Last modified: 01/04/24

1. Acceptance of the Terms of Use

These terms of use are entered into by and between you and Avid Ratings Canada, Ltd. (“Avid Ratings”, “we”, “our”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of www.homekeep.com, any subdomain of such website, and the HomeKeep mobile application (collectively, “Platform”), including any content, functionality, products, and services offered on or through the Platform, whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Platform. BY USING THE PLATFORM OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND AVID RATINGS’S PRIVACY POLICY, FOUND AT homekeep.com/privacy-policy-us (“Privacy Policy”), INCORPORATED HEREIN BY REFERENCE. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

In order to access the Platform and the services, you represent and warrant that you are older than 18 years old. If you are under 18 years old, then you may not make a purchase on our Platform. If you are under the age of 18, please do not attempt to register with us at this Platform or provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 18, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 18, please contact us at support@homekeep.com.

Binding Arbitration. These Terms of Use provide that all disputes between you and Avid Ratings that in any way relate to these Terms of Use or your use of the Platform will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Arbitration for the details regarding your agreement to arbitrate any disputes with Avid Ratings.

2. Availability of Services

ACCESS TO AND USE OF THE PLATFORM FOR OFFERING OR PROCURING SERVICES IS LIMITED EXCLUSIVELY TO USERS LOCATED IN THE STATE OF WISCONSIN OR SUCH OTHER STATES AND CANADIAN PROVINCES WHERE SERVICES ARE AVAILABLE. Access to the Platform may not be legal by certain persons or in certain countries. Accessing the Platform or the services from jurisdictions where content is illegal, is prohibited.

3. Offering and Procuring Services through the Platform 

The Platform provides an online marketplace to allow property owners and property managers who use the Platform (each, a “Member”) to obtain services for the property from service providers other than Avid Ratings (each, a “Service Provider” and, collectively with Members, the “Users”) or from Avid Ratings. We also may offer other tools or services to allow Users to communicate with and transmit information to each other.

We urge all Users to be responsible about their use of this Platform and any transaction entered into as a result of providing or obtaining services for a property.

We do not own or manage, nor can we contract for, any services listed by Service Providers on the Platform, or any services performed by such Service Providers, and hereby disclaim any liability arising in connection therewith.

We are not a party to any service agreement or other agreement between Users. As a result, any part of an actual or potential transaction between a Service Provider and a Member, including the quality, condition, safety, or legality of the services advertised or performed, the truth or accuracy of the property registrations or property listings, including the content thereof or any review relating to any Service Provider, the ability of Members to obtain services or the ability of Service Providers to contract with Members and collect payment for services performed, are solely the responsibility of each User. You acknowledge and agree that you may be required to enter into one or more separate agreements (i.e., service agreements, home warranty agreements, etc.), waivers or terms and conditions before purchasing a product or service from a Service Provider, and the Service Provider or any of its affiliates may place additional restrictions on such product or service.

Users agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to their use of the Platform and provision and receipt of products and services. Users further agree that they are responsible for their use of any tool, service or product offered on or through the Platform and any transaction they enter into on the Platform or in connection with their use of the Platform.

Service Providers who obtain personal information from Members agree to properly handle and safeguard all such information in accordance with applicable legal and regulatory requirements and best practices.

While we do take certain measures with a goal to assist Users to avoid potentially fraudulent or other illegal activity on the Platform of which we become aware, we assume no liability or obligation to take any such measures or actions. When we provide warnings or messages to Users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all Users they should have reached in a timely manner or at all, or that such messages or measures will prevent any harm or otherwise have any impact.

5. Ordering and Purchasing Services from Avid Ratings

The provisions of this Section 4 apply only to services offered and performed by Avid Ratings.

Order Acceptance

Your placement of an order with us does not necessarily ensure that we will accept your order. We may require additional information regarding your order if you have not provided all the information required by us. Once a properly completed order and authorization of your form of payment is received, we will process your order and schedule your services. If, for some reason, we determine that we cannot schedule your services within thirty (30) days following our receipt of a properly completed order, we may elect to cancel your order and advise you of such action, in which case we will refund you any payments made prior to such cancellation. We do not accept orders from dealers, wholesalers, or other customers who intend to resell products or services offered by us on our Platform.  

Online Payments

We accept credit and debit cards issued by U.S. and Canadian banks (each, a “payment method”). You and Avid Ratings agree that the payment method you submit may be used automatically by Avid Ratings or its payment processors for any of your responsibilities for payment. If a credit card account is being used for a transaction, Avid Ratings may obtain preapproval for an amount up to the amount of the payment. You agree to allow Avid Ratings to securely store your payment method. If you enroll to make recurring payments automatically, all charges and fees will be billed to the payment method you designate during the setup process. You have the right to revoke this authorization by contacting Avid Ratings at support@homekeep.com or calling us at (608) 824-2500 at least fifteen (15) days prior to the scheduled payment date. You understand and acknowledge that services may be cancelled or withheld if you revoke this authorization, and that you are still responsible for all charges incurred by you or otherwise owed to Avid Ratings. This authorization will remain in full force and effect until revoked by you or Avid Ratings. If you want to designate a different payment method or if there is a change in your payment method, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.

If you are making online payments, you represent and warrant that (a) any credit card, debit card and bank account information you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit/debit card issuer, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant card and card information. If Avid Ratings is unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, Avid Ratings may undertake further collection action, including application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from Avid Ratings with the payment method issuer, provided the transactions correspond to the terms indicated in these Terms of Use.

Subscription Terms

If you purchase a subscription to our services, your subscription is continuous and will be automatically renewed at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period by contacting us at (608) 824-2500. If you cancel your subscription, your account will automatically close at the end of your current billing period. Avid Ratings may change the price for your Platform subscription from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Platform after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing prior to the price change going into effect.

Returns

All sales are final. Avid Ratings does not offer refunds on services purchased.

5. Changes

Avid Ratings may revise and update these Terms of Use, the Platform, and any Content, service or product provided by Avid Ratings from time to time in its sole discretion. We will promptly make any changes available at www.homekeep.com/terms-of-use-us. All changes are effective immediately when Avid Ratings posts them and apply to all access to and use of the Platform thereafter, unless otherwise stated. If we make material changes, we will notify you by email to the email address specified in your Account and/or through a notice on the Platform’s home page. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. The date these Terms of Use were last revised is identified at the top of the page. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. IF YOU ARE DISSATISFIED WITH THESE TERMS OF USE OR THE PLATFORM, YOUR SOLE REMEDY IS TO CEASE USING THE PLATFORM.

6. Eligibility; Platform Access, Security and Restrictions; Passwords

You agree to fully, accurately, and truthfully create your HomeKeep account (“Account”), including but not limited to your name, phone number, email address, and password, which become your Avid Ratings ID and credentials. You agree that all information you provide through the Account is governed by the Privacy Policy, and you consent to all actions Avid Ratings takes with respect to your information consistent with the Privacy Policy. The Avid Ratings ID and credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your Avid Ratings ID and credentials, and for all activities that occur under such Avid Ratings ID and credentials. You agree to prohibit anyone else from using your Avid Ratings ID or credentials and agree to immediately notify Avid Ratings of any actual or suspected unauthorized use of your Avid Ratings ID or credentials or other security concerns of which you become aware. You also agree to ensure that you exit from your Account at the end of each session.

You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation: (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.

You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.

YOU ACKNOWLEDGE AND AGREE THAT: (1) NEITHER AVID RATINGS NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY TO YOU FOR ANY UNAUTHORIZED TRANSACTION MADE USING ANY USER’S ID OR PASSWORD; AND (2) THE UNAUTHORIZED USE OF YOUR ONLINE ID AND PASSWORD FOR YOUR ACCOUNT OR YOUR EMAIL ACCOUNT COULD CAUSE YOU TO INCUR LIABILITY TO BOTH AVID RATINGS AND OTHERS.

Avid Ratings has the right to disable your Account and to revoke, restrict or limit your access to the Platform at any time in its sole discretion for any or no reason, including if, in its opinion, you have violated any provision of these Terms of Use.

7. Electronic Communications 

When you use the Platform or our services, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Avid Ratings may contact you by telephone, mail, or email to verify your Account information. Avid Ratings may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Platform and our services until you provide the information to us as requested.

8. Consent to Receive Calls and Text Messages

By providing your mobile number, you are agreeing to be contacted by or on behalf of Avid Ratings at the mobile number you have provided, including calls and text messages, to receive informational, product or service related (e.g., progress tracking, reminders, etc.) messages and communications relating to the Platform and our services. Message and data rates may apply. For help, reply to our text with the word HELP. To stop receiving text messages, reply to our text with the word STOP. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some Platform features and certain services may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about our services.

9. Trademarks

The Avid Ratings name, the term “HOMEKEEP”, and all related names, logos, product and service names, designs and slogans are trademarks of Avid Ratings or its affiliates or licensors. You must not use such marks without the prior written permission of Avid Ratings. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners.

10. Ownership of Platform and Related Materials; Restrictions

The Platform contains confidential and proprietary information, materials, data, databases, contents, processes, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, features and functionality, and the design, selection and arrangement thereof, are owned by Avid Ratings, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Content”).

These Terms of Use permit you to use the Platform as described herein only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, including but not limited to Content, except: (a) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (b) you may store files that are automatically cached by your Web browser for display enhancement purposes; and (c) you may print or download one copy of a reasonable number of pages of the Platform for your own use in accordance with these Terms or Use, and not for further reproduction, publication or distribution. You must not: (i) modify copies of any materials from the Platform or received through our services; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (iii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform.

You may not frame or utilize framing techniques to enclose, or deep-link to, any name, trademarks, service marks, logos, content, or other proprietary information (including, without limitation, images, text, page layout, or form) of Avid Ratings without our express written consent.

You must not access or use any part of the Platform or any of our services or materials available through the Platform for outsourcing for others or as part of a service bureau business or otherwise for the benefit of unaffiliated third parties who pay directly for its benefit or for other similar commercial purposes, or otherwise for any commercial purpose not authorized herein, without express written consent of Avid Ratings.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of these Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Avid Ratings. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

11. Reliance on Information Posted

We try to be as accurate as possible when describing our products and services on the Platform; however, we do not warrant that our service or product descriptions, information or other content available on the Platform are accurate, complete, reliable, current, or error-free. The information presented on or through the Platform is made available solely for general information purposes. Any reliance you place on such information is strictly at your own risk. Avid Ratings disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other User or visitor of the Platform, or by anyone who may be informed of any of its contents.

The Platform may contain typographical errors or inaccuracies and may not be complete or current. Avid Ratings reserves the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information. The Platform may not always be continuous or undisrupted and we do not guarantee that it will always be available, work, or be accessible at any particular time. We apologize for any inconvenience.

The Platform may include content provided by third parties, including materials provided by other Users and third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Avid Ratings, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Avid Ratings. Avid Ratings and its affiliates are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Without limiting the generality of the foregoing, we are not responsible for any information made available by Users on the Platform, including product and service descriptions issued by Service Providers, and hereby disclaim any liability arising in connection therewith.

12. Third Party Links

Links to third party websites may appear on the Platform. Links to third party websites are provided for your convenience only. Avid Ratings has no control over the contents of those sites or resources and does not review, approve, monitor, endorse, warrant, or make any representations with respect to the third party websites. Avid Ratings does not accept any responsibility for the third party websites or for any loss or damage that may arise from your use thereof. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies applicable to the third party websites, and not by these Terms of Use or our Privacy Policy. Third party websites may include websites of Service Providers.

13. Prohibited Uses

You may use the Platform only in accordance with these Terms of Use, unless other purposes are authorized or approved in writing by Avid Ratings. Except as expressly permitted in accordance with these Terms of Use, you must not reproduce, repurpose, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, use, sell, re-sell, access, or transmit any portion of the Platform or Content.

You must not use the Platform to harm others or the Platform itself. You agree not to: (a) use the Platform in any way that violates any applicable federal, state, provincial, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US, Canada or other countries); (b) access or use the Platform to build a similar or competing service, website, or application; (c) reverse engineer any portion of the Platform; (d) use the Platform for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personal information or otherwise; (e) collect or store personal data about other Users or attempt to gain access to other User Accounts or otherwise mine information about the Platform or the Users; (f) use any robot, spider, or other automatic device, process or means, to access the Platform for any purpose, including monitoring or copying any of the Content on the Platform; (g) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (h) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform; or (i) use any device, software, or technology to attack the Platform or otherwise attempt to interfere with the proper working of the Platform.

IMPROPER USE OF THE PLATFORM, CONTENT, OR OUR SERVICES WILL RESULT IN LOSS OF YOUR ACCOUNT ACCESS AND MAY RESULT IN CIVIL AND CRIMINAL LIABILITIES AND ENFORCEMENT FOR DAMAGES TO THE FULLEST EXTENT OF APPLICABLE LAW. Further, improper use of the Platform or any Content automatically terminates any rights set forth in this Section 13 without prejudice to any other remedy provided by applicable law or these Terms of Use.

14. Intellectual Property

Avid Ratings retains all right, title, and interest in and to the Platform, the Content, our services and any information, products, documentation, software, or other materials on the Platform, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing, except for information on the Platform licensed by Avid Ratings. You agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell, publish, broadcast, display, or circulate such information to anyone. Use, reproduction, copying, or redistribution of Avid Ratings trademarks, service marks, and logos are strictly prohibited without the prior written permission of Avid Ratings. Any use of our intellectual property contrary to these Terms of Use may subject you to monetary damages and other civil and criminal penalties, including, without limitation, for infringement. The two immediately foregoing sentences also apply to any third party trademarks, service marks, and logos posted on the Platform. Nothing contained on the Platform should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Platform without the written grant thereof by Avid Ratings or the third party owner of such trademarks, service marks, or logos. The Platform may contain other proprietary notices and copyright information, the terms of which you agree to follow.

15. Feedback

You may provide comments, suggestions, enhancements or recommendations in respect of the Platform, and our products and services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to our products and services) (collectively, “Feedback“). We always appreciate your Feedback and other suggestions about our products and services; however, you should know that we may use them without any restriction or obligation to compensate you, and we are under no obligation to keep them confidential. In accordance with this, you hereby grant to Avid Ratings a world-wide, royalty free, irrevocable, perpetual, fully assignable license to use Feedback for any purpose whatsoever.

16. CAN-SPAM Act, Telephone Consumer Protection Act and CASL Compliance

Avid Ratings is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”), the Telephone Consumer Protection Act (“TCPA”) and Canada’s Anti-Spam Law (“CASL”). You consent to receive text messages from us as set forth in Section 8, above (Consent to Receive Calls and Text Messages). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT, the TCPA and CASL. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT, the TCPA or CASL, please contact us immediately at the address listed below under Contact Us.

You shall not (and shall not permit any of your employees, agents, or affiliates to): (a) market, promote, or solicit Avid Ratings products or services in ways that would violate the CAN-SPAM ACT, the TCPA, CASL or any other laws; (b) infringe on the rights of others; (c) distribute chain letters or unsolicited bulk electronic mail (“spamming”); (d) propagate computer worms or viruses; (e) use a false identity; (f) attempt to gain unauthorized entry to any site or network; or (g) infringe copyrights, trademarks, or other intellectual property rights.

You further agree to comply with U.S. export laws concerning the transmission of technical data and regulated materials via the Internet. You agree to indemnify and hold Avid Ratings and its affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold Avid Ratings and its affiliates harmless against and from losses, damages, costs, and reasonable attorney fees incurred in defending or resolving any claims or suits brought against Avid Ratings or any of its affiliates by anyone arising out of any alleged violation of any anti-spamming rules, regulations, laws, or statutes. Your Account will be terminated for any of the above infractions.

17. Linking to the Platform and Social Media Features

You may link to the Platform, provided you do so in a way that is fair and legal and does not damage Avid Ratings’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on the part of Avid Ratings without our prior express written consent. The website from which you are linking, or on which you make certain content accessible, must comply in all respects with Content standards set out in these Terms of Use or otherwise communicated to you by Avid Ratings.

18. Monitoring and Enforcement; Termination

Avid Ratings has the right to: (a) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform, and (b) terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use. Without limiting the foregoing, Avid Ratings has the right to fully cooperate with any law enforcement authorities or court order requesting or directing Avid Ratings to disclose the identity or other information of anyone posting or making available any materials on or through the Platform.

Avid Ratings does not undertake to review the material of Users or third parties before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Avid Ratings assumes no liability for any action or inaction regarding transmissions, communications or other material provided by any User or third party. Avid Ratings has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

19. Disclaimer of Warranties

AVID RATINGS DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. THE PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. AVID RATINGS DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE PLATFORM.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS PLATFORM AND LINKED WEBSITES. AVID RATINGS DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.

YOU ACKNOWLEDGE THAT THE PRODUCTS AND SERVICES YOU OBTAIN FROM US THROUGH THE PLATFORM MAY RELY ON THIRD PARTY PRODUCTS, PARTS, AND SERVICES, AND THAT AVID RATINGS DOES NOT AND CANNOT GUARANTEE THAT RECEIPT OF SUCH PRODUCTS AND SERVICES THROUGH THE PLATFORM WILL CORRECT, REPAIR, OR PREVENT MALFUNCTION OF ANY PRODUCTS.

CERTAIN PRODUCTS OR SERVICES OFFERED, SOLD, SERVICED, MAINTAINED, OR REPAIRED THROUGH THE PLATFORM MAY BE SUBJECT TO SEPARATE WARRANTIES AND TERMS AND CONDITIONS, IF ANY, PROVIDED BY THE MANUFACTURER, SUPPLIER, OR OTHER THIRD PARTIES DEALING IN THE APPLICABLE PRODUCTS OR SERVICES. AVID RATINGS IS NOT RESPONSIBLE FOR ANY THIRD PARTY PRODUCTS OR SERVICES OR ANY THIRD PARTY OR MANUFACTURER OR SUPPLIER WARRANTIES OR WARRANTY OR REPAIR PROGRAMS. AVID RATINGS DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY THIRD PARTY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE. THE SERVICING, MAINTENANCE, REPAIR, OR SALE OF THIRD PARTY PRODUCTS AND SERVICES THROUGH THE PLATFORM DOES NOT CONSTITUTE ANY ENDORSEMENT OF SUCH THIRD PARTY PRODUCTS OR SERVICES BY AVID RATINGS.

20. Limitation on Liability

IN NO EVENT WILL AVID RATINGS, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT ANY ASPECT OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF AVID RATINGS AND ITS AFFILIATES TO YOU WITH RESPECT TO THE PLATFORM, OUR PRODUCTS AND SERVICES AND YOUR USE THEREOF, IS $5.00 (FIVE DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH LIMITATIONS AND RELEASES.

21. Assignment

You may not assign, transfer, or delegate these Terms of Use or any part hereof without Avid Ratings’s prior written consent. Avid Ratings may freely transfer, assign, or delegate all or any part of these Terms of Use, and any rights or duties hereunder. These Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.

22. Force Majeure

We will not be deemed to be in breach of these Terms of Use or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.

23. Indemnification

You agree to defend, indemnify and hold harmless Avid Ratings, its affiliates, business partners, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable attorneys’ fees) arising out of or relating to (i) your use or misuse of the Platform, or any products, services or information posted, made available or accessed on the Platform; (ii) your breach of these Terms of Use or the Privacy Policy; (iii) the content or subject matter of any information you provide to Avid Ratings, its affiliates, business partners, licensors and service providers; or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Platform, or any products, services or information posted, made available or accessed on the Platform, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

24. Governing Law

All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule, unless the applicable laws of your jurisdiction require that the laws of your jurisdiction apply.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Wisconsin, unless the applicable laws of your jurisdiction require that its courts have jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You acknowledge that Avid Ratings has the right under these Terms of Use to seek an injunction, if necessary, to stop or prevent a breach of your obligations under these Terms of Use.

25. Arbitration

YOU AND AVID RATINGS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF THE PLATFORM, AND ANY ORDER FOR OR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE PLATFORM, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 25. (The AAA Rules are available at www.adr.org/arb_med, by calling the AAA at 1-800-778-7879, or by contacting us at our Notice address listed below.) You agree that, by agreeing to these Terms of Use, the Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

If you seek arbitration or elect to file a small claim court action, you must first send Avid Ratings, by certified mail, a written notice of your claim (a “Notice”) to PO Box 5527, Madison, WI 53705. If Avid Ratings initiates the arbitration, it will send such Notice to you in accordance with this section. A Notice, whether sent by you or Avid Ratings, must: (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought (the “Demand”). If you and Avid Ratings do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Avid Ratings may commence an arbitration proceeding or file a claim in small claims court. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

You may download or copy a form of Notice and a form to initiate arbitration at https://www.adr.org. If you are required to pay a filing fee, after Avid Ratings receives the Notice at the address listed above that you have commenced arbitration, Avid Ratings will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US $10,000, in which event you will be responsible for the filing fees.

If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If you claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Avid Ratings last written settlement offer made before an arbitrator was selected (or if Avid Ratings did not make a settlement offer before an arbitrator was selected), then Avid Ratings will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.

You agree to an arbitration on an individual basis. IN ANY DISPUTE, NEITHER YOU NOR AVID RATINGS WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS OR USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

This arbitration clause shall survive the termination of these Terms of Use. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be as set forth above.

26. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE PLATFORM OR ANY OF OUR PRODUCTS OR SERVICES MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

27. Waiver and Severability

No waiver by Avid Ratings of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any delay or failure on the part of Avid Ratings to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

28. Entire Agreement

The Terms of Use and Privacy Policy constitute the sole and entire agreement between you and Avid Ratings with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

29. Contact Us

All feedback, comments, requests for technical support and other communications relating to the Platform should be sent to support@homekeep.com.

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