Homifi Homeowner Terms of Use and License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE HOMIFI PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. LICENSE TO USE THE PLATFORM Subject to the terms of this Agreement, Homifi grants Homeowner a limited, non-exclusive, non-transferable, revocable license to access and use the Homifi website, mobile application, and related services solely for personal use in locating and communicating with independent contractors for home repair, maintenance, renovation, improvement, and related services. Homifi reserves all rights not expressly granted herein. HOMIFI IS A MARKETPLACE ONLY Homifi operates solely as a technology platform that facilitates introductions between homeowners and independent contractors. HOMIFI DOES NOT PROVIDE CONTRACTING SERVICES, CONSTRUCTION SERVICES, REPAIR SERVICES, PROFESSIONAL SERVICES, OR HOME IMPROVEMENT SERVICES. Homifi is not a contractor, subcontractor, construction manager, architect, engineer, inspector, consultant, employer, joint venturer, partner, or agent of any contractor. Contractors available through the Platform are independent third parties and are not employees, representatives, or agents of Homifi. CONTRACTS ARE BETWEEN HOMEOWNER AND CONTRACTOR Any agreement for labor, materials, repairs, construction, installation, maintenance, remodeling, renovation, or other services is solely between the Homeowner and the Contractor. Homifi is not a party to any agreement between a Homeowner and Contractor. Homifi does not control, supervise, direct, or manage the performance of any Contractor. Homifi makes no representations regarding the quality, safety, legality, timeliness, qualifications, licensing, insurance, skill, or competence of any Contractor. The Homeowner is solely responsible for evaluating and selecting a Contractor and for entering into any agreement with a Contractor. PAYMENT PROCESSING AUTHORIZATION The Homeowner authorizes Homifi to collect, hold, process, disburse, transfer, and remit funds relating to projects arranged through the Platform. The Homeowner expressly appoints Homifi as its limited payment processing agent solely for the purpose of receiving payments and remitting funds to Contractors. Payment to Homifi shall constitute payment by the Homeowner for purposes of satisfying the Homeowner's payment obligations under the applicable Contractor agreement. Homifi may deduct service fees, processing fees, chargebacks, refunds, adjustments, and other amounts authorized by this Agreement prior to remitting funds. Homifi may hold funds in escrow-like accounts, custodial accounts, trust accounts, operating accounts, or other accounts maintained by Homifi or its payment processors pending completion of transactions. NO WARRANTY REGARDING CONTRACTOR SERVICES Homifi does not warrant or guarantee: (a) the quality of any work; (b) completion of any project; (c) compliance with laws, codes, or regulations; (d) contractor licensing status; (e) contractor insurance coverage; (f) workmanship; (g) project outcomes; (h) timeliness of performance; or (i) suitability of any contractor. All contractor services are provided solely by independent third parties. RELEASE OF CLAIMS To the fullest extent permitted by law, Homeowner releases Homifi and its owners, officers, directors, employees, affiliates, agents, successors, and assigns from any and all claims arising from or related to: (a) services performed by a Contractor; (b) acts or omissions of a Contractor; (c) injuries to persons; (d) property damage; (e) construction defects; (f) delays; (g) payment disputes; (h) mechanic's liens; (i) negligence of a Contractor; (j) breach of contract by a Contractor; and (k) any dispute between Homeowner and Contractor. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOMIFI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL HOMIFI BE LIABLE FOR DAMAGES ARISING FROM THE ACTS, OMISSIONS, NEGLIGENCE, GROSS NEGLIGENCE, MISCONDUCT, BREACH OF CONTRACT, OR OTHER CONDUCT OF ANY CONTRACTOR. HOMIFI'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT OF FEES PAID TO HOMIFI DURING THE TWELVE MONTHS PRECEDING THE CLAIM; OR (B) $100. INDEMNIFICATION Homeowner shall defend, indemnify, and hold harmless Homifi and its affiliates, officers, directors, employees, agents, successors, and assigns from any claim, demand, action, loss, liability, cost, expense, judgment, settlement, or attorney's fee arising from: (a) any agreement between Homeowner and Contractor; (b) services performed by a Contractor; (c) disputes with Contractors; (d) Homeowner's use of the Platform; or (e) Homeowner's breach of this Agreement. DISPUTES WITH CONTRACTORS Any dispute concerning services, workmanship, pricing, project completion, delays, defects, warranties, or payment shall be resolved directly between the Homeowner and the Contractor. Homifi has no obligation to investigate, mediate, arbitrate, or resolve disputes between Homeowners and Contractors. DISCLAIMER OF WARRANTIES THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." HOMIFI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND PERFORMANCE. BINDING ARBITRATION Any dispute between Homeowner and Homifi shall be resolved exclusively through binding arbitration administered by the American Arbitration Association. The arbitration shall occur in Harris County, Texas. Each party waives the right to a jury trial and participation in any class action. GOVERNING LAW This Agreement shall be governed by and construed under the laws of the State of Texas without regard to conflict-of-law principles. NO AGENCY; INDEPENDENT CONTRACTOR RELATIONSHIP Nothing contained in the Platform, this Agreement, any Contractor Agreement, any Homeowner Agreement, or any transaction facilitated through the Platform shall be construed to create any agency, partnership, joint venture, employment, franchise, representative, fiduciary, or similar relationship between Homifi and any Contractor. Contractors are independent businesses and independent contractors. Contractors are not employees, agents, partners, joint venturers, representatives, subcontractors, or fiduciaries of Homifi. Homifi does not supervise, direct, control, manage, or oversee the means, methods, manner, timing, sequence, personnel, equipment, materials, or performance of any Contractor's work. No Contractor shall have authority to bind Homifi to any agreement, representation, warranty, obligation, liability, or commitment of any kind. No Homeowner shall rely upon any Contractor as possessing authority to act on behalf of Homifi. NO WARRANTY OR GUARANTEE OF CONTRACTORS Contractor profiles, listings, ratings, reviews, rankings, recommendations, badges, certifications, approvals, verifications, screening designations, background checks, qualifications, endorsements, or similar designations are provided solely for informational purposes. Neither the existence nor absence of any such designation shall constitute a representation, warranty, guarantee, endorsement, certification, or assurance by Homifi regarding any Contractor. Homifi does not warrant or guarantee: (a) the quality of any Contractor's work; (b) the competency of any Contractor; (c) the licensing status of any Contractor; (d) the insurance coverage of any Contractor; (e) the honesty, integrity, reliability, or trustworthiness of any Contractor; (f) compliance with laws, regulations, codes, or permit requirements; (g) future performance; or (h) the successful completion of any project. Any "Homifi Approved," "Verified," "Recommended," "Screened," or similar designation merely indicates that the Contractor satisfied certain platform criteria established by Homifi at a particular point in time and does not constitute a warranty or guarantee of future conduct or performance. Homeowner acknowledges that the decision to hire any Contractor is made solely by the Homeowner and at the Homeowner's own risk. HOMIFI APPROVED CONTRACTOR DESIGNATION Homifi may, but is not obligated to, establish screening, verification, qualification, insurance, licensing, background check, customer review, performance, or other standards for participation in the Platform. A Contractor's satisfaction of such standards does not create any duty owed by Homifi to Homeowners, nor does it create any warranty, guarantee, or assumption of liability by Homifi. Homifi reserves the right to modify, suspend, revoke, or terminate any approval, verification, recommendation, badge, or designation at any time in its sole discretion. THIRD-PARTY BENEFICIARY STATUS To the extent any agreement exists between a Homeowner and a Contractor, including any project agreement, work order, estimate, proposal, change order, service agreement, construction agreement, repair agreement, maintenance agreement, or similar contract (collectively, the "Contractor Agreement"), the parties expressly acknowledge and agree that Homifi is an intended third-party beneficiary of all provisions that: (a) limit liability; (b) disclaim warranties; (c) allocate risk; (d) require insurance; (e) require indemnification; (f) require defense obligations; or (g) otherwise protect Homifi. Homifi shall have the independent right, but not the obligation, to enforce any such provision directly against either the Homeowner or Contractor as though Homifi were an original signatory to the Contractor Agreement. The rights granted under this Section are cumulative and shall not limit any other rights or remedies available to Homifi under law, equity, or contract.