TERMS OF SERVICE
Version 4
Last updated: April 27, 2026
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A MANDATORY BINDING ARBITRATION AGREEMENT, A CLASS ACTION AND COLLECTIVE ACTION WAIVER, A JURY TRIAL WAIVER, AN EXCLUSIVE FORUM SELECTION CLAUSE, A LIMITATION OF LIABILITY, A SHORTENED LIMITATIONS PERIOD, AND OTHER PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS. BY USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS.
These Terms of Service (the "Terms" or "Agreement") are a binding contract between you ("you," "your," or "User") and How Much Holdings Pty Limited (ACN 687 662 871), together with the other members of the How Much Group (as defined below) (collectively, "How Much Holdings," the "Company," the "How Much Group," "we," "us," or "our").
Definitions.
In these Terms:
"How Much Group" means How Much Holdings Pty Limited (ACN 687 662 871, Australia), How Much Holdings Limited (United Kingdom), How Much Marketing LLC (United States), and each of their respective parents, subsidiaries, affiliates, successors, and assigns.
"Websites" means each and any of the following websites and online services operated by a member of the How Much Group, together with all sub-domains, mobile applications, and other online services that link to or reference these Terms or our Privacy Policy:
solarreviews.com
fixr.com
howmuch.net
uk.howmuch.net
solar-estimate.org
mysolar.com
bathroom-estimate.org
windows-estimate.org
siding-estimate.org
roofingcalculator.com
"Services" means the Websites and all features, content, products, lead-matching, communications, tools, and services made available through them.
Use of any of the Websites is governed by these Terms of Service and our Privacy Policy as they apply in your region of residence. References in these Terms to "the Services" include each of the Websites unless the context requires otherwise. The fact that a Website may be operated, hosted, or supported by a particular member of the How Much Group does not affect the application of these Terms or our Privacy Policy.
If you have any questions regarding this Agreement you may contact us as detailed at the end of these Terms. We may amend this Agreement at any time by posting the revised version on any Website. By accessing any Website or utilizing the Services after any such amendment, you agree to be bound by the Terms then in effect.
1. ELIGIBILITY AND ACCEPTANCE
The Services are intended only for users who are: (a) at least eighteen (18) years of age (or, where applicable law sets a lower age of contractual majority in the user's jurisdiction, that age); (b) legal residents of, and physically located in, one of the following jurisdictions: Australia, the United States of America, Canada, or the United Kingdom (each, an "Eligible Jurisdiction"); and (c) able to form a legally binding contract under the laws of their Eligible Jurisdiction. By using the Services, you represent and warrant that you satisfy each of these requirements.
If you are accessing the Services from any country outside an Eligible Jurisdiction, you do so on your own initiative and at your own risk, and you are responsible for compliance with all local laws. We reserve the right to limit or refuse the Services in any jurisdiction in our sole discretion.
If you do not agree to these Terms, you must not access or use the Services. Your use of the Services is conditioned upon, and constitutes your acceptance of and agreement to, these Terms and our Privacy Policy, which is incorporated by reference.
2. THE SERVICES
2.1 Request a Quote / Lead Matching
After you submit your information through the Services (a "Service Request"), independent third-party organizations such as solar installers, contractors, remodelers, lenders, and other service or product providers (collectively, "Service Professionals" or "Partners") that may be able to meet your stated need(s) may be contacted with a request that they respond to you, and/or we may suggest organizations to you so you may research and/or contact them yourself. We may sell, share, or transfer your Service Request and contact information to one or more Service Professionals or other third parties for these purposes.
We do not guarantee that any Service Professional will be capable or willing to meet your needs. We make no guarantees regarding the qualifications, licensing, insurance, skills, pricing, performance, or practices of any Service Professional. We are not a party to any agreement, transaction, communication, or relationship between you and any Service Professional. Any contract you enter with a Service Professional is solely between you and that Service Professional.
Your rights under any contract you enter with a Service Professional are governed by the laws applicable to that contract. Should you have any dispute with a Service Professional, you must address that dispute directly with the Service Professional. You hereby release, waive, discharge, and hold harmless How Much Holdings, its officers, directors, employees, agents, affiliates, parents, subsidiaries, successors, assigns, and licensors (collectively, the "Released Parties") from any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) of every kind or nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such disputes or your dealings with any Service Professional.
If you discover that any information on the Services is incorrect or otherwise needs review or revision, please email us at privacy@hmg.ai.
2.2 Solar Pro Processing Procedures, Profiles, and "Pre-Screened" Accreditation
We use several criteria as part of our enrollment and profiling process for Service Professionals available through the Services.
Solar Company Profiles.
We allow solar companies and other Service Professionals to post profiles about themselves and their business. We do not certify or verify the information or representations set forth in those profiles. Profiles are self-reported by the Service Professional.
"Pre-Screened" Accreditation.
To gain the "Pre-Screened" accreditation, a Service Professional must self-certify that they meet certain criteria, including but not limited to licensing, financial status, legal status, experience, and customer references. We attempt to keep information current on a periodic basis by reminding Service Professionals to update and re-certify their account information. This is a self-certification process. Service Professional information may be entered incorrectly, may change, or may expire over time. While we attempt to maintain accurate and up-to-date information and confirm changes when notified, we cannot and do not guarantee that profile or screening information is accurate, complete, current, or non-fraudulent. Before working with any Service Professional you should independently verify all information, including licensing, insurance, references, and pricing.
DISCLAIMER OF WARRANTIES (PRE-SCREENING).
WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PRE-SCREENING PROCESS, CRITERIA, PROCEDURES, OR INFORMATION OBTAINED OR PRESENTED IN THE PRE-SCREENING PROCESS OR DISCLOSURES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR THAT THE SCREENING OR VERIFICATION PROCEDURES OR STANDARDS ARE SUFFICIENT, OR THAT THE INFORMATION RECEIVED IN THESE SCREENING OR VERIFICATION PROCEDURES IS ACCURATE, TIMELY, OR ERROR-FREE.
2.3 Customer Surveys, Ratings & Reviews
We may invite Service Professionals to provide references (email addresses and names) of past customers, and we may then email those customers requesting that they complete a survey of the work performed for them. Persons may also enter survey information without having been referred by a Service Professional. We do not police this survey system, although we may take reasonable steps to detect manipulation or false submissions.
We reserve the right, but not the obligation, to refuse to post, remove, or modify any review, comment, rating, or other user-submitted content ("User Content") at our sole discretion, including any User Content we determine, in our sole and absolute discretion, contains or features any of the following:
Offensive, harmful, or abusive language, including expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language, threats, or hate speech (e.g., racist or discriminatory speech).
Content flagged or reported by a Service Professional or third party.
References to illegal activity.
Reviews that do not address the goods and services of the business or that have no qualitative value (e.g., "work has not started yet").
Language that, in our sole judgment, violates standards of good taste or the standards of the Services.
Reviews or comments concerning a different solar company or third party.
Information not related to the work requested in the related Service Request.
Statements that are or appear to be false, misleading, deceptive, or unverifiable.
Statements from former employees, competitors, or persons with a conflict of interest.
Comments that disparage us or our Services.
By submitting a review, the reviewer grants us permission to contact the relevant Service Professional about the work to verify or validate any content submitted. Any such verification or validation is at our sole discretion and is not our obligation.
Ratings & Reviews are not endorsed by How Much Holdings.
All ratings and reviews of a Service Professional displayed to you reflect the opinions of other consumers and do not reflect or represent the opinions or representations of How Much Holdings or its parent, subsidiary, or affiliated companies, or its employees, officers, directors, or shareholders. We disclaim any and all representations or warranties with regard to ratings and reviews. We do not assume responsibility or liability for any review or for any claims, damages, or losses resulting from any use of the Services or the materials contained therein.
3. INFORMATION YOU PROVIDE / ACCURACY OF INFORMATION
Upon using the Services, you may be prompted to disclose certain information about yourself and your project requirements, and you may be able to store information on the Services. With your consent, some of this information may be made available to persons or entities (including Service Professionals) who need this information to respond to you or in connection with our business. You promise that all information you provide is accurate, current, truthful, and complete to the best of your knowledge, and you will promptly notify us of any changes.
You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all User Content and information you provide. You are solely responsible for safeguarding any password and for any use of the Services by persons to whom you allow access to your account or password. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your access to the Services and pursue any legal remedies available to us.
4. EXPRESS CONSENT TO BE CONTACTED
4.1 Prior Express Written Consent.
By submitting a Service Request, registering for an account, or otherwise providing your telephone number(s), email address, or other contact information through the Services, you provide your prior express written consent (within the meaning of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the "TCPA"), and its implementing regulations) for How Much Holdings, our affiliates, our marketing partners, and one or more Service Professionals to contact you at the telephone number(s) and email address(es) you have provided, including via:
Live telephone calls;
Pre-recorded or artificial voice messages;
Text messages (SMS/MMS), including by automatic telephone dialing systems and any automated technology;
Email messages, including with promotional or marketing content;
Direct mail; and
Any other reasonable means of communication.
You agree that this consent applies even if your number(s) appear on any federal, state, internal, corporate, or other Do Not Call list. You acknowledge that consent is not a condition of any purchase, that message and data rates may apply, and that message frequency may vary.
4.2 Australia — Spam Act and Do Not Call Register.
If you are located in Australia, by providing your consent above you also consent for purposes of the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), and any equivalent or successor legislation, to receive commercial electronic messages and telemarketing calls from How Much Holdings, our affiliates, our marketing partners, and Service Professionals at the contact details you provide.
4.3 Canada — CASL Express Consent.
If you are located in Canada, by providing your consent above you also provide your express consent for purposes of Canada's Anti-Spam Legislation, S.C. 2010, c. 23 ("CASL"), the Telecommunications Act, and the Unsolicited Telecommunications Rules of the CRTC, to receive commercial electronic messages (including emails and SMS/MMS) and telemarketing calls (including by automatic dialing-announcing devices) from How Much Holdings, our affiliates, our marketing partners, and Service Professionals at the contact details you provide. Each commercial electronic message will identify the sender and contain a working unsubscribe mechanism.
4.4 United Kingdom — PECR Consent.
If you are located in the United Kingdom, by providing your consent above you also consent for purposes of the Privacy and Electronic Communications (EC Directive) Regulations 2003 ("PECR") and the UK GDPR, to receive direct marketing communications by electronic means (including email, SMS/MMS, and live or automated telephone calls) from How Much Holdings, our affiliates, our marketing partners, and Service Professionals at the contact details you provide.
4.5 Revocation of Consent.
You may revoke any of the consents in this Section 4 at any time by following the unsubscribe instructions in any communication, by replying "STOP" to any text message, or by contacting us using the contact information at the end of these Terms. Revocation of consent will apply to communications initiated by us after we have a reasonable time to process your request and will not apply to communications you separately authorise with any Service Professional or third party. Nothing in this Section limits any non-waivable rights you have under applicable law, including the right to object to direct marketing free of charge under the UK GDPR.
4.6 Recording of Calls.
You consent to the recording, monitoring, and retention of any telephone or electronic communications between you and us or any Service Professional, including for quality assurance, training, compliance, and dispute resolution purposes. Where required by applicable law (including in jurisdictions with two-party consent rules), we and our Service Professionals will provide a notice at the start of the call before recording. By continuing the call after such notice, you consent to the recording.
5. PERMITTED USE / RESTRICTIONS ON USE
Your use of the Services is for your personal, non-commercial use only. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely as expressly permitted by these Terms. We reserve the right to revoke your access at any time, in our sole discretion, with or without notice and with or without cause.
All information is for your personal use only and shall not be used for commercial purposes, whether for-profit or not-for-profit, unless preapproved by us in writing.
Any unauthorized uses, commercial or otherwise, of our content or systems are strictly prohibited. We closely monitor and log activities on the Services, including data scraping, email exploits, content pilfering, and the like. Persons or organizations engaged in unauthorized use will be subject to fines, reparations for damages, and legal prosecution.
You may not, and may not permit any third party to:
Use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code," or any other automated device, program, tool, algorithm, process, or methodology, or any manual process having similar functionality, to access, acquire, copy, or monitor any portion of the Services, any data, or content found on or accessed through the Services, without our prior express written consent;
Use the Services to obtain or attempt to obtain any materials or information that has not been intentionally made publicly available either by public display on the Services or through accessibility by a visible link;
Use the Services in any manner that violates the security of the Services or attempts to gain unauthorized access to the Services, data, materials, information, computer systems, or networks connected to any server associated with the Services, through hacking, password mining, or any other means;
Impersonate any person or entity, or falsely state or otherwise represent an affiliation with a person or entity;
Interfere with, attempt to interfere with, or otherwise disrupt the proper working of the Services, any activities conducted on or through the Services, or any servers or networks connected to the Services, including accessing any data, content, or other information prior to the time it is intended to be available to the public;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services;
Use the Services in any way that violates any applicable federal, state, local, or international law or regulation; or
Use the Services to transmit, distribute, post, or submit any information concerning any other person or entity without their prior written authorization.
6. FRAUDULENT, FALSE, OR UNAUTHORIZED INFORMATION
KNOWINGLY INPUTTING FALSE INFORMATION — INCLUDING BUT NOT LIMITED TO ANY NAME, PHONE NUMBER, ADDRESS, OR EMAIL ADDRESS — IS A SERIOUS AND FRAUDULENT MATTER THAT COULD RESULT IN SIGNIFICANT COSTS AND DAMAGES, INCLUDING INVASION OF PRIVACY RIGHTS, TO HOW MUCH HOLDINGS, ITS SERVICE PROFESSIONAL PARTNERS, AND TO CONSUMERS, AS WELL AS THE LOSS OF TIME, EFFORT, AND EXPENSE RESPONDING TO AND PURSUING SUCH FALSE INFORMATION AND REQUEST, AND COULD RESULT IN REGULATORY FINES AND PENALTIES.
ACCORDINGLY, IF YOU KNOWINGLY INPUT FALSE INFORMATION — INCLUDING BUT NOT LIMITED TO ANOTHER PERSON'S NAME, EMAIL ADDRESS, PHYSICAL ADDRESS, OR PHONE NUMBER, OR A RANDOM OR MADE-UP NAME, ADDRESS, EMAIL, OR PHONE NUMBER — YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO HOW MUCH HOLDINGS AND EACH SERVICE PROFESSIONAL WHO ACCEPTS SUCH SERVICE REQUESTS, FOR THE GREATER OF:
(1) A MINIMUM AMOUNT OF ELEVEN THOUSAND U.S. DOLLARS (US$11,000) PAYABLE TO EACH OF HOW MUCH HOLDINGS, EACH AFFECTED SERVICE PROFESSIONAL, AND EACH ACTUAL PERSON AFFECTED BY ANY OF THE IMPROPER, INCORRECT, OR FRAUDULENT INFORMATION YOU ENTER (FOR EXAMPLE THE ACTUAL OWNER OF THE EMAIL ADDRESS OR PHONE NUMBER), PER IMPROPER SUBMISSION, PLUS REASONABLE ATTORNEYS' FEES, COSTS, AND EXPENSES; OR
(2) THE ACTUAL DAMAGES — DIRECT, PUNITIVE, AND CONSEQUENTIAL — AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH INTENTIONAL, MISLEADING, HARMFUL, AND FRAUDULENT ACTIVITY, PLUS REASONABLE ATTORNEYS' FEES, COSTS, AND EXPENSES,
WHICHEVER IS GREATER. The parties agree that the foregoing amounts represent a reasonable estimate of damages and are not a penalty, given the difficulty of calculating actual damages caused by such fraudulent submissions.
7. INTELLECTUAL PROPERTY
7.1 Our Intellectual Property
All content, features, and functionality of the Services — including all text, graphics, images, logos, button icons, software, audio clips, digital downloads, data compilations, page layouts, and the selection and arrangement thereof — are the exclusive property of How Much Holdings, its licensors, or other content suppliers, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of How Much Holdings or any third party.
7.2 License to User Content
By submitting any User Content (including reviews, ratings, comments, photographs, testimonials, ideas, suggestions, or other materials) to or through the Services, you grant How Much Holdings and its affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide, transferable, and sublicensable license to use, reproduce, modify, adapt, translate, create derivative works from, distribute, publicly perform, publicly display, and otherwise exploit such User Content in any media or format now known or hereafter developed, for any purpose, including commercial purposes, without compensation, attribution, or notice to you.
You represent and warrant that: (a) you own or otherwise control all rights necessary to grant the foregoing license; (b) the User Content is accurate and not misleading; (c) the User Content does not and will not infringe or violate the rights of any third party; and (d) the User Content complies with these Terms and all applicable laws.
7.3 DMCA Notice
If you believe that any content on the Services infringes a copyright you own or control, you may submit a notice pursuant to the Digital Millennium Copyright Act ("DMCA") to our designated agent at the contact information set out at the end of these Terms. Notices that do not comply with the DMCA may not receive a response.
8. PRIVACY
Our collection, use, and disclosure of personal information in connection with the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge and agree to the practices described in our Privacy Policy.
9. THIRD-PARTY LINKS AND SERVICES
The Services may contain links to third-party websites, services, advertisements, or resources that are not owned or controlled by How Much Holdings. We do not endorse, monitor, or assume responsibility for any third-party content, products, or services. Your interactions with any third party found on or through the Services are solely between you and the third party, and you agree that we are not liable for any loss or damage of any kind incurred as the result of any such interactions.
10. SERVICE AVAILABILITY; NO WARRANTY OF UPTIME
We endeavor to make the Services available 24 hours a day, seven days a week, but we make no commitment, warranty, or guarantee of any specific level of availability. The Services may be unavailable from time to time for maintenance, upgrades, emergencies, or for other reasons within or outside our control. We take precautions to prevent the loss of data, including periodic backups, but we shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any data.
11. DISCLAIMER OF WARRANTIES
THE SERVICES, INCLUDING ALL CONTENT, FEATURES, AND FUNCTIONALITY, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HOW MUCH HOLDINGS, ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; (D) THE SERVICES OR ANY SERVERS OR EMAIL SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY SERVICE PROFESSIONAL OR THIRD PARTY YOU CONTACT THROUGH THE SERVICES IS QUALIFIED, LICENSED, INSURED, OR REPUTABLE.
ANY MATERIAL OBTAINED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.
Nothing in this Section 11 excludes, restricts, or modifies any guarantee, warranty, term, condition, or other right or remedy implied or imposed by law that cannot lawfully be excluded, restricted, or modified, including (without limitation): (a) the consumer guarantees under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)); (b) the implied terms in consumer contracts under the Consumer Rights Act 2015 (United Kingdom); (c) the Sale of Goods Act and provincial consumer protection legislation in Canada; and (d) implied warranties under U.S. state law that cannot be disclaimed. Where any such non-excludable right or remedy applies, our liability for breach is limited, to the extent permitted, as set out in Section 12.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HOW MUCH HOLDINGS OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS, ASSIGNS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY SERVICE PROFESSIONAL'S PRODUCTS OR SERVICES.
OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR YOUR INTERACTIONS WITH ANY SERVICE PROFESSIONAL, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BY STATUTE, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU HAVE PAID US (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12.3 Non-Excludable Liability.
Nothing in these Terms excludes, restricts, or modifies our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded, restricted, or modified under the Australian Consumer Law, the Consumer Rights Act 2015 (UK), the Unfair Contract Terms Act 1977 (UK), the Civil Code of Quebec, applicable Canadian provincial consumer protection legislation, or applicable U.S. state law; or (d) liability under any other law to the extent it cannot lawfully be excluded. To the extent any such non-excludable liability applies, our total aggregate liability for that liability will be limited to the greatest extent permitted by the applicable law.
12.4 Australian Consumer Law — Limitation Where Permitted.
Where the Australian Consumer Law applies and our liability arising from a failure to comply with a consumer guarantee may be limited (i.e., the supply is not of a kind ordinarily acquired for personal, domestic, or household use or consumption), our liability for such failure is limited, at our option, to (i) re-supplying the Services or paying the cost of re-supplying the Services.
12.5 UK Consumer Rights Act 2015 — Statutory Rights Preserved.
If you are a consumer in the United Kingdom, the Consumer Rights Act 2015 gives you statutory rights that we cannot exclude or limit. Nothing in these Terms affects those rights.
12.6 Canadian Consumer Rights Preserved.
If you are a consumer in Canada, you have non-waivable rights under federal law (including the Competition Act and the Sale of Goods Act of the relevant province) and provincial consumer protection legislation (including the Ontario Consumer Protection Act, the Quebec Consumer Protection Act, the British Columbia Business Practices and Consumer Protection Act, and equivalents). Nothing in these Terms affects those rights.
13. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless How Much Holdings and its officers, directors, employees, agents, affiliates, parents, subsidiaries, successors, assigns, licensors, suppliers, and Service Professionals (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and expert witness fees) arising out of or relating to: (a) your access to or use of the Services; (b) your violation or alleged violation of these Terms; (c) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; (d) your violation of any applicable law, rule, or regulation, including the TCPA, CAN-SPAM Act, or any state consumer protection or telemarketing law; (e) any User Content or information you submit through the Services; (f) any dispute between you and any Service Professional; (g) your knowing submission of false, misleading, or unauthorized information through the Services; or (h) your negligence or willful misconduct.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us. You will not, in any event, settle any claim without our prior written consent. This indemnification obligation will survive the termination of these Terms.
14. MANDATORY BINDING ARBITRATION; CLASS ACTION AND COLLECTIVE ACTION WAIVER; JURY TRIAL WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND HOW MUCH HOLDINGS TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT, WAIVES YOUR RIGHT TO A JURY TRIAL, AND WAIVES YOUR RIGHT TO PARTICIPATE IN CLASS, COLLECTIVE, MASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTIONS.
14.1 Agreement to Arbitrate.
Any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, the Services, any communications you receive in connection with the Services, any products or services provided by any Service Professional, or the relationship between you and How Much Holdings (each, a "Dispute"), whether based in contract, tort, statute (including the TCPA, CAN-SPAM Act, or any state consumer protection or telemarketing law), fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after the termination of these Terms, will be resolved exclusively through final and binding individual arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
14.2 Federal Arbitration Act.
Notwithstanding Section 15 (Governing Law), this arbitration agreement is separately governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16 (the "FAA"), and the parties agree that the Services and the parties' relationship evidence a transaction involving interstate commerce. The arbitrator, and not any federal, state, local, or foreign court or agency, will have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of it is void or voidable.
14.3 Arbitration Rules and Forum.
The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. If the AAA is for any reason unable or unwilling to administer the arbitration, the parties will agree on a substitute arbitral forum, or, failing such agreement, a court with jurisdiction may appoint the arbitrator.
14.4 Pre-Arbitration Notice and Opportunity to Cure.
Before initiating arbitration, you must first send a written notice of dispute ("Notice") to How Much Holdings at the contact address set out at the end of these Terms. The Notice must (a) describe the nature and basis of the claim; (b) identify the specific relief sought; and (c) include your name, mailing address, email address, and telephone number. We will have sixty (60) days from receipt of your Notice to attempt to resolve the dispute. If we are not able to resolve the dispute during that period, you or we may commence an arbitration proceeding. Compliance with this notice and cure procedure is a condition precedent to the commencement of any arbitration.
14.5 Arbitration Location and Procedures.
The arbitration will be held in the federal judicial district where you reside, or, at your election, by telephone, video conference, or based solely on written submissions. The arbitrator will be empowered to grant whatever relief would be available in a court under law or equity, but only on an individual basis, and may not award relief that would affect any user other than you.
14.6 Class Action and Collective Action Waiver.
YOU AND HOW MUCH HOLDINGS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, MASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, CLASS, COLLECTIVE, MASS, OR CONSOLIDATED PROCEEDING. IF A COURT OR ARBITRATOR DETERMINES THAT THIS CLASS, COLLECTIVE, AND REPRESENTATIVE ACTION WAIVER IS UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND BROUGHT IN A COURT OF COMPETENT JURISDICTION CONSISTENT WITH SECTION 15 (GOVERNING LAW; FORUM).
14.7 Jury Trial Waiver.
EXCEPT FOR DISPUTES PROPERLY HEARD IN SMALL CLAIMS COURT OR EXCEPTED FROM ARBITRATION UNDER SECTION 14.10, YOU AND HOW MUCH HOLDINGS EACH WAIVE THE RIGHT TO A TRIAL BY JURY.
14.8 Costs of Arbitration.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, except as otherwise provided in these Terms. Each party will be responsible for its own attorneys' fees and costs in arbitration, except that the prevailing party will be entitled to recover reasonable attorneys' fees and costs as set forth in Section 17 (Attorneys' Fees).
14.9 Opt-Out of Arbitration.
You may opt out of this Section 14 by sending written notice of your decision to opt out to How Much Holdings at the contact address set out at the end of these Terms within thirty (30) days after first becoming subject to these Terms. Your notice must include your name, mailing address, and email address, and a clear statement that you wish to opt out of this Section 14. Opting out will not affect any other provision of these Terms. If you do not opt out within the thirty (30) day period, you will be bound by this Section 14.
14.10 Exceptions to Arbitration.
Notwithstanding anything in this Section 14, either party may: (a) bring an individual action in small claims court; (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights; or (c) file suit in a court of law to address an intellectual property infringement claim.
14.11 Severability of Arbitration Provisions.
If any portion of this Section 14 (other than the class, collective, and representative action waiver) is found to be unenforceable, that portion will be severed and the remainder of this Section 14 will be enforced. If the class, collective, and representative action waiver is found to be unenforceable in any proceeding, the entirety of Section 14 will be null and void with respect to that proceeding, but will remain enforceable as to all other proceedings and disputes.
14.12 Survival.
This Section 14 will survive any termination of these Terms.
15. GOVERNING LAW; EXCLUSIVE FORUM
15.1 Governing Law.
Except as provided in Section 14.2 (which provides that the FAA governs the arbitration agreement for purposes of its interpretation and enforcement), these Terms, the Privacy Policy, and any Dispute will be governed by and construed in accordance with the laws in force in the State of South Australia, Commonwealth of Australia, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Exclusive Forum.
Subject to and without limiting Section 14 (Arbitration), you and How Much Holdings irrevocably agree that any judicial proceeding, action, suit, or other legal proceeding (other than small claims actions) arising out of or relating to these Terms, the Privacy Policy, the Services, or the relationship between you and How Much Holdings will be brought and maintained exclusively in the courts of the State of South Australia, Australia, located in Adelaide, South Australia (including, where appropriate, the Magistrates Court of South Australia, the District Court of South Australia, and the Supreme Court of South Australia), and the Federal Court of Australia (South Australia Registry) and Federal Circuit and Family Court of Australia (South Australia Registry) for matters within their respective jurisdiction, and any appellate courts therefrom.
You and How Much Holdings irrevocably submit to the exclusive personal and subject-matter jurisdiction of such courts, irrevocably consent to service of process by mail or any other manner permitted by law, and irrevocably and unconditionally waive any objection that you may now or in the future have to the laying of venue in those courts, any claim that the proceeding has been brought in an inconvenient or improper forum (including any defense of forum non conveniens), and any claim of lack of personal jurisdiction or improper venue.
15.3 Mandatory and Exclusive.
This forum selection clause is mandatory and exclusive. You agree that you will not commence or maintain any action, suit, or proceeding (other than small claims actions or proceedings expressly permitted under Section 14.10) against How Much Holdings or any of its officers, directors, employees, agents, affiliates, parents, subsidiaries, successors, or assigns in any forum other than the courts specified in Section 15.2. Any action filed in any other forum may, at our election, be transferred to or refiled in the agreed forum or dismissed, and you agree to bear all costs and reasonable legal fees and disbursements incurred by How Much Holdings in connection with any such transfer, refiling, or dismissal, in addition to any other relief to which we may be entitled.
15.4 Fallback Forum — Delaware as the Sole U.S. Court for Jurisdictional Challenges.
In the event that, notwithstanding Sections 15.1 through 15.3, a court of the United States of America (whether federal, state, territorial, or otherwise) asserts, or threatens to assert, jurisdiction over any action, suit, claim, counterclaim, or proceeding arising out of or relating to these Terms, the Privacy Policy, the Services, or your use of the Services (a "U.S. Action"), then both you and How Much Holdings irrevocably agree that the U.S. Action will, at the election of How Much Holdings or by order of the court, be transferred to, removed to, or refiled in (and only in) the state or federal courts located in New Castle County, State of Delaware, United States of America (the "Delaware Courts"), and in no other court or tribunal in the United States. You and How Much Holdings irrevocably submit to the personal and subject-matter jurisdiction of the Delaware Courts for the limited purposes set out in this Section 15.4 and Sections 15.5 and 15.6 below.
15.5 Delaware Courts as Sole Venue for User Challenges to South Australian Forum.
If you wish to challenge the validity, applicability, scope, or enforceability of Section 15.1 or Section 15.2 (the clauses providing for the laws of, and exclusive jurisdiction in, the State of South Australia, Australia), you irrevocably agree that you may bring such challenge only by motion or proceeding filed in the Delaware Courts, and not in any other court, tribunal, arbitral body, or forum (whether in the United States, Australia, or elsewhere). The Delaware Courts will have exclusive authority and jurisdiction to determine whether any such action should proceed in the courts of South Australia, Australia or in the Delaware Courts. You irrevocably waive any right to raise such a challenge in any other forum and any objection to the Delaware Courts' authority to make this determination.
15.6 Effect of the Delaware Courts' Determination on the User.
If the Delaware Courts determine that the United States is an acceptable jurisdiction for a U.S. Action (and that Sections 15.1 and 15.2 are not enforceable as applied to that action), then that action will proceed exclusively in the Delaware Courts and in no other court or tribunal in the United States. You irrevocably consent to the personal and subject-matter jurisdiction of, and venue in, the Delaware Courts for any such action and irrevocably waive (a) any objection to such venue or jurisdiction, including on the grounds of forum non conveniens, lack of personal jurisdiction, or improper venue; and (b) any right to bring or maintain such action in any other state, federal, foreign, or other court or tribunal. The provisions of Section 14 (Mandatory Binding Arbitration; Class Action and Collective Action Waiver; Jury Trial Waiver), Section 16 (Shortened Limitations Period), and Section 17 (Attorneys' Fees and Cost Recovery) continue to apply in full to any action proceeding in the Delaware Courts.
15.7 Company's Reserved Rights to Contest U.S. Jurisdiction in Either Forum.
Notwithstanding anything in Sections 15.4 through 15.6, How Much Holdings expressly reserves, and does not waive, the right at any time and in its sole discretion to: (a) contest, dispute, or seek dismissal, stay, or transfer of any U.S. Action on any ground, including lack of personal jurisdiction, lack of subject-matter jurisdiction, improper venue, forum non conveniens, the enforceability of Sections 15.1 and 15.2, or otherwise; and (b) raise, assert, prosecute, or litigate any such challenge, defence, or proceeding in either or both of the Delaware Courts and the courts of the State of South Australia (or any other court of competent jurisdiction in Australia), concurrently or sequentially, as How Much Holdings sees fit. Your agreements in Sections 15.4 through 15.6 are unilateral undertakings by you and create no corresponding restriction on How Much Holdings. Without limitation, How Much Holdings may seek and obtain orders from the courts of South Australia (including anti-suit injunctions, declaratory relief, and orders restraining you from prosecuting or compelling you to discontinue any U.S. Action) irrespective of any pending or contemplated proceeding in the Delaware Courts, and you irrevocably consent to the courts of South Australia making such orders and agree not to oppose them on jurisdictional or comity grounds.
15.8 Severability of Step-Down Provisions.
Sections 15.4, 15.5, 15.6, and 15.7 are severable from Sections 15.1, 15.2, and 15.3, and from each other. If any of Sections 15.4 through 15.7 is held invalid or unenforceable in any forum, the remaining provisions of Section 15 will continue in full force and effect. The invalidity or unenforceability of the South Australian forum or governing law clauses in any forum will not, by itself, render Sections 15.4 through 15.7 invalid or unenforceable, and the invalidity or unenforceability of any of Sections 15.4 through 15.7 will not render Sections 15.1, 15.2, or 15.3 invalid or unenforceable. The provisions of Section 14 (Mandatory Binding Arbitration; Class Action and Collective Action Waiver; Jury Trial Waiver) apply to all actions referenced in this Section 15, regardless of the forum in which they are brought.
16. SHORTENED LIMITATIONS PERIOD
YOU AND HOW MUCH HOLDINGS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY POLICY, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR ELSE BE PERMANENTLY BARRED. THIS PROVISION DOES NOT APPLY TO RESIDENTS OF JURISDICTIONS WHERE SUCH LIMITATIONS ARE PROHIBITED BY LAW; IN SUCH JURISDICTIONS, THE APPLICABLE STATUTORY LIMITATIONS PERIOD WILL APPLY.
17. ATTORNEYS' FEES AND COST RECOVERY
In any action, arbitration, or proceeding (including any appeal) arising out of or relating to these Terms, the Privacy Policy, the Services, or your use of the Services, the prevailing party will be entitled to recover from the non-prevailing party its reasonable attorneys' fees, expert witness fees, court costs, arbitration costs and fees, expenses of investigation, and all other costs and expenses incurred in connection with the action, arbitration, or proceeding, in addition to any other relief to which the prevailing party may be entitled.
Without limiting the foregoing, you agree that you will be liable to How Much Holdings for all reasonable attorneys' fees and costs incurred by How Much Holdings: (a) in enforcing any provision of these Terms; (b) in defending against any claim brought by you in violation of Section 14 (Arbitration) or Section 15 (Forum); or (c) in collecting any amounts owed by you to How Much Holdings.
How Much Holdings will be deemed the prevailing party if any of the following occur: (i) you withdraw or dismiss your claim; (ii) the claim is dismissed (with or without prejudice) for any reason; (iii) we obtain a judgment, award, or order in our favor on any claim; (iv) we successfully defeat or limit the relief sought against us; or (v) you accept any settlement, compromise, or offer of judgment.
18. TERMINATION
We may suspend, restrict, or terminate your access to all or any part of the Services at any time, with or without cause and with or without notice, in our sole and absolute discretion. Without limiting the foregoing, we may terminate or suspend your access if we believe, in our sole judgment, that you have violated these Terms, engaged in fraudulent, abusive, or unlawful activity, or otherwise acted in a manner that is detrimental to How Much Holdings, our users, or our Service Professionals. Upon termination, your right to use the Services will immediately cease.
All provisions of these Terms that by their nature should survive termination will survive, including without limitation ownership and intellectual property provisions, license grants, warranty disclaimers, indemnities, limitations of liability, the arbitration agreement, the class action waiver, the jury trial waiver, the forum selection clause, the shortened limitations period, the attorneys' fees provision, and miscellaneous provisions.
19. ELECTRONIC COMMUNICATIONS AND E-SIGN CONSENT
By using the Services, you consent to receive communications from us and our Service Professionals electronically, including by email, SMS/MMS text message, push notification, or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to the use of electronic signatures and electronic records under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., the Electronic Transactions Act 1999 (Cth), the Electronic Communications Act 2000 (SA), and any other applicable electronic communications or transactions legislation.
20. PRINCIPAL ENTITY; INTERNATIONAL DATA TRANSFERS
How Much Holdings Pty Limited is incorporated and operates from Australia. By using the Services, you acknowledge and agree that your information may be processed, transferred to, and stored in Australia, the United States, and other countries where we, our affiliates, our service providers, our Service Professionals, or our marketing partners maintain operations, and that such jurisdictions may have data protection laws that are different from (and potentially less protective than) those in your jurisdiction. You consent to such transfer, processing, and storage.
21. ASSIGNMENT
You may not assign, transfer, or sublicense any of your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent. Any purported assignment in violation of this Section is null and void. We may freely assign, transfer, or delegate any of our rights or obligations under these Terms, in whole or in part, without restriction or notice to you. These Terms will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
22. FORCE MAJEURE
We will not be liable for any failure or delay in performance under these Terms resulting from causes beyond our reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, civil unrest, government action, labor disputes, internet or telecommunications failures, denial of service attacks, ransomware, pandemics, fires, floods, or any other event of force majeure.
23. NO THIRD-PARTY BENEFICIARIES
Except as expressly provided in these Terms (including with respect to Service Professionals named as Indemnified Parties or beneficiaries of Section 6), nothing in these Terms is intended to confer any rights or remedies on any person other than you and How Much Holdings.
24. SEVERABILITY
If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law and the remaining provisions of these Terms will remain in full force and effect. The invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
25. NO WAIVER
No failure or delay by us to exercise any right, power, or remedy under these Terms will operate as a waiver of that right, power, or remedy. Any waiver must be in writing and signed by an authorized representative of How Much Holdings.