These Terms of Use (this “Agreement”) govern all usage of the Renovation Exchange Service, defined below, offered by KMS Technologies, Inc., a Delaware corporation (“KMS,” “we” or “us”). By using the Service or any part of it in any way, you agree to this Agreement effective on the date that you first use or access the Service (the “Effective Date”). Capitalized terms used in this Agreement have the meanings provided herein.
IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY ARE AT LEAST EIGHTEEN YEARS OF AGE OR ANY HIGHER AGE IN THEIR JURISDICTION THAT IS REQUIRED TO FORM A BINDING CONTRACT AND THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THIS AGREEMENT, SUCH INDIVIDUAL MAY NOT USE THE SERVICE.
No Endorsement: the Service provides contact information about Lenders, Brokers, Contractors and Consultants as a convenience to you and other Users. By using the Service, you acknowledge that neither we nor any Lender, Broker, Contractor or Consultant are endorsing, recommending or referring any Lender, Broker, Contractor or Consultant by our provision of the Service or by inviting you to use the Service. A Borrower’s decision to retain or not retain any Broker, Contractor or Consultant who uses the Service will not affect a Borrower’s application to any Lender or affect any terms of any financing that any Lender may extend to that Borrower.
This Agreement is subject to occasional revision. If we make substantial changes, we may notify you by sending an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes within the interface of the Service itself. You are responsible for providing us with your most current e-mail address. If the last e-mail address that you provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective immediately for you if they the revised Agreement is displayed to you before your first use of the Service; and otherwise, 30 calendar days after the earliest of the dates that either emails you notice of the revision or posts notice of the revision on the Service. Your continued use of the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by this Agreement as so amended.
1. ABOUT THE SERVICE
The “Service” is the Renovation Exchange cloud Software-as-a-Service application developed by KMS and hosted on servers owned or controlled by KMS together with the Provider Data. The Service does not require or allow download on your Systems and is accessed by visiting the Renovation Exchange website, www.renovationexchange.com, by desktop, laptop or mobile device.
The Service can be used by the following types of organizations and individuals in the ways described below:
• “Lenders,” meaning banks and other financial services organizations.
• “customers,” meaning Lenders and other Entities that agree to this Agreement, including Contractors, Consultants and Brokers that are companies rather than individuals.
• “Borrowers,” meaning those individuals and Entities that use the Service in connection with their applications for financing from Lenders.
• “Brokers,” meaning individual real estate brokers and agents as well as the Entities with which they are affiliated.
• “Contractors,” meaning professional builders and other contractors (in each case, Entities as well as their employees and contractors).
• “Consultants,” meaning professional consultants who assist borrowers and others with FHA (Federal Housing Administration), Fannie Mae, Freddie Mac, and other renovation loan program application processes.
Those using the Service in all of the ways described above are referred to collectively in this Agreement as “Users.” Your use of the Service in all ways is subject to this Agreement. If you have an Affiliated Company that has a Company SaaS Agreement with us, then your use of the Service is also subject to any provisions of that Company SaaS Agreement that apply to you.
2. ADDITIONAL AGREEMENTS
In addition to entering into this EULA with individual Users, we enter into separate written software-as-a-service agreements (“Company SaaS Agreements”) relating to the Service with Lenders, Brokers, Consultants and Contractors that are Entities. If you are a User who is an employee or independent contractor of one of those Entities or another third party who is working with one of those Entities, this Agreement refers to that Entity as your “Affiliated Company.”
If your Affiliated Company has a Company SaaS Agreement with us, that Company SaaS Agreement may provide either you or your Affiliated Company with rights, benefits or protections that are more favorable than those provided in this Agreement. If that is the case, or if your Affiliated Company’s Company SaaS Agreement conflicts with any provision of this Agreement, then the provision of the Company SaaS Agreement that conflicts with or is more favorable to you or the Affiliated Company will prevail over this EULA. For example, if you are an employee of a Lender whose Company SaaS Agreement provides that we will retain certain data for a period of time after this EULA terminates, then that provision would prevail over the clause in this Agreement that reserves our right to delete that data promptly after this EULA’s termination.
Otherwise, the Company SaaS Agreement will not affect any provision of this Agreement.
3. ADDITIONAL DEFINITIONS
The following terms have the meanings given below in addition to other terms defined herein:
“Entity” means a limited liability company, corporation, partnership or any other business organization, non-profit organization or other legal entity that is not a natural person.
“Intellectual Property” means copyrights, patents, trademarks, trade secrets, and trade dress.
“KMS Marks” means any and all trademarks, service marks, logos or other branding owned or controlled by us relating to KMS, to the Service or to any other products or services offered by us. “KMS Marks” does not include any Intellectual Property of any third party.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Provider Data” means written, audio, video, multimedia, artistic and all other content in and made available to you through the Service.
“Systems” means any and all hardware, software or other systems that you own, lease or control.
“Third-Party Materials” means software, information, products and materials made available by third parties (other than Users and KMS customers) and incorporated into the Service.
“Your Data” means all data, materials, information, files and other content, whether in written, audio, video, multimedia or other format, that you upload or provide to the Service.
4. OUR RESPONSIBILITIES
4.1. Availability. During the Term, we will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, 365 days a year, except for: (a) planned downtime (of which we will give at least 24 hours’ advance electronic notice), (b) downtime resulting from downtime of our hosting provider or of any other Third-Party Materials’ providers; and (c) force majeure events defined in this Agreement.
4.2. Non-Disclosure. We will use commercially reasonable efforts to protect Your Data from disclosure to third parties. This commitment shall not apply, however, to data, information or materials (a) that our Privacy Policy, this Agreement or other written agreements between you and us reserve our right to disclose in other ways (for example, where we share Your Data with other Users as part of the Service’s operation); (b) that is or becomes in the public domain through no fault of KMS; (c) that is or becomes known to us via other means that do not violate your rights; (d) that KMS is required by law to disclose; or (e) that we disclose in order to pursue or enforce our legal rights against you or against third parties.
4.3. Deletion of Your Data. At any time after termination of this Agreement, we may permanently delete and destroy Your Data or any portion of it, except as we otherwise agree with you or your Affiliated Company (if applicable). You accept the risk of such deletion and agree to maintain copies, stored outside of the Service, of any of Your Data that you do not wish to lose permanently after termination of this Agreement.
5. ACCESS AND USE
5.1. Use. Subject to and conditioned on your compliance with this Agreement, including payment of any Fees, we grant you a non-exclusive, non-transferable right (the “Use Right”) to access and use the Service during the Term.
5.2. Scope of Use Right. The Use Right includes the right to view the Service; transfer Your Data to the Service; and export data, materials and information from the Service to your Systems and make copies of the foregoing and permanently store them on your Systems. The Use Right excludes the conduct set forth in the “Restrictions on Use” section below.
5.3. Restrictions on Use. Except as this EULA states, the Use Right excludes the rights to, and you agree not to:
5.3.1. sell, resell, license, sublicense, distribute, rent or lease any part of the Service, or disclose it to any third parties without compensation;
5.3.2. use the Service to store, use or transmit material in violation of third-party privacy or Intellectual Property rights;
5.3.3. use the Service to store or transmit Malicious Code, or disable, impair or conduct penetration tests or scans of any hardware, software or other systems that KMS owns, leases or controls;
5.3.4. interfere with or disrupt the Service’s integrity or performance;
5.3.5. gain unauthorized access to the Service;
5.3.6. modify, copy, or create derivative works based on the Service or any part of it;
5.3.7. use the Service in any way that violates any employment agreement, employee policy or other agreement between you and an Affiliated Company, or any other legal obligation you have to an Affiliated Company;
5.3.8. disassemble, reverse engineer, or decompile any part of the Service, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service or (4) determine whether the Service is within the scope of any patent.
Any use of the Service in breach of this Agreement by you that in our judgment threatens the security, availability or functioning of the Service may result in our immediate termination of this Agreement.
5.4. Service Suspension. We may temporarily suspend your access to any part or all of the Service if: (i) we reasonably determine that (A) there is a threat to the Service; (B) your use of the Service disrupts or poses a security risk to the Service, to us or to any other User; (C) you have used the Service for fraudulent or illegal activities; (D) you become the subject of any bankruptcy, liquidation, dissolution, or similar proceeding; or (E) our provision of the Service to you becomes prohibited by applicable law; (ii) any vendor of KMS has suspended or terminated our access to or use of any Third-Party Materials; (iii) we receive a court order or law enforcement request directing such suspension; or (iv) you fail to make timely payment of any Fees owed to us.
In the case of any suspension pursuant to subclauses (i) through (iii) above, we will use commercially reasonable efforts to provide written notice before the suspension, to provide updates regarding resumption of access to the Service following the suspension, and to resume providing access to the Service promptly after the event giving rise to the suspension is cured. The notice described in this paragraph may be made by methods including email messages to Users’ email addresses and/or posting alert messages on the Service.
5.5. Modification and Discontinuance. We may modify the Service at any time during the Term, with or without prior notice to you. We will not be liable to you or to any third party for any modification or discontinuance described in this section. It may be necessary for us to perform repairs or maintenance or remotely patch or upgrade the Service, which may temporarily degrade the quality of the Service or the Provider Data or result in a partial or complete outage of the Service or the Provider Data.
5.6. Feedback. We may allow you to provide us with comments or suggestions about KMS or the Service (“Feedback”). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to copy and store any Feedback and use it to develop new products, improve or modify the Service or as we may otherwise deem appropriate.
5.7. Our Rights and Licenses. You hereby grant us a limited, worldwide, non-exclusive, non-transferable, royalty-free right and license, irrevocable except as provided herein, to (a) receive Your Data and store Your Data in accordance with this Agreement; (b) make copies of Your Data to the extent necessary for the Service to operate in accordance with this Agreement and with its written documentation; (c) share Your Data or portions of it with individual Users, customers, Lenders, Brokers, Contractors and Consultants to the extent necessary for the Service to operate in accordance with this Agreement and with its written documentation; and (d) otherwise use Your Data to the extent necessary for us to comply with applicable law. The right and license granted in this subsection begins on the Effective Date and lasts until the later of (x) the last day of the Term or (y) the latest date on which this Agreement or any other agreement (between us and either you or your Affiliated Company, if applicable) or other legal obligation requires or allows us to exercise the rights and licenses herein.
5.8. Reservation. You will have no rights in the Service except as this EULA states.
6. LINKS FROM THE SERVICE
If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any third-party website linked to the Service, you do so at your own risk and subject to the terms and conditions of use for such websites.
7. TERM AND TERMINATION
7.1. Term. The term of this Agreement begins on the Effective Date and terminates one month later (the “Initial Term”) unless terminated earlier or extended in the ways described here. This Agreement will automatically renew for successive one-month periods (“Renewal Terms”) after the Initial Term’s end unless you cancel your subscription using the cancelation tools in the Service’s interface before its next upcoming renewal. Any cancellation that complies with this section will irrevocably terminate this Agreement effective on the last day of the then-current Initial Term or Renewal Term. The “Term” means the Initial Term and all Renewal Terms together.
7.2. Termination. We may terminate this Agreement (and your subscription, if applicable) (a) immediately by notice to you if you have failed to cure any material breach of this Agreement within 14 days after receiving notice of same from us or if you become insolvent, are liquidated or dissolved or if any proceedings are commenced by, for or against you under any bankruptcy, insolvency, reorganization of debts or debtors relief law; (b) on 14 days’ notice to you if you have breached any payment obligation under this Agreement; or (c) with 90 days’ notice to you for any reason.
7.3. Effect of Termination. Any termination of this Agreement will also simultaneously and automatically terminate all licenses and access authorizations that it grants. Termination of this Agreement as between you and us will not, by itself, terminate or otherwise affect any Customer SaaS Agreement.
8. FEES AND TAXES
You agree to pay us those Fees, if any, specified in a separate online or other written agreement between you and us. If you have not agreed to any such separate agreement, then your use of the Service as provided in this Agreement is at no cost to you. If you do pay us any Fees, they are not refundable except as we may otherwise agree in writing.
9. REPRESENTATIONS AND WARRANTIES
You represent and warrant to us that:
9.1. you are not an agency, department, or other unit of any federal, state, county, municipal or other governmental entity in the United States of America or in any other country; and
9.2. so long as you use the Service, if you are an individual who as a Consultant, Contractor or Broker is required to maintain any federal, state or other licenses or credentials, those licenses and credentials will be in effect.
10. DISCLAIMERS OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED HEREIN, KMS DISCLAIMS ALL WARRANTIES TO YOU AND TO ANY THIRD PARTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. KMS ALSO DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE, OR THAT CUSTOMER SYSTEMS WILL BE PROTECTED FROM EVERY FORM OF ATTACK. KMS DOES NOT PROVIDE ANY WARRANTIES REGARDING ANY THIRD-PARTY MATERIALS. ANY WARRANTY ON THIRD-PARTY MATERIALS WILL ONLY BE PROVIDED BY THEIR RESPECTIVE PROVIDERS.
THE DISCLAIMERS IN THIS SECTION APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT.
11. LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO EITHER PARTY’S NON-DISCLOSURE OR INDEMNIFICATION OBLIGATIONS HEREUNDER OR DAMAGES ARISING FROM EITHER PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT, AND (B) EACH PARTY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO KMS DURING THE FINAL THREE MONTHS OF THIS AGREEMENT’S TERM (IF APPLICABLE) OR $10,000, WHICHEVER AMOUNT IS GREATER. KMS WILL HAVE NO LIABILITY TO ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES UNDER ANY THEORY OF LIABILITY. THESE LIMITATIONS WILL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE, AND REGARDLESS OF THE PERSON BRINGING THE CLAIM. THIS SECTION 14 (“LIMITATION OF LABILITY”) IS INTENDED TO BE AS INCLUSIVE AS APPLICABLE LAW PERMITS.
12. INDEMNIFICATION
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS (COLLECTIVELY “INDEMNIFY” OR “INDEMNIFICATION”) KMS AND KMS’S OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, INDEPENDENT CONTRACTORS, LICENSORS AND SUPPLIERS (“KMS INDEMNITEES”) FROM AND AGAINST ANY THIRD-PARTY CLAIMS, DEMANDS, ACTIONS AND PROCEEDINGS, AND ANY RESULTING LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES), BROUGHT AGAINST ANY KMS INDEMNITEE, RESULTING FROM A BREACH OF THIS AGREEMENT BY YOU OR OTHERS UNDER YOUR CONTROL OR ACTING ON YOUR BEHALF.
13. GENERAL
13.1. Nature of Relationship. Each party will act as an independent contractor of the other with respect to this Agreement, and employees and independent contractors of one party will not be considered those of the other. This Agreement creates no agency, partnership, joint venture, other joint relationship or fiduciary relationship. Neither party may make any commitments binding on the other, nor may either party make any representation that they are acting for, or on behalf of, the other.
13.2. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement except as this Agreement may expressly provide.
13.3. Assignment. You may not assign or transfer any of your obligations, licenses or rights under this Agreement without our prior written consent. We may assign this Agreement without your prior notice or consent.
13.4. Force Majeure. Neither party will be held liable for failure to perform any obligation of or delay in performance resulting from or contributing to any cause beyond that party’s reasonable control, including without limitation any act of God, act of civil or military authority, act of war or terrorism, act (including delay, failure to act, or priority) of any governmental authority, power outages, civil disturbance, insurrection or riot, sabotage, fire, severe weather conditions, earthquake, flood, strike, work stoppage or other labor difficulty, embargo, delay in transportation or embargoes. The affected party’s obligations will be suspended solely to the extent caused by the force majeure and so long as it lasts, and the time for performance of the affected obligation will be extended by the time of the delay that the force majeure causes.
13.5. Agreement Binding on Successors. This Agreement will bind and inure to the benefit of the parties and their heirs, administrators, successors, and permitted assigns.
13.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
13.7. Waiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
13.8. Entire Agreement. This Agreement is the entire understanding of the parties and supersedes all prior agreements between them concerning its subject matter. Any amendment must be in writing and expressly state that it is amending this Agreement.
13.9. Governing Law. The laws of Delaware, except for conflict-of-law rules, will apply to any dispute between you and us related to the Service or to this Agreement.
13.10. Dispute Resolution. Any dispute, claim or controversy between you and us relating to this Agreement or the breach, termination, enforcement, interpretation or validity of it, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the county and state in the United States where KMS at that time has its principal place of business, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
13.11. Notices. Notices to KMS under this Agreement are deemed accepted only when sent by email to legal@renovationexchange.com. Notices to you are deemed accepted when sent by KMS to any email address that you have provided to us in connection with your registration for the Service.
13.12. Survival. The following sections of this Agreement will survive this Agreement’s termination, in addition to any other section expressly providing for its survival: sections 4.2 (non-disclosure); 4.3 (data deletion); 5.3 (restrictions on use); 5.6 (feedback); 5.7 (our rights and licenses); 10 (disclaimers), 11 (limitation of liability); 12 (indemnification); 13.3 (assignment); 13.5 (successors); 13.8 (entire agreement); 13.9 (governing law); 13.10 (dispute resolution); 13.11 (notices).
For More Information
Please direct any questions about this Policy to legal@renovationexchange.com.
Terms of Use
Formerly titled End User License Agreement (EULA)
Last updated: July 26, 2025