Legal
This Terms of Use Agreement ("Terms") governs your access to, use of, and participation in the Platform made available by Ponde, Inc. ("Ponde," "we," "our," or "us") and the entirety of your relationship with Ponde.
PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.
All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, your acceptance of the Terms will be deemed an acceptance by that entity.
Ponde reserves the right, in its sole discretion, to modify these Terms at any time and without prior notice. Ponde will notify you of changes by posting on the Platform, sending you a message, or otherwise notifying you when you are logged into your account. Modifications will become effective thirty (30) days after notice. Your use of the Platform after the expiration of the thirty (30) days shall constitute your consent to the changes.
"Collective Content" means User Content and Ponde Content together.
"Content" means text, graphics, images, music, software, audio, video, information or other materials available on or through the Platform.
"Customer Member" means a Member who is registered to receive quotes for Pro Services or otherwise uses the Platform to receive, pay for, or facilitate the receipt of Pro Services.
"Member" means a person or entity who completes Ponde's account registration process, including but not limited to Service Members and Customer Members.
"Platform" means all Ponde websites, mobile or other applications, software, processes and any other services provided by or through Ponde.
"Pro Services" means the services listed, quoted, scheduled, offered or provided by Service Members, or sought, scheduled or received by Customer Members, through the Platform.
"Service Member" means a Member who is registered to send quotes for Pro Services or otherwise uses the Platform to offer, provide, receive payment for, or facilitate the provision of Pro Services.
"Ponde Content" means all Content Ponde makes available on or through the Platform, excluding User Content.
"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any Member or other user, excluding Ponde Content and Feedback.
Access to and use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law.
By registering or using the Platform to offer or provide Pro Services, Service Members represent and warrant that they are properly and fully qualified, experienced, licensed, certified, bonded, and insured as required by applicable laws in the jurisdiction(s) in which they offer their services.
Service Members understand and agree that they are customers of Ponde, and are not Ponde employees, joint venturers, partners, or agents. Service Members set their own prices, provide their own equipment, and determine their own work schedule.
To access certain features, you will need to create a password-protected Account. You agree to provide accurate, current, and complete information and to update it as necessary. You are solely responsible for safeguarding your password and for all activity that occurs on your Account.
Subject to your compliance with these Terms, Ponde grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content solely for your personal and non-commercial use in connection with your access to and participation in the Platform.
You will not use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms.
By making available any User Content on or through the Platform, you hereby grant to Ponde a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license to use, copy, adapt, modify, distribute, publicly display, transmit, and otherwise exploit such User Content to promote, market or advertise the Platform or Pro Services, except that the contents of private messaging will not be used in public advertising.
You are solely responsible for all User Content that you make available on or through the Platform. You represent and warrant that you own or have the necessary rights to your User Content, and that your User Content does not infringe any third party's intellectual property or other rights.
Ponde reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable, in violation of these Terms, or otherwise harmful.
As a user of the Platform, you may not:
In connection with use of Ponde's Platform, Ponde charges certain fees ("Ponde Fees" or "Fees"). Service Members can pay Fees to Ponde in order to receive certain services on the Platform, including being matched with and receiving contacts from Customer Members.
Ponde may require Service Members to set a Budget for how much they are willing to spend to be contacted by customers over a specific period. You will not be charged the Budget amount upfront; rather, you will be charged Fees when Customer Members contact you.
You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect. If any Fee is not paid in a timely manner, Ponde reserves the right to terminate or suspend your Account.
Payments required by these Terms may be exclusive of all taxes, duties, and levies. You are responsible for and bear Taxes associated with the purchase of, payment for, access to, or use of the Pro Services.
The Ponde platform may facilitate payments between Customer Members and Service Members ("Marketplace Payments") through our payment processing partner Stripe. Ponde is not a party to any such Marketplace Payments and does not handle funds on behalf of its Members.
All requests for Marketplace Payment chargebacks, errors, claims, refunds and disputes ("Payment Disputes") will be subject to review by Ponde in its absolute discretion. You may file a Payment Dispute by emailing support@ponde.app.
Ponde provides tools to help users resolve disputes independently. In the rare event a dispute cannot be resolved independently, you agree, at Ponde's request, to participate in good faith in a neutral resolution or mediation conducted by Ponde or a neutral third-party. Ponde is under no obligation to become involved in or impose resolution in any dispute between or among users.
Ponde Content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Ponde and its licensors exclusively own all right, title, and interest in and to the Platform and Ponde Content, including all associated intellectual property rights.
All trademarks, service marks, logos, and trade names of Ponde used herein are trademarks or registered trademarks of Ponde.
You and Ponde agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section governs any and all disputes between us, including claims arising out of or relating to any aspect of the relationship between us.
Most disputes can be resolved without resort to litigation. You can reach Ponde's support department at support@ponde.app. The parties agree to use their best efforts to settle any dispute directly through consultation and good faith negotiations before initiating a lawsuit or arbitration.
If the parties do not reach an agreed-upon solution within thirty (30) days from the time informal dispute resolution is initiated, either party may initiate binding arbitration as the sole means to resolve claims. Where the relief sought is $10,000 or less, the arbitration will be conducted online. Where the relief sought is $10,001 or more, resolution shall be in accordance with JAMS Arbitration Rules.
The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action. YOU AND PONDE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
You have the right to opt out of the arbitration and class action waiver provisions by sending written notice to opt-out@ponde.app with the subject line "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT" within thirty (30) days of the Effective Date of these Terms or your first use of the Platform.
The Terms and the relationship between you and Ponde shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions. You agree that any claim or dispute not subject to arbitration must be resolved by a court located in San Francisco County, California, or a United States District Court, Northern District of California.
Ponde does not make any attempt to verify the statements of users of the Platform or to review or vet any Pro Services. You agree to take reasonable precautions in all communications and interactions with other users of the Platform.
In no event shall the total, aggregate liability of Ponde and its affiliates arising from or relating to the Terms, Platform, Pro Services, and/or Collective Content exceed the total amount of fees actually paid to Ponde by you, or one hundred US dollars ($100) if no such payments have been made.
You agree to release, defend, indemnify, and hold Ponde and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with: (a) your violation of these Terms; (b) your User Content; (c) your interaction with any Member or user; and (d) the request, receipt, offer or provision of Pro Services by you.
Force Majeure. Neither Ponde nor you shall be liable to the other for any delay or failure in performance arising out of a cause beyond its control and without its fault or negligence.
Entire Agreement. These Terms, together with the Privacy Policy and any other legal notices published by Ponde on the Platform, shall constitute the entire agreement between you and Ponde concerning the Platform.
Statute of Limitations. Any claim arising out of or related to the Platform or the Pro Services must commence within one (1) year after the cause of action accrues.
Contact Information. If you have any questions about these Terms or the Platform, please contact us at hello@ponde.app.