Agoyu Platform Terms of Use for Service Providers (Movers)

Last Updated: September 1, 2020

Acceptance of these terms

This Terms of Use Agreement for Service Providers ("Terms"), govern your access to, use of, and participation in the Platform made available by Agoyu, LLC, a Puerto Rico limited liability company ("Agoyu,""we," "our," or "us") or through Agoyu and the entirety of your relationship with Agoyu.  If you are a Service Provider, these Terms govern your relationship with us and not the Terms that are for Consumer Users (notwithstanding anything else to the contrary therein).

PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE PLATFORM, Service Provider AGREES TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN Service Provider MAY NOT ACCESS OR USE THE PLATFORM.

You represent and warrant that you have the authority to bind the Service Provider, your acceptance of the Terms will be deemed an acceptance by the Service Provider.

If you have any questions about these Terms or the Platform, please contact us by sending an email to [email protected], or by writing to Agoyu, Inc., at 11350 Random Hills Road Suite 130 Fairfax, VA 22030, ATTN: Agoyu Legal.

Key terms

"Collective Content" means User Content and Agoyu Content together.

"Content" means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, service requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.

"Consumer User" means a User who is registered to receive quotes for Moving Services, requests quotes for Moving Services, or otherwise uses the Platform to receive, pay for, review, or facilitate the receipt of Moving Services.

"User" means a person or entity who completes Agoyu's account registration process or a person or entity who submits or receives a request through Agoyu.

"Platform" means all Agoyu websites, mobile or other applications, software, processes and any other services provided by or through Agoyu.

"Moving Services" means the moving and related services listed, quoted, scheduled, offered or provided by Service Providers, or sought, scheduled or received by Consumer Users, through the Platform.

"Service Provider" means a User who is registered to send quotes for Moving Services, sends quotes for Moving Services, or otherwise uses the Platform to offer, provide, receive payment for, or facilitate the provision of Moving Services.

"Agoyu Content" means all Content Agoyu makes available on or through the Platform, including any Content licensed from a third party, but excluding User Content.

"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding Agoyu Content and Feedback.

Agoyu is not an agent or mover

Agoyu is not an agent of any Service Provider or Consumer User. Agoyu’s services are only offering a technology platform. Service Provider agrees it will rely on its’ own judgment and research independent of any communications or information Service Provider receives from Agoyu in deciding which Consumer Users to provide Moving Services to.  Agoyu is not responsible for any liabilities incurred by the Service Provider, Consumer Users or payments or amounts owed to Service Providers by Consumer Users or others.

AGOYU IS NOT ACTING AS A BROKER OF HOUSEHOLD GOODS. AGOYU IS NOT ARRANGING (OR OFFERING TO ARRANGE) FOR THE TRANSPORTATION OF HOUSEHOLD GOODS. AGOYU'S ROLE IS LIMITED TO PROVIDING A TECHNOLOGY PLATFORM ON WHICH SERVICE PROVIDERS AND CONSUMER USERS COMMUNICATE. NO AGENCY OR FIDUCIARY RELATIONSHIP IS INTENDED TO BE OR SHALL BE DEEMED TO HAVE BEEN CREATED BETWEEN AGOYU'S AND ANY CONSUMER USER OR SERVICE PROVIDER.

Service provider’s license to use the platform

Subject to Service Provider’s compliance with these Terms, Agoyu grants Service Provider a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for personal and non-commercial use and only in connection with access to and participation as a Service Provider on the Platform. Service Provider will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided AS IS. If Service Provider downloads or print a copy of Collective Content for use, Service Provider must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to Service Provider by implication or otherwise under any intellectual property rights owned or controlled by Agoyu or its licensors, except for the licenses and rights expressly granted in these Terms.

Intellectual property rights

Agoyu Content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Agoyu and its licensors exclusively own all right, title, and interest in and to information regarding the Consumer Users, Platform and Agoyu Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Agoyu used herein are trademarks or registered trademarks of Agoyu. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners. Service Provider acknowledges and agrees that the Platform is provided under a revocable license, and not sold, to the Service Provider. Service Provider does not acquire any ownership interest in the Platform or information related to the Consumer Users under these Terms, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Terms. Agoyu reserves and shall retain its entire right, title, and interest in and to the information regarding the Consumer Users and Platform, including all contact information, demographic information, copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to Service Provider in these Terms.

Mobile Application Provisions

These Terms govern Service Provider’s use of the Agoyu Mobile Application (the “Application”).  The Application is part of the Agoyu Platform.  The Application is licensed under a revocable license, not sold, to Service Provider. Service Provider may download, install, and use the Platform’s Application for Service Provider’s personal, non-commercial use on a single mobile device owned or otherwise controlled by Service Provider strictly in accordance with the Application's documentation

Agoyu may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. Service Provider agrees that Agoyu has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on mobile device settings, when mobile devices are connected to the internet either:

Service Provider shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should Service Provider fail to do so. Service Provider further agrees that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

Terms and policies

Please review Agoyu's Platform Privacy Policy, incorporated herein by reference, for information and notices concerning Agoyu's collection and use of Service Provider’s information. The provision and delivery of text messages by Agoyu or our text message service providers is governed by the applicable portions of these Terms, which are expressly incorporated herein. Please review the full set of key Agoyu policies applicable to Service Providers that govern Service Provider’s use of the Platform and our interactions with Service Provider and third parties. Certain areas of and/or products on the Platform may have different terms and conditions posted or may require Service Provider to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter take precedence with respect to Service Provider’s use of that area or product.

Compensation

In consideration for access to the Platform, Service Provider shall pay to Agoyu compensation ("Platform Fee") in the amount of $_______ for each Moving Services booking made by a Consumer User with the Service Provider through the Platform. Service Provider shall maintain a payment method on file with Agoyu and authorizes Agoyu to process the payment of the Platform Fee immediately upon confirmation of the booking.  Platform Fees are fully earned upon a booking of Moving Services by a Consumer User.

To use the Platform Service Providers must provide one or more Payment Methods. Service Provider authorizes us to charge any Payment Method associated to Service Provider’s account in case Service Provider’s primary Payment Method is declined or no longer available to us for payment of Platform Fees. Service Provider remains responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, we may suspend access to the Platform until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge the Service Provider certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method. Payments made with respect to Platform Fees are nonrefundable even if the Consumer User ultimately does not carry through with the booking or breaches their agreement to pay the Service Provider.

Disclaimers

USE OF THE PLATFORM AND PROVIDING MOVING SERVICES SHALL BE SOLELY AT SERVICE PROVIDER’S OWN RISK. SERVICE PROVIDER ACKNOWLEDGEs AND AGREES THAT AGOYU DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION AND OTHER BACKGROUND CHECKS, INCLUDING BUT NOT LIMITED TO SERVICE PROVIDERS AND CONSUMER USERS. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AGOYU AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE MOVING SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT AND INFORMATION PROVIDED BY CONSUMER USERS. AGOYU MAKES NO WARRANTY THAT THE PLATFORM OR SERVICES PROVIDED WILL MEET Service Provider’s REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. AGOYU ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO Service Provider’s COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF ACCESS TO OR USE OF THE PLATFORM. AGOYU SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY CONSUMER USER OR OTHER THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AGOYU OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SERVICE PROVIDERS ARE SOLELY RESPONSIBLE FOR ALL OF THEIR COMMUNICATIONS AND INTERACTIONS WITH CONSUMER USERS OR OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM THEY COMMUNICATE OR INTERACT AS A RESULT OF THE USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CONSUMER USERS, SERVICE PROVIDERS OR SERVICE RECIPIENTS. Service Provider UNDERSTAND THAT AGOYU DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY CONSUMER USERS OR SERVICE PROVIDERS. AGOYU MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. Service Provider AGREES TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM Service Provider COMMUNICATE OR INTERACT AS A RESULT OF Service Provider’s USE OF THE PLATFORM, PARTICULARLY IF Service Provider DECIDES TO MEET OFFLINE OR IN PERSON AND PROVIDE OR RECEIVE MOVING SERVICES. AGOYU EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.

AGOYU IS NOT RESPONSIBLE FOR ANY ERRORS OR DELAYS IN RESPONDING TO A REQUEST OR REFERRAL FORM CAUSED BY, INCLUDING BUT NOT LIMITED TO, AN INCORRECT EMAIL ADDRESS OR OTHER INFORMATION PROVIDED BY SERVICE PROVIDERS OR CONSUMER USERS OR OTHER TECHNICAL PROBLEMS BEYOND OUR REASONABLE CONTROL.

Eligibility and use of the platform

Access to and use of the Platform is available only to Service Providers who are (i) authorized to conduct business in their jurisdiction of organization and in all locations where they conduct business, (ii) who have all appropriate governmental approvals and licenses to provide Moving Services, and (iii) who have industry standard insurance coverage.  By accessing or using the Platform, the Service Provider represents and warrants that it is eligible.

Account registration and other submissions

Service Provider must register to access and participate in certain features of the Platform, and will need to create a password-protected account ("Account"). We may allow Service Providers to register for an Account using certain third-party account and log-in credentials ("Third-Party Site Password"), such as Facebook or Google credentials. Service Providers agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when using the Platform, and to update information to keep it accurate, current, and complete. Service Providers are solely responsible for safeguarding their Agoyu password and, if applicable, their Third-Party Site Password. Service Providers are solely responsible for all activity that occurs on their Account, and Service Provider will notify Agoyu immediately of any unauthorized use. Agoyu is not liable for any losses by any party caused by an unauthorized use of an Account. Notwithstanding the foregoing, Service Providers may be liable for the losses of Agoyu or others due to such unauthorized use. Service Providers accounts are nontransferable except with Agoyu’s written permission and in line with Agoyu policies and procedures.

Contacts and accuracy of estimates

By using this Platform and responding to requests for a quote for Moving Services (a “submission”), Service Providers indicate their desire to be connected with Consumer Users. Service Providers understand that they must respond promptly and accurately to submissions and that they will respond with a good faith estimate of the actual cost to the Consumer User of receiving the Moving Services based upon the information provided in the submission. Service Providers agree to comply with any Agoyu policies regarding the providing of estimates and the contact and interaction with Consumer Users.

Tracking communications

In some instances, Agoyu may choose to track the occurrence of communications between Consumer Users and Service Providers that occur off of the Platform via email, phone call, SMS text message, third-party websites, or any other means, whether initiated by a Consumer User or Service Provider. In order to track the occurrence of such communications, Agoyu may obscure Service Provider contact information in a Service Provider profile, replace Service Provider contact information in a Service Provider profile with a different piece of contact information that will forward to the Service Provider, or take any other step reasonably calculated to track the occurrence of such communications. Except as explicitly stated herein, we will not record or review the content of any communications that do not come into contact with the Agoyu Platform unless we first obtain permission.

If Service Provider sends text messages with a Consumer User or Service Provider using the telephone number for that User available on the Platform, we may use a third-party service provider to track these text messages. We may track these text messages for fraud prevention, to enforce these Terms, and for quality and training purposes. As part of this process, Agoyu and its service providers may receive in real time and store data about text message, including the date and time of the text message, phone number, and the content of the text message.

Prohibitions

Service Providers may not:

  • Use another person's Account, misrepresent yourself or Moving Services offered through the Platform, misrepresent Service Provider’s identity or qualifications, misrepresent information in a quote request, or post Content in any inappropriate category or areas on the Platform;
  • Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Platform for any purpose without Agoyu's prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Agoyu reserves the right to revoke these exceptions either generally or in specific cases);
  • In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Platform information or Content including but not limited to, for use on a mirrored, competitive, or third-party site;
  • Transmit more response messages through the Platform in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
  • Take any action that (a) may unreasonably encumber the Platform's infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses or any other technologies that may harm Agoyu or users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or (g) circumvents or manipulates any fees owed to Agoyu, a Service Provider, or by a Service Provider;
  • Use the Platform in any manner that circumvents Service Provider’s obligation to pay Agoyu for access to services provided by the Platform, including Platform Fees;
  •  Violate any other agreements the Service Provider may have with Agoyu;
  • Collect, harvest, or publish any personally identifiable data including but not limited to names or other account information, from the Platform, or use the communication systems provided by the Platform for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
  • Use any information, data, or information regarding Consumer Users for any purpose other than for using the Platform to provide estimates for and/or providing Moving Services;
  • Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Platform, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
  • Submit User Content that damages the experience of any user including but not limited to (a) requests to download non-Agoyu mobile applications and/or links that direct the user to mirrored websites where the user must enter information that is redundant with what has already been entered on Agoyu, (b) offers to provide a Moving Service or any other service outside of Agoyu, or (c) using a profile page or user name to promote services not offered on or through the Platform;
  • Take any action that may undermine the efficacy or accuracy of reviews or ratings systems;
  • Solicit  for providing a Moving Service with no intention of following through with providing the Moving Service or with no intention of doing so in accordance with the Serivce Provider’s estimate;
  • Agree to provide a Moving Service when Service Provider cannot meet a Consumer User’s requirements;
  • Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Platform; and
  • Attempt to indirectly undertake any of the foregoing.
  • copy the Platform, except as expressly permitted by this license;
  • sell, transfer, license or otherwise provide a Consumer User’s information except as necessary for the Service Provider to provide the Moving Service to the Consumer User;
  • modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;
  • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
  • remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
  • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time; or
  • remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.

User content

We may, in our sole discretion, permit Service Provider to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, Service Provider hereby grants to Agoyu a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Platform or Moving Services, or for any other purpose in our sole discretion, except that the contents of private messaging through the Platform will not be used by Agoyu in public advertising. In the interest of clarity, the license granted to Agoyu shall survive termination of the Platform or Service Provider’s Account. Agoyu does not claim ownership rights in User Content and nothing in these Terms will be deemed to restrict rights that Service Providers may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by Service Providers.

Service Provider acknowledges and agrees that it is solely responsible for all User Content that it makes available on or through the Platform. Accordingly, Service Provider represents and warrants that: (a) it either is the sole and exclusive owner of all User Content that it makes available on or through the Platform or it has all rights, licenses, consents and releases that are necessary to grant to Agoyu the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor Service Provider’s posting, uploading, publication, submission or transmittal of the User Content or Agoyu's use of the User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While it has no obligation to do so, Service Provider agrees that Agoyu may proofread, summarize or otherwise edit and/or withdraw Service Provider’s User Content, and Service Provider understands it remains Service Provider’s sole responsibility to monitor User Content and ensure that such edited Content is accurate and consistent with Service Provider’s representations and warranties in these Terms.

Agoyu 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 for any reason, in violation of these Terms or otherwise harmful to the Platform or users, or for any other reason.

Disputes between or among users

Agoyu values our Service Providers and Consumer Users, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help users resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Platform cannot be resolved independently, Service Provider agrees, at Agoyu's request, to participate in good faith, to the extent Service Provider is reasonably able to do so, in a neutral resolution or mediation conducted by Agoyu or a neutral third-party mediator or arbitrator selected by Agoyu. Notwithstanding the foregoing, Service Provider acknowledges and agrees that Agoyu is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.

Feedback

By sending us any feedback, comments, questions, or suggestions concerning Agoyu or our services, including the Platform (collectively, “Feedback”) Service Provider represents and warrants (a) that it has the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that the Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, Service Provider further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iii) irrevocably waive, and cause to be waived, against Agoyu and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of Service Provider’s Account or the Platform.

Copyright policy

We expect Users to respect copyright law. In appropriate circumstances we will terminate the Account of any user who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders.

 

Export controls

The Platform may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. Service Provider shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Service Provider shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the U.S.

Not party to agreement between users; no endorsement

Agoyu does not endorse any User, user, Consumer User, or any Service Provider, and Agoyu is not a party to any agreements between or among users, Users, Service Providers, Consumer Users or third parties. No agency, partnership, joint venture, or employment is created as a result of the Terms or any user's or User's, Service Provider’s, or Consumer User’s use of any part of the Platform, including but not limited to any estimating, scheduling or other services. Neither Agoyu nor any Users or users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Users are required by these Terms to provide accurate information, and although Agoyu may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any user or their purported identity or background, regardless of the specific Agoyu services they are using or any involvement by Agoyu personnel in providing or scheduling those services.

Any reference on the Platform to a User being licensed or credentialed in some manner, indicates only that the User has completed a relevant account process or met user review standards, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Agoyu and is not verification of their identity and whether they are trustworthy, safe or suitable. Instead, any such description is intended to be useful information for Service Provider to evaluate when Service Provider makes your own decisions about the identity and suitability of others whom you contact or interact with via the Platform. Service Providers should always exercise responsibility, due diligence and care when deciding whether to have any interaction with any other User. Except as specifically described in the Agoyu Guarantee and including its exclusions and limitations, Agoyu has no responsibility for any damage or harm resulting from for Service Provider’s interactions with other Users, including Consumer Users.

The Collective Content may contain links to third-party websites, offers, or other events/activities not owned or controlled by Agoyu. We do not endorse or assume any responsibility for any such links, and if Service Provider accesses them, Service Provider does so at its’ own risk.

By using the Platform, Service Provider understands and agrees that any legal remedy or liability that Service Provider seeks to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties. Service Provider agrees not to attempt to impose liability on or seek any legal remedy from Agoyu with respect to such actions or omissions.

Sanctions for violations of these terms

Without limiting any other rights reserved herein, Agoyu may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between Service Provider and Agoyu, including but not limited to removing User Content Service Provider posted, limiting Account access, requiring forfeiture of certain funds or paid fees, assessing monetary penalties or costs, terminating Service Provider’s Account, notifying other Users of the termination of Service Provider’s Account and/or the violation of these Terms, decreasing Service Provider’s status or search rank, canceling quotes or postings, blocking access, investigating Service Provider, and/or cooperating with law enforcement agencies in investigation or prosecution.

Account suspension or termination

We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel Service Provider’s Agoyu Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to Service Provider: (a) Service Provider’s Account will be deactivated or suspended, password will be disabled, and Service Provider will not be able to access the Platform or User Content, or receive assistance from Agoyu support teams; (b) if appropriate in our sole discretion, we may communicate to other Users that Service Provider’s Account has been terminated, blocked, suspended, deactivated, cancelled, or otherwise penalized in any way, and why this action has been taken. Service Provider’s may cancel use of the Platform and/or terminate their Account at any time. Please note that if Service Provider’s Account is cancelled, we do not have an obligation to delete or return to Service Provider any Content Service Provider has posted to the Platform, including, but not limited to, any reviews.

Governing law & venue

The Terms and the relationship between the Service Provider and Agoyu shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. The Service Provider agrees that any claim or dispute between the Service Provider and Agoyu must be resolved exclusively by a court located in Fairfax County, Virginia, or the United States District Court, Eastern District of Virginia, located in Alexandria, Virginia. The Service Provider agrees to submit to the personal jurisdiction of the courts located within Fairfax County, Virginia, or the United States District Court, Eastern District of Virginia, located in Alexandria, Virginia, for the purpose of litigating all such claims or disputes. The Service Provider hereby waives any and all jurisdictional and venue defenses otherwise available.

Limitation of liability

SERVICE PROVIDER ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF Service Provider’s ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, Service Provider’s OFFERING OR PROVIDING MOVING SERVICES THROUGH THE PLATFORM, AND ANY CONTACT Service Provider MAY HAVE WITH OTHER USERS OF AGOYU OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH Service Provider. NEITHER AGOYU NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AGOYU HAS 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) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, OR PUNITIVE DAMAGES; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM, MOVING SERVICES OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM Service Provider COMMUNICATE OR INTERACT AS A RESULT OF Service Provider’s USE OF THE PLATFORM; (G) Service Provider’s OFFERING OR PROVIDING MOVING SERVICES OR REQUESTING OR RECEIVING MOVING SERVICES THROUGH THE PLATFORM; (H) THE LOSS OF ANY GOODS, POSSESSIONS, PROPERTY, OR OTHERWISE; OR (I) DAMAGE TO ANY PROPERTY, REAL OR PERSONAL.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF AGOYU AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, MOVING SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY MOVING SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO AGOYU BY A SERVICE PROVIDER TO AGOYU IN CONNECTION WITH THE MOVING SERVICES HEREUNDER WITHIN THE SIX (6) MONTHS IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

Indemnification and release

Service Provider agrees to release, defend, indemnify, and hold Agoyu 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) Service Provider’s violation of these Terms; (b) Service Provider’s User Content; (c) Service Provider’s interaction with any User or user; and (d) the offer or provision of Moving Services by Service Provider, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Moving Services.

Modifications

Agoyu reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. Agoyu will notify Service Provider’s of changes by posting on the Agoyu Terms of Use - Movers website, sending Service Provider’s a message, and/or otherwise notifying Service Provider’s when they are logged into their Account. Modifications will become effective thirty (30) days after the earliest of: (a) modifications being posted on the Platform; (b) Agoyu’s transmission of a message to Service Provider’s about the modifications; or (c) Service Provider’s are otherwise notified when they are logged into their Account. Service Provider’s use of the Platform after the expiration of the thirty (30) days shall constitute Service Provider’s consent to the changes. If Service Provider’s do not agree, Service Provider’s may not access or use the Platform. Agoyu may terminate this Agreement at any time upon a notice posted to the Platform’s website.

General

Force Majeure: Other than payment obligations, neither Agoyu nor Service Provider’s shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, pandemics, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

 

No Third-Party Beneficiaries: Service Provider agrees that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

 

Contacting Service Provider and E-SIGN Consent: Service Provider agrees that Agoyu may provide Service Providers with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Platform. With Service Provider’s consent, Agoyu, Consumer Users, Service Providers, or other individuals may also contact Service Providers by telephone or through text messages. If Service Provider has agreed to receive text messages or telephone calls from Agoyu, Consumer Users, Service Providers, or other individuals Service Provider also consents to the use of an electronic record to document Service Provider’s agreement. Service Provider may withdraw their consent to the use of the electronic record by sending an email to [email protected] with "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding Service Provider’s enrollment in this Platform, Service Provider will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of Service Provider’s contact information, send an email to [email protected] with contact information and the address for delivery.

 

Assignment.  The Service Provider may not assign any of its’ rights or delegate any of its’ obligations under these Terms without Agoyu’s prior written consent. Any purported assignment or delegation in violation of this provision is null and void. No assignment or delegation relieves the Service Provider of any of its’ obligations under these Terms.

 

Severability.  If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

 

Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by Agoyu on the Platform, shall constitute the entire agreement between Service Provider and Agoyu concerning the Platform or Moving Services obtained through the Platform. Except as explicitly stated herein, if any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.

 

Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Agoyu's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

 

Statute of Limitations: Service Provider agrees that regardless of any statute or law to the contrary, any claim against Agoyu arising out of or related to the Platform or the Moving Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

 

Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.