HOMIE.LLC SERVICE AGREEMENT T&C
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This Service Agreement (“Agreement”) is made effective between the client (“Client” or “you”) and Hoom Inc. (“Homie.LLC” or “Agency” or “we”). They are individually referred to as “Party” and collectively as “Parties” or “both of us”.
1. Term: This Agreement shall commence on the day you authorize a Homie (“Effective Date”) and, unless earlier terminated in accordance with the terms hereof, shall remain in force for a period of one (1) year (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive one-year terms unless terminated by either Party in writing not less than thirty (30) days prior to the renewal date.
2. Scope of Services: We will assist you in services related to data analytics, business intelligence, software engineering, project management, creative services, sales, and marketing (“Services”).
3. Payment Terms: You agree to pay within fifteen days of the invoice date (the "Due Date"). Payments under this Agreement shall not be withheld, delayed, or offset for any reason, including disputes related to Services, except if we are found, by arbitration or final court ruling, to have committed willful misconduct, fraud, or gross negligence. You shall pay all undisputed amounts by the Due Date, with disputed amounts addressed through the Agreement’s Dispute Resolution provisions. Payment may not be withheld for non-material issues or minor discrepancies.
4. Termination: Both of us may terminate this Agreement at any time with or without cause by giving thirty days written notice to the other Party.
5. Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, or natural disasters. In the event of a Force Majeure event, the affected Party shall notify the other Party promptly and use reasonable efforts to resume performance.
6. Non-Disclosure & Confidentiality: Under this Agreement, either Party may need to disclose proprietary information, such as trade secrets, industry insights, or other confidential details (“Proprietary Information”). Neither Party shall disclose this Proprietary Information during the term of this Agreement and for a period of one year thereafter. Proprietary Information excludes (a) publicly available information or information that becomes public without a breach of confidentiality; (b) information obtained from a third party without a confidentiality breach; (c) financial performance details of this Agreement; and (d) independently known information.
7. Non-Circumvention & Non-Solicitation: Both of us agree not to solicit, hire, or engage any of the other Party’s customers, employees, affiliates, officers, contractors, or advisors, either directly or indirectly, without the other Party’s consent, during the term of this Agreement and for a period of two years thereafter. If breached, the liable Party will pay the other Party twenty-five thousand dollars per breach.
8. Indemnification: Both of us agree to indemnify, defend, and hold harmless the other Party, its affiliates, officers, employees, and agents from any and all claims, damages, losses, liabilities, and expenses, including reasonable attorney's fees, resulting from any negligent act, omission, or breach of this Agreement.
9. Dispute Resolution & Arbitration: Any disputes arising out of or relating to this Agreement shall first be resolved through good-faith discussions between the Parties. If no resolution is reached within thirty days, the dispute shall be resolved by arbitration administered by the American Arbitration Association in San Francisco, California, in accordance with its Commercial Arbitration Rules. The arbitration award shall be final and binding on both Parties. In the event of any legal action, the prevailing Party shall be entitled to recover reasonable attorney's fees and costs. The Parties agree that this Agreement shall be governed by California law.
If any provision of this Agreement is found to be unenforceable or invalid by any court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue to be valid and enforceable.
No waiver by either Party of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default of the same or a similar nature.
This Agreement, together with any statements of work, schedules, or addendums, constitutes the entire understanding between the Parties with respect to the subject matter herein.
10. Limitation of Liability: In no event shall either Party be liable to the other for any indirect, incidental, or consequential damages, including but not limited to lost profits, even if advised of the possibility of such damages. The total liability of each Party under this Agreement shall not exceed the total amount paid by you to us in the six (6) months preceding the event that gave rise to the claim.
11. Changes to the Agreement: Any amendments, modifications, or alterations to this Agreement shall only be binding if made in writing and signed by both Parties.
12. Notices: All notices or communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by email, personal delivery, or by courier.
