Flat Home Tech, Inc. (“Flat”. “we”, “us”) 1720 W Division, Suite 73, Chicago, IL 60622, and Customer (“you”) agree as follows:
Our Preventive Maintenance Program, as described in this agreement will be performed one (1) or two (2) times a year depending on subscription selected.
Flat shall provide the following services as part of this agreement:
Visually Inspect and Monitor:
The following tasks will be completed during each maintenance visit:
Beyond Handy Services:
Documentation:
Flat will confirm proper operation of all smoke detectors, C02 detectors, and fire extinguishers. Flat will replace the smoke detector and C0 batteries on every maintenance visit.
This Agreement commences on date of purchase, and shall renew (where permitted by applicable local law) for subsequent similar periods, unless terminated by either party upon written notice received by the other party at least 30 days prior to the above termination date or any renewal termination date.
In consideration of the services provided hereunder, you agree to pay the sum of $499.00 (Four Hundred Ninety-Nine Dollars) annually in advance (or $47/monthly payments), renewing annually for two (2) visits a year; $299.00 (Two Hundred Ninety-Nine Dollars) annually in advance (or $29/monthly payments), renewing annually for one (1) visit a year.
All additional services booked through Flat, shall be paid in full upon booking the project.
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the flat website (the “Service”) operated by Flat, Inc (“us”, “we”, or “our”). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
Our Service may contain links to third-party web sites or services that are not owned or controlled by Flat.
Flat has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Flat shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
These Terms shall be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
If you have any questions about these Terms, please contact us at hello@flathomecare.com
Flat services are intended only as a general guide to help the client make their own evaluation of the overall condition of the property. The report expresses the personal opinions of the service provider, based upon his visual impressions of the conditions that existed at the time of the inspection only. The inspection and report are not intended to be technically exhaustive, or to imply that every component was inspected, or that every possible defect was discovered. No disassembly of equipment, opening of walls, moving of furniture, appliances or stored items, or excavation was performed. All components and conditions which by the nature of their location are concealed, camouflaged or difficult to inspect are excluded from the report. Systems and conditions which are not within the scope of the inspection include, but are not limited to: formaldehyde, lead paint, asbestos, toxic or flammable materials, and other environmental hazards, any systems which are shut down or otherwise secured; water wells (water quality and quantity) zoning ordinances; intercoms; security systems; heat sensors; cosmetics or building code conformity. Flat service should not be construed as a compliance inspection of any governmental or non governmental codes or regulations. The service is not intended to be a warranty or guarantee of the present or future adequacy or performance of the structure, its systems, or their component parts. This report does not constitute any express or implied warranty of merchantability or fitness for use regarding the condition of the property and it should not be relied upon as such. Any opinions expressed regarding adequacy, capacity, or expected life of components are general estimates based on information about similar components and occasional wide variations are to be expected between such estimates and actual experience. We certify that our service professionals have no interest, present or contemplated, in this property or its improvement and no involvement with tradespeople or benefits derived from any sales or improvements.
To the best of our knowledge and belief, all statements provided by Flat are true and correct.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL (A) COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SERVICES, OR (B) COMPANY’S AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
You shall indemnify and hold harmless Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from (a) your violation of these Terms or your use of the Services, (b) your violation of any applicable law or the rights of a third party, or (c) your willful misconduct or negligence. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with Company’s defense of those claims.
These Subscription Terms (“Terms”) are a binding legal agreement between Flat Home Tech, Inc. d/b/a Flat Home Care (“Flat”) and you, as well as the legal entity that you represent (collectively, “Company”). PLEASE READ THESE TERMS CAREFULLY. FLAT IS WILLING TO PROVIDE COMPANY CERTAIN SERVICES AS SET FORTH BELOW ONLY UPON THE CONDITION THAT COMPANY ACCEPTS AND COMPLIES WITH THESE TERMS. BY AGREEING TO THESE TERMS OR OTHERWISE ACCESSING OR USING ANY FLAT SERVICES, YOU ARE BINDING COMPANY TO THESE TERMS.
Flat operates a consumer-facing online service (“Flat Site”) through which consumers can track home and maintenance scheduling and repairs. Company represents that it provides its consumer customers (“Customers”) with certain home maintenance services and wishes to have Flat maintain a private label version of the Flat Site in order for Company to provide additional customer services to its Customers to allow Customers to track home and maintenance scheduling and repairs (“Private Label Site”). Flat is willing to provide hosting, maintenance and training services to Company related to the Private Label Site, subject only to these Terms.
1. Implementation.
1.1 Provision of Materials. Promptly upon purchase of the subscription to the Private Label Site, Company will provide Flat certain Company-specific content and branding materials for use by Flat on the Private Label Site (including logos or trademarks) (“Company Content”) in the form, size, and format required by Flat so that Flat may present and display the Company Content on the Private Label Site. Company will further provide the email addresses for Company’s Customers (“Customer Contacts”). Company will ensure that it has all rights, licenses, and consents to provide the Customer Contacts to Flat for the purposes contemplated under these Terms. Flat will send a Company-branded email to the Customers as directed by Company to invite the Customer to set up their Private Label Site account with Flat. The Private Label Site will identify Flat as the provider of the Private Label Site and all Customers who sign up with flat will be Flat customers and will have a Flat customer account, which will be linked with the Private Label Site solely during the Term (as defined below) of this Agreement. EACH CUSTOMER WILL BE REQUIRED TO AGREE TO THE FLAT CONSUMER TERMS AND CONDITIONS IN ORDER TO ACTIVATE THEIR PRIVATE LABEL SITE ACCOUNT AND ALL CUSTOMER USE OF THE PRIVATE LABEL SITE WILL BE SUBJECT TO SUCH FLAT CONSUMER TERMS AND CONDITIONS, TOGETHER WITH THE FLAT PRIVACY POLICY.
1.2 License to Company Content. Company grants Flat the non-exclusive limited license to use, reproduce, adapt, display, distribute and publish Company Content solely on the Private Label site and solely in connection with its obligations and/or rights granted in these Terms. Company represents that it has the right and ability to provide all Company Content to Flat.
1.3 Marketing. During the Term, Company agrees to use commercially reasonable efforts to market the Private Label Site. Flat may provide marketing and similar collateral for use by Company for such purposes. Company may not remove any Flat name or logo from such marketing collateral and may not modify any content of such materials without Flat’s prior written consent. In any event, Company may not make any warranties or representations with respect to the Private Label Site, Flat Site, or any Flat Technology (as defined below) without Flat’s prior express written consent.
1.4 Training and Support. Flat will provide to Company webinar training and basic support for the Private Label Site as agreed upon by the parties in writing. Flat will provide initial training to Company in the use of the Private Label Site, and additional training will be provided by Flat on a commercially reasonable basis.
1.5 Third Parties. Flat may contract with third parties as it deems necessary in its discretion to fulfill its obligations under these Terms. Flat does not have any liability for any third party software or third party service.
1.6 Modifications. Flat will make changes to the Private Label Site consistent with any changes, updates and modifications made by Flat in its discretion to the Flat Site . Flat will use good faith efforts to notify Customer of any such changes that Flat reasonably anticipates may impact Company or Customer use of the Private Label Site. Flat may further modify any Company Content or other content on the Private Label Site as agreed upon by the parties in writing. The charges for any service, applications software, custom programming applications software, software support services, equipment and equipment maintenance services provided by Flat to Company which are outside the scope of these Terms must be mutually agreed to by Flat and Company in writing and subject to additional fees. Company will not have access to make modifications to the Private Label Site.
1.7 Functionality. Flat warrants that the Private Label Site will conform to the functional and technical specifications of the Flat Site. Such specifications are subject to amendment, from time to time, by Flat in which case the Private Label Site will conform to their modified respective functional and technical specifications of the Flat Site. This warranty does not extend to any portion of the Private Label Site that has been altered, changed, modified, or used in any way not permitted by the provisions of these Terms. Flat will use commercially reasonable efforts to attempt to remedy errors in performance of the Private Label Site, which is Flat’s sole and exclusive obligation and Company’s sole and exclusive remedy for any such errors.
2. Revenues; Payments; Fees; Other Expenses.
2.1 Payments. Company will pay Flat a one-time fee for upload of Company Content and Company Data for each year of the subscription Term in the amount of Flat’s then-current pricing. All fees are nonrefundable. Flat may suspend access to and provision of the Private Label Site in the event of any late payments.
2.2 Other Expenses. Each party will bear its own expenses, unless the parties mutually agree otherwise in writing prior to such expense being incurred.
3. Warranties and Disclaimers.
3.1 Flat and Company each warrant to the other that it has the right to enter into this agreement and perform its obligations under these Terms.
3.2 Company represents and warrants that Flat’s use of the Customer Contacts as set forth in these Terms does not and will not violate any applicable consumer data privacy or protection laws, including without limitation CAN-SPAM.
3.3 FLAT MAKES NO GUARANTEE OR REPRESENTATION AS TO THE NUMBER OF CUSTOMERS THAT WILL ACTIVATE OR USE THE PRIVATE LABEL SITE.
3.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL INFORMATION, TECHNOLOGY AND SERVICES AS PROVIDED BY EACH PARTY, INCLUDING WITHOUT LIMITATION THE FLAT TECHNOLOGY AND THE PRIVATE LABEL SITE, ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE WITH RESPECT TO SUCH INFORMATION, TECHNOLOGY AND SERVICES. ADDITIONALLY COMPANY ACKNOWLEDGES AND AGREES THAT FLAT IS NOT AND WILL NOT BE RESPONSIBLE FOR THE UNAVAILABILITY OF THE PRIVATE LABEL SITE DUE TO (I) OUTAGES CAUSED BY THE FAILURE OF PUBLIC NETWORKS OR COMMUNICATIONS COMPONENTS, (II) ERRORS IN HTML CODING IN FILES AND/OR MATERIAL PROVIDED BY THE COMPANY, OR (III) OTHER CAUSES OUTSIDE OF FLAT’S CONTROL.
4. Proprietary Rights. Company acknowledges that, as between the parties and except for the Company Content as provided by Company, Flat owns (i) all right, title, and interest in and to all components of the design, features, functionality, technology, platform, software and services that are on, in, or offered in connection with the Flat Site and the Private Label Site (“Flat Technology”), including any updates, upgrades, or modifications to the same and (ii) all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic (“Intellectual Property Rights”) contained in the Flat Technology. Company acknowledges and agrees that it will have no access to or otherwise receive any Flat Technology or access or license to the same or any Flat Intellectual Property Rights. Flat acknowledges that, as between the parties, Company owns all right, title and interest in and to the Company Content and any Intellectual Property Rights contained therein.
5. Term and Termination of Agreement; Exclusivity.
5.1 Initial Term; Renewal Terms. Unless terminated earlier as provided below, these Terms are effective for a period of one (1) year beginning on the Effective Date (“Initial Term”), and will automatically renew for successive periods of one year (each a “Renewal Term”) unless either party gives written notice of its intent not to renew no later than thirty (30) days prior to the end of the Initial Term or any Renewal Term. The Initial Term and any Renewal Term is collectively be deemed the “Term”.
5.2 Termination. Either party may terminate these Terms for cause if the other party materially breaches a provision of these Terms and such breach is not cured within thirty (30) days of the receipt of written notice from the non-breaching party. Flat may terminate these Terms for convenience with ninety (90) days written notice. Sections 5 through 10 survive any termination or expiration of these Terms.
5.3 Exclusivity. During the Term, Company will neither (i) divert traffic from Company’s website to a substantially similar site as the Private Label Site nor (ii) enter into an agreement with another party which diverts traffic from Company’s website to a substantially similar site as the Private Label Site.
7.4 Effect of Termination. Upon termination or expiration of these Terms, Flat will cease making the Private Label Site available to Company and its Customers. Flat will notify all Customers of such termination or expiration and communicate with each such Customer to notify such Customer of the disassociation of their Flat account from the Private Label Site, and the availability of all Customer data within the Flat Site.
6. Confidential Information; Customer Contacts.
6.1 Confidential Information. Each party acknowledges that it may obtain certain valuable information regarding the services, products and business of the other party during the course of these Terms, including but not limited to, product and service information, pricing, missions, strategies, and other non-public materials and information regarding the other party’s business operations, whether or not it is marked or designated by such party as “confidential” or “proprietary” at the time of disclosure (the “Confidential Information”). Notwithstanding the foregoing, “Confidential Information” specifically excludes (i) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no breach of these Terms; (ii) information that is known to either party without restriction, prior to receipt from the other party under these Terms, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party; (iii) information that either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and itself not under any obligation to keep such information confidential; and (iv) information independently developed by either party’s employees or agents provided that such party can show that those same employees or agents had no access to the Confidential Information received hereunder. Each party must at all times keep and maintain the confidentiality of all Confidential Information of the other party and may not use the Confidential Information of the other party except as expressly permitted hereunder or disclose any Confidential Information of the other party to any third party. Notwithstanding anything in these Terms, either party may disclose the general existence and nature of these Terms, but may not disclose the specific terms of these Terms without the prior written consent of the other party. In the event the disclosure of Confidential Information is required under a lawful order of a court or governmental body, each arty agrees to promptly notify the other party and to provide the other party with a copy of the order and reasonably cooperate in efforts to prevent disclosure. The provisions of this Section will survive the expiration or termination of these Terms.
6.2 Customer Contacts. All Customer Contacts obtained from Company may be used by Flat as set forth herein. All data obtained by Flat from a Customer will be subject to Flat’s Privacy Policy and Flat is and will be the data controller for all such Customer data. Flat has no obligation to disclose such Customer data to Company to the extent such disclosure conflicts with Flat’s Privacy Policy.
7. Indemnification. Company will indemnify, defend and hold Flat harmless against any claims or actions brought by a third party, and will pay any and all damages, expenses and costs (including, but not limited to, attorneys fees) incurred by Flat in relation to such claim or action, based upon (a) any claim that the Company Content or Customer Contacts, or the use of the same by Flat as contemplated herein, infringes or otherwise violates any applicable law (including without limitation CAN-SPAM or any other data privacy law) or any third party privacy, patent, trademark, copyright, or trade secret right, or (b) any dispute between Company and any of its Customers, provided that Flat: (i) promptly notifies Company in writing of any such claim; (ii) gives Company full authority and control of the negotiation, settlement and defense of the claim (provided Company obtains Flat’s prior written approval over any settlement or consent judgment that materially impacts Flat, which approval may not be unreasonably withheld); and (iii) reasonably cooperates with Company in the defense of such claims, including providing adequate assistance and information, all at Company’s expense.
8. Limitation of Liability. EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTIONS 6 AND 7, NEITHER PARTY SHALL BE LIABLE NOR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE FEES PAID TO AND DUE TO PARTNER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION, (II) FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING FOR BUSINESS INTERRUPTION OR ANY LOSS OF REVENUE OR PROFITS); OR (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA
9. Publicity. Prior to the release, distribution or publication of any publicity material which describes the parties’ relationship or the Private Label Site, the parties must have the opportunity to review and pre-approve in writing the content of any such publicity.
10. General.
10.1 Force Majeure. Neither party will be responsible for any failure to perform its obligations under these Terms (excluding Company’s payment obligations) and will not be liable for any delay in whole or in part, if such failure is caused by acts of God, war, terrorism, labor strike, revolutions, lack or failure of transportation facilities, fire, flood, earthquake, epidemic, explosion, storm, severe weather, earth slides, freight embargo, fuel or energy shortage, loss of power or heating, ventilation, telecommunication, and/or air conditioning (HVAC) interruption, riot or public discord, civil disturbance, takings, condemnation, laws or governmental acts, orders or regulations or other causes which are beyond the reasonable control of such party. Each party will use commercially reasonable efforts to notify the other party of any cause or event that is the subject of this Section within three (3) days after its occurrence.
10.2 Independent Contractor. For all purposes of these Terms each party is an independent contractor and not a partner, joint venturer, or agent of the other and may not bind nor attempt to bind the other to any contract.
10.3 Notices. All notices under these Terms must be in writing, and will be deemed given when personally delivered, when sent by confirmed fax, or three days after being sent by prepaid certified or registered U.S. mail to Flat at the following address or such other address as Flat last provided Company by written notice: 322 S. Michigan Ave, Attn: Chief Executive Officer, Chicago, IL 60604. All notices to Company will be sent to the addresses and contacts as provided by Company at registration, unless otherwise updated by Company.
10.4 Assignment. Neither party has any right or ability to assign, transfer, or sublicense any obligations or benefit under these Terms without the written consent of the other (and any such attempt will be void), except that a party may assign and transfer these Terms and its rights and obligations hereunder to any third party that is the successor-in-interest to all or substantially all of the assets and liabilities of the party.
10.5 Waivers. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights. It is the intention of the parties that these Terms be controlling over additional or different terms of any purchase order, confirmation, Statement of Work, invoice or similar document, even if accepted in writing by both parties, and that waivers and amendments will be effective only if made by non-pre-printed agreements clearly understood by both parties to be an amendment or waiver.
10.6 Severability. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of these Terms and all past dealing or industry custom. No changes, modifications, or waivers are to be made to these Terms unless evidenced in writing and signed for and on behalf of both parties. In the event that any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force and effect and enforceable.
10.7 Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Illinois without regard to the conflicts of law provisions thereof. The parties hereby consent to the exclusive jurisdiction and venue in the state and federal courts in Cook County, Illinois. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys fees.
10.8 Headings. Headings herein are for convenience of reference only and in no way affect interpretation of the Agreement.
10.9 Entire Agreement. These Terms together with any posted policies and notices constitute the entire agreement with respect to the subject matter set forth above. Any amendment of these Terms must be in writing and signed by both parties.
