Effective: September 22nd, 2022
These Terms of Service (“Terms” or “Agreement”) are a legally binding agreement between you, (“Customer” or “you”) and Home Experience, LLC, a Delaware limited liability company with its principal place of business at 1440 W Taylor St, PMB 4041, Chicago, IL 60607 and its Affiliates (collectively referred to as “HomeX”, “we” or “us”).
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU RECEIVE SERVICES (AS DEFINED BELOW) FROM US. By receiving services after notice of these Terms from us (which may be provided verbally, in writing or on your computer or device screen) you accept and agree to be bound and abide by these Terms. If you do not want to agree to these Terms you must not engage us for Services.
For the purposes of this Agreement:
Upon acceptance by the Customer, these Terms (as the same may be modified in accordance with Section 18) shall apply to all Services provided by HomeX, and to the extent applicable, to services provided by any Third-Party Service Providers to you thereafter, unless otherwise agreed by the parties in writing.
IN NO EVENT SHALL HOMEX BE LIABLE UNDER THIS AGREEMENT TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM, ACTION, SUIT, DEMAND, OR PRECEDING OF ANY KIND RELATING TO OR ARISING OUT OF THIS AGREEMENT (“CLAIM”) MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT. EXCEPT AS EXPRESSLY PROVIDED UNDER APPLICABLE, NON-WAIVABLE LAW, TOTAL AGGREGATE LIABILITY OF HOMEX TO YOU IN ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID FOR THE PARTICULAR SERVICES UNDER WHICH THE LIABILITY AROSE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY BEFORE THE CLAIM WHICH GAVE RISE TO THE LIABILITY. IN NO EVENT SHALL HOMEX BE LIABLE UNDER THIS AGREEMENT TO CUSTOMER FOR ANY DAMAGES WHATSOEVER WHETHER DIRECT, INDIRECT OR OTHERWISE CAUSED BY ANY THIRD-PARTY SERVICE PROVIDER.
You shall, to the fullest extent permitted by applicable law, indemnify, protect, defend, and hold harmless HomeX, and their Personnel, Affiliates, Third-Party Service Providers, agents, successors, and assigns from and against any and all suits, actions, legal or administrative proceedings, claims, liens, demands, damages, liabilities, losses, costs, fees, penalties, fines, and expenses (including first-party losses, attorneys’ fees and expenses, and costs of investigation, litigation, settlement, and judgment) directly or indirectly arising out of, in connection with, or as a result of (i) the acts performed by Customer; (ii) the omissions of Customer, including the failure by Customer to perform acts recommended by HomeX; (iii) Unforeseen Conditions on the Premises; (iv) use of Other Properties, including but not limited to damage done in the normal course of work, excluding negligence; and (v) Your breach of or failure to fully comply with these Terms.
HomeX represents and warrants that it has a contractual requirement that any Marketplace Participant is required to have all licenses known by HomeX to be required by local, state and federal regulation to perform services booked using the Marketplace Services. You agree and acknowledge that HomeX is not obligated to review or otherwise scrutinize Marketplace Participant compliance with any contractual arrangements between HomeX and such Marketplace Participant. Except as may be otherwise expressly stated by HomeX from time to time with respect to individual Marketplace Participants in accordance with its then existing Marketplace policies and terms, HomeX makes no warranty or representation about any Marketplace TPSP, including but not limited to whether any TPSP (a) maintains required licenses, (b) carries commercial or professional liability insurance, (c) complies with federal, state or local law. You are solely responsible for verifying and ensuring compliance by any TPSP with all applicable federal, state and laws, including but not limited to commercial and professional licensing, commercial or professional liability insurance, and required certifications.
HomeX requires each of its Marketplace Participants to perform industry standard background checks and screening procedures on their employees as part of their hiring process. HomeX cannot and does not assume any responsibility for the accuracy or reliability of the identity or background check information or any information provided as part of the screening processes. HomeX cannot and does not guarantee that a Marketplace Participant’s screening and background check information are current and up to date. You are solely responsible for verifying whether any TPSP performs background checks and screening procedures on their employees.
You authorize HomeX to publish any ratings or reviews that you submit to HomeX for advertising or any other purposes. You further authorize HomeX to modify such reviews for spelling, grammatical or formatting purposes, so long as such modifications do not materially change the content, tone or intent of the review.
In the event of a dispute between HomeX and Customer, HomeX and Customer agree that HomeX may immediately suspend or terminate the Services and/or Customer’s access to the HomeX Platform. ln the event of any suspension or termination, HomeX shall be entitled to payment for all services rendered including cost of all labor, materials, reasonable profit and overhead.
HomeX may modify these Terms from time to time in its sole discretion. If any changes to these Terms materially modify your rights or obligations, HomeX will notify you and you must accept the modified Terms to continue to use the HomeX Services. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under the Terms will be resolved in accordance with the version of the Terms that was in effect at the time the Services for which the dispute arose were performed.
Customer may not assign these Terms, either in whole or part, without the express written consent of HomeX. Any assignment without such consent shall be null and void HomeX may assign these Terms in its sole discretion. Notwithstanding anything herein to the contrary, these Terms shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of the Parties. There are no third-party beneficiaries to these Terms.
No agency, partnership, joint venture, or employer-employee relationship is intended or created by this Agreement.
These Terms shall be governed by, construed under, and interpreted in accordance with the internal laws of the State of Illinois, without regard to such State’s conflict of law principles, and all claims relating to or arising out this Agreement, or breach thereof, or arising from alleged extra-contractual facts prior to, during, or subsequent to this Agreement, whether sounding in contract, tort, or otherwise, including, without limitation, fraud, misrepresentation, negligence, or any other alleged tort or violation of the contract, shall likewise be governed by the internal laws of the State of Illinois.
These Terms represent the entire agreement between you and HomeX and supersede all prior negotiations, representations or agreements, either oral or written.
Each provision of these Terms is intended to be severable. If any term or provision hereof is held by a court of law to be in violation of an applicable local, state or federal ordinance, statute, law administrative or judicial decision, public policy or for any other reason, and if such court should declare such provision of these Terms to be illegal, invalid, unlawful, void, voidable, or unenforceable as written, then such provision shall be given full force and effect to the fullest extent that is enforceable, the remainder of these Terms shall be construed as if such illegal, invalid, unlawful, void, voidable or unenforceable provision was not contained herein, and the rights, obligations and interests of the parties under the remainder of this Agreement shall continue in full force and effect. If any provision is held to be unenforceable, the court making such determination shall have the power to, and shall, modify such provision to the minimum extent necessary to make such provision, as so modified, enforceable, and such provision shall then be applicable in such modified form.
No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain.
Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement. Each term shall survive regardless of the cause of the termination, even a material breach by either Party.
Neither Party will be held liable for failure to fulfill its obligations hereunder if such failure is due to a Force Majeure Event. A “Force Majeure Event” means, but is not limited to, an act of war; domestic or international terrorism; civil riots or rebellions; quarantines, embargoes and other similar unusual governmental actions; pandemics, epidemics, local disease outbreaks, public health emergencies; or extraordinary elements of nature or acts of God; provided that such Force Majeure Event is beyond the excused Party’s reasonable control, occurs without the excused Party’s fault or negligence, is not caused directly or indirectly by the excused Party and could not have been prevented or avoided by the excused Party’s reasonable diligence.
In keeping with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, HomeX requires your express written consent prior to contacting you by telephone or text message for any non-emergency purpose using any automated telephone dialing system (ATDS) or artificial or prerecorded voice (each, an "Automated Method"). By providing your telephone number to HomeX as applicable to the relevant Service, you authorize HomeX, along with Affiliates and Third-Party Service Providers, to contact you using any Automated Method of HomeX's choosing solely via the method(s) and at the number(s) set forth below. Pursuant to the TCPA, you are free to withhold your consent, either in whole or in part. Withholding consent will not affect your right to buy any of HomeX, its affiliates’, and/or its third-party agent's, goods and/or services. You may revoke your consent, either in whole or in part, at any time. This revocation can be made by replying STOP to any SMS message received.
Effective: September 22nd, 2022
These Terms of Service are a binding legal agreement between the Client or Clients (also referred to as "you" and "your") party or parties to the Agreement (as defined below) which incorporates these Terms of Service by reference and Home Experience, LLC (d/b/a HomeX) ("HomeX," "we," "us," and "our"). HomeX may provide Services through its Affiliates hereunder. HomeX may periodically make changes to these Terms of Service, and if we do we will post the changes on this page and will indicate at the top of this page the date this Agreement was last updated. HomeX will also give Client not less than thirty (30) days advance notice of any material changes, unless such material changes result from changes in laws, regulations, or requirements from telecommunications or other providers. Following such notice, Client's continued use of the Services on or after the date the updated version of these Terms of Service are effective and binding constitutes Client's acceptance of the updated version of these Terms of Service. Client should periodically visit this page to review the current version of these Terms of Service so that Client is aware of any revisions. If Client does not agree to abide by these Terms of Service, Client will not access, browse, or use the Service.
THESE TERMS OF SERVICE CONTAIN AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE CLIENT TO SUBMIT CLAIMS CLIENT HAS AGAINST HOMEX TO BINDING AND FINAL ARBITRATION, AND WAIVES EACH PARTY'S RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. UNDER THE ARBITRATION AGREEMENT, (1) CLIENT MAY ONLY PURSUE CLAIMS AGAINST HOMEX ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) CLIENT MAY ONLY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
These terms and conditions form part of these Terms of Service between Client and HomeX which governs Client's license and use of the Services of HomeX. Client acknowledges that it may not access or receive the Services if Client is a direct competitor of HomeX.
To the fullest extent permitted by law, Client is responsible for Client's use of the Services, and Client will defend and indemnify the HomeX Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) Client's unauthorized use of, or misuse of, the Services; (b) Client's violation of any portion of these Terms of Service or the Agreement, any representation, warranty, or agreement referenced in these Terms of Service or the Agreement, or any applicable law or regulation; (c) Client's violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, in connection with Client's use of the Services or any data, materials or information Client provides to the Services; (d) any dispute or issue between Client and any third party; (e) any actions or inactions of Client or any Authorized User while using or interacting with the Application Services; (f) Client or any Authorized User’s gross negligence or willful misconduct; or (g) Client's interactions or data sharing with any Client Data Processor (as such term is defined in the Data Protection Section. HomeX reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client (without limiting Client's indemnification obligations with respect to that matter), and in that case, Client agrees to cooperate with HomeX's defense of those claims.
HomeX may access Client's account and Client Content as necessary to identify or resolve technical problems and to respond to complaints about the Services. HomeX shall also have the right, but not the obligation, to monitor (live or on a recorded basis) all or any portion of the Services to determine Client's compliance with these Terms of Service or otherwise to assess the performance of the Services. Without limiting the foregoing and with two (2) days prior notice, HomeX shall have the right to remove any material submitted to the Services that HomeX finds to be in violation of the terms of these Terms of Service (provided that no prior notice shall be required in the event the material in question is considered by HomeX to be unlawful or infringing on the rights of any third party).
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
HomeX shall have no liability whatsoever for the actions or inactions of any Client Data Processor and Client acknowledges and agrees that any data the Client chooses to send to a Client Data Processor is solely at the Client's risk.
HomeX will provide Client with a list of its HomeX Data Processors upon Client's written request. Client agrees and acknowledges that the identity of HomeX Data Processors and any document containing the identity of such HomeX Data Processors is Confidential Information as defined in Section A.6 of these Terms of Service, and is subject to Client's compliance with the confidentiality terms of these Terms of Service. Furthermore, HomeX may require in its sole discretion a separate confidentiality agreement with Client as a prior requirement to comply with HomeX's obligations hereunder.
This Section governs the provision of the Application Services provided by HomeX to Client, as well as Onboarding and Integrations.
HomeX will provide Client with Onboarding Services in consideration for the applicable fees set forth in the Service Order in accordance with applicable Documentation, if the Client engages HomeX for, or a selected Service requires such Onboarding Services.
If outlined in the Service Order or otherwise mutually agreed upon by HomeX and Client, HomeX shall facilitate the Integration of the Application Services within a mutually agreeable period of time, subject to the applicable provisions of Section A hereof. Client agrees and acknowledges that third party systems are not Application Services and HomeX is not responsible for the operation, maintenance, functionality and success of the Integration when dependent on performance, configurations or adequacy of third-party systems.
Except as otherwise provided for in the Service Order or the Agreement, the Subscription Term shall be mandatory for Client and automatically renew for the number of months selected in the Service Order as the Subscription Term at the prices listed in the Service Order unless prior to renewal, a Party gives notice of non-renewal at least thirty (30) days prior to the end of the applicable Subscription Term. Notwithstanding the foregoing, and except as otherwise provided for in the Service Order or the Agreement, HomeX reserves the right to adjust its prices for subsequent Subscription Term renewals, assuming a substantially equivalent offering, up to 5% upon notice to Client at least (30) days prior to the renewal date.
This Section governs the provision of Live Expert Help Services (a type of Contracted Service) provided by HomeX to Client.
HomeX shall provide the Live Expert Help Services to Client’s Customers in accordance with these Terms of Service.