Effective starting: October 1, 2025
This Agreement is between Customer and Homewise, Inc ("Homewise", "we", "us", or "our"). "Customer" means the Homeowners Association, Property Management Company, or HOA Board on behalf of which this Agreement is accepted. "Homewise" means Homewise, Inc., which owns and operates the SMS messaging platform for HOA communications.
If you (the person accepting this Agreement) are accepting this Agreement on behalf of an HOA, property management company, or HOA Board, you agree that: (i) you have full legal authority to bind your organization to this Agreement, and (ii) you agree to this Agreement on behalf of your organization.
By clicking on the "Agree" (or similar button or checkbox) that is presented to you at the time of registration, or by using or accessing the Service, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not use or access the Service.
1.1. Service Description. Homewise provides a cloud-based SMS messaging platform ("Service" or "Platform") designed specifically for Homeowners Associations to communicate with their residents, board members, and community stakeholders via text messages.
1.2. Intended Use. The Service is intended exclusively for legitimate HOA communications including but not limited to: community announcements, meeting notices, emergency alerts, maintenance notifications, and administrative updates.
1.3. Scope. This Agreement applies to Customer's use of the Service and related support services. Additional product-specific terms may apply as specified in your subscription plan.
2.1. Permitted Use. Subject to this Agreement and during the applicable Subscription Term, Homewise grants Customer a non-exclusive, non-transferable right to use the Service for HOA communications with residents and community members within Customer's managed properties.
2.2. SMS Messaging Compliance. Customer acknowledges and agrees to comply with all applicable laws and regulations governing SMS messaging, including but not limited to:
(a) TCPA Compliance: The Telephone Consumer Protection Act (TCPA) and all related regulations.
(b) Consent Requirements: Customer must obtain prior express written consent from each recipient before sending SMS messages, except for emergency communications. Customer is solely responsible for obtaining, maintaining, and documenting all required consents.
(c) Opt-Out Mechanism: Customer must honor all opt-out requests promptly. The Service provides automatic opt-out functionality via "STOP" messages, which Customer must not circumvent.
(d) Message Frequency: Customer must clearly disclose expected message frequency to recipients when obtaining consent.
(e) Carrier Fees: Recipients may incur standard message and data rates from their wireless carriers. Customer must disclose this to recipients.
2.3. Restrictions. Customer must not (and must not permit anyone else to):
(a) Use the Service for any purpose other than legitimate HOA communications;
(b) Send spam, unsolicited commercial messages, or marketing messages unrelated to HOA business;
(c) Send messages to individuals who have not provided proper consent or have opted out;
(d) Use the Service to harass, threaten, or send abusive messages to any individual;
(e) Violate any applicable laws, including privacy laws, consumer protection laws, or telecommunications regulations;
(f) Reverse engineer, decompile, or attempt to derive the source code of the Service;
(g) Resell, sublicense, or transfer access to the Service to any third party without Homewise's prior written consent;
(h) Interfere with or disrupt the Service or servers/networks connected to the Service;
(i) Use the Service to transmit malware, viruses, or any harmful code;
(j) Circumvent usage limits or restrictions specified in the subscription plan.
2.4. Data Processing Agreement. The Data Processing Agreement (DPA) available at [link] applies to Customer's use of the Service and forms part of this Agreement. Customer acknowledges that resident phone numbers and message content constitute personal information subject to privacy laws.
3.1. Authorized Users. Customer may authorize individuals ("Authorized Users") to access and use the Service, including but not limited to:
(a) HOA Board Members; (b) Property Managers; (c) HOA Administrative Staff; (d) Community Managers; (e) Other authorized representatives of the HOA.
Customer is solely responsible for: (i) determining who may be an Authorized User, (ii) ensuring all Authorized Users comply with this Agreement, and (iii) all actions taken by Authorized Users through the Service, including all messages sent.
3.2. Account Security. Customer must:
(a) Ensure each Authorized User keeps login credentials confidential and secure; (b) Immediately notify Homewise of any unauthorized access or security breach; (c) Implement reasonable security measures to prevent unauthorized access; (d) Promptly revoke access for any individual who is no longer authorized to use the Service.
Customer is responsible for all activities conducted under its account, whether authorized or unauthorized.
3.3. Usage Limits. Customer's subscription plan specifies the number of Authorized Users and message volume permitted. Customer must not exceed these limits without upgrading the subscription plan.
3.4. Age Requirements. The Service is intended for use by individuals 18 years or older. Customer is responsible for ensuring all Authorized Users meet this age requirement.
3.5. Resident Contact Information. Customer represents and warrants that:
(a) It has the right to store and use all resident phone numbers and contact information in the Service; (b) All contact information provided is accurate to the best of Customer's knowledge; (c) It will promptly update or remove contact information upon request from residents; (d) It will maintain records of consent for all recipients in accordance with applicable law.
4.1. Customer Data. Homewise processes Customer Data, including resident contact information, message content, and usage data, solely to provide the Service in accordance with this Agreement and our Privacy Policy.
4.2. Data Ownership. Customer retains all ownership rights to Customer Data, including:
(a) Resident names, phone numbers, and contact information; (b) HOA property information; (c) Message content created and sent by Customer; (d) Community organizational data.
Homewise claims no ownership rights to Customer Data.
4.3. Security Measures. Homewise maintains an information security program with appropriate physical, technical, and organizational measures designed to:
(a) Protect Customer Data from unauthorized access, destruction, use, modification, or disclosure; (b) Ensure the security, confidentiality, and integrity of SMS communications; (c) Prevent data breaches and security incidents; (d) Comply with applicable data protection and privacy laws.
Our specific security measures are described in our Security Policy available at [link].
4.4. Data Retention and Retrieval.
(a) Message data is retained for [specify period] in accordance with telecommunications regulations and Customer needs; (b) Customer may export contact lists and message history through the Service dashboard; (c) Upon termination, Customer has [30] days to retrieve all Customer Data before it is permanently deleted.
4.5. Prohibited Content and Suspension. Homewise has no obligation to monitor message content. However, if we become aware that:
(a) Customer or Authorized Users are using the Service in violation of this Agreement, applicable law, or third-party rights; (b) Messages contain threatening, harassing, or abusive content; (c) Customer is sending spam or unsolicited messages; (d) Customer's use threatens the security, integrity, or availability of the Service;
Then Homewise may: (i) suspend message delivery, (ii) limit or suspend account access, (iii) remove specific content, or (iv) terminate this Agreement. We will provide notice when practicable, except where immediate action is required to prevent harm or comply with legal requirements.
4.6. Telecommunications Carriers. The Service relies on third-party telecommunications carriers to deliver SMS messages. Homewise is not responsible for:
(a) Message delivery failures due to carrier issues; (b) Carrier filtering or blocking of messages; (c) Network delays or outages; (d) Changes in carrier policies or fees that may affect message delivery.
5.1. Emergency Alerts. The Service may be used for emergency communications to residents regarding urgent HOA matters such as:
(a) Natural disasters or severe weather warnings; (b) Property emergencies (fires, flooding, utility failures); (c) Security threats or safety concerns; (d) Urgent facility closures or hazards.
5.2. Best Efforts Delivery. Homewise will use commercially reasonable efforts to deliver emergency messages promptly. However, Customer acknowledges that:
(a) SMS message delivery is not instantaneous and may experience delays; (b) The Service should be one component of a comprehensive emergency communication plan; (c) Not all residents may receive messages due to phone service issues, opt-outs, or other factors; (d) Homewise does not guarantee delivery of any specific message.
5.3. No Emergency Services Substitute. THE SERVICE IS NOT A SUBSTITUTE FOR 911 OR OTHER EMERGENCY SERVICES. Customer must not rely solely on the Service for life-threatening emergencies and must maintain alternative emergency communication methods.
5.4. Emergency Service Availability. Homewise will use reasonable efforts to maintain Service availability for emergency communications, but does not guarantee uninterrupted access during emergencies or natural disasters.
6.1. Consent Management. Customer is solely responsible for:
(a) Obtaining proper consent from all message recipients before sending SMS messages; (b) Maintaining documentation of all consents in compliance with TCPA and applicable laws; (c) Providing clear opt-in procedures that comply with legal requirements; (d) Disclosing message frequency, purpose, and data rate charges to recipients; (e) Honoring all opt-out requests immediately.
6.2. Compliance with Laws. Customer must:
(a) Comply with all federal, state, and local laws applicable to SMS messaging and HOA operations; (b) Comply with TCPA, CAN-SPAM Act, state privacy laws, and telemarketing regulations; (c) Obtain all necessary approvals from the HOA Board before implementing messaging campaigns; (d) Ensure message content complies with Fair Housing laws and regulations; (e) Not discriminate or send messages that violate residents' rights.
6.3. Accuracy of Information. Customer represents and warrants that:
(a) All resident contact information provided to Homewise is accurate and up-to-date; (b) Customer has authority to store and use the contact information; (c) Customer will promptly update or remove incorrect or outdated information; (d) Customer will immediately remove contact information upon resident request.
6.4. Message Content Responsibility. Customer is solely responsible for:
(a) All message content created and sent through the Service; (b) Ensuring messages are appropriate, accurate, and professional; (c) Verifying information before sending emergency or urgent messages; (d) Avoiding defamatory, discriminatory, or harassing content; (e) Compliance of message content with HOA governing documents and applicable law.
6.5. Prohibited Information. Customer must not (and must not permit Authorized Users to) transmit through the Service:
(a) Protected health information (PHI) as defined by HIPAA; (b) Financial account numbers, credit card information, or social security numbers; (c) Sensitive personal information beyond what is necessary for HOA communications; (d) Information about individual residents' payment delinquencies or personal matters that should remain confidential.
6.6. Service Assessment. Customer is responsible for determining whether the Service meets its requirements and any regulatory obligations related to its HOA operations.
7.1. Third-Party Services. The Service utilizes third-party telecommunications carriers and service providers to deliver SMS messages and provide platform functionality. These third parties are subject to their own terms and policies.
7.2. Third-Party Integrations. Customer may choose to integrate the Service with third-party platforms, applications, or services (e.g., HOA management software, CRM systems, payment platforms). When enabling such integrations:
(a) Customer Data may be shared with the third-party provider; (b) Customer is responsible for reviewing and accepting the third party's terms of service and privacy policy; (c) Homewise is not responsible for the functionality, security, or privacy practices of third-party services; (d) Homewise makes no warranties regarding third-party integrations; (e) Customer uses third-party integrations at its own risk.
7.3. API Usage. If Customer uses Homewise's API to integrate the Service with other systems:
(a) Customer must comply with API documentation and usage guidelines; (b) API access may be subject to rate limits and usage restrictions; (c) Homewise may modify or discontinue API functionality with reasonable notice; (d) Customer must implement appropriate security measures to protect API credentials.
8.1. Support Availability. Homewise provides technical support for the Service as described in the subscription plan and Support Policy available at [link]. Support services may include:
(a) Technical assistance with platform functionality; (b) Troubleshooting delivery issues; (c) Account configuration assistance; (d) Documentation and training resources.
8.2. Support Channels. Support is available through email, support portal, and other channels specified in the Support Policy. Emergency support for critical issues may be available depending on the subscription plan.
8.3. Customer Cooperation. Homewise's ability to provide effective support depends on Customer providing:
(a) Timely and accurate information about issues; (b) Reasonable access to Authorized Users who can describe problems; (c) Cooperation in troubleshooting steps; (d) Information about relevant third-party integrations or customizations.
8.4. Scope Limitations. Support does not include:
(a) Assistance with obtaining resident consent or complying with TCPA; (b) Legal advice regarding HOA operations or communications; (c) Content creation or message copywriting; (d) Support for third-party integrations or services; (e) On-site assistance at Customer's properties.
9.1. Subscription Process. Customer subscribes to the Service by:
(a) Creating an account through the Homewise website; (b) Selecting a subscription plan; (c) Providing payment information; (d) Accepting this Agreement.
9.2. Service Activation. Upon acceptance of Customer's subscription and receipt of payment (or start of trial period), Homewise will provide access to the Service, typically within [24 hours]. Access credentials will be delivered electronically to the email address provided during registration.
9.3. Subscription Plans. Subscription plans differ based on:
(a) Number of Authorized Users; (b) Monthly message volume limits; (c) Number of resident contacts; (d) Available features and functionality; (e) Level of support provided.
The specific terms of each plan are described on the Homewise website and in the subscription confirmation.
9.4. Purchase Orders. No terms of any purchase order or other business form used by Customer will modify, supersede, or supplement this Agreement.
10.1. Subscription Fees. Customer agrees to pay the subscription fees associated with the selected plan. Fees are specified on the Homewise website and in the subscription confirmation email. Fees may include:
(a) Base monthly or annual subscription fee; (b) Per-message fees for usage exceeding plan limits; (c) Fees for additional Authorized Users beyond plan limits; (d) Fees for premium features or add-ons.
10.2. Billing Cycle. Subscriptions are billed:
(a) Monthly or annually, depending on the selected plan; (b) In advance for the upcoming billing period; (c) Using the payment method on file.
10.3. Automatic Renewal. Unless Customer cancels before the end of the current subscription period, the subscription will automatically renew for an additional period of the same duration at Homewise's then-current rates. Customer may cancel auto-renewal through account settings or by contacting support before the renewal date.
10.4. Payment Methods. Customer must provide a valid payment method (credit card, debit card, or other approved method). By providing payment information, Customer authorizes Homewise to charge:
(a) Subscription fees for each billing period; (b) Overage fees for usage exceeding plan limits; (c) Fees for additional services or features; (d) Any applicable taxes.
10.5. Overage Charges. If Customer exceeds the message volume or other limits specified in the subscription plan:
(a) Homewise may charge overage fees at the rates specified in the plan; (b) Customer may be required to upgrade to a higher-tier plan; (c) Homewise may temporarily suspend message delivery until Customer upgrades or the next billing cycle begins.
10.6. Price Changes. Homewise reserves the right to modify subscription fees with at least 30 days' notice. Price changes will take effect at the next renewal period. If Customer does not accept the new pricing, Customer may cancel the subscription before the renewal date.
10.7. Late Payment. If payment fails or is declined:
(a) Homewise will attempt to charge the payment method on file; (b) Customer will receive email notification of the payment failure; (c) Customer has 10 days to update payment information; (d) If payment is not received within 10 days, Homewise may suspend or terminate Service access.
10.8. Refunds. Subscription fees are non-refundable except as specifically provided in this Agreement or required by applicable law. Refunds may be available as described in Section 10.11 (Trial and Money-Back Guarantee).
10.9. Taxes.
(a) All fees are exclusive of federal, state, local, and foreign taxes, duties, tariffs, and similar assessments ("Taxes"). Customer is responsible for all applicable Taxes, except for taxes based on Homewise's net income. Homewise will itemize applicable Taxes separately on invoices.
(b) If Customer is tax-exempt, Customer must provide a valid tax exemption certificate before the first billing date. Without valid exemption documentation, Homewise will charge applicable Taxes.
(c) If Customer is required to withhold taxes on payments to Homewise, Customer must provide Homewise with valid documentation of such withholding.
10.10. Disputes. If Customer disputes any charges, Customer must notify Homewise in writing within 30 days of the charge. Homewise will investigate and respond within a reasonable time. Customer remains obligated to pay undisputed amounts when due.
10.11. Trial and Money-Back Guarantee.
(a) Free Trial: New customers may receive a free trial period as specified during registration. No payment is required during the trial. At the end of the trial, the subscription will automatically convert to a paid plan unless Customer cancels before the trial ends.
(b) Money-Back Guarantee: Within 30 days of the first paid subscription charge, Customer may request a full refund for any reason by contacting support. After 30 days, fees are non-refundable except as required by law or specified in this Agreement.
10.12. Cancellation. Customer may cancel the subscription at any time through account settings or by contacting support. Upon cancellation:
(a) The subscription remains active until the end of the current paid period; (b) No refund is provided for unused time in the current billing period (except as provided in Section 10.11); (c) Access to the Service terminates at the end of the paid period; (d) Customer has 30 days to export data before it is permanently deleted.
11.1. Limited Warranty. Homewise warrants that:
(a) The Service will perform substantially in accordance with its documentation during the subscription term; (b) Homewise will use commercially reasonable efforts to maintain the Service free of viruses and malicious code; (c) Homewise will use industry-standard security practices to protect Customer Data.
11.2. Remedy. If the Service fails to perform as warranted and Customer notifies Homewise within 30 days of discovering the issue, Homewise will use reasonable efforts to correct the problem. If Homewise cannot reasonably correct the issue, either party may terminate the subscription, and Homewise will refund any prepaid fees for the unused portion of the subscription term. This is Customer's sole remedy for breach of warranty.
11.3. No Guarantee of Message Delivery. Homewise does not warrant or guarantee:
(a) That SMS messages will be delivered to all intended recipients; (b) The timing of message delivery; (c) That messages will not be blocked or filtered by carriers; (d) That the Service will be uninterrupted, error-free, or available at all times; (e) That the Service will meet Customer's specific requirements or expectations.
11.4. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOAMSTEAD DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:
(a) IMPLIED WARRANTIES OF MERCHANTABILITY; (b) IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (c) IMPLIED WARRANTIES OF NON-INFRINGEMENT; (d) WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
HOAMSTEAD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
11.5. Third-Party Services. Homewise is not responsible for the performance, availability, or reliability of third-party telecommunications carriers, internet service providers, or other third-party services necessary for SMS message delivery. Delays, failures, or issues caused by third parties are outside Homewise's control and not covered by any warranty.
11.6. Exclusions. The warranties in Section 11.1 do not apply to issues caused by:
(a) Customer's misuse of the Service or violation of this Agreement; (b) Customer's failure to implement recommended configurations; (c) Third-party software, services, or integrations; (d) Internet or telecommunications network problems; (e) Force majeure events beyond Homewise's reasonable control.
12.1. Agreement Term. This Agreement begins when Customer accepts it and continues until terminated as described in this Section 12.
12.2. Subscription Term. The subscription term begins on the activation date and continues for the period selected by Customer (monthly or annually), and automatically renews unless cancelled as described in Section 10.12.
12.3. Termination by Customer. Customer may terminate the subscription at any time as described in Section 10.12 (Cancellation). Termination will be effective at the end of the current paid billing period. No refunds will be provided except as specified in Section 10.11 (Trial and Money-Back Guarantee).
12.4. Termination by Homewise for Cause. Homewise may terminate this Agreement and Customer's access to the Service immediately if:
(a) Customer materially breaches this Agreement and fails to cure within 30 days of written notice; (b) Customer fails to pay amounts due and does not cure within 10 days of notice; (c) Customer's use of the Service violates applicable law or poses security or legal risks; (d) Customer sends messages in violation of TCPA or without proper consent; (e) Customer engages in fraudulent activity or provides false information; (f) Customer becomes subject to bankruptcy or insolvency proceedings.
If Homewise terminates for cause due to Customer's breach, no refund will be provided. If Homewise terminates for its convenience or without cause, Homewise will refund any prepaid, unused fees.
12.5. Termination for Convenience. Either party may terminate this Agreement for convenience upon 30 days' written notice. If Customer terminates for convenience, no refund will be provided except as required by Section 10.11. If Homewise terminates for convenience, Homewise will refund prepaid, unused fees for the remainder of the subscription term.
12.6. Effect of Termination. Upon termination or expiration:
(a) Customer's access to the Service will terminate; (b) All Authorized User accounts will be deactivated; (c) Customer will have 30 days to export and retrieve Customer Data; (d) After 30 days, Homewise will permanently delete all Customer Data unless prohibited by law; (e) All outstanding fees become immediately due and payable; (f) Customer must cease all use of the Service.
12.7. Data Retrieval. Customer is responsible for exporting data before termination. After termination, Homewise has no obligation to maintain or provide Customer Data. For assistance with data export, Customer may contact support.
12.8. Survival. The following sections survive termination: Section 6 (Customer Obligations), Section 10 (payment obligations), Section 11.4 (Disclaimers), Section 13 (Intellectual Property), Section 14 (Limitations of Liability), Section 15 (Indemnification), Section 16 (Confidentiality), and Section 17 (General Terms).
13.1. Customer Data Ownership. Customer retains all ownership rights, title, and interest in and to Customer Data, including:
(a) Resident contact information and community data; (b) Message content created and sent through the Service; (c) HOA organizational information and communications; (d) Any materials uploaded to or created within the Service.
Homewise claims no ownership rights to Customer Data.
13.2. Limited License to Customer Data. Customer grants Homewise a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely to provide the Service and as necessary to comply with applicable law. This license terminates when Customer Data is deleted from Homewise's systems.
13.3. Homewise Property. Homewise and its licensors retain all ownership rights, title, and interest in and to:
(a) The Service platform, software, and technology; (b) All intellectual property rights in the Service; (c) Service documentation, templates, and interfaces; (d) Homewise trademarks, logos, and branding; (e) Aggregated, anonymized usage data and analytics.
13.4. Restrictions. Customer may not:
(a) Copy, modify, or create derivative works of the Service; (b) Reverse engineer, decompile, or disassemble the Service; (c) Remove or alter any proprietary notices on the Service; (d) Use Homewise's trademarks without prior written permission.
13.5. Feedback. If Customer provides suggestions, ideas, or feedback about the Service, Homewise may use such feedback without any obligation or compensation to Customer.
14.1. CONSEQUENTIAL DAMAGES WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HOAMSTEAD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, EVEN IF HOAMSTEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2. LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HOAMSTEAD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (a) THE AMOUNTS PAID BY CUSTOMER TO HOAMSTEAD IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (b) ONE HUNDRED DOLLARS ($100).
14.3. NO LIABILITY FOR MESSAGE DELIVERY. HOAMSTEAD IS NOT LIABLE FOR:
(a) Failure to deliver SMS messages to intended recipients; (b) Delays in message delivery; (c) Messages blocked or filtered by carriers; (d) Content of messages sent by Customer; (e) Customer's failure to obtain proper consent from message recipients; (f) Customer's violations of TCPA, CAN-SPAM Act, or other telecommunications laws.
14.4. CUSTOMER INDEMNIFICATION FOR TCPA VIOLATIONS. CUSTOMER ACKNOWLEDGES THAT VIOLATIONS OF TCPA AND SIMILAR LAWS CAN RESULT IN SIGNIFICANT STATUTORY DAMAGES. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE SMS MESSAGING LAWS AND FOR ANY CLAIMS ARISING FROM CUSTOMER'S USE OF THE SERVICE.
14.5. Third-Party Claims. Homewise is not liable for claims by residents, HOA members, or third parties related to:
(a) Message content created by Customer; (b) Customer's lack of proper consent; (c) Customer's violation of privacy rights; (d) Defamatory, harassing, or inappropriate messages; (e) Emergency response failures or delays.
14.6. Service Availability. Homewise is not liable for Service unavailability, interruptions, or performance issues caused by:
(a) Telecommunications carrier problems; (b) Internet service provider issues; (c) Force majeure events; (d) Customer's internet connectivity; (e) Third-party service failures; (f) Scheduled maintenance.
14.7. Exceptions to Liability Limits. The limitations in this Section 14 do not apply to:
(a) Customer's payment obligations; (b) Customer's breach of Section 2.3 (Restrictions); (c) Either party's breach of confidentiality obligations; (d) Either party's willful misconduct or gross negligence; (e) Claims that cannot be limited by applicable law.
14.8. Allocation of Risk. The limitations of liability reflect the allocation of risk between the parties. The subscription fees reflect this allocation, and the limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
15.1. Customer Indemnification. Customer will defend, indemnify, and hold harmless Homewise, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
(a) TCPA Violations: Customer's failure to obtain proper consent before sending SMS messages or violations of the Telephone Consumer Protection Act, CAN-SPAM Act, or similar telecommunications laws;
(b) Message Content: Defamatory, harassing, discriminatory, threatening, or otherwise unlawful content in messages sent by Customer;
(c) Privacy Violations: Customer's unauthorized collection, use, or disclosure of resident personal information;
(d) Fair Housing Violations: Discriminatory messaging practices or violations of Fair Housing laws;
(e) Customer Data: Claims that Customer Data infringes or misappropriates third-party intellectual property or privacy rights;
(f) Breach of Agreement: Customer's material breach of this Agreement, including violations of Section 2 (Use of Service) or Section 6 (Customer Obligations);
(g) Unauthorized Use: Use of the Service by unauthorized individuals due to Customer's failure to protect account credentials;
(h) Third-Party Claims: Claims by residents, HOA members, or other third parties related to Customer's use of the Service.
15.2. Homewise Indemnification. Homewise will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from claims that the Service, when used in accordance with this Agreement, infringes a third party's intellectual property rights.
15.3. Indemnification Procedures. The indemnifying party's obligations are conditioned on the indemnified party:
(a) Promptly notifying the indemnifying party in writing of the claim; (b) Granting the indemnifying party sole control of the defense and settlement; (c) Providing reasonable cooperation in the defense at the indemnifying party's expense; (d) Not admitting liability or settling the claim without the indemnifying party's written consent.
15.4. Exceptions to Homewise Indemnification. Homewise's indemnification obligations do not apply to claims arising from:
(a) Customer's modification of the Service; (b) Use of the Service in combination with non-Homewise products or services; (c) Customer's continued use of the Service after being notified of alleged infringement; (d) Customer Data or message content provided by Customer.
15.5. Remedies. If the Service becomes, or in Homewise's opinion is likely to become, subject to an infringement claim, Homewise may at its option:
(a) Obtain the right for Customer to continue using the Service; (b) Modify the Service to make it non-infringing while maintaining substantially equivalent functionality; (c) Terminate the subscription and refund prepaid, unused fees for the remainder of the subscription term.
16.1. Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that:
(a) Is marked as "confidential" or "proprietary"; or (b) Should reasonably be understood to be confidential given its nature and circumstances of disclosure.
Homewise's Confidential Information includes: the Service's source code, technical architecture, security measures, pricing information, and business strategies.
Customer's Confidential Information includes: Customer Data, resident contact information, HOA financial information, and community-specific data.
16.2. Confidentiality Obligations. Each party agrees to:
(a) Maintain the confidentiality of the other party's Confidential Information; (b) Not disclose Confidential Information to third parties without prior written consent; (c) Use Confidential Information only to fulfill obligations under this Agreement; (d) Protect Confidential Information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care; (e) Limit access to Confidential Information to employees, contractors, and agents who have a legitimate need to know and are bound by confidentiality obligations.
16.3. Exceptions. Confidentiality obligations do not apply to information that:
(a) Is or becomes publicly available through no fault of the receiving party; (b) Was rightfully in the receiving party's possession before disclosure; (c) Is rightfully received from a third party without confidentiality obligations; (d) Is independently developed without use of the Confidential Information; (e) Must be disclosed pursuant to law, regulation, or court order (provided the receiving party gives prompt notice to allow the disclosing party to seek protective measures).
16.4. Resident Privacy. Customer acknowledges that resident contact information and communication preferences are sensitive personal information. Customer must:
(a) Maintain the confidentiality of all resident data; (b) Not share resident contact information with unauthorized third parties; (c) Implement appropriate security measures to protect resident data; (d) Comply with all applicable privacy laws and HOA privacy policies; (e) Promptly notify Homewise of any unauthorized access to resident data.
16.5. Data Breach Notification. If either party becomes aware of unauthorized access to or disclosure of the other party's Confidential Information, it must:
(a) Promptly notify the other party; (b) Cooperate in investigating and remediating the incident; (c) Take reasonable steps to prevent further unauthorized access or disclosure; (d) Assist with any legally required notifications to affected individuals or authorities.
17.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral.
17.2. Modifications to Agreement. Homewise may modify this Agreement from time to time by:
(a) Posting the updated Agreement on the website with at least 30 days' notice; (b) Sending email notification to Customer's registered email address; (c) Providing notice through the Service dashboard.
Continued use of the Service after modifications take effect constitutes acceptance. If Customer does not accept modifications, Customer may terminate the subscription as provided in Section 10.12.
17.3. Governing Law and Venue. This Agreement is governed by the laws of the State of [State], without regard to conflict of law principles. Any disputes arising under this Agreement will be resolved exclusively in the state or federal courts located in [County, State], and both parties consent to the jurisdiction and venue of such courts.
17.4. Dispute Resolution.
(a) Informal Resolution: Before filing any legal action, the parties agree to attempt to resolve disputes through good faith negotiations for at least 30 days.
(b) No Class Actions: Any disputes must be brought on an individual basis. Customer waives the right to participate in class action lawsuits or class-wide arbitration.
17.5. Assignment. Customer may not assign or transfer this Agreement without Homewise's prior written consent. Homewise may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets upon notice to Customer. Any unauthorized assignment is void.
17.6. Force Majeure. Neither party is liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or pandemics.
17.7. Notices. All notices must be in writing and delivered to:
(a) To Homewise: [notice email address] (b) To Customer: The email address associated with Customer's account.
Notices are deemed delivered when sent by email or 3 business days after mailing.
17.8. Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship.
17.9. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and does not confer any rights on third parties, except as expressly stated.
17.10. Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
17.11. Waiver. No waiver of any provision is effective unless in writing and signed by the waiving party. Failure to enforce any right does not waive that right or any other right.
17.12. Export Compliance. Customer must comply with all applicable export control laws and regulations. Customer represents that it is not located in, or a national of, any country subject to U.S. embargo and is not on any U.S. denied party list.
17.13. Government Users. If Customer is a U.S. government entity, the Service is a "Commercial Item" as defined in FAR 2.101, and use is governed by this Agreement.
17.14. Feedback. If Customer provides suggestions, ideas, or feedback about the Service, Homewise may use such feedback without any obligation or compensation to Customer.
17.15. Publicity. Homewise may identify Customer as a customer in marketing materials and use Customer's name and logo for this purpose. Customer may opt out by contacting Homewise in writing.
For purposes of this Agreement, the following terms have the meanings set forth below:
"Authorized Users" means individuals authorized by Customer to access and use the Service, including HOA board members, property managers, administrative staff, and community managers.
"Customer" means the Homeowners Association, Property Management Company, or HOA Board that accepts this Agreement and subscribes to the Service.
"Customer Data" means all data provided to or stored in the Service by Customer, including resident contact information, message content, HOA property information, and community organizational data.
"Documentation" means Homewise's user guides, help documentation, and technical materials describing how to use the Service.
"HOA" or "Homeowners Association" means a residential community association responsible for managing common areas, enforcing rules, and providing services to residents.
"Homewise" means Homewise, Inc., the provider of the Service.
"Service" or "Platform" means Homewise's cloud-based SMS messaging platform for HOA communications, including all features, functionality, and related services provided under this Agreement.
"Subscription Term" means the period for which Customer has subscribed to the Service (monthly or annual), as specified in the subscription plan.
"TCPA" means the Telephone Consumer Protection Act, 47 U.S.C. § 227, and related regulations governing SMS and telephone communications.
For questions about this Agreement or the Service, please contact:
Homewise, Inc. Email: support@usehomewise.com Legal Notice Email: legal@usehomewise.com Website: www.usehomewise.com
For support inquiries, please visit our support portal or contact support@usehomewise.com.
By using the Service, you acknowledge that you have read, understood, and agree to be bound by this Terms of Service Agreement.