Terms of Service

Please read section 17. Section 17 says that most disputes between you and Baseline are decided by an arbitrator, one person at a time, instead of by a judge or jury or in a class action. You can opt out of arbitration within 30 days.

These terms are an agreement between you and Baseline Systems, Inc. ("Baseline," "we," or "us"), a Delaware corporation. The terms cover your use of our website at baseline-systems.com, our app at app.baseline-systems.com, and the texts and emails we send (together, the "service"). If you don't agree to these terms, don't use the service.

Summary

The summary is not part of these terms. The summary only helps you find your way.

• Baseline helps people handle repair requests in home sales and maintenance cases in rentals. The people in each case make every decision.
• Baseline is not a real estate agent, inspector, contractor, appraiser, or lawyer, and doesn't physically inspect any property.
• Findings, diagnoses, and price bands are estimates for you to check. A price band is not a bid.
• Nothing you do in the service signs or changes your purchase contract or moves its deadlines.
• You keep ownership of what you upload. You let Baseline use it to run your case and to improve the service, as the Privacy Policy explains.
• Buyers, buyer's agents, listing agents, tenants, and vendors pay Baseline nothing. A paid service is priced in a separate agreement before anyone is charged.
• If Baseline causes you a loss, the most Baseline owes you is $250, or the fees you paid Baseline in the 12 months before if that is more, with the exceptions in section 15.
• Disputes go to individual arbitration unless you opt out (section 17).

1. Who these terms cover and how you accept them

You accept these terms by clicking a button or checking a box next to a notice that says doing so means you agree to them.

You must be at least 18 years old to use the service.

If you use the service for a company, such as a brokerage or a property management company, these terms also bind that company if you have authority to accept them for it.

If you have a separate written agreement with Baseline, such as a services agreement or a letter of understanding, that agreement controls where it conflicts with these terms. If you accept a Repair Request User Agreement for a case, it controls where it conflicts with these terms for that case, and these terms apply to everything it does not address. Section 17 governs any dispute about that case unless the Repair Request User Agreement expressly replaces it.

2. What Baseline does and does not do

Baseline is software. In a repair request, the service helps the buyer's side and the seller's side sort the inspection findings, choose what to request, answer each request, and record where they land. In a maintenance case, the service helps a landlord or property manager learn from the tenant what's wrong, estimate the fix, and coordinate the work.

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 any property, does not perform home inspections, does not appraise property or give opinions of its value, and does not bid on or perform repair work. Baseline does not give legal advice, and the service is not a substitute for the advice of an attorney. Baseline represents no one, negotiates for no one, and does not advise anyone on what to request, offer, or accept in a repair request.

In a maintenance case, Baseline may tell the landlord or property manager whether the tenant's use of the home may have caused the problem. Baseline's answer is an estimate, not a finding of fault or legal advice, and the landlord or property manager decides whether to charge anyone.

The people in each case decide every question about repairs, credits, prices, charges, and whether a sale goes forward. Tradespeople and other vendors are independent businesses. Baseline doesn't employ them, direct their work, or guarantee it.

3. Estimates and AI

Baseline uses automated systems, including AI, to read reports, photos, and messages and to produce findings, diagnoses, suggested repairs, and price bands. Our diagnostic chat is run by AI, not by a person. Baseline can miss or misread things, and an inspection report controls over Baseline's summary of it.

A price band is Baseline's estimate of what the described work usually costs. A price band is not a bid, a quote, an appraisal, or a guarantee. Conditions inside walls and behind equipment often differ from what anyone can see, and the price changes when the condition does.

Use what Baseline produces as a starting point, not as professional advice or verified fact. Get a contractor's bid before you rely on a price band. Take anything involving gas, carbon monoxide, electrical work, or structure to a licensed professional.

In an emergency, such as a gas smell, a fire, flooding, or no heat in freezing weather, call 911 or your emergency maintenance line. Baseline does not dispatch help.

4. Your purchase contract and its deadlines

Baseline is not a party to any purchase contract and does not prepare or sign official forms. Nothing you do in the service sends, delivers, accepts, or signs anything under your purchase contract, and Baseline never gives notice under it for you. When the two sides agree on an outcome in the service, Baseline records it, but only your signed forms change your contract. If you attach anything from the service to your forms, read it first, because the people who sign are responsible for what the forms say.

Baseline may send reminders about dates. We don't promise to send them or that they're correct, so don't rely on them. You and your agent are responsible for every deadline in your contract, and Baseline is not responsible for one you miss.

5. Accounts and access links

Staff accounts are by invitation. Keep your password private, and tell us right away if you think someone else has used your account.

Many people use the service through a link we send them, without a password, and each person gets their own link. Anyone who has your link can see what you can see, and the link keeps working until we turn it off. Don't share your link, and ask us to turn it off if you shared it by mistake.

If you share your link or password on purpose, you are responsible for what the person you shared it with does. You are not responsible for use of a link you did not share on purpose.

6. What you upload

You keep ownership of the reports, photos, documents, messages, and anything else you upload or send through the service ("your content").

You let Baseline store, copy, process, and show your content. Baseline uses your content to run your case, to show it to the people the Privacy Policy allows, to keep the records the Privacy Policy lists, and to test and improve the service as the Privacy Policy describes. This permission lasts as long as we keep your content under the Privacy Policy. The permission continues for statistics, and for examples prepared as the Privacy Policy describes, that we have already made from your content. The version of the Privacy Policy in effect when you upload content sets the purposes and length of this permission for that content, and a later change to the Privacy Policy doesn't widen it unless you agree.

You confirm that you have the right to share your content with the people in your case, and that you haven't changed it in a way that would mislead someone about what it shows. Some inspectors limit who can see their reports, so check your inspection agreement if you're unsure. Baseline doesn't check whether content is true or where it came from. You are responsible for your content, and Baseline is responsible for its own copying of your content to test and improve the service.

7. Texts and emails

When you give us your phone number, you agree that Baseline may text you about the cases you take part in. Our texts include invitations, links to answer questions or upload photos, scheduling, reminders, and updates. We don't send marketing texts.

• Message frequency varies with each case.
• Message and data rates may apply.
• Reply STOP to stop our texts. You can also reply QUIT, END, CANCEL, UNSUBSCRIBE, REVOKE, or OPT OUT, or tell us any other way. We'll send one text to confirm. Replying STOP stops our texts right away, and we honor any other request within 10 business days. Reply START to receive texts again.
• Reply HELP for help, or email hello@baseline-systems.com.
• Carriers are not liable for delayed or undelivered messages.
• The Privacy Policy explains how we handle your number. We don't sell or share your phone number or your consent to receive texts with anyone for their marketing or promotional purposes.

If you give us someone else's phone number, for example to invite a tradesperson or to report a tenant's request, you confirm that the person agreed to receive texts from Baseline about the case.

We also email you about your cases, and those emails contain no advertising. If we send you marketing email, each one will say it is an advertisement unless you asked for it, include our mailing address and a way to unsubscribe, and we'll stop within 10 business days after you unsubscribe.

8. Fees

You pay nothing under these terms. Buyers, buyer's agents, listing agents, tenants, and vendors are never charged for using the service. When Baseline charges for a service, the price and who pays it are set in a separate agreement accepted before any charge.

9. Using the service properly

You agree to use the service lawfully, only for cases you are part of, and only through your own account or link. You will not:

• pretend to be someone else, or upload content you know is false or misleading;
• upload content you don't have the right to share, or upload Social Security numbers, bank account numbers, or wire instructions;
• give us someone's phone number without their agreement to receive texts from Baseline;
• harass anyone, or use the service to discriminate against anyone;
• copy the software, reverse engineer it except where the law allows, or pull content out of the service by automated means;
• interfere with the service, test its security without our written permission, or get around its limits on who can see what;
• resell the service, or use it to build a competing product, without our written permission.

We may suspend or end your access if you break this section or if we need to protect people or the service. We are not responsible for the effect on your sale or case when we do.

10. Baseline's software and documents

Baseline owns the service, including its software, designs, and document formats, and the Baseline name and logo. Your content stays yours. We give you a limited, personal right to use the service for your cases under these terms, and we can end that right under section 9 or section 13. You may use the documents the service produces for your case, share them with your advisers, and attach them to your official forms.

If you send us ideas or feedback, we may use them without paying you or owing you anything.

11. Copyright complaints

If you believe something in the service infringes your copyright, send a notice to our copyright agent at hello@baseline-systems.com, or by mail to the address in section 20, with all of the following:

• your name, address, phone number, and email address;
• the work you believe is infringed;
• where the material appears in the service;
• a statement that you believe in good faith that the use is not authorized by the owner, its agent, or the law;
• a statement, under penalty of perjury, that your notice is accurate and that you own the copyright or may act for its owner;
• your physical or electronic signature.

If we remove something you uploaded because of a notice, we'll tell you. If you think it was removed by mistake, you can send our copyright agent a counter-notice. The counter-notice must include your signature, a description of what was removed and where it was, and a statement under penalty of perjury that you believe it was removed by mistake. The counter-notice must also include your name, address, and phone number, your consent to the federal court for the district where you live, and your agreement to accept legal papers from the person who complained. Unless the person who complained tells us they have sued, we'll restore the material 10 to 14 business days after we receive your counter-notice.

In appropriate cases, we end the accounts and links of people who repeatedly infringe.

12. Other people and businesses

The service connects you with other people and businesses, such as the other side of a sale, tradespeople, landlords, and tenants. They are not Baseline, and Baseline is not responsible for what they say or do. Links to other websites are for convenience, and we don't control those sites.

13. Stopping and ending

You can stop using the service at any time. We may change, pause, or stop offering all or part of the service. If we stop offering a service you use, we'll try to give you notice first, and you can ask for a copy of your content as the Privacy Policy describes.

Sections 2 through 6, 10, 12, and 14 through 20 keep applying after you stop using the service or these terms end.

14. No warranties

Baseline provides the service 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 the service produces is accurate or complete, that a contractor will charge within a price band, that a repair will fix a condition, that the people in a case will agree, that a sale will close, or that the service will always be available or free of errors.

15. Limits on what Baseline can owe you

Baseline is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or a sale that doesn't close. Baseline's total liability to you for anything arising out of or relating to these terms or the service, including liability for Baseline's own negligence, is limited to $250, or the fees you paid Baseline in the 12 months before the claim arose if that is more. Those fees include fees paid directly or through escrow, under these terms or any separate agreement for the service.

These limits don't 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.

16. Your responsibility for misuse

If someone brings a claim against Baseline because you knowingly uploaded something false or misleading, knowingly uploaded content you had no right to share, or knowingly broke section 9, 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.

17. Arbitration and class action waiver

Please read this section carefully, because it affects your rights.

17.1 What arbitration covers. You and Baseline agree to resolve any dispute between us by binding individual arbitration, except as section 17.3 says. A "dispute" is any claim or disagreement that arises out of or relates to your use of the service, Baseline's provision of the service to you, payment for it, or these terms. This section covers only disputes about the service. The section reaches disputes about things that happened before you accepted these terms. But the section doesn't reach a lawsuit that was already filed before you accepted them.

17.2 Try to resolve it first. Before starting an arbitration, the person with the dispute must send a written notice that describes it and the result they want. Send yours to hello@baseline-systems.com with the subject line "Dispute notice," or by mail to the address in section 20. We'll send ours to the email address we have for you. We both agree to try in good faith to resolve the dispute within 30 days after the notice arrives. The time limit for bringing the claim is paused during those 30 days.

17.3 What is not arbitrated.

• Either of us may bring an individual claim in small claims court if the claim qualifies, and the claim stays there.
• 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. The court case waits until the individual claims in it are arbitrated.
• If section 17.6's class action waiver can't be enforced for a claim, that claim goes to court as section 17.6 says.

17.4 How arbitration works. The American Arbitration Association ("AAA") runs the arbitration. The AAA's Consumer Arbitration Rules apply if you use the service for personal, family, or household purposes, and its Commercial Arbitration Rules apply otherwise, as this section modifies them. The rules are at adr.org. 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 sections 14 and 15 don't reduce a remedy that a statute says a contract can't reduce. The arbitrator's decision is final, and any court with jurisdiction may enter judgment on it.

17.5 Who pays. If you start an arbitration, you pay no more than the filing fee the AAA's consumer rules charge a consumer, even if the Commercial Arbitration Rules apply. Baseline pays the rest of the AAA's fees and the arbitrator's fees, on time, and these limits still apply 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.

17.6 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, may not preside over a class, collective, or representative proceeding, 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 these terms allows a class arbitration.

17.7 Who decides whether a dispute is arbitrated. The arbitrator decides whether this section applies to a dispute and whether it can be enforced. A court decides three questions instead: whether section 17.6 can be enforced, whether a claim falls under the federal exception for sexual assault and sexual harassment, and claims for a public injunction.

17.8 No jury. For disputes this section sends to arbitration, you and Baseline give up the right to a trial before a judge or jury.

17.9 You can opt out. You can reject this section 17 by emailing hello@baseline-systems.com within 30 days after you first accept these terms. Include your name, the email address you use with Baseline, and a statement that you reject arbitration. We'll confirm that we received it. Opting out doesn't change any other part of these terms or your use of the service. If you opt out, section 18 says where a dispute goes.

17.10 Changes to this section. A change to this section 17 is an important change under section 19. If you don't accept it, the version you last accepted keeps applying to you.

17.11 This section lasts. This section keeps applying after you stop using the service and after these terms end.

18. Which law applies and where court cases go

The Federal Arbitration Act governs section 17. Delaware law governs the rest of these terms and any claim relating to the service, except where the law of the state you live in gives you a right that a contract can't take away.

If a dispute goes to court under these terms, you may sue in the courts where you live or where the property is, and Baseline may sue you only in the courts where you live.

19. Changes to these terms

We may change these terms, and we'll post the new version here with a new date. An important change is one that reduces your rights, adds a duty or cost for you, changes section 15 or 17, or changes how we use information you already gave us. We'll tell you about an important change by email or in the app at least 30 days before it takes effect, and it applies to you only after you click to accept it. Other changes take effect 30 days after we post them. No change applies to a dispute that arose before the change took effect.

20. Everything else

• These terms, together with any separate agreement or Repair Request User Agreement that section 1 describes, are the whole agreement between you and Baseline about the service. The Privacy Policy explains how we handle personal information. The Privacy Policy is not part of these terms, except as section 6 says.
• If a court finds part of these terms unenforceable, the court enforces that part as far as the law allows, and the rest stays in force. Section 17.6 has its own rule.
• If we don't enforce a part of these terms right away, we can still enforce it later.
• We may transfer these terms to a company that buys or merges with Baseline. You may not transfer them without our written permission.
• Neither of us is responsible for a delay caused by events outside our reasonable control, such as an outage at a provider, a natural disaster, or government action.
• You agree to receive notices and agreements from us electronically, including by email.
• Only you and Baseline have rights under these terms.
• To contact us, email hello@baseline-systems.com, or write to Baseline Systems, Inc., c/o Harvard Business Services, Inc., 16192 Coastal Hwy, Lewes, DE 19958.