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TERMS & CONDITIONS
By purchasing a HomeBase subscription, you agree to use HomeBase solely as authorized, and you're bound by the terms set in the details below.
No stealing, harming others, etc.
Pretty standard stuff. Read on for the exact details.
HOMEBASE
Subscription Terms and Conditions
These Subscription Terms and Conditions (“Terms and Conditions”), together with the
HomeBase Subscription Service Order Form (the “Order Form”), are an agreement
between the client named on Order Form (the “Client”) and Home Base Partners, Inc., a
Delaware corporation (“HomeBase”). These Terms and Conditions govern Client’s use of
the Plans and the Service (as both are defined below). HomeBase and Client may each be
referred to herein individually as a “Party” and collectively as the “Parties.”
1. Definitions. All capitalized terms not defined in this Section shall have the meaning
attributed to them elsewhere in the Agreement (as defined below).
(a) “Agreement” means the Order Form and these Terms and Conditions.
(b) “Confidential Information” means all proprietary information of a party
(“Disclosing Party”), including, without limitation, specifications, diagrams, use cases,
procedures, information, data, materials, prototypes or models relating to Disclosing
Party’s products, programs, markets, customers, suppliers, inventions, designs, web-
searches, research and development, business plans, financial projections, organizations,
employees or consultants or any other similar aspects of the present or future business of
Disclosing Party. As between HomeBase and the Client, the Plans and any non-public
information regarding HomeBase’s Intellectual Property Rights shall be deemed to be
Confidential Information of HomeBase.
(c) “Intellectual Property Rights” means unpatented inventions, patent
applications, patents, design rights, copyrights, trademarks, service marks, trade names,
domain name rights, mask work rights, know-how and other trade secret rights, and all
other intellectual property rights, derivatives thereof, and forms of protection of a similar
nature anywhere in the world.
(d) “License” means the Service License and the Content License (as both
terms are defined below) collectively.
(e) “Order Form” means the Content Subscription Agreement between Client
and HomeBase.
(f) “Plans” means all architectural plans and designs and related information
provided or made available by HomeBase through the Service.
(g) “Project” means a single construction project at location specified by Client
in writing and in a manner determined by HomeBase.
(h) “Service” means HomeBase’s Service for making available and delivering
Plans to its subscribers.2. Service. Subject to these Terms and Conditions, HomeBase will use commercially
reasonable efforts to provide the Service to Client. HomeBase will provide Client with
reasonable technical support services in accordance with HomeBase’s standard practices.
3. License. Subject to Client’s payment of the applicable fees and compliance with
these Terms and Conditions, HomeBase hereby grants to Client a limited, non-exclusive,
revocable license to use the Service (the “Service License”) and any Plans Client obtains
through the Service (the “Content License”).
3.1. Provision of Plans. Client may browse available Plans on the HomeBase
website at homebase.build. Client may request use of any Plan by submitting a request to
HomeBase using the online form or other method provided by HomeBase. All such
requests must include any information required by HomeBase, including but not limited to
the location of the applicable Project and any modifications (if available) or additional
information needed by Client.
3.2. Permitted Use. Client may use each Plan for a Project. If Client wishes to
use a Plan for additional Project(s), Client must request a new copy of the Plan for each
Project. Client may use Plans solely for Client’s internal purposes with respect to the
applicable Project. Client shall promptly notify HomeBase of any known or suspected
unauthorized use of a Plan or Client’s user account.
3.3. Prohibited Use. Client shall not:
3.3.1. License, sublicense, sell, resell, transfer, assign or distribute Plans
in any way;
3.3.2. Modify or create derivative works of Plans, except as expressly
permitted under Section 3.6;
3.3.3. Publish, distribute, or otherwise make Plans available to third
parties;
3.3.4. Represent that Client is the original creator or any Plan;
3.3.5. Use Plans in any unlawful manner, including but not limited to use
in violation of any applicable regulations or industry codes;
3.3.6. Use Plans (including any metadata associated with the Plans) for any
machine learning or artificial intelligence purposes; or
3.3.7. Use Plans in any way that reflects poorly on HomeBase or otherwise
disparages or devalues HomeBase’s reputation or goodwill.
3.4. Service Restrictions. Client will not, directly or indirectly reverse engineer,
decompile, disassemble or otherwise attempt to discover the source code, object code orunderlying structure, ideas, know-how or algorithms relevant to the Service or any
software, documentation or data related to the Service (“Software”); modify, translate, or
create derivative works based on the Service or any Software (except to the extent expressly
permitted by HomeBase or authorized within the Service); use the Service or any Software
for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove
any proprietary notices or labels.
3.5. Permitted Users. The rights granted to Client pursuant to the License are
non-transferable and non-sublicensable. Client cannot transfer or sublicense the Plans or
Client’s Content License rights to anyone else, except as follows:
3.5.1. Client may allow its employees and subcontractors to use a Plan
solely as necessary to complete the applicable Project. Client shall be responsible for all
actions taken by its employees and subcontractors as if such actions were taken by Client.
3.5.2. Client may share Plans for a Project with Client’s customer or client
for such Project (the “End Customer”); provided, however, that Client may not (a) make
or provide a copy of a Plan for an End Customer, or (b) share a Plan with an End Customer
for any purpose other than to demonstrate the expected outcome of the applicable Project.
3.6. Plan Modification. Client may modify Plans only if Client has an active
“Unlimited” subscription plan; provided, however, that Client shall not obtain any right,
title, or interest in and to, or other right to use, any modified Plans other than Client’s rights
under the Content License.
3.7. Plan Credit. Unless Client has an “Unlimited” subscription plan, Client may
obtain a limited number of Plans each year, as set forth on the Order Form. A Plan requested
by Client will be credited against the total amount available under Client’s subscription
plan immediately upon delivery by HomeBase. All deliveries are final, and Client may not
return any Plan to HomeBase.
4. Ownership.
4.1. Ownership of Intellectual Property. HomeBase and its licensors (where
applicable) own all right, title and interest, including all related Intellectual Property
Rights, in and to the Plans and the Service and any suggestions, ideas, enhancement
requests, feedback, recommendations or other information provided by Client or any other
party relating to the Plans or the Service. The License is not a sale and does not convey to
Client any rights of ownership in or related to the Service, the Plans, or HomeBase’s or its
licensors’ Intellectual Property Rights, except as expressly set forth herein. The HomeBase
name, the HomeBase logo, and the product names associated with the Service are
trademarks of HomeBase or third parties, and no right or license is granted to use them
except in relation to the use of the Service.5. Fees; Payment.
5.1. Subscription Fee; Payment. Client shall pay the subscription fee specified
in the Order Form (the “Subscription Fee”). Except as otherwise specified herein, all
Subscription Fees are non-refundable. When subscribing to the Services, Client shall
provide information for at least one valid credit card, and Client hereby authorizes
HomeBase to automatically charge such credit card for all Subscription Fees due hereunder
at the intervals described in Subsection 5.1.1or 5.1.2, as applicable. Client is solely
responsible for ensuring that all credit card information provided to HomeBase is valid and
up-to-date.
5.1.1. If Client chooses to pay the Subscription Fee annually, HomeBase
will charge Client’s credit card for the Subscription Fee for the Initial Term upon execution
of the Order Form, and for the Subscription Fee for each Renewal Term on the first day of
each such Renewal Term.
5.1.2. If Client chooses to pay the Subscription Fee in monthly
installments, HomeBase will charge Client’s credit card for the first monthly installment
upon execution of the Order Form, and for each subsequent installment on the same day of
each month throughout the Term or, if there is no such day, on the first day of the following
month.
5.2. Late Payment. If Client does not pay any amount when due, or if any credit
card provided by Client is declined when charged, then without limiting HomeBase’s rights
or remedies, (a) all unpaid amounts shall accrue late interest at the rate of 1.5% of the
outstanding balance per month, or the maximum rate permitted by law, whichever is lower;
and (b) HomeBase may suspend Client’s access to the Plans and the Service until all late
amounts are paid in full. Client’s failure to make any payment within 30 days of the due
date will be considered a material breach of the Agreement.
5.3. Taxes. The fees paid pursuant to this Agreement do not include any taxes,
levies, duties or similar governmental assessments of any nature, including, for example,
value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever
(collectively, “Taxes”). Client is solely responsible for paying all Taxes associated with the
Service. For clarity, HomeBase is solely responsible for taxes assessable against it based
on its income, property and employees.
5.4. Modification. The Subscription Fee does not include modifications to Plans
by HomeBase. If Client requests that HomeBase provide any available modifications,
HomeBase will charge Client for such modifications them at its then-current rates.
6. Term; Termination
6.1. Term. The initial term of the Agreement begins on the day Client submits
the Order Form and shall continue for a period of one (1) year (the “Initial Term”).Thereafter, the Agreement shall automatically renew for additional one (1) year terms
(each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either
party gives notice of its intent not to renew this Agreement at least thirty (30) days before
the end of the then-current Term. HomeBase may increase the Subscription Fee at the start
of each Renewal Term, provided that HomeBase shall give Client notice of any such
increase at least sixty (60) days before the end of the then-current Term.
6.2. Termination.
6.2.1. This Agreement may be terminated before the expiration date of the
Term on written notice:
(a) by HomeBase, if Client fails to pay any amount when due
hereunder;
(b) by either party, if the other party materially breaches any
provision of this Agreement and either the breach cannot be
cured or, if the breach can be cured, it is not cured by the
breaching party within thirty (30) days after the breaching
party’s receipt of written notice of such breach; or
(c) by either party, if the other party (i) becomes insolvent, (ii)
is generally unable to pay, or fails to pay, its debts as they
become due, (iii) files, or has filed against it, a petition for
voluntary or involuntary bankruptcy or pursuant to any other
insolvency law, (iv) makes or seeks to make a general
assignment for the benefit of its creditors, or (v) applies for,
or consents to, the appointment of a trustee, receiver or
custodian for a substantial part of its property or business.
6.2.2. HomeBase, in its sole discretion, may terminate this Agreement at
any time, without cause, by providing written notice to Client.
6.2.3. If HomeBase terminates this Agreement pursuant to this Section
6.2.2 and Client has chosen to pay Subscription Fees annually, HomeBase will provide a
prorated refund of any prepaid Subscription Fees covering the remainder of the then-
current Term. Such refund is HomeBase’s sole liability and entire obligation and Client’s
exclusive remedy for any termination by HomeBase pursuant to Section 6.2.2.
6.2.4. If HomeBase terminates this Agreement pursuant to Section 6.2.1
and Client has chosen to pay the Subscription Fee in monthly installments, then upon such
termination all unpaid installments of the Subscription Fee shall be immediately due and
payable by Client.6.3. Effect of Termination. Upon termination or expiration of this Agreement for
any reason, (a) Client shall immediately cease all use of the Service and access thereto will
be terminated; and (b) the License shall immediately terminate, and Client may no longer
use any Plans received by Client before such termination or expiration, other than to
complete the specific Project for which such Plans were requested. Except as set forth in
Section 6.2.3, Client shall not be entitled to a refund of any Subscription Fee upon
termination of this Agreement.
7. Confidentiality
7.1. General. Each party (as “Receiving Party”) shall (a) hold all Confidential
Information received from the Disclosing Party in strict confidence; (b) use the same
degree of care which it uses to protect its own Confidential Information to maintain the
confidentiality and secrecy of the Disclosing Party’s Confidential Information; (c) disclose
the Confidential Information, and permit the Confidential Information to be disclosed, only
to the Receiving Party’s employees who need access to such Confidential Information to
carry out the terms and intent of this Agreement, and (d) use the Disclosing Party’s
Confidential Information only in furtherance of the Receiving Party’s rights and obligations
set forth in this Agreement.
7.2. Exceptions. Information will not be deemed Confidential Information
hereunder if such information (a) is known to the Receiving Party prior to receipt from the
Disclosing Party directly or indirectly from a source other than one having an obligation
of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure
by the Disclosing Party) to the Receiving Party directly or indirectly from a source other
than one having an obligation of confidentiality to the Disclosing Party; (c) becomes
publicly known or otherwise ceases to be secret or confidential, except through a breach of
this Agreement by the Receiving Party; or (d) is independently developed by the Receiving
Party without use of or reference to the Disclosing Party’s Confidential Information.
7.3. Plans. Client acknowledges and agrees that (a) all Plans are Confidential
Information of HomeBase; (b) nothing in this Section 7 shall supersede or invalidate any
restrictions set forth in the Section 3.3, and (c) without limiting the foregoing, nothing in
Section 7.2 shall mean that the Plans are not Confidential Information.
7.4. Additional Remedies. Notwithstanding anything to the contrary in this
Agreement, in the event of any breach of this Section 7, the Disclosing Party will be entitled
to any remedies available at law and/or in equity.
7.5. Required Disclosures. The obligations in this Section 7 shall not restrict any
disclosure by Receiving Party required by order of any court or government agency;
provided that the Receiving Party shall give prompt notice to the Disclosing Party of any
such required disclosure and shall reasonably assist the Disclosing Party in seeking a
protective order or other appropriate relief from such required disclosure.8. Indemnification. Client shall indemnify, defend and hold harmless HomeBase, its
subsidiaries and parent companies, and each of their officers, directors, employees, agents
and related third parties, for any losses, costs, liabilities and expenses (including reasonable
attorneys’ fees) relating to or arising out of any third-party claim related to (a) Client’s use
of the Service or any Plans; (b) Client’s violation of applicable law; (c) Client’s breach of
this Agreement; or (d) the unauthorized or unlawful use of the Plans or Service by Client
or any person using Client’s user account, whether authorized by Client or not. HomeBase
reserves the right, at its own cost, to assume the exclusive defense and control of any matter
otherwise subject to indemnification by Client, in which event Client will fully cooperate
with HomeBase in asserting any available defenses.
9. DISCLAIMER. THE PLANS AND SERVICE PROVIDED HEREUNDER ARE
PROVIDED “AS-IS” AND HOMEBASE DOES NOT MAKE ANY GUARANTEE OR
WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AS TO THE SUCCESSFUL USE OF THE PLANS AND THE SERVICE,
AND HOMEBASE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW. ADDITIONALLY, THE PLANS AND
THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. HOMEBASE DISCLAIMS ALL LIABILITY AND
INDEMNIFCATION FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER
DAMAGE RESULTING FROM SUCH PROBLEMS. HOMEBASE DISCLAIMS ALL
LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR
DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
Without limiting the foregoing, Client acknowledges and agrees that HomeBase (a)
is not an architect or engineer, (b) does not provide architectural or engineering services,
and (c) does not provide any advice or make any representations or warranties regarding
any Plan’s compliance with laws or regulations, including but not limited to building codes,
zoning requirements, or HOA rules. Client is responsible for conducting its own due
diligence with respect to the suitability and safety of any Plan it obtains through the Service.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL HOMEBASE BE
LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, SPECIAL,
INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT,
TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY .
HOMEBASE’S AGGREGATE LIABILITY TO CLIENT UNDER THIS AGREEMENTFOR ANY CLAIM IS LIMITED TO SUBSCRIPTION FEES PAID BY CLIENT UNDER
THE AGREEMENT DURING THE PREVIOUS TWELVE (12) MONTHS.
11. Miscellaneous.
11.1. Governing Law This Agreement shall be governed by the laws of the State
of Utah except for its conflicts of laws principles. Any dispute or claim arising out of or in
connection with the Agreement shall be adjudicated in Salt Lake County, Utah.
11.2. Entire Agreement. This Agreement, including these Terms and Conditions,
the CPA, and any other documents incorporated herein, constitutes the entire agreement
between the Parties with respect to the subject matter hereof.
11.3. Amendment; Waiver. Any modifications to the Agreement must be made in
writing and executed by both Parties. The waiver of any breach or default of the Agreement
will not constitute a waiver of any subsequent breach or default.
11.4. Notice. Unless otherwise expressly set forth herein, any notices to
HomeBase shall be sent to team@homebase.build. Any notices to Client may be sent to
any address and/or email address provided to HomeBase by Client. Except as otherwise
specified in this Agreement, all notices, permissions, and approvals hereunder shall be in
writing and shall be deemed to have been given upon (i) personal delivery, (ii) the second
business day after mailing certified, first class, or (iii) the first business day after sending
by email (with confirmation of sending).
11.5. Severability. If any provision herein is held unenforceable, then such
provision will be modified to reflect the parties’ intention, and the remaining provisions of
the Agreement will remain in full force and effect.
11.6. Attorneys’ Fees. If any action in law or in equity is brought by a party to
enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys’ fees, costs and disbursements, in addition to any other relief to which
such party may be entitled.
11.7. Export Compliance. The Service and other technology available to Client
hereunder, and derivatives thereof may be subject to export laws and regulations of the
United States and other jurisdictions. Client represents that it is not named on any U.S.
government denied-party list. Client shall not permit Users to access or use the Service in
a U.S.-embargoed country or in violation of any U.S. export law or regulation.
11.8. Assignment. HomeBase may assign this Agreement, in whole or in part, in
its sole discretion. Client may not assign its rights under this Agreement without
HomeBase’s prior written permission. Any attempt by Client to assign its rights under this
Agreement without HomeBase’s permission shall be void.11.9. Headings. The headings of sections contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
1.1.Survival. Upon the termination of this Agreement, Sections 4.1, 7, 8, 9 and 10 shall
survive.
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