These Terms of Service (the “Terms”) are entered into between you (“you,” or “User”) and Glasshouse, Inc. (“Company,” “we,” “us,” and “our”).  These Terms govern your access to and use of Company services offered on our APIs or the website(s) located at https://www.app.glasshouse.biz/ and https://www.glasshouse.biz and https://www.ratemybiz.biz (the “Website”), including any content or functionality offered on or through the Website, and our mobile applications, including the Android and IOS GlassHouse aps (the “Application”), and any other website or mobile applications directly owned by, or operated by or on behalf of, the Company and where these Terms are linked (collectively, with the Website and Application, the “Platform”). The Platform is published, owned, and operated by the Company. 

By accessing, browsing, submitting information to and/or using the Platform, or by checking the checkbox or selecting ACCEPT when completing an Order or Subscription purchase, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives.  If you do not agree to these Terms, please do not use the Platform.

These Terms are incorporated by reference and should be read in conjunction with the Company’s (1) Privacy Policy; (2) Content Policy; and (3) Reviews Policy.

1. PURPOSE OF THE PLATFORM.  

The Platform is provided for informational purposes, enabling communication between you and the Company, and to provide our services to you. The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our products and services. 

We do not warrant the accuracy, completeness, or usefulness of this information at any particular time.  Any reliance you place on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by the Company through the Platform shall be handled in accordance with the Platform’s Privacy Policy, which is hereby incorporated by reference.

2. USE OF THE PLATFORM.  

To access or use the Platform, you must be at least 18 years of age or the age of majority in your jurisdiction, if older, and not prohibited from doing so by applicable law. Provided that you pay all the required fees under these Terms and comply with all other terms of these Terms, Company hereby grants to you a limited, non-exclusive, terminable, non-transferable right to access and use the Platform pursuant to these Terms, solely for the duration of the applicable Order or Subscription, and subject to Company’s intellectual property rights in the Platform. You shall not use or otherwise access the Platform in a manner that exceeds your authorized use as set forth in these Terms and the applicable Order. You may not use the services if we’ve terminated your account(s) or banned you.  You agree to use the Platform only for lawful purposes, comply with all rules governing any transactions on and through the Platform and comply with applicable laws.

Our Platform is built to provide you access to reviews from other trades service providers. While we work to ensure that this system is providing accurate and timely data, we are not liable for any issues that may arise from your use of this data. Nor are we responsible for any interactions or business decisions that may occur after your review of our provided data. The business decisions you make regarding your client engagements are your own and not the responsibility of the Company. 

You may not offer incentives in exchange for content related to any user or reviewed party on the Platform. Content is aggregated across the system to create enriched content using multiple user reviews attached to a single client profile, the client profile being represented by a home address, phone number, first name and last name.  

3. USER ACCOUNT RESPONSIBILITY.  

You must create an account and provide certain personal data to access most of our services. 

• You agree that the information you provide to us via your account(s) is accurate and that you will keep it accurate and up-to-date at all times. 

• You’re responsible for safeguarding your account(s), and you accept responsibility for all activities that occur via your account(s). Company disclaims any liability for third-party actions made via your account(s). You agree to notify us immediately if you suspect any unauthorized use of your account(s) or access to your password(s). 

• In order to provide you with access to features across our Platform, we may create and link different services’ accounts for you.

When you set up an account to access the Platform, we create a profile for you that will include personal data you provide (a “Profile”). 

• We may update your Profile with information we obtain from third parties. You can read more about how we collect and process your data in our Privacy Policy.

4. AUTHORIZED USERS.

You are responsible for providing access to the Platform to any of your employees, consultants, contractors, and agents (i) who are authorized by you to access and use the Platform under the rights granted to you pursuant to these Terms and (ii) for whom access to the Platform has been purchased hereunder and as further provided in an applicable Order (“Authorized Users''). You will provide reasonable cooperation with the Company to enable the Company to provide the Platform to you. Company shall authorize access to your Authorized Users (“Customer Accounts”). YOU SHALL BE RESPONSIBLE FOR ANY ACTIVITY OCCURRING THROUGH THE CUSTOMER ACCOUNTS, INCLUDING UNAUTHORIZED ACTIVITY AND AUTHORIZED USERS’ USE AND PROCESSING OF ANY PERSONAL INFORMATION, AND YOU SHALL BE RESPONSIBLE FOR ANY BREACH OF THESE TERMS BY ANY AUTHORIZED USERS. You shall use reasonable efforts to prevent unauthorized access to or use of the Platform, including any personal information, and shall promptly notify Company in the event of any unauthorized access or use. You shall comply, and shall ensure that your Authorized Users comply, with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to your use of the Platform, including without limitation those related to data protection, electronic communications, and anti-spam legislation.

5. TERM.

These Terms shall continue for as long as any applicable Orders or Subscriptions are in effect (the “Term”), unless sooner terminated pursuant to these Terms. Unless otherwise stated in the Order, you shall pay for the Platform on a monthly basis and can terminate the Platform at any time, upon such termination of the Platform, your and your Authorized User’s access to the Platform will terminate. 

6. TERMINATION.

Either party may terminate these Terms, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) breaches these Terms, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which, if involuntary, is not dismissed or vacated within forty five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this Section, Company may terminate these Terms before the expiration date of the Term on written notice if you fail to pay any amount when due hereunder and such failure continues for ten (10) calendar days after Company’s notice to you of nonpayment. The parties acknowledge that in the event of a termination for any reason, except for confidentiality obligations provided herein: the rights granted by Company to you will cease immediately and, upon the request of either party, the other party shall delete, destroy, or return all Confidential Information.

7. ORDERS; SUBSCRIPTIONS.

Orders will be initiated when you submit an order or purchase a Subscription (defined below) on the Platform or when the parties mutually execute a service order document (collectively, an “Order”). By placing an Order, you affirm that you are of legal age to enter into a binding agreement for the Platform, and acknowledge that you are bound by these Terms. You may not use the Platform if you (a) do not agree to these Terms, (b) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with Company, or (c) are prohibited from accessing or using the Platform by applicable law.  Each Order is subject to, governed by, and incorporates by reference, these Terms. Company shall provide the Platform in accordance with the terms and subject to the conditions set forth herein. To the extent these Terms contradict any terms in any applicable Order, the terms of the Order shall control. 

Company provides numerous service options on the Platform. Certain service options are provided free of charge, while other options require subscription payments before they can be accessed (“Subscriptions”). Company may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. Company is not responsible for the products and services provided by such third parties. From time to time, Company may offer trials of its paid subscriptions for a specified period without payment or at a reduced rate. The term of a Subscription shall be set forth in the applicable Order.

8. PROHIBITED USES.

For more information on what activities are prohibited on our Platform, please visit our Content Policy.

9. FEES AND EXPENSES.

You shall pay the fees as set forth on the Order in order to obtain access to the Platform (the “Fee(s)”).  Unless otherwise specified in the applicable Order, Company will automatically withdraw the Fees of the Platform on a monthly basis from your specified financial account, credit or debit card, or other payment method. If you dispute any invoiced amounts in good faith, you shall notify Company in writing of such disputed amount within ten (10) days after receipt of the applicable invoice, in sufficient detail to permit Company to investigate the dispute, otherwise such invoice will be deemed accepted.  All amounts payable for the Platform pursuant to an Order are non-cancelable and non-refundable.  You agree to pay invoiced Fees in U.S. dollars.  If applicable, you shall reimburse Company for all agreed upon and reasonable travel and out-of-pocket expenses incurred by Company in connection with the performance of the Platform, such as any travel for implementation of the Platform. Except for invoiced payments that you have successfully disputed, all late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall also reimburse the Company for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. 

10. TAXES.

You shall be responsible for all taxes, including, without limitation, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by you hereunder; provided, that, in no event shall you pay or be responsible for any taxes imposed on, or regarding, Company’s net income. 

11. NOTICE AND CONSENT TO RECEIPT OF TEXT (SMS) MESSAGING AND PHONE CALLS.  

You may have the opportunity to receive SMS or "text" messages, pre-recorded voice messages or auto-dialed phone calls from the Company, its affiliates and related entities as well as third parties.  Such messaging may be used to authenticate your identity or mobile device, as well as provide you informational updates about services or products you may have requested.  In providing your mobile device number or cell phone number to the Company, you knowingly consent to such communications from or on behalf of the Company or for the Company to use your cell phone number or mobile device number in accordance with the Company’s Privacy Policy. In providing your number and accepting these Terms, you represent that you have the authority to agree to receive text messages at the telephone number that you provide to the Company, or from which you sent the text message request to us. You further acknowledge that no purchase is required to opt into this service, and you may opt out at any time by following instructions provided in our communications to you.

Not all mobile devices or handsets may be supported by this service. The Company and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of your request. You hereby agree to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from the Company. 

12. THIRD-PARTY WEBSITES.  

The Platform may contain links to websites and platforms controlled or operated by persons and companies other than the Company (“Linked Sites”). Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. The Company is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site.  The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the site or any association with its operators.  You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites.  You are solely responsible for any dealings with third parties who support the Company or are identified in the Platform, including any delivery of and payment for goods and services.

13. THIRD-PARTY APPLICATIONS.  

You acknowledge that your access and use of any third-party applications or software on the Platform and Content (the “Third-party Applications”) is at your discretion and risk, and the Company has no liability to you arising from your use of the Third-party Applications.  The Company hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications, and you agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with your use or performance of the Third-party Applications.

14. CONFIDENTIALITY.

From time to time during the Term, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information (whether written, oral, or electronic) of Disclosing Party that, may or may not be labeled as “confidential,” (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession on a non-confidential basis prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (z) not disclose any such Confidential Information to any person or entity, except to Receiving Party’s personnel or agents who need to know the Confidential Information to assist Receiving Party in performing its obligations under these Terms, and whom are bound by confidentiality obligations consistent with this Section as to such Confidential Information. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements reasonably in advance of any such compelled disclosure, so as to afford Disclosing Party the opportunity to seek, at its sole cost and expense, a protective order or other remedy.

15. INTELLECTUAL PROPERTY NOTICES.  

The Platform and the data, material, content or information therein (collectively, the “Content”) are protected by copyrights, trademarks, or are subject to other proprietary rights.  Accordingly, you are not permitted to use the Platform or Content in any manner, except as expressly permitted by the Company in these Terms. The Platform and Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or applicable owner. 

Copyright. You should assume that everything you see or read on the Platform is copyrighted unless otherwise noted and may not be used without the written permission of the Company. The Company neither warrants nor represents that your use of materials displayed on the Platform will not infringe the rights of third parties. Content, images, photographs, data, or illustrations displayed on the Platform is either property of, or used with permission by, the Company. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Platform. Any unauthorized use of any content, images, photographs, or illustrations may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Trademark. Nothing contained on the Platform should be construed as granting or conveying, by implication, or otherwise, any license or right to use any trademark displayed on the Platform without the written permission of the Company or such third party that may own a trademark displayed on the Platform. Your misuse of the Company’s trademark(s) displayed on the Platform, or any other Content on the Platform, except as provided herein, is strictly prohibited.

Your Content.  You are solely responsible for your use of the services and any Content you authorize for use on the Platform, or which is submitted via your account (“Your Content”).

We do not claim ownership in Your Content that you submit or authorize for use to the services, but you grant us the rights to use Your Content as set forth below. By submitting or authorizing us to display Your Content, you hereby grant to us a worldwide, unrestricted, irrevocable, perpetual, non-exclusive, fully-paid, and royalty-free license (with the right to sublicense through unlimited levels of sub-licenses) to use, reproduce, copy, process, modify, publish, translate, transmit, perform, display, create derivative works of, adapt, and distribute Your Content in any and all media (now known or later developed) throughout the world and display your name, images, likeness, voice, video, and any such other Content that you submit, link, or otherwise make available through the Platform, throughout the world in any manner or media, on or off the Platform including for purposes of promoting our services. 

• To the greatest extent permitted by applicable law, you hereby expressly waive any and all of your moral rights applicable to Company’s exercise of this license. 

• You agree that this license includes the right for us to provide, promote, and improve the Platform and to make Content submitted to or through the Platform available to other companies, organizations, or individuals for the syndication, broadcast, distribution, promotion, or publication of such Content on other media and services, subject to our terms and conditions for such Content use. 

• No compensation will be paid with respect to Content that you submit through the services. 

• Some of the live audio/video events hosted on or through the services may be recorded. By using the services and attending/participating in such audio/video events you agree to any such recordings and agree that all rights, titles, and interests in such recordings will vest in the Company.

• You should only submit Content to the services that you are comfortable sharing with others under these Terms.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Platform. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate.  You further acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.  

Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, Company may monitor your or Authorized Users’ use of the Platform and collect and compile Aggregated Statistics. “Aggregated Statistics” means data and information related to your or Authorized Users/ use of the Platform that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform. As between Company and your, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. You acknowledge that Company may compile Aggregated Statistics based on data input into the Platform. You agree that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your Confidential Information.

Questions regarding the use of any intellectual property provided on the Platform should be directed to Team@GlassHouse.biz. 

16. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE.  

Notification.  We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringes your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent (designated below).  In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

  (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 

(ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the service are covered by a single notification, a representative list of such works from the service; 

(iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; 

(iv) information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; 

(v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; 

(vi) a statement that the information in the notification is accurate; and 

(viii) under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.  Upon removing any allegedly infringing material, the Company will notify the alleged infringer of such takedown.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter Notification.  If you elect to send our copyright agent a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements): 

(i) a physical or electronic signature; 

(ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; 

(iii) a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; 

(iv) adequate information by which we can contact you, including your name, address, and telephone number; and 

(v) a statement that the subscriber consents to the jurisdiction of a federal district court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the Company may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your counter notice.  Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. 

The Company’s designated copyright agent or authorized official to receive notifications and counter-notifications of claimed infringement is:

GlassHouse Inc. - Team@GlassHouse.biz   

A summary of the DMCA can be obtained from the U.S. Copyright Office.

17. UNITED STATES ONLY.  

The Company provides this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its contents are accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries.

18. MUTUAL REPRESENTATIONS AND WARRANTIES.

Each party represents, warrants and covenants that (a) it has the full corporate right, power and authority to enter into these Terms, (b) the execution of these Terms by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (c) it shall use commercially reasonable efforts to prevent unauthorized access to, and maintain and assure the strict confidentiality of, all Confidential Information. 

19. DISCLAIMER.  

EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THESE TERMS, ALL INFORMATION, CONTENT, OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PLATFORM OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORM. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PLATFORM AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE PLATFORM WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE PLATFORM WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PLATFORM OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE PLATFORM OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORM AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

20. LIMITATION OF LIABILITY. 

UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORM, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE PLATFORM OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PLATFORM, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE COMPANY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE PLATFORM SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.” 

SOME  STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW.  YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.  IN ANY CASE, COMPANY’S AND ITS LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE PLATFORM IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR TEN DOLLARS ($10.00), WHICHEVER IS GREATER. 

21. INDEMNIFICATION. 

Youwill defend, indemnify, and hold harmless Company and its directors, officers, employees, and agents (“Company Indemnified Parties”), from and against any and all losses, costs, fees, liabilities, damages, and expenses (including attorney costs and litigation fees) (“Losses”) incurred by Company Indemnified Parties resulting from any third party claim, suit, action, or proceeding (“Third-Party Claim”) arising out of or relating to (a) your or an Authorized User’s unauthorized use of the Platform; (b) Your Content; or (c) the unauthorized actions, errors, omissions, negligence, willful misconduct, violations of law, or fraud of you or your Authorized Users.

Company will defend and indemnify you and your directors, officers, employees, and agents (“Customer Indemnified Parties”) at Company’s expense, against any Losses incurred by Customer Indemnified Parties resulting from any Third-Party Claim arising out of or relating to an allegation that your authorized use of the Platform infringes or violates any third party’s intellectual property right. The foregoing obligations are conditioned on the following: (a) you must give Company prompt written notice of any claim, (b) Company shall have the right to control the defense and settlement of the claim, and (c) you shall reasonably cooperate with Company in connection with the defense of the claim, at Company’s request and expense. If Company believes that there is a likelihood of a successful claim of infringement, Company may, at Company’s sole option and expense modify or substitute the affected Platform, obtain the right to continued use for a reasonable period of time as determined by Company, or terminate the license to the affected Platform (or portion thereof), and refund to you a portion of the pre-paid fees attributable to the period after such termination, if any. Company will have no obligation under this section to the extent any claim or liability is based upon: (i) modifications to the Platform not made by Company; (ii) products and services not supplied by Company (iii) work performed to your specifications; (iv)  Your Content and not the Platform; or (v) your failure to use an updated version of the Platform provided or offered by Company. This section sets forth the Company's sole liability and your exclusive remedy for indemnification and infringement.

22. SUSPENSION OF SERVICES. 

In addition to all other remedies available under these Terms or at law, Company shall be entitled to suspend the provision of the Platform if you fail to pay any undisputed Fees when due hereunder and such failure continues for ten (10) days following notice thereof. Notwithstanding the foregoing, Company may, at its sole discretion, temporarily suspend your and any Authorized User’s access to any portion or all of the Platform if: (i) Company reasonably determines that there is a threat or attack on any of Company’s intellectual property; (ii) Company’s provision of the Platform to you or any Authorized User is prohibited by applicable law; or (iii) Company concludes that your or any Authorized User’s use of the Platform is causing immediate, material, and ongoing harm to Company or any other individual or entity.

23. DISPUTE RESOLUTION.  

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU AND GLASSHOUSE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND GLASSHOUSE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS ARE NOT PERMITTED.

23.1 Binding Arbitration Agreement, Exceptions to Arbitration, Governing Law & Venue

23.1.1 Agreement to Arbitrate and Class Action/Class Arbitration Waiver. 

You and GlassHouse each agree that any and all disputes between GlassHouse and consumer users arising under or related in any way to these Terms and/or your use of the Platform or our services must be resolved through binding arbitration. If an arbitrator or court decides that any part of this agreement to arbitrate is unenforceable, the remainder of section 23 of these Terms will nevertheless still apply (including the prohibition on class arbitration).

23.1.2 Arbitration Procedure. 

• Unless otherwise required by the applicable arbitration rules, the arbitration shall be held in Nashville, Tennessee or Austin, Texas.

• For any claim where the total amount of the award sought is $10,000 or less, you and GlassHouse may elect to have the arbitration conducted by audio and/or a video communication system (including, but not limited to telephone conference or a video conference platform such as Zoom) or based solely on written submissions, which election shall be binding on you and GlassHouse subject to the arbitrator’s discretion to require an in-person hearing. In cases where an in-person hearing is held, you or GlassHouse may attend by audio and/or a video communication system (including, but not limited to telephone conference or a video conference platform such as Zoom), unless the arbitrator requires otherwise. 

• The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. 

• The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. 

• The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

23.2.1 Governing Law and Venue.

• All claims subject to these Terms and any and all claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under these Terms or your access to or use of the Platform, shall be governed by the laws of the State of Texas without giving effect to any conflict-of-laws principles that may otherwise provide for the application of the law of another jurisdiction. These claims or disputes shall be brought and litigated exclusively in the state courts located within Austin, Texas.

24. LIMITATION ON TIME TO FILE CLAIMS.  

Any cause of action or claim you may have arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. 

25. CHANGES TO THESE TERMS OF USE. 

The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Platform after any such change is communicated shall constitute your consent to such change(s).

26. COUNTERPARTS; ELECTRONIC SIGNATURES.

These Terms may be executed in any number of counterparts. Unless otherwise prohibited by law, these Terms and related documents (including the Order) may be accepted in electronic form (e.g., by an electronic or digital signature, symbol, initial, checkbox, or other means of demonstrating assent as defined under U.S. federal ESIGN Act of 2000) and your acceptance will be deemed binding on you.  You acknowledge and agree that you will not contest the validity or enforceability of these Terms and related documents, including under any applicable statute of frauds, because they were accepted and/or signed in electronic form.

27. FORCE MAJEURE.

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for your obligations to make payments to Company hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): weather and other Acts of God, government restrictions or orders, pandemics or epidemics, acts of terrorism, widespread Internet outage(s), wars, insurrections and/or any other cause beyond the control of the Impacted Party.  The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section, either party may thereafter terminate these Terms.

28. GENERAL. 

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the Platform.  You may not assign these Terms without the prior written consent of the Company in all instances.  The Company may assign these Terms, in whole or in part, at any time.  The Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by the Company with respect to such use.  

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.  

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the Platform, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

29. DIGITAL COMMUNICATION METHODS

    You agree to allow GlassHouse and all of its subsidiary entities to communicate on your behalf with your clients (via email, SMS or MMS formats) for the purpose of collecting review information, processing payments and/or notifications related to scheduled and completed work. This communication will be represented as on behalf of your business and your clients will have the option to opt out of email, text, SMS communications. You as the customer of GlassHouse will be responsible for managing the options to utilize email or text communications to your customers in accordance with their option to decline methods that they do not wish to participate in.

30. COMPANY CONTACT INFORMATION.  

We value your opinions and welcome your feedback.  To contact us about this Policy or your Personal Information, please contact us at: Team@GlassHouse.biz