This Lawn Care Services Agreement (“Agreement”) by and
between you, the party clicking through to accept this Agreement, (“You”) and
LawnStarter, Inc. (“LawnStarter”) constitutes a binding agreement among the
Parties. Upon the date of Your acceptance of this Agreement (“Effective Date”),
You agree to be bound by the terms and conditions of this Agreement. You and LawnStarter may
each be referred to as a “Party” or collectively, the
If You are entering into this Agreement on behalf of a company,
organization or another legal entity (an “Entity”), You are agreeing to this
Agreement for that Entity and representing to LawnStarter that You have the authority to
bind that Entity and its affiliates to this Agreement, in which case the term
“You” or related capitalized terms herein will refer to such Entity and its
affiliates. If You do not have such authority, or if You do not agree with this Agreement,
You must not agree to be bound by this Agreement and may not perform Services (defined
- Scope. Pursuant to
LawnStarter’s Terms of Service agreed to by LawnStarter’s customers (each a
“Customer”), Customer is subscribing to the LawnStarter service for the
provision of lawn and yard care services (“Services”). You agree to provide
the Services to Customer pursuant to the terms and conditions of this Agreement and in
accordance with the Customer’s order (“Order”). In order to provide
the Services hereunder, You are required to use the online LawnStarter platform
(“Platform”), which is subject to separate terms and conditions.
- Customers. As between the
Parties, LawnStarter will retain ownership of the Customers. You acknowledge and agree
that You will not contact or provide Services to Customers other than as permitted
hereunder. The foregoing will not apply to any of Your customers to whom you provided
services prior to the Effective Date or that You otherwise acquire outside of this
Agreement (“Your Clients”).
- Performance of Services.
- Each Order will include reasonable details, at a minimum,
about the Services, Fees charged, general description of Services required, and the
Customer contact information (name, physical address, phone number). You and LawnStarter
agree to cooperate in good faith to achieve satisfactory completion of the Services in a
timely and professional manner.
- Once You agree to perform Services pursuant to an Order, You
may not modify the Fees (defined below), unless agreed in writing by LawnStarter.
- The Parties will each designate a representative to interface
and facilitate the successful completion of the Services. You are not permitted to
provide Services through a subcontractor, unless agreed in writing by
- LawnStarter agrees to provide, at no cost to You, timely and
adequate assistance and other resources reasonably requested by You to enable Your
performance of the Services.
- In performing the Services, You will provide the resources,
materials, tools, equipment, and utilize qualified personnel as it deems necessary to
perform the Services or any portion thereof. Customer may object to Your personnel by
specifying its objection to You or LawnStarter, in which case the Parties will cooperate
in good faith to assign new personnel or transfer the Customer to another service
provider to perform the Services. You may replace personnel in the normal course of
business, provided that You will be responsible for the performance of Services by all
- If LawnStarter reasonably determines that a Customer may be
better served by a different service provider, LawnStarter may transfer the Customer to
a different service provider without liability, upon notice to You.
- You will control the method and manner of performing all work
necessary for completion of Services, including but not limited to the supervision and
control of any personnel performing Services.
- Fees; Payment Terms; Damage fee.
- LawnStarter will pay You the fees to provide the Services as
set forth in an Order (“Fees”). Fees will be payable in accordance with the
Order, except for Fees that Customer disputes in good faith.
- In addition to the Fees, You will be responsible for travel
expenses, payment of Your personnel, resources, materials, tools, equipment, and
communications used in connection with provision of the Services
- You will be responsible for any and all taxes related to the
Services, including taxes related to your personnel, other than taxes on
- LawnStarter may charge administrative or service fees, or
pass through service provider fees, such as payment processor fees (“Service
Fees”). Service Fees may be charged directly to You or withheld from Fees, at
LawnStarter’s sole discretion.
- You shall have adequate insurance to cover Your performance of the Services
and if You do not, You will pay the Damage Fee assessed to You by LawnStarter to
cover Your performance.You will name LawnStarter as an additional insured on Your
insurance policy which shall be primary and contain a waiver of subrogation against
LawnStarter and its insurers.
- Relationship of the Parties and Background Checks..
- You are an independent contractor and will maintain complete
control of and responsibility for your personnel, methods, and operations. At no time
will You hold yourself out as an agent, subsidiary or affiliate of LawnStarter for any
purpose, including reporting to any government authority. This Agreement will not be
construed so as to create a partnership, other joint venture or undertaking, or any
agency relationship between the Parties, and neither Party shall become liable for any
representation, act or omission of the other Party or have the authority to
contractually bind the other Party. Any Fees, Expenses, or other amounts paid by
LawnStarter to You will not be considered salary for pension or wage tax purposes and
neither You nor Your personnel will be entitled to any fringe benefits, including sick
or vacation pay, or other supplemental benefits of LawnStarter. Unless otherwise
required by law, LawnStarter will not be responsible for deducting or withholding from
Fees or Expenses any taxes, unemployment, social security or other expense.
- You hereby acknowledge and agree that LawnStarter may conduct
credit and background checks on You and Your personnel, as reasonably required to
determine Your suitability to perform Services.
- You expressly consent to be contacted by LawnStarter for any and all purposes
arising out of or relating to this Agreement and the Services hereunder, at any
telephone number, or physical or electronic address you provide or at which you may
be reached. You agree LawnStarter may contact you in any way, including SMS messages
(including text messages), calls using prerecorded messages or artificial voice, and
calls and messages delivered using auto telephone dialing system or an automatic texting
system. You consent to receive SMS messages (including text messages), calls and messages
(including prerecorded and artificial voice and autodialed) from LawnStarter at the
specific number(s) You have provided to LawnStarter, or numbers LawnStarter can reasonably
associate with your account (through skip trace, caller ID capture or other means),
with information or questions about this Agreement and the Services. You certify, warrant
and represent that the telephone numbers that You have provided to LawnStarter are your
contact numbers. You represent that You are permitted to receive calls at each of the
telephone numbers You have provided to LawnStarter. You agree to promptly alert LawnStarter
whenever you stop using a particular telephone number. You acknowledge that Your cellular
or mobile telephone provider may charge you according to the type of plan you carry.
You agree that in the even of any dispute with a Customer, Lawnstarter has your consent
to give the Customer the information about you in this Section 5.
- Term and Termination.
- This Agreement will commence on the Effective Date and will
remain effective until terminated in accordance with the terms of this Section (the
- This Agreement may be terminated by either Party with or
without cause upon written notice to the other Party.
- Upon termination of this Agreement, You will immediately
cease performing any Services, and LawnStarter will pay You any Fees not yet paid for
Services provided on or prior to termination.
- The following Sections will survive any termination of the
Agreement: 2, 4, 6.4, and 7-10. Termination of this Agreement will be without prejudice
to other rights or remedies of any Party under this Agreement or applicable law,
including, without limitation, any remedies for a breach of this Agreement prior to such
- Warranties, Limitation of Liability.
- You hereby represents and warrants that:
- You have all authority, licenses, permits, and consents
necessary to enter into and perform its obligations under this Agreement, and will fully
comply with all applicable laws and regulations in performing the Services;
- Your personnel are, and will have the ability to prove on
demand that they are, legally entitled to work in the United States;
- the Services will be performed in a timely, professional,
and workman-like manner by You and Your personnel, consistent with generally-accepted
industry standards; and
- You are under no contractual or other restrictions or
obligations which are inconsistent with the execution of this Agreement, or, to its best
knowledge, which will interfere with its performance of the Consulting Services.
- EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, LAWNSTARTER
EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW ALL OTHER
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
ACCURACY, NON-SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, OR
ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND ALL SUCH REPRESENTATIONS
AND WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
THESE DISCLAIMERS AND EXCLUSIONS WILL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED
REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN
CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL LAWNSTARTER, OR ITS AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER
SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, BUSINESS INTERRUPTION
OR ANY OTHER LOSS INCURRED BY YOU OR A THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR
THE SERVICES, REGARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR
COULD HAVE FORESEEN SUCH DAMAGES.
- LAWNSTARTER’S AGGREGATE LIABILITY ARISING OUT OF THIS
AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY SERVICES, WILL IN NO EVENT EXCEED THE FEES
PAID BY CUSTOMER PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO
ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL
LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF YOU WERE TO
ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
- Some jurisdictions do not allow the exclusion of implied
warranties or limitation of liability for incidental or consequential damages, which
means that some of the above limitations may not apply. IN THESE JURISDICTIONS, EACH
PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Indemnification.You will
indemnify and hold LawnStarter harmless, from and against any claim against LawnStarter
by a third party, including a Customer, related to this Agreement or Your provision of
Services (each a “Claim”). You will, at Your expense, defend a Claim and pay
damages finally awarded against LawnStarter in connection therewith, including the
reasonable fees and expenses of the attorneys engaged by LawnStarter for the defense,
provided that (a) LawnStarter promptly notifies You of the threat or notice of a Claim,
and (b) LawnStarter will have the sole and exclusive control and authority to select
defense attorneys, defend or settle any Claim. You will fully cooperate with LawnStarter
in connection with any Claim.
- By virtue of this Agreement, the Parties may have access to
information that is confidential to one another (“Confidential
Information”). We each agree to disclose only information that is required for the
performance of obligations under the agreement. Confidential Information will be limited
to the terms of this Agreement, your data residing in the Platform environment, Customer
data, and all information clearly identified as confidential at the time of
- A Party’s Confidential Information will not include
information that: (a) is or becomes a part of the public domain through no act or
omission of the other Party; (b) was in the other Party’s lawful possession prior
to the disclosure and had not been obtained by the other Party either directly or
indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a
third party without restriction on the disclosure; or (d) is independently developed by
the other Party without use of or reference to the other Party’s Confidential
- The Parties each agree to hold each other’s
Confidential Information in confidence for a period of three years from the date of
disclosure. Also, each Party agrees to disclose Confidential Information only to those
employees or agents who are required to protect it against unauthorized disclosure in a
manner no less protective than under this Agreement. LawnStarter will protect the
confidentiality of Your data residing in the Platform environment in accordance with the
incorporated herein by reference. Nothing will prevent either Party from disclosing the
other Party’s Confidential Information in connection with any legal proceeding
arising from or in connection with this Agreement or from disclosing the Confidential
Information to a governmental entity as required by law. You agree that
LawnStarter will communicate with you by email, telephone, push notification, and SMS or
During the Term and for a period of one year thereafter, each Party agrees that it will not: (a)
directly or indirectly induce any Customer or Your Client, as applicable, to patronize
that Party or any similar business; (b) directly or indirectly request or advise any
Customer or Your Client to withdraw, curtail, or cancel their business with the other
Party; or (c) make any statement disparaging the other Party, any member, principal,
officer, director, shareholder, employee or agent thereof, to any person, firm,
corporation or other business organization whatsoever. Nothing herein will prohibit
either Party from performing Services to Customers or Your Clients who (x) respond to
general advertising by a Party, (y) voluntarily withdraw or cancel their business with a
Party, or (z) contact a Party directly.
- No Waiver.
Neither Party waives any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or
by failing to exercise any right hereunder. Any waivers granted hereunder are effective
only if recorded in a writing signed by the Party granting such waiver.
In the event You provide suggestions, comments, or other feedback (“Feedback”) to LawnStarter with respect to
the Services or the Platform, You hereby assign to LawnStarter all right, title, and
interest in and to the Feedback and LawnStarter will be free to reproduce, make, use,
create derivative works of, display, import, transmit, distribute, license, sell, offer
to sell, or otherwise dispose of Feedback (and derivative works thereof) without
obligation of any kind to You.
- Assignment and Change of Control.
You may not assign any part or all of this Agreement without LawnStarter’s prior
written consent. LawnStarter may assign this Agreement at any time without notice or
consent. Any attempt to assign in violation of this Section is void in each instance.
- Governing Law, Venue, and Jurisdiction.
This Agreement is governed by Texas law, excluding its conflicts of law rules. Developer irrevocably submits to venue and exclusive personal jurisdiction in the
federal and state courts in Travis County, Texas, for any dispute arising out of this
Agreement, and waives all objections to jurisdiction and venue of such courts.
Any controversy or claim arising out of this Agreement, including any controversy or claim as to
requirement of arbitration, shall be settled by binding arbitration in accordance with
the rules of the American Arbitration Association (“AAA”). The
arbitration shall be conducted in Austin, Texas. There shall be one arbitrator to
be mutually selected by the Parties. If the Parties are unable to agree upon an
arbitrator within 30 days of the demand for arbitration having been filed, an arbitrator
shall be appointed by AAA. Judgment on the arbitration award may be entered in any
court having jurisdiction thereof. In any such arbitration proceeding, the Parties
shall have the right to conduct all discovery allowed under the Texas Code of Civil
Procedure. The arbitrator in any such arbitration proceeding shall make a
determination as to the prevailing party and award such prevailing party its reasonable
attorneys’ fees, expenses, and other litigation costs incurred in bringing or
defending such arbitration. In the event the dispute to be arbitrated is for disputed
Fees, the arbitrator shall take into account the amount in dispute in determining how
much discovery to allow and how extensive the briefing and hearings may be. In no
event shall the awardable attorneys’ fees and costs incurred in such dispute
exceed more than fifty percent (50%) of the amount in dispute.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND LAWNSTARTER ARE EACH WAIVING THE RIGHT TO A
TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS ACTION
OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND LAWNSTARTER OTHERWISE
AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS,
AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
IF THIS SPECIFIC PARAGRAPH IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF THIS
“DISPUTE RESOLUTION” SECTION WILL BE DEEMED VOID. EXCEPT AS PROVIDED IN THE PRECEDING
SENTENCE, THIS “DISPUTE RESOLUTION” SECTION WILL SURVIVE ANY TERMINATION OF THIS
If any provision of this Agreement is determined by any court or governmental authority to be unenforceable,
the Parties intend that this Agreement be enforced as if the unenforceable provisions
were not present and that any partially valid and enforceable provisions be enforced to
the extent that they are enforceable.
Except as expressly provided herein, all notices, requests, demands, and other communications under this Agreement
will be delivered in writing and will be deemed to have been duly given: (i) on the
next day if delivered personally to the Party, (ii) on the date three days
after mailing if mailed by registered or certified mail, or (iii) on the next day
if delivered by courier. The Parties will send all notices to addresses listed on the
Platform or at another address as may be provided by a party from time to time.
- Entire Agreement.
This Agreement constitutes the complete and final agreement of the Parties pertaining to the subject
matter herein and supersedes the parties’ prior agreements, understandings and
discussions relating to subject matter herein. No modification of this Agreement is
binding unless it is in writing and signed by both Parties.