These Terms of Service (the “Terms”) are entered into between Ziprenovation Inc., a Delaware corporation that operates the online platform and services offered under the “Homesage.ai” brand (“Homesage”, “we”, “us” or “our”), and the person or legal entity that accesses or uses the Services (“Customer”, “you” or “your”).
By accessing or using the Services, by creating an account, by executing an Order that references these Terms, or by clicking to accept, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and “Customer” refers to that entity. If you do not agree, you must not access or use the Services.
1.1 “Agreement” means these Terms together with any applicable Addendum, Schedule, Order and any document expressly incorporated by reference.
1.2 “API” means any application programming interface made available by Homesage, and “MCP Interface” means any Model Context Protocol server, endpoint or interface made available by Homesage.
1.3 “Customer Data” means data, content, addresses, images, documents and other materials that Customer or its Authorized Users submit to the Services.
1.4 “Derived Data” means any data, dataset, database, index, benchmark, score, model, model weights, embedding or analysis that is created from, based upon, derived from, or trained upon Platform Content or Outputs, in whole or in part.
1.5 “Documentation” means the technical and user documentation made available by Homesage for the Services.
1.6 “License Tier” means the tier of usage rights granted to Customer, being Internal Use, Client Delivery or Redistribution, as set out in Section 5.2 and as identified in the applicable Order or, for self-service subscriptions, in Customer’s account and billing records maintained by Homesage. Absent an express identification of a higher tier, Customer’s License Tier is Internal Use.
1.7 “Order” means, for self-service subscriptions, the plan, tier, credit allocation and pricing selected by Customer at checkout, as subsequently modified by any upgrade, downgrade or other change recorded in Customer’s account and billing records; and, for negotiated subscriptions or Custom Services, a separate written subscription agreement, statement of work or order signed or accepted by the parties.
1.8 “Outputs” means any report, valuation, estimate, rent estimate, comparable set, condition assessment, renovation cost breakdown, investment or flip return analysis, risk indicator, score, search result or other result generated by or delivered through the Services, including the Full Property Report.
1.9 “Platform” means the Homesage web applications, developer portal, browser extension, mobile applications, APIs and MCP Interfaces, together with all related software and infrastructure.
1.10 “Platform Content” means all data, records, text, images, compilations, methodologies, models and materials made available through the Platform, excluding Customer Data.
1.11 “Services” means the Platform, the Platform Content, the Outputs and any related services provided by Homesage.
1.12 “Authorized User” means an individual employee or contractor of Customer whom Customer permits to use the Services under Customer’s account, and for whom Customer is fully responsible.
1.13 “Custom Services” means development, configuration, integration or other professional services performed by Homesage for Customer, including the creation of custom APIs, custom data pipelines, custom reports or custom datasets, as described in an Order.
2.1 In the event of any conflict or inconsistency between documents comprising the Agreement, the following order of precedence applies: (i) a signed Order; (ii) any applicable Addendum, including the API & MCP Addendum; (iii) these Terms; and (iv) the Documentation.
2.2 No purchase order, vendor portal terms, invoice terms, or Customer standard terms will vary the Agreement, and any such terms are expressly rejected and of no effect, notwithstanding Homesage’s acceptance of a purchase order or payment.
3.1 You must be at least 18 years of age and capable of forming a binding contract. The Services are offered solely for business and professional use. You represent and warrant that you are acquiring and using the Services for business or professional purposes, and not for personal, family or household purposes.
3.2 You must register for an account and provide accurate, current and complete information, including name, email address, telephone number, entity name and profession. You must keep this information current.
3.3 You are responsible for maintaining the confidentiality of all account credentials, for all activity occurring under your account, and for the acts and omissions of your Authorized Users as if they were your own.
3.4 You must notify Homesage immediately at info@homesage.ai upon becoming aware of any unauthorized access to or use of your account or credentials.
3.5 Accounts are licensed to a single named legal entity. Affiliates, subsidiaries, parent companies and other group entities are not covered by your subscription and must obtain their own.
4.1 Homesage provides real estate and home improvement software, data and analytics through the Platform on a subscription basis, in monthly and annual plans, and on a credit-metered basis where specified.
4.2 Homesage may modify, enhance, add to or discontinue features of the Services from time to time. Homesage will not materially reduce the core functionality of a paid subscription during a paid term without providing a pro rata refund of prepaid fees for the affected period, at its election, in place of continued provision.
4.3 Homesage may engage subcontractors, data suppliers and hosting providers in the provision of the Services, and remains responsible for their performance of Homesage’s obligations under the Agreement.
4.4 Custom Services. Homesage may provide Custom Services as described in an Order, for the fees stated there, including any one-time development or setup fee. Unless the applicable Order expressly states otherwise: (i) Homesage owns all right, title and interest in and to all deliverables and work product of Custom Services, including custom APIs, custom data pipelines and all associated software, methodologies and know-how, and payment of a one-time or other fee does not transfer ownership of any of them to Customer; (ii) Custom Services deliverables are made available to Customer as part of the Services, subject to Customer’s License Tier, for the duration of the subscription term, and access to them requires an active subscription; (iii) one-time and setup fees are earned and non-refundable once work has commenced; and (iv) Custom Services and their deliverables constitute Services for all purposes of the Agreement, including Clauses 5, 6, 7, 13, 14 and 15.
5.1 Grant. Subject to Customer’s continuous compliance with the Agreement and payment of all applicable fees when due, Homesage grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the subscription term only, to access and use the Services and the Outputs solely (i) for Customer’s own internal business purposes, and (ii) to the extent expressly permitted by Customer’s License Tier as described in Section 5.2.
5.2 License Tiers. The rights granted vary by License Tier. Internal Use is the default tier for every account. Client Delivery and Redistribution rights are granted only where expressly identified in an Order or account record, and are subject to any additional fees, volume limits and conditions stated there.
5.3 Reservation of rights. All rights not expressly granted in the Agreement are reserved to Homesage and its licensors and data suppliers. No license is granted by implication, estoppel, exhaustion or otherwise. Nothing in the Agreement transfers ownership of any Platform Content, Output, Derived Data or intellectual property to Customer.
5.4 Conditional and revocable. The license granted in Clause 5.1 is conditional upon Customer’s compliance with Clauses 6 and 7 and upon payment of all fees. Any use of the Services outside the scope of the license, or during any period in which fees are overdue, constitutes both a breach of the Agreement and infringement of Homesage’s intellectual property rights.
5.5 Term-bound. The license exists only for the duration of the subscription term and terminates automatically on expiry, termination or suspension of the subscription, subject to Clause 18.
6.1 Ownership of Outputs. As between the parties, Homesage owns all right, title and interest in and to the Platform, the Platform Content, the Outputs and all Derived Data, including all intellectual property rights therein.
6.2 Ownership of Customer Data. As between the parties, Customer retains all right, title and interest in and to Customer Data. Customer grants Homesage a non-exclusive, worldwide, royalty-free license to host, process, transmit, display and use Customer Data solely to provide, secure, support and improve the Services, and to produce aggregated and de-identified statistics that do not identify Customer or any individual.
6.3 Prohibition on model training. Customer shall not, and shall not permit any third party to, use Platform Content, Outputs or Derived Data, in whole or in part, to develop, train, fine-tune, pre-train, retrain, benchmark, validate, evaluate, ground, augment or otherwise improve any machine learning model, large language model, automated valuation model, statistical model, dataset, index, database, or competing analytical product, whether for Customer’s internal use or for provision to any third party.
6.4 Prohibition on third-party AI ingestion. Customer shall not provide, expose or transmit Platform Content or Outputs to any third-party artificial intelligence system, model, agent or service, including for retrieval, grounding, indexing or inference, without Homesage’s prior written consent. Use of Outputs within Customer’s own internal workflows, including internal AI assistants operated solely by and for Customer and not accessible to third parties, is permitted at all License Tiers.
6.5 Ownership of breaching Derived Data. Any Derived Data created in breach of Clause 6.3 or 6.4 shall vest in and be the exclusive property of Homesage immediately upon creation, and Customer hereby assigns all right, title and interest in such Derived Data to Homesage. Customer shall, on request, deliver up or irretrievably delete such Derived Data and certify that it has done so.
6.6 Accumulation. Customer shall not systematically accumulate, compile, warehouse or index Platform Content or Outputs so as to create, or to enable any third party to create, a substitute for, or a material extract of, the Platform Content.
6.7 Feedback. If Customer provides suggestions, ideas or feedback regarding the Services, Homesage may use them without restriction or obligation, and Customer assigns to Homesage all rights in such feedback.
7.1 Customer shall not, and shall not permit any Authorized User or third party to:
(a) resell, sublicense, rent, lease, lend, distribute, publish, transmit, broadcast, display, disclose or otherwise make available any Platform Content or Outputs to any third party, except as expressly permitted by Customer’s License Tier;
(b) use any automated means, including robots, crawlers, spiders or scripts, to extract, harvest, index or accumulate Platform Content or Outputs, other than through the APIs or MCP Interfaces in accordance with the Agreement and within the volumes covered by Customer’s subscription;
(c) develop, market or offer any product, dataset, service, model or software that competes with or substitutes for the Services and that is built using, derived from, trained on or materially informed by Platform Content, Outputs or Derived Data;
(d) reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code, structure, algorithms, methodologies, valuation logic or data sources of the Services, except to the extent this restriction is prohibited by applicable law;
(e) remove, obscure, alter or fail to reproduce any disclaimer, proprietary notice, copyright notice, trademark or attribution required by the Agreement;
(f) share, transfer, sell, publish or otherwise disclose account credentials or API credentials, or permit access to the Services by any entity other than Customer as a single named legal entity;
(g) circumvent, disable or attempt to circumvent any rate limit, credit metering, throttle, usage cap, access control, authentication or security feature of the Services, or create multiple accounts to evade any limit;
(h) place an unreasonable or disproportionate load on the Services or Homesage’s infrastructure, or interfere with the integrity, security or performance of the Services;
(i) use the Services to send unsolicited commercial communications, or for any marketing or solicitation purpose in any jurisdiction in which the use of public records for that purpose is restricted or prohibited;
(j) use the Services, Outputs or Derived Data in any manner that violates applicable law, including without limitation the Fair Housing Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, state and federal fair lending, anti-discrimination, consumer protection, telemarketing and data protection laws;
(k) use the Services or Outputs as a factor in establishing an individual’s eligibility for credit, insurance, employment, housing or any other purpose regulated by the Fair Credit Reporting Act, Homesage not being a consumer reporting agency and the Outputs not constituting consumer reports; or
(l) use the Services in any manner not expressly authorized by the Agreement.
7.2 Prevention of third-party extraction. Where Customer displays Outputs within its own applications, websites or portals under a Client Delivery or Redistribution License Tier, Customer shall implement and maintain commercially reasonable technical measures to prevent unauthorized parties from scraping, harvesting or bulk-extracting Outputs from those applications, and shall promptly notify Homesage of any such extraction of which it becomes aware.
7.3 Responsibility for Authorized Users. Customer is responsible for compliance by its Authorized Users, and any act or omission by an Authorized User that would breach the Agreement if performed by Customer shall be deemed a breach by Customer.
7.4 Jurisdictional responsibility. Customer is solely responsible for determining whether its intended use of the Services is lawful in each jurisdiction in which it operates, and for obtaining any license, registration or consent required for that use.
7.5 No regulated valuation use. Customer shall not use the Services or any Output as, or as a component of, an automated valuation model or collateral valuation for mortgage origination, mortgage securitization or any other purpose subject to appraisal or automated-valuation-model regulation, including quality-control standards under 12 U.S.C. § 3354 and its implementing rules, without Homesage’s prior written consent.
8.1 “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential, including the Platform Content in unpublished form, API credentials, Documentation not publicly available, pricing, and the terms of any Order.
8.2 The receiving party shall protect Confidential Information using at least reasonable care, shall not disclose it other than to personnel and advisers with a need to know who are bound by equivalent obligations, and shall use it only for purposes of the Agreement.
8.3 The obligations do not apply to information that is or becomes public through no breach, was known to the recipient without restriction before disclosure, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction. Disclosure compelled by law is permitted provided the recipient gives prompt notice where lawful and reasonable assistance in seeking protective treatment.
8.4 Customer’s obligations in respect of API credentials survive termination indefinitely.
9.1 Fees. Customer shall pay all fees set out in the applicable Order, including subscription fees, credit and overage charges, and one-time fees for Custom Services. Unless expressly stated otherwise, all fees are quoted and payable in US dollars, are non-cancellable, and are non-refundable.
9.2 Payment processing. Payments are processed by Stripe, Inc. or another payment processor engaged by Homesage. By subscribing, Customer agrees to the applicable processor’s terms and authorizes Homesage and its processors to charge Customer’s designated payment method on a recurring basis for all fees, including renewal fees, overage charges and applicable taxes, until the subscription is canceled or terminated.
9.3 Auto-renewal. Subscriptions renew automatically for successive periods equal to the then-current term, at the then-current price, unless canceled before the Renewal Date. The “Renewal Date” is the anniversary, in the applicable billing cycle, of the date of Customer’s first successful payment. Where a Renewal Date does not exist in a given month, it falls on the last day of that month. Homesage will provide any renewal reminders and pre-renewal disclosures required by applicable law to the email address associated with Customer’s account, and Customer is responsible for keeping that address current.
9.4 Cancellation. Customer may cancel at any time through the billing settings in its account or by written notice to info@homesage.ai. Cancellation takes effect at the end of the then-current billing period. No refund or credit is given for the unexpired portion of any term.
9.5 Price changes. Homesage may change pricing effective from the next Renewal Date on at least thirty (30) days’ notice. Continued use after the Renewal Date constitutes acceptance.
9.6 Credits. Where the Services are metered in credits, credits are a license entitlement and not currency or a stored-value instrument. Unless expressly stated otherwise in the Order, credits: (i) are consumed as specified in the Documentation; (ii) expire at the end of the billing period in which they are issued and do not roll over; (iii) are non-refundable, non-transferable and non-exchangeable; (iv) have no cash value; and (v) are forfeited on termination or expiry of the subscription.
9.7 Overage. Usage exceeding the entitlement included in Customer’s subscription incurs overage charges at the rate stated in the Order or published pricing. Overage charges are billed at the next Renewal Date, or immediately upon the earlier of (i) cumulative unbilled overage reaching one thousand US dollars (US $1,000) in a billing period, or (ii) Customer’s request to terminate.
9.8 Responsibility for usage. Customer is liable for all fees, credit consumption and overage charges incurred through its account and credentials, including usage resulting from unauthorized access, credential compromise, misconfiguration, runaway automation or a security incident affecting Customer’s systems, except to the extent directly caused by Homesage’s gross negligence or wilful misconduct. Customer is responsible for configuring any usage caps or alerts Homesage makes available.
9.9 Failed payment and suspension. If any amount is unpaid when due, Homesage may, without liability, suspend access to the Services immediately and terminate the subscription if the amount remains unpaid for fifteen (15) days after notice. Overdue amounts bear interest at 1.5% per month or the maximum permitted by law, whichever is lower, and Customer shall reimburse Homesage’s reasonable costs of collection, including attorneys’ fees. Homesage has no liability for third-party fees, charges or penalties arising from a failed payment.
9.10 Refunds. All fees, credit purchases and overage charges are final and non-refundable. Homesage may, in its sole discretion, grant a refund in exceptional circumstances upon written request to info@homesage.ai setting out the grounds, but is under no obligation to do so and any refund granted is not a precedent.
9.11 Taxes. Fees are exclusive of all sales, use, VAT, GST, HST, gross receipts, excise, withholding and similar taxes, duties and assessments. Customer is responsible for all such amounts other than taxes on Homesage’s net income. If Homesage is required to collect any such amount, it will be added to the invoice.
9.12 Plan changes (upgrades and downgrades). Customer may change its subscription tier at any time through the billing settings in its account. An upgrade takes effect immediately, and Homesage will charge the difference in fees, prorated for the remainder of the then-current billing period; any additional credit entitlement is prorated in the same manner. A downgrade takes effect at the start of the next billing period, and Customer retains access to the higher tier until then. No refund or credit is given for the unused portion of the higher tier, and any credits attributable to the higher tier that are unused at the effective date of the downgrade are forfeited in accordance with Section 9.6. The tier, entitlements and pricing recorded in Customer’s account following the change constitute the Order for the affected period.
10.1 Homesage and its licensors and data suppliers own all right, title and interest in and to the Services, the Platform, the Platform Content, the Outputs, the Derived Data, the Documentation, and all software, models, methodologies, algorithms, know-how, trademarks, trade names, logos and other intellectual property associated with them.
10.2 The Homesage name, the Homesage logo and all related marks are trademarks of Homesage. Customer may not use them in any advertising, publicity, press release, customer list or commercial manner without Homesage’s prior written consent, which may be withheld for any or no reason, save that Customer may make factual reference to its use of the Services.
10.3 Third-party data. Certain Platform Content and Outputs incorporate data licensed from third-party suppliers and may be subject to additional terms notified to Customer. Where such terms conflict with the Agreement, the third-party terms control in respect of that data. Homesage may modify, restrict or withdraw any data element where required by an upstream supplier, without liability.
10.4 Third-party and open-source software. The Services may include third-party or open-source components governed by their own license terms, which control in respect of those components. In no event shall the Services be deemed open source or publicly available software.
10.5 Infringement claims. In the event of a third-party claim that Customer’s possession or use of the Services infringes that third party’s intellectual property rights, Customer, and not Homesage, is responsible for the investigation, defense, settlement and discharge of the claim, and shall promptly notify Homesage in writing.
11.1 Homesage’s Privacy Policy, available at homesage.ai/privacy-policy, is incorporated into the Agreement by reference and describes how Homesage collects, uses and discloses personal information. Homesage may update the Privacy Policy from time to time, and continued use of the Services following publication constitutes acceptance.
11.2 Customer authorizes Homesage and its affiliates, processors and agents to collect, store, process and use information and data relating to or derived from Customer’s use of the Services, including usage telemetry, for the purposes of providing, securing, supporting, analyzing and improving the Services.
11.3 Customer represents and warrants that it has all rights, consents and lawful bases necessary for Homesage to process Customer Data as contemplated by the Agreement, and that its use of Outputs containing personal information complies with applicable data protection law.
11.4 Where a data processing agreement is required by applicable law, the parties shall execute Homesage’s standard data processing addendum, which shall form part of the Agreement.
12.1 Homesage maintains commercially reasonable administrative, technical and physical safeguards designed to protect the Services and Customer Data.
12.2 Customer shall maintain commercially reasonable security controls over its own systems, credentials and integrations, shall store API credentials securely and never in client-side code or public repositories, and shall promptly notify Homesage of any suspected compromise.
12.3 Homesage may suspend access immediately, without prior notice and without liability, where it reasonably believes there is a security risk to the Services, to Customer or to any third party.
13.1 THE SERVICES, THE PLATFORM CONTENT AND THE OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HOMESAGE AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND AGENTS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT.
13.2 No warranty of accuracy or availability. HOMESAGE DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL MEET CUSTOMER’S REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE, ACCURATE OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED. HOMESAGE HAS NO OBLIGATION TO CORRECT ANY ERROR IN THE PLATFORM CONTENT OR OUTPUTS.
13.3 No appraisal; no advice. ALL OUTPUTS, INCLUDING ALL METRICS, VALUATIONS, ESTIMATES, SCORES, RETURNS AND OTHER FIGURES, ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY. OUTPUTS ARE AUTOMATED, PROBABILISTIC ESTIMATES GENERATED FROM PUBLIC RECORDS, THIRD-PARTY DATA, PHOTOGRAPHS AND USER-SUPPLIED INPUTS. THEY ARE NOT CERTIFIED APPRAISALS, BROKER PRICE OPINIONS, TITLE REPORTS, SURVEYS, INSPECTIONS OR OPINIONS OF VALUE, AND ARE NOT LEGAL, TAX, FINANCIAL, INSURANCE OR INVESTMENT ADVICE. NO FIDUCIARY, ADVISORY OR PROFESSIONAL RELATIONSHIP IS CREATED BY USE OF THE SERVICES. HOMESAGE IS NOT A LICENSED REAL ESTATE BROKER, APPRAISER, APPRAISAL MANAGEMENT COMPANY, HOME INSPECTOR, GENERAL CONTRACTOR, LENDER, OR FINANCIAL, TAX OR INVESTMENT ADVISER, AND DOES NOT PERFORM SERVICES REQUIRING SUCH LICENSES. CUSTOMER MUST NOT RELY ON ANY OUTPUT AS THE SOLE OR PRIMARY BASIS FOR ANY LENDING, UNDERWRITING, PURCHASE, SALE, INSURANCE OR INVESTMENT DECISION, AND SHALL CONDUCT ITS OWN INDEPENDENT DUE DILIGENCE.
13.4 Factors affecting results. Values, returns, rents, costs and risk indicators are affected by factors outside Homesage’s control, including legislative and regulatory change, economic and political conditions, real estate and financial market conditions, availability and cost of financing, interest rates, and the completeness and currency of assessor and public records. Property attributes may be inaccurate where public records do not reflect recent alterations. Actual results may differ materially from any Output, and no assurance is given that any indicated result will be realized.
13.5 User-supplied inputs. Certain Outputs depend on data supplied by Customer. Homesage does not verify or conduct due diligence on such data, and gives no assurance as to any Output generated from it.
13.6 Mandatory Report Disclaimer. Customer shall reproduce the disclaimer set out below, without alteration, on or with every Output that Customer discloses, displays or delivers to any third party, including under any white-label or custom-branding feature, unless Homesage approves an equivalent disclaimer in writing. Every Output disclosed, displayed or delivered to any third party shall in any event be deemed subject to the following disclaimer, whether or not the disclaimer text is physically attached to or has been removed from the Output, including under any white-label or custom-branding feature:
“This report is provided solely for general business information purposes. No advisory, fiduciary or professional relationship is created by its acceptance or use. The valuations, cost estimates, rent estimates, investment returns, risk indicators, conclusions and other information contained in this report are automated estimates produced from public records, third-party data and user-supplied inputs using tested methodologies. They are not definitive forecasts, certified appraisals, broker price opinions or opinions of value, and they do not constitute legal, tax, financial or investment advice. Such information is stated in terms of probability based on market factors and information submitted to Homesage. Homesage has not independently verified the data or assumptions used. Property attributes may be inaccurate because assessor and public records do not always reflect recent additions or modifications to property structures. Changes in the underlying data or assumptions, or loss of access to any data source, will affect the analyses and conclusions set out in this report. Recipients should conduct their own independent due diligence before making any decision.”
13.7 Third-party content. The Services may provide access to third-party websites, content, products and services. Homesage does not investigate, monitor, endorse or warrant them, and has no liability arising from Customer’s access to or use of them. Customer’s dealings with any third party are solely between Customer and that third party.
13.8 No advice or information obtained from Homesage or through the Services creates any warranty not expressly stated in the Agreement.
14.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER HOMESAGE NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, OR FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT OR INDIRECT, ARISING FROM RELIANCE ON ANY OUTPUT IN CONNECTION WITH ANY LENDING, PURCHASE, SALE, RENOVATION, INSURANCE OR INVESTMENT DECISION, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT HOMESAGE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Aggregate cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF HOMESAGE AND ITS AFFILIATES, LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO HOMESAGE UNDER THE APPLICABLE ORDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, WHERE CUSTOMER HAS PREPAID FEES COVERING A PERIOD LONGER THAN THREE (3) MONTHS, THE PORTION OF THOSE PREPAID FEES ATTRIBUTABLE TO THE THREE (3) MONTHS IMMEDIATELY PRECEDING THAT EVENT), OR ONE HUNDRED US DOLLARS (US $100) IF NO FEES HAVE BEEN PAID.
14.3 Exclusions from the cap. Nothing in Clauses 14.1 or 14.2 limits Customer’s obligations under Clause 15 (Indemnification), Customer’s liability for breach of Clause 5 (License Grant), Clause 6 (Outputs, Derived Data and Model Training), Clause 7 (Restrictions on Use) or Clause 8 (Confidentiality), Customer’s infringement or misappropriation of Homesage’s intellectual property, or Customer’s obligation to pay fees. Nothing in the Agreement excludes liability that cannot lawfully be excluded.
14.4 Essential purpose. The limitations in this Clause 14 apply even if any limited remedy fails of its essential purpose, and reflect a reasonable allocation of risk that forms an essential basis of the bargain. The fees would be materially higher absent these limitations.
14.5 Limitation period. To the fullest extent permitted by law, any claim arising out of or relating to the Agreement must be brought within one (1) year after the cause of action accrues, failing which it is permanently barred.
15.1 Customer shall indemnify, defend and hold harmless Homesage, its affiliates, licensors, suppliers, and each of their respective officers, directors, employees and agents, from and against any and all claims, proceedings, demands, losses, damages, fines, penalties, interest, liabilities, costs and expenses (including reasonable attorneys’ and professional advisers’ fees) arising out of or in connection with: (i) Customer’s access to or use of the Services, Platform Content or Outputs; (ii) Customer’s breach of the Agreement; (iii) Customer’s violation of any applicable law or regulation, including fair housing, fair lending, FCRA, telemarketing and data protection law; (iv) Customer’s negligence or wilful misconduct; (v) any claim by a third party, including any end client of Customer, arising from reliance on an Output or from Customer’s redistribution or display of Outputs; or (vi) Customer’s violation of the rights of any third party, including infringement of intellectual property or misappropriation of trade secrets.
15.2 Homesage shall give Customer prompt notice of any claim; failure or delay in giving notice does not relieve Customer of its obligations under this Clause 15 except to the extent Customer is materially prejudiced by it. Customer shall have control of the defense and settlement, provided that if Customer fails to promptly assume and diligently conduct the defense, Homesage may assume control of the defense at Customer’s expense, and provided further that Customer shall not settle any claim in a manner that imposes any obligation or admission on Homesage without Homesage’s prior written consent. Homesage may participate in the defense with counsel of its own choosing at its own expense.
15.3 The obligations in this Clause 15 survive termination or expiry of the Agreement.
16.1 Homesage may, on not less than ten (10) business days’ written notice, audit Customer’s use of the Services to verify compliance with the Agreement and with Customer’s License Tier. Audits shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Customer’s operations.
16.2 Customer shall provide reasonable cooperation and access to relevant records, systems and personnel.
16.3 If an audit reveals use exceeding Customer’s License Tier or entitlements, Customer shall promptly pay the additional fees that would have been payable for that use, plus interest under Clause 9.9. If the under-licensed amount exceeds five percent (5%) of the fees properly payable, Customer shall also reimburse Homesage’s reasonable costs of the audit. Payment under this clause is without prejudice to Homesage’s other rights and remedies, including termination and injunctive relief.
16.4 Homesage may additionally monitor usage telemetry at any time to detect anomalous consumption, credential sharing, automated extraction and other indicators of breach.
17.1 Customer acknowledges that a breach or threatened breach of Clause 5, 6, 7 or 8 would cause Homesage irreparable harm for which monetary damages would be an inadequate remedy.
17.2 Accordingly, in addition to any other remedy, Homesage is entitled to seek specific performance, injunctive relief and other equitable remedies in any court of competent jurisdiction, without any requirement to prove actual damages or to post any bond or other security, and notwithstanding Clause 21.
17.3 Homesage’s remedies are cumulative and not exclusive.
18.1 Term. The Agreement commences on the earlier of Customer’s first access to the Services or the effective date of the Order, and continues for the subscription term and any renewal, until terminated.
18.2 Suspension. Homesage may suspend Customer’s access to all or part of the Services immediately, with or without notice and without liability, where: (i) any amount is overdue; (ii) Homesage reasonably suspects a breach of Clause 5, 6 or 7; (iii) Homesage suspects credential compromise, unauthorized access or fraudulent activity; (iv) Customer’s use presents a security, legal or operational risk, or places an unreasonable load on the Services; or (v) suspension is required by law or by an upstream data supplier. Suspension is in addition to, and not in substitution for, Homesage’s right to terminate.
18.3 Termination for convenience. Customer may terminate at the end of the then-current billing period in accordance with Clause 9.4. Homesage may terminate any subscription on thirty (30) days’ written notice, in which case Homesage shall refund a pro rata portion of prepaid fees for the unexpired term.
18.4 Termination for cause. Either party may terminate immediately on written notice if the other commits a material breach that is not cured within fifteen (15) days of notice, or that is incapable of cure. Homesage may terminate immediately and without cure period for breach of Clause 5, 6, 7 or 8, for non-payment persisting beyond Clause 9.9, or where Customer becomes insolvent, enters administration or liquidation, or makes an assignment for the benefit of creditors.
18.5 No refund on termination for cause. Where Homesage terminates for cause, no refund of any kind is payable and all outstanding fees become immediately due.
19.1 On expiry or termination, all licenses granted under the Agreement terminate immediately, all credits are forfeited, and Customer shall immediately cease all access to and use of the Services, Platform Content and Outputs.
19.2 Within thirty (30) days of termination, Customer shall permanently and irretrievably delete all Platform Content, Outputs and Derived Data from all systems under its control, and shall procure that its Authorized Users and contractors do the same.
19.3 Permitted retention. Clause 19.2 does not require deletion of: (i) copies held in routine, non-readily-accessible backup archives, pending deletion in the ordinary course, which remain subject to the Agreement for so long as they are retained; or (ii) individual Outputs already delivered to a named end client under a Client Delivery or Redistribution License Tier before termination, which Customer may retain solely for internal record-keeping, audit, regulatory or file-retention purposes and which Customer shall not further use, display or distribute.
19.4 On Homesage’s written request, Customer shall certify in writing, signed by an authorized officer, that it has complied with this Clause 19.
19.5 Customer may export Customer Data during the subscription term. Homesage has no obligation to retain Customer Data more than thirty (30) days after termination and may delete it thereafter.
20.1 Homesage may modify these Terms from time to time. The current version will be posted at homesage.ai/terms-of-service with a version number and effective date.
20.2 For changes that materially and adversely affect Customer’s rights, Homesage will give at least thirty (30) days’ notice by email to the address on Customer’s account or by in-product notice before the change takes effect. All other changes take effect on posting. Notwithstanding the foregoing, a change required by applicable law, by an upstream data supplier, or to address a security, fraud or legal risk may take effect immediately, or on such shorter notice as is reasonably practicable.
20.3 Continued use of the Services after the effective date of a change constitutes acceptance. If Customer does not accept a material change, its sole remedy is to terminate before the effective date, in which case Homesage will refund a pro rata portion of prepaid fees for the unexpired term.
20.4 Where Customer has a signed Order for a fixed term, the version of the Terms in effect on the Order date governs for that term unless the parties agree otherwise in writing, save for changes required by law or by an upstream data supplier.
20.5 Changes to dispute resolution. Any change to Clause 21 (Governing Law and Dispute Resolution) does not apply to any dispute that arose, or of which either party received notice, before the effective date of the change; the version of Clause 21 in effect when the dispute arose governs that dispute.
21.1 Governing law. The Agreement is governed by the laws of the State of Delaware and applicable federal law of the United States, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 Informal resolution. Before commencing any proceeding, the parties shall attempt in good faith to resolve the dispute through discussion for a period of thirty (30) days following written notice of the dispute.
21.3 Binding arbitration. Except as provided in Clauses 21.5 and 21.6, any dispute, claim or controversy arising out of or relating to the Agreement or the Services shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
21.4 Class action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, CLAIMS SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. CUSTOMER MAY NOT COMMENCE, PARTICIPATE IN OR MAINTAIN AGAINST HOMESAGE ANY CLASS ACTION, CLASS ARBITRATION, COLLECTIVE OR REPRESENTATIVE PROCEEDING. BY AGREEING TO ARBITRATION, CUSTOMER GIVES UP THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE IN A CLASS PROCEEDING. If this Clause 21.4 is held unenforceable, Clause 21.3 shall be void in its entirety and disputes shall be resolved under Clause 21.6.
21.5 Equitable relief carve-out. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, without first submitting to arbitration and without waiving any right under this Clause 21.
21.6 Enterprise disapplication. Clauses 21.3 and 21.4 do not apply where a signed Order expressly disapplies them. In that case, and in any case where Clause 21.3 is void, the parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each party irrevocably waives any objection to venue and any right to trial by jury.
21.7 Coordinated filings. If twenty-five (25) or more arbitration demands raising similar claims and represented by the same or coordinated counsel are filed against Homesage, the parties agree that the demands will be administered in staged sets of up to ten (10) demands each, selected jointly by the parties, with all remaining demands held in abeyance and applicable limitation periods tolled until each staged set is resolved. This Clause 21.7 is severable from Clause 21.4.
22.1 Assignment. Customer may not assign or transfer the Agreement, in whole or in part, by operation of law or otherwise, without Homesage’s prior written consent; any attempted assignment without consent is void. A change of control of Customer constitutes an assignment for this purpose. Homesage may assign the Agreement freely, including in connection with a merger, acquisition or sale of assets.
22.2 Force majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor dispute, governmental action, epidemic, internet or utility failure, or failure of an upstream data supplier.
22.3 Notices. Notices to Homesage shall be sent to 285 Kepler Dr, Gaithersburg, MD 20878, with a copy to info@homesage.ai. Notices to Customer may be given by email to the address on Customer’s account, by in-product notice, or by post to the address on the Order, and are deemed received on the next business day after sending in the case of email or in-product notice.
22.4 Entire agreement. The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior and contemporaneous proposals, representations, marketing statements, demonstrations, negotiations and understandings, whether oral or written. Customer acknowledges that it has not relied on any statement not expressly set out in the Agreement.
22.5 Severability. If any provision of the Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.
22.6 Waiver. No failure or delay in exercising any right operates as a waiver, and no waiver is effective unless in writing and signed by the waiving party. A waiver of one breach is not a waiver of any subsequent breach.
22.7 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise or employment relationship.
22.8 No third-party beneficiaries. Except for Homesage’s affiliates, licensors and suppliers, who are intended third-party beneficiaries of Clauses 13, 14 and 15, the Agreement confers no rights on any third party.
22.9 Export and sanctions. Customer represents that it is not located in, and will not use the Services in, any country subject to comprehensive US sanctions, and that it is not listed on any US government restricted-party list. Customer shall comply with all applicable export control and sanctions laws.
22.10 US Government rights. The Services are “commercial computer software” and “commercial computer software documentation”, licensed to US Government end users with only the rights set out in the Agreement.
22.11 Publicity. Homesage may identify Customer as a customer, and use Customer’s name and logo, on its website and in marketing materials, unless Customer opts out by written notice to info@homesage.ai.
22.12 Survival. The following clauses survive expiry or termination: 1 (Definitions), 5.3 (Reservation of rights), 6 (Outputs, Derived Data and Model Training), 7 (Restrictions on Use, to the extent applicable to retained materials), 8 (Confidentiality), 9 (in respect of accrued amounts), 10 (Intellectual Property), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (Audit, for twelve months), 17 (Enforcement and Equitable Relief), 19 (Effect of Termination), 21 (Governing Law and Dispute Resolution) and 22 (General).
22.13 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. References to a clause are to a clause of these Terms unless stated otherwise.
Ziprenovation Inc. (Homesage.ai), 285 Kepler Dr, Gaithersburg, MD 20878, United States. Email: info@homesage.ai.