Regional Terms — United States

01Scope

1.1These Regional Terms — United States ("Regional Terms") apply where:

(a) the order or Account names the United States as the region;

(b) the user is located in the United States; or

(c) the project or the Works are located or performed in the United States.

1.2Where an order names no region, or names a region for which no Regional Terms exist, these Regional Terms apply, except where mandatory local law requires otherwise.

02Precedence and interpretation

2.1For the United States region, these Regional Terms form part of each master document: the Platform Terms, the Customer Terms, the Subcontractor Terms, and the Licensing Terms. There they prevail over the master document to the extent of a conflict.

2.2Part A applies to all master documents. Parts B to E each apply only to the master document named in their title.

2.3A clause or section cited without a document name is a clause or section of these Regional Terms. Defined terms have the meaning given in the master document that the relevant Part supplements.

03Contracting party

3.1The order names your contracting party and may name a regional Addvista Company or a regional representative. Otherwise your contracting party is Addvista Inc., 8 The Green, Ste R, Dover, DE 19901, USA.

3.2Notices, including an arbitration opt-out, go to legal@addvista.com or to the address in clause 3.1.

04Governing law and language

4.1The master documents and these Regional Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. For construction projects and Works in the United States, the law of the project state applies where clauses 15.1 and 22.1 so provide. Mandatory protections of the country or state where a Consumer or worker habitually resides or works remain unaffected.

4.2These Regional Terms are concluded in English. A translation is for information only; if versions differ, the English version prevails.

05Prices, renewals, and changes to the Terms

This section supplements Platform Terms sections 9, 12, and 63.

5.1For Consumers in the United States, the checkout price includes all mandatory fees other than government taxes and shipping charges actually incurred. We email notice of a renewal price change between 7 and 30 days before it takes effect, with a link to cancel.

5.2For an individual in the United States, we give email or in-app notice at least 30 days before a material change. The change does not apply to a dispute already pending or known.

5.3US Consumer. Before we take billing details, we clearly disclose the term, the price, the renewal terms, and how to cancel, and we obtain your express consent to the renewal. You can cancel online. We send the renewal reminders the law requires. Renewal price changes follow clause 5.1.

06Warranties and liability

This section supplements Platform Terms sections 24 and 25.

6.1Where US law governs:

THE PLATFORM, ASSIST, BETA FEATURES, AND LOANED EQUIPMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE EXTENT THE LAW ALLOWS, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2Clause 6.1 does not disclaim a warranty the law does not allow us to disclaim and does not limit Platform Terms section 25 or clauses 6.3 to 6.5.

6.3If German law does not govern the claim, clauses 6.4 and 6.5 apply.

6.4Where US law applies, to the extent the law allows:

WE ARE NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOSS OF DATA.

OUR TOTAL LIABILITY IS LIMITED TO THE GREATER OF THE FEES YOU PAID US UNDER THE AFFECTED CONTRACT IN THE TWELVE MONTHS BEFORE THE CLAIM, AND USD 100.

6.5The limits in clause 6.4 do not apply to gross negligence, willful misconduct, fraud, bodily injury caused by our negligence where the law requires, an indemnity we expressly give in an Order, or a non-waivable wage claim.

07Indemnification

This section supplements Platform Terms sections 26 and 44.

7.1Where US law governs, you will defend, indemnify, and hold harmless the Addvista Companies and their officers, directors, and employees against third-party claims, damages, and reasonable attorneys' fees arising from your breach, unlawful recording, infringement, or misuse, except to the extent caused by our gross negligence or willful misconduct.

7.2For a Company's indemnity under Platform Terms section 44: Under US law you will defend, indemnify, and hold harmless the Addvista Companies, except to the extent caused by our gross negligence or willful misconduct. The indemnity applies only as far as the law of the place of the works allows, including California Civil Code §2782 and New York General Obligations Law §5-322.1 where they apply.

08Rights in Recordings

This section supplements Platform Terms sections 44 and 57 and Platform Terms Annex 1.

8.1Where US law applies, you assign to us all right, title, and interest you hold in the Recordings covered by Platform Terms section 44. If an assignment fails, you grant an exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable license for the purposes in Platform Terms clause 44.2. You waive moral rights to the extent allowed.

8.2To the extent US law governs, you assign to us all right, title, and interest in the Recording from its creation. If an assignment fails, you grant a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license for the purposes in Platform Terms clause 57.2. You waive moral rights to the extent allowed, and you release your name, image, likeness, and voice in the Recording for those purposes, worldwide, for as long as the law allows.

8.3The Likeness consent in Platform Terms Annex 1 also covers the release in clause 8.2.

09Arbitration, class waiver, and jury waiver

This section supplements Platform Terms section 28.

9.1Unless the Regional Terms — Europe apply to the dispute, any dispute arising out of the Platform Terms, the Platform, or a Recording is resolved by binding individual arbitration administered by the American Arbitration Association, under its Consumer Arbitration Rules for Consumers, its Commercial Arbitration Rules for others, and the procedures of its International Centre for Dispute Resolution for businesses established outside the United States. The seat is Wilmington, Delaware. Hearings may be remote. The language is English. The Federal Arbitration Act governs.

9.2YOU AND ADDVISTA WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION, TO THE EXTENT THE LAW ALLOWS. The arbitrator may not consolidate claims of different persons.

9.3An individual may opt out of arbitration and of the jury waiver within 30 days after first acceptance, by email to legal@addvista.com with the subject "Arbitration opt-out", stating the person's name and Account email.

9.4If 25 or more similar arbitration demands are filed against us by the same or coordinated counsel within 90 days, they may be batched in groups of up to 20, and a few may proceed first as bellwethers, binding only their own parties. Other filed claims may be stayed for up to 120 days and then proceed individually.

9.5If the class waiver is unenforceable as to a claim, that claim proceeds in court, not in class arbitration. For an individual who must arbitrate, we pay filing fees above the fee of a competent court.

10Pricing and payment

This section supplements Customer Terms sections 6 and 7.

10.1A consumer price change also needs any auto-renewal notice the consumer's state requires.

10.2On a California home-improvement contract, a down payment will not exceed the lesser of USD 1,000 or 10 percent of the contract amount, and later payments will not exceed the value of work performed or materials delivered, except as that statute allows.

10.3A US prompt-payment or retainage statute controls where it applies. On a California private work to which Civil Code section 8811 applies, retention will not exceed 5 percent.

10.4The final invoice follows Acceptance, or substantial completion where US law uses that point.

10.5Security and liens. On a US project, lien, stop-payment, and bond-claim rights are reserved, and the Order includes the notices the state requires (Annex 1).

11Site conditions and changes

This section supplements Customer Terms sections 10 and 11.

11.1On a US project, work that disturbs paint in target housing or a child-occupied facility built before 1978 is done only by a firm and renovator certified under the EPA lead rule or an authorized state program. You state the year built and whether a child under six lives there.

11.2On a US project, a change is made in writing or electronically, meeting any home-improvement writing rules. Work you direct before the price is agreed is priced at the Order's unit rates or, if none, at documented time and materials plus the Order's overhead and profit percentage.

12Acceptance and warranty

This section supplements Customer Terms sections 13 and 14.

12.1On a US project, substantial completion occurs when the Works can be used for their intended purpose; a minor punch list does not prevent it. The warranty in clause 12.2 runs from substantial completion.

12.2US express warranty. The contractor warrants that the workmanship will be free from material defects for one year from substantial completion and will repair or replace defective workmanship notified within that year. THIS IS THE CONTRACTOR'S ONLY EXPRESS WARRANTY OF WORKMANSHIP.

12.3TO THE EXTENT THE PROJECT STATE PERMITS, THE CONTRACTOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AN IMPLIED WARRANTY OF HABITABILITY OR WORKMANLIKE CONSTRUCTION THAT THE LAW DOES NOT ALLOW TO BE DISCLAIMED REMAINS.

13Liability

This section supplements Customer Terms section 15.

13.1The US rules in clauses 13.2 to 13.4 apply when the law of a US project state governs.

13.2United States. TO THE EXTENT THE PROJECT STATE PERMITS, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOSS OF USE, OR LOSS OF DATA, ARISING OUT OF THE ORDER. THIS WAIVER DOES NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, OR BODILY INJURY CAUSED BY NEGLIGENCE WHERE THE LAW DOES NOT ALLOW IT.

13.3FOR A US BUSINESS CUSTOMER, TO THE EXTENT THE PROJECT STATE PERMITS, THE CONTRACTOR'S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AN ORDER IS LIMITED TO THE ORDER PRICE. FOR BODILY INJURY AND PROPERTY DAMAGE COVERED BY THE CONTRACTOR'S LIABILITY INSURANCE, THE LIMIT IS THE INSURED AMOUNT, AT MOST USD 5,000,000 PER CLAIM. THESE LIMITS DO NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, OR A LIABILITY THE LAW DOES NOT ALLOW TO BE LIMITED.

13.4FOR A US PROJECT, EACH PARTY WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER AGAINST THIRD-PARTY CLAIMS FOR BODILY INJURY OR PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE INDEMNIFYING PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT, BUT NOT FOR THE OTHER PARTY'S SOLE NEGLIGENCE OR WILLFUL MISCONDUCT, AND ONLY TO THE EXTENT AN ANTI-INDEMNITY STATUTE, INCLUDING CALIFORNIA CIVIL CODE SECTIONS 2782 AND 2782.05, ALLOWS.

14Termination and cooling-off rights

This section supplements Customer Terms sections 17 and 18.

14.1On a US project, either party may terminate for a material breach not cured within ten business days after notice. You may terminate for convenience by paying for work performed, materials ordered, demobilization, and profit on the unperformed part, presumed to be 5 percent of its price unless proven otherwise.

14.2If the FTC Cooling-Off Rule applies, you may cancel before midnight of the third business day after the contract date, using the notice and form we give you, and we refund within 10 business days.

14.3State law may give a longer period. On a California home-improvement contract, the period is three business days, five if the buyer is 65 or older, and seven for certain disaster repairs, as Business and Professions Code section 7159 provides, and the Order carries the statutory notice (Annex 1).

14.4Customer Terms section 18 does not apply within a statutory cooling-off window.

15Governing law and arbitration

This section supplements Customer Terms section 23.

15.1Works in the United States are governed by the law of the state where the project is located, with venue in that state where state law requires it.

15.2US arbitration. A dispute on a US project is resolved by binding individual arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules, seated in the project state, under the Federal Arbitration Act.

(a) Either party may bring an individual claim in small-claims court and may seek provisional relief, including a lien filing or foreclosure, in a court of the project state.

(b) YOU AND WE WAIVE ANY JURY TRIAL AND ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, TO THE EXTENT THE LAW PERMITS. If the class waiver is unenforceable for a claim, that claim goes to court, not to class arbitration.

(c) An individual may opt out of arbitration within 30 days after accepting the Order, by notice to legal@addvista.com.

(d) Against a residential owner, arbitration applies only if the Order meets that state's form, type-size, and initialing rules, including Texas Property Code section 41.007 and California Business and Professions Code section 7191 where they apply.

16Changes to the Terms and licenses

This section supplements Customer Terms sections 24 and 27.

16.1A material change needs 30 days' notice to a US individual.

16.2The Addvista Company that owes the Works holds, in the United States, the project state's contractor license for the classification, shown on the Order Confirmation.

17Recording program

This section supplements Customer Terms section 36.

17.1Where US law applies, you assign to Addvista the rights you own in the Recordings or, where an assignment is not effective, grant a perpetual, irrevocable, royalty-free, worldwide, sublicensable license of the same scope. You release your own name, image, likeness, and voice for the purposes in Customer Terms section 32 and waive moral rights to the extent the law allows.

17.2In the United States, we record audio only if every person who will be heard has consented where the state requires all-party consent, including California, Florida, Illinois, Maryland, Massachusetts, Pennsylvania, and Washington.

17.3We do not collect, retain, sell, or otherwise profit from biometric identifiers or biometric information, including under the laws of Illinois, Texas, Washington, and Colorado. California residents receive a notice at collection under the Privacy Policy.

18Changes, securities, and safety

This section supplements Subcontractor Terms sections 7, 11, and 15.

18.1On United States Works a claim not notified in time is waived to the extent the law allows.

18.2On United States Works we may require payment and performance bonds from a surety admitted in the Project state, up to the Order Price. If the Work Order requires bonds, the premium is included in the Order Price. If we request bonds later, we reimburse the documented premium without mark-up.

18.3On United States Works, the occupational-safety law you comply with includes 29 CFR Part 1926.

19Defects and liability

This section supplements Subcontractor Terms sections 17 and 18.

19.1On United States Works you also correct Defects notified within one year after Acceptance of your scope, in addition to longer warranties under the Client Contract and statute.

19.2Under United States law: NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOST PROFITS, EXCEPT FOR INDEMNITY AND DEFENSE OBLIGATIONS, AMOUNTS WE OWE THE CLIENT OR OTHER TRADES BECAUSE OF YOU (INCLUDING CLIENT DELAY AND LIQUIDATED DAMAGES), BREACH OF PART D OR PART E OF THE SUBCONTRACTOR TERMS OR CONFIDENTIALITY, FRAUD, GROSS NEGLIGENCE, AND WILLFUL MISCONDUCT. OUR TOTAL LIABILITY TO YOU IS LIMITED TO THE NET SUM PAYABLE UNDER THE RELEVANT WORK ORDER.

19.3Where an anti-indemnity statute applies, including California Civil Code sections 2782 and 2782.05, New York General Obligations Law section 5-322.1, and Texas Insurance Code Chapter 151, Subcontractor Terms clause 18.2 applies to the fullest extent that statute permits.

20Insurance and termination

This section supplements Subcontractor Terms sections 19 and 21.

20.1On United States Works the Indemnitees are additional insureds on forms CG 20 10 and CG 20 37 (edition 04 13 or later) or equivalents, for ongoing and completed operations. Your cover is primary and non-contributory, and you waive subrogation against the Indemnitees, in each case to the extent the law allows.

20.2On United States Works we may terminate for convenience on text-form notice. We then pay for conforming work performed, materials that cannot reasonably be returned, and reasonable demobilization cost, but no unearned profit or overhead.

21Lien waivers and statutory security

This section supplements Subcontractor Terms sections 8 and 11.

21.1On United States Works each progress and final payment is conditional on lien waivers from you and your lower tiers, in the statutory form of the Project state where one exists, including in California the forms in Civil Code sections 8132, 8134, 8136, and 8138. Unconditional waivers are given only after payment has cleared. Without a statutory form, the waiver is conditional on receipt of the stated payment.

21.2You give preliminary notices on time. Your lien, bond, and stop-payment rights are not waived in advance.

21.3You discharge, within 10 Business Days, any lien or claim filed by your chain for sums we have paid you. If you do not, we may discharge it and set off the cost, and we may withhold up to 150 percent of the claim as the law allows.

22Governing law and disputes

This section supplements Subcontractor Terms section 26.

22.1United States Works: the law of the Project state applies, with venue there where a statute requires it. Delaware law governs matters not tied to the Project to the extent the Project state allows.

22.2United States disputes are resolved by binding individual arbitration under the AAA Construction Industry Arbitration Rules before one arbitrator, seated in the Project state. The Federal Arbitration Act applies. Either party may go to court for provisional relief, lien and bond claims, small claims, and claims about rights in Recordings.

22.3There are no class or representative proceedings. If the class waiver is unenforceable for a claim, that claim goes to court. THE PARTIES WAIVE TRIAL BY JURY to the extent the law allows. The prevailing party recovers reasonable attorneys' fees to the extent the law allows.

23Taxes and independent-contractor conditions

This section supplements Subcontractor Terms Part C, in particular sections 36 and 37.

23.1The withholding a statute requires includes backup withholding.

23.2In California you represent that: the subcontract is in writing; you are licensed by the Contractors State License Board and the Works are within that license; you hold any required local business license; you have a business location separate from us; you have the right to hire and fire your own helpers; you bear financial responsibility through the insurance, indemnity, and warranty in the Subcontractor Terms; and you are customarily engaged in an independent business of the same nature. You tell us before accepting a Work Order if any of these is not true.

23.3You perform licensed work only with the required license and bear all consequences of a false license statement.

23.4Before the first payment you deliver a signed Form W-9. We issue Form 1099-NEC where payments are reportable and apply backup withholding where the law requires it.

24Recordings

This section supplements Subcontractor Terms sections 41 and 42.

24.1The written releases you obtain include publicity releases in the United States.

24.2Where United States law applies:

(a) You hereby assign to us all right, title, and interest in the Recordings, including copyright, effective as each Recording is created.

(b) To the extent any right cannot be assigned, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license of that right for the purposes in Subcontractor Terms clause 41.1.

(c) You release, and warrant that each recorded person has released, all claims in name, image, likeness, and voice for those purposes.

(d) You waive, and obtain waivers of, moral rights to the extent the law permits.

25United States labor, immigration, and safety compliance

This section supplements Subcontractor Terms Part E (section 47).

25.1This section applies to Works in the United States.

25.2You comply with the Fair Labor Standards Act and state and local wage-and-hour law, and you classify workers lawfully.

25.3If the Project is public or federally assisted, you meet all prevailing-wage duties, including under the Davis-Bacon Act, certified payrolls, apprenticeship and public-works registration, and flow them down. We may withhold and pay workers any shortfall.

25.4You complete and retain Form I-9 for every person you send, send only people authorized to work in the United States, and use E-Verify where the Client Contract or the law requires it.

25.5You correct hazards you create, even if the exposed person is employed by someone else.

25.6You obtain any background checks the Client Contract or the Site requires in compliance with the Fair Credit Reporting Act and fair-chance laws.

26Disclaimers

This section supplements Licensing Terms section 14.

26.1EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 13 OF THE LICENSING TERMS, THE DATASET AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

27Indemnities and limitation of liability

This section supplements Licensing Terms sections 15 and 16.

27.1Clauses 27.3 to 27.5 are the United States variant.

27.2Under the United States variant, Licensing Terms clause 15.6 is a duty to defend, indemnify, and hold harmless.

27.3WHEN THE UNITED STATES VARIANT APPLIES, NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY. THIS CLAUSE DOES NOT LIMIT YOUR LIABILITY FOR BREACH OF SECTIONS 5, 6, 10, 17, 18, OR 19 OF THE LICENSING TERMS, FOR NON-PAYMENT, OR UNDER LICENSING TERMS CLAUSE 6.11 OR 15.6, INCLUDING FOR OUR LOST LICENSING REVENUE.

27.4OUR AGGREGATE LIABILITY ARISING OUT OF AN ORDER IS LIMITED TO THE GREATER OF THE FEES YOU PAID UNDER THAT ORDER IN THE TWELVE MONTHS BEFORE THE CLAIM AND USD 1,000. Our liability under Licensing Terms clause 15.1 is limited to twice that amount.

27.5Clauses 27.3 and 27.4 do not limit our liability for gross negligence, willful misconduct, or fraud, or for bodily injury caused by our negligence where the law forbids a limit.

27.6Retraining cost, a robot recall, and your customers' downtime are consequential loss under clause 27.3.

28Disputes

This section supplements Licensing Terms section 22 with the dispute forum.

28.1Except where the Regional Terms — Europe apply, disputes are resolved by binding arbitration under the American Arbitration Association Commercial Arbitration Rules, or the International Centre for Dispute Resolution International Arbitration Rules if you are not a United States entity, in English, seated in Wilmington, Delaware. One arbitrator decides, unless the Order provides for three. The Federal Arbitration Act governs.

28.2EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT THE LAW ALLOWS. Claims are brought only individually, not as a class or representative action.

Annex 1State notices for home-improvement Orders

This annex supplements the Customer Terms. These notes list the mandatory local items the Order documents must carry. Bracketed text is for counsel to complete from the statute current at the date of the Order. It is not itself the statutory notice.

Counsel inserts the current statutory text, in the required type size and language, into the Order before signature. Once attached, the Order incorporates it.

A1.1 California. The contract includes the contents of Business and Professions Code sections 7159 and 7159.5: contractor name, address, and license number; work and materials; price; a progress schedule tied to the work; the down-payment statement within the statutory cap; the cancellation notice, including senior and disaster periods where they apply; and the mechanics-lien warning. Claimants give preliminary notice under Civil Code sections 8200 and 8204. Arbitration, if used, meets section 7191. Retainage follows Civil Code section 8811 where it applies.

A1.2 New York. The contract includes General Business Law section 771: identity and contacts; approximate start and completion; work and materials, with brand and model where relevant; price; a progress schedule in dollars that reasonably tracks the work; the lien warning; the deposit-trust notice under Lien Law section 71-a; and the three-business-day cancellation notice. The performing entity holds any required local home-improvement license. The owner receives the signed copy before work begins.

A1.3 Texas. A contract to improve an existing homestead residence includes the Property Code section 41.007 warning in at least ten-point bold, and any registration information the current statute requires. An arbitration clause in that contract is in at least ten-point bold or it is not used against the owner. The section 53.255 disclosure, including the subcontractor and lien warning, is given before signature. The performing entity holds the trade licenses the work requires.

A1.4 Florida. [Insert the current Florida home-solicitation, construction-lien, and contractor-licensing notices for the trade and property, including any right-to-cancel notice and the preliminary notice the lien statute requires.]

A1.5 Illinois. [Insert the current Illinois Home Repair and Remodeling Act contract and brochure requirements, the mechanics-lien notices that apply, and the all-party audio limit in clause 17.2. Do not use a biometric-identification feature in Illinois under the Customer Terms.]

A1.6 Other states. A consumer project in a state not listed is not offered until that state's home-improvement, lien, retainage, and licensing notices are added here and to the Order.

Annex 2Document checklist for United States Works

This annex supplements Subcontractor Terms Annex 1 for United States Works.

Contact

Legal notices and arbitration opt-out: legal@addvista.com

Privacy: data@addvista.com

Orders and support: support@addvista.com

Addvista Inc., 8 The Green, Ste R, Dover, DE 19901, USA