These Homebinder Terms of Service (“Terms”) apply to all services and products that InspectionGo Inc. (“iGo,” “us,” or “we”) makes available to you under the Homebinder Program (the “Program”; services and products made available under the Program are referred to as “Services,” and include Third Party Services and iGo Services (both defined below)). These Terms are in addition to any other terms and conditions that may apply (for example, the terms and conditions governing your use of www.homebinder.com, one of our websites).

Please read these terms carefully. THIS IS A BINDING AGREEMENT BETWEEN US AND YOU. IF YOU DO NOT AGREE TO THESE TERMS, iGO WILL NOT PROVIDE SERVICES TO YOU AND YOU ARE NOT AUTHORIZED TO PARTICIPATE IN THE PROGRAM OR RECEIVE OR USE ANY SERVICES. WE ASSUME YOUR USE OF ANY SERVICES OR PARTICIPATION IN THE PROGRAM IS YOUR CONSENT TO THESE TERMS. “You,” “your,” and “Client” refers to the individual or entity for whom Services are requested or provided. You represent to us that you have the legal capacity and authority to agree to these Terms and, if you are agreeing to these Terms on behalf of any company, entity, client, or other party, you are authorized to do so on such company’s, entity’s, client’s, or party’s behalf.

THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE, WHICH AFFECTS HOW DISPUTES ARE RESOLVED.

3. Description of Program and Services. iGo operates the Program to facilitate scheduling and provision of: (i) certain home inspections and other related inspection services (“Inspection Services”) by home inspection companies and home inspectors (“Inspectors,” and each an “Inspector”); and (ii) other services (“Other Services”; together with Inspection Services, “Third-Party Services”) provided by other service providers (“Other Service Providers”; each a “Service Provider,” and together with Inspectors, “Service Providers,” and individually a “Service Provider”). “iGo Services” consist of Services and/or Products that iGo provides and makes available to you to streamline and enhance the value of Third-Party Services through iGo’s various platforms (presently including its call and email centers and Third-Party Services ordering platform) and other services that iGo may make available through the Program.

4. Services Requests. If you agree to these Terms, you otherwise qualify to participate in the Program, and we agree to make Services available to you, we will permit you to participate in the Program. Under the Program, you may submit to us requests for Third-Party Services through channels and systems we designate and in the manner we specify in these terms or otherwise, providing all information we require (each a “Request”). We have no obligation to accept, process, or schedule any Request. If we accept a Request, we will attempt to schedule a Service Provider to fulfill your Request.
   Your Request may include criteria for the Service Provider we choose to fulfill your Request (“Service Provider Criteria”) and criteria for the specific Third-Party Services requested in your Request (“Services Criteria”; together with Service Provider Criteria, “Criteria”). If we are not willing or able to schedule any Request or portion of a Request based on your Criteria, we will not accept the Request and/or we may advise you of the specific Criteria that prevents us from scheduling the Request. We may provide a process for amending Criteria or we may request that you resubmit your Request with acceptable Criteria. If you do not provide any Criteria to us, we will assume no Criteria applies and will schedule Third-Party Services for the Request as we determine in our discretion.
   When we schedule a Request, we will send a confirmation to the email address you provide confirming that your Request has been scheduled (“Confirmation”). If you do not receive a Confirmation, you should contact us promptly to ensure the Request has been scheduled. When you receive a Confirmation, you must review the Confirmation and ensure all information in the Confirmation is correct, including the date, time, and address of the scheduled inspection, and any Criteria for the inspection. You must also review all terms and conditions that apply to the Program and the particular Third-Party Services scheduled, including these Terms. Sometimes we may need to cancel or modify a Request after Confirmation (for example, we may change the Service Provider scheduled to perform some or all Third-Party Services or we may change the date or time that Third-Party Services are provided). We will attempt to notify you of any cancelation or modification through by email, telephone, or another method.
   You must ensure that you have timely provided appropriate permissions and information necessary for the Service Provider to access all real property necessary to provide the Third-Party Services in each Request. By submitting a Request, you represent and warrant that you have obtained all necessary permissions and permits for Service Providers to provide the Third-Party Services requested. If a Service Provider is not able to provide any Third-Party Services when scheduled because the Service Provider does not have appropriate permissions or information necessary to access the subject property or is otherwise unable to access the property or inhibited from providing the Third-Party Services, you will be responsible for paying a cancellation fee of $150 in addition to any resulting costs incurred, and you must submit a new Request or request that we reschedule the existing Request. We will charge a cancellation fee of $150 for any Third-Party Services canceled less than 24 hours prior to the time for which they are scheduled. We reserve the right to recharge a rescheduling fee.

5. Service Provider Responsibilities Reports. The Service Provider scheduled to perform Third-Party Services to fulfill your Request will be responsible for performing the Third-Party Services consistent with your Request and in accordance with applicable laws and standards of practice in the State where the Third-Party Services are performed. While we attempt to identify and schedule Service Providers who meet your Criteria, we make no guarantee or warranty about either.
   For Inspection Services, the Inspector who performs the inspection(s) in your Request will submit an inspection report (“Report”) to us. We will make the Report available to you within a reasonable time following completion of the inspection and submission of the Report to us by the Inspector. We may provide information from the Report, synthesis of information contained in the Report, and supplemental information in various forms and formats (“Report Enhancements”) on our platform or web application, or by email or other means that we specify.
   All information relating to Services provided to you under the Program, including without limitation all rates, fees, costs, quotes, and invoices we provide (“Confidential Pricing”), Requests, Reports, Report Enhancements, and all content of each of them (including, for example, all pricing, addresses, photographs, videos, measurements, observations, notes, descriptions, party and representative information, reports, listings, and memoranda), and any other information we receive from Service Providers as a result of or related to any Request or provision of any Services under the Program (“Program Information”) are the exclusive property of iGo. You agree to keep all Program Information that we provide to you confidential. We grant to you a limited, non-exclusive license (which you may not transfer, assign, or sublicense) to access and use the Reports and Report Enhancements that we provide to you for a Request that you submitted and for which you have paid in full for you to use for your own internal purposes. You may not sell, license, share, or disclose any Program Information with anyone, except that you may disclose only specific information necessary to facilitate the real property transaction for which the Request was made, and such disclosure must be limited to parties needing such information to facilitate the transaction.

6. Payment. We will charge you for all Third-Party Services and other Services provided to you according to the pricing we provide to you (“Fees”). You agree that all Confidential Pricing and information relating thereto is confidential, you will not share it in any manner with anyone else, and you will use it only for purposes of making Requests. If we provide expected pricing, all pricing is subject to change prior to our acceptance of a Request. You may be responsible for additional Fees incurred during the provision of your Services and you agree to pay these Fees. For example, you may incur additional fees for inspection add-on’s or additional mileage fees or surcharges based on the location of Services. You agree to pay all Fees and all taxes associated with Fees and Services provided hereunder upon receipt of an invoice from us. We may require you to prepay for any Services or we may place a preauthorization hold on our credit or debit card for all expected Fees at the time you submit a Request or we accept a Request. We may cancel or withhold provision of Services at any time that you have not timely paid Fees. Unpaid fees are subject to interest at the higher of 1.5% per month or the maximum amount permitted by law.

1. iGo Does Not Provide Third-Party Services and Service Providers Are Independent Contractors. iGo is not a home inspector or licensed contractor and does not perform Inspection Services or Other Services. iGo does not prepare any Report or provide, validate, or otherwise endorse any data underlying Report Enhancements, nor does iGo provide any professional or licensed services. iGo arranges for Service Providers to perform Third-Party Services consistent with Requests that such Service Providers agree to fulfill.
   Inspectors are independent third-party home inspection companies and home inspectors operating their own businesses. Other Service Providers are similarly independent third-party providers operating their own businesses. Other than communicating your Criteria to Service Providers and requiring that Service Providers maintain certain standards aimed to protect our brand and reputation and to streamline Services provided, we do not direct or control the operation of Service Providers’ businesses. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT INSPECTORS AND OTHER SERVICE PROVIDERS ARE NOT AGENTS (ACTUAL OR APPARENT), EMPLOYEES, JOINT EMPLOYERS, PARTNERS, OR JOINT VENTURERS OF iGO, AND iGO IS NOT RESPONSIBLE FOR PROVISION OF ANY THIRD-PARTY SERVICES OR ANY OTHER ACTIONS OR OMISSIONS OF ANY SERVICE PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT NO SERVICES PROVIDED BY iGO WILL BE DEEMED TO CREATE OR CONTRIBUTE TO CREATION OF AN EMPLOYMENT RELATIONSHIP, AGENCY RELATIONSHIP, OR ANY OTHER RELATIONSHIP BETWEEN iGO and ANY SERVICE PROVIDER OTHER THAN THAT OF INDEPENDENT THIRD PARTIES. YOU AGREE THAT YOU WILL NOT ASSERT OTHERWISE IN ANY ACTION, PROCEEDING, OR INVESTIGATION.

2. Client Interactions. You agree that you and your personnel will conduct yourselves in a civil and respectful manner in all interactions with iGo and its personnel, and Service Providers and their personnel, and will refrain from threats, disruptive behavior, abusive and/or offensive language or communications, harassment, and other offensive activity.

3. Non-Disparagement. You agree that you and all of your employees, agents, owners, and immediate family members will refrain from making any statement or comment, verbal, written, or otherwise, in any manner whatsoever, that disparages, criticizes, or otherwise casts a negative light on iGo, any of its products or services, or any of its affiliates, owners, directors, officers, managers, employees, agents, or contractors.

4. Termination. We may terminate these Terms and cease providing Services to you at any time. We have no obligation to accept any Request and we may cancel or modify any scheduled Services in our discretion.

5. Miscellaneous

   1. Reasonableness. You acknowledge and agree that you have weighed all the facts, conditions, and circumstances pertaining to these Terms and acknowledge that all of their provisions are reasonable. You agree that you will not contest the validity of any provision of these Terms and you waive all rights that you may have to bring any claim, action, suit, or defense regarding the validity and reasonableness of the Terms or any of their provisions.

   2.  Indemnification. You agree to indemnify, defend, and hold iGo, its affiliates, and their respective officers, directors, shareholders, members, employees, agents, and other representatives harmless from and against all claims, losses, expenses, liabilities, demands, obligations, or damages of every kind and nature (including, without limitation, reasonable attorney fees and expenses) (“Losses”) arising out of or related to (i) any act or omission of Client or (ii) any breach of these Terms (including any covenant or representation contained in the Terms) by Client.

   3. DISCLAIMER. AND NO WARRANTY. ALL PRODUCTS AND SERVICES PROVIDED TO YOU ARE PROVIDED “AS-IS”. WE DO NOT VERIFY, VALIDATE, OR OTHERWISE ENDORSE THE CONTENTS OR SUBSTANCE OF ANY REPORT OR REPORT ENHANCEMENTS PROVIDED TO YOU. WE DO NOT IN ANY WAY MAKE ANY REPRESENTATION, GUARANTEE, OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY THIRD-PARTY SERVICES, REPORTS, REPORT ENHANCEMENTS, OR ANY OF THEIR CONTENT, INSPECTIONS, OR PROPERTY INSPECTED OR REPAIRED, OR ANY PROPERTY CONDITION, OR OF FUTURE USE, OPERABILITY, HABITABILITY, OR SUITABILITY OF ANY REAL PROPERTY OR COMPONENTS INSPECTED. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY LAW. YOU WAIVE ALL CLAIMS AGAINST US, OUR AFFILIATES, AND SERVICE PROVIDERS REGARDING THE CONDITION OF ANY REAL PROPERTY, THIRD-PARTY SERVICES, THE RESULTS OF ANY INSPECTION OR PROVISION OF THIRD-PARTY SERVICES, AND THE CONTENTS OF ANY REPORT OR REPORT ENHANCEMENTS.
      IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

   4. LIMITATION OF LIABILITY. We also do not assume any liability related in any way to THIRD-PARTY SERVICES, Reports, or Report Enhancements, OR ANY OF THEIR CONTENTS OR INFORMATION ON WHICH THEY ARE BASED. IN NO EVENT SHALL IGO BE LIABLE TO YOU UNDER THESE TERMS, THE PROGRAM, ANY REQUEST, ANY OTHER AGREEMENT, OR OTHERWISE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IGO’S AGGREGATE LIABILITY TO YOU OR ANYONE CLAIMING THROUGH YOU OR THROUGH ANY AGREEMENT WITH US FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNT ACTUALLY RECEIVED BY IGO FOR PRODUCTS OR SERVICES IN THE REQUEST FROM WHICH SUCH CLAIM AROSE OR RELATES TO, OR IF NOT ARISING FROM OR RELATING TO A REQUEST, THEN FROM THE LAST REQUEST UNDER WHICH IGO PROVIDED SERVICES TO YOU. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS OR OUR RELATIONSHIP WITH YOU MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

   5. Force Majeure. Neither you nor iGo shall be liable for any failure or delay in the performance of its obligations under any Request, except for the payment of money, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, pandemic, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. You and we shall use reasonable efforts to notify the other party of the occurrence of such an event within three (3) business days of its occurrence.

   6. Notices. Any notice required or permitted to be given under these Terms must be in writing and may be delivered in person, by email, certified or registered mail, or overnight courier addressed to the respective party at the address and/or email address set forth in a Request or Confirmation, or to such changed address or email address as provided by such parties consistent with this Section. Any notice will be considered to have been given when personally delivered, one day after such message is received via email, five business days after the date of mailing, or one business day after the date of sending by overnight courier.

   7. Binding Agreement; Successors; Assignment; Subcontractors. These Terms will be binding on, inure to the benefit of, and be enforceable your and our successors and assigns.

   8. Governing Law and Jurisdiction. These Terms are contracts made under, and shall be governed by and construed in accordance with, the laws of the Commonwealth of Pennsylvania without giving effect to its choice-of-law principles. Any controversy, dispute, or claim arising out of the interpretation, performance, or breach of the Terms, or arising out of or relating in any way to the Program, the Services, or our relationship with you, must be resolved in the Court of Common Pleas of Blair County, Pennsylvania, or the United States District Court for the Western District of Pennsylvania, and Client and iGo consent to the jurisdiction of these courts.

   9. Severability. If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision is invalid and unenforceable as written, that provision will be deemed modified in a manner consistent with the intent of the original provision, so as to make it valid and enforceable. The Terms, and the application of the provision to persons or circumstances other than those with respect to which it would be invalid or unenforceable, shall not be affected.

   10. Confidential Terms. You agree to keep these Terms and all Confidential Pricing confidential.

   11. Terms of Use. You accept and agree to abide by the Terms of Use of homebinder.com, available at www.homebinder.com/terms-of-use, which we may update at any time without notice (“TOU”). In the event of any conflict between the TOU and these Terms, these Terms will control.