TERMS OF USE

Please read these Terms of Use carefully before using Pearl’s products and services.

PLS INC. d/b/a Pearl Certification provides products and services for consumers, professionals, partners and the general public to capture, measure and communicate the features and benefits of high performing homes, as well as provide information and guidance on how to improve a home’s performance.

By using the Pearl System, including Pearl’s apps, calculators, websites, materials - and the Pearl Home Performance Report, you agree to abide by these Terms of Use and the terms in our Privacy Policy (linked here and incorporated herein).

In addition to these Terms, software or services that are included in or otherwise made available to you through the Services may be subject to separate agreement between you and Pearl, such as master service agreements. If these Terms are inconsistent with any such agreements, those agreements will control.

Introduction

Thank you for your interest in Pearl’s products and services. Pearl empowers consumers to make informed decisions by providing knowledge, tools, and resources to improve their homes’ performance, and to ensure that these features are accurately reflected in the home’s value.

Pearl's Performance Report is one of our most important offerings for homeowners. We complement our Performance Report with digital tools that help homeowners make smart investments in their home’s performance, support contractors and manufacturers in delivering exceptional value to homeowners, assist real estate agents in marketing high-performing homes, and empower public sector programs to transform the market and protect consumers.

Pearl products include Pearl’s digital products (e.g., websites, apps, online calculators, widgets, APIs) as well as products that are intended to be printed (e.g., PDFs), or are printed (e.g., Pearl Performance Report and Real Estate Listing Package). Services include providing education content and general recommendations of best practices (e.g., on our website), fulfilling Orders, and providing customer support. A list of Pearl’s primary products can be found at https://pearlcertification.com....

To fulfill its mission, Pearl engages with a variety of audiences, including the general public, specific consumer segments (e.g., home owners, home buyers, home sellers, renters), and specific professional segments (e.g., real estate agents, appraisers, lenders, builders, home service professionals, home inspectors, manufacturers, distributors, retailers, insurers), as well as rate-payer and tax-payer programs (e.g., utility programs and local, state, and Federal programs).

These Terms of Use apply to all Users of the Pearl System, including but not limited to Users that create or activate an account. Becoming an Account Holder is not required to become a User. You become a User by visiting our website(s), creating or activating an account, signing up to receive newsletters or blogs, using our reports, dashboards, calculators, or other materials and content to make decisions. By doing so, you acknowledge and agree that you:

(a) have read, understand, and agree to be bound by these Terms of Use in their entirety;

(b) consent to the use of electronic signatures when applicable (which you agree are the same as handwritten signatures for purposes of validity, enforceability and admissibility), contracts, orders, and other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the site or through any other interactions with Pearl; and depending on jurisdiction; and

(c) waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws that require: (i) an original signature, (ii) delivery or retention of non-electronic records, or (iii) payments or the granting of credits in ways other than through electronic means if a waiver is permitted in your jurisdiction.

Because Account Holders may be allowed access to specific products or services that are part of the Pearl System, Account Holders may be subject to additional terms entered into by Account Holders with Pearl. For example, an Account Holder and Pearl may enter into Master Service Agreements or other legal agreements. MSAs may contain terms and conditions that supersede or expand upon the Terms of Use. Absent a specific MSA, any and all Users of the Pearl System are subject to these Terms of Use.

The Company Privacy Policy is part of these Terms of Use and is incorporated herein by this reference. By accepting these Terms of Use you agree to the collection and use of your information by the Pearl System as described in the Privacy Policy.

THESE TERMS CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THESE TERMS, YOU AND PEARL AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION.

TO ENTER INTO THE CONTRACT CREATED BY THESE TERMS, YOU MUST BE AN ADULT AT LEAST THE LEGAL AGE OF AUTHORITY. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING THE PEARL SYSTEM, DEFINED BELOW, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THESE TERMS (INCLUDING ITS DISPUTE RESOLUTION TERMS).

Definitions

“Pearl,” “Company,” “we,” “our,” and “us” means PLS INC. d/b/a Pearl Certification.

“Pearl System” includes Pearl’s products, reports, marketing products, services (including customer support), websites, applications (mobile and web-based), calculators, blogs, newsletters, and derivative artifacts (Pearl SCORE, equity calculations, energy and carbon calculations, and marketing resources for users of the Pearl System).

“Pearl Home Performance Report,” “Pearl Report,” “Pearl Certification Report,” or other variations means the presentation of Home Data, insights, recommendations, or other elements of the Pearl System into a format that provides relevant information to a specific audience at a specific point in time e.g., a report for a homeowner who wants to understand the current state of their home and learn how to improve it.

“Users” include consumers and professionals that use one or more Pearl products or services belonging to the Pearl System. Users include visitors to Pearl’s website as well as consumers and professionals that are using Pearl’s Performance Report and/or associated digital or printed materials. Users are not required to be Account Holders.

“Account” is an arrangement or profile created by an individual or entity with Pearl that enables access to specific services, resources, or information. An account typically (but not necessarily) includes a unique identifier, such as a username or account number, and is secured by a password or other authentication methods to protect user information and activities associated with it.

“Account Holders” are a subset of Users and are individuals or entities that have registered for, maintain, or are otherwise authorized to access and use a specific Account or service in the Pearl System. These persons or entities are responsible for maintaining the account, complying with the Terms of Use, and safeguarding any Personal Information or Sensitive Information associated with the account.

“Content” includes all material stored, displayed and accessible in the Pearl System.

“Force Majeure Event” means any party’s delay or failure to perform as required under these Terms of Use as a result of any causes or conditions that (a) are beyond the party’s reasonable control (including, but not limited to, acts of God), including storms and other natural occurrences; fires; explosions; telecommunications, Internet, or other network failures; results of vandalism or computer hacking; national emergencies, insurrections, acts of terrorism, riots, wars, strikes, or other labor difficulties; and (b) the party is unable to overcome through the exercise of commercially reasonable diligence.

“Home Data” means information or content about a home or a property including but not limited to a home’s physical, legal, and economic characteristics. Home Data is a subset of Non-Personal Information and is not considered Sensitive Information or Personal Information. Home Data may be collected through public sources, such as public property records and permit data, or may be provided to Pearl by Users of the Pearl System.

“Non-Personal Information” means information or content other than Personal Information, including, for example: (a) Home Data, (b) aggregated, anonymized, or de-identified information about our Users, and (c) other information that does not identify any individual.

“Personal Information / Personally-Identifiable Information / PII” means information relating to an individual that can be used to identify, locate, or contact that individual, alone or when combined with other personal or identifying information, such as: name, e-mail address, phone number, or personal characteristics (such as photos), and any Sensitive Information (as described below), or any other information about an individual that we collect through the Pearl System and maintain in personally identifiable form in combination with other personally-identifiable information. However, the address of a home and other Home Data (as described above) does not constitute Personal Information unless it is combined with an individual’s name, phone number, e-mail address, or other identifying information about such individual. Personal Information does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records.

“Sensitive Information” means Social Security numbers, passport numbers, driver’s license numbers, bank account numbers, credit or debit card numbers, insurance policy numbers, login or authentication credentials (such as passwords), or other similar information. Sensitive information is not limited to personal information, but may include commercially sensitive information such as pricing.

“Orders,” or “E-commerce” are requests for a Pearl product or service in exchange for a payment. For example, consumers or listing agents may order a Pearl Performance Report for their home (or their client’s home); a builder may request a Pearl Performance Report for a home that it constructed; or, a governmental or utility program may request a Pearl Performance Report for a home that was improved under a rebate program.

“Payment Processors” are third-party companies or services that handle and facilitate the transactions between Pearl and you. They act as an intermediary to securely process payments, ensuring that funds move from your payment method (such as a credit card, debit card, or bank account) to Pearl’s bank account.

“Service Claim” or “Ticket Claim” means a request to resolve an issue or complaint brought by a User of the Pearl System and submitted to Pearl through its dispute resolution process as described in these Terms of Use.

“Master Service Agreement” or “MSA” means a legal contract or other formal agreement between Pearl and an individual or entity outlining the terms and conditions for accessing and using the Pearl System. This type of agreement defines the rights, responsibilities, and limitations for both Pearl and the other entity, covering aspects such as permitted uses, fees (if applicable), data privacy, intellectual property, liability, and dispute resolution. It aims to protect both parties and ensure compliance with relevant laws and regulations. An MSA may include a separate terms of use that includes roles and responsibilities that are outside the scope of this Terms of Use policy.

“Indemnified Parties” refers to individuals or entities, including Pearl, its parents, subsidiaries, affiliates, joint ventures, and third-party service providers, and each of their respective officers, directors, employees, agents, shareholders, co-branders, content licensors, suppliers, contractors, agents, and other partners, that are protected under the indemnification clause of this Terms of Use.

“Claim Notice” means a written notice that includes (1) a description of a Service Claim and (2) a proposed resolution.

Use of the Pearl System

By accessing and using the Pearl System, you agree to the following responsibilities:

Acceptable Use Policy for All Users

Compliance with Laws and Policies: You agree to use our website in compliance with all applicable laws, rules, and regulations. You also agree not to engage in any activity that may harm, disrupt, or misuse our services or platform. You agree to obtain in advance all consents, approvals, licenses, and permissions necessary to use the Pearl System, including any capture and use imagery of any home feature or documents associated with home features, Home Data, or any other characteristics.

Respectful Interaction: We value a respectful and positive environment for all Users. You agree to engage respectfully with other users and our team members and refrain from any harassing, abusive, or disruptive behavior. Violations may result in restricted access, including possible account suspension or termination.

Reporting Issues: If you encounter any security vulnerabilities, errors, or issues that may compromise the website’s functionality or security, you agree to promptly report these issues to us. Pearl is committed to maintaining the integrity and security of our products, services, and systems. If you believe that you have discovered a potential security vulnerability or bug within any of Pearl’s publicly available digital platforms or technology, we would like for you to let us know as soon as possible by emailing us at [email protected] and as described in our Responsible Disclosure Program.

Pearl strives to ensure that all Home Data are completely accurate and, to the extent possible, represent the current state of a property. However, home features can and do frequently change. And some data may have been unintentionally associated with a home and/or not caught as part of Pearl’s quality control and quality assurance processes. If you believe that you have discovered inaccurate Home Data, you agree to contact Pearl at [email protected] to report a concern about the accuracy of Home Data.

Permitted Activities.

The Pearl System is intended to provide helpful, informative, and engaging Content for Users. You may:

Access content and services available digitally or on printed materials, for personal or business purposes, as intended.
Share, post, and interact with content in ways that are respectful, non-disruptive, and align with our community standards.
Use the Pearl System to learn more about our offerings, request information, subscribe to newsletters, and create accounts as outlined in our Terms of Use.
Request access to your home’s record and update your home’s record by providing Pearl Home Data.
Request to transfer ownership of a home during the home buying and selling process.

Prohibited Activities.

You agree that you are prohibited from doing any of the following:

Access the Pearl System through any automated or manual process for the purpose of monitoring the Pearl System’s performance, functionality, or availability for any commercial purpose;
Access, retrieve any data from, or otherwise perform any other activities on or through the Pearl System using any type of software or other automated process (e.g., scripts, robots, scrapers, crawlers, or spiders);
Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any component of the Pearl System, in whole or in part;
Copy, modify, reproduce, publish, misappropriate, distribute or otherwise infringe or use content, any component of the Pearl System or any intellectual property rights therein without authorization, including to create derivative works of the Pearl System, in whole or in part;
Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Pearl System;
Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Pearl System, or to bypass, disable, or block any portion of the Pearl System, associated software, or any Company server or computer system;
Simulate the appearance or function of Pearl on another website, such as through “framing” or “mirroring.”
Restrict or inhibit any other user from using and enjoying the Pearl System;
Use the Pearl System in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of Pearl or any person, or that violates any applicable law;
Use the Pearl System in connection with or to promote any products, services, or materials, that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, multi-level marketing proposals, advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Pearl), hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities, or engage in spamming or flooding;
Post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component; or through intent or gross negligence, use Pearl’s System in a way that comprises the integrity of Home Data and/or the accuracy or veracity of Pearl’s products and services;
Make disparaging or defamatory statements about the accuracy of Home Data without providing Pearl an opportunity to address the concern and make necessary corrections, if Pearl in its discretion deems necessary;
Engage in hate speech and harassment. You may not use our platform to threaten, harass, bully, or otherwise harm other users or members of our team. Hate speech, discrimination, and any other forms of abusive behavior are strictly prohibited.
Impersonate or provide false information. You may not impersonate other individuals or entities or provide false information when using the Pearl System.
Commercial Exploitation. You may not use the Pearl System for commercial purposes that are not explicitly authorized by us, including soliciting other users or engaging in activities that monetize access to the Pearl System or user interactions.
Use the Pearl System in any manner that we determine in our reasonable discretion is abusive, harmful, or obfuscates the Pearl System, including any information available on the Pearl System.

Engaging in prohibited activities may result in restricted access to the Pearl System, removal from our newsletter, account suspension, or termination, as well as other legal remedies as outlined in this agreement.

Acceptable Use Policy for Account Holders

In addition to the above terms, Account Holders agree that:

Registration: You must be at least eighteen (18) years of age with the requisite equipment and Internet connection to access the Pearl System. If at any time any of the information you supply as part of your account registration changes, you must immediately inform Pearl of these changes. You acknowledge that you have independently evaluated the desirability of using the Pearl System and that you have not relied on any representation or warranty about the Pearl System other than those set forth in these Terms of Use.

Authentication: We reserve the right to authenticate your identity in accessing your Account. In the event that you decide to log into your Account using a third-party social media or authentication service or otherwise provide us with access to information from such third-party social media or authentication service, Pearl may obtain necessary information to authenticate the Account Holder and any other necessary registration information. Please note, that social media or third-party authentication services may not be available at all times, and Pearl does not guarantee their availability or reliability.

By claiming your home, Pearl reserves the right to authenticate that you are the rightful owner of the property. Pearl may search public records or request documentation that supports your claim of ownership of the property.

Account Username and Password: You are required to register for a username and to set a password prior to obtaining access to the certain products or services of the Pearl System. You acknowledge and agree that: (a) you are responsible for maintaining the security and confidentiality of your username and password; (b) you will not use any other Account Holder’s username and password to access that User’s Account; (c) you will not permit others to access your User Account or any other User Account; and (d) you will not sell, trade, or otherwise share your username and password with any other person. If you violate any of these provisions, you agree that you are responsible for any actions that occur through your User Account, whether or not taken by you. You agree to notify us immediately of any unauthorized access to or use of your account. We are not liable for any loss or damage resulting from your failure to secure your account.

Fees and Billing: If you wish to purchase any product or service through the Pearl System, you may, at Pearl’s sole discretion, be presented with the applicable fees and billing arrangement prior to your purchase, which may include the charging of fees to a payment card on a recurring basis. In addition to those fees, you shall be responsible for paying any and all applicable sales or use tax due to any and all taxing authorities arising from, or in connection with, your use of the Pearl System. BY SUBMITTING PAYMENT, YOU REPRESENT AND WARRANT THAT YOU (A) ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND (B) HAVE THE LEGAL RIGHT TO USE THE PAYMENT MEANS SELECTED BY YOU. By supplying payment card information, you authorize our use of such information in accordance with our Privacy Policy, including, but not limited to, our provision of such information to third parties for the purposes of payment processing. You also understand and acknowledge that Pearl uses a third-party Payment Processor to process credit card payments on our behalf, and when you supply payment information in connection with a purchase you agree that Pearl is not responsible for the security of such information when it is in the control of the third-party payment processor.

Pearl uses Payment Processors, including Stripe, Inc. and Recurly, Inc.. We are not responsible for errors, delays, or failures in the payment process once payment data has been transmitted to the Payment Processor. For disputes or issues related to payments, refunds, or chargebacks, please contact the appropriate Payment Processor directly, or refer to our Refund Policy. All refunds and chargebacks will be processed according to our Refund Policy and the appropriate Payment Processor’s terms. By submitting payment, you agree that any dispute over charges will first be raised with the appropriate Payment Processor. Any fees or penalties associated with chargeback claims may be passed on to you if deemed your responsibility under the Payment Processor’s policies. We reserve the right to suspend or terminate your account in the event of excessive chargeback claims.

Term and Termination. Pearl reserves the right, in its sole discretion, to deactivate, restrict, suspend, or terminate your User Account, with or without cause. You may, in your sole discretion, terminate your Account by submitting an email notice to Pearl at [email protected] . Upon any expiration, termination, restriction, or suspension of your Account or your participation in the Pearl System:

Any and all licenses and rights granted to you in connection with these Terms of Use shall immediately cease and terminate;
Any and all confidential or proprietary information of Pearl that is in your possession or control must be immediately returned or destroyed. If requested by Pearl, you or an authorized agent will certify in a signed writing that all such confidential and proprietary information has been returned or destroyed; and
Obligations that, by their nature, would survive any termination or expiration of the Account shall survive any termination or expiration of the Account.

Accurate Information: If you provide information to create an account, subscribe to our newsletter, or provide Home Data to Pearl using a Pearl app or through other methods, you agree to provide accurate, current, and complete information. You are responsible for maintaining and promptly updating this information to keep it accurate and complete.

THE ACCURACY OF HOME DATA IS CRITICAL. ALL DATA MUST BE ENTERED IN GOOD FAITH AND IN ACCORDANCE WITH THESE TERMS. By using the Pearl System, you acknowledge and agree that you are solely responsible for ensuring the accuracy and completeness of all information and data provided by you during the asset update. Pearl and its affiliates rely on the information you submit, and any errors, inaccuracies, or omissions may impact your certification and other related services. We are not responsible for any consequences arising from inaccurate or incomplete information provided during your use of the Pearl System. Pearl reserves the right to correct or supplement home information and data if it learns it is incomplete or inaccurate.

Newsletter Opt-Out: If you have opted into receiving our newsletter, you may unsubscribe at any time through the link provided in the emails or by contacting us directly. It is your responsibility to manage your subscription preferences.

Failure to adhere to these responsibilities may result in restricted access to our website, removal from our newsletter, account suspension, or termination, as well as other legal remedies as outlined in this agreement.

Intellectual Proprietary Rights and Limited License

Pearl’s Content. The intellectual property rights or other proprietary rights to all Content, including, any rights in the design, selection, arrangement, compilation, and coordination of such Content, are owned by or licensed to Pearl and are protected under applicable laws (including, but not limited to, copyright, trademark, and other intellectual property laws). You acknowledge and agree that you do not acquire any ownership rights over the Pearl System, Content, or any other information whatsoever obtained by using the Pearl System, even if you are an Account Holder.

No License to Users. Except as expressly provided in these Terms of Use or with Pearl’s express written consent, you are not granted any rights or licenses to use any patents, copyrights, trade secrets, rights of publicity, or trademarks of Pearl or with respect to any of the Content. The “Pearl” name and logo are trademarks of Pearl. All custom graphics, icons and service names are intellectual property of Pearl. All other trademarks are the property of their respective owners.

Use of the Content. The Content is provided as a service to our actual or potential customers. You may only access, print, and use the Content if you include and retain all proprietary rights notices appearing on such materials, and your use is restricted to your internal use, and you agree to not use it for any public or commercial purposes. You may not copy, distribute, or create derivative works from the Content. You agree to abide by all additional restrictions displayed in the Pearl System as it may be updated from time to time. Pearl reserves any and all rights not explicitly granted in these Terms of Use.

Intellectual Property Complaints. We respect the intellectual property rights of others and ask that all users of the Pearl System do the same. It is Pearl’s policy to respond to claims of copyright and other intellectual property infringement.

If you believe that your work has been reproduced in the Pearl System in a way that constitutes infringement, you must provide a written communication to the attention of [email protected]. Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially represent that an activity is infringing your intellectual property.

To notify our designated copyright agent in accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2), please send an email to [email protected] and include the following information:

(i) Identification of the copyrighted work that you claim has been infringed;

(ii) Identification of the material that you claim is infringing and must be removed, including a description of where the material is located in the Pearl System to help the copyright agent find it;

(iii) Your physical address, telephone number, and, if available, your email address so the copyright agent can contact you regarding your complaint; and

(iv) A signed statement, under penalty of perjury, that the information provided is accurate, that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law, and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Upon receipt of notices complying with the Digital Millennium Copyright Act, Pearl may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and may remove or disable access to any reference or link to material or activity that is claimed to be infringing. Pearl will terminate access for Users who are repeat infringers.

Your Grant of License to Data

Subject to the Definitions set forth in this Terms of Use Policy and any applicable MSA, and excluding certain Personal Information and Sensitive Data, you grant to Pearl an irrevocable, perpetual, royalty-free, worldwide, unlimited, assignable, sublicensable, fully-paid-up license to copy, distribute, publish, prepare derivative works of, commercialize, retain, analyze, and otherwise use, without any obligation to notify, identify, or compensate you or anyone else, any Non-Personal Information and/or Home Data. By submitting such information or materials to us, you represent and warrant that your submission and Pearl’s anticipated and reasonable use of your submission do not and will not breach any agreement, violate any law, or infringe any right of any third party (including, but not limited to, privacy and intellectual property rights), and that the information you submit is accurate. Pearl does not solicit ideas, concepts, or other materials from you regarding improvement of the Pearl System or services provided through the Pearl System and you acknowledge that you are responsible for, and bear all risk as to the use or distribution of, any such ideas, concepts, or materials.

Updates to Terms of Use

Pearl may modify these Terms of Use, in whole or in part, from time to time at its sole discretion, effective immediately upon posting modified Terms of Use at pearlcertification.com/terms-of-use.

Pearl will make all commercially viable efforts to notify Users, including Account Holders, of modifications to its Terms of Use. Pearl will notify Account Holders of any updates to these Terms at the point of log in in the Pearl System and in accordance with any requirements set forth in any MSA executed between you and Pearl; provided, however, that: (i) any modification to the Dispute Resolution section shall not apply to any disputes initiated prior to the applicable modification; and (ii) any modification to the Fees and Billing section shall not apply to any charges incurred prior to the applicable modification. By not terminating your Account within seven (7) days after receiving a notice of modifications to the Terms of Use as described above or by continuing to use or access the Pearl System after modified Terms of Uses are posted to the Pearl System, you agree to comply with, and be bound by, such modifications. Unless explicitly stated otherwise, any future offer(s) made available to you through the Pearl System that augment(s) or otherwise enhance(s) the current features shall be subject to these Terms of Use.

If, prior to the effective date of these Terms of Use, you created an Account with Pearl governing your use of the Pearl System, your continued use of the Pearl System is now subject to these Terms of Use.

Links to Third Party Websites and Advertisers

Products and services within the Pearl System may link to websites of preferred providers, programs, other professional directories and other websites on the Internet that are owned and operated by third parties. In some instances, these websites are co-branded and the third parties are entitled to use Pearl’s name and logo on their websites. Pearl does not control the information, products, or services available on or through these third-parties. The inclusion of a third-party link in the Pearl System does not imply endorsement by Pearl of the applicable website or any association with the website’s operators. Because Pearl has no control over such websites, you agree that Pearl is not responsible or liable for the availability or the operation of such websites, for any material located on or available through such websites, or for the data practices, Terms of Use, and Privacy Policy of such websites, which shall be subject to those websites’ policies and terms. If you click on any third-party advertisements that are displayed in the Pearl System, participate in any promotions offered by such advertisers, or purchase any goods or services from such advertisers, any terms, conditions, warranties, or representations associated with such dealings or promotions are solely between you and the applicable advertiser or other third party, and you agree that Pearl shall not be responsible or liable, directly or indirectly, for any loss or damage you suffer through your dealings with or based on your reliance on any material made available by such advertisers.

Our Obligations

We allow you to access the Pearl System as it may be available at any given time and have no other obligations, except as expressly stated in these Terms of Use or otherwise specified in an MSA. You are solely responsible for your use of the Pearl System and any information you obtain from the Pearl System. We do not warrant the completeness of the Content or the reliability of any advice, opinion, statement or other information displayed or distributed through the Pearl System. We reserve the right, in our sole discretion, to correct any errors or omissions in any portions of the Pearl System. To the fullest extent permitted by law, we disclaim all representations and warranties, express or implied, of any kind, including, but not limited to, warranties of merchantability, noninfringement, or fitness for any particular purpose.

Indemnification

Except to the extent prohibited by law, you agree to immediately notify Pearl and defend, indemnify and hold harmless the Indemnified Parties, from and against any and all claims, demands, suits, or actions by third parties and any liabilities, damages, expenses, fees (including reasonable attorneys’ fees), costs, and judgments by any third party, arising from or related directly or indirectly to: (a) your use of the Pearl System; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; (d) any claim that Pearl is obligated to pay any taxes in connection with your use of the Pearl System or otherwise; (e) any actions by, or your business relationship with a partner or suggested professional in the Pearl System or other directory; or (f) payment disputes, chargeback claims, or unauthorized use of your payment method that were not caused by Pearl.

The provisions of this section are for the benefit of the Indemnified Parties and each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on his, her, or its own behalf. The Indemnified Parties also reserve the right to control the defense of any matter for which you are required to indemnify the Indemnified Parties, and you agree to cooperate with our defense of these claims.

Disclaimer of Warranties

PEARL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PEARL SYSTEM AND ALL INFORMATION PROVIDED ON THE PEARL SYSTEM ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PEARL DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WITH RESPECT TO THE SAME, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, NON-INTERFERENCE, ERROR-FREE SERVICE, AND UNINTERRUPTED SERVICE.

Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.

Claims of Safety, Health, Comfort, Operational Savings, Resilience, Energy Features, Recommendations, and Other Benefits

The information contained in any report generated by the Pearl System or on the Pearl website is not necessarily 100% accurate, complete, up to date, or a substitute for your own due diligence.

Pearl does not guarantee or promise any specific level of energy savings, home performance, tax benefit, return on investment, home selling price, or other benefit. Actual results and benefits may vary depending on factors beyond Pearl’s control or knowledge. You acknowledge that any recommendations, promotions, or planning tools provided by Pearl related to the Pearl System (including those that are unique to your home based on information available to us) are not guarantees of actual savings, performance, or financial gain.

Limitation of Liability/Damages

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW:

INFORMATION PROVIDED ON OR THROUGH THE PEARL SYSTEM DOES NOT CONSTITUTE LEGAL, FINANCIAL, TAX, OR REAL ESTATE ADVICE, NOR IS IT INTENDED TO REPLACE THE NECESSITY OF CONSULTATION WITH YOUR LEGAL OR OTHER PROFESSIONAL ADVISORS.
IN NO EVENT WILL PEARL, ITS PARENTS, SUBSIDIARIES, AFFILIATES, JOINT VENTURES, AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, CO-BRANDERS, CONTENT LICENSORS, SUPPLIERS, CONTRACTORS, AGENTS, AND OTHER PARTNERS (EACH, FOR THE PURPOSES OF THIS SECTION, A “COMPANY PARTY”), BE LIABLE TO YOU FOR ANY DIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE FOR LOSS OF PROFITS, REVENUE, OR GOODWILL, USE, DATA OR OTHER INTANGIBLES, WHETHER THE CLAIM IS BASED UPON CONTRACT, BREACH OF WARRANTY, TORT, OR ANY OTHER THEORY, RESULTING FROM OR CONCERNING THE USE OR THE INABILITY TO USE THE PEARL SYSTEM OR INFORMATION CONTAINED THEREIN, INCLUDING BUT NOT LIMITED TO THE CONTENT, THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA OR ANY OTHER INFORMATION ABOUT YOU MAINTAINED BY PEARL, YOUR FAILURE TO COMPLY WITH THESE TERMS, OR ANY OTHER DISPUTE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PEARL’S OR A COMPANY PARTY’S AGGREGATE LIABILITY HEREUNDER FOR ANY OBLIGATIONS, LIABILITIES, OR CLAIMS EXCEED THE GREATER OF THE AMOUNT PAID BY YOU FOR THE USER SERVICES AND FIVE HUNDRED DOLLARS ($500.00). THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PEARL. ACCESS TO THE PEARL SYSTEM WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATION. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

The foregoing limitations of liability shall not apply (i) to any indemnification obligation of the applicable Company Party for third-party claims, or (ii) the extent the applicable liability arose as a result of the gross negligence, willful misconduct or fraud of the applicable Company Party.

Arbitration and Dispute Resolution

NOTE: PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND DISCOVERY PROCEDURES AND APPELLATE RIGHTS ARE MORE LIMITED THAN IN COURT.

General: These Terms of Use and any dispute related to them shall be treated as though they were executed and performed in and shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without regard to conflict of law principles).

FOR ALL CLAIMS YOU MUST COMMENCE ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE PEARL SYSTEM WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Disputes related to Master Service Agreements: If you have entered into an MSA with Pearl, disputes will be resolved as provided for in the MSA. The dispute resolution terms below apply to disputes arising solely under these Terms.

Disputes related to these Terms: If you have an issue related to these Terms and have not entered into an MSA or any other agreement with Pearl with a dispute resolution provision, the dispute resolution terms below apply.

Informal Resolution

Pearl’s customer service team will work with you to be able to resolve most complaints you may have regarding our provision or your use of the Pearl System. If you have such a complaint, you can contact our customer service team at [email protected]. In the unlikely event that your complaint remains unresolved, you and Pearl agree to the following resolution process for all disputes and claims that you or Pearl have arising from our provision or your use of the Pearl System.

In an attempt to find the quickest and most efficient resolution of any Service Claim, you and Pearl agree to first discuss the Service Claim informally for at least 30 days following the date of Pearl’s first response to your Service Claim. To do that, the party who brings the Service Claim must first send to the other party a Claim Notice that must include (1) a description of the Service Claim and (2) a proposed resolution. If you want to raise a Service Claim, you must send your Claim Notice by email to us at: [email protected]. If we would like to subsequently discuss your Service Claim with you, we will contact you using the e-mail address or mailing address you provide in your letter to us. If Pearl wants to raise a Service Claim, we will send our Claim Notice to you at the e-mail address that we have on file for you. If we do not have an e-mail address for you on file, Pearl will send our Service Claim to you through a means that complies with the service of process rules of the Commonwealth of Virginia.

If the dispute isn’t resolved within 30 days of receipt of the Service Claim via Informal Resolution or small-claims court (below), you or Pearl may start an arbitration in accordance with these terms and in accordance with the American Arbitration Association’s Consumer Arbitration Rules, available here: https://adr.org/sites/default/files/Consumer%20Rules.pdf.

Small Claims Court

Instead of using Informal Resolution, You and Pearl agree that either party has the right to pursue a Service Claim in small claims court in Charlottesville, VA if it meets the jurisdiction of that Court.

Claims Related to IP Infringement or Injunctive Relief

The United States District Court for the Western District of Virginia will be the sole and exclusive forum for any dispute related to infringement of an intellectual property right or unauthorized access to data through the site (including, but not limited to, claims relating to patent, copyright, trademark, and trade secrets, and claims relating to the access or retrieval of data through the site using an automated process such as scraping). You agree that any breach or threatened breach of these Terms of Use or any unauthorized or unlawful use of the User Services would result in irreparable injury to Pearl for which monetary damages would be inadequate. In such an event, Pearl shall have the right, in addition to other remedies available to it at law and in equity, to immediate injunctive relief without the need to post a bond. Nothing contained in these Terms of Use shall be construed to limit any legal or equitable remedies available to Pearl.

Binding Individual Arbitration

THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.

You and Pearl agree that any dispute, claim, or controversy, other than those claims set forth in Sections 1-3 above, are to be settled by binding individual arbitration. This Agreement affects interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the U.S. Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law.

This means that You and Pearl agree to a dispute-resolution process where we submit any Dispute (as defined below) to a neutral arbitrator (not a judge or jury) that makes the final decision to resolve the Dispute. The American Arbitration Association (AAA) uses experienced professionals to arbitrate disputes, which helps You and Pearl resolve any disputes fairly, but more quickly and efficiently than going to court. The arbitrator may award the same remedies to you individually as a court could, but only to the extent required to satisfy your individual claim.

The arbitrator’s decision is final, except for a limited review by courts under the U.S. Federal Arbitration Act, and can be enforced like any other court order or judgment.

4.1 Disputes We Agree to Arbitrate

You and Pearl agree to submit all disputes, regardless of whether the Dispute is based in contract, statute, regulation, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, including those arising out of a Service Claim, and except as provided in Sections 1-3 (Informal Resolution, Small Claims Court, and Claims Related to IP Infringement or Injunctive Relief) above, to individual binding arbitration. A “Dispute” includes any dispute, claim, or controversy between you and Pearl that relates to your use or attempted use of the Pearl System, and the Pearl System generally, including without limitation the validity, enforceability, or scope of this section.

You and Pearl agree that whether a dispute is subject to arbitration under these Terms will be determined by the arbitrator rather than a court.

4.2 Arbitration Fees and Location

The arbitration hearings will be held in Charlottesville, VA. Any disagreements regarding the forum for arbitration will be settled by the arbitrator.

When the 30-day period described above has elapsed, you may initiate the arbitration through the process described in the AAA’s Consumer Rules. If you initiate the arbitration, you must pay the AAA filing fee required for consumer arbitration.

4.3 Class Action Waiver

To the maximum extent permitted by applicable law, for any dispute not subject to the requirement to arbitrate, you and Pearl agree to only bring disputes in an individual capacity. It is important that you understand that by entering into this agreement, both you and Pearl are each waiving the right to a trial by jury or to participate in a class action against the other party for service claims that are covered by this “Arbitration and Dispute Resolution” section. The arbitrator’s decision will be conclusive and binding and may be entered as a judgment in any court of competent jurisdiction.

4.4 Continuation in Effect

The dispute resolution process set forth in this section survives any termination of these Terms or Pearl’s provision of services, including the Pearl System, to You.

5. Severability

If all or any provision of this Section is found invalid, unenforceable, or illegal, then You and Pearl agree that the provision will be severed and the rest of these Terms shall remain in effect and be construed as if any severed provision had not been included. The sole exception is that if the prohibition on class arbitrations is found invalid, unenforceable, or illegal, You and Pearl agree that it will not be severable; this entire Section, except Section 4.3 (Class Action Waiver) will be void and unenforceable and any dispute will be resolved in court subject to the venue and choice of clauses specified in these Terms. Under no circumstances shall arbitration be conducted on a class basis without Pearl’s express consent.

Please seek the advice and counsel of an attorney if you have any questions about these or other Terms.

Entire Agreement

These Terms of Use, incorporating the Privacy Policy and any other applicable purchase terms price schedules, shall constitute the entire and only agreement between you and Pearl with respect to your use of the Pearl System, except as otherwise established in a MSA. These Terms of Use and your agreement to be bound by them supersedes all prior or contemporaneous agreements, representations, warranties, and understandings with respect to your use of the Pearl System and the Content contained therein.

To the extent that any information or material that appears on or is posted to the Pearl System, or otherwise is made available by Pearl, contains any representation, term, or condition that is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence unless the new representation, term, or condition is contained in a signed writing by a duly appointed officer of Pearl or is contained in an executed MSA.

Force Majeure

Other than for payment obligations, neither party will be liable for, or be considered to be in breach of, these Terms of Use on account of either party’s delay or failure to perform as required under these Terms of Use as a result of any causes or conditions that (a) are beyond the party’s reasonable control (including, but not limited to, acts of God), including storms and other natural occurrences; fires; explosions; telecommunications, Internet, or other network failures; results of vandalism or computer hacking; national emergencies, insurrections, acts of terrorism, riots, wars, strikes, or other labor difficulties; and (b) the party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.

Severability

If any provision of these Terms of Use is held invalid, unenforceable, or illegal by any applicable court decision, then you and Pearl agree that the provision will be severed and the rest of these Terms shall remain in effect and be construed as if any severed provision had not be included. The sole exception is that if the prohibition on class arbitrations is found invalid, unenforceable, or illegal, You and Pearl agree that it will not be severable, and any dispute will be resolved in court subject to the venue and choice of clauses specified in these Terms. Under no circumstances shall arbitration be conducted on a class basis without Pearl’s express consent.

Waiver

No waiver of these Terms by Pearl shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure to enforce a breach of or insist upon strict adherence to any provision of these Terms of Use shall not operate as or be construed to be a waiver of Pearl’s right to enforce breaches of or insist upon strict adherence to such provision or any other provision of these Terms of Use. Any waiver of a provision of these Terms of Use must be contained in a signed writing by a duly appointed officer of Pearl, which may or may not be part of a separate MSA.

Transferability

These Terms of Use will be binding on, inure to the benefit of and be enforceable by Company’s successors and assigns. You are not permitted to transfer, assign, or delegate any rights or obligations pursuant to these Terms of Use unless contained in a signed writing by a duly appointed officer of Pearl, and Pearl reserves the right to immediately terminate your use of the Pearl System and User Services if you attempt to do so. Home Data will transfer with the sale of a house and will be available to the home buyer who registers for a User Account. Other data, including Personal Information and Sensitive Information about payments or purchases, will NOT be transferred to the home buyer.

Your Relationship with Us

Nothing in these Terms of Use creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Pearl and you or any other party. You have no authority to make or accept any offers or representations on behalf of Pearl.

Notices

Pearl may provide legal and other notices to you, in Pearl’s sole discretion, by (a) posting such notices or links to such notices on the Pearl System, or (b) sending a notice by email, postal mail, overnight courier, or facsimile to any contact address or number that you have provided to Pearl. If you wish to provide notice to Pearl, you shall send such notice, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: 401 E. Water St. Ste 2 Charlottesville, VA 22902. Notices you send by email, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in a signed writing by a duly appointed officer of Pearl.

How to Contact Us

Our “Contact Us” page contains information that allows you to contact us directly with any questions or comments that you may have. We endeavor to review and reply to you promptly. If you have any questions about these Terms and Conditions or the practices of Pearl, or if you would like to register a complaint, or notify Pearl of a dispute, please contact us at [email protected] .

TERMS OF USE.