SaaS Agreement

1. The agreement

This SaaS Agreement (the “Agreement”) is between Walkable (“Walkable”) and the company on whose behalf a Walkable workspace or a Quick Quote account is created (the “Customer”). The individual who creates the workspace or account accepts this Agreement by ticking the acceptance box and submitting the signup form, and represents that they have the authority to bind the Customer. The Agreement takes effect on that date (the “Effective Date”). The workspace records which version of the Agreement was accepted, by whom and when.

The following documents are part of this Agreement and are incorporated by reference: the Data Processing Agreement (the “DPA”), the Terms of Service (the “Terms”) and the Privacy Policy. If they conflict, the DPA prevails on matters concerning the processing of personal data, then this Agreement, then the Terms, then the Privacy Policy.

2. Definitions

• “Service” means the Walkable software-as-a-service offering described in the Terms, including the Customer’s workspace, its homeowner portal, document signing, instant quote pages, Quick Quote, APIs, documentation and support.
• “Quick Quote” has the meaning given in the Terms. A Quick Quote account created at quickquote.getwalkable.com is a workspace for the purposes of this Agreement; where this Agreement describes a workspace, the homeowner portal or Seats, it applies to a Quick Quote account to the extent the account has those features.
• “Plan” means the subscription the Customer selects: for a Walkable workspace, the tier (currently Solo, Crew or Company) with the features, included Seats and prices published at https://getwalkable.com/#pricing and on the Billing page of the workspace; for a Quick Quote account, the Quick Quote plan with the included leads and prices published at https://quickquote.getwalkable.com/#pricing and on the account’s Billing page.
• “Seat” means one sign-in to the Customer’s workspace, whether an administrator or a member, active or invited.
• “Subscription Term” means the monthly or yearly billing period the Customer selects, and each renewal of it.
• “Fees” means the Plan fee, fees for Seats beyond those included in the Plan, fees for leads beyond those included in the Quick Quote plan, and any other charges the Customer agrees to on the Billing page.
• “Authorized Users”, “Homeowners”, “Customer Data” and “Walkable Content” have the meanings given in the Terms.
• “Documentation” means the descriptions of the Service published by Walkable at getwalkable.com and within the Service.

3. The Service

Provision. During the Subscription Term, and during any free trial, Walkable will make the Service available to the Customer and its Authorized Users in accordance with this Agreement and the Documentation, and will provide support by email at support@getwalkable.com on United States business days, aiming to respond within one business day.

Access. Walkable grants the Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the Service for the Customer’s internal business purposes, and to allow its Homeowners to use the portal, signing pages and quote pages that the Customer makes available to them. Each Authorized User must have an individual Seat; sign-ins may not be shared.

Availability. Walkable will use commercially reasonable efforts to make the Service available at all times, except for scheduled maintenance, which Walkable will announce in advance where practical, and for events outside Walkable’s reasonable control. Walkable monitors the Service continuously. Walkable does not offer service credits.

Changes. Walkable may improve, add to, modify or discontinue features of the Service. If a change materially reduces the core functionality of the Customer’s Plan during a paid Subscription Term, the Customer may terminate the affected subscription on written notice within 30 days of the change and receive a refund of prepaid Fees for the remainder of the Subscription Term. Features identified as beta, preview or early access are provided for evaluation only, without warranty, and may be withdrawn at any time.

Customer’s own branding. The Service displays the Customer’s name, logo, colors and fonts to Homeowners. The Customer grants Walkable a license to use those materials for that purpose for the term of this Agreement and warrants that it has the right to grant it. On the Company Plan, Walkable will configure the Customer’s own domain for the workspace on request; the Customer remains responsible for owning and renewing the domain and for its DNS.

4. Free trial

A new workspace receives a free trial of 14 days from the Effective Date, with access to the whole Service and no payment card required. When the trial ends without a subscription, the workspace is paused: administrators can still reach Billing, sign in and out, change their own profile, and export data; other Authorized Users are shown that the workspace is paused; the homeowner portal and every signing, proposal and invoice link already sent keep working so the Customer’s clients are not affected. Walkable keeps the paused workspace’s data for 90 days, after which Walkable may delete it. Subscribing at any time during that period reopens the workspace immediately with all data intact. Walkable may limit trial features or decline trials that appear to abuse the offer. The Service during a trial is provided without any warranty.

Quick Quote trial. A Quick Quote account’s free trial runs for 14 days from the first estimate its quote page serves, ends in any case 30 days after signup, and is limited to 100 estimate runs and 20 leads. No payment card is required. When the trial ends without a subscription, the quote page pauses and tells visitors it is temporarily unavailable; the account, its settings and its leads stay available to the Customer, and subscribing reopens the page immediately. Walkable keeps a paused Quick Quote account’s data for the same 90 days.

5. Fees and payment

Plans and Seats. The Fees for each Plan, the number of Seats it includes and the price of each additional Seat are published at https://getwalkable.com/#pricing and on the Billing page, in United States dollars. Each Seat beyond the Plan’s included Seats is billed at the published additional-Seat price for the part of the Subscription Term it is active. Walkable counts Seats from the workspace’s team roster and adjusts the additional-Seat quantity automatically when the Customer invites, removes or revokes a sign-in. Walkable’s own operators do not count as Seats.

Quick Quote plan. The Quick Quote plan is billed monthly at $99 and includes 50 leads per billing period. Each further lead in a period is billed at $5, in arrears on the next invoice, until the period reaches 80 leads; leads beyond that are not billed, so a period never costs more than $249. A “lead” is a visitor who revealed an estimate on the Customer’s quote page and submitted at least an email address or phone number, including a request for a manual measurement; the same email address or phone number captured again within 30 days is not billed a second time. Estimate runs by visitors are never billed. These figures are published at https://quickquote.getwalkable.com/#pricing and on the account’s Billing page, which control if they differ from this paragraph.

Billing. Fees are billed in advance for each Subscription Term through Stripe, Inc. By subscribing, the Customer authorizes Walkable to charge the payment method on file for the Fees as they come due, including automatic renewal charges. Upgrades take effect immediately and are prorated; downgrades and a change from yearly to monthly billing take effect at the next renewal. Walkable does not store full payment card numbers.

Renewal. Each subscription renews automatically for a further Subscription Term of the same length at the then-current price unless the Customer cancels before the renewal date from the Billing page.

Price changes. Walkable may change the Fees for a Plan or for additional Seats with at least 30 days’ notice by email to the workspace owner. The new Fees apply from the Customer’s next renewal after the notice period.

Taxes. Fees exclude sales, use, value-added and similar taxes. If Walkable is required to collect such taxes, they will be added to the Fees, unless the Customer provides a valid exemption certificate. The Customer is responsible for any taxes on payments it receives from Homeowners.

Late payment. If a charge fails, Stripe will retry it and Walkable will notify the Customer. If the Fees remain unpaid 10 days after the first failure, Walkable may suspend the workspace as described in Section 4 for a paused workspace; if they remain unpaid 30 days after the first failure, Walkable may terminate the subscription. Walkable may charge interest on overdue amounts at 1% per month or the highest rate permitted by law, whichever is lower, and recover reasonable collection costs.

Refunds. Except where this Agreement expressly provides for a refund, Fees are non-refundable and no refund is made for a partially used Subscription Term, unused Seats or unused features.

Discounts and complimentary access. Discount codes apply as shown at checkout and may be withdrawn for future Subscription Terms with notice. Walkable may grant complimentary access at its discretion; complimentary access confers no right to future free use and may be ended with 30 days’ notice.

6. Term, cancellation and termination

Term. This Agreement begins on the Effective Date and continues until the workspace is closed or the Agreement is terminated as set out below. Each subscription continues for its Subscription Term and renews as described in Section 5.

Cancellation by the Customer. The Customer may cancel its subscription at any time from the Billing page. Cancellation takes effect at the end of the current Subscription Term; the workspace remains open until then and is paused afterwards as described in Section 4. The Customer may close its workspace entirely from Settings, which starts the deletion period in Section 7.

Termination for cause. Either party may terminate this Agreement on written notice if the other party materially breaches it and does not cure the breach within 30 days of notice, or immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings. Walkable may also suspend or terminate the Service immediately where the Customer’s use creates a security, legal or operational risk to Walkable, its customers or others, or violates the acceptable use provisions of the Terms, giving notice where practical.

Effect of termination. On termination or expiry, the Customer’s right to use the Service ends, except that administrators may export Customer Data during the 90-day retention period in Section 7. If Walkable terminates for the Customer’s breach, no refund is due. If the Customer terminates for Walkable’s uncured breach, Walkable will refund prepaid Fees for the period after termination. Sections 2, 5 (as to amounts accrued), 7, 8, 9, 10, 11, 12, 13, 14, 16 and 17 survive termination.

7. Customer Data and privacy

Ownership and license. The Customer owns Customer Data. The Customer grants Walkable the license described in the Terms to host, process, transmit and back up Customer Data for the purpose of providing, securing, supporting and improving the Service and complying with law.

Processing. Walkable processes personal data in Customer Data as the Customer’s processor under the DPA, which forms part of this Agreement. Walkable will maintain the security measures described in the DPA, will not sell Customer Data, and will not use it for any purpose other than those permitted by this Agreement and the DPA.

Customer responsibilities. The Customer is responsible for the accuracy and legality of Customer Data, for having the rights and consents needed to submit it to the Service and to send communications through the Service, for the content of every document, proposal, invoice and message it sends, and for its own compliance with laws that apply to its business, including consumer protection, contractor licensing, insurance, electronic signature, telemarketing and anti-spam laws.

Email sent on the Customer’s behalf. The Service sends email to Homeowners and others on the Customer’s instruction, from Walkable’s sending domain or from a domain the Customer has verified. The Customer is the sender of those messages for legal purposes. A recipient who marks a message as unwanted is added to a platform-wide suppression list and will not receive further email from the Service from any customer; Walkable will not remove an address from that list except at the recipient’s request.

Export and deletion. The Customer may export all Customer Data from Settings at any time. After the Agreement ends, Walkable retains Customer Data for 90 days for export and then deletes it as described in the DPA, unless the law requires longer retention.

Aggregated data. Walkable may collect and use data about the operation and use of the Service in aggregated or de-identified form that does not identify the Customer, any Authorized User or any Homeowner, for the purpose of operating, securing and improving the Service.

8. Electronic signatures and payments

Electronic signatures. The Service lets the Customer send documents for electronic signature and records an audit trail for each signature as described in the Terms. Walkable identifies signers by the email address the Customer provides and does not independently verify any signer’s identity. The Customer is responsible for choosing which documents to send, for the content of the documents and of any template it uses, for determining whether an electronic signature is appropriate and enforceable for a given document in a given jurisdiction, and for obtaining any consent that its Homeowners must give. Walkable’s contract templates are provided for convenience and are not legal advice.

Payments from Homeowners. The Customer may connect its own Stripe account to accept payments on invoices. Those payments are made directly to the Customer under the Customer’s agreement with Stripe. Walkable charges no fee on them, is not a party to them, does not hold the funds, and is not responsible for refunds, chargebacks, disputes, taxes or reporting. Stripe’s fees are charged by Stripe to the Customer.

Instant quotes. Instant quote pages derive roof measurements from third-party imagery and apply the Customer’s own pricing. Quotes are starting figures for Homeowners and must be confirmed by the Customer on site. The Customer is responsible for the pricing it configures, for how it uses the contact details it collects, including compliance with telemarketing, texting and email laws such as the TCPA and CAN-SPAM, and for any consumer-protection rules that apply to estimates in its state. Walkable may apply fair-use limits to quote volume to control the cost of third-party measurement services (currently 1,500 estimate runs per account per calendar month, after which the quote page pauses until the next month) and will notify the Customer if a limit is reached. Walkable may pause a quote page that receives automated or abusive traffic.

9. Intellectual property

Walkable and its licensors own all right, title and interest in the Service and Walkable Content, including all improvements and derivative works, and all intellectual property rights in them. Except for the rights expressly granted in this Agreement, no rights are granted to the Customer, and the Customer will not copy, modify, reverse engineer, decompile or create derivative works of the Service, sell, resell, sublicense, rent or lease it, use it to build a competing product, or remove any proprietary notice. If the Customer or its Authorized Users provide feedback about the Service, Walkable may use it without restriction or obligation.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, the non-public features and pricing of the Service, security information and audit reports. It excludes information that is or becomes public through no fault of the recipient, that the recipient already knew without restriction, that is independently developed without use of the discloser’s information, or that is rightfully received from a third party without restriction.

The recipient will use the discloser’s Confidential Information only to perform this Agreement, will protect it with at least the care it uses for its own confidential information and no less than reasonable care, and will disclose it only to its employees, contractors and advisers who need to know it and are bound by obligations at least as protective. A recipient required by law or court order to disclose Confidential Information will, where legally permitted, give the discloser prompt notice and reasonable assistance in seeking protection. These obligations continue for three years after the Agreement ends, and indefinitely for Customer Data and trade secrets.

11. Warranties and disclaimers

Each party warrants that it has the authority to enter into this Agreement. Walkable warrants that during a paid Subscription Term the Service will perform materially in accordance with the Documentation. If the Service does not, the Customer’s exclusive remedy and Walkable’s entire liability for the breach is for Walkable to use commercially reasonable efforts to correct the non-conformity, and, if Walkable cannot do so within 30 days of written notice, for the Customer to terminate the affected subscription and receive a refund of prepaid Fees for the remainder of the Subscription Term.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICE, WALKABLE CONTENT AND ALL SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WALKABLE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT ANY MEASUREMENT, ESTIMATE, TEMPLATE, CALCULATION OR OTHER OUTPUT WILL BE ACCURATE OR SUITABLE FOR ANY PURPOSE. THE CUSTOMER IS RESPONSIBLE FOR ITS OWN BUSINESS DECISIONS AND FOR VERIFYING THE OUTPUT OF THE SERVICE.

12. Indemnification

By Walkable. Walkable will defend the Customer against any claim brought by a third party alleging that the Service, as provided by Walkable and used in accordance with this Agreement, infringes that third party’s United States patent, copyright or trademark or misappropriates its trade secret, and will pay the damages and costs finally awarded against the Customer or agreed in a settlement approved by Walkable. Walkable has no obligation for claims arising from Customer Data, from the Customer’s own documents or branding, from modifications not made by Walkable, from combination with products or services not provided by Walkable, or from use after Walkable has told the Customer to stop. If the Service is or may become the subject of such a claim, Walkable may procure the right for the Customer to continue using it, modify or replace it so that it is non-infringing, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid Fees for the remainder of the Subscription Term. This Section states Walkable’s entire liability and the Customer’s exclusive remedy for infringement claims.

By the Customer. The Customer will defend Walkable and its owners, employees, contractors and suppliers against any claim brought by a third party arising out of or related to Customer Data; the Customer’s use of the Service in violation of this Agreement or applicable law; any document, estimate, proposal, invoice, contract, warranty or message the Customer creates, sends or relies on through the Service; any communication the Customer initiates through the Service; any roofing or other work performed or promised by the Customer; any dispute between the Customer and a Homeowner, insurer, lender, supplier or employee; or the Customer’s violation of any third party’s rights, and will pay the damages and costs finally awarded or agreed in a settlement.

Procedure. The indemnified party will give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (except that no settlement may impose obligations on the indemnified party or admit fault on its behalf without its consent), and provide reasonable cooperation at the indemnifying party’s expense.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, WALKABLE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE DPA AND THE SERVICE, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY THE CUSTOMER TO WALKABLE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED UNITED STATES DOLLARS. THESE LIMITS DO NOT APPLY TO THE CUSTOMER’S PAYMENT OBLIGATIONS, TO THE CUSTOMER’S INDEMNIFICATION OBLIGATIONS, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW. THE PARTIES AGREE THAT THESE LIMITS REFLECT THE ALLOCATION OF RISK ON WHICH THE FEES ARE BASED.

14. Publicity

Walkable may identify the Customer as a customer by name and logo on getwalkable.com and in sales materials, in a manner that does not suggest endorsement of any specific statement, unless the Customer asks Walkable in writing not to, in which case Walkable will stop within 30 days. Any other public statement about the relationship requires the other party’s written consent.

15. Third-party services

The Service interoperates with services operated by third parties, including Stripe for payments, Google Maps Platform for address lookup and roof measurement, email delivery providers, and any financing, measurement or other provider the Customer chooses to connect. The Customer’s use of a third-party service is governed by that provider’s terms, and Walkable is not responsible for its availability, security or conduct, or for any loss arising from it. Walkable may change the third parties it relies on, subject to the DPA where personal data is involved.

16. Governing law and disputes

This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to its conflict-of-laws rules, and by applicable federal law of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or related to this Agreement will be brought exclusively in the state or federal courts located in Fayette County, Kentucky, and each party consents to the personal jurisdiction of those courts, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL, AGREES THAT ANY CLAIM WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, AND AGREES THAT ANY CLAIM MUST BE FILED WITHIN ONE YEAR AFTER IT ACCRUES OR IT IS PERMANENTLY BARRED. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

17. General

Entire agreement and changes. This Agreement, including the documents it incorporates, is the entire agreement between the parties about the Service and replaces all prior proposals, agreements and understandings. Terms in a Customer purchase order or other document do not apply. Walkable may revise this Agreement and the documents it incorporates; the current versions are published at https://getwalkable.com/legal. Walkable will give at least 30 days’ notice of a material change by email to the workspace owner or by a notice in the Service, except for changes required by law or needed to address a security or legal risk, which may take effect immediately. Continued use of the Service after a change takes effect is acceptance of it; a Customer that does not accept a material change may cancel its subscription before the change takes effect and will receive a refund of prepaid Fees for the period after cancellation.

Notices. Notices to Walkable must be sent by email to support@getwalkable.com with the subject line “Legal notice” and are effective when received. Notices to the Customer may be sent by email to the workspace owner’s address on file or displayed in the Service and are effective when sent or displayed. The Customer must keep its contact details current.

Assignment. The Customer may not assign or transfer this Agreement, or any right under it, without Walkable’s written consent, except to a successor to its whole business that assumes this Agreement in writing. Walkable may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets. Any other attempted assignment is void.

Force majeure. Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, failure of utilities or networks, or failure of a third-party service provider.

Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship. There are no third-party beneficiaries, and Homeowners are not beneficiaries of this Agreement.

Export and sanctions. The Customer will not use or export the Service in violation of United States export control or sanctions laws, and represents that it is not located in, and is not owned or controlled by a person located in, a country subject to a comprehensive United States embargo, and that it is not on any United States government restricted-party list.

Severability and waiver. If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. A waiver is effective only if in writing and does not waive any later breach.

Electronic acceptance. The parties agree that this Agreement may be accepted electronically and that electronic records of acceptance, including the version, time, network address and browser recorded at signup, are admissible evidence of the Agreement.