Terms of Service

These Terms of Service (this “Agreement”) govern access to and use of the Steadwell asset maintenance platform (the “Services”) provided by Steadwell, Inc., a South Carolina corporation with a place of business at 1122 Lady St, Suite 1100F, Columbia, SC 29201 (“Steadwell”). By subscribing to the Services through an order that references this Agreement, accepting an invitation to a subscribed account, or otherwise accessing or using the Services, the individual or entity doing so (“Customer”) agrees to be bound by this Agreement.

If an individual accepts this Agreement on behalf of a company or other legal entity, that individual represents and warrants that they have the authority to bind that entity, and “Customer” refers to that entity. If the individual accepting this Agreement does not have that authority, or the applicable entity does not agree with this Agreement, that individual must not accept this Agreement and may not use the Services.

1. The Services

1.1. Service description. Steadwell is the owner and provider of a cloud-based asset maintenance platform for owners of significant properties and collections and the professional firms that care for them (the “Services”). Property and asset records, visit notes, photos, and other data that a firm and the owners it serves submit to the Services are “Customer Content.” Customer is solely responsible for all Customer Content it or its Users submit. Section 10 below covers ownership and use of Customer Content in more detail. The Services may also include templates, help documentation, and other materials Steadwell makes available to assist Customer in using the Services (“Steadwell Content”). Customer does not receive the source code or software underlying the Services.

1.2. Customer’s subscription. Subject to this Agreement, Customer may subscribe to the Services as described in an order, invitation, or similar ordering process that references this Agreement (an “Order”). Each Order states the applicable subscription period (“Subscription Period”). A subscription may, depending on how Customer’s account is configured, extend access to the Services at no additional charge to other individuals or entities associated with the same property or estate, such as an owner’s staff, caretakers, or the outside firms that service the property. Access to and use of the Services is permitted only for individuals authorized by Customer, whether directly or through such a subscription, and only for the recipient’s own legitimate purposes in connection with the property or estate served (“Users”).

1.3. Steadwell’s ownership. Steadwell owns the Services, Steadwell Content, documentation, and anything else Steadwell provides to Customer (collectively, “Steadwell Materials”). Steadwell retains all right, title, and interest in the Steadwell Materials, including all patent, copyright, trademark, trade secret, and other intellectual property rights, and all related technology and any updates, enhancements, or modifications to it. There are no implied licenses under this Agreement, and any rights not expressly granted to Customer are reserved by Steadwell.

1.4. Permissions. The Services allow Customer to configure which Users can see what, including the segregation of one firm’s records from another’s and the distinction between an owner’s view of a visit and a professional’s underlying working notes. Customer is solely responsible for setting and managing these permissions, and Steadwell has no liability for permissions Customer configures. Customer is responsible for any breach of this Agreement by its Users, and references to Customer in this Agreement apply to its Users as necessary.

2. Restrictions

2.1. Customer’s responsibilities. Customer is responsible for all activity under its Users’ accounts, other than activity caused by a third party who accessed the account by exploiting a vulnerability in the Services themselves. Customer will ensure its Users are aware of and bound by the obligations and restrictions in this Agreement and is responsible for a User’s breach of them.

2.2. Use restrictions. Customer will not, and will not permit its Users or any third party to: (a) modify, translate, copy, or create derivative works based on the Services; (b) reverse assemble, reverse compile, reverse engineer, or otherwise attempt to discover the source code or underlying structure of the Services, except to the extent this restriction is prohibited by law; (c) license, sell, rent, lease, transfer, distribute, or otherwise commercially exploit the Services or make them available to any third party other than as permitted under Section 1.2; (d) remove or obscure any copyright, trademark, or other proprietary notice on the Services; (e) use the Services in violation of applicable law; (f) attempt to gain unauthorized access to, interfere with, or disrupt the Services, including by introducing malicious code or through denial-of-service attacks; (g) use the Services to build or support a product or service competitive with the Services; or (h) probe, scan, or test the vulnerability of the Services or Steadwell’s systems or networks. If Customer’s use of the Services is, in Steadwell’s reasonable judgment, causing or likely to cause significant harm to Steadwell or the Services, Steadwell may suspend Customer’s access. Steadwell will use commercially reasonable efforts to provide notice and an opportunity to cure before any such suspension, to limit the suspension to the accounts involved, and to restore access once the issue is resolved.

3. Third-Party Applications

The Services may work together with third-party products or services that Steadwell does not own or control (for example, an accounting product such as QuickBooks) (“Third-Party Applications”), which Customer may choose to connect at its sole option. If connecting a Third-Party Application requires Customer to provide login credentials to Steadwell, Customer represents that it has the right to do so without breaching any terms governing its use of that Third-Party Application. Steadwell does not endorse Third-Party Applications, and this Agreement does not govern Customer’s use of them; a Third-Party Application’s own provider may require Customer to accept separate terms. Steadwell disclaims all warranties relating to Third-Party Applications, and Customer’s use of them is at Customer’s own risk. Steadwell has no liability arising from Customer’s use of, or inability to use, any Third-Party Application. The Services do not currently include a customer-facing API.

4. Payment Obligations

4.1. Fees. Customer will pay for access to the Services as set out in the applicable Order (“Fees”). Fees are stated, and payable, in U.S. dollars unless the Order says otherwise. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, non-refundable. Steadwell may change its Fees or introduce new fees, effective for a subsequent Subscription Period; Customer may decline a new or revised Fee by not renewing.

4.2. Payment. Steadwell, directly or through a third-party payment processor, will charge Customer’s credit card or bank account on file for Fees, including recurring Fees, using the payment information Customer provides. It is Customer’s responsibility to keep that payment information current; failure to do so may result in suspension of access. If Customer pays through a third-party payment processor, that processing is also subject to the processor’s own terms and privacy policy, and Steadwell is not responsible for the processor’s errors or omissions.

4.3. Taxes. Fees do not include any sales, use, value-added, or similar taxes. Customer is responsible for all such taxes associated with its subscription, other than taxes on Steadwell’s income or property. If Steadwell is required to collect a tax for which Customer is responsible, Steadwell will invoice Customer for it unless Customer provides a valid exemption certificate in advance.

4.4. Failure to pay. If Customer fails to pay Fees when due, Steadwell may suspend Customer’s access to the Services pending payment. If Customer believes an invoice is incorrect, Customer must notify Steadwell within sixty (60) days of the invoice date to receive an adjustment.

5. Term and Termination

5.1. Term and renewal. A subscription begins on the start date stated in the applicable Order and continues for the Subscription Period. This Agreement takes effect on the first day of a Customer’s Subscription Period and remains in effect for that period, any renewals, and any time Customer continues to use the Services (the “Term”). Customer may decline to renew by notifying Steadwell in writing before the end of the then-current Subscription Period.

5.2. Termination for cause. Either party may terminate this Agreement on written notice if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days of receiving notice.

5.3. Effect of termination. If Customer terminates for Steadwell’s uncured breach, Steadwell will refund any prepaid, unused Fees for the remainder of the then-current Subscription Period. If Steadwell terminates for Customer’s uncured breach, Customer remains responsible for Fees covering the remainder of that period. On termination, Customer’s and its Users’ right to access the Services ends, including for any User whose access depended on Customer’s subscription under Section 1.2. Steadwell’s handling of Customer Content after termination, including retention as part of a property’s permanent history, is governed by the Privacy Policy referenced in Section 10.3.

5.4. Survival. Sections 1.3 (Steadwell’s Ownership), 3 (Third-Party Applications), 4 (Payment Obligations), this Section 5.4, 6 (Warranties and Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 9 (Confidentiality), 10 (Data), and 11 (General Terms) survive termination or expiration of this Agreement.

6. Warranties and Disclaimers

6.1. Warranties. Customer represents and warrants that all Customer Content it or its Users submit complies with applicable law.

6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, AND STEADWELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STEADWELL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THESE DISCLAIMERS DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7. Limitation of Liability

EXCEPT FOR (A) A PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY), (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, OR (C) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR LOSS OF BUSINESS OR GOODWILL, ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE CARVE-OUTS IN (A) THROUGH (C) ABOVE, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

8. Indemnification

8.1. By Steadwell. Steadwell will defend Customer against a third-party claim alleging that the Services infringe that third party’s intellectual property rights, and will pay any resulting settlement Steadwell agrees to or final judgment, except to the extent the claim arises from Customer’s use of the Services other than as permitted by this Agreement, or from a combination of the Services with something not provided by Steadwell.

8.2. By Customer. Customer will defend Steadwell against a third-party claim arising from Customer Content, or from Customer’s or a User’s use of the Services in breach of this Agreement, and will pay any resulting settlement Customer agrees to or final judgment.

8.3. Procedures. An indemnifying party’s obligations under this Section 8 are conditioned on the indemnified party promptly notifying it of the claim, giving it sole control of the defense and settlement, and providing reasonable cooperation at the indemnifying party’s expense.

8.4. Options. If Customer’s use of the Services becomes, or Steadwell believes is likely to become, the subject of an infringement claim, Steadwell may, at its option and expense: procure the right for Customer to continue using the Services, modify the Services to be non-infringing while preserving substantially equivalent functionality, or, if neither is commercially practicable, terminate this Agreement and refund any prepaid, unused Fees.

8.5. Sole remedy. This Section 8 states Steadwell’s entire liability, and Customer’s sole and exclusive remedy, for infringement of intellectual property rights under this Agreement.

9. Confidentiality

9.1. Definition. Each party (the “Receiving Party”) may receive business, technical, or financial information from the other party (the “Disclosing Party”) that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). Steadwell’s Confidential Information includes non-public information about the features, functionality, and performance of the Services. Customer’s Confidential Information includes Customer Content. This Agreement and any Order are the Confidential Information of both parties. Confidential Information does not include information that: (a) is or becomes public without breach of this Agreement; (b) the Receiving Party already knew without an obligation of confidentiality; (c) the Receiving Party receives from a third party without breach of an obligation of confidentiality; or (d) the Receiving Party independently develops without reference to the Disclosing Party’s Confidential Information.

9.2. Protection and use. The Receiving Party will protect the Disclosing Party’s Confidential Information using at least a reasonable degree of care, will limit access to those who need it to perform this Agreement and who are bound by confidentiality obligations at least as protective as this Agreement, and will not use it for any purpose outside this Agreement. Either party may disclose the terms of this Agreement, under a standard confidentiality obligation, to a prospective investor or acquirer.

9.3. Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party prior notice where legally permitted and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.

9.4. Feedback. If Customer provides suggestions or other feedback about the Services (“Feedback”), Customer grants Steadwell a royalty-free, worldwide, perpetual, irrevocable, transferable, and sublicensable license to use that Feedback for any purpose, without attributing it to Customer.

10. Data

10.1. Ownership. As between the parties, Customer owns all right, title, and interest in Customer Content. Steadwell owns the Services, Steadwell Content, and Usage Data (defined below).

10.2. License to provide the Services. Customer grants Steadwell a non-exclusive, worldwide, royalty-free license to access, host, process, and display Customer Content solely to provide, secure, and support the Services for Customer, including the AI and voice-processing features described in the Privacy Policy. Steadwell may also generate, collect, and use data about how the Services are used (“Usage Data”), including in an aggregated or anonymized form, to operate, support, and improve the Services; Usage Data may be shared with third parties only in a form that does not identify Customer or its Users.

10.3. Privacy Policy. Steadwell’s collection and handling of personal information in connection with the Services is described in the Privacy Policy available at https://steadwell.estate/privacy, including how data is segregated between firms and shared with the owners a firm serves, and how retention works after an individual’s or firm’s access ends. That Privacy Policy is incorporated into this Agreement by reference.

10.4. Data protection. Steadwell maintains administrative, technical, and physical safeguards for Customer Content appropriate to a company of Steadwell’s size, as described further in the Privacy Policy. Customer remains responsible for maintaining appropriate security for its own systems and credentials.

11. General Terms

11.1. Publicity. With Customer’s prior written consent, Steadwell may identify Customer and use Customer’s name and logo on Steadwell’s website and in its marketing materials.

11.2. Force majeure. Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including failures of a third-party hosting or utility provider, strikes, shortages, fires, acts of God, war, or governmental action.

11.3. Changes. Customer acknowledges that the Services are an online subscription product and that Steadwell may make changes to improve them, provided Steadwell will not materially decrease the Services’ core functionality during Customer’s then-current Subscription Period without notice. Steadwell may amend this Agreement by giving Customer at least thirty (30) days’ notice before the change takes effect and posting the updated Agreement at this page.

11.4. Relationship of the parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.

11.5. No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.

11.6. Notices. Steadwell will send notices to Customer by email to the address associated with Customer’s account, or through the Services. Customer must send notices to Steadwell in writing to:

Steadwell, Inc. Attn: Legal 1122 Lady St, Suite 1100F Columbia, SC 29201

or by email to contact@steadwell.estate. Notices are deemed given the business day after being sent by email, or on the same day if given through the Services.

11.7. Amendment and waiver. Other than an amendment under Section 11.3, no modification of this Agreement is effective unless made in writing and signed or accepted by both parties. No failure or delay in exercising a right under this Agreement is a waiver of that right.

11.8. Severability. If a court holds a provision of this Agreement unenforceable, the court will modify and interpret it to accomplish the original provision’s objective to the fullest extent permitted by law, and the remaining provisions will remain in effect.

11.9. Assignment. Neither party may assign this Agreement without the other’s prior written consent, not to be unreasonably withheld, except that Steadwell may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

11.10. Governing law and venue. This Agreement is governed by the laws of the State of South Carolina, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in Richland County, South Carolina, and each party consents to the personal jurisdiction of those courts.

11.11. Entire agreement. This Agreement, together with any Order, is the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or representations, written or oral, on that subject.