Baseline Repair Request User Agreement

Baseline Systems, Inc. ("Baseline"), a Delaware corporation, runs an online workspace where the two sides of a home sale work through the repair request that follows the buyer's inspection. This agreement between Baseline and you, the person accepting it, covers your part in one sale's repair request, which this agreement calls the "case". If you are the seller, your Seller Services Agreement with Baseline governs you instead, and you do not accept this agreement. If you do not agree, do not continue.

Summary

The summary is not part of this agreement and only helps you follow the numbered sections, which are the agreement.

• You pay nothing under this agreement, and the seller pays any fee under a separate agreement.
• Baseline does not physically inspect the home, represent either side, or give legal advice.
• Agreeing on the outcome in the workspace is not meant to sign or change your purchase contract, and your deadlines stay the same.
• Upload only what you have the right to share, and use other people's information only as section 8 allows.
• Baseline sends the other side only what your side sends across. What the seller's side tells Baseline about a requested item can reach both sides, and Baseline may show a requested item to contractors to get prices.
• Findings, pre-selected items, price ranges, and diagnoses are starting points to check, not advice. A price range is an estimate, not a bid or a proposed credit.
• If a mistake by Baseline costs you money, even a careless one, Baseline owes you at most $250 or what you paid for the case, whichever is more (section 9). Disputes go to individual arbitration, not to court or a class action, unless you opt out within 30 days (section 10).

1. Who this agreement covers

You accept this agreement by clicking the button that says you agree. In exchange, Baseline gives you access to the case. You pay Baseline nothing under this agreement. You are at least 18 years old. You accept for yourself only, and your acceptance does not bind your firm or, if you are an agent, your client. Each client agrees separately. Baseline starts work on a listing only after the listing agent confirms that every owner named in the listing has signed the Seller Services Agreement. Each buyer accepts this agreement through their own link. An agent may not send anything for a client until that client has signed or accepted. Only you and Baseline have rights under this agreement, except that Baseline's personnel and the companies that help it run the workspace may enforce sections 9 and 10 for claims brought against them, as if they were Baseline. You agree to deal with Baseline electronically and to receive notices by email.

2. What Baseline does not do

Baseline is not a real estate broker or agent, an inspector, a contractor, an engineer, an appraiser, a lender, or a lawyer. Baseline does not visit or physically inspect the property, does not perform a home inspection, does not appraise the property or give an opinion of its value, and does not bid on or perform repair work. Baseline does not give legal advice, and nothing in the workspace is a substitute for the advice of an attorney. Baseline represents neither side, negotiates for no one, owes no one a fiduciary duty, and does not advise anyone on what to request, offer, or accept.

The two sides decide every question about repairs, credits, price, and whether the sale goes forward. A lender, appraiser, or insurer decides what it requires and whether a repair or credit meets that requirement, and Baseline does not decide either question or act for any of them. The seller pays any fee under the Seller Services Agreement, from the sale proceeds at closing, and owes no fee if the sale does not close. The amount is set in that agreement and does not change with the size of the request, the repairs, or the credit.

3. Your purchase contract and its deadlines

Baseline is not a party to your purchase contract and does not prepare or sign your official forms. Do not treat anything done in the workspace as sending, delivering, accepting, or signing anything under your purchase contract, because Baseline never gives notice under it for you. When both sides click to agree on the outcome of the negotiation, Baseline records where they landed. That click is not meant to sign or change your purchase contract, and your purchase contract and the law decide what it does. Baseline does not decide what anything in the workspace means under your purchase contract, including an item one side leaves unanswered. The workspace may show what is still unanswered, but your official forms and your purchase contract decide what it means. If you attach a summary from the workspace to your forms, read it first, because the people who sign are responsible for what the forms say. If Baseline reads dates, names, or other details from the purchase contract or a document under it, Baseline can misread them, and the document controls.

Baseline may send date reminders but does not promise that it will or that they are correct, so do not rely on them. You and your agent are responsible for every deadline in your purchase contract, and Baseline is not responsible for one you miss. You may stop using the workspace at any time and finish on your usual forms.

4. What you upload

You confirm that what you submit is genuine and unaltered and that you have the right to share it with Baseline and with the people in your case. You keep whatever rights you have in what you submit. You let Baseline store, copy, process, and display it to run the case, show it to the people section 5 allows, keep it in the case record, and use it as section 7 describes. You cannot withdraw that permission for anything that has reached the other side or that Baseline keeps under section 7. Baseline may have the companies that help it run the workspace, including AI providers, do these things for Baseline. Baseline does not check that a submission is true or that it comes from the person it names. You are responsible for what you submit.

Documents other people wrote. Many documents in a sale were written by someone else, such as an inspection report, an appraisal, a lender's list of required repairs, or the purchase contract. Their authors may keep rights in them, such as copyright. Before you upload one, make sure that your agreement with its author or provider, such as your inspection agreement or your loan documents, lets you share it as this section describes.

Information about other people. Documents in a sale often name people who are not in the case. Upload only what the case needs. Cover any Social Security, bank account, or loan account number before you upload, and do not upload a credit report or loan application. Baseline may hide, restrict, or remove a submission that contains a number or document this paragraph lists, that someone credibly says you had no right to share, or that the law requires Baseline to remove. Baseline does not have to look for any of these.

Baseline's AI chat. Baseline may ask your side questions in an AI chat. By using the chat, you consent to Baseline and the companies that help it run the workspace recording and processing it. Answer truthfully to the best of your knowledge, and you may skip any question. The chat is not privileged, and Baseline may disclose it when the law requires, after reasonable efforts to tell you first.

5. Who sees what

Your side is you, the buyer or seller you act for, and the people that party brings in, such as their agent, lawyer, or contractor. If one agent acts for both the buyer and the seller, that agent is on both sides. Baseline sends the other side only what your side sends across, unless the law requires otherwise. Inspection items left out of the buyer's request stay on the buyer's side, and the seller's side receives the full report only if the buyer's side sends it.

One exception is anything the seller's side gives Baseline about an item in the buyer's request, such as chat answers, photos, or documents, which can appear in Baseline's price ranges and diagnoses. Those price ranges and diagnoses can go to both sides, and Baseline does not check what goes into them. The seller's side sees them first, and the buyer's side receives them with the seller's response. Baseline does not otherwise show the chat to the other side, but an agent who acts for both sides may see it. Proof that agreed work was done reaches the buyer's side as soon as the seller's side uploads it. Once something reaches the other side, that side may keep it, use it, and share it with its advisers, and Baseline cannot pull it back.

To get prices, Baseline may show a requested item, its photos, and any diagnosis to contractors. Baseline makes reasonable efforts to leave out your name and contact details unless your side chooses that contractor, and Baseline does not share the purchase contract with contractors. Contractors are independent businesses, and Baseline does not vet, employ, or guarantee them.

What you send, answer, or receive in a case may affect a duty to disclose under your state's law or your purchase contract. You decide what to send and what to answer. Baseline does not advise on disclosure, so if you are unsure how something affects what you must disclose, ask your agent or lawyer. Baseline keeps a record of what reached each side and when. Baseline is not responsible for what the other side or a contractor submits, sends, or fails to do.

6. What Baseline produces for your case

Baseline uses automated systems, including artificial intelligence, to read what is submitted and to prepare the following for the two sides of this sale, for this negotiation only.

• Findings. Baseline lists the findings it reads in the inspection report and shows where each one appears. Baseline may do the same with other documents, such as an appraisal. Baseline can miss or misread a finding, and the document controls.
• Pre-selected items. Baseline may start the buyer's request with items already selected, for example items the inspector labels as safety concerns, items buyers commonly ask to repair, or items that match rules the buyer's side sets. Where the report has no label, or labels items in different ways, Baseline may apply its own labels in keeping with the report, without changing what the report says. A pre-selected item is not advice to request it, and an unselected item is not advice to leave it out. The buyer's side decides every item before anything is sent.
• Price ranges. For each item in the buyer's request, Baseline may estimate what the described work usually costs. A price range is not a bid, a quote, an appraisal, a proposed credit, or a guarantee. Conditions inside walls and behind equipment often differ from what anyone can see, and the price changes when the condition does.
• Diagnoses. For an item the seller's side chooses, Baseline may assess its possible causes and the work that may correct it, and may update the item's price range. A diagnosis reads the evidence submitted and is not an inspection of the home.

Use what Baseline produces as a starting point, not as professional advice or as a verified fact. Check a finding against the document it came from before you rely on it. You can test a price range with a contractor's bid. If you are on the seller's side, review each price range and diagnosis before your side sends it, and correct any error in the chat or in your response. Take anything involving gas, carbon monoxide, electrical work, or structure to a licensed professional. Baseline is not an emergency service, so in an emergency call 911 or your utility.

7. The record after the sale

When the sale closes, the buyer's own material and everything that reached both sides, including the agreed credit, become part of the buyer's record of the home. The buyer controls that record and may pass it to later owners. Before anyone other than that buyer sees it, Baseline makes reasonable efforts to remove the seller's name and contact details, the credit, and other deal terms. The chat and material the seller's side never sent stay out of the record. This agreement does not sign anyone up for a paid service.

Under the Privacy Policy's current schedule, Baseline deletes the chat and anything that never reached the other side within 30 days after the case ends. Baseline keeps that material longer only if the person who gave it to Baseline asks, the law requires it, or the next paragraph allows it. If the sale does not close, Baseline keeps what reached both sides for 60 days after the case ends and does not show it to a later buyer. Backups, logs, and copies held by the companies that help Baseline can take longer to clear.

Baseline may use case information, including the chat, to test and improve its findings, price ranges, and diagnoses, and may publish statistics that combine many cases and identify no one. Before Baseline keeps case information for that purpose longer than the Privacy Policy keeps the case, it takes reasonable steps to remove deal terms and anything that identifies a person or the home. Baseline does not sell what you upload. Baseline uses reasonable safeguards to protect what you upload, but no system is perfectly secure. The Privacy Policy at https://baseline-systems.com/privacy-policy/ says how Baseline handles personal information, and your rights under your state's law still apply.

8. Using the workspace

You will use the workspace lawfully, only for a sale you are part of, and only through your own link or login, which you will not share. You will bring other people onto your side only in the ways the workspace allows. You will not impersonate anyone, pull material out with automated tools, copy the software, or interfere with how it runs. Baseline may suspend or end your access if you break this section and is not responsible for the effect on your sale. You will use other people's personal information that you receive through the workspace only for this sale or, if you are the buyer, your record of the home, and as the law allows. You are responsible for material you share outside the workspace. Baseline owns the software and the design of its documents, and you may use your case's documents for purposes related to the home or the sale, share them with your advisers, and attach them to your official forms.

9. Limits on what Baseline can owe you

Except as this agreement expressly says, Baseline provides the workspace as it is and as available, with no warranty of any kind, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Baseline does not promise that anything it produces is accurate or complete, that a contractor will charge within a price range, that a repair will fix a condition, that the two sides will agree, that the sale will close, or that the workspace will always be available.

Baseline is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or a sale that does not close. Baseline's total liability to you for anything arising out of or relating to this agreement, the workspace, or any case, including liability for Baseline's own negligence, is limited to $250 or the amount you paid Baseline for the case the claim is about, whichever is more. These limits do not apply to fraud, willful misconduct, or gross negligence by Baseline, to death or bodily injury caused by Baseline's negligence, or to damages, penalties, or fees that a statute gives you and does not let a contract reduce.

If someone brings a claim against Baseline because you knowingly submitted something false or altered, or something you knew you had no right to share, or because you knowingly misused the workspace or broke section 8, you will pay Baseline's resulting losses and reasonable legal costs. You owe nothing for the part of a claim that Baseline's own fault caused. Baseline will tell you about the claim promptly and will not settle it at your expense without your consent.

10. Disputes and changes

Delaware law governs this agreement and any claim relating to it, the workspace, or a case. But if the law of the state where you live, or where the home is, gives you a right that a contract cannot take away, you keep that right. The Federal Arbitration Act governs the arbitration terms in this section.

Please read the arbitration terms carefully. They affect your rights.

What arbitration covers. You and Baseline agree to resolve any dispute between us by binding individual arbitration, except as the next paragraph says. A dispute is any claim or disagreement that arises out of or relates to your use of the workspace, Baseline's provision of it to you, payment for it, or this agreement. These arbitration terms cover only disputes about the workspace. They reach disputes about things that happened before you accepted this agreement, but not a lawsuit that was already filed before you accepted it. Before starting an arbitration, the person with the dispute must send a written notice that describes it and the result they want, to hello@baseline-systems.com with the subject line "Dispute notice" or to the email address Baseline has for you. We both then try in good faith to resolve it within 30 days, and the time limit for bringing the claim is paused during those 30 days.

What is not arbitrated. Either of us may bring an individual claim in small claims court if it qualifies. If you have a claim of sexual assault or sexual harassment, you may choose to bring it in court, as federal law allows. A claim for a public injunction, meaning a court order that mainly benefits the general public, may be brought in court, and the court case waits until the individual claims in it are arbitrated.

How arbitration works. The American Arbitration Association (AAA) runs the arbitration under its Consumer Arbitration Rules if you use the workspace for personal, family, or household purposes, and under its Commercial Arbitration Rules otherwise, as these terms modify them. If 25 or more similar demands are brought against Baseline by or with the help of the same or coordinated lawyers, the AAA's Mass Arbitration Supplementary Rules also apply. If the AAA can't or won't run the arbitration, we'll agree with you on another arbitration provider, and if we can't agree within 30 days, either of us may ask a court to appoint an arbitrator under the Federal Arbitration Act. A single arbitrator decides the dispute. The hearing takes place in the county where you live, or by video or phone if you prefer. If your claim is for $25,000 or less, you may choose to have it decided on written submissions alone. The arbitrator may award you any individual relief a court could, including statutory damages and fees, and section 9 doesn't reduce a remedy that a statute says a contract can't reduce. The decision is final.

Who pays. If you start an arbitration, you pay no more than the filing fee the AAA's consumer rules charge a consumer, and Baseline pays the rest of the AAA's fees and the arbitrator's fees, on time, even if another provider runs the arbitration. Each of us pays our own lawyers unless the arbitrator awards fees under a law that allows it. Baseline won't seek its lawyers' fees from you unless the arbitrator finds your claim frivolous or brought for an improper purpose.

Individual claims only. You and Baseline may each bring claims only for ourselves, and not as a plaintiff or class member in any class, collective, or representative proceeding. The arbitrator may not combine more than one person's claims and may award relief only to the person who brought the claim. If a court refuses to enforce this paragraph for a claim, only that claim goes to court. Every other claim still goes to arbitration, and the court case waits until the arbitration ends. Nothing in this agreement allows a class arbitration.

Who decides. The arbitrator decides whether these arbitration terms apply to a dispute and whether they can be enforced. A court decides instead whether the individual-claims paragraph can be enforced, whether a claim falls under the federal exception for sexual assault and sexual harassment, and claims for a public injunction.

For disputes these terms send to arbitration, you and Baseline give up the right to a trial before a judge or jury.

You can opt out. You can reject these arbitration terms by emailing hello@baseline-systems.com within 30 days after you first accept this agreement, with your name, the email address you use with Baseline, and a statement that you reject arbitration. Baseline will confirm that it received your email. If you opt out, you may sue in the courts where you live or where the home is, Baseline may sue you only in the courts where you live, and either of us may use small claims court. A change to these arbitration terms applies only to cases accepted after the change, like any other change to this agreement. These arbitration terms keep applying after the case ends.

The version of this agreement you accept for a case governs that case, and Baseline may change the agreement only for future cases. The agreement keeps applying after the case ends, which is when the sale closes or the purchase contract is cancelled. If a court finds part of this agreement unenforceable, the court enforces that part as far as the law allows, and the rest stays in force. Baseline may transfer this agreement to a company that buys or merges with it. The how-it-works page at https://baseline-systems.com/how-it-works/ does not change this agreement, and agents and other users do not speak for Baseline. Baseline's Terms of Service at https://baseline-systems.com/terms/ also cover the app, and for a case this agreement controls where the two conflict. For disputes about a case, the arbitration terms in this section replace section 17 of the Terms of Service. The seller's Seller Services Agreement governs the seller's use of Baseline and the fee, and this agreement governs everyone else in the case.