1. Definitions

“Account Data” means the account and contact information submitted to the Services by Customer or End Users.

“Administrator” means the Customer-designated technical End User who administers the Services to End Users on Customer’s behalf. Administrators may be able to access, disclose, restrict or remove Customer Data in or from End User Accounts. Administrators may also have the ability to monitor, restrict, or terminate access to End User Accounts.

“Admin Account” means the administrative account provided to Customer by HomeLight for the purpose of administering the Services.

“Admin Console” means the online tool provided by HomeLight to Customer for use in administering the Services.

“Affiliate” means any entity that controls, is controlled by or is under common control with a Party, where “control” means the ability to direct the management and policies of an entity.

“Beta Services” means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

“Customer Data” means Stored Data, Account Data, and messages, comments, structured data, photos, and any other content submitted to the Services, or created in the course of using the Services, by Customer or End Users.

“Effective Date” means the date of the Order Form.

“End Users” means users of Customer’s Services account. End Users may include Customer’s and its Affiliate’s employees and consultants.

“End User Account” means a HomeLight hosted account established by Customer through the Services for an End User.

“Fees” means the amounts invoiced to Customer by HomeLight for the Services as described on the Order Form.

“Initial Services Term” means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.

“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

“Order Form” means the ordering document, or ordering page, for the Services.

“Provisioning Date” is the date upon which HomeLight makes the Services available to Customer.

“Renewal Term” means, unless otherwise agreed to in writing by the Parties, the renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.

“Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.

“Services” means the services ordered by Customer and provided by HomeLight to Customer, which are described in the Order Form, including the Disclosures.io / HomeLight Listing Management platform.

“Software” means the client software provided as part of the Services.

“Stored Data” means the files and data uploaded to, or created by, the Services using the Software by Customer or End Users.

“Subcontractor” means an entity to whom HomeLight subcontracts any of its obligations under this Agreement.

“Sub-processor” means an entity who agrees to process Stored Data on HomeLight’s behalf, or on behalf of another HomeLight sub-processor, in order to provide the Services.

“Taxes” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on HomeLight’s net income, associated with the Services or Software, including any related penalties or interest.

“Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) the Agreement is terminated as set forth herein.

“Third-Party Request” means a request from a third-party for records relating to an End User’s use of the Services including information in or from an End User Account, or from Customer’s account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users, or an End User’s authorized representative, permitting a disclosure.

“Withholding Taxes” mean any Taxes Customer is required by law to withhold, which are then imposed on HomeLight, or Customer’s reseller, as applicable.

2. Services

2.1 Provision. This Agreement governs access to, and use of, the Services and Software as detailed on the Order Form. Customer and End Users may access and use the Services in accordance with this Agreement.

2.2 Security Measures. HomeLight will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data.

2.3 Data Processing. HomeLight and its Sub-processors will only process Customer Data to provide the Services and to fulfill HomeLight’s obligations under the Agreement. Sub-processors’ processing activities will be restricted to processing on HomeLight’s behalf and in accordance with HomeLight’s instructions. Customer agrees that HomeLight and its Sub-processors may transfer, store, and process Customer Data in locations other than Customer’s country.

2.4 Modifications. HomeLight may modify, change, and/or update the Services from time to time. If HomeLight modifies, changes, and/or updates the Services in a manner that materially reduces their functionality, HomeLight will notify Customer at the email address provided as part of the Account Data and Customer may terminate this Agreement by written notice to HomeLight delivered within thirty (30) days of the date of HomeLight’s email notice of the modification, change, and/or update. Such termination shall be effective thirty (30) days from the date of Customer’s written notification of the termination. Such termination right will not apply to modifications, updates, and/or changes made to features provided on a beta or evaluation basis.

2.5 Software License. HomeLight hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with this Agreement. This license is non-transferable (subject to Section 17.8), irrevocable (except as set forth in Section 11), non-sublicensable, and will be fully paid up upon Customer’s payment of the Fees.

3. Customer Obligations

3.1 Customer Administration of the Services. Customer’s Administrator may specify End Users through the Admin Console. Customer and its Administrator is responsible for managing and maintaining the confidentiality of all passwords and Admin Accounts. HomeLight’s responsibilities do not extend to the internal management or administration of the Services for Customer amongst its End Users.

3.2 Unauthorized Access. Customer will prevent and terminate any unauthorized access of the Services by its End Users. End User Accounts may only be provisioned, registered, accessed, and used by a single End User. The Services are not intended for End Users under the age of 13, and Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify HomeLight of any unauthorized access to the Services.

3.3 Acceptable Use; Unauthorized Use. Customer will not use, nor assist or encourage any third party to use, the Software or Services, to:

(a) sell, resell, or lease the Services or Software;

(b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury;

(c) modify, alter, tamper with, or otherwise create derivative works of the Services or Software;

(d) reverse engineer, disassemble or decompile the Software or Services, or attempt to discover or recreate the source code used to provide or access the Software or Services, except and only to the extent that the applicable law expressly permits doing so;

(e) use the Services in any manner or for any purpose other than as expressly permitted by this Agreement, HomeLight’s Privacy Policy (found at https://disclosures.io/privacy), the Order Form or any other policy, instruction or terms applicable to the Service that are available on the Service; or

(f) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate content, such as Customer Data: (1) containing unlawful, defamatory, threatening, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iv) store or transmit any Customer Data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party.

To further protect the Services, Customer and its End Users additionally agree to refrain from the following prohibited activities: (a) submitting materials that are patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting materials that could be harmful to minors; (c) engaging in activity or submitting materials that harasses or advocates harassment of another person; (d) engaging in activity that involves the transmission of “junk mail” or unsolicited mass mailing or “spam” or harvesting or otherwise collecting personally identifiable information about users without their consent; (e) engaging in activity, submitting materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) submitting materials that contain restricted or password-only access pages, or hidden pages or images; (g) submitting materials that display pornographic or sexually explicit material of any kind; (h) submitting materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (i) submitting materials that contain viruses, Trojan horses, worms, or any other similar forms of malware; (j) engaging in activities or submitting materials that solicit passwords or personally identifiable information for unlawful purposes from other users; (k) engaging in unauthorized commercial activities and/or sales without our prior written consent such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes; (l) using any robot, spider, other automatic device, or manual process to monitor, copy, or “scrape” web pages or the content contained in the Services or for any other unauthorized purpose without our prior written consent; (m) using any device, software, or routine to interfere or attempt to interfere with the proper working of the Services; (n) decompiling, reverse engineering, or disassembling the Software or attempting to do so; or (o) taking any action that imposes an unreasonable or disproportionately large load on the Services or our hardware and software infrastructure or that of any of our licensors or suppliers.

3.4 Compliance. Customer and its End Users must use the Services in compliance with this Agreement and the respective Order Form. Customer is responsible for use of the Services by its End Users. Customer will promptly notify HomeLight of any use of the Services or Software in violation of this Agreement, and Customer will take prompt steps to end such violations. Customer will comply with laws and regulations applicable to Customer’s use of the Services, if any. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow HomeLight to provide the Services. Customer will not store, transmit or otherwise process any information via the Services that falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051).

3.5 Access to the Services. Access to the Software and the Services requires a compatible computer or mobile device with Internet access. Customer is solely responsible for ensuring Customer and its End Users have access to such compatible devices and for paying all fees and costs associated with acquiring and updating compatible devices necessary to access and use the Software and the Services and any updates thereto, as well as all access fees and data and messaging rates and fees. HomeLight does not guarantee that the Software and the Services, or any portion thereof, will function on any particular hardware or device. In addition, the Software and the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Customer agrees to comply with the usage rules established by the mobile device platform or service provider used by it and its End Users when using the Software and the Services.

4. Customer Data

4.1 Customer Data. HomeLight does not claim ownership of any Customer Data transmitted, stored, or processed by the Customer or its End Users in the course of using the Services and Software. All Customer Data uploaded and used in the Services or Software by the Customer or its End Users belongs to Customer. HomeLight does not control, verify, or endorse Customer Data that is made available on the Services and Software.

4.2 Limited Use. Customer hereby grants HomeLight the right to transmit, use and disclose Customer Data posted on the Services solely (i) to the extent necessary to provide the Services, or as otherwise permitted by this Agreement, (ii) to provide improvements to the Services, (iii) to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, (iv) to respond to an emergency which HomeLight believes in good faith requires HomeLight to disclose information to assist in preventing the death or serious bodily injury of any person, or (v) to the extent permitted by the Customer.

4.3 Use of Real Estate Agent Data. HomeLight will not use Customer Data of a real estate agent using the Services (including any data concerning any clients of a real estate agent using the Services) to generate or harvest any referral leads. Further, HomeLight will not use Customer Data of a real estate agent using the Services (including any data concerning any clients of a real estate agent using the Services) without the real estate agent’s knowledge to sell, market, or advertise HomeLight services or products to any clients of the real estate agent. The foregoing does not preclude HomeLight from selling, marketing, or advertising HomeLight services to any individuals independent of, and as a result of information other than, Customer Data of a real estate agent using the Services.

4.4 Representation. Customer represents and warrants that (i) it has all rights in the Customer Data and Stored Data necessary to use the Services and Software, and to grant the rights in this section, and (ii) the storage, use, or transmission of the Customer Data does not violate any law or this Agreement.

4.5 Responsibility. Customer agrees that it will:

(a) be solely responsible for the nature, quality, and accuracy of the Customer Data;

(b) ensure that the Customer Data complies with this Agreement and any and all applicable laws and regulations; and

(c) promptly resolve any notices and claims relating to the Customer Data, including notices sent to you by any person claiming that Customer Data violates any person’s rights (such as a takedown notice pursuant to the Digital Millennium Copyright Act); and maintain appropriate security, protection and backup copies of the Customer Data.

4.6 Data Accuracy. HomeLight shall have no responsibility or liability for the accuracy of data and information uploaded to, or created in the course of using the Services by Customer or End Users, including, without limitation, Customer Data and Stored Data. Customer is solely responsible for the Customer Data and Stored Data that Customer and its End Users publish, display, link to or otherwise make available via the Services, and HomeLight expressly disclaims any and all liability in connection with Customer Data and Stored Data. Customer and its End Users are solely responsible for determining whether any Customer Data or Stored Data uploaded to, or created in the course of using the Services is appropriate for Customer and its End Users, and for any decision made by Customer based on information or results provided by the Services.

5. Intellectual Property Rights

5.1 Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant: (a) HomeLight any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services, Software, or HomeLight trademarks and brand features. Other than Customer Data, HomeLight owns or licenses all right, title, and interest in and to (a) the Services and Software, including all software, text, media, and other content available on the Services (“Our Content”); and (b) HomeLight’s and Disclosures.io’s trademarks, logos, and brand elements (“Marks”). The Services, Our Content, and Marks are protected under U.S. and international laws. Customer may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts without express written permission from HomeLight, Inc.

5.2 Limited Permission. Customer grants HomeLight only the limited rights that are reasonably necessary for HomeLight to provide the Services. This limited permission also extends to the Subcontractors or Sub-processors.

5.3 Suggestions. HomeLight may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions regarding the Services that Customer or End Users may send HomeLight or post in HomeLight’s forums without any obligation to Customer, and HomeLight shall own all right, title, and interest in such feedback, comments, or suggestions.

6. Fees and Payment

6.1 Fees. Customer will pay HomeLight all applicable Fees for the Services, in the currency indicated on the Order Form. Customer authorizes HomeLight, or Customer’s reseller, to charge Customer for all applicable Fees using Customer’s selected payment method. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.

6.2 Payment. Customer will pay HomeLight invoices on the payment interval set forth in the Order Form. HomeLight may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to HomeLight.

6.3 Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. HomeLight will charge Taxes when required to do so. If Customer provides HomeLight with a valid exemption certificate, HomeLight will not collect the taxes covered by that certificate.

6.4 Withholding Taxes. Customer will pay HomeLight net of any applicable Withholding Taxes. Customer and HomeLight will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If HomeLight qualifies for a tax exemption, or a reduced treaty withholding rate, HomeLight will provide Customer with reasonable documentary proof. Customer will provide HomeLight reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.

6.5 Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.

6.6 Third-Party Apps and Integrations. If Customer uses any third-party service or applications, such as a service that uses a HomeLight API, with the Services: (a) HomeLight will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of Customer Data; and (b) HomeLight does not warrant or support any service provided by the third-party.

7. Third-Party Requests

7.1 Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information and Customer Data. Customer will seek to obtain information required to respond to Third-Party Requests and will contact HomeLight only if it cannot obtain such information despite diligent efforts.

7.2 HomeLight Responsibility. HomeLight will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of HomeLight’s receipt of a Third-Party Request; (ii) comply with Customer’s commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to obtain the information. If Customer fails to promptly respond to any Third-Party Request, then HomeLight may, but will not be obligated to, respond.

8. Communications; Email, SMS/Text, and Telephone

You expressly consent and agree that HomeLight can contact you using written, electronic, or verbal means, including by manual dialing, emails, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry. HomeLight may offer you the chance to enroll to receive recurring SMS/text messages from HomeLight. You may enroll to receive text messages about account-related news and alerts and/or marketing and promotional offers for HomeLight products and services. By enrolling in HomeLight’s SMS/text messaging service, you agree to receive text messages from HomeLight to your mobile phone number provided, and you certify that your number is true and accurate and that you are authorized to enroll the designated number to receive such texts. You acknowledge and agree that the texts may be sent using an automatic telephone dialing system and that standard message and data rates apply. Consent is not required as a condition of purchase. HomeLight is not responsible for any delays upon sending or receiving text messages.

To unsubscribe from text messages at any time, reply STOP to any text message you receive from HomeLight. Unsubscribe from calls by calling 866-627-3398. You consent that following such a request to unsubscribe, you may receive one final text message from HomeLight confirming your request.

You may initiate or receive a call from a HomeLight representative via one of HomeLight’s tracked phone numbers. If you do so, HomeLight may create a digital audio recording of the call. You acknowledge and agree that your phone call may be recorded for quality assurance purposes only.

9. Suspension

9.1 By HomeLight. If an End User: (a) violates this Agreement; or (b) uses the Services in a manner that HomeLight reasonably believes will harm the Services, disrupt the use of the Services by others, or cause legal liability, then HomeLight shall notify Customer and Customer shall suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User Account, then HomeLight has the right to suspend or terminate the applicable End User Account. In addition, HomeLight reserves the right to suspend access to Customer’s account if Customer’s use of the Service violates this Agreement or disrupts, impedes or otherwise negatively impacts the operation of the Services or the use of the Services by others.

9.2 Security Emergencies. Notwithstanding anything to the contrary in this Agreement, upon any Security Emergency, HomeLight may automatically suspend use of the Services in its sole discretion. HomeLight will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.

10. Term

10.1 Agreement Term. This Agreement will remain in effect for the Initial Services Term and shall automatically renew for one or more Renewal Terms unless one party sends notice of non-renewal to the non-terminating party at least thirty (30) days prior to the expiration of the then-current Renewal Term.

10.2 Services Term. HomeLight will provide the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, End User Accounts established during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.

11. Termination

11.1 Generally. Either Party may terminate this Agreement, including all Order Forms, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days.

11.2 Effects of Termination. If this Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by HomeLight to Customer will cease immediately; (b) HomeLight may, at Customer’s request, provide Customer access to its account at then-current fees so that Customer may export its Customer Data; and (c) after a commercially reasonable period of time, HomeLight may delete any Customer Data relating to Customer’s account. The following sections will survive expiration or termination of this Agreement: Section 4 (Customer Data), Section 5 (Intellectual Property Rights), Section 6 (Fees and Payment), Section 7 (Third-Party Requests), Section 11.2 (Effects of Termination), Section 12 (Indemnification), Section 13 (Disclaimers), Section 14 (Limitation of Liability), Section 16 (Dispute Resolution; Arbitration), and Section 17 (Miscellaneous).

12. Indemnification

12.1 By Customer. To the maximum extent permitted by applicable law, Customer will indemnify, defend, and hold harmless HomeLight and its affiliates, and their respective officers, directors, employees, agents, licensors, Subcontractors, Sub-processors, and suppliers, from and against any and all claims, costs, proceedings, demands, losses, damages, liabilities, penalties, and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) of any kind or nature, arising from or relating to: (a) HomeLight’s, its Subcontractors’ and Sub-processors’ authorized use of the Customer Data; (b) any actual or alleged breach of this Agreement, any executed Order Form, and/or any other agreement by Customer, its End Users, or anyone using Customer’s or its End Users’ accounts; or (c) any activity related to access or use of Customer’s or its End Users’ accounts (including, but not limited to, negligent or wrongful conduct) by Customer, its End Users, or any other person accessing or using such accounts. If HomeLight assumes the defense of such a matter, Customer will reasonably cooperate with HomeLight in such defense.

12.2 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other Party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense.

13. Disclaimers

13.1 Generally. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH THEM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOMELIGHT AND/OR ITS SUPPLIERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, HOMELIGHT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY GOODS OR SERVICES OBTAINED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER AGREES THAT THE ENTIRE RISK ARISING OUT OF CUSTOMER’S USE OF THE SERVICES, AND ANY THIRD PARTY GOODS OR SERVICES OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH CUSTOMER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13.2 Accuracy of Information. HomeLight intends that the information contained on the Services be accurate and reliable; however, errors sometimes occur. In addition, HomeLight may make changes and improvements to the information provided at any time. Accordingly, HomeLight does not guarantee the accuracy of any information available on the Services, and is not responsible for any errors, omissions, or misrepresentations, and any information should be independently verified.

13.3 Beta Services. Despite anything to the contrary in this Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (e) HOMELIGHT WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES – USE AT YOUR OWN RISK.

13.4 Service Limitations. HomeLight uses reasonable efforts to make the Services and the Software available seven (7) days a week and twenty-four (24) hours a day. However, HomeLight does not guarantee availability of the Services, shall not have any liability to Customer for any unavailability of the Services, and is under no obligation to provide Customer with maintenance, technical support or updates for the Software or Services unless provided in conjunction with the Order Form and, if provided, in the manner as determined by HomeLight from time to time.

14. Limitation of Liability

14.1 Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR HOMELIGHT AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, HOMELIGHT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER TO HOMELIGHT HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

14.3 Conduct of Others; Customer Data. HOMELIGHT HAS NO CONTROL OVER THE CONDUCT OF OTHER USERS OF THE SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER’S AND ITS END USER’S USE OF THE SERVICES AND ANY CONTACTS, INTERACTIONS OR DEALINGS WITH ANY THIRD PARTIES ARISING OUT OF USE OF THE SERVICES IS SOLELY AT CUSTOMER’S AND ITS END USER’S RISK. HOMELIGHT IS NOT RESPONSIBLE FOR, AND WILL NOT BE HELD LIABLE FOR, ANY INACCURACIES IN THE CUSTOMER DATA OR ANY OF THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY OPERATORS OR SUPPLIERS, OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, LOSS, THEFT OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.

15. Digital Millennium Copyright Act (DMCA)

The Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any content or material made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the content or material be removed, or access to it blocked. Notices must be sent in writing by email to: [email protected].

The DMCA requires that your notice of alleged copyright infringement include the following information: (1) a description of the copyrighted work that is the subject of claimed infringement; (2) a description of the alleged infringing content and information sufficient to permit us to locate the content; (3) contact information for you, including your address, telephone number and email address; (4) a statement by you that you have a good faith belief that the content in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (5) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; and (6) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf. Failure to include all of the above information may result in the delay of the processing of your complaint.

It is the policy of HomeLight to respond to all claims of intellectual property infringement. We will promptly investigate notices of alleged infringement and will take appropriate actions required under the DMCA and other applicable intellectual property laws. Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to a Service Provider’s Designated Agent. Notification must be submitted to the following Designated Agent:

HomeLight, Inc.
HomeLight Legal Department
Attn: General Counsel
1375 N Scottsdale Road, Suite 140
Scottsdale, AZ 85257, U.S.A.
Phone: (831) 498-1967
Email: [email protected]

16. Dispute Resolution; Arbitration

16.1 Informal Resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 17.6. If a dispute is not resolved within thirty (30) days of notice, Customer or HomeLight may bring a formal proceeding as set forth below.

16.2 Binding Arbitration. Except as set forth below, you and we agree that we will resolve any disputes between us (including any disputes between you and a third-party agent of ours) through binding and final arbitration instead of through court proceedings. You and we hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between you and us or you and a third-party agent of ours (each a “Claim”) shall be submitted for binding arbitration administered by JAMS (formerly known as Judicial Arbitration and Mediation Services, Inc.) in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures then in effect (“JAMS Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this Agreement. However, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement including, but not limited to, a claim that all or any part of this Agreement is void or voidable.

16.3 Arbitration Costs. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

16.4 Exceptions to Arbitration. This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided herein.

16.5 No Class Actions. Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

16.6 Severability; Survival. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement. This Section will survive the termination of your relationship with us.

16.7 Acknowledgment. THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN JAMS’ RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

17. Miscellaneous

17.1 Terms Modification. HomeLight may revise this Agreement from time to time and the most current version will always be posted on the HomeLight Listing Management (Disclosures.io) website. If a revision, in HomeLight’s sole discretion, is material, HomeLight will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to HomeLight’s blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty (30) days of receiving notice of the change.

17.2 Entire Agreement. This Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire Agreement between the Parties related to this subject matter. All attachments to the Agreement, Customer invoices, and Order Forms executed by the Parties are hereby incorporated into the Agreement by this reference.

17.3 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Form, then the Agreement. The terms and conditions of this Agreement will be considered the confidential information of HomeLight, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click-through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.

17.4 Governing Law. This Agreement shall be subject to and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. You agree that any action of whatever nature not subject to the arbitration agreement in Section 16 arising from or relating to this Agreement, the Services or our Software will be filed only in the state or federal courts located in San Francisco, California, and you consent and submit to the personal jurisdiction of such courts for the purposes of any such action. The United Nations Convention for the International Purchase and Sale of Goods shall not apply.

17.5 Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

17.6 Notice. All notices, requests, demands and other communications hereunder shall be effective if in writing and delivered personally or sent by facsimile, electronic mail, Federal Express or other priority delivery service, or by certified or registered mail, postage prepaid, to the applicable party at the addresses indicated on the Order Form or otherwise provided by one party to the other party. Unless otherwise specified herein, such notices or other communications shall be deemed effective (a) on the date delivered, if delivered personally, (b) two (2) business days after being sent, if sent by Federal Express or other priority delivery service, (c) on the date of delivery if sent by facsimile or electronic mail during normal business hours of the recipient and on the next business day if after normal business hours of the recipient, and (d) five (5) business days after being sent, if sent by registered or certified mail.

17.7 Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

17.8 Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of HomeLight. HomeLight may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, corporate reorganization, sale of assets or equity, or by operation of law, without providing notice. Any other attempt to transfer or assign is void.

17.9 No Agency. HomeLight and Customer are not legal partners or agents, but are independent contractors.

17.10 Subcontracting. HomeLight will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any subcontracted obligations.

17.11 Force Majeure. Except for payment obligations, neither HomeLight nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

17.12 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.

17.13 Miscellaneous. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved to HomeLight.