CleanWhale Terms of Service for Service Providers

Last Updated August, 2025

IMPORTANT NOTICE: THIS IS A LEGALLY-BINDING CONTRACT. THESE TERMS OF SERVICE AFFECT YOUR LEGAL RIGHTS. BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR USING THE CLEANWHALE WEBSITE, PLATFORM, APPS, AND/OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN FULL.

IF YOU DO NOT WHOLLY AGREE TO THESE TERMS OF SERVICE HEREIN, DO NOT USE THE CLEANWHALE WEBSITE OR SERVICES

These CleanWhale Terms of Service ("Terms of Service" or "Terms") govern access to and use of the CleanWhale Inc., a Delaware corporation ("CleanWhale") Website, Platform, Apps, and Services by all users. By using our services, you acknowledge and agree that all notices, disclosures, and other communications we provide to you electronically shall be deemed written and satisfy any legal requirement that such communications be in writing. These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to conflicts of law rules and principles. CleanWhale's Privacy Policy found at https://cleanwhale.us/privacy-policy is incorporated herein and made a binding part of these Terms of Service. Nothing in these Terms shall be construed to waive or limit the application of any non-waivable rights or protections available under applicable law.

These Terms of Service will continue to apply until terminated by either You or CleanWhale in accordance with these Terms of Service. UPON TERMINATION OF THESE TERMS OF SERVICE, YOU WILL NO LONGER BE AUTHORIZED TO USE OR TAKE ADVANTAGE OF THE SERVICES IN ANY WAY.

YOU AGREE TO BE BOUND BY THESE TERMS WHEN YOU (A) CLICK OR TAP AN 'I AGREE' BUTTON OR CHECKBOX PRESENTED WITH THESE TERMS; (B) CREATE AN ACCOUNT; OR (C) ACCESS OR USE ANY PART OF THE WEBSITE, PLATFORM, APPS, OR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OR CONTINUE TO USE THE WEBSITE, PLATFORM, APPS, OR SERVICES.

If You do NOT AGREE to any specific additional terms which apply to particular Website, Platform, Apps, and Services features, user content or particular transactions concluded through the CleanWhale Platform, then You should NOT use the parts of the Website, Platform, Apps, and Services containing such features, user content, or through which such transactions are conducted. If any additional terms applicable to a particular feature conflict with these Terms, such additional terms shall govern solely with respect to that feature. When using or taking advantage of any Services, should You visit another website or obtain any products, applications, or Services from another entity or provider, whether free of charge or for payment, you will be subject to that third party's guidelines and conditions applicable to such products, applications or Services, and NOT those of CleanWhale.

DESCRIPTION OF SERVICES

CleanWhale is a digital Platform (the "Platform") operated by Clean Whale Inc. that facilitates the connection between independent service providers (the "Service Providers" or "you") and individual or business customers (the "Customers") seeking residential or commercial Services. CleanWhale provides scheduling, payment, and performance tracking functionality but is not itself a Service Provider. All Services are performed by independent contractors who use the CleanWhale Platform to accept and fulfill customer service requests. CleanWhale does not guarantee the Service Providers any minimum number of service requests, earnings, or hours of work nor does CleanWhale supervise, direct, or control the manner or means by which the Service Providers perform Services.

Key Definitions

Access and Use: The act of electronically visiting the Website and Apps, and/or taking advantage of the Services or any information provided by CleanWhale.

Account: An account created by the Service Provider allowing the Service Provider to Access and Use the Services.

Apps: CleanWhale provided applications allowing the Service Providers and the Customers to Access and Use the Services on mobile devices.

Auto-Assignment: The automatic assignment of jobs to Service Providers who have marked themselves available.

Availability Window: The period during which a Service Provider is open to receiving job offers.

Cancellation: Any action by which the Customer or the Service Provider withdraws from a scheduled Job before its start time, whether through the in-app cancellation function or another notice method approved by CleanWhale.

Customer: A legal or natural person who has concluded an agreement with CleanWhale to mediate the possibility of concluding an agreement with a specific person(s) who will perform the service.

Fee Schedule: The schedule of Platform Fees, Late Decline Fees and any other charges, as published and updated by CleanWhale from time to time.

Force Majeure: An event beyond a party's reasonable control—including, but not limited to, natural disasters, acts of government, war, civil unrest, epidemics, or widespread utility outages—that prevents or materially delays the performance of obligations under these Terms.

Grace Period: The time allowed for a provider to accept/decline an auto-assigned job.

Job: A specific service request accepted via the Platform, comprising the agreed address, date, time window, scope of work, and price.

Late Decline Fee: A liquidated-damages charge applied when a Service Provider declines (or fails to confirm) an Auto-Assignment after the Grace Period, as further detailed in the Fee Schedule.

Liquidated Damages: A pre-determined and reasonable estimate of actual losses agreed upon by the parties at the time of contracting, intended to compensate CleanWhale for damages that would be difficult or impractical to quantify.

Platform Fee: The commission percentage CleanWhale deducts before provider payouts.

Service Provider: Any legal or natural person doing business, as an independent contractor and not as an employee, partner, or agent of CleanWhale, who has concluded a framework contract with CleanWhale for the performance of work and is obliged to perform Services according to the mediated contract for the Customer, who must comply with CleanWhale's Service Provider Standards and Guidelines and is in a direct contractual relationship with the Customer.

Services: All CleanWhale Services, including, but not limited to, in-person services rendered by the Service Providers to the Customers and facilitated through the CleanWhale Platform. Services also include booking, scheduling, and coordination tools offered through the Website or Apps, but exclude any user content.

Standards and Guidelines: The Service Provider must comply with CleanWhale's Service Provider Standards and Guidelines available at [link], which are incorporated herein by reference and form a binding part of these Terms of Service. The Standards and Guidelines set objective quality outcomes but do not prescribe the specific manner or means by which the Services are performed.

Website: An internally organized system created by CleanWhale to assist persons seeking or requesting services and the possibility of choosing one of the persons offering their Services in the Online Application. That is, a space where CleanWhale mediates the conclusion of a contract between the Customer and the Service Provider(s) who will perform a specific Service requested by the Customer.

UPDATES TO TERMS OF SERVICE

These Terms of Service may be amended by CleanWhale at any time by providing notice through any of the following means: (a) posting an updated version on the main page of the Website or App, (b) displaying the update at or after login to your Account, or (c) sending an email to the address associated with your Account. Your failure to provide and maintain accurate or current contact information in the Account will not obviate your responsibility to comply with these Terms of Service. Specific terms and conditions, if and when indicated by CleanWhale, may apply to specific content, products, materials, Services or information contained on or available through the Website and Apps or transactions concluded therethrough. Such specific terms may be in addition to these Terms of Service, or, where inconsistent, and then such specific terms will prevail. Please check these Terms of Service regularly to ensure that you are aware of all terms governing the Use of the Website, Apps, and Services. Material changes to these Terms will require your express acceptance (e.g., by clicking 'I agree') before continuing to use the Services. Non-material changes will be effective upon posting or notice, and continued use of the Services after any such changes constitutes your acceptance of the updated Terms.

SERVICES

Platform. The Services provided by CleanWhale are facilitated through a proprietary system that mediates the formation of contracts between the Customers seeking Services and independent contractors offering to perform them. The Platform may be accessed via the CleanWhale Website or mobile applications, and includes, but is not limited to: (a) displaying service job requests submitted by the Customers, (b) allowing the Service Providers to mark their availability and accept or decline specific jobs, (c) facilitating communication between the Service Providers and the Customers, (d) collecting payment from the exclusively on behalf of the Service Providers as their authorized agent through secure third-party payment processors, with all funds deemed received by the Service Providers upon receipt by such processors; CleanWhale does not itself provide the services being paid for and does not hold funds for any party as a principal; and (e) facilitating the tracking of service completion and enabling the Customers to provide feedback regarding their satisfaction. CleanWhale may publish on the Platform numerical ratings and written feedback submitted by the Customers or the Service Providers. CleanWhale may, in its sole discretion, remove feedback that it reasonably believes to be fraudulent, defamatory, or otherwise unlawful, but is under no obligation to do so. The Service Providers shall not attempt to manipulate ratings or solicit only positive feedback. CleanWhale does not guarantee or warrant the uninterrupted or error-free availability of the Platform. Scheduled maintenance and unexpected outages may occur, and while CleanWhale will use commercially reasonable efforts to restore functionality in a timely manner, it shall have no liability for any loss of earnings or other damages arising from such interruptions. CleanWhale acts solely as an intermediary and is entitled to a service fee for facilitating these transactions.

Customer Responsibilities. The Customers are responsible for ensuring that the premises and furniture to be cleaned are suitable for the requested Services. Specifically, before booking any service involving wet or dry cleaning, the Customer must verify that the materials (e.g., upholstery or fabric) are compatible with the selected method. CleanWhale and its Service Providers are not liable for any damage resulting from the Customer's failure to confirm material suitability, unless the Customer provided a clear and verifiable label indicating incompatibility prior to service. The Customer must also ensure reasonable access to basic utilities during service, including hot water, electricity, and wastewater drainage. If these are unavailable during the scheduled Service, the Service Provider may suspend the service and the Customer remains responsible for the full cost of the booking. Prior to the scheduled Service, the Customer must remove personal items, fragile valuables, and clear excessive clutter to allow safe and effective Service. Routine dust, hair, and sand removal is included in the Service, and the Customers are not required to pre-clean these surfaces. If excessive clutter or unsafe conditions prevent the Service, the Service Provider may reschedule or cancel the service, and the Customer may be charged a reasonable cancellation or a rescheduling fee as set forth in the Fee Schedule. For refrigerator or freezer cleaning, the Service Provider will inform the Customer if defrosting is required prior to cleaning. If defrosting is required but not completed when requested, the Service Provider may need to reschedule the service. Services are limited to areas and furnishings located no more than six (6) feet above the floor. If the Customer provides a safe ladder, Services may extend to a maximum height of ten (10) feet. Any complaints regarding the Services, including reports of damage, should be submitted in writing with supporting photo evidence through the CleanWhale Platform within forty-eight (48) hours of service completion. Complaints received after this period may be reviewed on a case-by-case basis.

Service Provider Responsibilities. The Service Providers are independent contractors and are solely responsible for maintaining a valid business or trade license as required by local law. The Service Providers must furnish their own cleaning supplies, tools, equipment, and transportation, and bear all associated costs, including insurance, taxes, and labor. All tools, equipment, and cleaning agents provided by the Service Provider must be in safe working condition and comply with applicable safety and environmental regulations. The Service Provider is solely responsible for any injury or damage arising from defective equipment or prohibited substances. Each Service Provider represents and warrants that they maintain, at their own expense, appropriate insurance coverage for the performance of the Services, which may include, as applicable, general liability insurance, workers' compensation insurance (to the extent required by law), automobile liability insurance, and any other insurance mandated by applicable law or industry standards. The Service Provider shall provide satisfactory proof of such coverage to CleanWhale upon request and shall maintain all such policies in full force and effect throughout the term of these Terms. The Service Providers agree to comply with all applicable laws and regulations while performing Services and must act professionally, lawfully, and respectfully at all times. The Service Providers are required to promptly communicate any changes to their availability, emergencies that may impact scheduled Services, or any circumstances affecting service performance. Additionally, the Service Providers must maintain the confidentiality of the Customer's information and uphold data security standards in accordance with these Terms.

Right to Decline Services. The Service Providers retain the right under reasonable circumstances to decline any job offer, including after initial acceptance, if the job presents unsafe conditions, requires tasks outside the scope of the agreed Services, or involves a conflict with applicable laws or personal safety concerns. In such cases, the Service Provider must promptly notify the Customer and CleanWhale through the Platform. Declining a job for valid reasons will not result in penalties or account suspension, although repeated cancellations without reasonable cause may be reviewed under the Platform's performance policies.

Transactions Between the Customers and the Service Providers. CleanWhale facilitates the connection between the Customers and the Service Providers but is not a party to any agreement between them. All Services are performed solely by the Service Providers. CleanWhale is not responsible for the quality, timing, legality, failure to provide, or any other aspect of Services booked through the Platform. Any disputes arising from such Services are solely between the Customer and the Service Provider. Accordingly, CleanWhale shall have no liability for any damages, losses, or claims arising out of or related to a Job, including personal injury, property damage, or service dissatisfaction, except to the extent such liability cannot be lawfully disclaimed. Any disputes involving CleanWhale shall be governed by Section 12 (Dispute Resolution and Binding Arbitration).

Service Limitations. CleanWhale does not guarantee the availability of any specific Service Provider, the suitability of any Customer, or the quality or outcome of any Service. CleanWhale may suspend or terminate access to its Services at any time in its sole discretion, including for violations of these Terms. The Customers are responsible for reviewing the scope of the service prior to booking. The Service Providers are not obligated to perform any task not expressly included in the job description. CleanWhale is not a party to any agreement between a Service Provider and a Customer and disclaims all responsibility for the performance or non-performance of any Service.

SERVICE PROVIDER ACCOUNT AND PLATFORM USE

Eligibility and Legal Capacity. To register as a Service Provider on the CleanWhale Platform, you must be at least eighteen (18) years of age and have the legal capacity to enter into binding agreements. By registering, you represent and warrant that you (i) are operating as an independent contractor or business entity, (ii) possess any required business license, trade license, permit, or other lawful authorization necessary to perform Services in your jurisdiction, and (iii) will provide documentation verifying your eligibility upon request. CleanWhale reserves the right to suspend or terminate your Platform access if your legal status, business qualifications, or authorizations are found to be invalid, fraudulent, or expired. As part of the application and onboarding process, CleanWhale may conduct background checks and other vetting procedures to assess a Service Provider's qualifications and suitability. Such vetting may include personal interviews, test cleanings, practical assessments, and the review of criminal, employment, or identity records, to the extent permitted by law. CleanWhale will conduct any background checks in accordance with applicable law, including the Fair Credit Reporting Act (FCRA) and any state or local "Ban-the-Box" or Fair Chance laws, to the extent such laws apply. Any practical assessments or test cleanings are solely for evaluating quality and suitability for the Platform and do not create, imply, or suggest an employer-employee relationship between you and CleanWhale. By registering on the CleanWhale Platform, you expressly consent to such checks and agree to provide any documentation, consents, or authorizations reasonably required to complete the vetting process. CleanWhale reserves the right, in its sole discretion, to deny, suspend, or terminate Platform access based on the results of onboarding evaluations or background checks.

Account Creation and Use. The Service Providers must create and maintain an active CleanWhale account ("Account") to access the Platform and receive job offers. Through this Account, the Service Providers may manage their availability, accept service job requests, communicate with the Customers, and track completed Services. The Service Providers shall use their best efforts to respond to customer communications promptly, aiming to do so within fifteen (15) minutes during an active Job, and within one (1) hour at other times. Each Account is intended for use by a single individual and may not be shared or transferred without CleanWhale's express written consent. Account credentials and any associated reputation scores remain the sole property of CleanWhale; the Service Provider acquires no ownership interest therein. CleanWhale may require two-factor authentication (2FA) for Account access; refusal to enable 2FA constitutes grounds for suspension. Automated scripts, scraping tools, or other non-human means of accessing or accepting Jobs are prohibited and may result in immediate Account termination. The Service Providers operating under a registered business may request additional user access for employees, subject to Platform approval and policy compliance.

Scheduling and Acceptance of Jobs. The Service Providers may indicate their availability for specific days and times through the CleanWhale Platform. Marking availability does not obligate a Service Provider to accept any particular Job. A binding obligation arises only when the Service Provider affirmatively accepts a Job offer communicated through the Platform. Each Job offer will specify the scope of Services, location, scheduled time, and any applicable Customer instructions. Once accepted, the Service Provider is required to complete the Job in accordance with these Terms, including the performance standards outlined in Section 4. CleanWhale does not guarantee the availability of any specific Job or number of Job offers and may cancel or reassign Jobs at its discretion in cases of unavailability, policy violations, or operational need.

Accuracy and Security of Information. The Service Providers are responsible for ensuring that all information associated with their Account—including business credentials, identity documents, contact details, and banking information—is accurate, complete, and kept up to date. The Service Providers must maintain the confidentiality of their login credentials and are solely responsible for all activity conducted through their Account, whether or not such activity was authorized. CleanWhale shall not be liable for any loss or damage resulting from a Service Provider's failure to safeguard their login credentials. However, the Service Providers may be held liable for losses incurred by CleanWhale or others due to unauthorized use of their Account.

Account Integrity and Misuse. If CleanWhale reasonably suspects that an Account is being used in violation of these Terms—including through false information, account sharing, misuse of the Platform, or impersonation—CleanWhale reserves the right to suspend or permanently disable the Account without prior notice. The Service Providers must notify CleanWhale immediately if they become aware of any unauthorized use of their Account or breach of security by contacting [[email protected]]. If an Account is permanently disabled for misuse, the Service Provider will be responsible for any Customer refunds, chargebacks, or Platform damages resulting from the misconduct, and such amounts may be deducted from unpaid earnings.

Prior Accounts and Termination. By registering for a new Account, the Service Provider represents and warrants that any prior CleanWhale account held by the Service Provider was not previously terminated or suspended due to violations of these Terms or other Platform rules. Upon termination of an Account, access to the Platform and any associated information will be revoked. CleanWhale may delete or retain Account-related information in accordance with its Privacy Policy. There is no guarantee that data will be recoverable following account termination.

CONTRACTOR STATUS, RESPONSIBILITIES, AND PERFORMANCE STANDARDS

Independent Contractor Status. The Service Providers are independent contractors and are not employees, agents, joint venturers, or representatives of CleanWhale for any purpose. CleanWhale's role is limited to operating a technology Platform that connects Customers with independent Service Providers, and CleanWhale does not provide Services itself. Nothing in these Terms shall be construed as creating an employer-employee relationship between CleanWhale and any Service Provider. You have the right to control and determine the manner and means of your work, and you are free to accept or decline any particular Job offer in your discretion. You are also free to engage in any other business or perform Services through other platforms or for other clients at any time (including Services competitive to CleanWhale), with no exclusivity. You further acknowledge that you operate an independent business, customarily engaged in providing the Services offered through CleanWhale, and that the Services you provide are outside the usual course of CleanWhale's business.

No Agency or Benefits. The Service Provider has no authority to bind or speak for CleanWhale, and the Service Provider shall not hold itself out as an employee or agent of CleanWhale. Because the Service Provider is not an employee, the Service Provider is not eligible for any employment benefits from CleanWhale, such as salary, overtime, health insurance, workers' compensation, unemployment insurance, or any other employee-only benefits. CleanWhale will not withhold or pay any payroll taxes on the Service Provider's behalf, nor make any contributions to social security, unemployment, workers' compensation, or other programs, which are solely the Service Provider's responsibility.

Waiver of Misclassification Claims. The Service Provider expressly agrees, acknowledges, and warrants that the Service Provider is an independent contractor to CleanWhale and not an employee. To the maximum extent permitted by law, the Service Provider waives any claims or rights to assert that the Service Provider is or was an employee of CleanWhale, and the Service Provider waives any claims to wages, overtime, benefits, or remedies under any employment-related laws (such as wage and hour, workers' compensation, or unemployment insurance claims) based on the Service Provider's relationship with CleanWhale. The Service Provider confirms that they have had the opportunity to consult independent legal or tax counsel regarding the implications of this waiver. The Service Provider also agrees to indemnify and hold CleanWhale harmless from any claims, fines or liabilities (including reasonable attorneys' fees) that arise from any assertion by the Service Provider or a third party that the Service Provider was misclassified or denied any employment benefit.

Professional and Legal Obligations. The Service Providers agree to perform all accepted jobs with due care, professionalism, punctuality, and in compliance with all applicable laws and industry standards. The Service Providers shall comply with (i) the scope and instructions provided by the Customer and (ii) the outcome-based quality standards established by CleanWhale, including those outlined in the Standards and Guidelines and communicated during onboarding or orientation materials. These standards describe the expected results but do not prescribe the specific manner or means by which the Services are to be performed. Deviation from the Customer instructions is permitted only to protect health, safety, or property where timely Customer consent cannot reasonably be obtained. All other deviations constitute material breaches.

Use of Tools and Materials. The Service Providers are responsible for performing all jobs at their own cost and risk, using their own tools, supplies, transportation, and personnel, unless otherwise agreed in writing.

Personnel and Subcontracting. The Service Providers may not subcontract or delegate Jobs without CleanWhale's prior written consent. A Service Provider may, however, recommend a qualified substitute to perform the Services, provided that the substitute successfully completes CleanWhale's standard vetting and onboarding procedures and agrees to comply with these Terms. The Service Provider remains solely responsible for the Services arranged through their account, including ensuring that the work meets the quality and safety standards applicable to the CleanWhale Platform.

Service Provider Rating. The Service Provider is required to maintain an average customer rating of no less than 4.0 out of 5.0, calculated on a rolling four-week basis. Failure to meet this threshold may result in suspension or removal from the Platform.

Job Scheduling and Completion. Jobs must be performed at the time and location specified in the CleanWhale Platform. The Service Providers may mark themselves unavailable in advance. The Service Providers who opt into 24/7/365 availability agree to remain reachable and responsive during their selected timeframes. Upon completing a job, the Service Providers must facilitate handover through the Platform, including any necessary demonstration to confirm Customer satisfaction and compliance with the Standards and Guidelines. Payment will not be issued for Jobs that are materially incomplete or defective, meaning the core tasks agreed upon with the Customer were not performed or fall below the outcome-based standards set forth in Section 4.4 and the Service Provider Standards and Guidelines.

Platform Conduct and Brand Use. The Service Providers must interact with the Customers and CleanWhale staff in a courteous, lawful, and professional manner. Discrimination, harassment, or unprofessional behavior is grounds for suspension or removal from the Platform. The Service Providers may not solicit the Customers for Services outside the Platform. The Service Providers must maintain the confidentiality of their login credentials and are responsible for all account activity. Unauthorized data collection, disruption of Platform Services, or use of CleanWhale branding without written permission is prohibited.

Invoicing and Payment. The CleanWhale Platform generates weekly reconciliation statements and monthly invoices for completed and customer-confirmed Jobs. The Service Providers shall review each statement or invoice and promptly notify CleanWhale of any discrepancies. CleanWhale reserves the right to reject or adjust invoices that do not align with platform records or applicable policies. The Service Providers shall review and either confirm or dispute any reconciliation statement issued by CleanWhale within one (1) business day of receipt. Failure to provide notice of a dispute within this period constitutes irrevocable acceptance of the reconciliation statement.

Mutual Obligations. CleanWhale agrees to maintain the integrity of the Platform by (a) providing timely and accurate payment processing, (b) handling disputes in good faith and in a commercially reasonable manner, and (c) ensuring fair and transparent enforcement of Platform policies. CleanWhale will not impose penalties, offsets, or suspensions without a documented basis and prior written notice to the Service Provider.

Documentation and Property Return. The Service Providers must return all documents, materials, or other property received from the Customers or CleanWhale upon request. The Service Providers must maintain and provide customary records or documentation related to each job, in physical or digital form, as required.

Violations, Investigations, and Termination. CleanWhale reserves the right to investigate suspected violations of these Terms and to suspend or terminate Platform access at its sole discretion. The Service Providers agree to cooperate with any investigation and to promptly provide information requested by CleanWhale.

PAYMENT TERMS

Payment Collection and Invoicing. All payments are processed through a third-party payment processor designated by CleanWhale (the "Payment Processor"). CleanWhale does not itself hold or receive the Customer funds and acts solely as the authorized payment collection agent of the Service Provider for the limited purpose of collecting payments from the Customers. This agency relationship is limited to payment collection and does not create any other principal-agent relationship between CleanWhale and the Service Provider. All such payments are deemed received by the Service Provider upon receipt by the Payment Processor. CleanWhale facilitates disbursements to Service Providers on a periodic basis (as detailed in the Terms) for administrative convenience and to accommodate any applicable refund or dispute resolution processes under the Terms of Service. CleanWhale does not itself provide the services being paid for and does not transmit funds as a principal. CleanWhale issues totals shown in the weekly reconciliation statements issued pursuant to Section 5.2 (Weekly Reconciliation). CleanWhale will also issue monthly invoices and amounts available for invoicing are determined by these reconciliation statements.

Each invoice includes:

• the Service Provider's legal name and business entity (if applicable);
• Taxpayer Identification Number (TIN), Social Security Number (SSN), or Employer Identification Number (EIN);
• Job reference or order numbers;
• Total amount due;
• Dates of service; and
• Any other information required by federal or state tax law, including compliance with IRS Form W-9.

Weekly Reconciliation. CleanWhale will generate weekly reconciliation statements summarizing all Jobs completed and accepted during the preceding period, reflecting (i) amounts processed via cashless payment, (ii) applicable platform fees, adjustments, or chargebacks, and (iii) the Service Provider's net earnings. The Service Provider shall review and either confirm or dispute each reconciliation statement within one (1) business day of receipt, and failure to respond within this period constitutes irrevocable acceptance of the statement.

Platform Fees and Disbursement Timing. All payments are subject to a service commission or Platform fee, which will be automatically deducted by CleanWhale prior to disbursement, or set off against amounts owed by the Service Provider to CleanWhale. The applicable commission rate is disclosed during Service Provider onboarding and may be modified upon thirty (30) days' prior written notice to the Service Provider. Payments are typically disbursed weekly via ACH or another designated electronic method, based on completed Jobs reflected in the weekly reconciliation. CleanWhale may defer disbursement until the Service Provider's payable balance exceeds USD 25 or another threshold displayed on the Platform. CleanWhale reserves the right to withhold or delay payment (a) if a Job is under dispute or subject to a customer complaint, (b) if there is evidence of a policy violation, or (c) to offset any amounts due to CleanWhale from the Service Provider. CleanWhale is not responsible for delays caused by banks, payment processors, or errors in the Service Provider's provided account information. CleanWhale does not disburse or accept cash payments. Platform fees previously retained by CleanWhale in connection with a disputed Job are non-refundable and constitute compensation for technology and marketplace services already provided.

Chargebacks. If a Customer initiates a credit-card chargeback, CleanWhale may (a) provide evidence to the card network on behalf of the Service Provider, (b) temporarily debit the disputed amount from the Service Provider's next payout, and (c) reinstate the amount if the dispute is resolved in the Service Provider's favor.

Taxes and Reporting. The Service Providers are solely responsible for all tax obligations arising from payments received under these Terms of Service, including federal, state, and local income taxes, self-employment taxes, and any sales or use taxes that may apply. CleanWhale will issue IRS Form 1099-NEC to each Service Provider who earns $600 or more in a calendar year, in accordance with federal tax law. The Service Provider must submit a completed IRS Form W-9 prior to receiving any payouts and shall update the form within ten (10) days of any change to its tax information. CleanWhale does not provide tax advice, and the Service Provider is solely responsible for consulting a qualified tax professional regarding its tax obligations.

Pricing Tiers. CleanWhale maintains tiered service categories that reflect varying levels of experience, expertise, and service quality. Service Providers may elect to register under these tiered categories and each tier carries distinct pricing structures and corresponding customer expectations as set forth on the Platform.

Tips and Gratuities. The Customers may offer voluntary tips for exceptional service. Tips may be provided directly in cash or included in the Customer's credit card payment. CleanWhale does not retain any portion of tips—100% of the tip amount will be passed through to the Service Provider who completed the job. Tips are not guaranteed and do not constitute part of the standard service compensation. The Service Providers must not solicit tips in a manner that undermines Platform professionalism or detracts from the Customer experience. If a Customer reverses or disputes a credit-card tip, CleanWhale may deduct the disputed amount from the Service Provider's upcoming payouts. CleanWhale does not collect, withhold, or process tips provided directly by the Customer and makes no guarantee that tips paid outside of CleanWhale's designated tipping features, if any, will be received by the Service Provider.

JOB CANCELLATIONS

Service Provider Cancellations. The Service Providers may cancel a scheduled Job prior to its start time. If a Service Provider cancels a Job that falls within the Service Provider's declared Availability Window less than twenty-four (24) hours before the scheduled start, the Service Provider shall pay Liquidated Damages equal to the Customer-facing Job price, as set forth in the Fee Schedule. A Service Provider may cancel penalty-free within fifteen (15) minutes of accepting a Job, provided that the Job is scheduled to begin more than twenty-four (24) hours later and has not yet entered the auto-assign queue. All cancellations must be submitted through the Platform's designated cancellation function or another approved method. Repeated, unreasonable, or last-minute cancellations may result in additional penalties, including delayed payouts, temporary or permanent suspension of Platform access, or forfeiture of compensation for other completed Services.

Customer Cancellations. The Customers may cancel jobs using the Platform's published cancellation procedures. The Customers may cancel a scheduled Job more than twenty-four (24) hours before the scheduled start time without incurring any fee. If a cancellation is made twenty-four (24) hours or less before the scheduled start time, CleanWhale will charge a late-cancellation fee equal to fifty percent (50%) of the Job price. If a Customer cancels within two (2) hours of the scheduled start time or fails to provide the Service Provider with access within fifteen (15) minutes of the scheduled start, the full Job price will be charged. Cancellation fees may be waived, at CleanWhale's sole discretion, upon documented proof of a Force Majeure event submitted within seventy-two (72) hours of the scheduled Job. The Service Providers are not entitled to compensation for canceled jobs unless otherwise agreed in writing in accordance with Section 11 (Notices and Communications) or if the cancellation occurs after the Service Provider has arrived at the job site.

CleanWhale Cancellations. CleanWhale reserves the right to cancel any Job at its discretion. Reasons for cancelation may include the Customer's misconduct, the Service Provider's violations, safety concerns, or service unavailability. CleanWhale shall not be liable for any costs, losses, or damages resulting from such cancellations.

CONDUCT EXPECTATIONS

General Standards. All users of the CleanWhale Platform—including the Service Providers and the Customers—are expected to interact in a lawful, professional, and respectful manner. The Customers are governed by separate Terms of Service, which also outline behavioral and conduct expectations.

Monitoring and Enforcement. While CleanWhale does not actively control or guarantee user conduct, it reserves the right, but not the obligation, to monitor activity on the Platform. CleanWhale may investigate any behavior it deems abusive, unsafe, misleading, unlawful, or inconsistent with Platform values.

Violations and Discipline. CleanWhale may suspend or terminate the Service Provider's access at its sole discretion based on violations of these Terms or conduct standards. The Service Providers agree to cooperate with any investigations and to provide information reasonably requested to resolve issues, ensure safety, or enforce compliance.

Rating System and Quality Control. CleanWhale utilizes a customer rating and feedback system to maintain high service quality across the Platform. Service Providers agree to participate in this system and understand that repeated poor ratings may result in account suspension or termination. Providers may be given the opportunity to appeal or take corrective measures before account deactivation.

THEFT AND DAMAGE POLICY

Property Damage. The Service Providers are responsible for any damage caused to Customer property while performing Services. CleanWhale will document and substantiate any claimed property damage with dated photographs, video evidence, or third-party repair estimates before seeking reimbursement from the Service Provider. The Service Provider's liability is limited to the direct, out-of-pocket cost of repair or like-for-like replacement and expressly excludes any indirect, consequential, special, or punitive damages. CleanWhale may investigate reported incidents and, at its discretion, deduct the cost of repairs or replacements from any amounts owed to the Service Provider. Where necessary, CleanWhale may also seek reimbursement directly from the Service Provider.

Theft Allegations. While CleanWhale does not insure against theft, it takes all substantiated theft claims seriously. A confirmed report of theft may result in immediate suspension or permanent termination of the Service Provider's account. CleanWhale may also refer such incidents to the appropriate authorities for legal follow-up.

DURATION AND TERMINATION OF TERMS

Commencement and Duration. These Terms shall commence on the date the Service Provider registers on the CleanWhale Platform and shall remain in effect until terminated by either party in accordance with these Terms. CleanWhale reserves the right to deactivate dormant accounts, restrict access to the Platform at any time, or update these Terms with reasonable notice to the Service Provider.

Termination by Either Party. Either party may terminate these Terms for convenience by providing at least twenty-four (24) hours' written notice through the in-app support channel, provided that all accepted Jobs have been completed or cancelled in accordance with Section 6. No termination for convenience may take effect less than twenty-four (24) hours before a scheduled Job. This termination right is independent of CleanWhale's right to suspend or terminate immediately for cause as set out above. Termination will not affect any rights or obligations that accrued prior to the effective date of termination.

Immediate Suspension or Termination by CleanWhale. CleanWhale may immediately suspend or terminate the Service Provider's access to the Platform if the Service Provider materially breaches these Terms, fails to comply with applicable laws, or engages in conduct that threatens the safety, integrity, or reputation of the Platform.

CLEANWHALE'S RIGHTS AND OBLIGATIONS

Job Verification and Payment Release. CleanWhale reserves the right to verify with the Customer that Services have been properly completed before releasing payment to the Service Provider. If the Customer neither confirms nor disputes the completion of a Job within twenty-four (24) hours after its reported completion, CleanWhale may automatically deem the Job accepted and, at its sole discretion, release payment to the Service Provider.

Offsets and Deductions. CleanWhale may offset any penalties, damages, or other claims against payments otherwise due to the Service Provider, and the Service Provider expressly authorizes such offsets and acknowledges they are a material term of these Terms. This includes deductions from unpaid statements or invoices or reimbursement claims arising from service failures, policy violations, or customer complaints. These rights are exercised at CleanWhale's sole discretion to maintain Platform integrity and ensure service quality.

NOTICES AND COMMUNICATIONS

All notices and communications under these Terms must be in writing and delivered via the email address associated with the Service Provider's CleanWhale account or through Platform notifications. Notices shall be deemed received when sent unless returned as undeliverable. The Service Providers are responsible for maintaining accurate and up-to-date contact information within their accounts.

DISPUTE RESOLUTION AND BINDING ARBITRATION

You and CleanWhale agree to resolve any disputes arising out of or relating to these Terms, the Services, or your use of the CleanWhale Platform through final and binding arbitration, except as otherwise expressly provided below.

Informal Resolution Required. Before initiating arbitration, you and CleanWhale agree to first attempt to resolve any dispute informally by providing written notice to the other party and engaging in good-faith negotiations for at least thirty (30) days. If the dispute is not resolved within thirty (30) days, either party may initiate binding arbitration.

Binding Arbitration. Any unresolved dispute shall be submitted to arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, where appropriate, its Supplementary Procedures for Consumer-Related Disputes. The arbitration shall be conducted by a single arbitrator and take place in the U.S. state where the Service Provider primarily performs Services, unless otherwise agreed by the parties in writing. You and CleanWhale agree that the arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this provision is void or voidable. Unless the arbitrator determines that an in-person hearing is necessary, the arbitration may, at CleanWhale's election, be conducted solely based on submitted documents, teleconference, or video conference. The claimant shall advance AAA filing and arbitrator fees in accordance with the applicable AAA Rules. The arbitrator may reallocate such fees as required by applicable law or in the final award.

Small Claims Court Carve-Out. Notwithstanding the foregoing, any dispute or claim that falls within the monetary and subject-matter jurisdiction of a small claims court under the applicable state law shall be brought exclusively in such small claims court and shall not be submitted to arbitration. The parties expressly agree that arbitration shall not be permitted for any claim that is eligible to be resolved in small claims court.

Statute of Limitations. Any claim, dispute, or cause of action arising out of or related to these Terms, whether brought in arbitration, in small claims court, or in any other court of competent jurisdiction (if and as applicable), must be filed within one (1) year from the date the claim arose. Failure to initiate such claim within this period shall result in a permanent bar to the claim.

Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND CLEANWHALE AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ONLY IN YOUR OR CLEANWHALE'S INDIVIDUAL CAPACITY AND NOT AS A CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION. YOU EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Unless both parties agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.

Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidential information.

Confidentiality. All aspects of the arbitration proceeding, including but not limited to the hearing, pleadings, discovery, and the arbitration award, shall be kept strictly confidential, except as necessary to enforce an award or as required by applicable law.

Governing Law; Jurisdiction for Non-Arbitrable Matters. These Terms and any dispute arising hereunder shall be governed and construed in accordance with the laws of the State of Delaware without reference to conflicts of law rules and principles. For any dispute or claim that is not subject to arbitration under this Section—including but not limited to actions to enforce an arbitration award or to seek injunctive or equitable relief as described in Section 12.6—the parties agree that such action shall be brought exclusively in the state or federal courts located in Delaware. Each party consents to the personal jurisdiction of such courts for these purposes and agrees to accept service of process by electronic means, including email, with service deemed complete upon transmission.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the CleanWhale name, logo, website, applications, and Platform content (excluding the Service Provider-submitted content) are owned by or licensed to CleanWhale. The Service Providers may not copy, modify, distribute, or use any part of the CleanWhale Platform for any purpose other than as expressly authorized under these Terms. Any unauthorized use or infringement may result in immediate termination and legal action.

To the extent the Platform enables the submission or upload of content by Service Providers, such submission is permitted solely for purposes directly related to the performance, verification, documentation, or resolution of a specific Job facilitated through the Platform. Without limitation, such permissible content may include photographs or other materials evidencing service completion or service-related issues (collectively, "Permitted Content").

Service Providers shall not upload, transmit, submit, or otherwise make available through the Platform any content that: (a) infringes, misappropriates, or otherwise violates any copyright, trademark, trade secret, moral right, or other intellectual property or proprietary right of any third party; (b) consists of or includes logos, branded materials, manuals, instructions, images, videos, audio recordings, documents, or other works owned or controlled by third parties, unless the Service Provider is the lawful rights holder or has obtained all rights, licenses, consents, and permissions necessary for such submission and the contemplated use by CleanWhale; (c) consists of software, executable files, source code, scripts, archives, or other non-media or machine-readable files not expressly requested or enabled by the Platform; or (d) is unrelated to, or not reasonably necessary for, the performance, verification, customer communication, or dispute resolution of a specific Job.

CleanWhale does not request, require, or encourage the submission of any content other than Permitted Content. Any submission of content outside the scope of Permitted Content shall constitute a material breach of these Terms of Service.

CleanWhale reserves the right, in its sole discretion and without prior notice, to remove, disable access to, restrict, or permanently delete any content submitted to the Platform, and to suspend or terminate the Service Provider's Account, if CleanWhale reasonably determines that such content violates these Terms of Service, applicable law, or the rights of any third party.

By uploading or otherwise submitting Permitted Content to the Platform in accordance with these Terms of Service, the Service Provider grants CleanWhale a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, display, reproduce, and use such Permitted Content solely in connection with the operation, maintenance, support, and improvement of the Platform and the Services. The Service Provider represents and warrants that it has all rights, licenses, consents, and permissions necessary to grant the foregoing license with respect to such Permitted Content.

For the avoidance of doubt, no license or other rights are granted to CleanWhale with respect to any content submitted outside the scope of Permitted Content or in violation of these Terms of Service, and any such content shall be deemed submitted without authorization and outside the scope of this Agreement.

INDEMNIFICATION

By entering into these Terms and using the Website, Platform, Apps and/or Services, the Service Provider agrees to defend, indemnify and hold CleanWhale and its parent organizations, subsidiaries, affiliates, shareholders, directors, officers, employees, attorneys, representatives and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) the Service Provider's violation or breach of any term of these Terms or any applicable law or regulation, whether or not referenced herein; (b) the Service Provider's violation of any rights of any third party, including providers of Services arranged via the Website, Platform, Apps and/or Services; (c) the Service Provider's use or misuse of the Website, Platform, Apps and/or Services; (d) any claim, damage, or loss arising from or related to the Services the Service Provider provides to any Customer (including personal injury, death, or property damage resulting from the Service Provider's acts or omissions, and any disputes over service quality or outcomes); and (e) any fines, penalties, audits, investigations, or claims by a government entity or other party alleging that CleanWhale has any responsibility or liability for the Service Provider's actions or omissions – including claims that CleanWhale is the Service Provider's employer or joint employer, or is required to withhold taxes or provide any employment-related benefits on the Service Provider's behalf.

IF THE SERVICE PROVIDER IS A RESIDENT OF ANY STATE WHERE ANY PORTION OF THE ABOVE INDEMNIFICATION PROVISIONS WOULD BE INVALID UNDER APPLICABLE STATE LAW, SUCH PROVISIONS SHALL BE ONLY AS BROAD AND INCLUSIVE AS PERMITTED UNDER THE LAWS OF SUCH STATE. THE INVALIDITY OF ANY PORTION OF THIS SECTION UNDER STATE LAW SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, CleanWhale shall not be liable to the Service Provider for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, arising out of or related to the use of the Platform or Services, even if CleanWhale has been advised of the possibility of such damages. The total aggregate liability of CleanWhale and its parent organizations, subsidiaries, affiliates, and their respective officers, directors, employees, and agents under these Terms shall not exceed the total platform fees retained by CleanWhale from the Service Provider's Jobs during the six (6) months immediately preceding the first event giving rise to the claim, or five thousand U.S. Dollars (USD $5,000), whichever is lower. The limitations in this Section constitute the parties' exclusive remedy and form an essential basis of the bargain between the parties. This limitation applies regardless of the legal theory under which liability is asserted, including contract, tort (including negligence), strict liability, or otherwise.

CONFIDENTIALITY AND DATA PROTECTION

The Service Providers agree to maintain the confidentiality of all non-public information obtained through their use of the Platform, including Customer contact details, service preferences, and other sensitive information. Service Providers may access and use Customer personal data solely for the purpose of performing the specific Job and must not retain, combine, disclose, or repurpose such data for marketing or any other secondary use. Unless a longer retention period is required by applicable law, the Service Providers shall promptly delete or irreversibly anonymize all Customer personal data upon completion of the Job. Any confirmed or reasonably suspected data breach constitutes a material breach of these Terms and may result in immediate suspension or termination, in addition to the indemnification obligations set forth in Section 14. CleanWhale may, but is not obligated to, audit a Service Provider's compliance with this Section upon reasonable notice, and failure to cooperate with such an audit shall be deemed a material breach. The Service Providers must comply with all applicable data protection and privacy laws, and must immediately (and in no event later than 24 hours after discovery) notify CleanWhale in writing of any actual or suspected data breach or unauthorized disclosure. CleanWhale processes personal data in accordance with its Privacy Policy, which is incorporated by reference into these Terms.

MISCELLANEOUS

Non-Disparagement. The Service Provider agrees that it and its employees and representatives, if and as applicable, shall not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement that is likely to have the effect of undermining or disparaging the reputation of CleanWhale or its goodwill, products, or business opportunities or that is likely to have the effect of undermining or disparaging the reputation of any officer, director, agent, representative, or employee, past or present, of CleanWhale. Nothing in this section shall prohibit the Service Provider from making good-faith reports to regulatory or law enforcement authorities, or from providing truthful statements in legal proceedings, including those filed under seal or otherwise protected by law.

Non-Solicitation of Customers. The Service Provider acknowledges that CleanWhale's customers (including any Customer to whom the Service Provider is introduced or provides Services via the CleanWhale Platform) are a valuable business asset of CleanWhale. Accordingly, so long as the Service Provider maintains an active Account and for a period of twelve (12) months following the termination or deactivation of the Service Provider's CleanWhale Account, the Service Provider agrees not to, either directly or indirectly, solicit or provide any Services to any Customer the Service Provider encountered through the CleanWhale Platform, except through the CleanWhale Platform or with CleanWhale's prior written consent. This means, among other things, you will not encourage or invite CleanWhale customers to hire you privately off-Platform, accept work from them outside the Platform, or otherwise circumvent CleanWhale in any bookings with those Customers. If you receive any such request from a Customer, you must decline and refer them back to the Platform. You further agree not to use CleanWhale's Customer information for any purpose outside the scope of the Services on the Platform. Any breach of this section is a serious violation: it will result in immediate termination of your CleanWhale Account and may result in legal action, including claims for damages or injunctive relief to prevent further breaches. For each breach of the non-solicitation covenant, the Service Provider shall pay CleanWhale Liquidated Damages in an amount equal to the greater of (a) Five Thousand U.S. Dollars (USD $5,000), or (b) the platform fees that CleanWhale would reasonably have earned on the solicited Job(s) during the six (6) months following the breach. The parties agree and acknowledge that this amount constitutes a reasonable and proportionate pre-estimate of the actual damages CleanWhale would suffer as a result of such breach, which would otherwise be difficult to quantify, and is not intended as a penalty.

Third Party Beneficiaries. Except as expressly provided in these Terms, no third party shall have any rights or remedies under these Terms. These Terms are intended solely for the benefit of the Service Provider and CleanWhale.

Assignment. CleanWhale may assign or delegate these Terms of Service, in whole or in part, to any person or entity at any time with or without Service Provider's consent. Service Provider, however, may not assign or delegate any rights or obligations under these Terms of Service without CleanWhale prior written consent, and any unauthorized assignment and delegation by the Service Provider shall be void and ineffective.

Survival. The following Sections shall survive the termination of these Terms of Service: Section 12 (Dispute Resolution and Binding Arbitration), Section 13 (Intellectual Property Rights), Section 14 (Indemnification), Section 15 (Limitation of Liability), Section 16 (Confidentiality and Data Protection), Section 17 (Miscellaneous), together with any other provisions that by their nature are intended to survive termination, including obligations to pay amounts owed, protect CleanWhale's intellectual property, and maintain the confidentiality of Customer or Platform data.

Feedback. Service Providers may from time to time provide suggestions, comments, or other feedback to CleanWhale with respect to any product, material, software, or information provided by CleanWhale ("Feedback"). Such Feedback is warmly appreciated and welcomed, as CleanWhale strives to bring you the best possible Services. All Feedback is and shall be entirely voluntary and shall not, absent a separate agreement, create any confidentiality obligation for CleanWhale. CleanWhale will not disclose the source of any feedback without notice to the providing party. However, CleanWhale shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to the Service Provider. The foregoing shall not, however, affect either party's obligations hereunder with respect to the information protected pursuant to CleanWhale's Privacy Policy.

Agreement to Deal Electronically. All transactions with or through the Website, Platform, Apps and/or Services will be conducted and executed electronically. CleanWhale may keep records of any type of communication conducted via the Website, Platform, Apps and/or Services. The Service Providers AGREE to receive electronic communications from CleanWhale, which shall include all Terms of Services, disclosures, and notifications, and that such communications will always be in writing. All electronic records are deemed sent when they are properly addressed to the recipient and the record enters an information processing system outside the control of the sender or the record enters a region of an information processing system under the recipient's control. All electronic records are received when the record enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent, in a form capable of being processed by that system, and from which the recipient is able to retrieve the electronic record.

Injunctive Relief. The Service Provider acknowledges and agrees that any violation or breach of these Terms of Service may cause CleanWhale immediate and irreparable harm and damage. As a result, CleanWhale has the right to, and may in its sole discretion, immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief against the Service Provider regarding any violation or breach of these Terms of Service. In addition to any and all other remedies available to CleanWhale in law or in equity, CleanWhale may seek specific performance of any term in these Terms of Service.

Force Majeure. Neither the Service Provider nor CleanWhale shall be considered to be in default or breach of these Terms of Service, and shall be excused from performance or liability for damages to the other party, if and to the extent the Service Provider or CleanWhale shall be delayed in or prevented from performing or carrying out any of the provisions of these Terms of Service, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond the Service Provider's or CleanWhale's reasonable control, including any curtailment, order, regulation (including sanctions), or restriction imposed by governmental, military or lawfully established civilian authorities. A Force Majeure event does not include an act of negligence or intentional wrongdoing by the Service Provider or CleanWhale. The affected party shall provide written notice of the Force Majeure event within a reasonable time, but no later than two (2) days after becoming aware of it, and failure to provide such notice shall waive the right to claim relief for any period of delay prior to the delivery of notice.

Severability. These Terms of Service will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of these Terms of Service is held to be invalid or unenforceable under applicable law, then (i) such provision will be interpreted, construed, or reformed to the extent necessary to render the same outcome as attempted in the original writing (or as close thereto as possible); and (ii) such invalidity or unenforceability will not affect any other provision of this Terms of Service.

Waiver; Terms of Service Rights. In the case CleanWhale waives any breach or any rights under these Terms of Service, such waiver will affect only that particular situation and will not waive any other future breach. Additionally, the failure of CleanWhale to enforce these Terms of Service under strict performance will not be construed as a waiver of CleanWhale's rights and remedies, herein, nor shall the particular failure to enforce said situation stand as precedent that CleanWhale does not enforce these Terms of Service under strict performance. CleanWhale fully intends to enforce these Terms of Service in strict performance, however, CleanWhale reserves the right to enforce and waive breaches, remedies, and rights on a case-by-case basis. Any such waiver, as discussed above, must be made in writing and executed by CleanWhale, and when appropriate, the Service Provider, in order for any effect to be given to such waiver. No waiver will be effective without CleanWhale's authorized signature, and when the Service Provider's signature is required, no waiver also will be effective without the Service Provider's authorized signature.

Expenses. The substantially prevailing Party in any legal action, including arbitration, brought by one Party against the other and arising out of these Terms shall be entitled, along with any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorney's fees. Such fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose. Such fees shall be in addition to any other relief that may be awarded.

Headings. The section and subsection headings contained in these Terms are for reference and convenience only and shall not affect the meaning, construction, or interpretation of any provision herein.

Language. In the event these Terms are translated into any language other than English, the English version shall prevail and govern in case of any inconsistency or conflict between the versions.

Entire Terms of Service. These Terms of Service (as may be updated from time to time, with the most recent version being controlling), together with the CleanWhale Privacy Policy, constitute the entire agreement between CleanWhale and the Service Provider to Access and Use the Website, Apps, and Services. No waivers will be given effect that are not in writing, and likewise, no other documents shall be consulted or are necessary in interpretation of this Terms of Service between CleanWhale and the Service Provider, besides these Terms of Service and the Privacy Policy. These Terms of Service and all documents and communications related thereto are and will be written in English. Unless allowed for and excepted by these Terms of Service, the agreement between CleanWhale and the Service Provider is wholly contained, herein.

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