Platform Services Agreement
Welcome to Modern Day Village!
The Site is operated by Modern Day Village LLC, a Vermont limited liability company. Unless otherwise specified, the entity controlling the Site you are accessing is referred to herein as “Company” “we,” “us” or “our”. For the purposes of the Terms “you” means, collectively, the person using the Site.
You should read through all the Terms carefully. The Terms constitute a legally binding agreement between you and the Company. You are not authorized to use this Site unless you are at least 18 and able to enter into legally binding contracts. We do not knowingly collect the information of anyone under the age of 18. If you happen to have arrived on the Site after having been re-directed or otherwise clicking on another website, you agree that our Terms shall govern your use of this Site.
II. How does Modern Day Village Work?
The Site is a neutral platform (the “Platform”) that provides the opportunity for people to connect to provide and/or receive products or services (either for the purposes of this PSA, “Services”) from each other, communicate with each other and enter into services agreement (“Services Agreements”) for the purchase and sale of Services related to a project (a “Project”). We refer to people looking to sell Services as a “Provider” and people looking to buy Services by commencing a Project, a “Customer”, and either party or others who may access this Site, a “User”. Certain types of Services are not permitted on this Site (the “Excluded Services”). For an up-to-date list of Excluded Services, please see here.
We are not a party to any transaction between the users of the Platform. We urge all Users to be responsible about their use of this Site and the Platform, information they share while on the Site and the Platform, and any transaction entered into as a result of either listing a Service or requesting a Service. The old adage of “Buyer beware” and also “Seller beware” is one we encourage to keep in mind as a guide when using the Platform. For the avoidance of doubt, we do not control any aspect of the actual performance or receipt of the Service, do not make any warranty or representation with respect to the suitability of any Service, the work product or quality of the work performed by a Provider and are not responsible for the Users agreements with respect to payment. While we do require that Providers submit certain information to gain access to the Platform to offer their Services, as more fully set forth herein, we do NOT verify Providers or otherwise vouch for, recommend, or endorse Providers (either, a “Endorsement”), and even though a Provider may be featured on the Site (which may be obtained by Provider through advertising on the Site) this does not signify or represent an Endorsement.
Because we are not a party to any Service Agreement between Customers and Providers, any part of the Services, including the performance or legality of the Services, the truth or accuracy of a Service listings, Project or Project proposal (including the content thereof or any review relating to a Provider), compliance with all applicable laws and the ability of Customers and Providers to enter into Service Agreements are solely the responsibility of the Customers and Providers. This includes, without limitation, the obligation of any Provider who is a licensed professional or must be a licensed professional to provide the Services they seek to provide to comply with all applicable laws, regulations, rules, codes, statutes and all other policies related to their profession, the maintenance of their license and/or requirements related to their provision of Services they seek to or actually provide to Users. We shall not, by reason of your use of this Site or otherwise, be deemed to be your employee, franchisee, client, business associate, or agent, and we shall have no power to enter into any Service Agreements on your behalf or bind you. We do need to point out that even though we are not a party to any Service Agreement and assume no liability or responsibility for legal or regulatory compliance pertaining to Services listed on the Site, there may be occasions where we are obligated by law (as we may determine in our sole discretion) to provide information relating to Services and Services Agreements in order to comply with the law or lawful order related to certain governmental investigations, litigation or administrative proceedings. You agree to indemnify, defend, and hold harmless the Company, its parents, affiliates and/or subsidiaries, and each of their respective directors, officers, partners, members, managers, employees, contractors, suppliers, representatives, agents and attorneys (the “Company Parties”), harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from any dispute between Customers and Providers or Users of this Site and the Platform.
For more help with ModernDay Village, please see our support articles.
III. Creating and Maintaining Your Presence on the Platform
If you desire to be a Customer and/or a Provider, you will be prompted to create an account (the “Account”), which includes a sign-in name which will be the User’s email address (“Sign-In Name”), a password (“Password”), possible certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”) as well as information (and in some cases as more fully set forth below, pictures and other files and documents) specific to you and/or the Services you desire and/or are offering as prompted during the account creation process (the “Registration Information”). When creating your account, you shall provide true, accurate, current, and complete Registration Information and you warrant and represent that you shall keep the information current, accurate and up-to-date for so long as you maintain an Account. You may be given the opportunity to upload pictures of yourself and/or if you are a Provider, your work as samples of the Services you wish to offer. You represent and warrant that you have the legal rights to any such pictures uploaded onto the Site.
Upon the User completing the creation of an Account, prior to the Account “going live”, the Company reserves the right to review the Account for compliance with the Site’s Terms. Should the Company elect not to set the Account live, the Company will endeavor to send the User an email (if a functioning email address is provided) regarding what corrections, if any, the User may need to make in order to comply with the Site’s Terms to gain access to the Platform. Notwithstanding the foregoing and for the avoidance of doubt, (a) the Company’s approval of an Account or any Content (as hereinafter defined) shall not be deemed to be an endorsement of the User and/or the Users Services; (b) the Company’s rejection of an Account or any Content shall not be deemed to be a commentary on the User or the User’s Services, if applicable, other than the fact that the Registration Information does not meet, in the Company’s sole and absolute discretion, the Site’s Terms; and (c) the Company’s decision under (a) or (b) shall be non-appealable and final and the Company shall not be liable for either its approval or rejection of an Account or any Content. Furthermore, the Company’s rights and discretion under (a)-(c) above shall apply to any future additions and/or modifications to a User’s Account and/or Content.
Each Sign-In Name and corresponding Password and Unique Identifiers shall be used by only one User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered or payments made through the Site using one or more of them. You shall promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. Further, we may, without notice to you, suspend or cancel your Account or any Project at any time even without receiving notice from you if we suspect, in our sole discretion, that your Account with us or your email account is being used in an unauthorized or fraudulent manner. In any event and for the avoidance of doubt, the Company shall not be liable for any loss or damage caused by any unauthorized use of your Account.
You retain all ownership rights in any content (the “Content”) you post on the Site. For the avoidance of doubt, all Content must be consistent and in compliance with the Terms. To the extent permitted by applicable law, you also grant to the Company and our successors and assigns a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, distribute, perform, display, and make derivative works of all such content and your name, voice, and/or likeness as contained in your Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site, the Company’s, our successors’ and assigns’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels (including without limitation news media, email marketing, social media, etc.). You also hereby grant each User and each Site Visitor a non-exclusive license to access your Content through the Site and to use, reproduce, distribute, and display such Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms and applicable law.
Without limiting any other remedies, the Company may limit, suspend, or terminate any User’s Account or access or ability to use the Platform, the Site and/or its content (including without limitation any Projects) if the Company determines in its sole discretion that such User is or may be violating these Terms, is acting inconsistently with the letter or spirit of the Company’s Terms and other applicable policies, or is otherwise creating a negative user experience for other Users. The Company reserves the right to cancel unconfirmed Accounts that have been inactive for an extended period of time, or to modify or discontinue any part of or all of the Platform or the Site. The Company reserves the right to take any technical or legal steps to prevent misuse of the Platform or the Site and to delay or remove hosted content for any reason.
IV. Customers and Providers Working Together, Part 2
User verification on the Internet is difficult and we cannot, and do not assume any responsibility for, the confirmation of each user's purported identity. The Site contains communication tool(s) (including without limitation ModernDay Messages, any such tools, the “Messaging Tools”). Initially, Users must contact each other through the Platform using the Messaging Tools including without limitation to receive and accept a Project Proposal, enter into a Services Agreement and when a Service is provided and invoiced, for payment to be made. Outside of the initial contact, Project Proposal, Services Agreement, invoicing and payment, we encourage Users to continue to communicate directly with each other using the Site Messaging Tools to the extent practical; we realize that some Services may require face-to-face meetings, phone conferences and other interactions that will take place outside of the Platform. Even though you may use the Messaging Tools, this does not assure you of the identity of the person with whom you are communicating. We further encourage you to take other reasonable measures to assure yourself of the other person’s identity when entering into a Services Agreement.
When a Customer submits the project’s details (an inquiry) to a Provider for Services, the Provider can submit to the Customer a proposal (“Proposal”). In order for a Provider to submit a Proposal, the Provider must first register with the Payment Processor (as defined herein). Prior to accepting a Proposal, the Customer must also complete the Customer’s registration with the Payment Processor (including without limitation providing a form of payment). The Provider and the Customer shall as part of the Services Agreement agree on all terms related to the Project, including without limitation the project details, project fees (the “Project Fees”) and payment terms. All invoicing for Projects shall be done through the Platform and all Payment of all Fees (as hereinafter defined) must take place through the Payment Processor.
Upon the completion of a Project and the Customer remitting final payment of the Project Fees for the Provider’s Services for a particular Project, the Site will send the Customer a notification containing a link whereby the Customer can rate and review (a “Review”) its experience with the Provider. Reviews may be public (e.g. viewable by any User) or made private (or a portion thereof public or private) at the Purchaser’s option. The Provider shall have the option to post a public response (a “Response”) to any portion of a Review that is public. While Reviews can indeed be a useful tool for both Providers and Customers, we suggest that all Users consider the content and tone of their Reviews and Responses and encourage all Users to act civilly and in the best interests of each other and the community of Providers and Customers, generally, and seek to resolve any actual disputes privately to achieve the best result.
Non-Circumvention. Users agree that once Users have met on the Platform or engaged another User to perform or receive Services through the Site, from the date on which the Users first begin to perform or receive Services and for a period of eighteen (18) months after the last installment of Services are performed or received, Users shall use the Site as the exclusive method to request, receive, or make payments for any Services that Users have performed or received, directly or indirectly for such party or arising out of Users’ relationship with that party.
V. Fees & Payment
Users acknowledge that from the Project Fees, the Payment Processor shall deduct: (i) for the Payment Processor, a processing fee (together, the “Processing Fee”); and (ii) for the Company, a platform services fee (the “Platform Services Fee”). The current Processing Fee and Platform Services Fee can be found here. Users shall be responsible for the payment, collection reporting, filing and remittance of any and all applicable taxes including without limitation sales tax, use tax and income tax (including without limitation any penalties, interests or costs related to same, together, the “Taxes”) due to any and all taxing authorities (“Taxing Authorities”) arising from, or in connection with Users providing or receiving Services utilizing the Platform, and in addition to a User’s indemnification obligations set forth in this PSA and throughout the Terms, Users shall, jointly and severely, defend, indemnify and hold the Company Parties harmless from and against any and all claims against the Company by any Taxing Authority for payment of Taxes related to Users providing or receiving Services from one another using the Platform.
To the extent Users desire to process a refund (a “Refund”) of any portion of the Project Fees, Users must process any such Refund directly through the Payment Processor (the Company will not be involved in the Refund process). For the avoidance of doubt, no portion of the Platform Services Fee shall be refunded along with any Refund (for information regarding a refund of the Processing Fee, see the Payment Processor’s terms).
The Company may choose to temporarily reduce the Platform Service Fee for promotional events or to promote new services (a “Promotional Event”), and such changes shall be effective upon provision of notice of the Promotional Event. The Company reserves the right to cancel any Promotional Event before its originally stated expiration date, without notice, and at the Company’s sole discretion.
VI. Disputes that Arise Between Buyers and Sellers
We believe that the best way to resolve disputes (“Disputes”) between Users is to avoid them in the first place, which is made more likely by Users being clear in communication and expectations throughout the process of working together. The Company is not responsible for, nor undertakes, any obligation to mediate or resolve Disputes between Users. However, we want Users to forge good working relationships with one another and have a positive experience with the Platform, and while we encourage Users to attempt to work out any Disputes amongst themselves (and encourage Users to follow-up all communication in writing through the site’s Messaging Tools to aid them in their resolution of Disputes), we do want to hear about Disputes when they arise to understand why a Dispute arose and what helpful hints and general we can add to our knowledge base for the community of Users to reference to avoid Disputes in the future. If a User brings a Dispute to our attention, we will share the information we receive with the other User and further encourage the Users to attempt to resolve the Dispute. In order for us to effectively review any Dispute, communications between Users (to the extent not through the Site’s Messaging Tools) should be documented in writing. The Users agreed to defend, indemnify and hold the Company Parties harmless from and against any claims or liability whatsoever related to the Company’s participation in attempting to resolve Disputes.
VII. The Fine Print