Terms of Use Effective: May 21, 2025
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, THESE TERMS REQUIRE YOU TO ARBITRATE DISPUTES WITH US RATHER THAN RESOLVE DISPUTES THROUGH A JUDGE OR JURY TRIAL, OR ANY COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. BY ACCESSING, OR USING THE PLATFORM, YOU HEREBY WAIVE ANY AND ALL RIGHTS TO INITIATE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR REPRESENTATIVE ACTION WITH RESPECT TO ANY DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM. PLEASE READ CAREFULLY.
ACCEPTANCE OF THESE TERMS
This Terms of Use Agreement (“Terms”), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN, govern your access to, use of, and participation in the Platform made available by Quench Marketplace LLC (“Quench Marketplace,” “Quench” “we,” “our,” or “us”) or through Quench Marketplace and the entirety of your relationship with Quench Marketplace. YOU UNDERSTAND AND AUTHORIZE QUENCH MARKETPLACE TO USE YOUR INFORMATION TO VERIFY YOUR IDENTITY AND OBTAIN BACKGROUND CHECKS AS NEEDED IN ACCORDANCE WITH APPLICABLE LAWS.
THESE TERMS, OUR PRIVACY POLICY, AND ALL OTHER DOCUMENTS REFERENCED HEREIN GOVERN THE RELATIONSHIP BETWEEN YOU, THE USER OF THE PLATFORM, AND QUENCH MARKETPLACE. YOU HEREBY AGREE THAT THE AGREEMENT FORMED BY THESE TERMS IS EQUIVALENT TO ANY WRITTEN, NEGOTIATED AGREEMENT SIGNED BY YOU. PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY ACCESSING OR OTHERWISE USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity or other individual, you represent and warrant that you have the authority to bind that entity or individual and to perform and otherwise undertake all of your obligations hereunder. Your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein will refer to that entity, its directors, officers, employees, and agents.
MODIFICATIONS
Quench Marketplace reserves the right, in our sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. Quench Marketplace will notify you of changes by posting the updated Terms on the Platform and may
also, in our sole discretion, notify you by sending you a message and/or otherwise notifying you when you are logged into your account. Modifications will become effective 30 days after the earliest of: (a) modifications being posted on the Platform; (b) Quench Marketplace’s transmission of a message to you about the modifications (which may be made via a notice or communication on the Platform itself); or (c) you are otherwise notified when you are logged into your account. Your use of the Platform after the expiration of the 30 days will constitute your consent to the changes. If you do not agree, you may not access or use the Platform.
ADDITIONAL TERMS AND POLICIES
Please review Quench Marketplace’s Privacy Policy for information and notices concerning Quench Marketplace’s collection and use of your information. Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you 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 takes precedence with respect to your use of that area or product.
KEY TERMS
“Collective Content” means User Content and Quench Content together.
“Content” means any text, images, audio, video, or other materials available on the Platform, including profile information, Service Professional listings, tips, message threads, reviews, and scheduling details.
“Consumer” means a User who uses the Platform to find, book, or pay Service Professionals, send tips, or otherwise interact with the Platform. A Consumer may also be a customer of a Service Professional.
“Fee” means any charge by Quench Marketplace LLC to a User for using the Platform.
“Feedback” means any comments, questions, or suggestions a User provides about Quench Marketplace LLC or the Platform.
“Platform” means all Quench Marketplace LLC websites, apps, software, and related services. “Privacy Policy” means the Quench Marketplace LLC Privacy Policy.
“Service” means any service offered or provided by Service Professionals through the Platform.
“Service Professional” means a User who offers or provides services in nightlife or restaurant settings via the Platform, such as bartenders, waitstaff, and bottle service professionals.
“Quench Content” means all content provided by Quench Marketplace LLC on the Platform, excluding User Content.
“User” means any person or entity registered on the Platform, including Service Professionals and Consumers.
“User Content” means any content posted or shared by Users on the Platform, such as photos, videos, profile information, messages, reviews, or payments, excluding Quench Content and Feedback.
CHANGES, ELIGIBILITY, SERVICE PROFESSIONAL REPRESENTATIONS, WARRANTIES, AND USE OF THE PLATFORM
Quench Marketplace LLC reserves the right at any time and with or without notice to you, to change (i) the Platform, including, without limitation, eliminating, supplementing, modifying, adding, or discontinuing any content, feature, data, or service on or available through the Platform, or the hours during which they are available; and (ii) the prices and Fees (if any) for access to or use of the Platform or any component thereof. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform, or any component or services on the Platform. We reserve the right to limit the availability of the Platform, Content, or Services offered thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion.
You must be at least 18 and legally able to form contracts to access the Platform. By using the Platform, you confirm you meet these requirements. Quench Marketplace LLC complies with applicable laws and strives to stay current with legal updates.
Service Professionals using the Platform must be qualified, experienced, licensed, certified, bonded, and insured as required by law. They must comply with all applicable laws and provide services professionally and as agreed with the Consumer. Quench Marketplace LLC does not sell or directly provide Services but may offer consultations. Independent Service Professionals, not Quench Marketplace LLC, perform any Services resulting from such consultations. Facilitating transactions does not imply any endorsement or warranty of the Services. Users must comply with all local laws when accessing the Platform.
Service Professionals are not employees, contractors, consultants, joint venturers, partners, or agents of Quench Marketplace LLC. They choose their jobs, set their schedules, and use their own equipment. Quench Marketplace LLC does not control how Service Professionals perform their work unless explicitly stated.
We may obtain reports on Service Professionals, including criminal convictions or sex offender registration. Accounts may be limited, blocked, suspended, or canceled based on these reports. Service Professionals authorize us to use personal information to obtain such reports and must update Quench Marketplace LLC on any subsequent criminal convictions.
ACCOUNT REGISTRATION AND OTHER SUBMISSIONS
Users can access the Platform without an account, but certain features require registration. You may create an account using a password or third-party credentials (e.g., Facebook or Google). Third-party logins are subject to their own terms and privacy policies, which Quench Marketplace LLC does not control. You agree to provide accurate, up-to-date information and are responsible for safeguarding your password and all account activities. Notify Quench Marketplace LLC immediately of any unauthorized use. Quench Marketplace LLC is not liable for losses from unauthorized account use, but you may be liable for damages caused to Quench Marketplace LLC or others. Accounts are non-transferable without written permission.
If you share your personal information with a third party or direct us to do so, their use of your information is governed by their terms and policies. Quench Marketplace LLC is not responsible for their use of your data.
LICENSE TO USE THE PLATFORM
Subject to compliance with these Terms, Quench Marketplace LLC grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to use and display Collective Content for personal and non-commercial use related to Platform access. You may not copy, adapt, modify, distribute, sell, or exploit the Platform or its content, except as explicitly allowed. Any downloaded or printed content must retain copyright notices. No rights to intellectual property are granted beyond those explicitly stated.
USER CONTENT
You may post, upload, or share content on Quench Marketplace, granting Quench a worldwide, perpetual, non-exclusive, royalty-free license to use, modify, distribute, and display your content for marketing or other purposes. This license remains even after your account or the platform is terminated. Quench does not claim ownership of your content. You are responsible for ensuring that your content does not infringe on third-party rights and that you have the necessary permissions. Quench may edit, remove, or disable content at its discretion. For copyright issues, see Quench’s Copyright Policy.
PROHIBITIONS
As a User of the Platform, you may not, and represent and warrant that you will not:
- Misrepresentation & Fraud: Use another person’s Account, misrepresent yourself or services offered through the Platform, misrepresent your identity or qualifications, misrepresent a project or other information in a quote request, post Content in any inappropriate category or areas on the Platform, or otherwise commit fraud or
- Automated Access: Use automated systems (like bots) to access the platform without
- Content Misuse: Copy, scrape, or misuse content, including for competitive or unauthorized purposes.
- Platform Interference: Disrupt platform functions, bypass security measures, or distribute harmful software. 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, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware or any other technologies that may harm Quench Marketplace or our 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 the Fee structure, billing, or Fees owed;
- Payment Evasion: Attempt to circumvent payment through Quench or manipulate
- Data Misuse: Harvest personal data, spam, or engage in targeted advertising without
- Unlawful Activity: Post illegal, hateful, or inappropriate
- Unrelated Services: Advertise services unrelated to Quench or not supported by the
- Review Manipulation: Tamper with ratings or
- Non-Compliance: Fail to fulfill promised services or comply with platform policies and applicable laws.
Violating these rules may result in content removal or account suspension.
TRACKING COMMUNICATIONS
In order to ensure appropriate charging of Fees and compliance with these Terms, Quench Marketplace may track the communications between Consumers and Service Professionals that occur off of the Platform but through features and services provided by, whether initiated by a Consumer or Service Professional, at all times to the extent permitted by applicable law. In order to track such communications, we may obscure Service Professional contact information in a Service Professional profile, replace Service Professional contact information in a Service Professional profile with a different piece of contact information that will forward to the Service
Professional, or take any other step reasonably calculated to track the occurrence of such communications.
If you send text messages to a Consumer or Service Professional using the telephone number for that User available on the Platform, we may use a third-party service provider to track these text messages on services and features we make available to you. We track these text messages for lawful purposes and those purposes set forth in our Privacy Policy, including, for example, fraud prevention, to ensure appropriate charging of Fees, to enforce these Terms, and for quality and training purposes.. As part of this process, Quench Marketplace and our service provider may receive in real time and store data about your text message, including the date and time of the text message, your phone number, and the content of the text message.
MARKETPLACE PAYMENTS
The Quench Marketplace platform may facilitate payments between Consumers and Service Professionals (“Marketplace Payments”) through our payment processing partner Stripe, but Quench Marketplace is not a party to any such Marketplace Payments or any professional services related thereto. Unless otherwise indicated, Marketplace Payments may be made for services only; Marketplace Payments for tangible personal property is prohibited. By agreeing to these terms or continuing to operate as a Service Professional on the Platform, you hereby appoint Quench Marketplace to act as your agent for the limited purpose of facilitating and receiving Marketplace Payments on your behalf through Stripe as contemplated herein. You acknowledge and agree that, subject to any rights you have pertaining to Marketplace Payment disputes, once a Marketplace Payment has been made through the Quench Marketplace Platform, the payment obligation of the payor User shall be deemed satisfied by the payee User upon receipt of the Marketplace Payment by Quench Marketplace as though the payor User had made the Marketplace Payment directly to the payee User.
Quench Marketplace does not offer any professional services directly or indirectly unless specified in a separate contract to which Quench Marketplace is a direct party. Any time a Consumer pays for or books professional services on the Platform or receives a quote in connection with professional services, such Consumer is contracting directly with the Service Professional offering such professional service. Notwithstanding any facilitation of booking or payment, you understand and agree that Quench Marketplace (i) does not sell, offer, provide or subcontract any professional service and (ii) is not liable in any way for any professional service. Notwithstanding Quench Marketplace’s role as a payment facilitator, each Service Professional who receives Marketplace Payments understands and agrees that they are obligated to perform the professional service as outlined in their agreement with the Consumer and work to remedy any material deviations from such contract.
Service Professionals who receive Marketplace Payments from Consumers on Quench Marketplace must agree to the connected account agreement with Stripe. Service Professionals should never agree to receive a Marketplace Payment, or perform services in expectation
thereof, before they have confirmed that they can comply with such Stripe agreements and, in particular, Service Professionals should note that they will need a social security number or employer identification number in order to receive Marketplace Payments. As a Service Professional, by agreeing to these terms or continuing to operate as a Service Professional on Quench Marketplace, you agree to be bound by the Stripe Connected Account Agreement and Stripe Services Agreement, as those agreements may be modified by Stripe from time to time. As a condition of receiving payment processing services through Stripe, you agree to provide Quench Marketplace with accurate and complete information about you and your business, and you hereby authorize and direct Quench Marketplace to disclose this information and transaction information related to your use of the payment processing services provided by Stripe, to Stripe. Service Professionals also agree that Quench Marketplace may debit their Stripe account in connection with disputes with Consumers. Quench Marketplace reserves the right to process such debits and to withhold final payments until Quench Marketplace has investigated disputes. Quench Marketplace may make a final decision on disputes in their sole and absolute discretion and, as a Service Professional, you understand that all Marketplace Payments you may earn on the Platform are subject to such decisions. Additionally, Service Professionals agree that Quench Marketplace may reverse payments that have been made to a Service Professional’s Stripe Connected Account when a customer refund or guarantee payout is warranted, including in connection with such Service Professional’s actions or inactions that are prohibited by these Terms.
As a Consumer making a Marketplace Payment through Stripe, you agree to pay all amounts you owe when due using your preferred payment method. You further authorize Stripe to charge your preferred payment method for amounts you owe when they are due, whether they are recurring or one-time payments. You must keep all payment information you provide us up-to-date, accurate and complete. Because all Service Professionals are required to maintain a Stored Payment Method on their accounts in order to use Quench Marketplace, requesting deletion of your Stored Payment Method will mean you can no longer pay for professional services or show up in professional service search results on Quench Marketplace unless you store a new payment method. For more information view our stored payment policy.
You may request deletion of your Stored Payment by emailing Quench Marketplace at info@quenchmarketplace.co.
Do not share your payment card, bank account or other financial information with any other User. We take reasonable and appropriate steps designed to secure all payment methods and other personal financial information, but we expressly disclaim any liability to you, and you agree to hold us harmless for any damages you may suffer as a result of the disclosure of your personal financial information to any unintended recipients.
Quench Marketplace may enable you to make Marketplace Payments using credit, debit, or prepaid cards, by linking your bank account, or by any other payment method we support. We reserve the right to cancel your ability to make payments with one or more of the payment methods you have authorized in our sole and absolute discretion.
If you choose your bank account as your Marketplace Payment method, you authorize Stripe to make Automated Clearing House (“ACH”) withdrawals from your bank account, and to make any inquiries we consider necessary to validate any dispute involving payments you make to us or to a User, which may include ordering a credit report and performing other credit checks or verifying the information you provide us against third-party databases. You authorize Quench Marketplace or our provider to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account, and you authorize the financial institution that holds your bank account to deduct such payments. You also authorize the bank that holds your bank account to deduct any such payments in the amounts and frequency designated in your Account. Your authorization will remain in effect until canceled in writing by you. You agree to notify us of any changes to your account information or termination of your authorization at least five days prior to your next payment.
If your full payment is not processed by us at the same time, you hereby authorize partial debits from your bank account, not to exceed the total amount of your order. You agree to pay any ACH fees or fines you or we incur associated with transactions you authorize. This return fee will vary based on which state you are located in. The return fee may be added to your payment amount and debited from your bank account if we resubmit an ACH debit due to insufficient funds. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys’ fees. Federal law limits your liability for any fraudulent, erroneous, or unauthorized transactions from your bank account based on how quickly you report it to your financial institution. You must report any fraudulent, erroneous or unauthorized transactions to your bank no more than 60 days after the disputed transaction appeared on your bank account statement. Please contact your bank for more information about the policies and procedures that apply unauthorized transactions and the limits on your liability.
Marketplace Payment Disputes: All requests for Marketplace Payment chargebacks, errors, claims, refunds and disputes (“Payment Disputes”) will be subject to review by Quench Marketplace in accordance with the rules applicable to the payment method you used to make the Marketplace Payment and will be in Quench Marketplace’s absolute discretion. Quench Marketplace is not liable to you under any circumstances for Payment Disputes we are unable to resolve in your favor. We will normally process a valid written Payment Dispute request within 30 days after we receive it, unless a shorter period is required by law. You may file a Payment Dispute by emailing it to Quench Marketplace support at info@quenchmarketplace.co. If you close or deactivate your Account before we adjudicate your Payment Dispute, we will not be able to issue you any amounts you are owed. We will attempt to pay you any Payment Disputed amounts you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, or has been canceled.
If your actions result in, or are likely to result in, a Payment Dispute, a violation of these Terms of Use or the creation of other risks to Quench Marketplace or our payment processing partners, or if we determine that your Account has been used to engage in deceptive, fraudulent, or illegal activity, then we may, to the extent legally permitted, withhold any amounts owed to you in our sole and absolute discretion. If you have a past due balance due on any Account, or for any additional amounts that we determine you owe us, we may, without limiting any other rights or remedies: (a) charge one or more of your payment methods; (b) offset any amounts you owe us against amounts you may be owed; (c) invoice you for amounts due to us, which such amounts will be due upon receipt; (d) reverse or block any credits to your bank account; or (e) collect payment from you by any other lawful means.
If you fail to make Marketplace Payments you owe when due, or if Quench Marketplace is unable to charge one of your payment methods for any reason, Quench Marketplace reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys’ fees and related costs, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or overdue payments will be made by electronic mail or by phone. Such communication may be made by Quench Marketplace or by anyone on our behalf, including but not limited to a third-party collections agent.
Quench Marketplace may, from time to time, place a hold on any of your payment methods in order to prevent failed payments or in order to reverse your booking.
DISPUTES BETWEEN OR AMONG USERS
Quench Marketplace values our Service Professionals and Consumers, and we understand that 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, you agree, at Quench Marketplace’s request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by Quench Marketplace or a neutral third-party mediator or arbitrator selected by Quench Marketplace. Notwithstanding the foregoing, you acknowledge and agree that Quench Marketplace is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third-party.
INTELLECTUAL PROPERTY RIGHTS
Quench Marketplace Content is protected by copyright, trademark, patent, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Quench Marketplace and our licensors exclusively own all right, title, and interest in and to the Platform and Quench Marketplace Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Quench Marketplace used herein are trademarks or registered trademarks of Quench Marketplace. No licenses, express or implied, are granted by Quench Marketplace to
you under any patent, copyright, trademark, trade secret, or other intellectual property right of Quench Marketplace and all such rights are reserved and retained by Quench Marketplace. ALL RIGHTS RESERVED.
Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners. Any unauthorized use of the materials appearing on the Platform may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
FEEDBACK
By sending us any Feedback you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third-party. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Quench Marketplace and our Users any claims and assertions of any moral rights contained in such Feedback. If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
COPYRIGHT POLICY
We expect Users to respect copyright law. We may, in our sole discretion, suspend or terminate the Account of any User who infringes or is believed to be infringing the rights of copyright holders.
NO ENDORSEMENT OR WARRANTY
Quench Marketplace does not endorse, warrant or make any representation (except those expressly and unambiguously made by Quench Marketplace directly on the Platform) concerning any User, or any professional services, and Quench Marketplace is not a party to any agreements between or among users, Users, or third-parties. Quench Marketplace does not perform professional services and disclaims all liability. No agency, partnership, joint venture, or employment is created as a result of the Terms or any users or User’s use of any part of the Platform, including but not limited to any scheduling or other services. Neither Quench Marketplace 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 Quench Marketplace 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 Quench Marketplace services they are using or any involvement by Quench Marketplace personnel in providing or scheduling those services.
Any reference on the Platform or in any marketing to a User being licensed or credentialed in some manner, or “badged,” “vetted”, “top rated”, “best of,” “top,” “background checked” (or similar language) designations indicates only that the User has completed a relevant account process or met certain review standards and does not represent anything else. Quench Marketplace does not conduct background checks on every Service Professional that may provide professional services. Any such description is not an endorsement, representation, warranty, certification or guarantee by Quench Marketplace and is not verification of a Service Professional’s identity and whether they or their professional services are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform, and you hereby acknowledge and agree that Quench Marketplace will not be liable for your reliance thereon. You should always exercise due diligence and care when deciding whether to have any interaction with any other User. Except as specifically described in the Quench Marketplace Guarantee and including its exclusions and limitations, Quench Marketplace has no responsibility for any damage or harm resulting from your interactions with other Users.
The Collective Content may contain links to third-party websites, media, offers, or other events/activities not owned or controlled by Quench Marketplace. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.
By using the Platform, you understand and agree that any legal remedy or liability that you seek 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. You agree not to attempt to impose liability on or seek any legal remedy from Quench Marketplace with respect to such actions or omissions.
SANCTIONS FOR VIOLATIONS OF THESE TERMS
Without limiting any other rights, Quench Marketplace may, in our sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Quench Marketplace, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds (including by way of setoff of amounts processed or held by Quench Marketplace in connection with your use of the Platform), assessing monetary penalties or costs, terminating your Account, notifying other Users of the termination of your Account and/or the violation of these Terms, decreasing your status or search rank, canceling quotes or postings, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.
ACCOUNT SUSPENSION OR TERMINATION
We may, in our absolute and sole discretion, with or without cause, with or without prior notice and at any time, limit, block, suspend, deactivate or cancel your Quench Marketplace 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 you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from Quench Marketplace support teams; (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken; (c) you will not be entitled to any compensation for Platform services or professional services canceled or delayed as a result of Account termination; (d) you will not be entitled to a refund of any Fees; and (e) you will no longer be entitled to redeem any Prepaid Packages or credits received from a Promotion.
You may cancel your use of the Platform and/or terminate your Account at any time by following the “Settings” link in your profile, clicking “Account,” and clicking “Deactivate Account.” Please note that if your Account is canceled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any reviews. Please see our Privacy Policy, incorporated herein by reference, for information regarding data deletion requests following Account termination.
ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS ENTIRE SECTION CAREFULLY. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IT REQUIRES BINDING ARBITRATION OF MOST DISPUTES INSTEAD OF LITIGATION IN COURT. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND INCLUDES A CLASS ACTION WAIVER AND JURY TRIAL WAIVER.
You and Quench Marketplace agree that these Terms affect interstate commerce and that the substantive and procedural law of the Federal Arbitration Act (FAA), and not the arbitration laws of Texas or any other state, shall govern the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any disputes between you and Quench Marketplace, including but not limited to claims related to your use of the platform or your relationship with Quench Marketplace, regardless of the legal theory.
Initial Dispute Resolution & Mediation Most disputes can be resolved without litigation. You may contact Quench Marketplace’s support at info@quenchmarketplace.co. Both parties agree to attempt to resolve any dispute informally before initiating arbitration. To do so, the complaining party must provide a written notice to the other party including a description of the dispute, contact information, transaction details, and the relief sought. Your notice must be sent via certified mail to Quench Marketplace at 1645 West Main St #12, Houston, Texas 77006, ATTN: Legal, and electronically to info@quenchmarketplace.co. Our notice will be sent to your most recent contact information.
If the dispute is not resolved within 60 days, either party may initiate confidential, binding arbitration. Participation in informal dispute resolution is mandatory before initiating arbitration. Any applicable limitations period shall be tolled during this process.
Binding Arbitration If the parties do not reach an agreement through informal resolution, any remaining disputes will be settled through binding arbitration. The arbitrator will have exclusive authority to resolve all disputes arising out of or relating to these Terms, including their interpretation and enforceability. The arbitrator may grant any relief available in court and will issue a written, binding decision. Arbitration will be confidential, and any award may be entered as a judgment in a court of competent jurisdiction.
Class Action Waiver Disputes will be resolved on an individual basis only. You and Quench Marketplace agree that any arbitration will not be conducted as a class or collective action. You waive the right to participate as a plaintiff or class member in any class action or representative proceeding. If the class action waiver is deemed unenforceable, the entire arbitration provision will be void.
Location If you reside in the United States, arbitration will take place in your county of residence. If you reside outside the United States, arbitration will take place in Houston, Texas. You and Quench Marketplace agree to submit to the jurisdiction of any federal or state court in Houston, Texas, to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the arbitration award.
By agreeing to these Terms, you waive the right to a jury trial or to have disputes resolved in court, except as provided herein.
Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect your or our intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, trade dress, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
Arbitrator’s Decision / Award / Appeal: Within thirty (30) days of the arbitrator rendering and issuing their written opinion and decision the (“Award”), either party can reject the Award and appeal the dispute de novo by serving notice of the appeal to the opposing party within fourteen (14) days after the Award is final. In the event of an appeal, the prevailing party in an arbitration proceeding shall be awarded the costs of the appeal and reasonable attorney fees in an amount determined by the court or arbitrator. Such an award shall include the costs and reasonable attorney fees incurred in the appeal proceeding as well as the costs and reasonable attorney fees incurred in preparing for and attending any appeal hearing(s).
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on Quench Marketplace) written notice of your decision to opt out to info@quenchmarketplace.co with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Platform; otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Quench Marketplace will also not be bound by them.
Changes to This Section: Quench Marketplace will provide thirty (30) days’ notice of any changes affecting the substance of this Arbitration and Class Action Waiver section by posting on the Quench Marketplace Terms of Use website, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty
(30) days after they are posted on the Quench Marketplace Terms of Use website or sent to you. The 30-day right to opt out described above shall re-set and apply to any changes upon our notice of any changes to you. Please note, however, that if any opt out pursuant to the 30-day opt out right is prospective, and the arbitration agreement shall survive and apply to any claims that arose prior to your opt out.
Changes to this section will otherwise apply prospectively only to claims arising after the 30th day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.
Survival: This Arbitration and Class Action Waiver section will survive any termination or expiration of these Terms, your Account, or the Platform.
Third-Party Beneficiary: You and Quench Marketplace acknowledge that any third-party consumer reporting agency that Quench Marketplace uses to perform background checks on Service Professionals is an express and intended third-party beneficiary of this arbitration provision and as such, the terms of this Arbitration provision will inure to the benefit of the consumer reporting agencies and may be enforced by them. Accordingly, you agree that any dispute that arises between you and a consumer reporting agency that relates to or arises out of this Agreement or any aspect of your relationship with Quench Marketplace will be resolved by binding arbitration. If any court or arbitrator determines that this third-party beneficiary subsection is void or unenforceable for any reason, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the remainder of the section will remain enforceable, meaning that the class action waiver and the mutual obligation to resolve disputes between you and Quench Marketplace through binding arbitration remains enforceable.
GOVERNING LAW
These Terms and your relationship with Quench are governed by the laws of the state of Texas, without regard to conflict of law provisions. Any dispute not subject to arbitration must be resolved in a court located in Texas. You agree to submit to the jurisdiction of these courts and waive any jurisdictional or venue objections. This provision survives termination of these Terms, your Account, or the Platform.
DISCLAIMERS
YOUR USE OF THE PLATFORM, PRO SERVICES (OR PROVISION THEREOF), USER CONTENT, OR COLLECTIVE CONTENT IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT QUENCH MARKETPLACE 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, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY USER IN ACCORDANCE WITH APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO SERVICE PROFESSIONALS AND CONSUMERS. THE PLATFORM AND COLLECTIVE CONTENT IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, QUENCH MARKETPLACE AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE 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 PRO 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. QUENCH MARKETPLACE MAKES NO WARRANTY THAT THE PLATFORM OR professional serviceS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. QUENCH MARKETPLACE ASSUMES NO RESPONSIBILITY AND WILL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. QUENCH MARKETPLACE WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY 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 QUENCH MARKETPLACE OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY UNDER APPLICABLE LAW, THEY WILL BE LIMITED TO ONLY THOSE REQUIRED BY LAW, FOR THE SHORTEST DURATION PERMITTED BY APPLICABLE LAW, AND WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE-TO-STATE OR JURISDICTION-BY-JURISDICTION.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CONSUMERS, SERVICE PROFESSIONALS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT QUENCH MARKETPLACE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS ON OR MADE THROUGH THE PLATFORM OR TO REVIEW OR VET ANY PRO SERVICES. QUENCH MARKETPLACE 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. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE PRO SERVICES. QUENCH MARKETPLACE EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS, OR THIRD PARTIES.
QUENCH MARKETPLACE MAY PROVIDE PHONE NUMBERS THAT CONSUMERS PROVIDE IN CONNECTION WITH A REQUEST TO SERVICE PROFESSIONALS. SUCH PHONE NUMBERS ARE NOT VERIFIED AND QUENCH MARKETPLACE MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR VALIDITY.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING QUENCH MARKETPLACE OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF QUENCH MARKETPLACE OR THIRD-PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER QUENCH MARKETPLACE 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 QUENCH MARKETPLACE 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; (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 OR THE PLATFORM; (E) THE USE OF OR INABILITY TO USE THE PLATFORM, PRO SERVICES OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING QUENCH MARKETPLACE THROUGH THE PLATFORM.
IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF QUENCH MARKETPLACE AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, PRO SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, USER CONTENT, OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO QUENCH MARKETPLACE BY YOU HEREUNDER, OR ONE HUNDRED U.S. DOLLARS ($100.00 USD) IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN JURISDICTIONS THAT DO ALLOW LIMITATIONS OF LIABILITY, THE LIMITATIONS IN THIS SECTION OR THE TERMS WILL APPLY FULLY TO RESIDENTS OF THOSE JURISDICTIONS.
THIS SECTION OF THE TERMS WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS, YOUR ACCOUNT, OR THE PLATFORM.
INDEMNIFICATION AND RELEASE
You agree to release, defend, indemnify, and hold Quench Marketplace and our affiliates and subsidiaries, and Quench Marketplace’s and our affiliates’ and subsidiaries’ respective officers, directors, licensors, employees and agents, harmless from and against any claims, fines, penalties, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms; (b) your User Content or use of the Platform; (c) your interaction with any User; (d) your violation, infringement, or misappropriation of the rights of any User, Consumer or party, including, without limitation, any intellectual property, proprietary, privacy or other rights of such party; and (e) the request or receipt or offer or provision of professional services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such professional services.
Notwithstanding the foregoing paragraph, if you are a resident of a jurisdiction where the foregoing is prohibited, you only agree to release, defend, indemnify, and hold Quench Marketplace and our affiliates and subsidiaries, and Quench Marketplace’s and our affiliates’ and subsidiaries’ respective officers, directors, licensors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
Where you have an obligation under this Indemnification and Release section of the Terms, Quench Marketplace reserves, and you grant to us, the right, at your own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not in any event settle any such matter subject to indemnification by you under this Section of the Terms without the prior written consent of Quench Marketplace. This section of the Terms will survive any termination or expiration of these Terms, your Account, or the Platform.
JURISDICTION
The Platform is intended for users residing in the United States of America. We make no representations or warranties that the Platform, Collective Content, or Pro Services are valid, appropriate or available for use outside of the United States. If you access and use the Sites outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. We reserve the right to limit the availability of the Platform and/or the provision of any Collective Content or professional service to any person, geographic area or jurisdiction, at any time and in our sole discretion. You represent and warrant that: (i) you will perform under these Terms in compliance with all applicable laws and regulations; you are not (1) located in a country subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country, or (2) listed on any U.S. Government list of prohibited or restricted parties; and (ii) all information you provide in connection with your access to or use of the Platform is true, accurate, and complete.
GENERAL
Force Majeure: Other than payment obligations, neither Quench Marketplace nor you will be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond your or our control and not otherwise due to your or our breach of these Terms, fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, epidemics, acts of declared or undeclared war, acts of regulatory agencies, or other disasters.
No Third-Party Beneficiaries; Assignment: You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to these Terms. These Terms and all rights hereunder are not assignable, transferable, or sublicensable by you unless you obtain Quench Marketplace’s prior written agreement and consent.
Contacting You and E-SIGN Consent: You agree that Quench Marketplace may provide you with notices, including, without limitation, those regarding changes to the Terms, by email, regular mail, or postings on the Platform. With your consent, Quench Marketplace, Consumers, Service Professionals, or other individuals may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from Quench Marketplace, Consumers, Service Professionals, or other individuals you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to info@quenchmarketplace.co. with “Revoke Electronic Consent” in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you 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 paper copy, or to update our records of your contact information, send an email to info@quenchmarketplace.co. with contact information and the address for delivery.
Entire Agreement; Relationship: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by Quench Marketplace on the Platform or otherwise referenced herein, will constitute the entire agreement between you and Quench Marketplace concerning the Platform or professional services obtained through the Platform.
Severability: Except as explicitly stated herein, if any provision of the Terms is deemed invalid, unlawful or otherwise unenforceable by a court of competent jurisdiction, that provision shall be deemed severable from the remaining portion of the Terms and the invalidity of such provision will not affect the validity or enforceability of the remaining provisions of the Terms, which will remain in full force and effect.
Waiver: No waiver of any provision of these Terms will be deemed a further or continuing waiver of such term or any other term, and Quench Marketplace’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. These Terms shall not be construed as a teaming, joint venture, or other such arrangement, unless the parties expressly and explicitly execute an agreement to that effect.
Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform, or the professional services offered therein, must commence within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, some jurisdictions (for example, New Jersey), may not allow the limitation set forth in this “Statute of Limitations” section, in which case, this statute of limitations will only apply to extent permitted under applicable law.
Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.
Contact Information: If you have any questions about these Terms or the Platform, please contact us by sending an email to info@quenchmarketplace.co.
