Houzz Pro Services Terms and Conditions
Effective as of February 15, 2022.
Welcome to Houzz Pro! Houzz Pro is an all-in-one software solution for home design, renovation and construction professionals. Houzz Pro enables builders, designers, and other home professionals to manage their full project life cycle, including attracting and converting new clients, creating estimates, communicating with clients, and handling billing all in one place.
These Houzz Pro Services Terms and Conditions (the “Terms”) apply to your use of the Houzz Pro website and Houzz Pro mobile applications (both the “Pro Platform”), as well as all other related products and services like our advertising or website services (all collectively referred to as our “Pro Services”). These terms are a binding legal agreement between you (“Professional”, “you”, or “your”) and Houzz Inc., its subsidiaries, affiliates, successors or assigns, (together “Houzz”, “we”, “us”, or “our”).
WE ENCOURAGE YOU TO REVIEW THESE TERMS CAREFULLY. THESE TERMS PROVIDE IMPORTANT INFORMATION TO YOU, INCLUDING YOUR AGREEMENT TO RESOLVE ANY DISPUTES BY INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR ANY TYPE OF REPRESENTATIVE ACTIONS. THE TERMS ALSO COVER YOUR AGREEMENT TO GRANT US RIGHTS TO YOUR CONTENT, OUR LIMITATION OF LIABILITY TO YOU AND, IF YOU CHOOSE TO PROVIDE US WITH YOUR PHONE NUMBER, YOUR AGREEMENT TO RECEIVE CALLS AND TEXT MESSAGES FROM US IN ACCORDANCE WITH APPLICABLE LAW.
THESE TERMS ALSO COVER YOUR AGREEMENT TO MAKE FUTURE RECURRING PAYMENTS FOR CERTAIN PRO SERVICES YOU PURCHASE THAT MAY AUTOMATICALLY RENEW.
By accessing or using Pro Services in any way, you are agreeing to these Terms in their entirety. If you do not agree with any portion of the Terms, you may not use the Pro Services. You agree that these Terms are enforceable like any other written agreement signed by you.
1. Changes To The Terms
We may revise these Terms from time to time, including any linked or referenced documents. The most current version of these Terms will govern your use of the Pro Services. If we make material changes to these Terms, we will notify you by email or by posting a notice on the Pro Platform or by other means, to offer you an opportunity to review the changes before they become effective. If you do not agree to the revised Terms, you should stop accessing or using the Pro Services. By continuing to access or use the Pro Services after those changes become effective, you are subject to the new Terms.
Houzz may provide you with Pro Services. Some of the Pro Services are provided free of cost, or for a limited time, or on a trial basis, and others must be purchased. When you purchase or receive certain Pro Services, you may enter into other agreements in addition to these Terms. These other service agreements could be an order form, quotation, sales agreement or something else (each referred to as an “Agreement”). The Agreement may include details about the specific service you purchased like the price, recurring billing cycle, or auto-renewal, and may also reference these Terms. Where there is a direct conflict between an Agreement and these Terms, that outside service Agreement will control.
We grant you permission to use the Pro Services only subject to these Terms and any applicable Agreement. You may not access or use the Pro Services if you are a competitor of Houzz or if we have previously suspended you from the Pro Services or suspended your Account (defined below).
- Advertising Services. “Advertising Services” means any paid advertising and marketing services provided through the Pro Platform, which may include premium features, sponsored ad placements, receiving leads from our “Project Match” tool, “Additional Leads Pool,” or similar features. Before purchasing Advertising Services, you should ensure you meet the “Minimum Standards”. If you purchased Advertising Services and you do not meet the Minimum Standards within 90 days of purchase, Houzz may forfeit your right to receive the Advertising Services and Houzz will have no further obligation to deliver the Advertising Services. Our Advertising Services enable Houzz to target “Ad Content” (Ad Content means advertising materials generated by or on behalf of Houzz using Pro Content (defined below) often placed in standard templates for publication on the Pro Platform) to the users designated by you, for example in designated regions (or sub-metros). While Houzz takes reasonable care in providing the Advertising Services, Houzz does not guarantee that Ad Content will always reach the designated users. Houzz in its reasonable discretion may determine if sponsored or promotional content is Ad Content if it is not reasonably clear from the context. “Pro Content” means all information, content, or materials made available or submitted by Professional to Houzz via any means. Placement and designation of Pro Content and Ad Content will be determined by Houzz and may change from time to time. Houzz may provide you with an estimate of how many impressions, clicks, or contacts, or how much market share you will receive but Houzz cannot guarantee these numbers. You understand that users, automated computers, third parties and Houzz personnel may generate impressions, clicks or leads, and Houzz cannot guarantee that those impressions, clicks or leads reflect genuine interest. Houzz also cannot guarantee that the impressions, clicks or contacts will be uniformly distributed. More information on how Houzz uses Pro Content and Ad Content (including the main parameters for determining the placement or ranking of Pro Content and Ad Content) is available by reaching out to your representative.
- Additional Leads Pool. If you order or receive leads from the Additional Leads Pool, Houzz will make the User Data (defined below) of those leads available to you. You may only use the User Data with respect to those Additional Leads in accordance with these Terms or an applicable Agreement. If you reject any leads, Houzz reserves the right to remove your access to the User Data with respect to those leads.
- Website Services. “Website Services” means any website displaying Pro Content and other content included by or on behalf of you into standard Houzz web templates with hosting managed by Houzz. If you have transferred your non-Houzz website domain to Houzz or requested Houzz to purchase a non-Houzz website domain (“Non-Houzz URL”), Houzz will also renew the registration for the Non-Houzz URL as part of the Website Services. For clarity, Houzz does not clear any trademarks for trademark infringement, and Houzz does not make any representations or warranties regarding whether the website domain infringes the trademark rights of third parties. If you would like Houzz to transfer the Non-Houzz URL back to you, please send a written request to email@example.com. Houzz will initiate transfer of the Non-Houzz URL to the third-party domain provider if you have communicated to Houzz all the information reasonably required by Houzz to complete such transfer, and you have no non-disputed payment amounts past due to Houzz. If you cease to order Website Services, have non-disputed payment amounts past due to Houzz, or these Terms are terminated, Houzz may immediately cease hosting your Non-Houzz URL.
- Email Services. “Email Services” means tools that enable you to send emails and implement email marketing. Email Services may involve Third-Party Services (defined below). If you cease to order Email Services, have non-disputed payment amounts past due to Houzz or these Terms are terminated, Houzz may immediately cease providing Email Services.
- Call Tracking. “Call Tracking” is a marketing service that allows you to track calls through the Pro Platform. Call Tracking or some of its features may not be available depending on your location. If you use the Call Tracking feature, Houzz will mask your phone number and may record information about the call, including the caller, time, and duration. In regions where Call Tracking is available, Call Tracking will automatically be enabled, unless you opt to disable this feature by notifying Houzz in writing at firstname.lastname@example.org at least 48 hours before the feature goes live. Thereafter, you can disable call tracking at any time by going to your Account settings.
- Pro Spotlight. “Pro Spotlight” is a story about you, written by the Houzz Pro Spotlight team, that is available on your Pro Profile and may also be displayed to an audience of users. Each Pro Spotlight will be identified as "sponsored" or a similar designation. “Pro Profile” refers to your professional profile on the Pro Platform. If you purchase or receive a Pro Spotlight, you may be required to complete a questionnaire, interview, and/or provide certain Pro Content for use in creating the Pro Spotlight. While you will have input, Houzz will have final editorial control over the content of the Pro Spotlight. Placement and designation of the Pro Spotlight will be determined by Houzz and may change from time to time. Houzz does not guarantee a particular number of Pro Spotlight views, impressions, clicks, or leads.
- Photography Services. “Photography Services” means professional photography of your project taken by a Houzz photographer or a third party photographer (“Outside Photographer”) during a period of time (“Photoshoot”) to make photos of your project (“Photos”) available to you. You understand and agree that you must redeem your Photoshoot within the then-current Term (defined below) in which the Photoshoot was purchased or received. If you do not redeem your Photoshoot within the applicable Term, then except as otherwise agreed in writing by Houzz, you will forfeit your right to receive the Photoshoot and Houzz will have no further obligation to deliver Photos or reimburse you for any Photoshoot. To the extent permitted by applicable laws, any amounts paid for a Photoshoot are non-refundable. Furthermore, a photoshoot will only be made available to you if you have no payment amounts past due to Houzz. You understand and agree that to the extent you provide any Personal Data (defined below) to Houzz of homeowners or other individuals (for example, to schedule a Photoshoot), you represent and warrant that you have all rights and permissions necessary to provide such information to Houzz. Subject to your compliance with these Terms and any applicable Agreement, including without limitation any payment obligations and subject to the assignment to Houzz by such Outside Photographer, Houzz will assign those rights received from Outside Photographers in all Photos. You acknowledge and agree that Houzz may upload your Photos to your Pro Profile. If your Photos are uploaded or submitted to the Pro Platform by you or on your behalf (including by Houzz or by an Outside Photographer), you grant Houzz a worldwide, perpetual, irrevocable, royalty-free, fully paid up, transferable, and fully sublicenseable (through multiple tiers of sublicensees) license to reproduce, process, distribute, transmit, modify, publish, adapt, create derivative works of, publicly display and publicly perform and fully exploit such Photos in accordance with these Terms. You are responsible for obtaining all rights and clearances necessary for the Photos prior to the Photoshoot. In connection with the Photography Services, you irrevocably grant to Houzz or the Outside Photographer, as applicable, the right and permission to photograph, film, or otherwise record your name, voice, and likeness, as well as any home, business, real estate or personal property that you make accessible to Houzz. You also represent and warrant that you have all permissions and releases necessary to photograph at the designated location(s) or otherwise appearing in the Photos and any persons, objects, goods, and products appearing in the Photos. If a Photoshoot is canceled or rescheduled a fee may be charged in accordance with these Terms or an Agreement.
- Professional Documents. The Pro Services may allow you to create renderings, mood boards, floor plans, estimates, proposals, invoices, change orders, contracts, and other similar business documents (collectively “Pro Documents”). These Pro Documents can be made available for review and signature (including e-signature) to your vendors, sub-contractors, customers, clients, potential clients or similar individuals or businesses (collectively “Clients”). You are responsible for any Pro Documents and delivering to your Clients any services or materials purchased on their behalf.
- Payment Processing Services. Houzz may provide tools that enable Clients to transact with Professionals (“Payment Processing Services”). As a condition of our enabling Payment Processing Services, you represent and warrant that the information you provide to us in connection with transactions made in relation to Pro Services (“Payment Information”) is accurate and complete at all times. Furthermore, you represent and warrant that your use of Pro Services does not violate any applicable laws to which you are subject. You agree that you are responsible for paying for all purchases made on behalf of your Clients. To the extent that you receive payment from Clients through the Pro Services, payments will be disbursed to you according to certain schedules. Please note that any payments or transactions between you and a Client made via the Pro Platform are facilitated through a third-party payment processor. Houzz does not take custody of such funds, nor can Houzz access such funds.
- Payment Information. Payment Information and other sensitive financial information may not be shared or sent using the Pro Services except via the dedicated methods specifically made available by Houzz for those purposes. You agree that you are authorized to share Payment Information and other information about you, your business, and your transactions with us and our third party payment processors. Please see the Third Party Services (below) for more details.
- Disputes and Repayment Risks. If you are involved in a credit card dispute involving a payment made through or in connection with Pro Services, such as a chargeback, you agree to provide us and our third-party payment processor with all information relevant to the dispute. If any funds are withdrawn from our accounts as a result of the dispute or chargeback, you agree to reimburse us within 48-hours of the date the dispute was initiated. To the maximum extent permitted by applicable law, Houzz may obtain reimbursement of any amounts owed to us by instructing our payment processor to deduct such amounts from your account, deducting from future payments owed to you, reversing any credits to your account balance, charging your credit card, or through any other lawful means, including by using third-party collections services. You authorize Houzz to use any or all of the foregoing methods to seek reimbursement. It is Houzz's business practice to identify and investigate disputed transactions and transactions with repayment risk. Houzz reserves the right to withhold disbursements until Houzz completes investigations of disputed or risky transactions.
- Refunds. If you agree to refund a Client any fees, you are responsible for and will pay us (and we may retain) any transaction costs associated with such refund.
- Fees. There may be fees related to Payment Processing Services made available. Payment processing fees shall be deducted automatically from payments made to you via the Pro Services.
- Trade Program. Any participation in our Houzz Trade Program and Business Program is subject to the Houzz Trade Program and Business Trade Program Terms and Conditions.
- Service Availability. While Houzz may provide prior notice where practicable, you acknowledge and agree that any and all of the Pro Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. Houzz may also provide you with certain Pro Services for a limited, promotional, or trial period only.
- Professional Advice. Houzz does not provide any legal, financial, accounting, or tax services or advice.
- Third Party Services. Certain aspects of the Pro Services may integrate with products or services provided by third parties (“Third-Party Services”). Houzz does not operate, control, approve of, or endorse any of the Third-Party Services, including their security, availability, or accuracy. Your use of Third-Party Services may be subject to the terms and policies of those third parties. It is your responsibility to familiarize yourself and comply with any applicable third-party terms. Houzz is not responsible for any Third-Party Services. Your use and reliance on any Third-Party Service is at your own risk.
3. Professional Responsibilities
- Cooperation. You agree to cooperate promptly and reasonably with requests by Houzz related to the provision of our Pro Services. You recognize that some of the Pro Services cannot be provided without your complete cooperation (e.g., for Website Services or Pro Spotlight) and in those instances you agree to provide Houzz with all the Pro Content necessary for us to provide the Pro Services to you. If you do not provide us with the necessary Pro Content then we may not be able to provide you with the Pro Services.
- Account. You must create an Account and provide certain information about yourself in order to use and access the Pro Services. An “Account” is the digital platform that provides you and others access to your Pro Services. You are responsible for maintaining the confidentiality of any Account username(s) or password(s). You agree to notify us immediately of any unauthorized use of your Account or Pro Services. In some instances, access to your Account may be limited. Houzz reserves the right to monitor Account access and block access to anyone that exceeds the allowable number of persons authorized to access the Account or close the Account in its entirety. If your Account is accessed by a number of persons that exceeds the number of persons allowed to access your Account, Houzz reserves the right to automatically change your plan to a plan that corresponds to the amount of persons that you have accessing your account. That means that starting at the next billing period, you will be charged and will be responsible for paying for the plan that correctly corresponds to the number of persons that are accessing your Account. The number of people allowed to access your account can be found in at least one of several ways: (i) your plan agreement, usually titled Pro Services Agreement, (ii) your Account, or (iii) on our Prices and Plans webpages.
- Pro Content. Professional agrees that any Pro Content should complement and enhance the Pro Services experience for all users generally. Houzz reserves the right to reject, modify or delete Pro Content at any time in its reasonable discretion. In the event of Houzz’s refusal to accept any Pro Content, Professional agrees to promptly substitute other Pro Content reasonably acceptable to Houzz. Notwithstanding any feedback, acceptance, or refusal of Pro Content, you remain responsible for all Pro Content.
- User Data. You may have access to or receive data through the Pro Services pertaining to others (like other Pro Services users or Clients, referred to collectively as “User Data”). You 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) in accordance with these Terms, and all applicable data protection laws. You 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. Without limiting the foregoing, you shall not sell User Data. You may share such User Data only to the extent authorized by the person to which such data relates provided that you are and remain responsible for ensuring compliance with this provision and all applicable laws. You will ensure that your use of User Data is at all times compliant with all applicable laws (including with respect to the period with which you retain it) and these Terms and that you honor requests by individuals exercising their rights under applicable law (e.g. with respect to not contacting the individual further, data deletion or data access etc.). If you receive any privacy inquiry or complaint from an individual, regulator or other party related to the use of User Data, you 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, for example, in the form of leads from our "Project Match" tool, “Additional Leads Pool” or similar features, Houzz has informed the individuals to which such User Data relates that their information will be provided to you for such purposes. You acknowledge that such individuals may withdraw their consent at any time, and you agree that you are responsible for complying with local laws relating to contact and consent.
- Communications with Clients. All communications with Clients must comply with applicable laws. If Clients don’t affirmatively respond to or are not otherwise receptive to your communications, you agree that you will cease communicating to such Clients. You understand and agree that you are the sender of, and responsible for, any of your communications through the Pro Services and Pro Platform, and Houzz is not the sender of your communications. It is your responsibility to comply with all applicable laws, including all opt-out and unsubscribe requests.
- User Disputes. You agree that you are solely responsible for your interactions or agreements with any other user of Houzz, the Pro Platform, the Pro Services, or Clients. Houzz has no liability or responsibility in connection with such interactions or agreements. We reserve the right, but have no obligation to become involved in any complaints, disputes, or disagreements between you and any other user of Houzz, the Pro Platform, the Pro Services, or Clients.
- Reviews. You understand and acknowledge that Houzz allows Clients and other users to post content about your business, including ratings and reviews. You agree that you will not, or will not assist, incentivize, encourage, or enable others to post any fake or defamatory reviews, post on behalf of a Client or other party, trade reviews with other users or Clients, or compensate someone or be compensated to post, refrain from posting, or remove a review. You understand and acknowledge that Houzz may employ automated software in an effort to showcase the most reliable and useful reviews while displaying other reviews less prominently. You understand and acknowledge that while Houzz tries to identify and suppress potentially less helpful reviews, Houzz may sometimes suppress legitimate reviews or fail to detect illegitimate reviews. You understand and acknowledge that any purchase of any paid features from Houzz will not allow or enable you, directly or indirectly, to alter reviews or impact whether reviews appear.
4. Billing and Payment
- Amounts Due. If you make a purchase of any Pro Services, you agree to pay for those purchases as set forth in these Terms as well as any other applicable Agreement. For example, if you pay for a Houzz Pro plan, you may receive an Agreement at the time of purchase (usually titled Pro Services Agreement) with details about the specific plan you purchased including the amounts due, applicable promotions, term, automatic renewals, and recurring billing. You agree that your purchase may be subject to additional fees or surcharges including but not limited to: recurring fees, usage-based fees, transaction fees deducted automatically, one-time fees, account-set-up fees, and surcharges for using a payment card.
- Promotions and Discounts. For clarity, unless otherwise expressly provided, any promotion or discount will only apply during the Initial Term for which the promotion or discount is applicable. Unless otherwise expressly provided the “Initial Term” is a 12-month period beginning on the date of purchase. Any free services provided in conjunction with a paid service will be provided only so long as you do not have payment amounts past due to Houzz.
- Non-Refundable. To the maximum extent permitted by applicable laws, all amounts payable to Houzz are non-refundable unless expressly provided otherwise. Houzz may set off amounts payable by Houzz to you against amounts payable by you to Houzz.
- Recurring Billing. For any paid Pro Services Houzz can automatically charge your stored payment method for the services. IF YOU PAID FOR A HOUZZ PRO PLAN YOUR PLAN WILL RENEW AUTOMATICALLY WITHOUT ADDITIONAL NOTICE FOR SUCCESSIVE 12-MONTH TERMS (EACH, A "RENEWAL TERM”) UNLESS YOU PROVIDE A NOTICE OF NON-RENEWAL AT LEAST 30 DAYS BEFORE THE EXPIRATION OF THE THEN-CURRENT INITIAL TERM OR RENEWAL TERM BY EMAILING PRONOTICES@HOUZZ.COM.
- Price Increase. HOUZZ RESERVES THE RIGHT TO INCREASE THE PRICE FOR THE PRO SERVICES FROM TIME TO TIME. IN THE EVENT OF A PRICE INCREASE, HOUZZ SHALL PROVIDE YOU WITH WRITTEN NOTICE AT LEAST FORTY-FIVE (45) DAYS PRIOR TO THE INCREASE VIA THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT. SUCH CHANGE SHALL NOT REQUIRE ANY ADDITIONAL APPROVAL BY YOU AND WILL GO INTO EFFECT AS LISTED ON THE NOTICE. IF YOU DO NOT ACCEPT THE PRICE INCREASE YOU MUST CANCEL AND CEASE YOUR USE OF THE PRO SERVICES BEFORE THE END OF YOUR THEN-CURRENT TERM. CONTINUED USE OF THE PRO SERVICES AFTER THAT TIME WILL BE TAKEN AS ACCEPTANCE OF THE INCREASED PRICE.
- Payment Method. Houzz has the right to store your nominated 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 may update the information and continue billing your payment method (e.g. credit card) even after it has expired or been updated, to avoid interruptions in the Pro Services and other transactions you authorize.
- Late Fees. If we are unable to collect any amounts owed by you, we may limit your use of the Pro Services. We may collect those amounts owed using any legal manner without prejudice to any other right or remedy we may be entitled to under these Terms or by law. In the event that Houzz brings any action or suit to collect any amounts owed, 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. In the event that these Terms or any Agreement is breached due to non-payment, and then you subsequently pay the amounts due, these Terms and any Agreement(s) shall be automatically reinstated unless Houzz informs you otherwise.
- Taxes. You are 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 you are responsible under this Section, the appropriate amount shall be invoiced to and paid by you, unless you provide Houzz with a valid tax exemption certificate authorized by the appropriate taxing authority. Houzz may begin invoicing and charging such taxes to you at any time, which amount may vary based on changes to the tax rate or applicability. Your invoice will reflect the final total taxes in effect at the time of invoicing and for this reason may differ from the amount listed on an Agreement.
5. Term and Termination
- Term. These Terms will apply as long as you continue to access Pro Services. If you entered into another Agreement with Houzz, that other Agreement may include other details about terms for particular paid services. For example, if you paid for a Houzz Pro plan, it likely commences on the Effective Date (defined in the Agreement you received) and will continue twelve (12) months from the Effective Date. Thereafter the term would automatically renew without additional notice for successive 12-month terms (Renewal Terms) unless you provide notice of cancellation at least 30 days before the expiration of the then-current Initial or Renewal Term.
- Termination by Professional. If you only have a free Account you may terminate these Terms by ceasing to access or use your Pro Services. If you entered into another Agreement with Houzz, that other Agreement may include additional details about termination for the particular services. For example, if you paid for a Houzz Pro plan and wish to terminate that paid plan, your Agreement likely requires you to email Houzz at email@example.com and follow the instructions provided by Houzz in order for Houzz to process the termination.
- Termination by Houzz. In the event of your material breach of these Terms, Houzz may immediately terminate these Terms by providing written notice to you. If Houzz terminates these Terms for your material breach, Houzz has no obligation to refund any amounts to you and you shall immediately pay any additional amounts due to Houzz. These Terms may also be terminated by Houzz for any reason by providing you 30 days prior written notice. In such a case, Houzz will promptly refund you any prepaid amounts, on a pro rata basis, for any Pro Services not delivered.
- Effect of Termination. In the event of any termination of these Terms, whether by you or us, those sections that by their nature are intended to survive termination or expiration of this Agreement shall so survive in full force and effect including but not limited to sections 2(l), 3(b), 3(d), 3(e), 4, 5(d), and 6-19. Furthermore, at Houzz's discretion, Pro Content may continue to be published provided, however, upon your written request, Houzz will not attribute the Pro Content to you by name or contact information. Houzz may, but is under no obligation to keep any data collected from you. If Houzz provides a copy to any data, Houzz reserves the right to charge a fee for such requests, as permitted by applicable law.
6. Intellectual Property and Proprietary Rights
- Pro Content. Professional owns and retains all right, title and interest to Pro Content, subject to the following license granted to Houzz. Professional hereby grants Houzz and its affiliates, licensees and sublicensees a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and fully sublicenseable (through multiple tiers of sublicensees) license and right to use, reproduce, process, distribute, transmit, modify, publish, adapt, create derivative works of, publicly display and publicly perform Pro Content (or any portion thereof) in any format, media or distribution method (whether now known or hereafter created) in any manner Houzz deems appropriate or necessary (including for the purpose of providing the Pro Services and to promote Houzz). 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 Pro Content. This Section, including the rights granted by you, does not impact the ownership of your Pro Content. For clarity, Houzz will not make your Proposals, Invoices, To-Do Lists, Schedules, Change Orders, or Time and Expense Tracking, publicly available except at your direction.
- Houzz Content and Houzz Materials. Houzz retains all right, title and interest in and to the Pro Services, Pro Platform, Houzz technology, and any content and information created or made available by Houzz (together “Houzz Content”). Except for the express licenses set forth in these Terms, there are no other licenses granted to you, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by Houzz.
- Professional Restrictions. You may not use Houzz Content, Pro Minute, Pro Spotlight, Ad Content or other Houzz created content outside of the Pro Services or Pro Platform. You will not decompile, reverse engineer, disassemble or otherwise attempt to derive the source code for the Pro Services or Houzz platform and will not use the Houzz platform in a manner that is not expressly allowed under these Terms.
- Press Releases; Use of Houzz Marks. Without Houzz's prior written consent, You will not issue any press releases or public statements concerning Houzz or the Pro Services, including the Terms, or use, display or modify Houzz's trademarks.
7. Representations and Warranties
- You represent and warrant to Houzz that:
- You have the necessary power and authority to enter into these Terms. If you access the Pro Services on behalf of another entity or business, you represent and warrant that you have the authority to bind such entity or business to these Terms and that both you and such entity or business are jointly and severally liable;
- Houzz's use of Pro Content and Ad Content 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;
- You have all necessary rights and authority to grant Houzz the rights granted under these these Terms with respect to Pro Content;
- Pro Content does not contain content that is obscene, defamatory, libelous, or slanderous, or otherwise harmful to, any person, corporation or other entity;
- Your use of the Pro Services, Pro Platform, User Data, and any offer or provision of services and products in connection with the Pro Platform, does not violate any applicable laws, ordinances, rules or regulations;
- You will comply at all times with the intellectual property restrictions set forth in these Terms; and
- You will not misrepresent your identity or affiliation to anyone in connection with Houzz.
- You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Pro Services to:
- Violate our Terms;
- Create multiple accounts for the same business in the same or different markets, or create accounts for businesses or services that are not supported by the Pro Platform;
- Post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review;
- Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
- Solicit personal information from minors;
- Violate any applicable law;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Pro Services, Ad Content, or Pro Content, except as expressly authorized by Houzz;
- Use any robot, spider, service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Pro Services or any Ad Content, except as expressly permitted by Houzz;
- Reverse engineer any portion of the Pro Services, unless applicable law prohibits this restriction, in which case you agree to provide us with 30 days’ prior written notice by sending an email to firstname.lastname@example.org;
- Record, process, or mine information about Clients or Pro Platform users;
- Access, retrieve or index any portion of the Pro Services for purposes of constructing or populating your own database of business reviews, or potential Clients;
- Reformat or frame any portion of the Pro Services;
- Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on Houzz’s technology infrastructure or otherwise make excessive traffic demands;
- Attempt to gain unauthorized access to the Pro Services, Account, computer systems or networks connected to the Pro Services through hacking, password mining or any other means;
- Use the Pro Services or any Ad or Pro Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
- Use any device, software or routine that interferes with the proper working of the Pro Services, or otherwise attempt to interfere with the proper working of the Pro Services;
- Use the Pro Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Pro Services or Ad Content; or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features, features that prevent or restrict the use or copying of content, or features that enforce limitations on the use of the Pro Services or Pro Platform.
8. Indemnification and Defense
- Indemnification. You hereby agree to fully indemnify, defend, and hold harmless Houzz, its parents, subsidiaries, officers, directors, employees, agents, affiliates, distributors, service providers, partners, licensors, contractors, representatives and content providers (collectively, "Houzz Indemnified Parties") from and against any and all third-party claims, actions, demands, losses, damages, costs (including, without limitation, reasonable attorneys' fees), liabilities, expenses, and proceedings ("Claims") arising out of or relating to (i) your access to or use of the Pro Services, including your Pro Content, (ii) your violation of a material term of these Terms, (iii) your breach of your express representations and warranties provided under these Terms, (iv) any third party products or services purchased or obtained by you in connection with the Pro Services, (v) your products or services, or the marketing or provision thereof to any Client, (vi) any breach or mishandling of data by you, or (vii) the infringement by you, or any third party using your Account, or by the Photos, User Data, or Pro Content of any intellectual property or other right of any person or entity. Your counsel defending such Claim will be subject to Houzz's prior written approval, not to be unreasonably withheld. You agree not to settle any such matter without the prior written consent of Houzz. Houzz will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
9. Limitation of Liability and Disclaimer
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS THE LIABILITY OF HOUZZ TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE PRO SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
- DISCLAIMER OF WARRANTIES. WHILE HOUZZ TAKES REASONABLE CARE TO PROVIDE THE SERVICES TO YOU, THE PRO SERVICES AND AD CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT HOUZZ MAY NOT MONITOR, CONTROL, OR VET YOUR PRO CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE PRO SERVICES IS AT YOUR OWN DISCRETION AND RISK. HOUZZ MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE PRO SERVICES, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE AD CONTENT. ACCORDINGLY, HOUZZ IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY, METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE PRO SERVICES. 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 YOUR ACCOUNT, PRO CONTENT, HOUZZ CONTENT, PRO SERVICES, HOUZZ PLATFORM, OR PRO PLATFORM (ii) SPECIFIC RESULTS OR PERFORMANCE (INCLUDING LEADS, IMPRESSIONS, CLICKS OR REVENUE) YOU MIGHT OBTAIN FROM THE SERVICES, (iii) THE HOUZZ CONTENT OR THE PRO PLATFORM OR THIRD PARTY SERVICES, OR (iv) THAT THE PRO PLATFORM OR PRO SERVICES PROVIDED UNDER THESE TERMS OR THIRD PARTY SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
- THIRD-PARTIES. HOUZZ MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY AVAILABLE ON THE PRO PLATFORM. ACCORDINGLY, HOUZZ IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR CLIENT MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE THIRD PARTIES. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE PRO SERVICES IS AT YOUR OWN DISCRETION AND RISK.
- REMEDY. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE PRO SERVICES OR ANY OTHER GRIEVANCE SHALL BE, WHERE REASONABLY FEASIBLY, OUR RE-PERFORMANCE OF SUCH SERVICES OR YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE PRO SERVICES. IN CASES OF MATERIAL BREACH OF THESE TERMS SUCH TERMINATION SHALL BE WITHOUT PENALTY.
- LIMITATION OF LIABILITY. EITHER PARTY’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EITHER PARTY WILL NOT BE LIABLE TO THE OTHER PARTY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 9 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
- MAXIMUM LIABILITY. EXCEPT FOR YOUR INDEMNITY OBLIGATIONS, A PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY FOR LOSSES OR DAMAGES THAT THE OTHER PARTY SUFFERS IN CONNECTION WITH THE PRO SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF THE AMOUNT PAID, IF ANY, BY YOU TO HOUZZ IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. NOTHING IN THIS SECTION 9 WILL BE DEEMED TO LIMIT YOUR OBLIGATIONS IN SECTION 8.
- Consent. Subject to compliance with applicable laws, 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 Pro Services. However, as part of the Pro Services, you agree that Houzz and its affiliates may communicate with you via text message, call, email, or push notification and pre-recorded messages. 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 device settings.
- Independent Contractors. You are not an agent, representative or partner of Houzz, and you have no authority to enter into any agreement to bind Houzz. Houzz and you are independent contractors as it relates to these Terms.
12. Controlling Law and Jurisdiction
- Choice of Law. These Terms 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 Houzz 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 17, does not apply.
- EEA Residents. If you are a resident of a country located in the EEA, United Kingdom law will govern these Terms, as well as any disputes that may arise between you and Houzz. You agree that any subpoena, third-party discovery request, or other third-party process directed to Houzz must issue from, or be domesticated by, the state or federal courts located within San Francisco County, California and you agree to submit to the jurisdiction of each of these courts for any related proceedings.
- Translation. We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with Houzz and any inconsistencies among the different versions will be resolved in favor of the English version available here.
14. Assignment and Waiver
- Assignment. These Terms are not assignable in whole or in part by you without the prior written consent of Houzz. Houzz may delegate any or all of its obligations under these Terms. Houzz may assign or transfer these terms 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. These Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
- 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 these Terms unless expressly waived in a signed writing by Houzz.
16. Other Agreements
17. Dispute Resolution
- Informal Resolution. If you have a dispute with Houzz, you agree to attempt to resolve the issue informally first by contacting your Houzz representative at email@example.com. If the Houzz representative cannot resolve your issue they may in their reasonable discretion escalate the issue to the Houzz Legal Team and/or the Houzz Leadership Team. If we are not able to resolve the dispute informally, then the below sub-sections will govern any legal dispute that relates to the Pro Services.
- Binding Arbitration. You and Houzz agree that any dispute, claim or controversy arising out of or relating to the Agreement or these Terms or to your use of the Pro 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.
- 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.
- 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.)
- 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.
- 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.
- 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.
- 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.
18. Force Majeure
- 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.
- Severability. In the event that any portion of these Terms is deemed illegal or unenforceable under applicable law, such provision shall be severed and the remainder of these Terms shall be given full force and effect.