TERMS OF USE AGREEMENT
THIS TERMS OF USE AGREEMENT ("Agreement") is made between HomeZebra, LLC ("Provider") and the subscriber ("User") who is a registered user of the services Provider provides, including information storage and sharing, home service referrals and service provider reviews (the "Service") through Web sites owned, operated and provided by Provider (the "Web Sites").
BY CHECKING THE ACCEPTANCE BOX OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, USER EXPRESSLY AGREES AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, USER MUST NOT CHECK THE BOX INDICATING ACCEPTANCE, PROVIDER WILL PROMPTLY CANCEL THIS TRANSACTION AND USER MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE.
1. Service Terms and Limitations
a. Description. User may search for services and referrals and store home information as part of the Service and information and referrals will be made available to User through the User’s account on the Web Sites. The Service is proprietary to Provider and is protected by intellectual property laws and international intellectual property treaties. User's access to the Service is licensed and not sold. Provider agrees to provide User with a personal, non-transferable, non-sublicensable and non-exclusive account, which enables User to access and use the Service.
b. Referrals. Provider does not endorse any third party referral provided through the Services or guaranty the performance, suitability or quality of services by any third party referral given through the Services. User should conduct its only evaluation of the suitability of any third party referral provided and User should make an independent decision whether to engage any third party referral provided through the Services. User’s selection and use of any third party provider referred to User is at User’s sole risk. User shall have sole liability for the payment for the services of any third party provider; provided however, if the real property sales transaction for which the third party was retained does not close, for any reason, and the third party was identified, selected and retained by User through the Services, Provider shall pay for the services of the third party provider (but excluding any other costs or expenses that may be incurred by such third party provider in providing the services, including without limitation, appraisal services, survey services, environmental services). Notwithstanding the foregoing, if the User, within twelve months of receiving the services of the third party provider consummates a transaction for the property for which the third party services were provided and for which Provider paid for such services, User shall reimburse Provider for such payment made by Provider to such third party provider.
c. Accessibility. User agrees that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Provider may undertake from time to time; (iii) Internet accessibility; or (iv) causes beyond the control of Provider or which are not reasonably foreseeable by Provider, and that Provider shall have no liability arising from or related to such inaccessibility or inoperability.
d. Equipment. User shall be solely responsible for providing, maintaining and ensuring compatibility with the Service, all hardware, software, electrical and other physical requirements for User's use of the Service, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Service.
e. Links. The Web Sites may contain links to third party sites that Provider does not own or maintain. With respect to those sites, Provider assumes no liability, and does not endorse or make any representations about any information, products, or services associated with those sites, or any results that may be obtained from using such sites. User’s access and use of such third party sites, and use of any information obtained as a result of that access, is at User’s sole risk. Provider may provide certain social media features that enable you to send emails or other communications with certain content, or links to certain content, on this Web Site. User may use these features solely as they are provided by Provider and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions provided with respect to such features. User must not: (i) cause the Web Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking; (ii) link to any part of the Web Site other than the homepage; or (iii) otherwise take any action with respect to the materials on this Web Site that is inconsistent with any other provision of these Terms of Use. User agrees to cooperate with Provider in causing any unauthorized framing or linking immediately to stop. Provider reserves the right to withdraw linking permission without notice. Provider may disable all or any social media features and any links at any time without notice in Provider’s discretion.
f. System. The software, including all files, images, and video contained in or available through the Web Sites and provided as part of the Service, and accompanying data (together, the "System") is deemed to be licensed to User by Provider solely for User’s personal use. Neither title nor intellectual property rights are transferred to User, but remain with Provider, who owns full and complete title. User shall not resell or grant access to anyone else to the Services for which the User has subscribed and User shall not decompile, reverse engineer, disassemble, or otherwise convert the System to a human perceivable form.
2. Intellectual Property
a. Copyright and Other Proprietary Rights. Provider owns and retains the copyrights and other proprietary rights in the Service, System and in its name, except for public domain material and such data, electronic mail, and material on Internet message boards as provided specifically by User, if any. All copyrightable material displayed on, or downloaded from, Provider’s Web Site is copyrighted, and may not be copied, performed, duplicated, displayed, distributed, published, redistributed, transmitted or retransmitted or have derivative works made therefore without permission of the copyright owner, except for User’s display of the material solely for User’s personal use. No User may remove, alter or cover any copyright or other proprietary notices placed on Provider’s Web Site.
b. Intellectual Property Rights of Third Parties. Users posting material on or through the Service or obtaining material from sources other than Provider on or through the Service, shall not do so in any manner that infringes the copyrights or other intellectual property rights of third parties. Provider has the right to terminate User's access to the Service, in whole or part, and to terminate this Agreement if, in the opinion of Provider, User becomes a repeat or flagrant abuser of third parties' copyrights or other intellectual property rights. Furthermore, if Provider is subject to liability or incurs costs in defending any allegation of liability resulting from User's postings, User shall indemnify and make Provider whole, including paying reasonable attorney's fees.
3. Security
While Provider has made commercially reasonable efforts to make the Service secure, User shall be solely responsible for any authorized or unauthorized access to User's account by any person. User agrees to bear all responsibility for the confidentiality of User's password and User name. Provider shall have no liability arising from or relating to any breach of the security of the Web Site, Service or System, regardless of the cause, means or fault.
4. User Representations
User represents and warrants to Provider that: (a) User is over the age of eighteen and has the power and authority to enter into and perform User's obligations under this Agreement; (b) all information provided by User to Provider is truthful, accurate and complete; (c) User shall comply with all terms and conditions of this Agreement; and (d) User shall comply with all applicable laws and regulations with respect to the use of the Service.
5. Prohibited Uses
User is solely responsible for any and all acts and omissions that occur under User's account or password, and User agrees not to engage in unacceptable use of the Service, which includes, without limitation, use of the Service to disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person, fraudulent use or any other misuse of the Service.
6. Termination
This Agreement is effective upon User's acceptance as set forth herein and shall continue in full force until terminated. Provider reserves the right, in its sole discretion and without notice, at any time the Provider believes the User to be in breach or violation of any of the terms of this Agreement, to: (a) remove or disable access to all or any portion of the Service; (b) suspend User's access to or use of all or any portion of the Service; and (c) terminate this Agreement. Provider may terminate or discontinue the Services and this Web Site at any time in the Provider’s sole discretion. Upon termination or suspension of User’s access to the Services or termination of this Agreement, Company shall have no further obligations to User under this Agreement.
7. Disclaimer of Warranties
THE SERVICE AND SYSTEM ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE AND SYSTEM ARE AT USER'S SOLE RISK. PROVIDER DOES NOT WARRANT THAT THE SERVICE OR SYSTEM WILL BE SECURE, UNINTERRUPTED OR ERROR FREE, NOR DOES PROVIDER MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE OR SYSTEM. PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE OR SYSTEM.
8. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL PROVIDER BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USER'S USE OR INABILITY TO USE THE SERVICE, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE, DELAY, FAILURE, COMPUTER VIRUSES OR OTHER SIMILAR MALWARE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL PROVIDER'S TOTAL LIABILITY FOR DAMAGES EXCEED $100. IF USER IS DISSATISFIED WITH THE SERVICE, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SERVICE.
9. Indemnification
User agrees to indemnify, hold harmless and defend Provider, its members, managers, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) User's use of the Service, Web Site or System, including any data or work transmitted or received by User or stored as part of the Service; and (c) any unacceptable use of the Service.
10. Miscellaneous
a. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service.
b. Amendment. Provider shall have the right, at any time and without notice, to add to or modify the terms of this Agreement. In the event of Provider amending this Agreement, User shall be notified when accessing the Service upon the amendment being made effective. Notification shall be in the form of the acceptance check box with access to the amended Agreement re-appearing or such other method as provides User with effective notice. Acceptance by User shall constitute delivery to and acceptance by Company of the amended version of this Agreement.
c. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing in accordance with article 10.e by the party making the waiver.
d. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
e. Notice. All notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by e-mail to either parties' last known post office, or e-mail address, respectively. User hereby consents to notice by email.
f. Law. This Agreement is made in and shall be governed by and construed and performed in all respects in accordance with the Laws of South Carolina, USA and the parties submit to the exclusive jurisdiction of any federal, national or state court located in Greenville, South Carolina, USA.
g. Attorney's Fees. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
h. Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
i. Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
Effective Date: August 21, 2017