This Certification Agreement (“Agreement”) is a binding agreement between you (“Client” or “you” or “your”) and Dwell Safe, Inc.
In consideration of the mutual covenants in this Agreement, Dwell Safe or its agent will provide the Client with the Inspection Criteria, access to the Dwell Safe Application and other instructional materials to perform the Dwelling Inspection. Upon satisfactorily completing the Inspection Checklist, Client will receive a Dwell Safe Certification, be assigned a Certification Number, and be issued a Certification Shield.
“Certified” means a Dwelling that has been inspected using the Dwell Safe Inspection Checklist and found to meet all the required conditions.
“Certification Period” means one calendar year from the date the Dwell Safe Certificate was issued.
“Certification Number” means the unique identifier Dwell Safe assigns to Dwell Safe Certifications.
“Certification Shield” means the Dwell Safe trademarked logo that can be placed on a Client’s digital or print advertisement or in the Dwelling, subject to the terms below.
“Designee” means the person a Client designates in the Registration Form to perform the Dwell Safe Inspection.
“Dwell Safe App” or “Dwell Safe Inspection Platform” means the website owned by Dwell Safe at https://dwellsafe.formstack.com/forms/basicsafety which the Client uses to apply for a Dwell Safe Certification.
“Dwell Safe Certification” is Dwell Safe’s attestation that the Dwelling is in compliance with the Inspection Criteria.
“Dwelling” means the physical address, or the listing identification number assigned by a rental platform when no physical address is available, and the common areas and structures associated with the physical address or listing number, listed in the Registration Form that is the subject of the Dwelling Inspection.
“Dwelling Inspection” means the process of analyzing the Dwelling for compliance with the Inspection Criteria.
“Home Inspection” means a written evaluation of a residential building that is required by law to be performed according specific standards and/or by a Licensed Home Inspector.
“Inspection Checklist” means any checklist, or multiple checklists when applicable, of safety items reflecting the Inspection Criteria, that a Client must satisfy in order to receive a Dwell Safe Certification.
“Inspection Criteria” means the safety requirements a Dwelling must meet to receive a Dwell Safe Certification.
“Inspection Period” means the 30-day period of time beginning from the day the Client receives an Inspection Checklist.
“Licensed Home Inspector” means a person required by federal, state, or local law to be licensed to conduct a Home Inspection.
“Registration Form” means the form the Client completes on the Dwell Safe App to order an Inspection Checklist.
1.1 This Agreement applies to all Dwell Safe Certifications and is limited to its express terms, specifications, and conditions. It supersedes any prior or contemporaneous oral or written communication, memoranda, or other understanding between the Parties, unless otherwise specified herein.
1.2 Any Dwell Safe Certification awarded to a Dwelling may not be assigned to, or acquired by, any other person, firm, or corporation without Dwell Safe’s written authorization. If the Dwelling changes ownership, a Client’s tenancy is terminated, or title to the Dwelling passes to any or entity other than the Client, the Dwell Safe Certification(s) shall be automatically revoked as of the date of such event without further notice or instrument. For purposes of this Section 1.2, any assignment, transfer, lease, sublease, mortgage, or other disposition of the Dwelling, or any portion thereof, shall be deemed a change of ownership requiring Dwell Safe’s written authorization; and “assignment” shall mean a change in a majority of the beneficial or record ownership of a majority of any class of capital stock of the Client, a transfer of partnership interests or the beneficial interest in the Client, or a sale or other disposition of all or substantially all of the assets of the Client.
1.3 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, no party may assign his, her, or its rights or obligations hereunder without the prior written consent of each other party; provided, however, that Dwell Safe may, without the prior written consent of or notice to the Client, assign its rights and obligations hereunder (i) to any affiliated entity as part of a restructuring or corporate reorganization, or (ii) to any individual or legal entity acquiring all or substantially all of the assets of Dwell Safe (whether by asset sale, merger, or otherwise).
1.4 The Client may appoint a Designee to complete the Inspection Checklist and application for a Dwell Safe Certification. If the Client chooses to appoint a Designee, the Designee(s) must be listed on the Registration Form. If the Client appoints a Designee, the Client agrees that it is legally and contractually bound by the actions of the Designee with regard to the Dwelling Inspection.
1.5 The Client agrees to use the Dwell Safe Certification for only the Dwelling identified in the Registration Form. Other dwellings, even when identical to the certified Dwelling, must undergo the inspection process and the Client or Designee must satisfactorily complete the Inspection Checklist prior to being awarded a Dwell Safe Certification for any other dwelling.
1.6 Dwell Safe may offer consulting services to assist a Client or Designee with the Dwell Safe Certification process. In the event a Client or Designee requests consulting services, the following provisions in this Section 1.6 shall also apply. Dwell Safe shall perform the consulting services entered into in a separate Statement of Work. The parties are independent contractors and shall so represent themselves in all regards.
1.7 Client represents and warrants the following: (i) that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (ii) that is has the legal right to advertise and rent the Dwelling; and (iii) that it will conduct the Dwelling Inspection in compliance with all applicable, laws, rules, and regulations.
1.8 In jurisdictions where the Inspection Checklist meets the legal definition of a Home Inspection, Client agrees to hire or appoint a Licensed Home Inspector to complete the Inspection Checklist, and to comply with any and all other state or local laws. Client is solely responsible for complying with state and local laws governing the Dwelling Inspection.
1.9 Any and all references to third parties or third party materials are not endorsements by those third parties of Dwell Safe, nor are those references an endorsement by Dwell Safe of any third party or its materials.
2. Scope of Performance
2.1 The scope of performance between the Parties is set forth in the Registration Form.
2.2 Client acknowledges that during the Inspection Period, or any time while the Client has an active or suspended Dwell Safe Certification, Client must provide to Dwell Safe, or its contractors, at no charge, any and all substantiating documents, videos, photos, or other materials to assist Dwell Safe in determining that the Dwelling meets, or continues to meet, all of the Inspection Criteria. Failure of the Client to provide such materials to Dwell Safe within five (5) business days of Dwell Safe’s request therefor shall entitle Dwell Safe, in its sole judgment, to suspend or terminate the Dwell Safe Certification (if then active) and decline to award the Dwell Safe Certification (if during the application process).
2.3 The Dwell Safe Certification is limited to assessing only the safety conditions identified in the Inspection Checklist and no other conditions or criteria whatsoever.
2.4 Client shall bear all costs associated with completing the Inspection Checklist and applying for a Dwell Safe Certification. Client shall be responsible for submitting the complete Inspection Checklist within 30 days from the date of purchase on the Registration Form. If the Client fails to complete and submit the Inspection Checklist within 30 days after receiving the Inspection Checklist, the Client must order, pay, and begin a new process for a Dwell Safe Certification.
2.5 Dwell Safe may deny awarding a Dwell Safe Certification in its sole judgment.
2.6 Dwell Safe retains the full right and discretion to determine whether the Dwelling is compliant with Inspection Criteria. In the event a Dwell Safe Certification is not issued, Dwell Safe agrees to provide the Client with a written explanation as to why the Dwelling failed to meet the Inspection Criteria. The Client will have 30 days to bring the Dwelling into compliance after receiving the written explanation. After 30 days, the Client must purchase a new Dwell Safe Certification and a new Inspection Period will begin.
2.7 Dwell Safe may suspend or withdraw the Dwell Safe Certification for any reason in its sole judgment. Misuse of the Dwell Safe Shield, failure to apply corrective actions, modification to the Dwelling, a change in ownership or tenancy, non-payment, among other actions or omissions, may lead to Client’s Dwell Safe Certification being suspended or withdrawn.
3. Modifications to the Dwelling
3.1 Client shall notify Dwell Safe immediately of any modifications or alterations planned to be made to the Dwelling. Dwell Safe alone will determine whether the modifications or planned to be made to the Dwelling will require a new inspection and certification. If the Client shall make any modifications or alterations to the Dwelling without first notifying Dwell Safe of such modifications or alterations, Dwell Safe may, in its sole judgment, declare the Dwell Safe Certification suspended or terminated as of the date of such modification or alteration.
4. Renewal of Dwell Safe Certification
Dwell Safe Certifications are valid for one year from the date issued, unless a different term is expressly stated by Dwell Safe. If the Client fails to renew a Dwell Safe Certification prior to the one year mark, the Dwell Safe Certification will terminate and the Client must cease using the Certification Shield and representing in any way that the Dwelling holds a Dwell Safe Certification. In order to prevent a lapse in the Certification Period, the Client is advised to start the re-certification period at least two months prior to the expiration of the current Certification Period.
5. Use of the Dwell Safe Shield
The Dwell Safe Certification Shields are trademarks owned by Dwell Safe and are licensed to you subject to the restrictions in this Agreement. Once a Dwell Safe Certification is awarded, you are granted a limited, revocable, non-exclusive license to use the Certification Shield solely for the purpose of advertising the Dwelling. The Certification Shield may not be displayed at any dwelling, or used in any advertisement (digital or print) for any dwelling, that does not have a current Dwell Safe Certification. Once your Dwelling receives a Dwell Safe Certification, Dwell Safe will provide you with the Certification Shield in formats that can be displayed on a website and in the Dwelling. The term “Dwell Safe Certified” must be accompanied by the trademark indicator “TM.” Only the Certification Shields provided by Dwell Safe may be displayed. Any alteration to the Certification Shield is strictly prohibited. Dwell Safe may restrict, prohibit, or rescind your license to use the Certification Shield at any time and for any reason as determined by Dwell Safe in its sole discretion.
All fees are due in their entirety up front. Upon receiving full payment, Dwell Safe will email the Client an Inspection Checklist with instructions regarding the Dwelling Inspection. All payments are non-refundable.
Dwell Safe may disclose to third parties any and all information provided by Client, as necessary to provide the certification services, and for any other purpose to support Dwell Safe’s business needs. Client may not disclose any Dwell Safe materials (Inspection Checklist, or Inspection Criteria) to any third party other than a Designee appointed by Client to assist with the Dwelling Inspection.
8. Term and Termination
This Agreement shall remain in place while the Client has an active Dwell Safe Certification. Sections 5, 6, 7, 9, and 10, in addition to any other section that must survive to fulfill its essential purpose, will survive the termination or expiration of this Agreement.
9. Limitation of Liability
You acknowledge and agree that, to the maximum extent permitted by law, in no event will Dwell Safe, or its affiliates, subsidiaries, officers, directors, consultants, agents and/or employees, or any third-party provider of a service offered as part of the inspection or certification process (the “Dwell Safe Group”), be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of goodwill, damage to property, or any damages for personal or bodily injury arising out of or in connection with (i) the terms of this Agreement or any Dwell Safe Checklist or other materials; (ii) the violation of any applicable law or regulation; (iii) use or reliance on the Dwell Safe Certification or Dwell Safe Shield; (iv) the Dwelling Inspection; or (v) any party’s use of, or services performed at, the Dwelling. In no event shall Dwell Safe’s liability under this Agreement exceed the cost of its billed services to the Client for the previous year. The Dwell Safe Certification is not, and shall not be construed to be, a substitute for any and all other inspections or assessments of the Dwelling reasonable or necessary to maintain to Dwelling in compliance with all applicable local, state, and federal law.
To the maximum extent permitted by applicable law, you agree to release, defend (at Dwell Safe’s option), indemnify, and hold Dwell Safe and each member of the Dwell Safe Group harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal, accounting, and attorneys’ fees, arising out of or in any way connected with (i) your breach of this Agreement; (ii) your improper use of the Dwell Safe Certification, Certification Shield, or other services; (iii) any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind (including but not limited to bodily injuries and damage to property) arising in connection with or as a result of a customer, visitor, guest, or any person visiting, staying at, performing services, or using the Dwelling in any way; or (iv) your breach of any laws, regulations or third party rights if caused in whole or in part by your acts or omissions, whether negligent, intentional or otherwise, or your breach of the Agreement or the acts or omissions, whether negligent, intentional or otherwise, of your subcontractors or agents or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. THIS DEFENSE AND INDEMNIFICATION OBLIGATION IS INTENDED TO WAIVE ANY EXCLUSIVITY-OF-REMEDY DEFENSE OR EMPLOYER IMMUNITY PROVISIONS THAT MAY OTHERWISE BE AVAILABLE UNDER WORKERS’ COMPENSATION OR SIMILAR LAWS.
You are solely responsible for obtaining insurance coverage sufficient to protect the Dwelling and any visitors or guests and the personal property of any visitors and guests. Client warrants that it has the appropriate and sufficient insurance coverage, including but not limited to property insurance including fire, extended coverage property insurance, and contents coverage, general liability, contractual liability (specifically insuring the indemnification provisions herein), steam boiler (if applicable), and upon written notice to Client, such other insurance as Dwell Safe may reasonably decide to be necessary or desirable for the protection of its interests. General liability insurance shall include bodily injury, property damage and personal injury coverage in amounts commonly carried by reasonable owners of properties similar in type, location, use, and value. Insurance coverage meeting the criteria herein shall be obtained prior to obtaining the Dwell Safe Certification and Client will maintain adequate insurance coverage for the Dwelling through the Certification Period. You agree to provide us with copies of relevant proof of coverage upon request, including but not limited to a Certificate of Insurance.
12. Applicable Law and Jurisdiction
The terms of this Agreement will be interpreted in accordance with the laws of the State of Maine and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings must exclusively be brought in state or federal court in Cumberland County, Maine. Both Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the courts in Cumberland County, Maine.
13. Changes to this Agreement, Dwell Safe Certifications, and Fees
At any time and without prior notice, Dwell Safe may change, suspend, or discontinue any aspect of the Dwell Safe App, Certification Shield, or the Dwell Safe Certification. We reserve the right, in our sole discretion, to change or amend the terms of this Agreement at any time. Rates and fees are subject to change without further notice or approval.
Dwell Safe, Inc. ( “us,” “our,” or “we”) respects your privacy and is committed to protecting it through our privacy practices as described in this Policy.
This Policy outlines the personal information we collect, how it is used, and the choices you have with regard to your personal information. This Policy applies to the personal information we collect through our website and any other website owned by us (collectively “Online Platforms”) that posts a link to this Policy.
Children Under the Age of 13
Our Online Platforms are not intended for children under 13 years of age. No one under age 13 may provide any information, personal or otherwise, to or on any of our Online Platforms. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Online Platform or on or through any of its features, make any purchases, use any of the interactive features, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at firstname.lastname@example.org.
Information We May Collect
Information You Provide to Us
The information we collect on or through our Online Platforms may include:
• Information that you provide by filling in forms on our Online Platforms. This includes personal information and contact information provided at the time of registering to use our Online Platforms, subscribing to our newsletter or promotional emails, submitting material, reporting a problem, or requesting information;
• Records and copies of your correspondence;
• Your responses to surveys;
• Your search queries on our Online Platforms.
To the extent (if any) that you choose to provide information in connection with our social media platforms outside of our Online Platforms (for example, through our Facebook page or Twitter feed), any information you provide in those settings is posted and transmitted at your own risk and subject to the terms of those social media platforms’ privacy policies.
Information We Collect Automatically
As you navigate through and interact with our Online Platforms, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
• Details of your visits to our Online Platforms, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Online Platform.
• Information about your computer and internet connection, including your IP address, operating system, browsing history, browser type, device unique identifier, mobile network information, and device’s telephone number. Currently, our web servers do not recognize or respond to “Do Not Track” signals and our Online Platforms may continue to collect information in the manner described in this Policy.
• Information about your location, if your device is set to provide location information.
Although much of the information that we collect automatically is statistical data or other aggregated information, it may include personal information, or we may maintain it or associate it with personal information we collect in other ways or receive from or through third parties. This information helps us to improve our Online Platforms and to deliver a better and more personalized service, including by enabling us to:
• Estimate our audience size and usage patterns;
• Store information about your preferences, allowing us to customize our Online Platforms according to your individual interests;
• Speed up your searches;
• Recognize you when you return to our Online Platforms.
The technologies we use for this automatic data collection may include:
• Flash Cookies. Certain features of our Online Platforms may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Online Platform. Flash cookies are not managed by the same browser settings that are used for browser cookies.
• Web Beacons. Pages of our Online Platforms may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company to count users who have visited those pages, and allow the Company to see other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
If you do not want us to collect this information, do not visit any of our Online Platforms.
How We Use and Disclose Your Information
We use information that we collect about you or that you provide to us, including any personal information:
• To present our Online Platforms and their contents to you;
• To provide you with information about our products and services;
• To communicate with you and fulfill your requests;
• To service and provide you with notices about your account or subscription, including expiration and renewal notices;
• To protect the security of our Online Platforms;
• To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection;
• To notify you about changes to any of our Online Platforms or products or services we offer;
• To allow you to participate in interactive features on our Online Platforms;
• To help us personalize our services, products, and advertising;
• To conduct research and analysis, including focus groups and surveys;
• In other ways we describe, when you provide the information;
We may also use your information to contact you about our own and third-parties’ goods and services that may be of interest to you. At times, we may share your information with third parties who may market our services to you, or contact you about a survey or other research regarding our operations.
Our Online Platforms may include third-party advertising and links to other Web sites. We do not have access to or control over the privacy practices, cookies or other features that advertisers and third party sites may use, and the information practices of these advertisers and third party websites are not covered by this Policy. We accept no responsibility or liability and makes no representations about the policies of these third parties. It is your responsibility to read these third parties’ privacy policies before visiting their site or choosing to share information with them.
You can generally opt-out of receiving personalized ads from third party advertisers and ad networks who are members of the Network Advertising Initiative (NAI) or who follow the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising by visiting the opt-out pages on the NAI website and DAA website.
We may disclose aggregated information about our users, and information that does not identify any individual, according to local law.
• To service providers and other third parties we use to support our business, including marketing and research companies;
• To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us about our Online Platform users is among the assets transferred;
• To fulfill the purpose for which you provide it;
• To comply with any court order, law, or legal process, including to respond to any government or regulatory request;
• If we believe disclosure is necessary or appropriate to protect our, our customers’, or other parties’ rights, property, or safety. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction;
• In the case of a suspected data breach, to communicate with outside parties;
• In other ways we describe, when you provide the information;
Choices About How We Use and Disclose Your Information
We may work with third-party companies that use tracking technologies (including cookies and pixel tags) on our Online Platforms in order to provide certain tailored advertisements on our behalf and on behalf of other advertisers across the Internet. These companies may collect information about your activity on Online Platforms and your interaction with our advertising and other communications and use this information to determine which ads you see on third-party websites and applications. These technologies and the information collected about you may also be used to track your activity across multiple devices. For more information about this practice and to understand your options including how to opt out of receiving these tailored advertisements, please visit http://www.aboutads.info. You should be aware that even if you opt-out, these tracking technologies may still collect data and you will still see ads, but they will not be targeted based upon the information collected through these tracking technologies.
Additionally, we strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
• Promotional Offers from the Company. If you do not wish to have your email address used by the Company to promote our products or services, you can opt-out by following the instructions at the bottom of our promotional emails. This opt out does not apply to information provided to the Company as a result of non-promotional emails.
Your California Privacy Rights
California Civil Code Section § 1798.83 permits users of our Online Platforms that are California residents to request certain information regarding our disclosure of personal information to third parties for direct marketing purposes. To make such a request, please send an email to email@example.com or write us at P.O. Box 1098, Portland, ME 04104.
We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Online Platforms, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information.
Unfortunately, the transmission of information via the internet is not completely secure. Although we take measures to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Online Platforms. Any transmission of personal information is at your own risk. We are not responsible for the circumvention of any privacy settings or security measures contained on our Online Platforms.
If changes to this Policy are made, we will notify you by revising the date on this Policy. We encourage you to stay informed about our privacy practices by reviewing the Policy whenever you interact with us. In certain cases, we may provide you with additional notice of changes to this Policy. We will not treat your personal information collected under a previous version of this Policy in a materially different manner without first receiving your consent. Any change to this Policy will be effective immediately and your continued use of Dwell Safe’s Online Platform indicates your consent.
If you have any questions about this Policy or would like to request access to your Personal Information, please contact us at: firstname.lastname@example.org or by mail at P.O. Box 1098, Portland, ME 04104.