acknowledge and agree that Poplin may remove you from the Marketplace Platform or deny any Pickup Request for any reason violating the Terms or no reason, at the sole discretion of Poplin.
8. All damages and loss are subject to the garment protection policy incorporated herein: https://Poplin.co/garment-protection-plan/.  Any refunds paid by Poplin to you in connection with our Garment Protection Plan will be at the sole discretion of Poplin.  All requests for refunds submitted in connection with damaged or lost garments must be submitted within thirty (30) days of completion of the Laundry Services, and include reasonable documentation regarding any such damaged garments.  We reserve the right to review and reject any such claim in our sole discretion.

7. Terms Applicable to Laundry Pros.  If you are using the Platform as a Laundry Pro, the following terms will apply:

1. In performing services or any obligation under these Terms, you shall be and will remain at all times an independent contractor in fact and law and not an employee of the Poplin or Customer.
2. You may submit a request through the Platform to create an account that would allow you to provide Laundry Services as a Laundry Pro.   If we confirm your application request to be a Laundry Pro, you may offer your Laundry Services to Customers by following our then-current listing procedures for Laundry Pros through the Marketplace Platform. As part of these procedures, we may require you to provide certain verifying information and details regarding your Laundry Services, including, but not limited to, location, address, emergency contact information, number of available laundry machines, and any other information reasonably requested by us (collectively, “Laundry Pro Information”).  You consent to the collection of such information represent, warrant and covenant that: (i) all associated Laundry Pro Information that you submit to the Marketplace Platform is complete, true and accurate, and does not omit any fact or information that would be required to make the Laundry Pro Information not misleading; (ii) you have the permission and consent to provide any information of third parties (including but not limited to emergency contact information); and (ii) you have the necessary equipment necessary available and accessible, and are otherwise able to perform the Laundry Services.
3. Once you accept a Pickup Request from a Customer via the Marketplace, you are responsible for picking up the Customers’ laundry and performing the Laundry Services requested by such Customer.  You are responsible for tracking the status of any Laundry Services provided for Customers and for noting, through the Marketplace, when provided services are complete.
4. Once you accept a specific Order, you agree to use your best efforts to perform Laundry Services for that Order. However, should you need to cancel an approved or accepted Order, you must cancel your Order through the Platforms. Failure to notify a Customer that you intend to cancel an accepted Order within 4-hours before the Pick-Up Deadline, the Order will be recorded as Unauthorized Cancellation (“UC”). If you have UC rates in excess of 10% of your confirmed Orders, you will be in breach of the Terms and Poplin may terminate, deactivate, or otherwise restrict you from accessing or using the Platforms. Failure to meet the pick-up and delivery deadlines for a confirmed Order will be a breach of contract.
5. You covenant that you will provide the Laundry Services for Customers in a timely, high quality manner, in a safe, secure, and appropriate environment in compliance with all applicable laws, rules, regulations and building codes and in accordance with best practices.  You will further ensure that all laundry subject to your Laundry Services are not tampered with, damaged or modified, other than as expressly authorized by the applicable Customer. You will be solely responsible for any damage or loss that occurs with respect to any laundry you collect, receive or otherwise provide any Laundry Services.  Poplin may charge you for the costs of repairing or replacing any such laundry or garments and set off the costs of such repair or replacement against any Partner Fees that would otherwise have been payable to you, or deduct such amounts for repair or replacement from your bank account directly in accordance with the Garment Protection Plan.  You authorize Poplin and its payment processor to access and debit your bank account for this purpose.
6. In exchange for permitting the Platform to transact your services through the Marketplace, you agree that Poplin will retain a fee of twenty-five percent (25%) of the Net Laundry Services Fees collected by the Platform (“Marketplace Fee”). The Net Laundry Services Fees equal the total amounts of Laundry Services Fees received from the Customer, less any applicable processing fees and costs.  The Marketplace Fee is subject to change and will be communicated to you in the online orientation and/or on the Platform.  In the event of cancellation of Laundry Services by a Customer when you are in transit to pick-up the laundry, you are required to return all such laundry, and you acknowledge that the applicable Laundry Services Fees for such transaction will be limited to the cancellation fee paid by the Customer.
7. As a Laundry Pro, upon a satisfactory completion of the Laundry Services, and upon Customer's payment for such Laundry Services, your Account will be credited with payment of the Net Laundry Services Fees, less the Marketplace Fee retained by Poplin. In addition to the foregoing, you will be entitled to the entirety of any tip, bonus, or gratuity provided to you by the Customer via the Platform, less any processing fees from our selected third party payment processor (collectively, the “Laundry Pro Fees”). Poplin will process all payments due to you through its payment processor. You acknowledge and consent that these amounts will not include interest and will be the net of any amounts that we are required by law to withhold.
8. Poplin reserves the right to hold back any funds from you temporarily or permanently, for any reason, including without limitation, if Poplin believes that you have attempted to defraud or exploit Poplin or Poplin’s payment systems, or if a Customer makes a claim against Poplin or you that Poplin believes is your liability or responsibility.
9. As a Laundry Pro, you are an independent contractor.  You hereby agree to provide Poplin with a W-9 and consent to Poplin providing you with your 1099 and any other tax documents (“Tax Information”) via email and waive your right to receive such Tax Information via mail or in hard copy.
10. Poplin reserves the right to change the Marketplace Fee at any time. If a change is made, Poplin will provide you with notice. Continued use of the Platform after any such change in the fee calculation shall establish your consent to such change.
11. We reserve the right to approve or reject any Laundry Pro's application registration and to remove any Laundry Pro from the Marketplace for any reason, including, but not limited to, poor customer reviews, performance of Laundry Service, damage to any laundry or garments, any inaccuracy in the applicable Laundry Pro Information, engaging in, promoting, and/or facilitating the removal of customers from the Poplin app, or any breach by you of these Terms.
12. We (or our designated third-party payment processor) will pay you each installment of the Laundry Pro Fees to your account designated within the Platform within the period of time you select via the Platform.  Depending on your experience, performance, and in Poplin’s sole discretion, such time periods available for your selection may be different. Notwithstanding anything to the contrary, we will not be liable to you for any Laundry Pro Fees that we are unable to collect from any Customer.
13. Order Dispute Resolution: Poplin tries to make sure that Customers are happy with the Laundry Services provided by Laundry Pros, but we understand that this is not always going to be the case. When a Customer is not satisfied with Laundry Services that are provided, and such dissatisfaction is reported to Poplin (e.g., damages or lost garments, weight of laundry) we may, at our discretion, issue a refund or adjust the Order Fee, and any components thereof, for such Order. As a result, this may affect the amount paid to Laundry Pro. We call these instances “Order Disputes.” A Order Dispute includes, but is not limited to, the following: (a) when a Laundry Pro is incapable of or unwilling to adequately perform the Laundry Services agreed to for the Order; (b) when a Laundry Pro inaccurately verifies the weight of the Laundry into the Platforms, and, as a result, was or may be overpaid for the Order; (c) if during the Order, a Laundry Pro damages or loses garment(s) or did not comply with safety or health standards or customer requests that were required given the nature of the particular Order. If a Customer submits an Order Dispute, Poplin will investigate the matter. Investigation may require the Laundry Pro to return to the Customer’s residence to reweigh the laundry. After Poplin receives an Order Dispute, we will contact Laundry Pros and Customers to provide any information regarding the matter. Based on the Investigation and in the sole discretion of Poplin, it may withhold payment from the Laundry Pro – in whole or in part, provide an extra payment to the Laundry Pro, and require the Customer to pay a full or partial amount for completion of the Order.

8. User Agreements & Laundry Services

1. Users acknowledge and consent that a contract is formed when they consent to terms with another User for services. The terms of such contract include these Terms, and any contractual terms agreed to by both the Laundry Pro and Customer on the Marketplace to the extent that such terms do not conflict with these Terms. Such terms do not expand Poplin’s obligations and do not restrict Poplin’s rights under these Terms. Users consent that Poplin is not a party to any contract or service agreement. The formation of a contract will not, under any circumstances, create an employment, joint venture, partnership, or agency or other service relationship between Poplin and any Laundry Pro. The business relationship between Poplin and Laundry Pro under these Terms is a temporary, and not a permanent, relationship. These Terms are not an employer agreement and does not create an employment relationship between Poplin and Laundry Pros.
2. You hereby represent and affirm further that you will respect the privacy, property, and data protection rights of Users. You represent and affirm further that you will fulfill the commitments you make to other Users. This shall include paying/receiving payment through the Marketplace, communicating clearly and promptly through the Marketplace, and/or responding to invitations promptly, and only utilizing the third party payment processing system specified by us to make or receive payment for services provided through the Marketplace. You also represent and affirm further that you will act professionally and responsibly in your interactions with other Users.
3. A Customer will pay a Laundry Pro for any services through our designated payment processor (i.e., Stripe) as indicated on the Marketplace at the rates indicated on the Marketplace.  All Users consent to these Terms during the appointment, accomplishment and completion of a contract for Laundry Services. Users furthermore consent to inform Poplin of any disagreements or the filing of any claims and to informally negotiate any such disagreement via Poplin representatives for at least thirty (30) days before initiating any further proceeding between the parties. All Users agree that any tip or gratuity must be transacted through the Marketplace and that any cash tips or gratuities are a breach of these Terms.
4. We claim in advance the right to withdraw or amend the Marketplace, and any service provided on it, at our exclusive discretion without prior notice. We will not be liable if, for any reason, all or any part of the Marketplace is unavailable at any time or for any time period. Poplin in no event, under any legal theory whether based in contract, tort, or any other legal theory, arising out of or in connection with your use or inability to use the Marketplace will be liable for damages of any kind, including any indirect, special, incidental, consequential, or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, even if foreseeable. From time to time, we may restrict access to certain parts of the Marketplace, or the complete Marketplace, to Users for any reason or no reason at all.
5. As set forth in these Terms, Poplin itself does not perform Laundry Services and does not itself employ individuals to perform such Laundry Services. Poplin is a technology company that constitutes a qualified marketplace under laws recognizing such platforms for business that operate a digital website or application facilitating the provision of services by qualified marketplace contractors to individuals or entities seeking such services.  Each User assumes all responsibility and liability for proper classification of such Users based on applicable legal guidelines.
6. Users do not have authority to enter into or otherwise bind Poplin with written or oral, expressed, or implied, contracts on behalf of Poplin. Each User Laundry Pro avows that Poplin does not oversee, direct, control, or scrutinize, in any way, a Laundry Pro's work or services performed in any manner.
7. Poplin does not set a Laundry Pro's work hours or work location. Laundry Pro chooses to accept, how frequently to accept, and the manner in which Laundry Pros will provide the services sought. Poplin does not guarantee any minimum orders.
8. Laundry Pros may hire and use employees and independent contractors to provide services relating to the completion of orders they have accepted on the Marketplace.
9. Poplin does not provide any equipment or labor needed for contracted services by Laundry Pros. Laundry Pros must provide all equipment, labor, and materials that may be needed to perform any laundry services pursuant to an engagement entered into on the Marketplace. Poplin does not provide any uniforms to Laundry Pros. Poplin does not provide expense reimbursement to Laundry Pros.
10. Poplin will does not provide any supervision of Laundry Pros. Laundry Pros are solely responsible for the performance of Laundry Services.

Poplin shall not provide Laundry Pros with any mandatory training with regard to services provided and will have no control over the manner in which Laundry Services are provided.

11. Nothing in this Terms is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) Laundry Pros from engaging in any other business activities, services or projects that are separate and distinct from any business activities that Laundry Pro may conduct through the Platform. Poplin expects Laundry Pros will provide similar services through other Platforms and for other parties. Poplin expressly acknowledges Laundry Pros can earn income from other sources and expects Laundry Pros will do so.  
12. The Marketplace is not an employment service nor is Poplin an employer of any User. As such, Poplin is not responsible for and will not be held liable for any tax payments or withholding due as a result of services rendered. For all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal, state, and local laws, rules, and regulations, Laundry Pros are and will be treated as independent contractors providing services to Poplin users and not as a Poplin employees or independent contractor. Accordingly, Poplin will not withhold any employment taxes from any compensation paid to Laundry Pros under this Terms, and Laundry Pros will be solely responsible for the reporting and payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of services through the Platform and/or under this Terms by Laundry Pros.  
13. Laundry Pros will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Poplin that is inconsistent with Laundry Pros being independent contractors (and not employees) of Poplin.
14. Laundry Pros, their affiliates, employees, and subcontractors are not eligible for, nor shall participate in, any Poplin pension plan, health or disability plan, health insurance, general liability insurance, and automobile liability insurance or other insurance or fringe benefit plan of any kind.
15. Laundry Pros agree to maintain, at all times during the term of this Agreement, adequate insurance which provides levels of coverage that may adequately address any injury Laundry Pros may sustain in the course and scope of their fulfilling a Laundry Order (“Occupational Accident Insurance” or “OAI”). Poplin requires that Laundry Pros maintain: OAI insurance. Poplin provides Laundry Pros the option to: (1) purchase OAI, which meets the minimum requirements, through Poplin or (2) Laundry Pros provide and show proof of OAI, which meets the minimum requirements. If Laundry Pros wish to purchase OAI through Poplin contact tech@Poplin.co. Please contact tech@Poplin.co to show proof that Laundry Pros already have OAI, which meets the minimum requirements.  
16. In the event that Laundry Pros actions or the actions of their affiliate, employee, or subcontractor cause an injury to a third party while they are working in the course and scope of providing Laundry Services or other activities covered by this Terms, Laundry Pros acknowledge and understand that they will not be covered by any general liability or automobile liability insurance coverage that Poplin may have, and that Poplin is not making any commitment to defend and/or indemnify them in such circumstances, and specifically denies any such obligation.
17. Laundry Pros are required to expeditiously notify Poplin at tech@Poplin.co of any accidents or emergencies that occur while performing Laundry Services and to cooperate and provide all necessary information related thereto regardless of whether Poplin purchase OAI insurance through Poplin or not. Notwithstanding, Laundry Pros should not provide or otherwise disclose to Poplin or its affiliates any personal health information (“PHI”) in violation of any applicable law, including HIPAA.
18. Laundry Pros, their affiliates, employees, and subcontractors are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by Laundry Pros and Laundry Pros are obliged to pay federal and state income tax on any money pursuant to their contractual relationship with Poplin or Facility.
19. Laundry Pros, their affiliates, employees, and subcontractors are not entitled to Poplin’s workers’ compensation benefits unless workers’ compensation coverage is provided by Laundry Pros. In the event that Laundry Pros, their affiliate, employee, or subcontractor are injured while working in the course and scope of an Order, Laundry Pros acknowledge and understand that they will not be covered by any workers’ compensation insurance coverage that Poplin may provide to its employees.  
20. Laundry Pros agree to indemnify, defend, and hold Poplin harmless from any costs, expenses, penalties, or damages (including attorney’s fees) arising from their failure to properly pay such taxes or contributions and/or Poplin not withholding or remitting employment taxes or contributions relative to compensation paid to Laundry Pros.  This may include but is not limited to:

1. unemployment insurance;
2. social security;
3. disability insurance; and
4. any other applicable federal or state withholdings in connection with your use of Laundry Pro services.

9. Payment Terms.

1. When you make a payment to us, you expressly authorize us (or our third-party payment processor) to charge you for such payment. We (or our payment processor) may ask you to supply additional information relevant to your payment, including your credit or debit card number, the expiration date of your credit or debit card, your bank information (e.g. routing number and account information) and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a payment, you authorize us to provide your Payment Information to third parties so we can complete your payment and to charge your payment method for the type of payment you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your payment (such information is included within the definition of Payment Information). By initiating a payment, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
2. Payment processing services for Poplin are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service, incorporated herein (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Laundry Pro on Poplin, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Poplin enabling payment processing services through Stripe, you agree to provide Poplin accurate and complete information about you and your business, and you authorize Poplin to share it and transaction information related to your use of the payment processing services provided by Stripe.
3. Poplin reserves the right, at its exclusive discretion (but not under obligation), for any reason, upon request from Customer or Laundry Pro or upon notice of any potential fraud, unauthorized charges, or other misuse of the Marketplace, to either place on hold any payment, provide credits, or arrange for the payment processor to do so.
4. These Terms prohibit accepting cash or any form of payment outside the app. Customers must pay for the Platform and tip through the App Marketplace.  Laundry Pros may not request payment or otherwise solicit any tips or other payments outside of the App Marketplace.
5. Users of the Marketplace contract for services directly with other Users. Poplin is not and will not be a participant in any contracts for Laundry Services. Payment for Laundry Services through the Marketplace is made from the Customer to the Laundry Pro and not made by Poplin. Poplin is not obligated to pay Laundry Pro in the event of Customer’s failure to pay for Laundry Services.
6. Poplin offers Gift Cards (“Gift Cards”) for use of the Platform. Gift Cards are available in United States Dollars only. After a purchase is made with the Gift Card, the Gift Card balance will be reduced by the amount of each such purchase. If a purchase exceeds the balance, the difference must be paid with cash or other single payment method accepted by Poplin.  Available in denominations from [$1 to $500]. Gift Cards will be delivered digitally to the email address used for purchase in checkout.  For balance inquiries please have your Gift Card handy and visit Poplin.co/gift-cards.  All returns for purchases made with a Gift Card will result in credit to a Gift Card or issuance of a new Gift Card in the amount of the return.  There are no taxes charged on the purchase of a Gift Card. At the time of redemption, appropriate taxes will be applied. No fees apply to Gift Cards. We reserve the right to require additional verification of your identity, Gift Card, or provision of an additional payment instrument, before you are able to apply a Gift Card to a purchase. Your Gift Card cannot be used to purchase other Gift Cards. Gift Cards cannot be reloaded; resold; used for payment outside of the Platform. Your Gift Card cannot be redeemed for more than face value for eligible Poplin products or services; transferred for value; redeemed for cash; returned for a cash refund (except to the extent required by law). Your Gift Cards may not be applied to the purchase of goods or services outside of the United States. To cancel or return a Gift Card, you must contact the Poplin customer service team.  GIFT CARDS NEVER EXPIRE OR ACCRUE FEES. PROMOTIONAL OFFERS AND DISCOUNTS CANNOT BE APPLIED TO THE PURCHASE OF GIFT CARDS, AND PURCHASES OF GIFT CARDS CANNOT BE USED TO SATISFY PROMOTIONAL THRESHOLDS. Gift Cards must be obtained from Poplin and you are responsible for safeguarding your Gift Card from unauthorized use. We are not responsible if any Gift Card code is lost, stolen, or destroyed, or if your Gift Card is used without your permission.  By using a Gift Card you agree to comply with these terms and conditions, and not to use a Gift Card in any manner that is misleading, deceptive, unfair, or otherwise harmful to Poplin, the Platform, or other Users. We reserve the right, without notice to you, to void Gift Cards without a refund, suspend or terminate the ability to use our services, cancel or limit orders, and bill alternative forms of payment if we suspect that a Gift Card is obtained, used, or applied to an order fraudulently, unlawfully, or otherwise in violation of these terms and conditions.  Gift Cards may be used as personal or business gifts, but may not be used in connection with any marketing, advertising or other promotional activities (including without limitation via Web sites, Internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, and radio and television broadcasts). Use of Poplin’s name, logo, trade dress (including any image/likeness of the cards) or trademarks (or those of any of its subsidiaries or affiliates) in connection with the purchase or use of Gift Cards is strictly prohibited. Furthermore, the use of Gift Cards in any manner that states or implies that any person, website, business, product or service is endorsed or sponsored by, or otherwise affiliated with Poplin or any of its subsidiaries or affiliates is prohibited.  TO THE FULL EXTENT PERMISSIBLE BY LAW, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO GIFT CARDS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULL EXTENT PERMISSIBLE BY LAW, IN THE EVENT A GIFT CARD IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, WILL BE THE REPLACEMENT OF THAT GIFT CARD.
7. In connection with the Platform, we may make available a rewards program (the “Rewards Program”), which may include referral bonuses and a personalized loyalty reward experience and related offers, discounts, and targeted promotions (collectively, “Rewards”) in connection with your purchases of Products.  You agree to the terms of the Rewards Program found here.
8. Poplin may from time to time provide certain promotional opportunities, sweepstakes, or contests to Users. All such promotions shall be run at the entire discretion of Poplin. They can be activated, modified or removed at any time by Poplin without advance notification. The liability of any of Poplin’s partners pursuant to such promotional opportunities, sweepstakes, and contests shall be limited pursuant to these Terms.

10. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Platform, the Marketplace or other Poplin technology or any of Poplin’s other products or services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you warrant that you have the right to provide us with such Feedback without infringement or violation of any third-party rights.
11. Content Rights. 

1. The Platform may allow you to store, transmit, post or share content such as text (in posts or communications with others), files, documents, graphics, images, audio, video and other materials (including, without limitation, photos of laundry, Laundry Pro Information or Customer Information). Anything (other than Feedback) that you post or otherwise make available through the Platform is referred to as “User Content”. Poplin does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content outside of the Platform.
2. By making any User Content available through the Platform you hereby grant to Poplin a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense through one or more tiers, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Platform.
3. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Platform, nor any use of your User Content by Poplin on or through the Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4. You can remove certain User Content from the Platform by specifically deleting it from the Platform. You should know that in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
5. We may make available through the Platform content, technology, trademarks, or other materials that are subject to intellectual property rights. We retain all rights to that content, technology, trademarks and materials.

12. Rights and Terms for Apps.

1. If you comply with these Terms, Poplin grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes.  Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.  
2. This Section, Section 12, applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
3. When you download the mobile application for the Platform on your mobile device, Poplin will ask your permission to access your phone contacts to determine if you are already connected to other Poplin Customers or Laundry Pros who are users of the Platform. We use this information to enforce our Terms of Service.  You can always change whether to allow Poplin to access your contacts through the privacy settings on your mobile device.

13. General Prohibitions and Poplin’s Enforcement Rights.

1. You agree not to do any of the following:

1. Post, upload, publish, submit or transmit any User Content that: (1) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (2) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (3) is fraudulent, false, misleading or deceptive; (4) is defamatory, obscene, pornographic, vulgar or offensive; (5) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (6) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (7) promotes illegal or harmful activities or substances;
2. Use, display, mirror or frame the Platform or any individual element within the Platform, Poplin’s name, any Poplin trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Poplin’s express written consent;
3. Access, tamper with, or use non-public areas of the Platform, Poplin’s computer systems, or the technical delivery systems of Poplin’s providers;
4. Attempt to probe, scan or test the vulnerability of any Poplin system or network or breach any security or authentication measures;
5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Poplin or any of Poplin’s providers or any other third party (including another user) to protect the Platform;
6. Attempt to access or search the Platform or download content from the Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Poplin or other generally available third-party web browsers;
7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation in connection with the Platform;
8. Use any meta tags or other hidden text or metadata utilizing a Poplin trademark, logo URL or product name without Poplin’s express written consent;
9. Use the Platform, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms;
10. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
11. Collect or store any personally identifiable information from the Platform or from other users of the Platform without their express permission;
12. Impersonate or misrepresent your affiliation with any person or entity;
13. Use the Platform (or anyone else’s Laundry Pro Information or Customer Information) to solicit or engage a User for a transaction outside of the Platform or otherwise for the purpose of circumventing the Marketplace;
14. Violate any applicable law or regulation; or
15. Encourage or enable any other person or entity to do any of the foregoing.

2. Poplin is not obligated to monitor access to or use of the Platform or to review or edit any content or information available on or in connection with the Platform. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

14. DMCA/Copyright Policy. Poplin respects the intellectual property rights of others and expects its users to do the same.  It is Poplin’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of subscribers or account holders who are repeat infringers.  Poplin may take action against subscribers or account holders in its discretion even if they have not been determined to be repeat infringers, if Poplin determines that they have attracted an unusually large number of accusations involving multiple or widespread episodes of alleged infringing behavior.  To satisfy one of the conditions of the optional safe harbor against certain remedies for online service providers under the Digital Millennium Copyright Act, Poplin will respond expeditiously to valid notifications of claimed infringement that are reported to Poplin’s Designated Agent to Receive Notifications of Claimed Infringement.  The notifications should be sent to tech@Poplin.co or via mail to the address listed on Poplin.co/contact  Information regarding the requirements for valid notifications of claimed infringement for service providers like Poplin is at 17 U.S.C. § 512(c)(3) or on the Copyright Office website at https://www.copyright.gov/dmca-directory/ (you may have to click “read more” to find the instructions).
15. Links to Third Party Websites or Resources. The Platform may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
16. Termination. 

1. The term of this terms shall commence on and be effective as of the date of this Terms is first accepted by you and will continue until this Agreement is terminated in accordance with the terms and conditions herein.
2. We Poplin may suspend or terminate your access to and use of the Platform, including suspending access to or terminating your account, immediately, at our sole discretion, at any time and without notice to you, with respect to you in the event you are in violation of this Terms in the opinion of Poplin, including but not limited to (a) providing inaccurate Account Information; (b) damaging laundry and/or garments; (c) being incapable of or unwilling to adequately perform the Laundry Services agreed to for the Order; (c) inaccurately verifying the weight of completed Orders; (d) not complying with safety or health standards or customer requests that were required given the nature of the particular Order; (e) having expired licensure; and (f) failure to pass identify verification.
3. If Poplin limits, terminates, or suspends your right to use the Platform for a breach of these Terms, you will not be entitled to any refund of any unused balance in your account. Furthermore, you are prohibited from registering and creating a new account under your name, an alternate name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to limiting, terminating, or suspending your account, Poplin reserves the right to take appropriate legal action, including but without limitation pursuing arbitration, criminal, and injunctive redress.  
4. You may cancel your Account with or without cause by providing prior written notice to Poplin of such termination at any time by sending us an email at tech@Poplin.co. Any termination of the Terms in accordance with the foregoing shall be effective as of the date of the later of (a) the date on which you delete and deactivate your Account and (b) the day after you have completed your last Order that has already been accepted by you as of the time Poplin receives your notice of termination.
5. Upon any termination, discontinuation or cancellation of the Platform or your account, the following Sections will survive: 1, 2, 5-7, 9-13, 17-23, 25, 27, and 28.

17. Poplin reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Platform at its entire discretion. Except for refundable fees you may have advanced to Poplin (if any), Poplin is not liable to you for any modification or discontinuance, temporarily or permanently, of all or any portion of the Platform.
18. Release; Warranty Disclaimers. 

1. You hereby represent and warrant that: (a) you have full power and authority to enter into this Terms and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Term; (d) if you are a Laundry Pro, you are capable of performing the services required by the Orders on the Platform you choose to accepts; and (e) you will comply with all applicable laws in your performance of this Terms, including holding and complying with all Credentials and other governmental or regulatory authorizations necessary to perform pursuant to this Terms, and Laundry Services to third parties.
2. The Marketplace is a place where Users connect. Because Poplin is not involved in the actual contact between Users or in the completion of contracted services, in the event that you have a disagreement with one or more Users, Poplin and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) are released from any and all claims, demands, or damages (actual or consequential) of all kinds and classes, suspected and unsuspected, known and unknown, disclosed and undisclosed, arising from or in any way connected with such disagreements. Poplin does not make representations, warranties, or guarantees as to the actions or inactions of the Customers who may request or receive Laundry Services from you and Poplin and its affiliates do not screen or otherwise evaluate Customers. By using the Platform, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions in connection with the Platform.
3. Poplin EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE MARKETPLACE FOR ANY ACT OR OMISSION TO THE FULLEST EXTENT PROVIDED BY LAW. YOU HEREBY WAIVE, TO THE EXTENT APPLICABLE PROVIDED BY LAW, THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY COMPARABLE LAW IN ANY OTHER APPLICABLE GOVERNING JURISDICTION). THIS CODE SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
4. THE PLATFORM, MARKETPLACE, AND OTHER Poplin TECHNOLOGY ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Platform or Marketplace will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the availability, quality, accuracy, timeliness, truthfulness, completeness or reliability of the Platform.  Poplin and its affiliates do not guarantee the (1) availability of Orders on the Platform or the result of any laundry services; or (2) use of the Platform will be uninterrupted or error free. You acknowledge and agree that the Platform may be unavailable at any time and for any reason. Poplin and its affiliates are not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.

19. Indemnity. You will indemnify and hold Poplin and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) any claim based on any alleged your access to or use, or misuse of the Platform or any Laundry Services or garments, (b) your User Content infringes the copyright, trademark, or patent rights of any third party, or (c) any alleged conduct which would constitute a breach of the representations and warranties of you set forth herein, or your violation of these Terms; (d) violation of applicable law by you or your affiliate, employee, or subcontractor; (e) any claim based on the negligent or intentional acts by you or your affiliate, employee, or subcontractor; and (f) related to any Order, including any claims by any third party or government agency that you were misclassified as an independent contractor or employee of a Poplin, and any claim that Poplin was an employer or joint employer of you and/or any of your affiliate, employee, or subcontractor, and  related legal claims under any employment laws, including but not limited to the Fair Labor Standards Act, the Internal Revenue Code,  Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family Medical Leave Act and the National Labor Relations Act, state wage and hour law or any other law.
20. Limitation of Liability.

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Poplin NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Poplin OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL Poplin’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM EXCEED THE GREATER OF FIVE HUNDRED DOLLARS ($500) AND THE AMOUNTS PAID BY YOU TO US HEREUNDER IN THE LAST SIX (6) MONTHS.

2. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Poplin AND YOU.

21. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the laws of the State of New York, with the exception of Section 22, “Dispute Resolution,” which is governed by the Federal Arbitration Act and federal arbitration law. In the event the Federal Arbitration Act is found not to apply, then the law of the state in which arbitration is conducted will apply to Section 22, “Dispute Resolution.”  Except as otherwise expressly set forth in Section 22, “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Poplin are not required to arbitrate will be the state and federal courts located in the New York City, New York and you and Poplin each waive any objection to jurisdiction and venue in such courts.
22. Dispute Resolution.

1. Limitation on Time to File Claims

1. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS SUCH BAR IS NOT PERMITTED BY APPLICABLE LAW.

2. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

1. How This Agreement Applies. You and Poplin mutually agree to resolve any and all covered justiciable disputes between the Parties exclusively through final and binding individual arbitration instead of a court or jury trial. Laundry Pro also understands and agrees that this Arbitration Provision and Class Action Waiver applies to any disputes that Laundry Pro may have with Poplin, including Poplin’s licensors, clients, customers, dental offices, and agents all of which are deemed third party beneficiaries of this provision.  This Arbitration Agreement and included Class Action Waiver is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and evidences a transaction involving commerce. This Arbitration Agreement and Class Action Waiver applies to any and all claims arising out of or relating to the Terms, the Laundry Pro's classification as an independent contractor, Laundry Pro's provision of services, Laundry Pro's use of the Platform, any payments made or received by Laundry Pro through the Platform or arising out of or relating to the acceptance or performance of services arranged through the Platform, the termination of these Terms, and all other aspects of the Laundry Pro's relationship (or the termination of its relationship) with Poplin, past, present or future, whether arising under federal, state or local statutory and/or common law, which Poplin may have against Laundry Pro or which Laundry Pro may have against Poplin and its owners, officers, employees or agents, including but not limited to Poplin. You and Poplin agree that the mutual obligations to arbitrate disputes provide adequate consideration for this Arbitration Agreement and Class Action Waiver.
2. As limited exceptions to Section 22 (b)(i) above: (1) we both may seek to resolve a Dispute in small claims court if it qualifies; and (2) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
3. Additionally, except as these Terms otherwise provide, the Arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the validity, applicability, enforceability, unconscionability, or waiver of these Terms, including, but not limited to any claim that all or any part of these Terms is void or voidable. However, as stated in the “Class and Collective Action Waivers” section below, the preceding sentence does not apply to the Class Action Waiver. Additionally, the first sentence of this paragraph does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
4. If any claim(s) not covered under this Agreement above are combined with claims that are covered under this Agreement, to the maximum extent allowed under applicable law, the covered claims will be arbitrated and continue to be covered under this Agreement.
5. Limitations on How This Agreement Applies. The following claims are not covered under these Terms: (1) Laundry Pros’ compensation benefits, state disability insurance benefits or unemployment insurance benefits; however, these Terms apply to discrimination or retaliation claims based upon seeking such benefits; and (2) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration agreement, including disputes that may not be subject to pre-dispute arbitration agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
6. Nothing in these Terms prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, National Labor Relations Board, Occupational Safety and Health Administration, or law enforcement authorities. Nothing in these Terms prevents the investigation by a government agency of any report, claim or charge otherwise covered by these Terms. This Arbitration Agreement and Class Action Waiver also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by these Terms. Nothing in these Terms prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. The Poplin will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
7. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
8. Starting the Arbitration. If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought. Any demand for arbitration by Laundry Pro must be delivered to Poplin at tech@Poplin.co. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
9. Class, Collective, and Other Representative Action Waivers (“Class Action Waiver”). Poplin and Laundry Pro mutually agree that by entering into this Arbitration Agreement, both waive their right to have any dispute or claim brought, heard, or arbitrated as a class, collective, and/or other representative action to the maximum extent permitted by law, and an arbitrator will not have any authority to hear or arbitrate any such class, collective, or other representative action. Laundry Pro also waives Laundry Pro's right to receive notice of any class, collective, or other representative action that may be filed. This Class Action Waiver does not apply to non-individual representative actions for civil penalties filed under the California Private Attorney General Act (“PAGA”) (but to the extent permitted by applicable law, a Laundry Pro’s individual claim under PAGA must be arbitrated and is covered by this Arbitration Agreement and Class Action Waiver). Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Rules, as defined below and incorporated herein by reference, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or other representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, or other representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
10. Laundry Pro agrees and acknowledges that entering into this Arbitration Agreement and Class Action Waiver does not change Laundry Pro's status as an independent contractor in fact and in law, that Laundry Pro is not an employee of Poplin and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement and Class Action Waiver.
11. Except as otherwise stated in this Arbitration Agreement and Class Action Waiver, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:
12. The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction. The arbitrator shall have authority to decide gateway issues, including arbitrability.
13. The location of the arbitration proceeding will be in the county and state where Laundry Pro last performed services for Poplin, unless Laundry Pro and Poplin agree in writing otherwise.
14. Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that Company shall pay all of the Arbitrator’s fees and costs.
15. The Arbitrator may issue orders (including subpoenas to third parties in accordance with any applicable federal or state law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
16. Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party in his or her individual capacity is entitled under applicable law and which would otherwise be available in a court of law but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
17. Either party may file motions to dismiss and/or motions for summary judgment and the Arbitrator will apply the standards of the Federal Rules of Civil Procedure governing such motions.
18. The Arbitrator’s reasoned decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.
19. AAA Rules may be found at www.adr.org, calling 1-800-778-7879, or by searching for “AAA Arbitration Rules” using a service such as www.Google.com or www.Bing.com.
20. This Arbitration Agreement and Class Action Waiver is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement and Class Action Waiver is deemed unenforceable, the remainder of this Arbitration Agreement and Class Action Waiver will be enforceable. This Arbitration Agreement survives after the termination of the Client Terms, Terms and/or after Laundry Pro ceases any assignment and/or relationship with Poplin. This Arbitration Agreement and Class Action Waiver also will continue to apply notwithstanding any change in Laundry Pro's responsibilities, position, or title, or if Laundry Pro transfers companies. Notwithstanding any contrary language in the Terms or in any Poplin policy or other agreement, this Arbitration Agreement and Class Action Waiver may not be modified or terminated absent a writing signed (electronically or otherwise) by both Laundry Pro and an authorized representative of Poplin.

3. Your Right to Opt Out of Arbitration.

1. You may opt out from this Arbitration agreement and Class Action Waiver within 30 days after you first accept begin using the Poplin Platform by writing to Poplin at tech@Poplin.co. Please state that you are opting out of this Arbitration Agreement and Class Action Waiver and provide your name and address. If you opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, neither you nor Poplin will be required to arbitrate disputes and may instead litigate those disputes without regard to this Arbitration Agreement and Class Action Waiver. Should you not opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, you and Poplin shall be bound by the terms of this Arbitration Agreement and Class Action Waiver. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and Class Action Waiver. You will not be subject to retaliation if you exercise your right to opt-out of this Arbitration Agreement and Class Action Waiver.

23. General Terms.

1. Nondiscrimination: Poplin does not discriminate on the basis of sex, color, race, national origin, religion, gender, gender identity, marital status, age, sexual orientation, or any other applicable federal, state, or local protected class.
2. Reservation of Rights. Other than your User Content, Poplin and its licensors exclusively own all right, title and interest in and to the Platform, and any content, data, insights, analytics and information generated by or transmitted through the Platform, including all associated intellectual property rights. You acknowledge that the Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
3. Force Majeure: In no event will we be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside our reasonable control. Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Platform or using or disclosing any of your User Content.
4. Entire Agreement and Severability. These Terms constitute the entire and exclusive understanding and agreement between Poplin and you regarding the Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between Poplin and you regarding the Platform. If any provision, words, phrases, sentences, clauses, or sections of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. If such invalidity is caused by scope, length of time, or any or all of the foregoing, the otherwise invalid or unenforceable provision will be considered to be reduced to such scope, time, or area, which would cure such invalidity and render it valid and enforceable.

24. Modification: Poplin may modify the Terms at any time, in its sole discretion. Updated versions of the Agreement will never apply retroactively, and the updated Terms will give the exact date they go into effect. If the modifications to the Terms constitute a material change, in Poplin’s good faith reasonable judgment, Poplin will notify you Via email or posting notice Via App/platform. If you do not agree to any amendment of the Terms, you must immediately stop using the Platform. Your continued use of the Platform after any modification to the Terms constitutes acceptance of the amended Terms. However, any changes to the Dispute Resolution Agreement, Section 22, will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.
25. Assignment:  You may not assign or transfer these Terms, by operation of law or otherwise, without Poplin’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Poplin may freely assign or transfer these Terms without restriction, including to any purchaser of Poplin’s business, from time-to-time in our sole discretion. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
26. Notices. Any notices or other communications provided by Poplin under these Terms will be given: (i) via email; or (ii) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
27. Waiver of Rights. Poplin’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Poplin. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
28. To the extent that you access the Poplin Site or Marketplace or otherwise provide Services through connections made on the App. in Massachusetts, this Terms is between you and SudShare MA LLC., in which case, every reference to Poplin in the Terms shall mean SudShare MA LLC. To the extent that you access the Poplin Site or Marketplace or otherwise provide Services through connections made on the App. in New Jersey, this Terms is between you and SudShare NJ LLC., in which case, every reference to Poplin in the Terms shall mean SudShare NJ LLC. To the extent that you access the Poplin Site or Marketplace or otherwise provide Services through connections made on the App. in California, this Terms is between you and SudShare CA LLC., in which case, every reference to Poplin in the Terms shall mean SudShare CA LLC

Contact Information. If you have any questions about these Terms or the Platform, please contact Poplin at tech@Poplin.co.