PLATFORM TERMS OF USE

Last Modified: October 23, 2019

1. Acceptance of the Terms of Use

These terms of use are entered into by and between you (either the “Consumer” or other person acting on behalf of the Consumer as set forth below) and inPlace Professionals, LLC (“inPlace”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms of Use”), govern your access to and use of website and platform located at https://rachaelvanpelt.com or https://drrachaelvanpelt.com (the “Website”), and any inPlace mobile application (the “Apps”), including any content, functionality and services offered on or through the Website or the Apps (collectively, the “Platform”).

Please read the Terms of Use carefully before you start to use the Platform. By using the Platform, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, the inPlace Privacy Policy, and all other Platform rules and procedures relating to obtaining and the delivery of services through the Platform (“inPlace Guidelines”) all of which are incorporated herein by reference. If you do not want to agree to these Terms of Use, the Privacy Policy or inPlace Guidelines, you must not access or use the Platform.

The Platform is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with inPlace and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

2. Changes to the Terms of Use

inPlace may revise and update these Terms of Use from time to time in its sole discretion. All changes are effective immediately when they are posted, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction 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.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

3. Services

3.1 Wellness Coaching. inPlace Professionals, LLC provides wellness education and coaching (“Coach” to consumers (“Consumers”) seeking non-medical health & wellness education or coaching services (“Services”).

3.2 Authority to Bind Care Recipient. If you are not the Consumer (i.e. not the intended recipient of coaching Services), and are entering into this agreement with inPlace (agreeing to the Terms of Use, Privacy Policy and inPlace Guidelines (collectively the “Agreement”)), on behalf of a Consumer (the “Recipient”), you represent and warrant that (a) you and the Recipient are at least the age of legal majority in your jurisdiction; and (b) you have the full legal power and authority to bind that Recipient to this Agreement. You agree to make the Recipient fully aware of the terms of the Agreement, and that you have entered into the Agreement on their behalf. You further agree to provide inPlace with evidence of any such authority on behalf of the Recipient upon request and agree to fully defend and indemnify inPlace against any claims based on or related to your lack of authority or your breach of any other provision of the Agreement.

3.3 Platform for Communications Only. The Platform is solely a communications platform for Consumers to seek, schedule, and pay for Services.

3.4 Payments. All payments for Services will be made in advance through inPlace’s third party payment processor Stripe, subject to Stripe’s Terms and Conditions, and the scope and terms of the Services agreed to.

3.5 Cancellation/Refusal of Service. Consumers may cancel any Services scheduled through the Platform without penalty prior to signing a Terms of Service Agreement. inPlace reserves the right, to accept or decline any Consumer’s use of the Platform and the scheduling of any Services, or limit the services scheduled through the Platform, for any reason including delinquent payments. Payments may be subject to the approval of a financial institution and inPlace shall not be liable in any way if such financial institution refuses to accept the payment for any reason. inPlace may require, in its discretion, that any visit request receive pre-approval. inPlace may also require additional verification or information before accepting a visit request.

3.6 Good Samaritan. The Services do not include medical care of any kind, including emergency care, and no part of the Services booking fee constitute compensation for any medical or emergency care. If an emergency occurs while a Coach is with a Consumer, neither the Coach nor inPlace shall be liable for any damages resulting from any act or omission of the Coach. Whether a Coach renders emergency care is at the discretion of the Coach. Coaches and, if applicable, inPlace, may be entitled to the full benefit of any “Good Samaritan” laws.

3.7 Ratings, Reviews, or Testimonials. Whenever a Consumer (or the individual acting on behalf of the Consumer) is asked to provide ratings of the Coach, you agree that all ratings will represent the independent, honest and genuine opinion of the person providing the rating.

3.8 Safety. Consumer is responsible for providing a safe and secure working environment for Coach, and for obtaining all necessary insurance relevant to Consumer’s home. If a Coach detects violence or abuse affecting the Consumer, the Coach may be required by law to report that abuse to law enforcement.

4. Accessing the Platform and Account Security

inPlace reserves the right to withdraw or amend the Platform, and any service or material it provides as part of the Platform, in its sole discretion without notice. inPlace will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, inPlace may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

You are responsible for making all arrangements necessary for you to have access to the Platform.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete. You agree that all information you provide to register with this Platform or otherwise, including but not limited to through the use of any interactive features on the Platform, is governed by the Privacy Policy, and you consent to all actions inPlace takes with respect to your information consistent with the Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of inPlace’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

inPlace has the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in inPlace’s sole discretion for any or no reason, including if, in inPlace’s opinion, you have violated any provision of these Terms of Use.

5. Intellectual Property Rights

The Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by inPlace, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Platform or as part of Platform, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
If inPlace provides desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by inPlace’s end user license agreement or terms of service for such applications.
If inPlace provides social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from the Platform.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform.
Access pirated or other illegal content through the Platform.

You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at inPlace’s option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by inPlace. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

6. Trademarks

The “inPlace Professionals” name, the “inPlace Professionals” logo, and all related names, logos, product and service names, designs and slogans, are trademarks of inPlace or its affiliates or licensors. You must not use such marks without the prior written permission of inPlace. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners.

7. Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate inPlace, a inPlace employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm inPlace or users of the Platform or expose them to liability.

Additionally, you agree not to:

Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without inPlace’s prior written consent.
Use any device, software or routine that interferes with the proper working of the Platform.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform.
Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Platform.

8. User Contributions

The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platform.

All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant inPlace and inPlace’s affiliates and service providers, and each of their and inPlace’s respective licensees, successors and assigns, the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose according to your account settings.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and inPlace’s affiliates and service providers, and each of their and inPlace’s respective licensees, successors and assigns.
All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not inPlace, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

inPlace is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Platform.

9. Monitoring and Enforcement; Termination

inPlace has the right to:

Remove or refuse to post any User Contributions for any or no reason in inPlace’s sole discretion.
Take any action with respect to any User Contribution that inPlace deems necessary or appropriate in inPlace’s sole discretion, including if inPlace believes that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public or could create liability for inPlace.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, inPlace has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS INPLACE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, inPlace does not undertake to review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, inPlace assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. inPlace has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

10. Content Standard

These content standards (“Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and the Privacy Policy.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

11. Copyright Infringement

If you believe that any User Contributions violate your copyright, please see inPlace’s Copyright Policy below for instructions on sending us a notice of copyright infringement. It is the policy of inPlace to terminate the user accounts of repeat infringers.

12. Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. inPlace does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. inPlace disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

This Platform may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by inPlace, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the inPlace. inPlace is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

13. Changes to the Platform

inPlace may update the content on this Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and inPlace is under no obligation to update such material.

14. Information About You and Your Visits to the platform and use of services

All information inPlace collects is subject to inPlace’s Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

15. Linking to the Platform and Social Media Features

You may link to inPlace’s homepage, provided you do so in a way that is fair and legal and does not damage inPlace’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on inPlace’s part without inPlace’s express written consent.

The Platform may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on the Platform.
Send e-mails or other communications with certain content, or links to certain content, on the Platform.
Cause limited portions of content on Platform to be displayed or appear to be displayed on your own or certain third-party website.

You may use these features solely as they are provided by inPlace, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions inPlace provides with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.
Cause the Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the Platform other than the homepage.
Otherwise take any action with respect to the materials on this Platform that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in inPlace’s discretion.

16. Links from the Platform

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. inPlace has no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

17. Geographic Restrictions

inPlace is based in the United States. inPlace provides the Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

18. Disclaimer of Warranties

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER INPLACE NOR ANY PERSON ASSOCIATED WITH INPLACE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER INPLACE NOR ANYONE ASSOCIATED WITH INPLACE REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY ITEMS OR SERVICES OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ITEMS OR SERVICES OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

INPLACE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

ACCESS TO THE PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER INPLACE NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM OR THE CONDUCT OF ANY PROVIDER OR THE PERFORMANCE OF ANY HOME SERVICES.

THROUGH THE PLATFORM OFFERS INFORMATION AND A METHOD TO OBTAIN HOME SERVICES, IT DOES NOT PROVIDE THE HOME SERVICES, AND MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, WITH REGARD OT THE HOME SERVICES, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Limitation on Liability

IN NO EVENT WILL INPLACE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, 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, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. INPLACE IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY HOME SERVICES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IF IT IS DETERMINED THAT INPLACE IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO INPLACE DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.

20. FURTHER DISCLAIMER

THE QUALITY OF THE HOME SERVICES SCHEDULED OR REQUESTED THROUGH THE USE OF THE PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE PROVIDER WHO ULTIMATELY PROVIDES SUCH HOME SERVICES TO THE CONSUMER. the consumer, and anyone acting on behalf of a consumer, UNDERSTANDS, THEREFORE, THAT USE of THE PLATFORM, AND SUCH PROVIDER, is at the consumer’s OWN RISK.

NOTHING IN THIS AGREEMENT OR THE PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.

BY USING THE PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE PLATFORM.

EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

21. Indemnification

You agree to defend, indemnify and hold harmless inPlace, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Platform.

22. Governing Law and Jurisdiction

All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in the City and County of Denver, although inPlace retains the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your location of residence or any other relevant location. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

23. Arbitration

At inPlace’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use or the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Colorado law.

24. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE 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.

25. Waiver and Severability

No waiver by inPlace of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of inPlace to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

26. Entire Agreement

The Terms of Use, Privacy Policy, inPlace Materials, and any other terms of service (including, if applicable, the Service Provider Terms and Conditions), constitute the sole and entire agreement between you and inPlace with respect to the Platform and any Home Services obtained or provided through the Platform, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform and any Home Services.

27. no third-party beneficiaries

These terms of use benefit solely inplace and you, and the respective permitted successors and assigns. nothing in these terms of use or use of the platform, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms of use and the use of the platform.

28. Your Comments and Concerns

The Platform is operated by inPlace Professionals, LLC.

All notices of copyright infringement claims should be sent to the copyright agent designated in inPlace’s Copyright Policy, below, in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Platform should be directed to: support@inplacepros.com or send a letter to: PO Box 350801, Westminster, CO 80035-0801

29. Copyright Policy

29.1 Reporting Claims of Copyright Infringement. inPlace takes claims of copyright infringement seriously. inPlace will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Service by submitting written notification to inPlace’s Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which inPlace can contact you (including your name, postal address, telephone number and, if available, e-mail address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is: support@inplacepros.com If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

29.2 Counter-Notification Procedures. If you believe that material you posted on the Platform was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with inPlace (a “Counter-. Notice”) by submitting written notification to inPlace’s copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

Your physical or electronic signature.
An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
Adequate information by which inPlace can contact you (including your name, postal address, telephone number and, if available, e-mail address).
A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Platform may be found) and that you will accept service from the person (or an agent of that person) who provided the complaint at issue.

Completed Counter-Notices should be sent to: support@inplacepros.com The DMCA allows inPlace to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Platform was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

29.3 Repeat Infringers. It is inPlace’s policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.