TERMS OF SERVICE AGREEMENT

IMPORTANT — READ CAREFULLY BEFORE USING THIS SERVICE: This Terms of Service Agreement (“Agreement“) is a legal agreement between you (“You”) and Germie LLC (“Germie“) governing Your use of Our Cleaning Services (“Services“).

By clicking on the “I Agree to the terms of service” button, You agree to be bound by the terms of this Agreement. 

  1. Accuracy of Your Contact Information. You shall provide accurate, current and complete information on your legal name or legal business name, address, email address, and phone number, and maintain and promptly update this information if it should change.
  2. Invoices.  If You are a corporate entity, Germie will provide invoice upon request. The invoices shall be containing the following information: invoice number, PO number, Services provided, quantity and price of each item, income tax and other taxes, total cost, any work product created during the invoice period, and reasonable and documented expenses, with The Your written pre-approval, to be reimbursed.
  3. Payment.  The weekly fees are due before the fifth day of each natural week for the total amount of last week. Such weekly fees will be charged automatically toward the payment method You provided to Germie on a weekly basis. The fees calculated in accordance with this Agreement shall include the income taxes imposed on Germie by relevant laws and National Insurance contributions or similar contributions in respect of its fees, which shall be paid by You to the relevant government authorities, if any. You shall have the right to deduct such income taxes from the payment to Germie and pay such income taxes to relevant tax authorities.
  4. Term and Termination.
    1. Term.  The term of this Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) years. Thereafter, the Agreement shall automatically renew for subsequent one (1) year periods.
    2. Termination for Convenience. You will have the right to terminate this Agreement on three (3) calendar days’ written notice at any time without cause.
    3. Termination for Cause.  If either party materially breaches this Agreement, the other party may terminate this Agreement upon thirty (30) calendar days’ written notice to the breaching party of such material breach, provided that the breaching party has not cured such material breach by the end of the thirty (30) day period.
    4. Effect of Termination.  Upon expiration or termination of this Agreement, all rights and obligations of the parties under this Agreement will terminate, except for Sections 6, 7, 8, 9 and 12 herein, all of which will survive termination of this Agreement.
  5. Relationship of the Parties.  Germie will perform Services as an independent contractor and this Agreement will not be construed to create a partnership, joint venture or employment relationship between Germie and You. Germie will retain full control over the manner in which it performs the Services and full control over the employment, direction, compensation and discharge of all persons assisting it in performing the Services. Neither party by virtue of this Agreement will have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
  6. Ownership. All Deliverables created by Germie hereunder will be owned exclusively by You. 
  7. Confidentiality.  “Confidential Information” means any proprietary information or data, either oral or written, exchanged between the parties pursuant to this Agreement and designated as confidential by the disclosing party. It does not, however, include information that: (a) is already known by the recipient, (b) becomes publicly known through no wrongful act of the recipient, or (c) is received by the recipient from a third party without similar restriction and without breach of this Agreement. Each party agrees that it shall use the same care of protection against the unauthorized duplication, use, publication or disclosure of any such Confidential Information of the other party as it uses to protect its own proprietary and confidential information, and shall not use or disclose such Confidential Information except in connection with and in furtherance of the purposes of this Agreement, unless authorized in writing by the other party or pursuant to a valid court or administrative order.
  8. Warranties. Germie warrants that the Services shall be performed in a good and professional manner, of a quality conforming to the industry standards and practices. Your sole and exclusive remedy for Germie’s breach of this warranty shall be that Germie shall be required to use commercially reasonable efforts to modify the Service to achieve in all material respects described and if Germie is unable to modify the Service, You shall be entitled to receive a one-time free weekly service and to receive a pro-rata refund of the service fees or subscription fees (if its employer) paid under the Agreement for its use of the Service. THE WARRANTIES STATED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY GERMIE. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED.
  9. No Assignment. This Agreement is personal to You, and may not be assigned without Germie’s expressed written consent.
  10. Publicity.  Neither party will use the name or trademarks of the other in any manner, in publicity materials or press releases or advertising without the advance written consent of the other.
  11. Notice.  All notices given hereunder or required by law will be given in writing, addressed to the addresses at the beginning of this Agreement (or to such other address as is provided by written notice from a party) and will be deemed effective upon personal delivery or three (3) business days after certified mailing (return receipt requested). 
  12. Limitation of Liability.  In no event will Germie be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of property, loss of data, data breach, restoration costs, lost profits or revenue, or cost of cover) regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages.
  13. Entire Agreement.  This Agreement, including any SOW (if any) which provided by Germie and agreed by both Parties, constitutes the complete and entire agreement between the parties, and supersedes and cancels all prior understandings, correspondence and agreements, oral and written, express or implied, between the parties relating to the subject matter hereof, and may only be modified in a writing signed by both parties. No course of dealing or usage of trade may be invoked to modify the terms and conditions of this Agreement. If any provision of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, for any reason, then, to the full extent permitted by law all other provisions will remain in full force and effect.
  14. Governing Law.  Disputes arising in connection with this Agreement will be governed by the laws of the State of Illinois.
  15. Partial Invalidity.  In the event that any provision of this Agreement is held to be unenforceable, such provision shall in good faith be renegotiated to be enforceable and shall reflect as closely as possible the intent of the original provision of this Agreement. Such negotiations shall not affect the enforceability of the remainder of the Agreement.
  16. No Third Party Beneficiaries.  The Parties hereby disclaim any intent that their obligations under this Agreement, or any portion thereof, benefit or can be relied upon by any third party.
  17. Force Majeure.  Nonperformance of either party, except for the making of payments in accordance with Section 3, will be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the control and not caused by the negligence of the nonperforming party.
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