‍A.  Henry Services Package Fee
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- Client agrees to pay the two-hundred ninety-nine ($299.00) fee for the Henry Services Package listed in Section 1.A above (“Base Fee”)
- The Base Fee is due upon signing of this Agreement and is non-refundable after Home Assessment begins.
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B. Care Coordination Services Fee(s)
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‍- Client agrees to pay the Fee(s) and cost(s) set forth in all Client requested and approved Care Coordination Service Quotes (“Care Coordination Fee(s)”)ient agrees to pay the two-hundred ninety-nine ($299.00) fee for the Henry Services Package listed in Section 1.A above (“Base Fee”)
- Quote validity: Client acknowledges and agrees that: A Quote will be valid through expiration date shown on Quote; and A new Quote will be required after the expiration date on a Quote.
- Payment terms: Client acknowledges and agrees that: Some Care Coordination Services may require pre-payment or deposits before work can begin with such terms, if any, specified in the Quote, Care Coordination Fees (other than pre-payments or deposits) are due as outlined in service-specific Quote, Additional fees for Care Coordination Services: Henry may receive a commission from Third-Party Providers; and/or Henry may add a Care Coordination Fee to the Quote for Care Coordination Services management.

‍C.  Payment Methods

- Henry will accept and Client agrees to use one of the following payment types: Credit card, Debit card, ACH transfer.
- Payment processing: Client acknowledges and agrees that payments will be processed through a Henry-approved third-party provider (currently Stripe)(“Payment Processor”), Client agrees to comply with applicable terms of any Payment Processor, Henry will provide a secure payment link in Client’s Account interface.

This Agreement will commence on the Effective Date listed above and in your Account and will remain in effect for one (1) year starting on the Effective Date (the “Initial Term”), and will automatically renew for an additional year on the yearly anniversary of the Effective Date (the “Subsequent Term”) at the then current Service rate. 
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You may terminate this Agreement at any time through your Account or by contacting us at support@henryhomes.com; however, you agree that (A) you will not be entitled to the refund of any Fee paid prior to termination unless termination occurs before the Assessment date in which case the Fee will be fully refunded; and (B) you may not terminate this Agreement until all outstanding Fees have been paid.  

In addition, we may terminate the Agreement (A) for your breach of this Agreement, immediately upon written notice to you; and (B) for convenience, on thirty (30) days written notice to you. If we terminate this Agreement due to your breach, you will not be entitled to the refund of any Fee paid. If we terminate this Agreement for convenience, we will refund to you a prorated portion of your annual membership Fee applicable for the unused months in the Initial Term or Subsequent Term, whichever is applicable. 

Upon termination, all rights (specifically including but not limited to access to the Henry Virtual Assistant and any and all content shared therein) and obligations of the Parties under this Agreement will cease, except those obligations that are intended to survive termination (such as confidentiality and data rights) will remain in effect as outlined in this Agreement.

A. Confidentiality Obligations: During the term of this Agreement and thereafter, both Parties agree to protect and keep confidential any Confidential Information exchanged during the course of this engagement. The Parties agree not to disclose this information to any third party without prior written consent from the other Party and to use this information solely for purposes directly related to this Agreement.

B. Confidential Information Definition: As used in this Agreement, “Confidential Information” means any proprietary or confidential information about the Client (Including PII as defined in the Henry Privacy Policy, which is incorporated herein by reference) and the Home that is acquired as part of the Assessment or ongoing Services or set forth in the Report, and details about Henry’s Site, including its proprietary Virtual Assistant; provided, however, that Confidential Information shall not include any of the foregoing that is or becomes generally available to the public without breach of any obligation of confidentiality owed by the Parties.

C. Client Data: Notwithstanding the foregoing, as between Henry and Client, the Henry owns all right, title and interest in and to the Report, the Site and the Aggregated Statistics, as defined below. As between Henry and Client, the Client owns all right, title and interest in and to the Client Data; provided however, that the Client hereby grants to the Henry a limited, non-exclusive, royalty-free, worldwide license to use the Client Data and to perform all acts with respect to the Client Data as a part of the Aggregated Statistics. “Client Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by Client to or collected by Henry in connection with the Assessment, Report and ongoing Services, all information input into the Site by the Client, and all data related to Client’s use of the Site.

D. Aggregated Statistics: Notwithstanding anything else in this Agreement or otherwise, and consistent with the Henry Privacy Policy, Henry may monitor Client’s use of the Site and the Client Data and may use such information in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Report and Site (“Aggregated Statistics”). As between Henry and Client, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong solely to Henry. Client acknowledges that Henry will be compiling Aggregated Statistics based on Client Data and agrees that Henry may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Client or its Confidential Information.

E. Intellectual Property: All inventions, works of authorship and developments conceived, created, written, or generated in connection with the Henry’s Services hereunder (“Henry Developments”) and all intellectual property rights therein, shall be the sole and exclusive property of Henry. Client agrees not to claim ownership or other rights over such intellectual property. Client agrees to execute any documents or take any actions as may reasonably be necessary, or as Henry may reasonably request, to perfect Henry’s ownership of the Henry Developments.

Client agrees and confirms the following to the Henry: (A) Client is the owner of the Home; (B) Client will provide the Henry with reasonable access to the Home to carry out the Assessment and/or other Services timely and efficiently; (C) Client will inform the Henry of any known issues, faults, or risks (including the existence of any hazardous materials or pollutants) related to the Home or its systems before the Assessment and will be solely responsible for any and all testing, removal, disposal, and other expense or liability arising from or related to such hazardous material or pollutant after Services have begun; and (D) Client will use the Report and our Site solely for personal informational purposes consistent with the terms of this Agreement.

Client also acknowledges they have read the Henry Terms of Use, Privacy Policy and Acceptable Use Policy, each of which is incorporated herein by reference, and agrees to follow and be bound by the terms of each of those documents.

Henry confirms that it has the right to enter into this Agreement and will perform its Services in a workmanlike manner.  That said, in addition to the Disclaimer of Warranties in the Henry Terms of Use incorporated herein, HENRY PROVIDES ITS SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW,  THE HENRY PARTIES DISCLAIM ANY AND ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO OUR PERFORMANCE OR NONPERFORMANCE OF ANY SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HENRY PARTIES ALSO (i) MAKE NO WARRANTIES REGARDING ANY THIRD-PARTY PROVIDER; AND (ii) DISCLAIM LIABILITY FOR, ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES POSTED, OFFERED AND/OR PROVIDED BY ANY THIRD-PARTY PROVIDER. SUCH THIRD-PARTY PROVIDERS MAY HAVE PRIVACY POLICIES DIFFERENT FROM THAT OF HENRY AND THEIR WEBSITES AND SYSTEMS MAY PROVIDE LESS SECURITY THAN THE HENRY SITE.

The above limitations in this provision will apply to you only to the extent permitted by applicable law.
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To the extent you obtain from the Site or any Henry Service output regarding complex home maintenance issues (such as, but not limited to, those related to electrical, plumbing, radon and/or gas concerns) that is generated by artificial intelligence, we recommend that you obtain advice from a skilled and licensed professional before you undertake maintenance or repair services yourself.

Client will indemnify, defend, and hold harmless Henry, its affiliates and our and their directors, officers, employees, partners, contractors and agents (the “Henry Parties”), from any and all losses, liabilities, damages, claims, costs and expenses (including the costs of reasonable investigation, accountants’ and attorneys’ fees) arising from or related to (i) any breach of, or failure by the Client to uphold any representation or warranty of Client made in this Agreement, (ii) any breach of, or failure by the Client to fulfill its obligations specified in this Agreement, and (iii) any misuse of the Report or any Henry Service contrary to the terms and conditions of this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HENRY PARTIES WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT, EXEMPLARY, LIQUIDATED, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL, OR SPECIAL DAMAGES, LOSSES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY HENRY SERVICE. NOTWITHSTANDING ANYTHING ELSE ARISING UNDER THIS AGREEMENT, THE MAXIMUM LIABILITY OF HENRY FOR ALL MATTERS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE CLIENT TO HENRY IN CONNECTION WITH THIS AGREEMENT.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THIS SITE AND RELATED HENRY SYSTEM SERVICE WILL BE RESOLVED BY BINDING, MANDATORY ARBITRATION RATHER THAN IN COURT AND IN YOUR INDIVIDUAL CAPACITY ONLY. YOU WAIVE YOUR RIGHT TO A JURY TRIAL.

This arbitration and class action jury trial waiver clause (“Arbitration Agreement”) will govern all interactions with this Site, any Henry Services provided to you, and all data exchanges and/or collection and retention of such data in connection with use of this Site or provision of any Service. If any such interactions are subject to a separate service agreement with Henry that includes an arbitration clause, it will supersede this Arbitration Agreement as to any redundant provisions. To the extent permitted by applicable law, by clicking to indicate your agreement to this Agreement and by using or interacting with the Site or engaging us for any Services, you agree to binding arbitration as provided below.

Agreement to Arbitrate. We believe that arbitration is a faster, more convenient and less expensive way to resolve any disputes you may have with us. Therefore, pursuant to the Agreement and to the fullest extent permitted by applicable law, either you or we may elect to resolve any and all disputes exclusively through binding arbitration. YOU WILL NOT HAVE THE RIGHT TO PURSUE A CLAIM IN COURT OR HAVE A JURY DECIDE THE CLAIM AND YOU WILL NOT HAVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION OR SIMILAR PROCEEDING IN COURT OR IN ARBITRATION. If this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction and not in arbitration. A “Dispute” under this Arbitration Agreement is any unresolved claim or controversy between you and us arising out of or related to this Agreement, the Site, or any Service provided by Henry. A Dispute does not include Public Injunctive Relief Requests or any individual actions brought in small claims or your state’s equivalent court. If such individual actions are transferred, removed or appealed to a different court, either party may then request it be arbitrated.

The Process. We will make every reasonable effort to informally resolve any Disputes, between you and us. If those efforts fail, the party electing to commence a proceeding must give the other party written notice of the Dispute. The notice must include: (1) the name, telephone number, mailing address, and email address of the party seeking arbitration; (2) reasonable detail of the Dispute; (3) the remedy sought, and a good faith estimate of the amount at issue (in U.S. dollars); and (4) the original signature of the person raising the Dispute. Notice to Henry must be sent to: Henry Homes, Inc., 4870 Sadler Rd, Suite 300, Glen Allen, VA 23060, attn: Arbitration Election. We will send notice of our intent to pursue a Dispute to the most recent address we have for you in our records. Each party must provide reasonable opportunity over thirty (30) days after notice to resolve the Dispute.

If the Dispute is not resolved within thirty (30) days after notice is sent, the complaining party may initiate arbitration by providing a demand for arbitration to the American Arbitration Association (the “AAA” or “Arbitration Administrator”) at 1633 Broadway, 10th Floor, New York, NY 10019. If either party fails to submit to binding arbitration, including after a demand for arbitration following the other party’s filing of a lawsuit, the party who fails to submit to arbitration will be responsible for all costs and expenses incurred by the party compelling arbitration.

Applicable Law, Venue and Arbitration Procedure. This Arbitration Agreement is governed by the Federal Arbitration Act and each arbitration will be administered in Richmond, Virginia according to the rules in this Arbitration Agreement and the procedures of the Arbitration Administrator. AAA rules can be found at www.adr.org  YOU AND WE KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY AGREE TO GIVE UP THE RIGHT TO A TRIAL BY JURY OF ANY DISPUTE. A single arbitrator will be appointed and interpret this Arbitration Agreement and resolve any Dispute consistent with the laws of the Commonwealth of Virginia or relevant federal law, as applicable, irrespective of any conflict of law principles. All arbitrators must be practicing attorneys experienced and knowledgeable in the substantive law related to the Dispute. The arbitrator will issue a written decision and, upon request of any party, write a brief explanation of the basis of any award.

The following provisions will apply to all arbitrations under this Arbitration Agreement: (1) timely filed offers of judgment under Federal Rule of Civil Procedure 68 or any state equivalent will be honored and require the party that declined to offer to pay the costs and fees of the filing party if the decision obtained is not more favorable than the unaccepted offer; (2) the arbitrator may not award any remedy that exceeds that which a court could award for the Dispute(s); (3) a finding that a Dispute is frivolous or intended to harass will entitle the other party to recover their attorney's fees, costs and expenses; (4) the arbitrator shall not be bound by prior, separate arbitration decisions; and (5) failure to enforce this Arbitration Agreement at any particular time or in connection with any particular Dispute will not waive any rights to require arbitration at a later time or in connection with any other Dispute. Either party may seek to enjoin the arbitration proceeding in court with jurisdiction and the arbitration will be automatically stayed pending the outcome of that proceeding.

The arbitrator’s award will be final and binding, except for any appeal right under the FAA. Any court with jurisdiction may enter judgment upon the arbitrator’s award. Notwithstanding the above, in the event that an award involves a cost or benefit to any party for more than $100,000 or involves injunctive relief, any party may appeal the award to a three-arbitrator panel of the Arbitration Administrator, provided the appeal is filed within thirty (30) days of the original award. The panel may accept or reject any or all of the original award and any decision of the panel must be by majority vote. The appealing party must pay all costs unless the panel decides otherwise.

No Class Relief. THE ARBITRATION CAN RESOLVE ONLY YOUR AND/OR HENRY’S INDIVIDUAL CLAIMS, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO ENTERTAIN OR ARBITRATE ANY CLAIMS ON A CLASS OR REPRESENTATIVE BASIS, OR TO CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.

Arbitration Costs. If you can’t obtain a waiver of the Arbitration Administrator’s filing, administrative, hearing, and/or other fees, upon request, we will cover such fees up to one thousand two hundred dollars ($1200) unless the arbitration administrator decides that its rules or law require that our share of fees and costs be more. Requests for fee reimbursements should be sent to: Henry Homes, Inc., 4870 Sadler Rd, Suite 300, Glen Allen, VA 23060 Attn:Arbitration Election. Each party will bear the expense of its own attorneys, experts, and witnesses, regardless of which party prevails unless the arbitrator decides, based on applicable law, the rules of the AAA, or this Arbitration Agreement, that the prevailing party has a right to recover any of those fees or costs from the other party.

Enforcement of Arbitration Agreement. If any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, then the balance of this Arbitration Agreement shall remain in effect to the fullest extent permitted by law.

Public Injunctive Relief Requests. You and we agree that any Public Injunctive Relief Request shall be adjudicated by a court after all Disputes are resolved in arbitration and that the parties will jointly request the court stay the Public Injunctive Relief Request until final resolution in arbitration. The stay may only be lifted if the arbitrator finds liability for a claim for which public injunctive relief is a remedy. Only a court may determine the validity and enforceability of this provision.

Modification of Arbitration Agreement.  We may modify these arbitration provisions, but such modifications shall only become effective thirty (30) days after we publish such modifications and only on a prospective basis for Disputes occurring after the effective date of such modification.

A. Relationship of the Parties. Henry is engaged by Client as an independent contractor, not as an employee. This Agreement does not establish a joint venture, partnership or formal business entity between the Parties. The rights and obligations of the Parties are strictly as stated in this Agreement. Neither Party has the authority to act on behalf of the other without a separate, explicit written agreement.

B. Entire Agreement and Severability. This Agreement represents the full understanding between the Parties concerning the Client’s Services and supersedes all previous agreements, either oral or in writing. No additional representations have been made by the Parties that are not included in this Agreement. This Agreement may be modified only in a writing signed by the Parties. A waiver for a particular breach will not be deemed a waiver of any future breach. Any provision of this Agreement found to be unenforceable shall in no way invalidate the remaining provisions which will continue in full force and effect.

C. Assignment. This Agreement cannot be assigned by either Party without the other Party’s prior written consent.

D. Force Majeure. Neither Party shall be liable to the other Party for failure to follow the terms of this Agreement due to causes beyond such Party’s control, including acts of God, acts of governmental entities, earthquakes, fires, floods, insurrections, strikes, labor disturbances and shortages, lock-outs, walkouts, wars, military actions, epidemics, pandemics, and viral or bacterial outbreaks.

E. Choice of Law. This Agreement will be governed by the laws of the Commonwealth of Virginia, excluding its conflict of laws principles.

F. Notice. All notices under this Agreement must be in writing. Notices are considered delivered when personally delivered, received by mail (certified and return receipt requested), by a nationally recognized overnight courier, in each case, to the Client at the address set forth on the first page hereof and to the Henry at 2400 Old Brick Road, Unit 108, Glen Allen, VA 23060, or when confirmed received via email at support@henryhomes.com.

G. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be delivered by electronic transmission (i.e. PDF or facsimile), and such electronic transmission will be deemed a valid counterpart to this Agreement.

By signing below, Client acknowledges and agrees that they have read and understand the terms of this Agreement, have had the opportunity to ask questions and received satisfactory answers, and agree to pay the Fee(s) listed above.

https://henryhomes.typeform.com/sign-up