Home Service Scorecard LLC (“HSS” or “we”) offers access to certain of our Services (defined below) pursuant to these Terms of Use (“Terms”). By agreeing to these Terms and/or accessing and using our Services, you are acknowledging and agreeing that (a) you understand, accept and agree to be bound by these Terms, and (b) if you are agreeing to these Terms on behalf of an entity, group or organization, you have the right, power and authority to bind such entity, group or organization to these Terms. As used in these Terms, “Customer” or “you” means the person agreeing to these Terms and any entity, group or organization on whose behalf such person is agreeing to these Terms.
These Terms incorporate the HSS Privacy Policy. If Customer and HSS have entered into a separate written agreement pertaining to Customer’s use of the Services, then such other written agreement will govern and supersede these Terms.
Pursuant to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the online services that we make available to you (collectively, including all updates and modifications to the foregoing, the “Services”). The specific Services we provide to you including any restrictions pertaining to usage will be set forth in the order form or other ordering document or form (written or electronic) pertaining to the Services (“Order Form”). You are responsible for all actions of users who access and use the Services through your account (each a “User”).
Subject to the licenses we grant to you under these Terms and your rights to Customer Data (defined below), we and our licensors retain all right, title and interest in and to the Services.
You and you Users will not, and will not authorize any third party to, directly or indirectly:
We will provide standard support and maintenance for the Services (“Support Services”) via channels that we designate. Support services include bug fixes, implementation of updates and responses to user “how to” questions.
We may, in our sole discretion, make certain features or functionality of the Services available in a pre-production release, beta or evaluation format at no cost to you (“Beta Services”) or may provide free access to the Services for a limited trial duration (“Trial Engagement”). You are not required to use any Beta Services. Services made available as part of the Beta Services and/or Trial Engagement are made available AS-IS.
You or your Users may provide feedback (including suggestions or comments for enhancements, functionality, or usability) (“Feedback”) to us regarding the Services. You hereby grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable (directly and indirectly through multiple tiers), transferable right and license to copy, display, distribute, perform, modify, and otherwise use and exploit such Feedback, or subject matter thereof, in any way and without limitation.
Through the Services you may directly or indirectly (including through an integration with a third party service such as Service Titan) upload or provide access to certain datasets and information (“Customer Data”) for processing by the Services. You (and your permitted licensors) own all right, title and interest in and to the Customer Data. You are responsible for the accuracy, comprehensiveness and relevance of all Customer Data and acknowledge that the quality of the output of the Services is a direct result of the quality of the Customer Data. While you shall have the right to determine which Customer Data you want to use in connection with Services, you will not use the Services to transmit or upload any Customer Data that violates these Terms or applicable law.
You grant to HSS a limited, worldwide, non-exclusive, royalty-free, non-transferable and non-sublicensable right to process, copy, perform, display, create derivative works of and otherwise use the Customer Data solely to (1) perform our obligations under these Terms and (2) improve the Services including using de-identified data within the Customer Data to train the AI Technologies incorporated into the Services. You will ensure that you possess all rights necessary to permit HSS to exercise the foregoing license and you will not upload or transmit the Customer Data for which you do not possess such rights.
HSS may collect and use data that is derived from Customer’s use of the Services (“Usage Data”) for its own internal business and product development purposes. Customer Data is not Usage Data. HSS may only disclose Usage Data in an anonymous, aggregated format that in no way identifies Customer.
We shall ensure that our security infrastructure and internal procedures are consistent with the industry standards for virus protection, firewalls and intrusion prevention and are designed to prevent the unauthorized access to the Services and Customer Data and the underlying systems, network, servers and applications. We shall maintain appropriate administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of the Services and Customer Data while in our control.
You are responsible for maintaining the security and confidentiality of your login credentials and access to your account.
Each undersigned party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has or may disclose or make available non-public information relating to the Disclosing Party, its business, or its operations which is designated as confidential when disclosed or which Receiving Party should reasonably understand is confidential of the Disclosing Party (“Confidential Information”).
The Receiving Party agrees (i) to hold the Disclosing Party’s Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person, except its own employees, officers, directors, agents and advisors (collectively, “Representatives”) who have a need to know for the purposes contemplated herein and who are subject to binding obligations of confidentiality with respect thereto, and (iii) not to use the Disclosing Party’s Confidential Information except to perform its obligations and exercise its rights under this Agreement. Any breach of this Agreement by a Representative of the Receiving Party is deemed a breach by the Receiving Party.
The foregoing shall not apply with respect to any information that the Receiving Party can document:
The Receiving Party may make disclosures required by law or court order provided, to the extent legally permissible, the Receiving Party uses diligent reasonable efforts to notify the Disclosing Party of such requirement and works with the Disclosing Party in good faith to prevent or limit disclosure.
You will pay HSS the fees set forth on the relevant Order Form (“Fees”). All Fees shall be paid in U.S. dollars. Fees are non-refundable and non-cancelable. If applicable, you authorize us and our payment processors to charge the payment method designated on your account for the Fees. Fees are exclusive of any taxes that we are legally required to charge in connection with the Services.
These Terms will become effective upon your acceptance and agreement to Terms and continue until terminated as set forth below. The term of your subscription to access and use the Services is set forth in the Order Form and the subscription cannot be terminated early. Subscriptions will automatically renew for the same duration as the original subscription term unless you or HSS notifies the other party of its desire to not renew at least thirty (30) days prior to the end of the then-current subscription term.
This Agreement will automatically terminate if and when your rights to use the Services have expired including as a result of the expiration or termination of all Order Forms.
Either party may terminate this Agreement:
Upon expiration or termination of this Agreement for any reason, (i) we will terminate all Customer Data after thirty (30) days, (ii) each of our rights and obligations will terminate; and (iii) Sections 3(b), 5, 6, 7(c), 8(c), 8(d), 10 and 11 will survive.
HSS represents and warrants that the Services (exclusive of any third-party services or components) will be free of material defects and will generally operate in accordance with its documentation. As Customer’s sole remedy for any breach of the foregoing warranty, we will use commercially reasonable efforts to modify the Services or correct errors in Services.
You represent and warrant that (i) the Customer Data will not infringe, misappropriate, or otherwise violate the intellectual property, privacy or other rights of any third party; and (ii) you will comply with all applicable laws, regulations, rules, and industry standards in connection with its obligations and exercise of rights under these Terms.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. HSS MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS WILL BE CORRECTED. HSS makes no warranties or guarantees with respect to any third-party services or components.
The Services include advanced technologies such as artificial intelligence, machine learning systems, and similar technology and features including large language models (collectively, “AI Technology”). Customer acknowledges and agrees that, in addition to the limitations and restrictions set forth in this Agreement, there are numerous limitations that apply with respect the AI Technology contained within the Services and the outputs it generates, including that (i) the outputs may contain errors or misleading information and may not be accurate or reliable; and (ii) AI Technology can struggle with complex tasks that require reasoning, judgment, and decision-making. You will use independent judgment and discretion before relying on or otherwise using output from the Services including whether human review is appropriate or desirable before sharing or using any output.
Customer agrees to defend and indemnify HSS for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to any third party to the extent pertaining to a claim (1) that the Customer Data infringes, misappropriates, or otherwise violates the intellectual property rights of any third party or (2) pertaining to Customer’s use of the Services in violation of any applicable law or these Terms.
EXCEPT FOR BREACHES OF SECTIONS 2(c) OR 5 AND LIABILITY UNDER SECTION 9 (COLLECTIVELY, “EXCLUDED DAMAGES”), REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND (INCLUDING LOSS OF PROFITS, BUSINESS OR GOODWILL) ARISING FROM THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR EXCLUDED DAMAGES, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
WITH RESPECT TO ANY SERVICES OFFERED AS BETA SERVICES OR IN A TRIAL ENGAGEMENT, IN NO EVENT WILL HSS BE LIABLE FOR ANY AMOUNTS IN EXCESS OF $10,000. IN NO EVENT WILL HSS HAVE ANY LIABILITY FOR ANY THIRD-PARTY SERVICE OR COMPONENT.
This Agreement shall be governed and construed in accordance with the laws of the State of Georgia applicable to contracts entered into and fully performed therein. Any dispute, controversy, claim, action, or proceeding arising out of, relating to or in connection with this Agreement must be brought exclusively in the courts located in Cobb County, Georgia. The prevailing party in any legal proceeding shall be entitled to recover its reasonable attorneys’ fees and court costs incurred in connection therewith, in addition to any other relief it may be awarded from the other party. This Agreement is entered into solely in the English language, and if for any reason any other language version is prepared by any party, it shall be solely for convenience and shall have no force or effect and the English version shall govern and control in all respects. All proceedings related to this Agreement shall be conducted in the English language. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply to this Agreement.
The parties hereto are independent contractors as to each other and nothing in the Agreement shall give rise to a partnership, joint venture, or other relationship between the parties. Neither party is authorized to make commitments on behalf of or otherwise bind the other party without the prior written consent of that party.
Notices given under this Agreement shall be given in writing and delivered either by hand, registered or certified mail, email (with receipt of acknowledgment), or courier (including overnight delivery or other express mail delivery service (all delivery charges pre-paid)) to the addresses set forth on the Order Form (or as otherwise designated by a party.
This Agreement includes all documents and policies referenced herein and collectively they set forth the entire understanding and agreement of the parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties.
Each party may not, in whole nor in part, assign, transfer, sell, sublicense or otherwise dispose of any of its rights or obligations under this Agreement, whether by operation of law or otherwise, to any third-party, without the prior written consent of the other party. Notwithstanding the foregoing, HSS may assign, without prior written consent, its rights and obligations hereunder to a successor in interest by reason of merger, acquisition, or consolidation or sale or other disposition of all or substantially all of the stock, assets or business of HSS relating to that portion of the business to which this Agreement pertains.
Other than for the payment of Fees, neither party shall be responsible for any delay in performance or failure to meet its respective obligations under this Agreement that is caused, directly or indirectly, by any event beyond the such party's reasonable control including, but not limited to, fire, flood, explosion, earthquake, strike, embargo, act of terrorism, war, general labor disputes or other act of God (collectively, “Force Majeure”). A party impacted by a Force Majeure shall notify the other party promptly, take reasonable steps to mitigate the impact of the Force Majeure, and recommence performance as soon as reasonably practical after the cessation of the Force Majeure.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if such provision never existed.
No waiver, amendment, alteration or modification of any provision of this Agreement shall be effective unless authorized signatories of both parties’ consent to it in a writing that references this Agreement. No failure or delay by either party in exercising any rights, powers, or remedies under this Agreement shall operate as a waiver of any such right, power, or remedy.
