HouseCanary Product Terms of Use

These Product Terms of Use (these “Terms”) govern the relationship between you (the “Customer”) and HouseCanary, Inc. (“HouseCanary”) (each a “Party” and collectively, the “Parties”) with respect to Customer’s access to or use of any HouseCanary product or service (including HouseCanary’s AI Technology) that is accessed: (i) through the HouseCanary Platform (defined below); (ii) via programmatic APIs or related technology hosted by HouseCanary; or (iii) via third party resellers and vendors (collectively, the “Products”).

‍THESE TERMS ARE A LEGALLY BINDING CONTRACT BETWEEN CUSTOMER AND HOUSECANARY. CUSTOMER MUST AGREE TO THESE TERMS BEFORE USING THE PRODUCTS. BY USING THE PRODUCTS IN ANY MANNER, CUSTOMER WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS.

‍Where applicable, Customer acknowledges and agrees that Customer has engaged, or is considering engaging, HouseCanary (and any HouseCanary real estate agent) as Customer’s real estate agent, broker or salesperson.


‍Definitions.
As used herein, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with such Person.

"AI Input" means information, data, materials, text, prompts, images, or other content that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available for processing by or through AI Technology, or (ii) collected, downloaded, or otherwise received by AI Technology.

"AI Output" means information, data, materials, text, images, or other content (including text, numbers, images, photos, graphics, video, audio, or computer code) generated, produced, or otherwise output by AI Technology.

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence ("AI") technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts ("Generative AI Tools").

“API” means any application programming interface applicable to a given Product, as made available by HouseCanary from time to time in its sole discretion.

“Beta Services” means HouseCanary products, services or functionality and Licensed Materials that may be made available to Customer to try at its option which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or similar description.

“Control, Controlling and Controlled” means, with respect to any Person, the possession, directly or indirectly, of the affirmative power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, partnership interests or other ownership interests, by contract, by membership or involvement in the board of directors or other management structure of such Person, or otherwise.

“Customer Data” means all information that Customer inputs into the Products and includes information about Customer’s behavior while using the Products.

“Customer Reports” means reports, documents or presentations created by Customer using independent skill and effort which incorporate, make available and/or display the applicable Licensed Materials in addition to a substantial amount of non-Licensed Materials.

“Enterprise Customer” refers to businesses or organizations that engage with HouseCanary through a direct relationship facilitated by a HouseCanary employee. Enterprise Customers receive a formal, customized proposal and may enter into an agreement that governs the provision of services, including specific terms, pricing, and service-level commitments tailored to the needs of the Enterprise Customer.

“HouseCanary Brand Features” means “HouseCanary”, the HouseCanary logo and any other trademarks, trade names, service marks, service names, logos and other distinctive brand features of HouseCanary or its Affiliates, and any additions, modifications or improvements to the foregoing, that (i) may be made available by HouseCanary from time to time in its sole discretion, and (ii) that HouseCanary incorporates into any Licensed Materials.

“HouseCanary Intellectual Property” means the Products, API, Licensed Materials (including as contained in any Customer Report), the HouseCanary Site, the HouseCanary Brand Features, all software source code and object code embodied in the Products, API and Licensed Materials and any and all component parts thereof, any and all documentation relating to the Products, API and any Licensed Materials, and all copyrights, trade secrets, patents, trademarks, service marks, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property and proprietary rights therein or arising therefrom, as they may exist now and/or hereafter come into existence, and all renewals and extensions thereof. The HouseCanary Intellectual Property includes, without limitation, HouseCanary’s knowledge of business principles, and those analytical concepts, approaches, methodologies, models, algorithms, processes, discoveries, ideas, and formats developed by HouseCanary in the course of its work for other parties, or during its own research or research with others, as well as all databases therein.

“HouseCanary Platform” means the HouseCanary proprietary software and web platform that allows Customer to access and use the Products, currently located at https://solutions.housecanary.com/login, but which may be changed from time to time at HouseCanary's sole discretion).

“HouseCanary Site” means www.housecanary.com.

“Internal Business Purposes” means the Customer’s use, reproduction and storage of the applicable Products and/or Licensed Materials solely within the Customer’s organization for Customer’s own internal research and analysis with respect to one or more Subject Properties, including, without limitation, for the purposes of facilitating a real estate purchase, sale or lending transaction, and not for the purposes of competing with HouseCanary or the Products or exploiting the same commercially vis-à-vis any third party.

“Licensed Materials” means, as and to the extent applicable, data and analytics that may be licensed to Customer from time to time pursuant to a given Order, including, without limitation, if licensed in a given Order and made available by HouseCanary to support the given data and analytics identified in a given Order.

“Order” means a website order form or sign-up/login page, written purchase order, license agreement, master services agreement or other written or electronic document setting forth the Products and/or Licensed Materials licensed by Customer and any other applicable terms and conditions agreed between HouseCanary and Customer.

“Person” means any individual, company or other legal entity.

“Subject Property” means an individual real estate property or parcel.

“Subscription Fee” means the current price of any Subscription plan, plus any applicable taxes and other charges. Subscription Fee may include any minimum commitments as defined in an applicable Order.

“Term” means the monthly or annual term of a Subscription as set forth in an applicable Order.

“Underlying Data” means, if and to the extent licensed in a given Order, specific data or information provided, directly or indirectly, by HouseCanary to Customer for the purpose of supporting data and analytics licensed in a given Order.


‍Permitted Use and Restrictions.
HouseCanary Products License.  Subject to Customer’s compliance with the terms and conditions of these Terms and any Order, HouseCanary grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, and non-assignable license during the applicable Term to: (i) access and use the Products and/or Licensed Materials licensed under any applicable Order for Customer’s  and (ii) use any Underlying Data, if licensed in a given Order, for Customer’s marketing and Internal Business Purposes.

‍Attribution. If any Licensed Materials are incorporated into, displayed or otherwise made available within a Customer Report or otherwise, Customer will, unless otherwise set forth in a given Order, provide attribution to HouseCanary as communicated by HouseCanary or as otherwise set forth in the given Order.  Any Licensed Materials that are exposed to the general public are subject to additional attribution requirements which will also be outlined through a combination of the HouseCanary Platform, HouseCanary Site and/or a given Order.

‍Limitations. Notwithstanding any portion of the foregoing to the contrary, (i) no multiple listing service (“MLS”) data, as identified by HouseCanary from time to time, may be used or displayed on a stand-alone basis for any marketing or commercial purposes, (ii) no Licensed Materials may be made available or displayed to any third party, including, without limitation, on a website, mobile site or by email or direct mail, for more than thirty (30) days after such Licensed Materials were made available to Customer, without conspicuously identifying the date that such Licensed Materials were made available to Customer (or other applicable “as of” date), (iii) except as set forth in a given Order, no Underlying Data may be publicly displayed or made available to consumer end users on a stand-alone basis without charge, and no Underlying Data (in whole or in part) may be resold, relicensed, redistributed or used to create derivative works, and (iv) Customer’s access to API endpoints and certain reports may be subject to monthly usage limits, as further described in a given Order, and Customer acknowledges that regularly exceeding any such limits may cause HouseCanary to initiate a renegotiation of Customer’s fee structure under the applicable Order (without limitation of any other remedies HouseCanary may have hereunder).

‍Eligibility. The Products may not be used by anyone under the age of 18. By accessing or using the Products, Customer represents and warrants that they are at least 18 years of age (or the age of legal majority under applicable law). Additionally, individuals using the Products on behalf of their employer or another entity that is the Customer under these Terms represent that they have full legal authority to bind the Customer to these Terms.

‍Use Restrictions. Notwithstanding anything to the contrary contained herein, and except as expressly permitted herein or otherwise set forth in a given Order, Customer will not (and will ensure that its agents and employees do not), directly or indirectly:
‍
Use the Products, Licensed Materials, or any Underlying Data comprising or incorporated into the same for any purpose other than Internal Business Purposes;

Use the Products, Licensed Materials, and/or Underlying Data: (a) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses or harmful data into the Products or any operating system used by the Products, (b) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users, or (c) to collect or harvest any information or data from the Products, Licensed Materials, Underlying Data and/or our systems or attempt to decipher any transmissions to or from the servers running the HouseCanary Platform;

Cause, permit or authorize the modification, copying, creation of derivative works, translation, reverse engineering, decompilation, disassembly, or hacking of the Products, Licensed Materials, Underlying Data and/or technology used by HouseCanary to deliver the same;

Sell, assign, rent, lease, or grant rights in the Products, Licensed Materials and/or Underlying Data (including, without limitation, through sub-licensing) to any other Person or entity;

Use the Products, Licensed Materials and/or Underlying Data to analyze or gather information about their features, content, or functions, whether for business purpose or not;

Provide its credentials or access passwords to the Products to any Person (other than Customer’s direct officers, managers, directors, employees, contractors and agents);

Derive, mine, extract, scrape and/or store any Licensed Materials to create a database for Customer’s own or a third party’s software, product or service;

Use any robot, spider, or other automated device to monitor or copy the Products, Licensed Materials or other technology of HouseCanary;

Use, copy, share, publish, or distribute any part of HouseCanary’s Products, Licensed Materials, or technology to sell or license them separately, rebrand them, or offer them under a different name. Customer may not make the Products, Licensed Materials or technology publicly available, create derivative works, or store the Licensed Materials outside of the United States;

Use, resell, or sublicense the Licensed Materials to determine an individual’s eligibility for credit, insurance, employment, a government license, or benefit. Customer cannot use the Licensed Materials in any way that would constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. or similar laws;

Promote, sell, resell, lease, sublicense, distribute, copy, transfer, assign, or disclose the HouseCanary Platform to, or otherwise permit the use of the HouseCanary Platform by, any person, firm or entity, except as specifically permitted in the applicable Order or these Terms; or

Export or re-export the HouseCanary Platform or copies thereof in violation of the United States Export Administration regulations or any other applicable regulations.

‍Reservations. The licenses granted hereby shall not constitute a sale of the Products, Licensed Materials, or the underlying software and rights therein. All rights not expressly granted to Customer under these Terms are expressly reserved to HouseCanary.

‍Artificial Intelligence.

Using HouseCanary’s AI Technology. The Products may provide Customer with access to AI Technologies, such as LLM-powered chatbots, that allow Customer to request and receive AI Output derived from HouseCanary’s real estate data. By using any AI Technology provided by HouseCanary, Customer acknowledges and agrees to be bound by the following terms:

Customer’s AI Content. Customer may provide AI Input into the Products and receive AI Output generated in response to such AI Input based on our real estate data. Customer is responsible for ensuring its use of our AI Technology, including the contents of all AI Input, complies with all applicable laws and with these Terms. Customer represents and warrants that it has all necessary rights, licenses, and permissions necessary to provide such AI Input into our Products.

‍Similarity of AI Content. Due to the nature of our Products and of AI Technology generally, the AI Output that Customer receives may not be unique, and other users may receive similar AI Output in response to similar AI Inputs.

‍Accuracy. AI and machine learning are rapidly evolving fields of study. We are constantly working to improve our Products to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Products may, in some situations, result in inaccurate AI Output. When using our AI Technology, Customer acknowledges and agrees that:

The AI Output that Customer receives may not always be accurate;

Customer will not rely solely on AI Output generated by our Products for factual information or as a substitute for professional advice;

Customer must evaluate all AI Output for accuracy and appropriateness for your its case, including using human review as necessary, before using or sharing AI Output from the Products.

‍Prohibition. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, these Terms expressly prohibit, and Customer acknowledges and agrees that it shall not, under any circumstances, use, and shall not permit any third party to use, any Products, Licensed Materials (including as contained in any Customer Report), Underlying Data, HouseCanary Intellectual Property, HouseCanary’s Confidential Information, or any other data or information received from or on behalf of HouseCanary: (i) as or in AI Input to develop, train, validate, update, enhance, improve, or modify any AI Technology of Customer or a third party; or (ii) as or in prompts for any Generative AI Tools; whether for itself or for the benefit of any other person or entity. Any violation of this clause shall be considered a material breach of this Agreement, subject to all remedies provided under law. All of HouseCanary’s Confidential Information will remain subject to the provisions of Section 7 of these Terms; and nothing in this Section 2(h) shall negate or otherwise affect any of Customer’s obligations under Section 7 of these Terms with respect to HouseCanary’s Confidential Information.

‍Termination. HouseCanary may terminate Customer’s access to the Products at any time for any reason or no reason, including if: (a) HouseCanary determines that Customer is (i) in breach of or otherwise acting inconsistently with these Terms or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to HouseCanary; (b) HouseCanary determines it is required by law to terminate Customer’s access to the Products; (c) HouseCanary decides to stop providing the Products or critical portions of the Products; (d) HouseCanary determines in its sole discretion that Customer is a competitor of HouseCanary.


‍Customer Accounts and Security
Customer Accounts. To use the Products, Customer may be required to create an account. Customer is solely responsible for the information associated with their account and anything that happens related to the account. Customer agrees to provide true, accurate, current, and complete information as requested by any forms and maintain and update such information to keep it true, accurate, current, and complete. Customer’s failure to do so may result in Customer’s inability to access or use the Products.

‍Account Security. Customer is solely responsible for maintaining the confidentiality of account passwords. Customer agrees to notify HouseCanary immediately if Customer becomes aware of any unauthorized use of their password or account.

‍Account Sharing or Transfers. Accounts are registered to Customer and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances. Unless expressly authorized in any Order, Customer may not share their account with, or disclose their password to, anyone else.

‍Fees. Customer agrees to pay all fees and taxes incurred by Customer or anyone else using their account. CUSTOMER ACKNOWLEDGES THEY ARE FULLY RESPONSIBLE FOR ALL CHARGES TO THEIR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.


Fees and Payment.
‍Fees and Charges. Subscriptions. Some of the Products and Licensed Materials are available only with a paid subscription (a “Subscription”). Furthermore, some of the Products and Licensed Materials are only available to Enterprise Customers. Customers that enroll in a Subscription will be charged the Subscription Fee at the beginning of the Subscription and at the beginning of each Term thereafter unless and until Customer or HouseCanary cancels or terminates the Subscription. Subscriptions shall automatically renew for an additional Term at the end of the then-current Term unless either party provides notice of its intent not to renew. Enterprise Customers must provide notice of non-renewal sixty (60) days prior to the end of the then-current Term by providing notice to HouseCanary as set forth in Section 4.g. The foregoing fees charged to Enterprise Customers are subject to increase at the commencement of each new annual Term as set forth in Section 4.a.v.

‍New Products. HouseCanary may create and make available to Customers new Products at any given time.  Customer will be charged the applicable price of the Product, as defined in the HouseCanary Platform or on the HouseCanary site.

‍Overage Fees. Additionally, HouseCanary will charge Customer monthly in arrears for any overage fees.

‍One-Time Charges:  HouseCanary will charge Customer immediately for any single purchase of a Product where applicable.

‍Annual Price Increase. The prices charged to Enterprise Customer(s) pursuant to Section 4.a.i. (including without limitation per-unit pricing and Subscription pricing) shall increase by no more than five percent (5%) (measured on the prior Term, as applicable) at the beginning of each new Term, unless HouseCanary in its sole discretion notifies Customer of different pricing at least sixty (60) days prior to the start of such new Term.

‍Payment Method. To enroll in a Subscription or purchase access to Products or Licensed Materials, Customer must provide a current, valid, accepted method of payment (“Payment Method”) and authorize HouseCanary to charge any Payment Method associated with Customer’s account in case the primary Payment Method is declined or no longer available for payments. Customer agrees to keep any information related to the applicable Payment Method used for payment hereunder up to date. Customer shall be responsible for all charges incurred through Customer’s account as well as for paying any applicable taxes and possible transaction fees.

‍HOUSECANARY MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER UNTIL CUSTOMER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY HOUSECANARY) THAT CUSTOMER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE THE PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT ANY CHARGES SUBMITTED BEFORE HOUSECANARY COULD REASONABLY ACT TO TERMINATE CUSTOMER’S AUTHORIZATION OR TO CHANGE CUSTOMER’S PAYMENT METHOD OR THE SUBSCRIPTION.

Invoices; Payments. Enterprise Customers will be invoiced monthly or as otherwise set forth in a given Order in advance.  Payment for all amounts is due before the beginning of Customer’s next Subscription Term. All other Customers will be subject to the payment and billing terms made available to the Customer prior to accessing the relevant Products and/or services.  HouseCanary may, from time to time and at any time, change the amount of or basis for determining any fees or charges. Customer acknowledges that the amount invoiced each month may vary from month to month for various reasons, including due to overage fees, promotional offers, changes to Customer’s Product licenses or Subscriptions and changes in taxes and fees, if any.  For Enterprise Customers, in the event of any conflict between the terms of this Section 4 and the terms of any Order, these terms will govern unless expressly set forth in the given Order.

‍Delinquent Payments.  Any payments not received when due will be considered delinquent and subject to interest accrual at a rate of one percent (1%) per month (12% per annum) or the highest amount allowed by law, whichever is lower. Interest on delinquent payments will accrue from the date due until paid. HouseCanary may terminate or suspend Client’s Account for any failure to timely pay any amounts or maintain up-to-date payment method information within Client’s Account. State and local taxes or reimbursement charges for gross earnings taxes in some states may apply.

‍Suspension or Termination. HouseCanary may suspend or terminate Customer’s access to the Products if Customer’s payment is late or if Customer has unpaid, undisputed amounts due. Such suspension or termination will remain in effect until all outstanding amounts due have been paid. While Customer’s access to the Products is suspended or terminated, any promotional offers may be revoked, and Customer may be charged a fee to restore access.

‍No Returns, Credits or Refunds. Customer’s Subscription will continue in effect unless and until canceled by Customer or HouseCanary. Customer may cancel a Subscription through the HouseCanary Platform or, in the case of Enterprise Customers, by providing written notice to HouseCanary via email to cancellation@housecanary.com. Customer may cancel their Subscription subject to terms outlined in Section 4.a.i, however, there are no refunds for cancellation. If Customer cancels a Subscription before the end of the Term, Customer will have access to the applicable Products for the remainder of the current Term. If HouseCanary suspends or terminates Customer’s account or these Terms due to Customer’s breach of these Terms, Customer understands and agrees that Customer shall receive no refund or exchange for any unused time on the current Term, any license or Subscription Fees, any content or data associated with Customer’s account or use of the Products, or for anything else.

‍Free Trial. Customer may be provided a free trial to use the Products or access a specified number of reports or other Licensed Materials for a limited time as detailed on the HouseCanary Site or in an Order. Free trials may be limited in HouseCanary’s sole and absolute discretion. By agreeing to a free trial, Customer expressly authorizes HouseCanary to invoice the applicable fees for such Products upon the expiration of the free trial, as well as any overages incurred during the trial, as set forth on the HouseCanary Site or in a given Order. For clarity, Customer must notify HouseCanary of its determination to terminate a free trial on or before the last day of the free trial.

‍Beta Services. HouseCanary may make Beta Services available to Customer, which Customer may choose to use at its discretion. BETA SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY, SERVICE LEVEL SUPPORT OR INDEMNIFICATION OF ANY KIND AND HOUSECANARY EXPRESSLY DISCLAIMS ALL LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICES.  HOUSECANARY DOES NOT REPRESENT OR WARRANT THAT THE BETA SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT USAGE DATA WILL BE ACCURATE.  HOUSECANARY MAY END BETA SERVICES AT ANY TIME.


‍Delivery and Storage.
Delivery. HouseCanary shall make the applicable Products and Licensed Materials available via the HouseCanary Platform, and individual Licensed Materials may be made available via PDF, HTML, XML, FTP, API or such other medium made available by HouseCanary from time to time.

‍Storage. HouseCanary shall use its reasonable efforts to implement, or to cause its third-party service providers to implement, security measures that are customary in the real estate industry for the retention and storage of such information.


‍Intellectual Property.
HouseCanary Intellectual Property. As between HouseCanary and Customer, HouseCanary exclusively owns and at all times retains all right, title and interest in and to the HouseCanary Intellectual Property. Customer will not claim for itself or for any third parties any rights, title, interest or licenses to the HouseCanary Intellectual Property, except for the licenses expressly set forth herein. Customer further acknowledges that, as between the Parties, any derivative works, improvements, modifications, feedback, ideas or suggestions made by Customer or HouseCanary with respect to the HouseCanary Intellectual Property, and any AI Technology or related services developed, trained, validated, updated, enhanced, modified, or improved by or on behalf of Customer using HouseCanary Intellectual Property in violation of Section 2(h) of these Terms (including without limitation, all AI Output produced or generated by or on behalf of Customer) are, and shall at all times be, the property of HouseCanary, with all right, title and interest therein. Customer hereby assigns to HouseCanary all right, title and interest that Customer may have in and to any such derivative works, improvements, modifications, feedback, ideas, suggestions or AI Technology or related services (including without limitation, all AI Output produced or generated by or on behalf of Customer using any such AI Technology or related services, or from using any Products, Licensed Materials (including as contained in any Customer Report), Underlying Data, HouseCanary Intellectual Property, HouseCanary’s Confidential Information, or any other data or information received from or on behalf of HouseCanary as or in AI Input). Notwithstanding the foregoing, except with respect to any HouseCanary Intellectual Property incorporated, made available and/or displayed in a Customer Report (all of which shall remain the exclusive property of HouseCanary), HouseCanary expressly disclaims all right, title and interest in or to any Customer Report, which shall be owned exclusively by Customer. Customer further acknowledges that any goodwill or reputation for any of the HouseCanary Intellectual Property will belong to HouseCanary, with all right, title and interest therein. Customer shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation.

‍Commercial Work. If Customer violates any of the prohibitions set forth in Section 2, Customer acknowledges and agrees that any software, data, database, product, AI Technology, or related service or business (and any and all revenue therefrom) created as a result of such violation (collectively, a “Commercial Work”), shall be held by Customer in constructive trust for HouseCanary’s benefit. Customer expressly agrees to assign such Commercial Work to HouseCanary and, upon written notice, will execute and deliver any and all documents that HouseCanary deems necessary to evidence the assignment.

‍Proprietary Notices.  Customer shall not remove or modify any trademark, copyright or other proprietary legend, marking, disclaimer or notice contained in any Licensed Materials, whether delivered or communicated via an API or otherwise.

‍Customer Data.  Customer owns all Customer Data and is responsible for making and keeping current copies of all Customer Data and related information. Customer hereby grants to HouseCanary a royalty-free, worldwide, perpetual, irrevocable and fully transferable right and license to use Customer Data for the purposes of making available, enhancing, operating, developing and otherwise exploiting HouseCanary’s products and services, including the Products or any other websites and mobile applications, provided that such Customer Data is not used  in a manner that reveals information about Customer’s specific business.


‍Confidentiality.
Confidentiality Obligations. From and after the date Customer accesses the Products, each Party receiving Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) shall: (i) treat such Confidential Information as the confidential property of the Disclosing Party and be responsible for any breach of the terms hereof by itself or any authorized Person who receives Confidential Information of the Disclosing Party on its behalf; (ii) not use the Confidential Information except as permitted under these Terms; (iii) not disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party (except as authorized herein and other than to such Party’s employees or independent contractors who (A) have a need to know such Confidential Information, (B) have been advised of the confidential nature of such information and the obligations that apply to them in connection therewith and (C) are subject to obligations of confidentiality with respect to such information as stringent as those set forth herein); and (iv) maintain the confidentiality of the Confidential Information of the Disclosing Party as it would its own most highly confidential information, but in no event shall the Receiving Party use less than reasonable care.

‍Confidential Information. “Confidential Information” means any information in any form or medium (whether communicated orally or in writing, electronic or graphic form, or otherwise accessed, acquired, obtained, or observed) that (i) a Party considers confidential or proprietary, (ii) that is marked or otherwise designated as confidential or proprietary, or (iii) that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. The Products, API, and Licensed Materials shall be deemed the Confidential Information of HouseCanary. Confidential Information does not include information that:  (a) was or is in the public domain prior to the date of disclosure; (b) was or is lawfully received by the Receiving Party from a third party who is not subject to an obligation of confidentiality with respect to such information; (c) was or is already known by or in the possession of the Receiving Party; or (d) is required to be disclosed under applicable law or by a governmental or court order, decree, regulation or rule, provided that the Receiving Party gives written notice to the Disclosing Party to the extent legally permissible prior to disclosure.

‍Data Protection and Security; Breach Notification.  Receiving Party shall implement and maintain administrative, technical and physical safeguards (the “Security Procedures”) designed to: (i) ensure the security and confidentiality of Confidential Information; (ii) protect against any anticipated threats or hazards to the security, integrity or confidentiality of Confidential Information; and (iii) protect against unauthorized access to or use of Confidential Information that could result in harm to the Disclosing Party, its employees, customers or consumers.  In case of any breach or suspected breach of any systems or physical locations of Receiving Party, including those that may result in the loss or disclosure of Confidential Information (each, a “Security Incident”), Receiving Party will immediately notify Disclosing Party and promptly investigate such Security Incident, identify all losses or potential losses relating to such Security Incident, take all commercially reasonable steps to prevent any similar Security Incident from recurring, and, if necessary, comply with all requirements relating to notifications to any parties who are entitled to Security Incident notifications pursuant to applicable regulations. All such measures will be undertaken at the sole expense of Receiving Party.


‍Representations and Warranties; Indemnities; Disclaimers.
Representations and Warranties.  Customer represents and warrants to HouseCanary that (i) Customer’s responsibilities, promises and negative covenants herein will be fully complied with and rendered in accordance with all requirements identified in these Terms; and (ii) Customer has the authority to enter into and perform its obligations under these Terms and to grant the rights set forth herein. HouseCanary represents and warrants to Customer that, to the best of HouseCanary’s knowledge, the HouseCanary Intellectual Property does not infringe the copyrights, trademarks, trade secrets or patents of any third party.

‍Indemnity.
Customer shall indemnify, defend and hold harmless HouseCanary and its parent entities and its Affiliates and each of their respective officers, directors, managers, members, stockholders, employees, contractors, agents, successors and assigns (the “HC Indemnified Parties”) against any and all third-party claims (alleged or actual), damages, liabilities, losses, charges, obligations, demands, suits at law or in equity, proceedings, violations, penalties, costs and expenses (including, without limitation, investigation costs, expert costs, and attorneys’ fees) arising out of or related to (i) Customer’s breach of any representation or warranty, or any of its obligations, under these Terms or any Order; (ii) any gross negligence or willful misconduct by Customer; and/or (iii) any display or use by Customer or any third party of the Products, Licensed Materials or Customer Reports.

HouseCanary shall indemnify, defend and hold harmless Customer against any third-party claims, actions, suits and proceedings alleging that Customer’s use of the Products or Licensed Materials during the applicable Term infringes such third-party’s intellectual property rights.

The party claiming indemnification pursuant to this Section 8.b. (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of any such claim of which it becomes aware and shall: (i) at the Indemnifying Party’s expense,  reasonably cooperate with the defense or settlement of any such claim, and (ii) at the Indemnified Party’s expense, be entitled to participate in the defense of any such claim.

The Indemnified Party agrees that the Indemnifying Party shall have sole and exclusive control over the defense and settlement of any such third-party claim. However, the Indemnifying Party shall not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.

If HouseCanary is the Indemnifying Party with respect to any claim alleging infringement by the Products or Licensed Materials of any third party intellectual property right, HouseCanary may, at its sole discretion and at its own expense, (i) procure for Customer the right to continue using the Products and Licensed Materials consistent with these Terms, (ii) modify the Products or Licensed Materials so that they become non-infringing, or (iii) immediately terminate these Terms or any given Order with no further liability to Customer.

Notwithstanding any other provision of this Section 8, HouseCanary will have no liability or indemnity obligations for any claim arising (i) from Customer’s alleged breach of a contractual obligation to any third party, whether express, implied or quasi contractual; (ii) from any modifications or customizations of the Products or any Licensed Materials other than by HouseCanary; or (iii) from any non-compliance by Customer with applicable law, regulations and standards. Customer will at its own expense defend, or at its option settle, subject to Section 8.b.iii. and 8.b.iv., and hold the HC Indemnified Parties harmless from any action resulting from any claim based on any of the foregoing, including claims for damages and attorneys’ fees.

NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, SECTION 8.b.v. STATES HOUSECANARY’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS OR LICENSED MATERIALS, WHETHER UNDER THEORY OF CONTRACT, WARRANTY, INDEMNITY OR OTHERWISE.

‍Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESS SET FORTH HEREIN, THE PRODUCTS, API AND LICENSED MATERIALS ARE PROVIDED “AS-IS” AND WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. HOUSECANARY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS, API, LICENSED MATERIALS, OR THE INFORMATION THEREIN, OR THE OPERATION OR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS OR COMPREHENSIVENESS.  HOUSECANARY HEREBY EXCLUDES ALL IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT PERMITTED BY LAW, INCLUDING, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE.  HOUSECANARY HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND OF NON-INFRINGEMENT, CONCERNING THE PRODUCTS, API, LICENSED MATERIALS, AND OPERATION OR USE THEREOF.  HOUSECANARY DOES NOT WARRANT THAT THE PRODUCTS, API OR LICENSED MATERIALS WILL MEET ALL OF CUSTOMER’S BUSINESS REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCTS OR API WILL BE UNINTERRUPTED OR ERROR FREE.

Customer acknowledges and agrees that projected market and financial information, conclusions and other information contained in the Licensed Materials (and/or HouseCanary’s databases and analytical processes) are not definitive forecasts, appraisals or opinions of valuations, and are subject to market availability and the rights obtained by HouseCanary in the given markets (if any). All such information and conclusions are stated in terms of probability of likelihood based on market factors and information submitted to HouseCanary, and such information and conclusions are not guaranteed by HouseCanary and should not be construed as investment advice or relied upon for critical decision making. HouseCanary uses or has used public and/or confidential data and assumptions provided to HouseCanary by Customer or other third parties, including, without limitation the Customer Data, and HouseCanary has not independently verified the data and assumptions used in these analyses or data sets. Changes in the underlying data or operating assumptions, or any loss of access to any one or more sources will clearly impact the analyses, conclusions and valuations.

Customer acknowledges and agrees that, except as may be expressly provided herein, HouseCanary makes no representations or warranties, express or implied, regarding the Products, API, Licensed Materials (including as contained in any Customer Report), or the information contained therein, including the recommendations or the advice given therein, and HouseCanary has no liability to Customer, or to any third parties, relating to the use or implementation of the information contained in the Products or Licensed Materials (including as contained in any Customer Report), or any action, inaction or decisions (including any lending, investment, purchase or disposition decision) that may be made based on the information provided therein. Customer agrees that any decision (including any lending, investment, purchase or disposition decision) regarding or relating to or based on the use or implementation of any output, data, analysis, recommendation or advice contained in the Products or Licensed Materials (including as contained in any Customer Report) is made solely by, and at the sole and exclusive discretion of, Customer and its agents and employees. Customer further agrees that Customer, and its agents and employees shall not hold HouseCanary or any of the HC Indemnified Parties liable for the use or implementation by Customer or any other party of the information contained in the Products or Licensed Materials (including as contained in any Customer Report), or for any action, inaction or decisions (including any lending, investment, purchase or disposition decision) made by Customer or any other party based on the information provided in the Products or Licensed Materials (including as contained in any Customer Report).

The Products and Licensed Materials are provided solely for general business information, do not constitute real estate, legal, tax, accounting or other professional advice, or an offer to sell or lease real estate, and may not be used for or relied upon for these purposes. No lawyer-client, advisory, fiduciary or other relationship is created by Customer’s acceptance or use of the Products, API or Licensed Materials. Customer shall not use the Products, API or Licensed Materials for personal, family or household purposes or to determine an individual’s eligibility for credit, insurance, employment, or government license or benefit.

Customer acknowledges and agrees that HouseCanary’s information providers shall not be liable for any claim or loss resulting from the content of, errors or omissions in, or Customer’s use of the information contained in or retrieved from the Products, API or Licensed Materials or any Customer Report.


‍Limitation of Liability.
‍a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY OR MISAPPROPRIATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY OF THE OTHER PARTY, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, OR STRICT LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, NEITHER PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, OR FOR ANY LOST DATA OR CONTENT CAUSED BY ITS RESPECTIVE PRODUCTS, SERVICES OR SOFTWARE.

b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY OR MISAPPROPRIATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY OF THE OTHER PARTY, OR THE OBLIGATIONS OF THE PARTIES TO THESE TERMS OR ANY GIVEN ORDER PURSUANT TO SECTION 8.b., IN NO EVENT SHALL A PARTY’S TOTAL CUMULATIVE LIABILITY FOR DAMAGES UNDER THESE TERMS OR ANY GIVEN ORDER (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) EXCEED THE AMOUNT PAID BY CUSTOMER TO HOUSECANARY UNDER THE ORDER PURSUANT TO WHICH THE GIVEN CLAIM AROSE DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE GIVEN CLAIM, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE LIMITATION SET FORTH HEREIN LIMIT A PARTY’S RIGHT TO OBTAIN EQUITABLE RELIEF AGAINST THE OTHER PARTY OR LIMIT A PARTY’S RIGHTS TO ANY AMOUNTS PAYABLE UNDER THESE TERMS OR ANY GIVEN ORDER.

EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THESE TERMS OR ANY GIVEN ORDER.


‍Compliance with Applicable Laws.
Customer shall comply with all applicable federal, state, county and local laws, rules, ordinances, regulations, and codes, including those governing privacy, data protection, fair information practices, public records, marketing to consumers, and consumers’ rights to privacy, in connection with its use of the Products, Licensed Materials, Customer Reports or otherwise. Customer will procure all required permits, approvals, inspections and certificates in order to operate its business in compliance with all applicable laws. Customer shall be solely responsible for all uses of the Products, Licensed Materials and/or Customer Reports, including any violation of law arising out of its unauthorized use or misuse of the foregoing.


‍Termination.
Termination for Breach. If Customer breaches any material term or condition of a given Order or these Terms, including, without limitation, its payment obligations thereunder, Customer will have thirty (30) days (or five (5) days, in the case of any breach of its payment obligations thereunder) after the delivery of written notice by HouseCanary to cure the breach (if such breach is curable). If such breach is not cured within such thirty (30) day period (or five (5) day period, as applicable), or is not curable, or if Customer becomes insolvent or seeks protection under any bankruptcy, receivership, trust, deed, creditor’s arrangement, or comparable proceeding, or if any such proceeding is instituted against Customer and not dismissed within sixty (60) days, HouseCanary will have the right (but not the obligation) to terminate the applicable Order and/or these Terms.

‍No Compensation. Customer shall not be entitled to any compensation (whether for the loss of distribution rights, goodwill or otherwise) as a result of the termination of the applicable Order and/or these Terms in accordance with their respective terms.

‍Effect of Expiration or Termination.  Upon any expiration or termination of any given Order or these Terms, Customer will immediately (i) cease all use of the HouseCanary Platform, the Products and any HouseCanary API; (ii) in the event of a termination of the applicable Order and/or these Terms by HouseCanary pursuant to Section 11.a., cease using and return to HouseCanary, or at HouseCanary’s request, destroy, every copy of the Licensed Materials or any derivatives thereof in its possession or control (including the Licensed Materials in any Customer Reports); (iii) provide HouseCanary with written certification of its compliance with the foregoing; and (iv) pay all charges and Subscription Fees arising under a given Order and these Terms (A) for any period occurring prior to any expiration or termination, plus (B) in the event of a termination of the applicable Order and/or these Terms by HouseCanary pursuant to Section 11.a., the applicable charges and Subscription Fees due for the remainder of the applicable Term.

‍Privacy; SLA; Product Changes.
‍Privacy. All personal information about Customer, including any Customer Data and any information stored or transmitted in any way through use of the Products is subject to HouseCanary’s Privacy Policy, which is incorporated into these Terms by this reference.

‍Service Level Agreement; API. HouseCanary’s Service Level Agreement is incorporated into these Terms by this reference. The use of HouseCanary’s proprietary API and the limitations thereof is subject to the API Terms and Conditions, which are incorporated into these Terms by this reference. Updates that reflect changes to the API will be effective thirty (30) days after posting at the above link.

‍Product Changes. HouseCanary is constantly improving its Products, so they may change over time. HouseCanary may suspend, discontinue, or modify any part of the Products, add new features, or limit access to certain features (“Product Changes”). HouseCanary reserves the right to make Product Changes at any time and will notify Customer of these changes through the HouseCanary Site, by email, or other methods.

‍Miscellaneous.
‍Governing Law; Arbitration. These Terms and each Order shall be governed by the laws of the State of California, without regard to any choice or conflict of laws principles.

Any dispute, claim, controversy or allegation arising out of or relating to these Terms, any Order, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be finally and exclusively resolved by binding arbitration administered by JAMS under the Comprehensive Rules that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. Arbitration may be initiated by either Party by sending a written notice requesting arbitration to the other Party. Any election to arbitrate by one Party shall be final and binding on the other. The arbitration shall take place in San Francisco, California, and the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each Party waives any right to pursue claims in court or to have a jury trial and agrees that arbitration shall be the sole and exclusive forum for resolving disputes. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in San Francisco, California, if necessary to protect its rights pending the outcome of arbitration.

‍Entire Agreement.  These Terms, including all documents referenced in these Terms and any other terms and conditions set forth in a given Order and/or governing the use of the Products, constitute the entire agreement and understanding between the Parties and supersede all prior or contemporaneous oral and written statements made by the Parties with respect to such subject matter. Any reference herein to these Terms will include a reference to each Order that incorporates these Terms.

‍Electronic Signatures. By agreeing to these Terms Customer waives, to the extent permitted under applicable law, any rights or legal requirements that require an original (non-electronic) signature or the delivery or retention of non-electronic records in order for a contract to be legally binding.

‍Amendment. HouseCanary may update these Terms, including, without limitation, to the billing and payment structures described in Section 4, in its sole discretion at any time. HouseCanary will use reasonable efforts to notify Customer of any material update to these Terms and the updated version will be made available on the HouseCanary Site. Customer must agree to the update to continue using the Products. In the event of any conflict between these Terms and an Order, the Order will govern.

‍Assignment. Customer may not assign its rights, or delegate its obligations, under these Terms to any other Person without the express written approval of HouseCanary and any attempt at assignment in violation of this Section 13.e. shall be null and void.  HouseCanary may assign these Terms or any given Order without limitation, including to an acquirer of all or a substantial portion of its business or assets.

‍Waiver. HouseCanary’s waiver, express or implied, of any breach of these Terms by Customer will not waive any subsequent breach by Customer of the same or a different kind.

‍Independent Contractors.  The Parties acknowledge and agree that they are acting as independent contractors. These Terms do not create a joint venture, partnership, or employment relationship, nor give either Party authority to bind the other Party in dealings with third parties.

‍Severability. In the event any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the other provisions of these Terms will remain in full force and effect.

‍Third Parties. The Parties acknowledge and agree that certain of HouseCanary’s licensors are a direct beneficiary with respect to Sections 2, 8 and 10 of these Terms and Conditions and may rely on and enforce each of such provisions as if such licensor was a party hereto. Otherwise, unless explicitly granted herein (including within the indemnification provisions herein), the Parties do not intend to grant any third-party rights under these Terms, and any laws granting such rights shall not apply to these Terms.

‍Attorneys’ Fees.  In any legal or administrative action or proceeding to enforce these Terms, the prevailing Party shall be entitled to recover all reasonable costs, including attorneys’ fees and costs, from the losing Party.

‍Publicity.  HouseCanary may publicly disclose that Customer is a client/licensee of HouseCanary and display Customer’s name and logo in connection with such disclosure.

‍Headings. The headings used in these Terms are intended solely for convenience of reference and will be given no effect in the interpretation or construction of these Terms.

‍Force Majeure. Except for its confidentiality and payment obligations hereunder, neither Party shall have any liability for any failure or delay in performing an obligation under an Order and/or these Terms as a result of a cause beyond its reasonable control, including without limitation: earthquake, storm, flood, fire, or other natural catastrophes; epidemic, pandemic, or quarantine; explosion, power failure, civil insurrection, act of any military, civil or regulatory authority, acts of war or terror; or other acts of God (collectively, “Force Majeure”). The affected Party must notify the other Party within ten (10) days of such Force Majeure event. If the Force Majeure event(s) continue for thirty (30) days or more during any twelve (12) month period, either Party may terminate the applicable Order and/or these Terms by written notice to the other Party.

‍Survival.  Sections 1, 2.a.iii., 2.b., 2.c., 2.f., 4, 5.b., and 6 through 14 of these Terms, and the provisions of any Order contemplated to survive the termination or expiration of such Order, shall survive any expiration or termination of an applicable Order or these Terms indefinitely.

‍MLS Terms of Use.
‍Before viewing the MLS content made available through the Products, Customer acknowledges and agrees to all of the following MLS Terms of Use: (a) to use the Products only for Customer’s personal use and not for commercial uses (except to the extent a commercial use is otherwise expressly permitted under these Terms or the terms of an applicable Order); (b) that Customer is considering entering into a lawful consumer-broker, seller/buyer/fee for service-brokerage, or similar relationship with HouseCanary as defined by applicable state or provincial/territorial law; (c) Customer has no obligation to work with HouseCanary to assist Customer in valuing a property and Customer can choose to work with HouseCanary or not; (d) the MLS Terms of Use and the relationship described herein does not create a financial obligation for Customer and any such obligation would be pursuant to a separate Order, sales quote incorporating these Terms, or other written or electronic agreement expressly agreed by Customer; (e) that Customer has a bona fide interest in the purchase, sale, lease or research of one or more Subject Properties through the Products; (f) that Customer will not, directly or indirectly, display, post, disseminate, distribute, publish, broadcast, transfer, sell, or sublicense, any information provided through the Products to another individual or entity (this prohibition expressly includes the activities prohibited by Section 2(e) of these Terms and any other activity intended to collect, store, re-organize, summarize, or manipulate any information provided or any related data); and (g) Customer acknowledges that the individual MLS which supplies the listing data, owns such data and Customer acknowledges the validity of the MLS’s system, and the MLS’s proprietary rights and copyright to such data or any related data. HouseCanary also explicitly authorizes MLS employees, MLS members, or their duly authorized representatives to access HouseCanary’s website for the purposes of verifying compliance with MLS rules and monitoring the display of participants’ listings on the Site.

Information from MLS sources is deemed reliable but not guaranteed. Additional disclosures apply to residents of Colorado, Kansas, Missouri, New York, North Carolina, Rhode Island, South Carolina, and Texas.

HouseCanary receives the homes for sale from many listing sources. The disclaimers, currently located at https://www.housecanary.com/legal/mls-disclaimers, but which may be changed from time to time at HouseCanary's sole discretion, apply to listings only from that particular data source.

Questions

If you have any questions about this California Privacy Rights, or any of our privacy practices, please reach out to us at privacy@housecanary.com.