Participation Agreement is made by and between you (“Homeowner”) and PreFix Inc. (“PreFix”) (collectively, the “Parties”). In consideration of the mutual covenants herein, the Parties agree as follows:
The “Service” refers to the PreFix Home Maintenance Service which is used to –
provide participants with home management services through a hosted hardware/software platform, whereby homeowners are able to outsource maintenance management of appliances, HVAC, plumbing, and general home maintenance issues; and
perform regular scheduled maintenance on appliances, HVAC and plumbing to minimize future issues and malfunction.
“Homeowner’s Participation Period” will begin on the Subscription Start Date and conclude at the end of the month following notice of the customer or PreFix of their desire to terminate the contract.
“Customer” is an entity or person that is utilizing PreFix’s Home Maintenance Service and related services.
“Confidential Information” is any and all information related to Homeowner’s participation in the Service, in which either of the Parties holds a legal interest that is not publicly available. Confidential Information includes any data obtained from Homeowner through participation in the Service.
PreFix Evaluation of Suitability
The Parties agree that Homeowner’s subscription to the Service is subject to PreFix determining, after execution of this Agreement, that Homeowner’s Premises are suitable for inclusion in the Service. This determination will be made at PreFix’s sole discretion.
Roles and Responsibilities
As part of the mutual consideration forming this Agreement, PreFix’s roles and responsibilities in this Agreement include:
Performing and/or managing maintenance of Homeowner’s appliances and HVAC, plumbing, systems and fixtures. Additional services may be provided as agreed upon by agreement between PreFix and Customer.
PreFix is not responsible for damage caused by the malfunction of homeowner appliances or systems.
Any damage caused by PreFix’s error or neglect in the performance of services will be the responsibility for PreFix to determine and complete a reasonable remediation plan.
At the request of Homeowner, PreFix may recommend providers of services outside of its core services as outlined in 7A (for example, Landscaping Services). PreFix will not be liable for the services performed by these providers.
All communication with Homeowner required to facilitate delivery of all services, via telephone, email, and sms text messages.
As part of the mutual consideration forming this Agreement, Homeowner’s roles and responsibilities in this Agreement include:
Permitting PreFix and its agents to enter and providing access to Homeowner's Property to perform maintenance services at a mutually agreed upon time.
Payment of costs associated with the service. These include:
A monthly subscription charge as listed on the payment authorization form signed by the Homeowner.
Any copayments for service provided by PreFix as agreed upon with the Homeowner.
Any parts or supplies provided by PreFix.
Any charges from third party contractors used by PreFix.
Method of payment:
Authorizing PreFix to charge your Card or other payment method via the third-party payment processor (e.g., PayPal, Stripe, Square, or others). You must provide accurate, current, and complete information when adding a Card or other payment method and it is your obligation to keep such information up-to-date at all times. You must notify us if your Card or other payment method expires or is no longer valid and must replace it with a valid Card or other payment method. You represent and warrant that you are authorized to use any Card or other payment method you furnish to us.
This Agreement will take effect on the Subscription Start Date and will remain in effect until it is terminated. This Agreement will terminate upon the earliest to occur of (a) execution of a definitive agreement for the PreFix home maintenance platform, or (b) termination by either party effective at the month following written notice to the other. The Parties agree this Agreement will renew monthly (“Monthly Renewal Period”) unless either party decides to withdrawal from the agreement.
Treatment of Confidential Information
PreFix shall not use any Confidential Information except as necessary to facilitate the ongoing delivery of the service and PreFix operations related to provision of services. PreFix shall not disclose any Confidential Information to any third parties, except where those third parties are collaborators with PreFix on PreFix operations. Third parties are explicitly prevented from monetising Confidential Information, or extending unsolicited communications to the owners of Confidential Information. PreFix shall take reasonable security precautions, at least as great as the precautions it takes to safeguard its own confidential information, to prevent disclosure of the Confidential Information.
The Parties agree that it is necessary to provide Confidential Information to PreFix for the purposes of carrying out the Service.
Homeowner conveys to PreFix the following rights to the data that PreFix collects and receives pursuant to this Agreement (“Service-Related Information”): Joint ownership of Homeowner’s legal interest to the data that PreFix collects from Homeowner’s Premises related to its execution of services in Section 1.
PreFix and its assignees may include Service-Related Information in market research and in presentations so long as the Service-Related Information so included in no way identifies any individual Homeowner’s identity or the address of Homeowner’s Premises.
Homeowner’s conveyance to PreFix of a joint ownership interest in Homeowner’s legal interest to Service-Related Information collected from Homeowner’s Premises is in consideration for the mutual covenants contained in this Agreement, including these specific covenants by PreFix. PreFix will treat Homeowner’s Service-Related Information as Confidential Information.
Homeowner may provide feedback to PreFix concerning the Service, as applicable, during Homeowner’s Participation Period and from time to time as reasonably requested by PreFix, including, without limitation, identification of improvements (“Feedback”). PreFix will have the rights to use all such Feedback related to the Service, including but not limited to the right to improve or enhance its products and services. Homeowner hereby assigns and agrees to assign to PreFix all of its right, title, and interest in and to any such Feedback provided to PreFix. To the extent that the foregoing assignment is ineffective for whatever reason, Homeowner hereby grants and agrees to grant to PreFix a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.
This Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express written consent of the other party, which consent shall not unreasonably be withheld, except that PreFix may assign this Agreement as part of a corporate reorganization, consolidation, merger, sale of substantially all of its assets or similar transaction.
If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable, that portion shall be severed and a new enforceable provision shall be substituted therefore to accomplish the intent of the severed provision as nearly as practicable. The remaining provisions of this Agreement shall remain in full force and effect.
All notices and requests under this Agreement must be in writing and, except as specifically provided elsewhere in this Agreement, any changes to this Agreement must be in writing and acknowledged by both Parties to be effective. All written notices shall be deemed to be given to the other Party upon a certified or registered mailing if addressed as follows (unless such addresses are changed by written notice):
All notices and requests under this Agreement must be in writing and, except as specifically provided elsewhere in this Agreement, any changes to this Agreement must be in writing and signed and acknowledged by both Parties to be effective. All written notices shall be deemed to be given to the other Party upon a certified or registered mailing if addressed as follows (unless such addresses are changed by written notice):
Limitation of Liability
PREFIX’S TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO WORK PERFORMED BY PREFIX OR ANY DAMAGES THAT MAY DIRECTLY RESULT FROM IT. IN NO EVENT SHALL PREFIX HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. PREFIX WILL NOT BE LIABLE FOR SERVICES PERFORMED BY CONTRACTORS THAT ARE OUTSIDE OF ITS CORE SERVICES AS OUTLINED IN 6A.
No Waiver; Amendment; Exclusive Agreement
No failure or delay by any of the Parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement may not be modified, supplemented or amended orally, but may only be modified, supplemented or amended by a writing signed by the duly authorized representatives of the Parties to this Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior or contemporaneous oral or written agreements or understandings between the parties regarding such subject matter.