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License Agreement
Homebase Customer Agreement
Please review the terms and conditions of the Homebase Customer Agreement (the “Agreement” or “EULA”). By clicking “I Accept” and accessing the Homebase software application (the “Homebase Software”), you acknowledge that you have read the Agreement set forth below and agree to abide by and be bound to this Agreement. As used in this Agreement, “Homebase” means Pioneer Works, Inc., a Delaware Corporation with a corporate office at 835 Howard St., 2nd Floor, San Francisco, CA 94103.
For purposes of this Agreement, “you” means both you, as an individual and customer, and the company that you represent or are associated with (the “Company”). You may also be referred to as “Authorized User” once you have accepted these terms.
Certain provisions in this Agreement are applicable only if you are the owner of an account on behalf of the Company (the “Account Owner”). Those terms are designated as “Terms Applicable to Account Owner”. You represent and warrant that you have the requisite authority to bind the Company to this Agreement if you are initially setting up the account for the Company as the Account Owner. All terms applicable to the Authorized Users will apply to the Account Owner.
“We” or “Our” or “Us” means Homebase. If you do not agree with the terms of this Agreement, then you will not be able to access the Homebase Software and you should exit the application.
1. Homebase Software
The Homebase Software is an application for human resources and labor management, enabling you to manage among other things employee and employer communications, scheduling, task management, payroll, financial service solutions, benefits, hiring, accounting, alerts, messaging, timesheets, reviews and feedback. Homebase may add or remove additional features and functionality at its sole discretion. This Agreement governs your use of the Homebase Software, as well as any content or applications that may be made available to you now or in the future through the Homebase Software. The Homebase Software is owned by Homebase. Homebase retains title and all other ownership and intellectual property rights in and to the Homebase Software, including but not limited to its source code, object code, application programming interfaces, documentation, data, information, trademarks, service marks, and trade secrets. You must only access the Homebase Software in accordance with this Agreement.
2. Job Posts
Homebase may also provide you with information, access to, or ability to create job posts and other related contents, including links to non-Homebase websites (“Job Posts”). Job Posts are created and provided by you or third parties over whom Homebase may not have any control; you acknowledge, assume and understand that Homebase has limited to no control over Job Posts. Homebase does not have any obligation to screen any Job Posts, or to include any Job Posts in its search results or other listings, and may exclude or remove any Job Post for any or no reason. Homebase cannot confirm the accuracy or completeness of any Job Post or other information submitted by any employer or other user, including the identity of such employer or other user. Homebase assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any Job Post. You represent that the Job Post shall not include any requirements based on race, color, national origin or ancestry, sex, religion, creed, citizenship, marital status, family care status, age, physical or mental disability, genetic information, sexual orientation, gender, gender identity or expression, transsexual or transgender status, political belief, military or veteran status or any other characteristic protected by law; and/or any other requirements that are prohibited under applicable laws, rules and regulations. Job posts may not contain (a) any hyperlinks, other than those specifically authorized by Homebase; (b) misleading, unreadable, or "hidden" keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined in Homebase’s sole and reasonable discretion; (c) inaccurate, false, or misleading information; and (d) material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18.
Homebase may make screening tools available to you for use in the application process, including screener questions, phone screen tools, interview scheduling and employee assessments. Homebase is licensing these tools to you for your use as you determine. By using any screening product, made available to you by Homebase, you agree that you have made the determination to use these tools as part of your application process, and the substantive questions you ask or choose are solely determined by you, and are not being asked by Homebase. You are the sole party to determine which answers will qualify a candidate. You are solely responsible for the use of the screening tool including any results which are considered to have a “disparate impact”. You are also solely responsible for the retention of any application. You further acknowledge that you are responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any other equivalent state act. Homebase does not warrant that the method of delivery of these questions would be compliant with the Americans with Disabilities Act or any equivalent state act. You the employer or author of the Job Post agree to indemnify Homebase for any and all claims arising out of your use of Homebase, including any claims that any screening tool does not comply with the Americans with Disabilities Act or that such tool results in a “disparate impact”. You agree to abide the terms of non-Homebase websites which may receive your Job Posts including terms found on https://www.ziprecruiter.com/legal#terms and https://www.indeed.com/legal
3. License Grant
Subject to your compliance with all of the terms and conditions of this Agreement (including fees, if applicable), Homebase grants to you a limited, non-exclusive, non-transferable license to access and use the Homebase Software during the Term only for your internal business purposes (the “License”). The Homebase Software is being licensed and not sold to you by Homebase. You will not acquire any ownership interest in the Homebase Software under this Agreement.
4. TERMS APPLICABLE TO ACCOUNT OWNERS ONLY
Authorized Locations and Users
Account Owners must establish a License for each location to use the Homebase Software (each, an “Authorized Location”). Homebase reserves the right to audit your usage from time-to-time. If the audit reveals that you are using a single License in more than one Authorized Location, then Homebase may, at its discretion: (a) require you pay additional fees; or (b) terminate your usage. If your account is linked, tied to, or associated with a third-party provider, you may be charged through another matter disclosed through the third party provider.
Authorized Users.
As the Account Owner of the Homebase Software, you have the ability to add users to the Homebase Software at your discretion. All users must accept the terms of this Agreement that are applicable to Account Users before they can access the Homebase Software. If a user does not accept the terms, then the user must exit and will not be permitted to use the Homebase Software.
If you are setting up a user to receive notifications from the Homebase Software (and not to actually access the Homebase Software), then you must provide the user with a hard copy of the Agreement and you are responsible for ensuring that they agree to comply and maintain compliance with the terms of the Agreement. Subject to the use restrictions contained in this Agreement, for each Authorized Location, you may permit an unlimited number of users who have accepted the Agreement to access and use the Homebase Software (each, an “Authorized User”).
You and the Company that you represent are responsible for: (i) your own conduct when accessing the Homebase Software; and (ii) any and all actions of any person accessing the Homebase Software or interacting with the Homebase Software through a name, phone number, email address or username associated with your Authorized Location.
Fees.
We offer a number of different versions of Homebase Software which range in pricing and schedule frequency from one-time to monthly to annual to per-unit. Depending on the version of Homebase Software selected for your account, you may be charged a monthly fee for your access to the Homebase Software, for each Authorized Location (collectively the “Subscription Fees”). You may be provided with an option to pre-pay your monthly fees as a one-time annual pre-payment for a discount. Subscription Fees are subject to change at Homebase’s discretion. Homebase will provide you with notification of any fee changes. The Subscription Fees will be automatically charged each month to the card you have setup on file or billed through a third party provider. If any of your monthly or annual payments fail (due to your credit card expiring or otherwise), then Homebase will provide you with notification of the failure and an opportunity to resubmit the payment. If you do not resubmit the payment within 5 business days after notification, then Homebase may deactivate or suspend your account until payment is received. You may lose access to features and data in your account if your account is deactivated or suspended. You are responsible for all sales, use and excise taxes, and any other similar taxes of any kind imposed by any federal, state, or local governmental entity related to your use of the Homebase Software, except for those taxes related to Homebase’s income or revenue. Account Owners, not Authorized Users, are responsible for fees for the Homebase Software on behalf of the Company. Homebase allows you to terminate the License at any time, but you will be billed through the end of the current billing cycle for your selected plan (for example, if you are on a monthly plan and you terminate mid-month, you are responsible for the monthly fee for that month and fees will not be refunded or pro-rated). If you do not send Homebase written notice of cancellation prior to the end of the current plan or modify your plan within the software and receive confirmation of such modification, then your License will continue to renew with the same monthly or annual payment term using the most recent applicable Subscription Fees.
5. Use Restrictions
You must not and must not allow any other person to do or attempt to do any of the following: (a) use the Homebase Software for any unlawful purpose; (b) make the Homebase Software available to any unauthorized third party or use the Homebase Software if you or any user is a competitor of Homebase; (c) use the Homebase Software to copy or create derivative works or competitive products to the Homebase Software; (d) circumvent any technology measures that control access to the Homebase Software or violate the security of the Homebase Software; (e) post, transmit, distribute, or infect the Homebase Software with viruses or other harmful code; (f) use the Homebase Software in any manner that violates or diminishes the rights of Homebase; and (g) use the Homebase Software to benefit any party other than you and the Company you represent.
6. Term and Termination
The Term begins on the date that you accept the Agreement and ends on the date that you choose to terminate your License to the Homebase Software (the “Termination Date”).
Homebase may suspend your License or access to the Homebase Software at any time if it determines that you are violating the Agreement or you are taking or facilitating any action that puts Homebase, its customers, its systems, or its data at risk in any manner. Homebase may provide you with a 10-day period to cure any alleged violations, but has no obligation to allow you to access the Homebase Software during this period. If you fail to cure any alleged violation within the cure period or if the violation is not capable of being cured, then Homebase may terminate your access to the Homebase Software. Homebase may also terminate your License or access to the Homebase Software at any time by providing you with written notice (which may be via email) if it determines in its sole discretion that it can no longer service your account for any reason. In the event of any termination (whether by you or by Homebase), no refund of pre-paid fees will be provided.
7. Configuration and Setup
Homebase is not responsible for configuring or setting up your Homebase Software. Upon first login as the administrator (the “Administrator”), you will have Administrator rights which will allow you to configure and setup the Homebase Software to meet your specifications. Homebase will provide general online training and content online to address setup and day-to-day operational use of the Homebase Software. Certain features and functionality within the Homebase Software, including access to sensitive information such as payroll, may be available to other Authorized Users if you have granted permission to them in the Homebase Software. You are solely responsible for ensuring that your Authorized Users are set up correctly in the Homebase Software to only allow them to view and access pertinent information. If you have additional questions concerning your configuration and set up, please contact Homebase customer service at help@joinhomebase.com.
8. Consent to Receive Electronic Communications
By accepting this Agreement and accessing the Homebase Software, you consent to receive all communications, terms, and notices ("Communications") from Homebase electronically and you confirm that you can access, receive, and retain such Communications. Homebase will provide Communications to you by posting them within the appropriate area of the Homebase Software which may include its website, mobile applications, tablet applications, third party software or hardware providers, or, if enabled, emailing them to you or your Authorized Users at the email address(es) you provided or via text message to you or your Authorized Users at the phone number(s) you provided.
9. App, Web, Text and Email Messaging
As an optional feature, you may be able to configure the Homebase Software to alert you or your Authorized Users via text or email messages. You or your Authorized Users are responsible for any text messaging fees or data fees assessed through your communications provider. The Subscription Fees do not include text messaging fees or data fees that may be assessed through your communications provider. Delivery of information and content to a mobile device may fail due to a variety of circumstances or conditions. You understand and acknowledge that network services, including but not limited to mobile network services, are outside of the Homebase’s control, and Homebase, any of its parties, vendors, service providers, or carriers are not responsible or liable for the accuracy of the content or delivery performance of the in-app, web, text or email message. You warrant that you have obtained the appropriate permissions from any user that you are engaging with through Homebase Software to receive text, email, and/or in-app notifications.
You can cancel the SMS service at any time. Reply "STOP" to unsubscribe from text messages. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages associated with that given category type from us. You may continue to receive service-related and other non-marketing text messages from other phone numbers managed by Homebase, and you may opt out of those in a similar fashion. Message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you are experiencing issues with the messaging program you can get help directly at help@joinhomebase.com.
10. Third-Party Content
The Homebase Software may contain components or content or links to information (collectively, “Third Party Content”) owned by other third parties (each, a “Third Party Provider”). Third Party Providers retain rights, title, and interest in and to their Third Party Content. Use of any Third Party Content provided through or embedded in the Homebase Software may be subject to additional terms and conditions provided by each Third Party Provider. These additional terms and conditions will be passed through to you via the EULA or provided to you directly by the Third Party Provider.
11. User Content
You own any data or information you submit through the Homebase Software, including any data submitted through the Homebase Software by your Authorized Users (collectively, the “User Content”). You are responsible for determining the accuracy of any User Content. By using the Homebase Software, you are granting Homebase a worldwide, perpetual, irrevocable license to use, disclose, store, host, modify, access, publish, and distribute the User Content (the “Content License”), for Homebase’s business purposes. The Content License may be used for operating, promoting, and improving the Homebase Software and developing new products in the future. From time-to-time, Homebase may disclose User Content to third parties. This may be in response to an inquiry by a government or regulatory body or in response to request from a current or former Authorized User. Homebase may disclose User Content upon request to third parties in its sole discretion, with or without notice to you.
12. GPS, Location or Device Related Data
You acknowledge and grant permission to Homebase, Company, and/or the Account Owner to leverage Homebase Software to track your location or device location. It is your responsibility to monitor the permissions you have provided to Homebase Software through your mobile devices and you may at any time make changes to those permissions using the settings provided by your mobile software provider. The location information may be provided in static form or dynamic form showing real-time location information and any derived information from various location data points that may be collected. Preventing access to location information may restrict certain features or functions of the Homebase Software.
Homebase may utilize services it owns or is provided by third parties to control access to the Homebase Software. You acknowledge and consent to allow Homebase to process, store and analyze the data required to access Homebase Software. This may include device fingerprinting which collects information about your device, including but not limited to IP address, device type, operating system type and version, device settings, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, language settings, mobile device carrier, and non-precise geolocation information such as city/state/geographic area.
13. Navigational Data
From time-to-time, Homebase may also use technical methods to track and analyze traffic patterns inside the Homebase Software, such as the frequency with which you and Authorized Users are visiting various parts of the Homebase Software. Homebase may also use tools to measure and collect session information, including page response time, download errors, length of visits, etc. (collectively, “Navigational Data”). Homebase may use this information or employ a third party to help Homebase analyze this information to measure site activity, develop new ideas for improving the Homebase Software or for other business purposes. Homebase solely owns any and all Navigational Data.
14. Data Storage and Security
The Homebase Software accesses and transfers information over the internet and other third party networks. Homebase does not control or operate the internet or third party networks and as such, the Homebase Software from time-to-time may be subject to viruses, worms, or other undesirable data or software or unauthorized access. Homebase will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid any such events, but Homebase does not warrant or guarantee that data breaches will not occur. Homebase recommends that you back up and store any and all User Content. Homebase is not liable to you in the event of any data breach, data loss, or inadvertent disclosure of User Content.
15. Feedback
From time-to-time, Homebase may seek or you may offer comments, input, or ideas regarding your use of the Homebase Software or the Homebase Software’s features and functionality generally (collectively, “Feedback”). Homebase welcomes your Feedback regarding the Homebase Software. Any Feedback that you give to us (either oral or written) is Homebase’s exclusive property. You hereby assign and your submission of any Feedback constitutes an assignment to Homebase of all rights, title, and interest in all copyrights or intellectual property rights in the Feedback. Homebase may use, distribute, manipulate, disclose, publish, or reproduce any Feedback related to your use of the Homebase Software without notice or compensation to you.
16. Homebase Content
Homebase may from time-to-time offer general guidance (for example, on break time and overtime rules), presentations on relevant topics, or coordinate discussion sessions with industry leaders (collectively, “Homebase Content”). Homebase Content is provided for convenience purposes only and is not provided to you as official legal or human resources advice. Homebase does not represent or warrant that Homebase Content is accurate or continuously updated and disclaims any and all liability related to your reliance on the Homebase Content. Before using any Homebase Content, you must independently verify the accuracy of such information with your own legal or human resources expert as your circumstances may differ than envisioned by the Homebase Content.
17. Confidentiality
“Confidential Information” means all information and data regarding Homebase or the Homebase Software that is identified as confidential or proprietary or that you should reasonably know is confidential. You must not disclose Confidential Information to third parties and you must protect any Confidential Information with the same degree of care as you use to protect your own Confidential Information, but in no event less than a reasonable degree of care.
18. LIMITED WARRANTIES AND DISCLAIMERS
THE HOMEBASE SOFTWARE IS PROVIDED TO YOU “AS-IS” AND “AS AVAILABLE”. HOMEBASE SPECIFICALLY DOES NOT REPRESENT AND WARRANT THAT THE HOMEBASE SOFTWARE IS ERROR-FREE OR THAT THERE WILL NOT BE ANY DISRUPTION OF YOUR USE OF THE HOMEBASE SOFTWARE DURING THE TERM. HOMEBASE DOES NOT MAKE ANY SPECIFIC REPRESENTATIONS OR WARRANTIES RELATED TO THE SECURITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR SUITABILITY OF THE HOMEBASE SOFTWARE FOR YOUR SPECIFIC NEEDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR YOUR RELIANCE ON AND USE OF ANY DATA OR INFORMATION PROVIDED TO YOU THROUGH THE HOMEBASE SOFTWARE, INCLUDING ENSURING THAT YOU AND THE COMPANY YOU REPRESENT ARE COMPLIANT WITH ANY FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOMEBASE DISCLAIMS ALL EXPRESS, STATUTORY, OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
19. DISCLAIMERS RELATED TO NOTIFICATION DELAYS
HOMEBASE IS NOT LIABLE TO YOU FOR ANY EMAIL, APPLICATION OR TEXT MESSAGING DELAYS OR ERRORS. BY USING THE HOMEBASE SOFTWARE, YOU ACKNOWLEDGE THAT COMMUNICATIONS AND OTHER NOTIFICATIONS MAY FROM TIME-TO-TIME BE DELAYED OR INTERCEPTED BY THIRD PARTIES. IT IS ULTIMATELY YOUR RESPONSIBILITY TO ENSURE THAT YOU AND YOUR AUTHORIZED USERS ARE RECEIVING ALL OF THE NECESSARY NOTIFICATIONS AND THAT NOTIFICATIONS ARE ACCURATE. HOMEBASE WILL NOT BE LIABLE FOR ANY EVENTS OR CIRCUMSTANCES OUTSIDE OF HOMEBASE’S COMMERCIALLY REASONABLE CONTROL, INCLUDING ANY MALFUNCTIONS, ERRORS, OR DEFECTS.
20. LIMITATION OF LIABILITY
THE TOTAL LIABILITY OF HOMEBASE AND OUR RESPECTIVE EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS, AND AGENTS, FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT OR THE HOMEBASE SOFTWARE, IS LIMITED IN THE AGGREGATE TO THE AMOUNT ACTUALLY PAID BY YOU AND RECEIVED BY HOMEBASE FOR THE HOMEBASE SOFTWARE IN THE MONTH IMMEDIATELY PRECEDING THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT EXPAND THIS AMOUNT. HOMEBASE DISCLAIMS ALL LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES. UNDER NO CIRCUMSTANCE WILL HOMEBASE BE LIABLE FOR ANY DELAYS IN SERVICE, LOSS OR DISCLOSURE OF USER CONTENT, LOST PROFITS, OR THE LIKE. ALL CLAIMS MUST BE BROUGHT WITHIN 60 DAYS AFTER THE CLAIM ARISES OR THE CLAIM WILL BE BARRED.
21. Indemnification
You and the Company you represent will defend, indemnify, and hold harmless Homebase and its respective employees, contractors, officers, directors, and agents from and against all liabilities, claims, and expenses, including attorney’s fees, that arise from or are related to: (a) your or your Authorized User’s use or misuse of the Homebase Software; (b) any User Content; (c) any violation of this Agreement; and (d) any dispute related to your Authorized Users. Homebase reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Homebase in asserting any available defenses.
22. Infringement
If the Homebase Software or any portion of the Homebase Software becomes, or in Homebase’s opinion is likely to become, subject to an infringement claim, then Homebase may, at its sole option and expense, take any of the following steps to avoid or mitigate any potential losses: (a) procure a license for you to continue using the Homebase Software; (b) modify or replace the Homebase Software with functionally equivalent software; or (c) notify you in writing to cease using the Homebase Software (the “Notification Date”). Upon notification, Homebase will also provide you with a refund of any prepaid Subscription Fees for services not provided after the Notification Date. This section sets forth Homebase’s sole liability and entire obligation and your exclusive remedy for any action related to the Homebase Software and any allegation of infringement.
23. Publicity
You grant to Homebase the right and license to use your name and logo for the limited purpose of identifying you as a customer of the Homebase Software on its Website and in its promotional materials, such as press releases. You may provide Homebase with written notification at any time if you would like to remove your name and logo from our materials. Homebase will complete such removal within 15 business days after request.
24. Compliance with Laws
In using the Homebase Software, you must comply at all times with all applicable laws, rules, and regulations. You agree that you will not transfer or export the Homebase Software into any country or use the Homebase Software in any manner prohibited by the U.S. Export Administration Regulations or any other applicable export control law, restriction, or regulation.
25. No Agency
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Homebase as a result of this Agreement or your use of or access to the Homebase Software.
26. Assignment
You may not assign, sublicense or otherwise transfer any of your rights hereunder, nor delegate any of your duties hereunder. Homebase may freely assign, sublicense or transfer its rights or delegate its duties hereunder without notice to you.
27. Enforceability
If any provisions of this Agreement are found to be invalid or unenforceable for any reason, such provision must be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability, and the remainder will continue in full force and effect.
28. Users Outside the United States
Although Homebase Software may be accessible over the Internet and therefore available worldwide, some services provided by Homebase Software are intended for residents of and business in the United States only. If you choose to access Homebase Software from locations outside the United States, such conduct is at your own risk and subject to the laws of the United States, which may differ from the laws and regulations in your state or home country, and you are responsible for compliance with any local laws and regulations.
29. No Waiver
No waiver by Homebase under this Agreement will be valid or binding unless set forth in writing and duly executed by Homebase. Any such waiver constitutes a waiver only with respect to the specific matter described therein and in no way impairs the rights of Homebase in any other respect or at any other time.
30. Notices
The legal representative of Homebase is
Pioneer Works, Inc.
835 Howard St, 2nd Floor
San Francisco, CA 94103
415-951-3830
legal@joinhomebase.com
Any questions, comments, subpoenas, or legal notices regarding this Agreement or the Homebase Software must be sent by a mail delivery system that can be tracked to the above address. You authorize Homebase to notify you via email to the email and physical address associated with your username and password or Authorized Locations.
31. Dispute Resolution by Binding Arbitration
YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 31.3 BELOW.
31.1 Election to Arbitrate. You and Homebase agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section 31 (the “Arbitration Provision”), unless you opt out as provided in section 31.3 below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of Section 31.8 below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.
31.2 Applicability of the Federal Arbitration Act; Arbitrator’s Powers. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
31.3 Opt-Out of Arbitration Provision. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to legal@joinhomebase.com, within 60 days of the date of your electronic acceptance of the terms of this Agreement. The opt out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Provision. If the opt out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt out notice on your behalf.
31.4 Informal Dispute Resolution. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you may submit Claims by sending an email to info@joinhomebase.com at any time.
31.5 Arbitration Procedures. The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Service (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.
31.6 Arbitration Fees. If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
31.7 Appeals. Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.
31.8 No Class Actions. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 31.8 , and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 31.8 shall be determined exclusively by a court and not by the administrator or any arbitrator.
31.9 Survival and Severability of Arbitration Provision. This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than section 31.8 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in section 31.8 are finally adjudicated pursuant to the last sentence of section 31.8 to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.
31.10 Judicial Forum for Claims. Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Homebase agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Harris County, Texas governed by the FAA and substantive laws of the State of Delaware. Both you and Homebase consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
31.11 WAIVER OF RIGHT TO LITIGATE. THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
32. Governing Law and Venue
Except for Section 31 which is governed by the FAA, the laws of the State of Delaware govern this Agreement. You agree that any legal action relating to this Agreement must be filed and may take place only in Harris County, Texas and you consent and submit to the personal jurisdiction of those courts for the purpose of litigating any action with Homebase and waive trial by jury in any such action.
33. Headings
The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement.
34. Entire Agreement
This Agreement (including the EULA) constitutes the entire agreement between Homebase and you (including the Company you represent) with respect to your rights to access and use the Homebase Software.
Updated June 5, 2024
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