Terms of Service

1.1 Agreement to these terms

These terms (the Service Agreement) govern access to and use of the HailMate software platform. By accessing or using the Service, or by signing an Order Form that references these terms, Customer agrees to them.

1.2 Relationship to an Order Form

An Order Form is an ordering document signed by both parties. It sets the plan, price, term and any migration scope, and it incorporates these terms by reference rather than attaching them. Where an Order Form conflicts with these terms, the Order Form controls.

Customers without a signed Order Form are bound by these terms through their use of the Service, and by the plan and price shown in the account at the time of purchase.

1.3 Data processing

HailMate processes personal information on Customer's behalf under the Data Processing Addendum, which forms part of this Agreement. Where that Addendum conflicts with these terms, it controls as to the processing of personal information.

2.1 Service

The HailMate software platform, including its web and mobile applications and related services.

2.2 Customer Data

All data Customer or its Users submit to, or that is generated on Customer's behalf within, the Service — including job records, contacts, photographs, documents, estimates, invoices and any data migrated from Customer's prior systems.

2.3 Users

Individuals Customer authorizes to use the Service under Customer's account.

3.1 Access

Subject to these terms and payment of fees, HailMate grants Customer a non-exclusive, non-transferable right to access and use the Service during the Term for Customer's internal business purposes.

3.2 Users and seats

Customer may authorize Users up to the seat count in its plan or Order Form. Customer is responsible for its Users' acts and omissions and for maintaining the confidentiality of account credentials.

3.3 Changes to the Service

HailMate may modify the Service from time to time. HailMate will not materially reduce the core functionality Customer is using without 30 days' notice. If a change materially and adversely affects Customer's use, Customer may terminate under §6.4.

3.4 Availability

HailMate will use commercially reasonable efforts to keep the Service available, excluding scheduled maintenance and causes outside its reasonable control.

4.1 Fees

Customer will pay the fees in its applicable Order Form or, absent one, the fees for the plan active in its account. Unless stated otherwise, fees are in U.S. dollars, charged automatically to Customer's payment method on file on each billing date, and non-refundable except as expressly provided.

4.2 Pass-through charges

Usage-based third-party charges, such as roof measurement reports, are billed at cost with no markup. Customer will be notified before any pass-through category is activated.

4.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all taxes other than those on HailMate's income.

4.4 Failed payment

If a charge fails, HailMate will notify Customer and retry. Customer has a 10-day grace period to update its payment method, during which the Service remains fully available. Thereafter HailMate may suspend the Service until payment succeeds, and unpaid amounts may accrue interest at 1.5% per month. Suspension does not relieve Customer of accrued fees, and HailMate will not delete Customer Data during a suspension.

5.1 Ownership

Customer owns all Customer Data. Nothing in this Agreement transfers any ownership interest in Customer Data to HailMate.

5.2 License to operate

Customer grants HailMate a limited license to host, copy, transmit, display and process Customer Data solely to provide, secure, support and improve the Service for Customer.

5.3 Export

Customer may export Customer Data at any time during the Term using the Service's export features. On request, HailMate will provide a complete export in a machine-readable format.

5.4 Data on termination

For 60 days after termination, HailMate will retain Customer Data and make it available for export on request. After that period HailMate may delete it. HailMate will not withhold Customer Data as leverage in any billing dispute.

5.5 Aggregated data

HailMate may use anonymized, aggregated data that does not identify Customer, its Users or its customers, for improving the Service. HailMate will not disclose Customer Data to any third party except as permitted by this Agreement or the Data Processing Addendum.

5.6 Backups

HailMate maintains routine backups of the Service. Backups are a disaster-recovery mechanism, not a substitute for Customer's own records.

6.1 Term

This Agreement begins when Customer first accesses the Service or signs an Order Form, whichever is earlier, and continues for as long as any Order Form or subscription is in effect.

6.2 Renewal

Each Order Form renews as stated in it. Subscriptions without an Order Form renew at the frequency shown in the account until cancelled.

6.3 Termination for cause

Either party may terminate if the other materially breaches and fails to cure within 30 days of written notice.

6.4 Termination for change

Customer may terminate under §3.3 by notice within 30 days of the change taking effect, and will receive a pro-rata refund of prepaid fees for the remainder of the term.

6.5 Effect and survival

On termination, Customer's access ends, all accrued fees become due, and §5.4 governs Customer Data. Sections 5.1, 5.4, 7, 9, 13, 14, 15 and 17 survive termination.

7.1 Confidential Information

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information.

7.2 Obligations

The receiving party will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to employees, contractors and sub-processors bound by comparable obligations.

7.3 Exceptions

These obligations do not apply to information that is public through no fault of the receiving party, was rightfully known beforehand, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where legally compelled, after giving the other party reasonable notice where lawful.

9.1 Integrated services

The Service integrates third-party services, including messaging, payments, e-signature, accounting, mapping, measurement and AI providers. Current sub-processors are listed in the Data Processing Addendum.

9.2 Customer's own accounts

Where Customer connects its own third-party account, for example QuickBooks, Stripe or a supplier, Customer's use of that service is governed by its own terms, and HailMate is not responsible for it.

9.3 Changes to sub-processors

HailMate may change sub-processors and will give 30 days' notice of a material change. If Customer reasonably objects on data-protection grounds and the parties cannot resolve it, Customer may terminate the affected subscription.

10.1 Support

HailMate will provide support as described in the applicable Order Form. Where no Order Form applies, support is provided through the channels published in the Service.

10.2 Migration

Where HailMate migrates Customer's data from a prior system, the scope, limitations, timeline and acceptance criteria are set out in Schedule A of the Order Form, together with Customer's authorization for HailMate to access the source systems. HailMate accesses those systems only to extract Customer's data and reproduce Customer's configuration, never to send anything to any third party, and Customer may revoke that authorization at any time.

Some information cannot be extracted from a prior system by any available method. Messaging consent is never migrated and defaults to no consent — see §11.4.

11.1 Messages from HailMate to Customer

By providing a phone number during account registration and opting in to SMS/MMS, Customer expressly consents to receive text and multimedia messages from the HailMate SMS Program. Consent is not a condition of purchase. Customer understands that:

• messages include account notifications, verification codes, task reminders, job updates and other service-related messages
• message frequency varies based on account activity
• message and data rates may apply according to the mobile carrier's plan
• Customer can opt out at any time by replying STOP to any message, or by updating preferences in account settings
• Customer can request help at any time by replying HELP to any message
• carriers are not liable for delayed or undelivered messages

HailMate's handling of personal information is described in the Privacy Policy.

11.2 Two-way messaging with Customer's own customers

The Service enables two-way SMS/MMS communication between Customer, as a roofing contractor, and its own customers. By using this feature Customer agrees that:

• Customer is solely responsible for obtaining proper consent from its customers before sending them messages
• Customer will comply with all applicable law, including the Telephone Consumer Protection Act (TCPA) and CTIA guidelines
• Customer will not send spam, unsolicited messages, or messages containing prohibited content
• Customer will honor opt-out requests from its customers immediately
• HailMate acts as a service provider and is not responsible for the content of messages Customer sends

11.3 Opt-in methods

A homeowner may opt in to receive messages from Customer only through explicit, affirmative consent that is separate from other terms. Acceptable opt-in methods include:

• signing or checking a consent statement on a web form or paper form that clearly describes the messages they will receive
• texting START, SUBSCRIBE, YES or OPTIN to (888) 297-8759 after receiving a compliant opt-in disclosure
• providing written or recorded consent through Customer's business processes before any messages are sent

Opt-in disclosures must identify the sender, include the types of messages, state that message frequency varies, disclose that message and data rates may apply, and provide HELP and STOP instructions along with a link to the Privacy Policy.

11.4 Consent is never assumed or migrated

HailMate does not, and cannot, verify whether Customer's contacts have consented to be contacted. Where data is migrated from another system, consent status is not imported and defaults to no consent. Customer is responsible for establishing consent before enabling automated messaging.

11.5 Opt-out rights

Both Customer and its customers may opt out of receiving messages at any time:

• reply STOP to any message, or text STOP to (888) 297-8759
• update messaging preferences in HailMate account settings
• contact HailMate support to request opt-out

After opting out, one final message confirming the opt-out request may be received. Customer will honor all opt-out requests promptly and will not use the Service to send messages to any person who has opted out.

13.1 Mutual

Each party warrants it has authority to enter this Agreement.

13.2 HailMate

HailMate warrants it will provide the Service in a professional and workmanlike manner consistent with industry standards.

13.3 Customer

Customer warrants that it has all rights and consents necessary for HailMate to process Customer Data, including any data migrated from prior systems and any personal information of Customer's own customers.

13.4 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND HAILMATE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HAILMATE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

13.5 Storm and measurement data

The Service surfaces weather, hail and roof measurement data derived from third-party and public sources. This data is provided for lead-targeting and planning purposes and is not a substitute for physical inspection. HailMate makes no warranty as to its accuracy and it must not be relied on as evidence in an insurance claim.

14.1 Indirect damages

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 Cap

EACH PARTY TOTAL AGGREGATE LIABILITY IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exclusions

Sections 14.1 and 14.2 do not limit: Customer's payment obligations; either party's indemnification obligations under §15; or liability for gross negligence, willful misconduct or breach of confidentiality.

15.1 By HailMate

HailMate will defend Customer against any third-party claim that the Service infringes a U.S. intellectual property right, and pay damages finally awarded or agreed in settlement.

15.2 By Customer

Customer will defend HailMate against any third-party claim arising from (a) Customer Data, (b) Customer's use of the Service in violation of law or this Agreement, or (c) communications sent by Customer or its Users through the Service, and pay damages finally awarded or agreed in settlement.

15.3 Process

The indemnified party must promptly notify the indemnifying party, give it control of the defense, and provide reasonable cooperation.

16.1 Updates

HailMate may update these terms from time to time. HailMate will give at least 30 days' notice by email of any material change, and the date at the top of this page will be updated. Continued use of the Service after a change takes effect constitutes acceptance.

16.2 Protection during a signed term

No update reduces the rights a Customer has under a signed Order Form during its initial term. A Customer who disagrees with a material change may terminate under §6.4 and receive a pro-rata refund of prepaid fees.

17.1 Governing law

This Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Rutherford County, Tennessee.

17.2 Assignment

Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets.

17.3 Publicity

Neither party will use the other's name or marks publicly without prior written consent. Consent may be given by email and may be withdrawn at any time.

17.4 Notices

Notices must be in writing to the addresses on the Order Form or the account, and are effective on delivery. Email to the designated contacts is sufficient.

17.5 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control.

17.6 Independent contractors

The parties are independent contractors. No partnership, joint venture or agency is created.

17.7 Entire agreement

This Agreement, together with any Order Form and the Data Processing Addendum, is the entire agreement between the parties and supersedes all prior discussions. In a conflict, the Order Form controls over these terms, and these terms control over any other exhibit except the Data Processing Addendum as to personal information.

17.8 Severability

If any provision is unenforceable, the rest remains in effect.

17.9 Contact

Questions about these terms: contact@hailmate.ai, or hailmate.ai/contact.