Houzz Pro Services Agreement
Terms and Conditions

1. Definitions. Capitalized terms shall have the meaning set forth below or as otherwise defined in this Agreement.

1. "Ad Content" means advertising materials generated using Customer Content placed in standard templates for publication on the Houzz Platform.
2. "Administrator" means the individual designated as an administrator for Customer's account on the Houzz Platform.
3. "Agreement" means the Houzz Pro Services Agreement between Customer and Houzz, including these Terms and Conditions.
4. "Analytics" means data analytics regarding engagement with Customer Content and Ad Content on the Houzz Platform, including analytics about clicks and impressions. Analytics are accessible through a dashboard on the Houzz Platform.
5. "Brand" has the meaning set forth in Exhibit A, Section 3(a).
6. "Business Management Services" means the tools that allow Customer to manage its day-to-day business and workflows, prospective and current clients, and third party vendors.
7. "Call Tracking" means a Marketing Service that allows Customer to track, record, and manage call recordings through the Houzz Platform. Call Tracking or some of its features may not be available depending on your location.
8. "Customer" or "you" means the business that is purchasing the Services from Houzz.
9. "Customer Business Data" means the information associated with your business and workflows, including, without limitation, your Proposals, Invoices, To-Do Lists, Schedules, Change Orders, Time and Expense Tracking, Roomboards and Tear Sheets or other similar proprietary information associated with your business.
10. "Customer Content" means all information, content and materials made available or submitted by Customer to Houzz or through the Houzz Platform for use on the Houzz Platform, including all content and materials for use in connection with Ad Content, a Site Designer Website, Pro Minute or Pro Spotlight.
11. "Customer Personal Data" means the Personal Data of Customer and its employees as well as User Data.
12. "Effective Date" means the date this Agreement is signed by Customer.
13. "Email Services" means Houzz providing Customer with a third party email service such as GSuite (including any ancillary services included as part of that third party email service).
14. "EU Data Protection Law" means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to (i).
15. "Go-Live Date" means, with respect to a Service, the first day on which such Service is first provided or otherwise made available to Customer.
16. "Houzz" or "we" or "our" means Houzz Inc.
17. "Houzz Content" has the definition set forth in Section 6(b).
18. "Houzz Platform" has the definition set forth in Exhibit B.
19. "Houzz Privacy Policy" means the Privacy Policy for the Houzz Platform, which is available for review as described in Exhibit B.
20. "Houzz Terms of Use" means the Terms of Use for the Houzz Platform, which is available for review as described in Exhibit B.
21. "Initial Term" has the meaning set forth in Section 5(a).
22. "Marketing Services" means any advertising and marketing services provided by Houzz or through the Houzz Platform, which may include profile enhancements, sponsored ad placements and receiving leads from our "Project Match" tool, “Additional Leads Pool” or similar features.
23. "Minimum Standards" means the minimum amount of quality content that is needed in order for Houzz to deliver Ad Content.
24. "Model Clauses" means the Standard Contractual Clauses for Controllers (as that term is defined by EU Data Protection Law) set out in Exhibit C.
25. "Personal Data" means any data relating to an identified or identifiable natural person or is deemed personal data or personally identifiable information under applicable laws.
26. "Pro Minute" means an approximately 60-second video about Customer for which Houzz or its service provider provides the video shoot and video editing Services.
27. "Pro Profile" means a Houzz Professional profile on the Houzz Platform.
54. "Pro Spotlight" means a story about you created by a Houzz writer that is displayed to an audience of users in the sub-metros you have ordered and that is placed on your Pro Profile. Each Pro Spotlight will be identified as "sponsored" or a similar designation.
81. "Renewal Term" has the meaning set forth in Section 5(a).
108. "Service Content" means the content created by or on behalf of Houzz in connection with providing Customer a Service.  Service Content includes Ad Content.
135. "Service Term" means, with respect to a Service, 12 months after the Go-Live Date for such Service or another period agreed in writing between you and an authorized Houzz representative and detailed in the Houzz Pro Services Agreement.
162. "Services" means the services provided by Houzz to Customer under this Agreement or ordered by Customer under this Agreement as further described in Exhibit A.
189. "Site Designer Website" means a website displaying content from Customer's Pro Profile and any other Customer Content included by or on behalf of Customer into standard Houzz web templates with hosting managed by Houzz.
216. "Team Member" means an individual provided with access and use of Customer’s account on the Houzz Platform by an Administrator.
243. "Term" has the meaning set forth in Section 5(a).
270. "Third Party Services" has the meaning set forth in Section 2(d).
297. "User Data" has the meaning set forth in Section 3(d).
324. "Website Services" means Houzz providing Customer a Site Designer Website or Houzz providing Customer with tools to build a Site Designer Website and which may include Email Services.

2. Services.

1. Scope of Services.
1. Subject to the provisions of this Agreement, Houzz will provide the Services ordered by Customer under this Agreement. The Minimum Standards that you need to meet in order to receive the Marketing Services are available here.
2. During the Term of this Agreement, Customer may access and use the Services. Houzz may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Houzz Platform and the maximum storage space that will be allotted to Customer.
3. If Customer is purchasing the Services for use by an entity or another business, Customer agrees that Customer has the authority to bind such entity or business to this Agreement and both Customer and such entity or business are jointly and severally liable for Customer's obligations under this Agreement.
4. Houzz may, but has no obligation to, monitor access to or use of the Services or Customer Content or to review or edit any Customer Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements.
5. Unless specifically included with the Services, Houzz is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
2. Customer Data.
1. Personal Data collected with respect to Customer will be handled by Houzz in accordance with the Houzz Privacy Policy, which is incorporated into this Agreement by reference. Customer agrees that Houzz may access Customer's Pro Profile and Site Designer Website on behalf of Customer in order to provide feedback to Customer, to improve your Pro Profile and Site Designer Website based on Houzz's reasonable discretion or experience and at Customer's direction or with Customer's approval, to assist Customer with the Pro Profile and Site Designer Website. Houzz may also access other information and content related to Customer in order to provide the Services, understand Customer's experience with the Services and Houzz Platform, to provide feedback and assistance to Customer, and to improve and customize the Services and Houzz Platform. Such information and content accessed by Houzz may include Analytics, Customer Content, call recordings made pursuant to the Call Tracking feature and communications sent to and from Customer using the Houzz Platform. Houzz limits the access to Customer Business Data on a need-to-know basis (by policy or technical controls) for the uses identified in the Houzz Privacy Policy.
2. If and to the extent Houzz and/or its affiliates transfers (directly or via onward transfer) Personal Data that is protected by EU Data Protection Law and/or that originates from Switzerland and/or the United Kingdom in or to any country or recipient not recognized by the European Commission as providing an adequate level of protection for personal data (as described in EU Data Protection Law), Houzz and/or its affiliates will transfer such data in accordance with the Standard Contractual Clauses available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX&locale=sv (as amended, superseded or updated from time to time).
3. In the event, that the Customer is established in the EEA, Customer agrees (i) the Standard Contractual Clauses set forth in Exhibit C form an integral part of this Agreement, and (ii) Houzz and/or its affiliates (as applicable) shall be the “data importer” and Customer (and/or its affiliates) shall be the “data exporter” (notwithstanding that Customer may be located outside the European Economic Area, Switzerland and/or the United Kingdom).
3. Changes. The Houzz Platform and the content therein are subject to change at Houzz's discretion. The Houzz Platform and Services are dynamic in nature and Houzz may, in its discretion, change certain aspects of the Services, including sub-metros for Marketing Services, format, content, placement, design, timing, related features, and methodologies. Houzz also may provide you certain features as part of your Services for a limited promotional or beta test period.
4. Third Party Integrations. Certain aspects of the Services may integrate with third party applications or services ("Third Party Services"). Houzz does not operate, control, approve nor endorse any of the Third Party Services, including their availability or accuracy. Your use of Third-Party Services is subject to the terms and policies established by third parties governing their use. Houzz is not responsible for any Third Party Services.

3. Customer Responsibilities.

1. Cooperation. Customer will cooperate promptly and reasonably with requests by Houzz representatives related to the provision of the Services (e.g., for your Site Designer Website to be hosted on a third party domain.
2. Pro Profile: Customer agrees to follow the Houzz Professional Profile Policy, available as described in Exhibit B. Customer will provide to Houzz all Customer Content necessary for Houzz to provide the Services in accordance with this Agreement.
1. Customer Content must conform to Houzz's Acceptable Use Policy and Prohibited Products Policy, available as described in Exhibit B.
2. Customer agrees that Customer Content should complement and enhance the Houzz Platform experience for Houzz Platform users generally. Accordingly, Houzz will have the right to provide feedback to Customer for this purpose, as well as the right to refuse to accept any Customer Content or remove from the Houzz Platform any Customer Content that does not in its judgment complement and enhance the Houzz Platform user experience.
3. In the event of Houzz's refusal to accept any Customer Content provided by Customer as set forth in this Section 3, Customer promptly will substitute other Customer Content reasonably acceptable to Houzz.
4. Notwithstanding any feedback, acceptance or refusal of Customer Content, Customer shall remain responsible for all Customer Content and all Service Content approved by Customer.
3. Team Members. Customer shall be responsible for the acts or omissions of any person who accesses Customer’s account on its behalf, including its Administrators and Team Members. Customer shall be responsible for all activities that occur under Customer’s account including by Customer, Customers Administrators or Customer’s Team Members. Access to the Services is limited to the number of team members detailed in this Houzz Pro Services Agreement. Additional Team Member seats can be purchased by upgrading to the next pricing tier.
4. Personal Data. To the extent that Customer receives Personal Data through the Houzz Platform ("User Data"), Customer may use the User Data only for the intended purpose for which it was provided, i.e. to respond to the applicable person in a timely manner or as otherwise authorized by the User. Customer shall protect the confidentiality of User Data and use appropriate security safeguards to protect User Data against unauthorized or unlawful processing and against accidental loss, destruction, alteration, disclosure of or access to User Data. Customer may share such User Data only to the extent authorized by the person to which such Personal Data relates or to Customer's sub-contractors, provided that Customer is responsible for ensuring the subcontractors' compliance with this provision. Without limiting the foregoing, Customer shall not sell User Data. Customer will ensure that its use of Personal Data is at all times compliant with all applicable laws (including with respect to the period with which it retains Personal Data) and that it honors requests by individuals exercising their rights under applicable law (e.g. with respect to not contacting the individual further, data deletion or data access). If Customer receives any privacy inquiry or complaint from an individual, regulator or other party related to the use of Personal Data, it will promptly inform Houzz of such inquiry or complaint and will cooperate reasonably and in good faith to respond to such inquiry or complaint. If Houzz makes User Data available to you in the form of leads from our "Project Match" tool, “Additional Leads Pool” or similar features, the individuals to which such User Data relates understand that their information will be provided to Professionals that are potentially suitable for their respective projects but Houzz does not represent or warrant that such individuals have agreed to be contacted by Customer.
5. User Disputes. You agree that you are solely responsible for your agreements or interactions with any other user of the Houzz Platform, and we will have no liability or responsibility in connection with such agreements or interactions. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Houzz Platform.

4. Billing and Payment.

1. Amounts Due. Customer agrees to pay for the Services ordered as set forth in this Agreement, plus any applicable fees or surcharges, including any automatically recurring fees, usage-based fees, transaction fees deducted automatically from payments made to you through the Houzz Platform, one-time fees that you may incur, and surcharges for using a payment card. Fees or surcharges for using a payment card will be identified in the Agreement. When you enter this Agreement, you will be charged account set-up costs, which will be applied towards your first month's Service fees. If you have purchased Marketing Services and you do not meet the Minimum Standards (available here) within 90 days, this Agreement will automatically terminate. For clarity, unless otherwise expressly provided in this Agreement, any promotion or discount will apply only during the Initial Term, and any free Services will be provided only so long as Customer is current on payment for all other Services. All sums payable to Houzz under this Agreement are non-refundable unless expressly provided otherwise in this Agreement. Houzz may set off amounts payable by Houzz to Customer against amounts payable by Customer to Houzz.
2. Recurring Billing. Starting on the Effective Date and unless and until this Agreement terminates Houzz has the right to automatically charge your stored payment method for the Services in accordance with the agreed payment schedule as specified in this Agreement. The agreed payment schedule may be for the full amount at the beginning of the applicable Term (as is typically, but not always, the case for the Initial Term) or on a monthly pro rata basis (as is typically, but not always, the case for each Renewal Term). For clarity, if charges precede the Go-Live Date for certain Service Content, the billing period may span different dates than the period during which the Services are provided for such Service Content.
3. Pricing Tier Changes. If your Services include a specific number of Team Members and you exceed the number of Team Members for your pricing tier, your account will automatically be changed to the plan at the next higher pricing tier, and starting with your next billing period, you will be charged the fees for the next higher pricing tier. The agreed upon fees for each pricing tier may be accessed through at least one of the following ways: (i) this Agreement, (ii) your account page in the Houzz Platform, or (iii) advance notice (by email or in product).
4. Payment Method. Houzz has the right to store Customer's payment method. You must promptly update your payment method and related information (for example, a change in your billing address or credit card expiration date) to maintain its accuracy and completeness. We do not have access to information about your payment method, other than your name, the last 4 digits of your payment method or similar abbreviated information and your contact information as required for customer service, but our payment processor may store and update your payment method. We may continue billing your payment method (e.g. credit card) even after it has expired or been updated, to avoid interruptions in your use of the Houzz Platform and for other transactions you authorize through the Houzz Platform.
5. Late Fees. If we are unable to collect any fees from you, we may limit your ability to use the Houzz Platform, and we may collect fees owed using any legal manner without prejudice to any other right or remedy we may be entitled to under these Terms of Use or by law. In the event that Houzz brings any action or suit to collect any fees owed under this Agreement, Houzz will be entitled to recover its costs, including reasonable attorneys' fees, incurred in such collection. Any amounts past due will be subject to a late fee of the lesser of 1.5% per month or the maximum amount permitted by law.
6. Taxes. All consideration to be paid or made under or in connection with this Agreement is exclusive of taxes, duties and levies, including state sales taxes, VAT or GST (collectively, "Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on Houzz's net income. If Houzz has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer based on the Customer's address on file, unless Customer provides Houzz with a valid tax exemption certificate authorized by the appropriate taxing authority. Houzz may begin invoicing and charging such Taxes to Customer at any time, which amount may vary based on changes to the Tax rate or applicability. Any Tax listed on this Agreement is only an estimate and is calculated on the net price. Your invoice will reflect the final total taxes in effect at the time of invoicing and may differ from the amount listed on this Agreement.

5. Term and Termination.

1. Term. The term of this Agreement will start on the Effective Date and will continue until the later of: (i) 12 months from the Effective Date, or (ii) the end of the latest Service Term (the "Initial Term"). Thereafter, all Services initially ordered by Customer shall renew automatically without notice for successive 12-month terms (each, a "Renewal Term") unless either party delivers to the other party written notice of non-renewal at least 30 days before the expiration of the then-current Initial Term or Renewal Term (the Initial Term, together with any Renewal Terms, the "Term"). Customer must email Houzz at pronotices_SE@houzz.com and follow the instructions provided by Houzz in order for Houzz to process the non-renewal notice correctly.
2. Termination by Houzz. In the event of Customer's material breach of this Agreement, Houzz may terminate this Agreement by providing written notice to Customer. For example, one of the reasons Houzz may terminate this Agreement for Customer’s material breach is if Customer violates the Houzz Professional Profile Policy. In such case, Houzz has no obligation to refund any amounts to Customer, and Customer immediately shall pay any additional amounts due to Houzz. This Agreement also may be terminated by Houzz for any other reason by providing Customer 30 days prior written notice. In such case, Houzz will promptly refund Customer any prepaid amounts, on a pro rata basis, for any Services not delivered.
3. Termination by Customer. Customer may terminate this Agreement (a) by electing not to renew in accordance with Section 5(a), or (b) upon 60 days notice to Houzz in the event of Houzz's material breach of this Agreement, provided that Houzz has not cured such material breach within such 60 day period. For clarity, to be effective, all notices under this Section 5(c) must be provided in accordance with Section 10(a).
4. Effect of Termination. In the event of any termination, Customer will immediately cease all access and use of the Services, and Houzz will immediately cease providing the Services. Sections 2(a)(iii), 2(d), 3(d), 3(e), 4, 5(d), 6 through 12 and Exhibit A Sections 1(d)(iii), 1(f)(iii), 2(c), 2(d) and 3(a) will survive expiration or termination of this Agreement. In Houzz's discretion, the Service Content may continue to be published on the Houzz Platform; provided, however, upon Customer's written request, Houzz will not attribute the Service Content to the Customer's name and contact information. Houzz will maintain a copy of the Customer Business Data for 90 days after the expiration or termination of this Agreement. Unless permanent deletion of such data is requested by Customer, Houzz may retain the Customer Business Data for a longer period of time at its discretion. To the extent Houzz has a copy of the Customer Business Data, Customer may request a copy of the Customer Business Data and Houzz will provide a copy of that data to the Administrator for Customer’s account in excel format. If Customer requires a copy of the Business Contact Data in its original format, Houzz reserves the right to charge a fee for such request.

6. Proprietary Rights.

1. Customer Content. Customer owns and retains all right, title and interest to Customer Content, subject to the following license granted to Houzz. Customer hereby grants Houzz and its affiliates, licensees and sublicensees a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up license and right to use, reproduce, process, distribute, transmit, modify, publish, adapt, create derivative works of, publicly display and publicly perform Customer Content (or any portion thereof) in any format, media or distribution method (whether now known or hereafter created) on the Houzz Platform in any manner Houzz deems appropriate or necessary (including for the purpose of providing the Services and to promote the Houzz Platform, Houzz or the Services). Such permission will be perpetual and may not be revoked for any reason, to the maximum extent permitted by law. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in Customer Content. For clarity, Houzz will not make your Proposals, Invoices, To-Do Lists, Schedules, Change Orders, Time and Expense Tracking, Roomboards and Tear Sheets or other proprietary information from your Business Management Services publicly available except at your direction. This Section, including the rights granted by you, does not impact the ownership of your Customer Content. You can find more information about this Section here.
2. Houzz Content and Houzz Materials. Houzz retains all right, title and interest in and to the Houzz Platform, Houzz technology, and any content and information created or made available by Houzz ("Houzz Content"). Except for original Customer Content that may be incorporated into the Service Content, Service Content is considered Houzz Content. Houzz Content may only be used as authorized under this Agreement.
3. Customer Restrictions. Customer may not use Pro Minute, Pro Spotlight, Ad Content or other Houzz Content outside of the Houzz Platform. Customer will not decompile, reverse engineer, disassemble or otherwise attempt to derive the source code for the Houzz Platform or Services and will not use the Houzz Platform in a manner that is not expressly allowed under this Agreement or the Houzz Terms of Use.

7. Representations and Warranties.

Customer represents and warrants to Houzz that: (a) Service Content approved by Customer and Customer Content, and Houzz's use of such Service Content and Customer Content under Section 6(a), does not violate or infringe any intellectual property right, right of privacy, right of publicity, or any other proprietary or personal right of a third party, or constitute false advertising, fraud or misrepresentation, (b) Customer has all necessary rights and authority to grant Houzz the rights granted under this Agreement with respect to Customer Content, (c) Customer Content does not contain content that is obscene, defamatory, libelous, or slanderous, or otherwise harmful to, any person, corporation or other entity, (d) Customer's use of the Services, Houzz Platform, and User Data, Customer's offer and provision of services and products in connection with the Houzz Platform, Service Content approved by Customer and Customer Content do not violate any applicable laws, ordinances, rules or regulations, (e) to the knowledge of Customer, Customer Content does not contain viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines, and (f) Customer will comply at all times with the restrictions set forth in Section 6(c).

8. Indemnification and Defense.

Customer hereby agrees to defend Houzz and its officers, directors, employees, agents, affiliates, distributors, service providers and content providers (collectively, "Houzz Indemnified Parties") from and against all third-party claims, actions, and proceedings ("Claims") arising from Customer's breach of any of its representations and warranties in Section 7 and to indemnify the Houzz Indemnified Parties for all liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) resulting from such Claims. Houzz will notify Customer of any Claim. Customer's counsel defending such Claim will be subject to Houzz's prior written approval, not to be unreasonably withheld. Houzz reserves the right to participate fully in and assume joint control of the defense of any Claim. Settlement of any Claim will be subject to Houzz's prior written approval. Houzz's acceptance or approval of any Customer Content or development of Service Content approved by Customer will not affect Customer's obligations of defense and indemnification.

9. Limitation of Liability; Disclaimer.

1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF THIS AGREEMENT, INCLUDING LOSS OF PROFITS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOUZZ'S AGGREGATE LIABILITY WILL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO HOUZZ DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. NOTHING IN THIS SECTION 9 WILL BE DEEMED TO LIMIT CUSTOMER'S OBLIGATIONS IN SECTION 8.
2. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOUZZ SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HOUZZ SPECIFICALLY DISCLAIMS ANY WARRANTY OR LIABILITY REGARDING THE FOLLOWING: (i) THE NUMBER OF PERSONS OR PERCENTAGE OF A USER POPULATION WHO WILL ACCESS, VIEW OR INTERACT WITH CUSTOMER CONTENT, HOUZZ CONTENT, THE SERVICES OR THE HOUZZ PLATFORM, (ii) SPECIFIC RESULTS OR PERFORMANCE (INCLUDING LEADS, IMPRESSIONS, CLICKS OR REVENUE) CUSTOMER MIGHT OBTAIN FROM THE SERVICES, (iii) THE HOUZZ CONTENT OR THE HOUZZ PLATFORM OR THIRD PARTY SERVICES, AND (iv) THAT THE HOUZZ PLATFORM OR SERVICES PROVIDED UNDER THIS AGREEMENT OR THIRD PARTY SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES ARE PROVIDED "AS IS." HOUZZ DISCLAIMS ALL WARRANTY AND LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IF HOUZZ FAILS TO PROVIDE THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT, THE SOLE LIABILITY OF HOUZZ TO CUSTOMER, AND CUSTOMER'S SOLE REMEDY, WILL BE LIMITED TO, AT HOUZZ'S DISCRETION: (i) A PRO RATA REFUND OF ANY APPLICABLE FEES PAID FOR SUCH SERVICES NOT PERFORMED, OR (ii) RE-PERFORMANCE OF SUCH SERVICES.

10. Communications.

1. Notices. Notices to Customer and Houzz will be provided as follows:
• If to Houzz, to: both pronotices_SE@houzz.com and legal@houzz.com
• If to Customer, to: the address or email shown at the top of this Agreement.

All notices of termination or non-renewal by Customer to Houzz must be provided in the manner described in Section 5(c).

2. Consent to Communications. You agree to receive promotional text messages, calls and pre-recorded messages, any of which may be generated by automatic telephone dialing systems. You are not required to agree to receive these communications as a condition of purchasing the Services. However, as part of the Services, you agree that Houzz and its affiliates may communicate with you for operational purposes via text messages, calls and pre-recorded messages and for operational and promotional purposes via emails and push notifications. Standard text message charges applied by your telephone carrier may apply to SMS we send. If you wish to stop receiving promotional emails or promotional text messages, we provide the following methods for you to opt-out or unsubscribe: (i) follow the instructions we provide in the email or initial text message for that category of promotional emails or text messages, or (ii) opt-out or unsubscribe using your settings.
3. User Communications. If a person with whom you have no business relationship does not affirmatively respond to or is not otherwise receptive to your communications, you agree that you will cease communicating to such person through the Houzz Platform after a reasonable number of outreaches. You understand and agree that you are the sender of, and responsible for, any of your communications through the Houzz Platform, and Houzz is not the sender.

11. Dispute Resolution.

If you have a dispute with Houzz, you agree to contact us through the contacts provided in Section 10(a) regarding your dispute to attempt to resolve the issue informally first by your Houzz representative or as may be escalated to Houzz legal and/or the Houzz leadership team. If we are not able to resolve the dispute informally, then this section will govern any legal dispute that relates to the Houzz Platform or involves our Services.

1. Binding Arbitration. You and Houzz agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Houzz Platform (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Houzz both agree to waive the right to a trial by jury.
2. Class Action Waiver. You and Houzz agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that, in connection with any Dispute, you and Houzz both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Houzz agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person's claims and may not preside over any form of class action proceeding.
3. Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules then in effect (the "AAA Rules"), except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://www.adr.org.)
4. Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
5. Arbitration Location and Procedure. The seat of the arbitration shall be in San Francisco, California unless you and Houzz agree otherwise or the AAA Rules provide otherwise. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Houzz submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.
6. Arbitrator's Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the "Limitation of Liability; Disclaimer" section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant's individual claim.
7. Fees. Each party's responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

12. General Provisions.

1. Relationship of the Parties. The parties to this Agreement are independent contractors. Customer is not an agent, representative or partner of Houzz and has no authority to enter into any agreement to bind Houzz.
2. Controlling Law and Jurisdiction. This Agreement will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to their conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a federal or state court located in San Francisco, California for any actions for which the arbitration provision, as set forth in Section 11, does not apply.
3. Assignment. This Agreement is not assignable in whole or in part by Customer without the prior written consent of Houzz. Houzz may delegate any or all of its obligations under this Agreement. Houzz may assign or transfer this Agreement to any of its affiliates or in connection with a sale of all or substantially all of its assets, restructuring, change of control, merger, acquisition of Houzz, its affiliates or any of their respective businesses. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
4. Waiver. Waiver of rights resulting from breach of any provision hereof will not be deemed to constitute a waiver of rights resulting from any previous or succeeding breach of the same or any other provision. Houzz will not be deemed to waive any of its rights under this Agreement unless expressly waived in a signed writing by Houzz.
5. Relationship to Other Agreements. Customer agrees to comply at all times with the Houzz Terms of Use, which are hereby incorporated into this Agreement. Except for the Houzz Terms of Use and Houzz Privacy Policy, this Agreement constitutes the entire agreement between the parties and supersedes all other agreements, verbal or written, between the parties relating to the subject matter of this Agreement. In the event of a direct conflict between the Houzz Terms of Use, Houzz Privacy Policy and this Agreement, this Agreement controls with respect to the subject matter of this Agreement. In the event of a direct conflict between these Terms and Conditions and any special terms detailed under the heading ‘Special Terms & Notes’ at the beginning of this Agreement (“Special Terms”), the Special Terms will control with respect to the subject matter of such terms. Except for any representations and warranties specifically set forth in this Agreement, in executing this Agreement, neither party has relied on nor relies on any representation or statement made by the other party to this Agreement or any of their representatives or any third parties. Without limiting the foregoing, unless agreed in a writing signed by an authorized representative of Houzz (i.e. Director or Vice President at Houzz), any terms set forth in any purchase order, email, or other documents will be void and have no effect.
6. Modifications. Houzz may modify this Agreement from time to time, with notice given to Customer as provided under Section 10 or published on the Houzz Platform. If such modifications are material and Customer does not agree to such modifications, Customer's exclusive remedy shall be to provide notice to Houzz within 10 days, and Houzz may elect to either continue this Agreement under the unmodified Agreement or terminate this Agreement. This Agreement shall not be modified by Customer except by a written agreement signed by both parties.
7. Press Releases; Use of Houzz Marks. Without Houzz's prior written consent, Customer will not: (i) issue any press releases or public statements concerning Houzz or the Services, including the terms of this Agreement, or (ii) use, display or modify Houzz's trademarks.
8. Force Majeure. Except for payment obligations, neither party will be considered in default due to any delay or failure in performance based on any event or circumstances beyond its reasonable control, including, but not limited to failure of the Internet or related networks, fire, strike, embargo, requirement of governmental, civil or military authority, act of God, or failure of suppliers. When the delaying cause ceases, each party will resume performance, subject to an equitable schedule adjustment if necessary.
9. Electronic Signature. Electronic signature on this Agreement will be deemed valid.

Last modified August 30, 2021