Terms of Service

Introduction

This document outlines the terms, conditions, and policies governing the use of the Domalytx Platform and associated services. By accessing or using our services, you agree to be bound by these terms and conditions.

1. Platform Usage and Remote Consultations

1.1 Basis of Service

All platform usage and related consultations are conducted through online means, including text, email, or video chat visual examinations. No on-site visits are performed, and we rely solely on information provided by the customer or through online research.

1.2 Limitations and Conditions

Evaluations of existing structures require certain assumptions regarding existing conditions. Some of these assumptions cannot be verified without expending additional sums of money or destroying otherwise adequate or serviceable portions of the building. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Domalytx against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising out of or in any way connected with this Project.

We will have no liability for any claim or complaint if conditions have been disturbed, altered, repaired, replaced or otherwise changed before we have had a reasonable period of time to investigate.

1.3 Exclusive Use

All consultations and reports are for the exclusive use of the client named herein. No use of the information by any other party is intended.

2. Professional Services and Standards

2.1 Standard of Care

Domalytx shall perform those professional services as specified in the AGREEMENT and detailed herein. In rendering these services, Domalytx shall apply the skill and care ordinarily exercised by contemporaneous design professionals of the same discipline currently practicing under similar circumstances at the same time and in the same or similar locality. Upon notice to Domalytx and by mutual agreement between the parties, Domalytx will, without additional compensation, correct those services not meeting such a standard. Domalytx makes no additional warranty except for that provided herein. All other warranties, express and implied, are expressly disclaimed.

2.2 Compliance

Domalytx shall put forth reasonable professional efforts to comply with the applicable laws, codes and regulations in effect as of the date of the execution of this AGREEMENT.

3. Liability and Limitations

3.1 Limitation of Liability

In no event shall Domalytx be liable to the CLIENT or to any third party for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, or lost profits or revenues, or diminution in value, arising out of, relating to, or in connection with any breach of this agreement, regardless of: (a) whether such damages were foreseeable (b) whether or not Domalytx was advised of the possibility of such damages (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based

3.2 Risk Allocation and Aggregate Liability

In recognition of the relative risks and benefits of the project to both the CLIENT and Domalytx, the risks have been allocated such that the CLIENT agrees, to the fullest extent permitted by law, to limit the liability of Domalytx, its officers, employees, and sub-consultants on this project for any and all negligent acts, injuries, claims, losses, expenses, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of Domalytx shall not exceed the amount of fees paid to Domalytx under this AGREEMENT. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

3.3 Indemnification

The CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless Domalytx, its officers, directors, employees and sub-consultants (collectively, Domalytx) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the CLIENT'S: (a) negligent acts in connection with the PROJECT and the acts of its contractors, subcontractors or consultants or anyone for whom the CLIENT is legally liable (b) material breach of the CLIENT'S obligations under this Agreement

The CLIENT agrees that any and all limitations of Domalytx's liability, waivers of damages by the CLIENT to Domalytx and indemnifications by the CLIENT to Domalytx shall include and extend to those individuals and entities Domalytx retains for performance of the services under this Agreement, including but not limited to Domalytx's officers, partners and employees and their heirs and assigns, as well as Domalytx's sub consultants and their officers, employees, heirs, and assigns.

4. Legal Actions and Time Limitations

4.1 Time Bar to Legal Action

All legal actions by either party against the other arising out of or in any way connected with this AGREEMENT or the services to be performed hereunder shall be barred and under no circumstances shall any such legal action be initiated by either party after five (5) years from the date of Substantial Completion, unless this AGREEMENT shall be terminated earlier, in which case the date of termination of this AGREEMENT shall be the date on which such period shall commence.

4.2 Governing Law

Unless otherwise specified, this contract shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply.

5. Data Alignment Agreement

5.1 Agreement Terms

This Data Alignment Agreement is entered into between Domalytx Inc., a Delaware corporation ("Domalytx") and the company or legal entity agreeing to this Agreement ("Company"). Company, and the individual accepting this Agreement on behalf of Company, understand that by performing any of the following: (a) clicking the "I Agree" button (b) accessing Domalytx's shared data platform (c) otherwise assenting to this Agreement Company is executing this Agreement as of such date ("Effective Date") and agreeing to be bound by its terms.

5.2 Scope and Obligations

Pursuant to this Agreement, Company will provide Domalytx with home inspection reports (the "Reports") in exchange for receiving access to Domalytx's data and services.

5.2.1 Domalytx Obligations

• Compliance with all applicable laws and regulations, including all applicable data protection, privacy, intellectual property, marketing and consumer laws
• Provide company with:
  1. 1. Access
  2. 2. Digit
  3. 3. Geo

5.2.2 Company Obligations

Company represents and warrants that:

1. It has all necessary rights, licenses, consents, and permissions to provide the Reports
2. The Reports do not and will not infringe upon or violate any intellectual property rights, privacy rights, or other rights of any third party
3. Providing the Reports to Domalytx will not breach any applicable laws, regulations, or contractual obligations

5.3 Exclusivity

Company agrees that it will not provide, sell, license, or otherwise distribute the Reports to any direct competitor of Domalytx. Company further agrees to promptly notify Domalytx if approached by any competitor regarding the provision of similar reports or services.

5.4 License Grant

Company hereby grants to Domalytx a perpetual, irrevocable, worldwide, royalty-free license to aggregate, modify, adapt, and create derivative works from the Reports provided to Domalytx under this Agreement. This license includes the right to combine the reports or data with other information and to use, reproduce, distribute, and commercially exploit the aggregated or derivative works in any form, medium, or manner, without further consent from the Company as part of Domalytx' offerings. All rights to such derivative works or products will vest solely with Domalytx, and Company hereby waives any claims to ownership, royalties, or other compensation with respect to such works or products.

6. Confidentiality

6.1 Definition

"Confidential Information" means any information disclosed by or on behalf of one party (the "Discloser") to the other Party (the "Recipient") that is designated as "confidential" or "proprietary", or which should reasonably be understood to be confidential given the nature of the information or the circumstances of the disclosure. Confidential Information includes: (a) information relating to the Discloser's business affairs, business plans, promotional activities, and technology, including the Solution (b) the terms of this Agreement

Confidential Information does not include any information that: (i) is or becomes publicly available through no fault or action of the Recipient (ii) is acquired by the Recipient from another source that does not owe confidentiality obligations to the Discloser (iii) the Recipient establishes by documentary evidence was known to Recipient prior to receiving the same from the Discloser (iv) the Recipient establishes by documentary evidence was or is independently developed by the Recipient without access or reference to or use of the Discloser's Confidential Information

6.2 Restrictions

The Recipient will not, and will not permit others to: (a) use the Discloser's Confidential Information for any purpose outside the scope of this Agreement without the Discloser's prior written consent (b) disclose the Discloser's Confidential Information to any person or entity, except to the Recipient's employees, affiliates, agents, contractors and service providers who: (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement (ii) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under this Agreement

7. Privacy Policy

7.1 Data Collection and Protection

• We collect only essential information necessary for providing our services
• Personal information is handled with strict confidentiality and security measures
• We implement industry-standard security protocols and regular security audits
• Access to personal information is strictly limited to authorized personnel
• We do not store personal information beyond what is necessary for service delivery
• We do not sell or share personal information with third parties for marketing purposes

7.2 User Rights

Users have the right to:

• Access their personal information
• Request correction of inaccurate information
• Request deletion of personal information
• Opt-out of non-essential communications

8. AI Technology Usage and Disclaimer

8.1 AI Services

Our platform utilizes artificial intelligence technologies to provide certain services and recommendations. Users acknowledge that:

• AI responses are generated based on available data and programming
• We cannot guarantee the complete accuracy of AI-generated responses
• AI outputs require independent verification
• AI-generated content should not be considered definitive professional advice

8.2 Verification Requirement

Users must:

• Independently verify all AI-generated recommendations
• Seek professional consultation for critical decisions
• Not rely solely on AI-generated advice for important matters
• Understand that AI responses are suggestions rather than definitive solutions

9. Recording Notice

The discussion can be recorded for quality control & training purposes - both team members and technological products.

10. Modifications and Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to/the court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

11. Amendment and Waiver

No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by each Party. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

12. Assignment

Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Domalytx. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement.

This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns