CONDITIONS AND TERMS OF SERVICE AGREEMENT

PLEASE READ THIS CONDITIONS AND TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”) CAREFULLY. BY ACCESSING OR USING THE CLAIMSHIELDTX WEBSITE AND SUBSCRIBING TO ANY CLAIMSHIELDTX MEMBERSHIP OR USING AN CLAIMSHIELDTX SERVICES, YOU HEREBY AGREE TO BE BOUND BY THE CONDITIONS AND TERMS OF SERVICE STATED HEREIN AND AGREE THAT ALL OF THE FOLLOWING CONDITIONS AND TERMS ARE HEREBY MADE A PART OF THE AGREEMENT BETWEEN YOU AND CLAIMSHIELDTX. YOU HEREBY AGREE THAT IT IS THE RESPONSIBILITY OF YOU, THE HOME INSPECTOR/USER/SUBSCRIBER, TO READ THESE CONDITIONS AND TERMS OF SERVICE BEFORE PROCEEDING TO USE OUR WEBSITE OR SUBSCRIBING TO ANY MEMBERSHIPS OFFERED BY CLAIMSHIELDTX. IF YOU DO NOT EXPRESSLY AND UNEQUIVOCALLY AGREE TO ALL OF THE CONDITIONS AND TERMS OF SERVICE STATED HEREIN THEN YOU SHOULD NOT ACCESS OR USE THE CLAIMSHIELDTX WEBSITE AND YOU SHOULD NOT SUBSCRIBE OR ATTEMPT TO SUBSCRIBE TO ANY MEMBERSHIPS OFFERED BY CLAIMSHIELDTX. YOU HEREBY AGREE THAT ALL CONDITIONS AND TERMS OF SERVICE ARE INCLUDED IN YOUR AGREEMENT AND ACKNOWLEGE THAT CLAIMSHIELDTX WOULD NOT ENTER INTO A RELATIONSHIP WITH YOU IF YOU DO NOT AGREE TO THE CONDITIONS AND TERMS OF SERVICE. IN THE EVENT IT IS DETERMNED THAT ANY PROVISION IN THIS AGREEMENT IS HELD OR DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, SUCH FINDING WILL NOT AFFECT THE ENFORCEABLITY OF THE REMAINING PROVISIONS IN THIS AGREEMENT.

Definitions

“CSTX” means and refers to ClaimShieldTX. “The inspector”, “inspectors”, “HI”, “you” and/or “your” means and refers to any TREC licensed home inspector or other person that uses the CSTX website, any CSTX services, any person who accesses any information thru the CSTX website, and/or any person or entity who/which purchases a membership with CSTX. “CSTX Services” means and includes any services provided under a CSTX membership package, including ClaimSlayerTX, ClaimKillerTX and ClaimBlockerTX, and any information utilized or available by access to the CSTX website and any links or information referenced therein.

Services Provided with CSTX Memberships

For any member in good standing with CSTX, CSTX will provide technical information and advice, and as needed, legal advice for the related services outlined and described on the website membership link for the level of membership purchased. The membership levels are identified on the website as ClaimSlayerTX, ClaimKillerTX and ClaimBlockerTX. The membership identification titles/references are for marketing and general information purposes only and do not constitute a representation or guaranty as to what may happen to any claim presented against you or any claim pursued by you. As a condition of providing claim response services under any level of membership thru CSTX, the HI agrees to promptly provide, at a minimum, the following information/documents:

• Prompt notice of any and all claim documents (within 48 hours of receiving the claim notice or complaint);
• A written inspection agreement, signed and dated prior to or on the date of the home inspection;
• A copy of all correspondence, emails, texts and other communications to and from the person or entity making the claim;
• A copy of any and all inspection reports concerning or relating to the property or inspection in question, including photos provided as part of the report;
• Copies of all photographs taken at the inspection in question;
• Copies of all claim documents you received; and
• A copy of your current insurance policy.

Services NOT Included With Any CSTX Membership

HI understands and agrees that none of the memberships offered by CSTX includes legal services, including legal representation, in the event that claims are filed in arbitration or litigation. HI understands and agrees that the memberships offered by CSTX do NOT include representation of the HI or the payment of attorneys’ fees, expenses or costs, in the event that a claim is filed in litigation or in arbitration or in or thru any other forum. Litigation services are available only thru the execution of a separate written hourly fee agreement between the HI and the firm of Braden & Varner, P.C. which must be signed by both the HI and Robert R. Varner, Jr.

User Accounts/HI Set Up Period

As a user of the CSTX website and in order to purchase a CSTX membership, you will be asked to register with CSTX and to provide private information. You are responsible for ensuring the accuracy of the information you provide and are responsible for maintaining the safety and security of your identifying information. You are also responsible for updating your information to make sure the information on file with CSTX is true and accurate at all times. You are also responsible for all activities that occur under your account or password. If you think there is any possible issue regarding the security of your account on the CSTX website, you must inform us immediately so we may address it accordingly. HI is not entitled to any services from CSTX unless and until all information required in the HI information/intake form has been provided, HI has confirmed that the information provided is true and accurate in all respects, and all fees for the membership level selected have been paid in full.

Effective date/service limitation (no coverage for existing/prior claims)/Voided Membership

HI understands, acknowledges and agrees that benefits available under all CSTX memberships do not apply to any claim or dispute which exists as of or prior to the date the HI purchases a CSTX membership. The determination of whether the HI is eligible to receive any benefits or services from CSTX under any membership program with regard to any prior or existing claim will be made in the sole discretion of CSTX. HI understands, acknowledges and agrees that any membership purchased thru CSTX will immediately become NULL AND VOID if the HI does not maintain the HI’s license in good standing with TREC, if HI fails to maintain liability and E&O insurance to cover HI for all work done as a home inspector, or if HI fails to name ClaimShieldTX, LLC as an additional named insured on HI’s liability and E&O insurance policies.

No multi-user Agreement

HI understands, acknowledges and agrees that any membership purchased from CSTX is intended to serve only one HI, identified by name as the HI/user/subscriber on the CSTX registration form. CSTX services may not be purchased and are not available for “corporate” or “bulk” purchase by any person or entity who/which employs more than one HI. A separate membership from CSTX must be purchased for each HI desiring services from CSTX and that HI must be clearly and accurately identified by name, address, phone number and TREC license number. No CSTX membership or benefits may be assigned or transferred to any other HI for any reason.

Payment/Refunds

Payment in full is required upon purchasing a CSTX membership. Should the HI or CSTX cancel the membership at any time for any reason, no refund will be due, owing or paid to HI.

Renewals (Auto Renewal)

The initial term of this Agreement is 365 days, with the term commencing on the date a membership is purchased from CSTX. The membership will automatically renew annually at the discount rate of $499.00 per year, for the same level of membership initially purchased, unless, at least sixty (60) day prior to the expiration of the current membership (initial or renewal), HI notifies CSTX that HI does not want to renew the membership.

Termination (by CSTX and by HI)

CSTX reserved the right, in its sole discretion, to remove your account and/or deny, restrict, suspend or terminate your access to all or part of the CSTX website, information on the CSTX website and any CSTX Services in the event of any breach by HI of this Agreement or upon the failure of HI to provide true and correct information required by CSTX to purchase any membership benefits. HI may terminate and not renew the CSTX membership at any time for any reason, although no refund will be due, owing or paid to HI in the event of cancellation.

Technical Advice NOT Legal Advice

HI acknowledges, understands and agrees that CSTX provides both legal and technical expertise in response to claims in areas of home inspection, construction, product liability and general liability issues. HI acknowledges, understands and agrees that all legal advice and any legal services provided by and thru CSTX will be provided only by Robert R. Varner, Jr., an attorney licensed in the State of Texas. HI acknowledges, understands and agrees that all advice given by CSTX from any person other than Robert R. Varner, Jr. is and shall be considered TECHNICAL ADVICE ONLY. HI agrees to direct any and all legal questions and agrees to accept any and all legal advice under any membership agreement with CSTX from Robert R. Varner, Jr.

Insurance/Additional Insured

HI understands and agrees that CSTX in not an insurer or insurance provider and agrees that HI will not in any way attempt to use CSTX as an insurer or in place of purchasing liability insurance to cover the HI for any and all inspection activities undertaken by HI. HI understands and agrees that HI must have liability insurance coverage in place at all times in order to qualify for CSTX benefits. HI also understands and agrees to name CSTX as an additional insured on all insurance policies providing coverage to the HI for inspection services.

No Assignment

This Agreement and any rights granted under this Agreement may not be transferred or assigned by the HI, but may be assigned, in whole or in part, by CSTX without restriction. Any attempted transfer or assignment by HI is violation of this Agreement shall be null and void.

Amendments to the Agreement

CSTX may need to make changes to any portion of this Agreement from time to time and for many reasons, including changes in Texas law. If CSTX makes a change to this Agreement, such change or changes will become effective ten (10) days after such changes appear on the CSTX website. You are responsible for periodically reviewing this Agreement for updates and amendments. By continuing to use the CSTX website/services, you will be deemed to have agreed to and accepted any amendments.

CSTX Intellectual Property, Technical Information and Data

HI agrees that all materials, products and services provided on the CSTX website are the property of CSTX and its affiliates, directors, officers, owners, employees, agents, suppliers or licensors, including all copyrights, trade secrets, trademarks, service marks, patents and other intellectual property. CSTX owns all original content on this website/platform and any use of the information on or taken from the CSTX website belonging to CSTX can only be used for the purposes intended by permitted users. All trademarks, service marks and trade names are owned by CSTX, including the collection, organization and utilization of third-party content provided on the CSTX website. HI agrees not to use, copy, edit, translate, display, distribute, download, transmit, sell, create derivative work of, or in any way exploit any content on the CSTX website, including electronic, digital or new trademark registrations.

Third-Party Links, Sites, Forms and Services

The CSTX website may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned, controlled, vetted, authenticated or endorsed by CSTX. CSTX does not assume any responsibility for any such third-party sites, or information, materials, products or services contained in or accessed thru any such third-party sites. If you access any third-party websites and choose to utilize any information, forms, services or content from any third-party website linked from or referenced to by CSTX, you do so at your own risk and you agree that CSTX will have no liability arising from your use of or access to any third-party websites, services, content, forms or information.

Warranty Disclaimer

CSTX services and all content on the CSTX website are provided on an “as is” basis without any warranty of any kind, express or implied. CSTX does not guaranty that its website will be online and working properly at any given time. CSTX does not guarantee that its website will be uninterrupted or error-free, that any defects will be corrected or that the website/platform is free of viruses or anything else harmful. HI is solely responsible for any damage to any device accessing the CSTX website and/or platform. CSTX SPECIFICALLY DISCLAIMS ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Limitation of Liability

To the fullest extent permitted by law, CSTX shall not be liable for any indirect, incidental, special, consequential, punitive, incidental or special damages, lost profits, data, revenue or other intangible losses resulting from HI’s use of any CSTX services, HI’s purchase of any CSTX membership, or HI’s inability to access or use any CSTX products or services. HI understands, acknowledges and agrees that the liability of CSTX for any loss sustained or alleged to have been sustained by HI, regardless of the nature of the claim, whether the claim sounds in contract or tort or both, is limited to the amount paid to CSTX for the membership purchased for the current year of service, or the renewal amount, whichever may apply. In no event will CSTX be liable to HI for any amount over the membership fee paid to CSTX.

UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, WILL CSTX, ITS AFFILIATES, OR ANY PARTY INVOLVED IN OPERATING, CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION, DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR LOST PROFITS ARISING OUT OF THE TERMS OR YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY CSTX CONTENT OR USER CONTENT, OR ANY SITES LINKED FROM THE SERVICES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF CSTX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IN CONNECTION WITH ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOU USE OF OUR SERVICES OR TO YOUR DOWNLOADING OF ANY CONTENT ON IT OR ON ANY WEBSITE LINKED TO IT.

Indemnity

HI agrees to indemnify and hold harmless CSTX and its officers, directors, employees, owners, and agents from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, and all costs and expenses, including without limitation, attorneys’ fees, accounting fees and expert fees, including all costs incurred in defense of claims, suits or proceedings brought by HI or any/or third-parties against CSTX that in any relate to your access or use of CSTX services, any membership purchased from CSTX and this Agreement.

Applicable Law and Venue

HI agrees that the Conditions and Terms of Service Agreement, any dispute or claim arising out of CSTX services and/or any memberships purchased from CSTX, shall be governed by the laws of the State of Texas without regard its conflict of laws principles. HI agrees that the exclusive location for jurisdiction and venue for any and all disputes or claims arising from or in connection with CSTX services, any CSTX membership or the Conditions and Terms of Service Agreement, shall be situated in Collin County Texas, regardless of where the HI is located and regardless of where the inspection may have taken place. HI agrees that any contractual agreement between HI and CSTX shall be considered negotiated in, purchased from and consummated in Collin County, Texas.

Dispute Resolution and Arbitration

For any dispute between HI and CSTX, HI agrees to first contact CSTX and attempt to resolve the dispute. If CSTX cannot resolve the dispute with HI informally, HI and CSTX agree to resolve any claim, dispute or controversy (excluding claims for injunctive or equitable relief) arising out of or in connection with or relating to this Agreement through binding arbitration. HI further agrees that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and that HI and CSTX are each waiving the right to a trial by jury or to participate in a class action. The arbitrator(s) has/have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. This arbitration provision shall survive termination of this Agreement and the termination of your membership. Any required arbitration will be administered by the American Arbitration Association (“AAA”) under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. The arbitration will be conducted in Collin County, Texas. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. Nothing in this Section shall prevent either party from seeking injunctive or equitable relief from the courts, including for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. HI AGREES, BY ENTERING INTO THIS AGREEMENT, THAT HI AND CSTX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. NOTHING IN THESE CONDITIONS AND TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT MAY APPLY.

Entire Agreement/Severability/No Waiver

This Agreement, the Conditions and Terms of Service Agreement between HI and CSTX, contains the entire agreement between the parties hereto and this Agreement cannot be amended, revised, changed, altered, supplemented or modified in any way unless documented in an additional agreement signed by HI and an authorized CSTX representative. If any provision of these Conditions and Terms of Service Agreement is deemed invalid, that provision will be limited or eliminated to the minimum extent necessary to comply with Texas law and the remaining provision of these Conditions and Terms of Service Agreement will remain in full force and effect. No waiver of any term stated herein shall be deemed to be a further or continuing waiver of such term or any other term or provision in the Agreement, and CSTX’s refusal or failure to assert or enforce any right or provision under these Conditions and Terms of Service Agreement shall not constitute a waiver of such right or provisions. HI understands and agrees that the CSTX is not obligated to enforce any provisions stated in this Agreement and the refusal or failure by CSTX to enforce any provision in this Conditions and Terms of Service Agreement shall not be construed to constitute and does not constitute a waiver or an intent to waive any other provision or right in favor of CSTX provided in this Conditions and Terms of Service Agreement.

Notices

All notices to CSTX, including all legal notices, must be sent via CMRRR to CSTX, c/o Robert R. Varner, 815 TL Townsend Blvd., Suite 109, Rockwall, TX 75087. All notices to HI, including all legal notices, must be sent via any email address for HI that has been provided to CSTX.

Verification

By using the CSTX website or any CSTX services, HI thereby verifies that HI has read and agrees to abide by the CSTX Conditions and Terms of Service Agreement and understands that the Conditions and Terms of Service Agreement is a binding legal contract between HI and CSTX. HI agrees not to use any CSTX services and agrees not to subscribe to any CSTX memberships if HI does not accept the Conditions of Terms and Service Agreement.