Terms and Conditions

1. Introduction

These Terms and Conditions (the “Terms”), along with any order form or other subscription agreement that expressly references these Terms, govern your subscription to any services, websites, software applications, including, without limitation, applications for mobile devices and/or any other tools, features and functionality offered by HomeSource (together, the “Services”). These Terms shall also apply to the extent you sign-up, register, or otherwise use the Services or access any content or material that is made available through the Services (the “HomeSource Content”). For purposes hereof, “we”, “us”, “our” or “HomeSource” refers to HomeSource, Inc. doing business as HomeSource Systems (formerly known as HomeSource Sub, LLC, The HomeSource, Corp., and Centerspec), and “you” or “your” refers to you as the user of our Service.

You acknowledge that you have read and understood the Terms, accept the terms and conditions therein, and agree to be bound by them. You also agree that you are (1) 18 years of age or older, (2) authorized with the power to enter a binding contract with us and not barred from doing so under any applicable laws, and (3) a resident of a jurisdiction in which HomeSource does business (currently, the United States and Canada). If an individual is accepting these Terms on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to the Terms, in which case the terms “you” or “your” refers to such entity and its affiliates.

You also promise that any registration information that you submit to HomeSource is true, accurate, and complete, and you agree to update it, as necessary, at all times.

2. Changes to the Terms

We reserve the right, in our sole and absolute discretion, to update or change portions of the Terms at any time. When we make material changes to the Terms, we’ll provide you with reasonable notice by sending an email to the last email address you provided and/or by prominently posting notice of the changes. within the Services. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Unless otherwise indicated, all changes will be effective immediately upon posting of such Terms at this location. Your continued access to or use of the Services after we provide such notice, constitutes your acceptance of the changes and consent to be bound by the Terms as amended. Please therefore make sure you read any such notice carefully.

3. Ownership; Your Limited Rights to and Guidelines for Your Use of the Services

The Services and the HomeSource Content are the sole and exclusive property of HomeSource and its licensors. All HomeSource trademarks, service marks, trade names, logos, domain names, and any other features of the HomeSource brand (“HomeSource Brand Features”) are also the sole property of HomeSource. All compilations of data created by HomeSource and included in the HomeSource Content are the sole property of HomeSource. The Terms do not grant you any rights to use any HomeSource Brand Features or the HomeSource Content, whether for commercial or non-commercial use.

The Services and the HomeSource Content are licensed, not sold, to you, and HomeSource and its licensors retain ownership of all copies of the Services and the HomeSource Content, even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of your subscription to make use of the Services and the HomeSource Content (the “License”). This License shall remain in effect until and unless terminated by you or HomeSource.

You promise and agree that you will not copy, redistribute, or transfer the Services or the HomeSource Content. The following is not permitted for any reason whatsoever:

copying, redistributing, reproducing, “ripping”, “screen-scraping”, recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the Services or the HomeSource Content, or otherwise making any use of the Services or the HomeSource Content which is not expressly permitted under the Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Services or the HomeSource Content or any part of it;
reproduce, duplicate, copy, sell, trade, resell or exploit our Services;
reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the Services, HomeSource Content or any part thereof unless permitted by applicable law;
circumventing any technology used by HomeSource, its licensors, or any third party to protect the Services or the HomeSource Content;
violate the restrictions in any robot exclusion headers on in our Services or bypass or circumvent other measures employed to prevent or limit access to our Services;
selling, renting, sublicensing or leasing of any part of the Services or the HomeSource Content;
circumventing any territorial restrictions applied by HomeSource;
manipulating the Services or HomeSource Content by using a script or other automated process;
use any device, software or routine that interferes or attempts to interfere with the normal operation of our Services or take any action that imposes an unreasonable load on our computer or network equipment;
removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the Services (including for the purpose of disguising or changing any indications of the ownership or source of any HomeSource Content);
use any feature of our Services for any purpose that is unlawful, harmful, or otherwise objectionable or inappropriate as determined by us;
providing your password to any other person or entity, or using any other person’s or entity’s username and password; and
“crawling” the Services or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from HomeSource, to collect HomeSource Content or to extract data from our Services, for commercial or non-commercial purposes.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. Furthermore, your connection keys and credentials also protects your integration and/or connection with the Services. You understand that you are responsible for all use of your username and password on and/or connection to and/or through the Services. If your credentials are lost, stolen, or otherwise compromised, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately.

You agree not to use the Services, the HomeSource Content, or any part thereof, in any manner not expressly permitted by the Terms. Except for the rights expressly granted to you in the Terms, HomeSource grants no right, title, or interest to you in the Services or the HomeSource Content. Other non-HomeSource products, services, or company designations on the Services belong to those respective third parties and may be mentioned on our platform for identification purposes only. You should contact the appropriate third party for more complete information regarding such designations and their registration status. Your use of and access to the Services does not grant you any license or right to use any of the marks included on our Services.

4. Rights You Grant Us

In consideration for the rights granted to you under the Terms, you grant us the right to allow the Services to use the processor, bandwidth, and storage hardware on your devices in order to facilitate the operation of the Services. You grant HomeSource a limited, non-exclusive, revocable license to make use of your (a) trademarks, services marks, trade names, logos, domain names, and other brand features in connection with the Services and the HomeSource Content provided to you (“Your Brand Features”) and (b) data which is processed by our Services for purposes of performing the Services.

Furthermore, and in addition to the rights grants above, you unconditionally and irrevocably grant us an assignment of all right, title and interest to data and information related to your use of the Services in an aggregate and anonymized manner including, without limitation, to compile statistical and performance information related to the provision and operation of the Services as well as detailed market analysis. Furthermore, you hereby agree that HomeSource may provide data about your use of the Services as well as the products you offer through the Services to third parties including, without limitation, payment processers, financing companies and similar institutions, other merchants, and the manufacturers of products.

Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in Your Brand Features.

Finally, notwithstanding anything to the contrary, you hereby grant HomeSource the right to announce the existence of a business relationship between you and HomeSource as well as list you (along with your name and logo) as a customer on its website and other marketing and similar materials.

5. Third Party Applications

The Services are integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that HomeSource does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.

The Agreements are not intended to grant rights to anyone except you and HomeSource, and in no event shall the Terms create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Terms are not subject to the consent of any other person.

6. Potential Infringement Related to Content

HomeSource respects the rights of intellectual property owners. If you believe that any HomeSource Content infringes your intellectual property rights or other rights, please notify HomeSource at Attn: Legal, HomeSource, Inc., 40 Lake Center Executive Park, Suite 250, Evesham, NJ 08053-2047, and legal@homesourcesystems.com. If HomeSource is notified by a copyright holder that any Content including, without limitation, any content, data, Your Brand Features or other information provided by you infringes a copyright, HomeSource may in its absolute discretion take actions without prior notification to you or the provider of that Content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to HomeSource with a request to restore the removed content.

7. Service Levels; Technical Difficulties and Service Limitations

HomeSource will use commercially reasonable efforts to make the Services available during the Scheduled Hours of Availability ninety-nine percent (99%) of the time, outside of normal and emergency maintenance windows, calculated on a monthly basis (“Availability Target”). The Services may be unavailable (i) from 9:00 p.m. to 6:00 a.m. of the time zone where Customer is located or (ii) as otherwise mutually agreed to by the parties. The maintenance window schedules are subject to change and HomeSource shall provide Customer with advance notice of any schedule changes, to the extent practical. In the event the Services are unavailable during the Scheduled Hours of Availability for any reason and HomeSource does not reasonably expect the applications to become available and operational again within four (4) hours, HomeSource will endeavor to promptly notify Client. HomeSource is not responsible for any delays or unavailability of the Services due to Customer’s failure to notify HomeSource of the issue, telecommunication lines, internet service providers, use by Customer of non-supported devices or browsers, or other factors outside of HomeSource’s control. For purposes hereof, “Scheduled Hours of Availability” means twenty-four (24) hours a day, 365 days a year subject to the limitations described in the Terms and/or Order.

Certain technical difficulties or maintenance may, from time to time, result in temporary interruptions of the Services. To the extent permissible under applicable law, HomeSource reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand, agree, and accept that HomeSource has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. This section will be enforced to the extent permissible by applicable law. HomeSource and/or the owners of any Content may, from time to time, remove any such Content without notice or liability.

If during any one-month period, the Services are available for less than the Availability Target, Customer may be entitled to a service credit equal to two-percent (2%) of the effective monthly subscription fees paid by Customer for every one percent (1%) the Services are below the Availability Target. In order to be eligible for such credit, Customer must notify HomeSource in writing of such request within thirty (30) days following the month giving rise to such credit. Customer shall not be entitled to any refund or other payment from HomeSource and such credits shall be Customer’s sole and exclusive remedy for any unavailability or HomeSource’s failure to provide the Services.

8. Professional Services.

Each Statement of Work (SOW) shall define the scope of work for a particular project assignment (the “Deliverables”) under the Terms. The applicable SOW, and any specifications agreed to in writing therein by the parties’ authorized representatives shall collectively constitute the complete specifications for the services to be performed by HomeSource and/or you pursuant to the applicable SOW. If either party desires a modification to the Services or Schedule set forth in a SOW, or the addition of out-of-scope work to a SOW, such party shall submit its requested modifications in writing to the other party. The recipient of requested modifications may accept or reject the requested modifications, or present a counter-proposal, in its sole discretion. Changes to a SOW shall be effective only when an authorized representative of each party executes a written amendment to the SOW that sets forth the changes to the Services and any related changes to the schedule and charges (a “Change Order”). HomeSource shall not begin any Change Order work until a Change Order is effective. Unless otherwise agreed upon in an SOW, all Deliverables shall be the sole and exclusive property of HomeSource.

HomeSource may subcontract, delegate or assign any of its obligations or specific project assignments hereunder to its employees, agents, representatives, contractors or subcontractors (collectively, “Personnel”) and HomeSource shall remain fully responsible for the conduct of its Personnel. No subcontracting, delegation or assignment shall release HomeSource from its responsibility for its obligations under this Agreement, and Vendor shall remain fully responsible for the conduct of any such permitted Personnel. HomeSource Personnel used or supplied by HomeSource in the performance of the services hereunder shall remain to be employees, agents, representatives, contractors or subcontractors of HomeSource and under no circumstances are such HomeSource Personnel to be considered employees, agents or representatives of Customer. HomeSource shall have the sole responsibility for payment of their entire compensation, including salary, withholding of income and social security taxes, worker’s compensation, employee and disability benefits and the like, as applicable.

HomeSource warrants that our services will be performed in all material respects in accordance with each SOW and in a professional and workmanlike manner, and we will undertake to correct any work not in compliance with this warranty brought to our attention within ninety (90) days after the later of the date the service was performed or the date the problem was discovered, but in any event we must be notified within one hundred eighty (180) days after the date the service is performed. For custom development services, our warranty will expire thirty (30) days after the date that we designate as the “go live” date for such software, notwithstanding the time periods set forth in the preceding sentence. In addition, our warranty for custom development services applies only to system error issues in software we have developed, commonly referred to as bugs. A system error means any error, problem or defect, which is reproducible by us, that results from an incorrect functioning of the source code developed by us, if such error, problem or defect causes incorrect results or incorrect functions to occur (e.g., the system adds 2 + 2 and the result is 5). Our warranty is not applicable if the problem is caused by (i) any modification, variation or addition to the developed software not performed by HomeSource; (ii) your incorrect use, abuse or corruption of the developed software; (iii) use of the developed software with other software or on equipment with which the developed software is incompatible, or (iv) error conditions that do not significantly impair or affect operation of the developed software.

9. Term and Termination

The term of your subscription to any of the Services shall be governed by the applicable order form or other subscription agreement entered into between you and HomeSource. In the event the applicable order form or other subscription agreement does not expressly state a term, the initial term of your subscription shall be for three (3) years from the signature date on such order form or other subscription agreement and shall automatically renew for successive periods of one (1) year each unless earlier terminated in accordance with the Terms or either party provides the other party with written notice of non-renewal at least sixty (60) days] prior the expiration of the initial term or then-current renewal term.

Notwithstanding the foregoing, HomeSource may terminate your subscription of any of the Services or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services and/or HomeSource Content, non-payment, and/or non-compliance with the Terms. If such an event, you agree that HomeSource shall have no liability or responsibility to you, and HomeSource will not refund any amounts that you have already paid. To learn how to terminate your HomeSource account, please contact us.

10. Fees and Billing Disputes

The initial fees for your subscription to the Services shall be governed by the applicable order form or other subscription agreement entered into between you and HomeSource. You hereby agree and acknowledge that HomeSource may change its pricing for subscriptions as follows: (a) for month to month subscriptions, upon thirty (30) days written notice; (b) for annual subscriptions, upon thirty (30) days written notice but in no event more than once per annual period; (c) for multi-year subscriptions, upon thirty (30) days written notice but in no event more than once per annual period (with the understanding that during the Initial Term of such subscription only, annual increases shall be capped at the greater of CPI or 5%). All pricing changes may be performed via email. Your failure to exercise your right not to renew the Subscription shall be deemed your acknowledgement and agreement with the revised pricing. All charges and fees are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by you hereunder, other than taxes imposed on HomeSource’s income. Payments made via credit card shall be assessed a fee equal to 3% of the amount paid.

If you have a good faith dispute with a fee on your bill, you must (i) pay any undisputed portion of the fee; and (ii) notify HomeSource in writing no later than thirty (30) days after the date of the bill of the disputed charges and submit any documentation or other information to substantiate your claim. You waive any disputes or credits that you do not report within this 30-day period. HomeSource will investigate any disputed fees and will use reasonable efforts to advise you of the results of our investigation within thirty (30) days after HomeSource’s receipt of your notice of dispute.

Failure to pay fees billed (including checks returned for insufficient funds) may result in discontinuance of the Services and/or imposition of a late payment, or a service charge of 1.5% per month for such unpaid charges. You further agree to reimburse HomeSource for any and all collection costs (including attorneys’ fees and costs) incurred by HomeSource or its agents (including any collection agency and/or attorney(s) retained) in pursuing payment from you for any fees not paid in accordance with the Terms.

11. Compliance with Laws

You are solely responsible for ensuring that any and all information, content, or other data provided by you including, without limitation, Your Brand Features as well as all information generated as a result of using the Services is accurate and compliant with all relevant laws and regulations pertaining to your business including, without limitation, consumer, accessibility and advertising laws. You hereby acknowledge and agree that any and all changes or modifications to any Services that you request are subject to additional fees as mutually agreed to in writing including, without limitation, changes that may be necessary in order for you to comply with any laws applicable to your business or use of the Services. You further acknowledge that where HomeSource is involved in the construction and design of your website, we may make recommendations related to its design, development, and maintenance, including implementing a third party ADA website compliance tracker designed to achieve compliance with the Americans with Disabilities Act of 1990. Notwithstanding the foregoing, you are solely responsible for maintaining compliance with the ADA. HomeSource makes no guarantees that your website will be ADA compliant and accessible in all instances, or at all times, and HomeSource will not be liable for any complaints, claims, allegations, arbitrations, or related issues resulting therefrom. You hereby waive, acquit, and forever release, and agree to indemnify, defend and hold HomeSource and its licensors, and their respective affiliates, officers, directors, shareholders, employees and representatives, harmless from and against any and all liabilities, losses or expenses (including attorneys’ fees and costs) directly or indirectly caused by your breach of this provision or your failure to comply with any such laws.

12. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold HomeSource harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of the Terms; 2) any activity in which you engage on or through the Services; and (3) your violation of any law or the rights of a third party.

13. Disclaimers; Remedies

ALL SERVICES AND HOMESOURCE CONTENT ARE PROVIDED “AS IS.” HOMESOURCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HOMESOURCE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR HOMESOURCE CONTENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS INCLUDING ANY LAWS APPLICABLE TO THE SERVICES OR YOUR USE THEREOF, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD PARTY APPLICATIONS AND RELATED DATA ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY APPLICATIONS AND RELATED DATA ARE STRICTLY BETWEEN YOU AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY APPLICATIONS. FURTHERMORE, DESPITE HOMESOURCE’S EFFORTS TO ENSURE YOUR CONTENT AND DATA ARE ACCURATELY INPUT INTO THE SERVICES, SUCH CONTENT AND DATA MAY CONTAIN ERRORS AND OMISSIONS. ACCORDINGLY, HOMESOURCE DISCLAIMS THE ACCURACY AND COMPLETENESS OF ALL CONTENT AND DATA AND IT IS RECOMMENDED THAT YOU CONDUCT YOUR OWN DUE DILIGENCE IN ORDER TO CONFIRM AND ENSURE THE ACCURACY AND COMPLETENESS OF ALL SUCH CONTENT AND DATA.

NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM HOMESOURCE SHALL CREATE ANY WARRANTY ON BEHALF OF HOMESOURCE.

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES AND/OR THE HOMESOURCE CONTENT IS TO UNINSTALL ANY SOFTWARE AND TO STOP USING THE SERVICES AND THE HOMESOURCE CONTENT. WHILE HOMESOURCE ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO HOMESOURCE, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.

14. Limitation on Liability; Time for Filing

IN NO EVENT WILL HOMESOURCE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, HOMESOURCE CONTENT, OR THIRD PARTY APPLICATIONS (OR RELATED CONTENT); (3) ANY AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, HOMESOURCE CONTENT, OR THIRD PARTY APPLICATIONS (OR RELATED CONTENT) IN EXCESS OF THE AMOUNTS PAID BY YOU TO HOMESOURCE DURING THE PRIOR TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER HOMESOURCE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU AGREE THAT ANY CLAIM AGAINST HOMESOURCE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE YOU FIRST KNOW OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; AND YOU SHALL HAVE NO RIGHT TO ANY REMEDY FOR ANY SUCH CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

15. Non-Solicitation of Personnel

Neither you nor any of your affiliates shall directly or indirectly solicit for or offer employment or otherwise induce employment of any HomeSource Personnel or communicate in any manner with such Personnel about offering employment opportunities with any third party, during the Term and for a period of two (2) years after the expiration or earlier termination of these Terms. In the event of any breach of this Section, you agree that you will pay to HomeSource liquidated damages in an amount equal to thirty-five percent (35%) of gross salary and bonuses paid to such HomeSource Personnel in the one-year immediately preceding the solicitation. The parties agree that such liquidated damages are reasonable under the circumstances existing at the time the Terms is entered into for, among other reasons, the fact that, in the event of such a breach by you, it would be difficult to measure the harm to HomeSource from such breach, although the harm would be substantial and irreparable.

16. Entire Agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and HomeSource, the Terms, along with any order form or other subscription agreement that expressly references these Terms, constitute all the terms and conditions agreed upon between you and HomeSource and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

17. Severability and Waiver

Unless as otherwise stated in the Terms, should any provision of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by HomeSource or any third-party beneficiary to enforce the Terms or any provision thereof shall not waive HomeSource’s or the applicable third party beneficiary’s right to do so.

18. Force Majeure

In no event will HomeSource be liable or responsible to you, or be deemed to have defaulted under or breached the Terms, for any failure or delay in fulfilling or performing any obligations under the Terms, when and to the extent such failure or delay is caused by any circumstances beyond HomeSource’s reasonable control (a “Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, pandemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of your subscription to the Services; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.

19. Assignment

HomeSource may assign the Terms or any part of them, and HomeSource may delegate any of its obligations under the Terms. You may not assign the Terms or any part of them, nor transfer or sub-license your rights under the Terms, to any third party without our prior consent which may be withheld in our sole discretion.

20. Governing Law; Exclusive Jurisdiction

The Terms (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the State of New Jersey, United States of America, without regard to choice or conflicts of law principles. Further, you and HomeSource agree to the jurisdiction of the state and federal courts located Camden and Burlington Counties, New Jersey to resolve any dispute, claim, or controversy that relates to or arises in connection with the Terms (and any non-contractual disputes/claims relating to or arising in connection with them). Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Terms or the transactions contemplated hereby.

21. Equitable Relief

you acknowledge and agree that a breach or threatened breach by you of any of your obligations under the Terms would cause HomeSource irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, HomeSource will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Last updated Feb 7, 2024