This End User License Agreement (“EULA”) is a legal agreement between you (“End User” or “you”) and HouseRater, LLC (“Licensor”, “HouseRater”, “we”, or “us”) with respect to the use of the HouseRater software (“Software”).  YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY USING THE SOFTWARE.

This EULA governs your access and use of the Software.  By agreeing to this EULA, you are also acknowledging and agreeing to comply with HouseRater’s Privacy Policy and Terms of Use located at www.houserater.com which govern your use of HouseRater’s website (the “Site”), or services offered through the Site.

Subject to the terms and conditions of this EULA, HouseRater grants you a limited, revocable, nontransferable license to utilize the Software for residential home energy rating. 

You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party, (b) copy or use the Software for any purpose other than as permitted in Section 1 (Grant of License), (c) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software, or (d) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Software. 

You hereby acknowledges that all right, title and interest in and to the Software and all intellectual property rights therein, including patent, unpatented inventions, copyright, trademark, trade secret, proprietary information and technology used in or comprising the Software and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by End User to Licensor relating to the Software (collectively, the “Licensor Intellectual Property”) are owned by, and are vested in, Licensor.  Other than as expressly set forth in this Agreement, no license or other rights in the Licensor Intellectual Property are granted to End User and all such rights are hereby expressly reserved by Licensor.

Use of the Software is conditioned on End User obtaining and maintaining access to the internet, all equipment necessary for proper operation of the Software, and to maintain and use secure user names and passwords.  End User shall be responsible for ensuring the security and confidentiality of such user names and passwords and shall, use reasonable efforts to prevent unauthorized access to, or use of, the Software.  End User is responsible for all activities that occur under End User's user names and passwords.  

End User shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with End User’s use of the Software, including those related to data privacy, international communications and the transmission of technical or personal data and in accordance with Licensor’s Terms of Use and Privacy Policy available on Licensor’s website at www.houserater.com. Any use of the Software in violation of Licensor's Terms of Use and Privacy Policy shall be a material breach of this Agreement and End User shall defend, indemnify and hold Licensor harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys' fees) arising from End User’s violation of this policy and applicable laws or regulations including but not limited to violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this EULA.

End User will be solely responsible for providing all End User Data required for the proper operation of the Software.  “End User Data” shall mean any data, information, or material relating to End User submitted or provided by End User through End User’s use of the Software End User shall have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness, and intellectual property ownership or right to use of all End User Data. Licensor is under no obligation to review End User Data for accuracy, acceptability or potential liability. End User grants to Licensor all necessary licenses in and to such End User Data solely as necessary for Licensor to provide the Software to End User.

This EULA and the license granted hereunder are effective on the date you first register for, or use the Software and shall continue for as long as you continue to use the Software, unless this EULA is terminated under this section.  Without prejudice to any other rights, HouseRater may terminate this EULA at any time if you fail to comply with any term(s) hereof. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the Software and you must delete all copies of the Software.

To the maximum extent permitted by applicable law, HouseRater provides the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, ACCURACY, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

LICENSOR DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SOFTWARE. LICENSOR MAKES NO WARRANTY THAT THE SOFTWARE OR ITS USE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.

YOU USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND HOUSERATER DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE.

Nothing in this EULA and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.

IN NO EVENT SHALL HOUSERATER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF HOUSERATER, AND EVEN IF HOUSERATER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE) HOUSERATER’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE COST ACTUALLY PAID BY YOU TO HOUSERATER FOR THE SOFTWARE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. 

The limitations, exclusions and disclaimers in this EULA shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

“Confidential Information” shall mean the Software and all other information disclosed to you that HouseRater characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 5 years after termination of this EULA, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of HouseRater. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify HouseRater in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this EULA, and will cooperate with HouseRater in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, to the extent permitted by law and prior to such disclosure, you will (i) immediately notify HouseRater prior to such disclosure to allow HouseRater an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with HouseRater in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.  For the avoidance of doubt, nothing in this Section 6 (Confidentiality) shall provide you with additional rights nor limit your obligations with respect to the use of the Software.

You acknowledge that the Software and related technology are subject to U.S. export control laws U.S. export jurisdiction and may be subject to export or import regulations in other countries. You agree to strictly comply with all applicable international and national laws and regulations that apply to the Software, including the U.S. Export Administration Regulations as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. You acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Software and related technology, as may be required. You will indemnify and hold HouseRater harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.

Licensor shall be excused from  performance and not be liable for any loss resulting from a cause over which Licensor does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to End User’s computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities, telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. Licensor is not responsible for any damage to End User’s computer, software, modem, telephone or other property resulting from End User’s use of the Software.

Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect.
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9.2. No Amendment or Waiver.
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No provision of this EULA will be deemed waived, amended or modified unless made in writing and signed by both parties.  No waiver of rights shall constitute a subsequent waiver of any rights whatsoever. The failure of either party to enforce any provision hereof shall not constitute the permanent waiver of such provision.  

The provisions of this EULA are severable and any provision determined to be void or unenforceable shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of this EULA and such invalid provision shall be replaced with an enforceable provision which achieves to the greatest extent possible the parties’ original intent.

Any notices to you may be provided by email to the address that you registered with HouseRater.

This EULA shall be governed by the State of Minnesota without regard to conflicts of law principles. Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court sitting in Minneapolis, MN, USA, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.  If a dispute arising under this EULA results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys’ fees of the prevailing party.  No action may be brought by a party more than twelve (12) months after the cause of action has arisen, except that Licensor may bring an action at any time relating to its intellectual property rights.

Some features of HouseRater, such as scheduling, are able to interact with other applications. Users must grant HouseRater permission prior to HouseRater accessing this data.  We only collect the information you choose to give us, and we process it with your consent.
We only require the minimum amount of information that is necessary to fulfill the purpose of your interaction with us; we don't sell any of this information to third parties and only use it as this Privacy Statement describes.