Terms of Service

Last updated: December 12, 2025

THIS AGREEMENT INCLUDES A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION 10 BELOW FOR MORE INFORMATION.

This Residential Services Contract ("Agreement") is marketed, administered, and issued by RenovationUp LLC d/b/a RenovationUp, a Wyoming Limited Liability Company ("RenovationUp", "we", "our", "us"). In this Agreement, the words "you" and "your" refer to the Contract Holder ("Contract Holder") shown on the provided Coverage Summary Page. RenovationUp is not an insurer and this Agreement is for a Residential Services Contract, not an insurance policy. During the coverage period, if you satisfy the specified conditions in connection with Claim (as defined below), you are entitled to coverage ("Coverage") and RenovationUp will provide the appropriate service(s), each a "Covered Service" as set forth herein. RenovationUp is not a contractor and will not repair your home. Depending on the Covered Service, RenovationUp may arrange for a RenovationUp Authorized Service Contractor ("Service Contractor") to provide repair services in accordance with this Agreement although it does not warrant work performed by such a Service Contractor. This Agreement is intended to provide protection against the cost of repairing your home. Various provisions in this Agreement restrict coverage – please read the Agreement carefully to determine your rights, duties, and what is and is not covered and when you are eligible to access coverage.

1. Basis for Coverage

a. To obtain Coverage access and a Covered Service the following conditions must be satisfied by you: (i) all fees due under this Agreement must have been paid to RenovationUp, (ii) the Homeowners Insurance Policy for the property specified on the coverage summary page must be active and in good standing, (iii) you must have experienced a claim ("Claim") under the Homeowners Insurance Policy specified on the Coverage Summary Page for which your insurer has adjudicated an adjustment of at least $5,000 and (iv) you must have used RenovationUp's (provisioned by ClaimSetter Inc.) Claim Preparation Service for that claim. You further agree to cooperate with RenovationUp's efforts to confirm your eligibility including by providing requested documentation. Unless and until you satisfy these conditions, you cannot obtain Coverage and access a Covered Service.

b. During the term of this Agreement, if you experience a Claim and satisfy the requirements of Section 1.a, we agree to provide a Covered Service to you as set forth in Section 3 of this Agreement up to the Claim Amount set forth in section 1(d). This Agreement does not cover any known or unknown pre-existing conditions, nor does it replace your existing Homeowners Insurance Policy. It is understood that we are not a Service Contractor, and we are not ourselves undertaking to repair or replace any such systems or components.

c. This Covered Service can only be provided for single-family homes, new construction homes, condominiums, townhomes, and mobile homes under 5,000 square feet, unless an alternative dwelling type (i.e., above 5,000 square feet or multi-unit home) is applied, and appropriate fees are paid and acknowledged on the Coverage Summary Page.

d. The amount paid in connection with your Claim will not exceed the amount stated on the Coverage Page. For such claims, maximum coverage is the lesser of the Service Agreement Maximum or 20 (twenty) percent of the amount of your adjusted homeowners insurance claim ("Claim Amount").

e. Any and all unpaid subscription fees for the service duration shall be deducted from eligible payout amounts.

f. This Agreement does not apply to and is void with respect to (i) commercial properties; (ii) residential properties used for business purposes, including, but not limited to, dwellings used for rest homes, day care centers, schools and/or professional offices; (iii) common areas of condominiums, multi-family houses and/or cooperatives; (iv) vacant properties; (v) foreclosed/short sold properties; and (vi) properties not owned by you.

g. Coverage applies to the systems and components mentioned as "covered" in accordance with the terms and conditions of this Agreement so long as such systems and components:

  • Become inoperable or require maintenance due to normal wear and tear; and
  • Are in place and in proper working order on the effective date of this Agreement; and
  • Are located either within the confines of the main foundation of the home or are attached to the home (i.e., air conditioner, water pipes, etc.) and within the property lines of the home (i.e., deck, patio, or detached garage).

h. Your Coverage will automatically renew for successive one-year terms each year unless you cancel at least three (3) business days before your renewal date. You can cancel anytime by contacting us at cancel@renovationup.com. The renewal will be charged to the payment method we have on file.

2. Agreement Coverage

a. Your Coverage details, effective date, and expiration date are shown on your Coverage Summary Page.

b. A renewal of a previously issued contract will have no lapse in Coverage, provided required payment has been received by RenovationUp prior to the expiration date of the previous contract. If payment is received after the expiration date of the previous contract, Coverage will begin thirty (30) days after receipt of new payment. RenovationUp may require an inspection of covered systems, appliances, and components during this thirty (30) day waiting period.

3. Covered Services

When you are eligible for Coverage as set forth in Section 1, RenovationUp will arrange and pay for you to have one or more of the following services performed on your home by a Service Contractor up to the Claim Amount:

Systems Coverage:

  • Air Conditioning Systems
  • Water Heater
  • Whole House, Exhaust & Attic Fans
  • Recirculating Hot Water Pump
  • Roof systems
  • Structural items
  • Landscaping, including tree and garden concerns
  • Heating Systems
  • Plumbing Systems and Plumbing Stoppage
  • Water Leaks
  • Instant Hot & Cold Water Dispenser
  • Sprinkler System / Home Irrigation System Line Coverage
  • Electrical Systems
  • Telephone Wiring
  • Ductwork
  • Gas Leaks
  • Whirlpool Motor & Pump Assemblies
  • Sump Pump
  • Alarm Wiring
  • Pest Control
  • Refrigerator Built-In Units With Dual Compressors
  • Decks
  • Patios
  • Flooring
  • Cabinetry
  • Interior plumbing Fixture
  • Interior electrical Work

Utility & Home Service Line Coverage:

  • Outside Water Line Coverage
  • Outside Gas Line coverage
  • Outside Power / Electric Line
  • Grinder Pump System
  • Outside Sewer Line Coverage
  • Home Irrigation System Line Coverage

Any other item confirmed by RenovationUp in writing in RenovationUp's sole discretion.

To access the Service Contractor Service, you must agree in writing with a Service Contractor regarding the scope and cost of the services you are requesting pursuant to this Agreement. Each writing, signed by you and accepted by the Service Contractor and us, shall be an "Approved Work Order." All work to be performed in connection with the Service Contractor Service must be set forth in an Approved Work Order. If the cost of services provided pursuant to an Approved Work Order exceeds the amount RenovationUp has agreed to pay as set forth herein, you agree to pay the difference. The Service Contractor may refuse to commence work on an Accepted Work Order until receipt of such payment.

4. Term

a. Coverage starts thirty (30) days after acceptance of your application by us and our receipt of applicable Agreement fees and continues for three hundred and sixty-five (365) days from that date. We reserve the right to waive the thirty (30)-day grace period. Waiving of the thirty (30)-day waiting period is at our sole discretion. For a Claim to satisfy Coverage under this Agreement, the date of loss must not occur before the start of Coverage.

5. Requesting Service

a. We must be notified as soon as you have a Claim and prior to expiration of the Agreement. You can request service by emailing Claims@renovationup.com. We will accept service messages 24 hours a day 7 days a week online, excluding weekends and holidays. Upon receipt of your claim, we will issue a claim number, which will serve as a tracking number for you. RenovationUp will respond to your notification during our regular business hours, after-hours service is not available.

You agree that RenovationUp will share required data with ClaimSetter Inc. to enable the provisioning of the service.

b. Upon a request for service, we will ask you provide documentation sufficient to establish, to our satisfaction, the prerequisites set forth in Section 1 related to your Claim, including the amount of such claim and the deductible amount owed by you to your insurer.

c. RenovationUp's normal business hours are 9 am to 5 pm EST. RenovationUp is closed on weekends and Federal holidays.

d. If you select the Service Contractor Service, you agree to make the premises available during normal business hours for the Service Contractor to provide the service(s) you requested. You agree to pay the Service Contractor any service charge and additional charges assessed by the Service Contractor resulting from your failure to provide access and/or for missed appointments. RenovationUp requires someone eighteen (18) years or older to provide access to the premises during normal business hours to provide the Service Contractor Service.

e. RenovationUp has the right to select the Service Contractor to perform the Service Contractor Service. RenovationUp will not reimburse you or otherwise pay for services performed without RenovationUp's prior authorization or by a Service Contractor not approved by RenovationUp prior to the commencement of a Service Contractor Service. If you want to select a contractor to be the Service Contractor, please notify RenovationUp and RenovationUp will review whether it can permit that contractor to the Service Contractor. RenovationUp reserves the right to refuse to select any contractor that will not agree to RenovationUp's terms or otherwise does not satisfy RenovationUp's internal review processes.

f. The Service Contractor may elect to provide further warranties to you. You acknowledge and agree that such warranties, if any, are the sole responsibility of the Service Contractor and are not provided by nor are the responsibility of RenovationUp.

6. General Limitations of Liability

a. RenovationUp is not a contractor and does not provide or perform any repairs. RenovationUp does not warrant or guarantee any work performed. RenovationUp is not responsible for any costs, delays, or failures to provide or associated with a service. We are also not responsible for any upgrades or modifications needed to comply with federal, state, and/or local law, code, regulation or ordinance. All such costs are your responsibility.

b. We have the sole right to determine whether a covered system or appliance will be repaired or replaced as specified in an Approved Work Order.

c. You agree that we are not liable for the negligence or other conduct of the Service Contractor, nor are we the insurer or warrantor of Service Contractor's performance. You also agree that we are not liable for any and all consequential, incidental, special, indirect, secondary, or punitive damages. You expressly waive the right to all such damages. Your sole remedy under this Agreement is recovery through the Service Contractor.

d. In the event you threaten to harm or actually harm the safety or well-being of: (i) RenovationUp; (ii) an employee of RenovationUp; (iii) a Service Contractor; or (iv) any property of RenovationUp or the Service Contractor, you will be in breach of this Agreement. In the event you breach this or any other obligation under this Agreement, RenovationUp may refuse to provide service to you and may cancel this Agreement.

e. Obligations of RenovationUp under this Service Contract are guaranteed under a service contract reimbursement insurance policy with NextGen Insurance MGA. The NextGen Insurance MGA policy is administered by Qixent, Inc. ("Qixent"). If RenovationUp fails to pay or provide service on a Claim within sixty (60) days after proof of loss has been filed, you are entitled to make a Claim directly against Qixent. Qixent can be contacted at 233 S Wacker Dr, Suite 4400, Chicago, Illinois 60606.

7. Miscellaneous

a. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given upon the first to occur of (i) deposit with the United States Postal Service or overnight courier service, properly addressed, and postage prepaid; or (ii) transmittal by electronic means, including email, properly addressed.

b. Amendments and Waivers. Neither this Agreement nor any provision hereof may be amended, modified, or waived except in writing signed by both the Contract Holder and RenovationUp. No failure to exercise and no delay in exercising, on the part of RenovationUp, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof.

c. Successors and Assigns. Contract Holder may not assign its rights under this Agreement without the advance written consent of RenovationUp. The provisions of this Agreement shall be binding upon and inure to the benefit of you and us hereto and their respective successors and assigns.

d. Counterparts; Integration. This Agreement and any amendments, waivers, consents, or supplements hereto may be executed in counterparts (and by different Parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes the entire contract between RenovationUp and the Contract Holder with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect to the subject matter hereof.

e. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision hereof or invalidate or render unenforceable such term or provision in any other jurisdiction.

f. Governing Law. This Agreement and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New Hampshire.

g. Cancellation.

i. This Agreement may be cancelled by RenovationUp at any time and for any reason, including for: (1) nonpayment of Agreement fees or other breach of this Agreement by the customer; (2) nonpayment of Trade Service Call Fee; (3) fraud or misrepresentation by the customer and/or customer representative of facts material to RenovationUp's issuance of this Agreement; (4) any complaint, lawsuit, or claim made by the customer; or (5) a change in laws or regulations that has a material effect on the business of RenovationUp or RenovationUp's ability to fulfill its obligations under this Agreement.

ii. You may cancel this Agreement within the first thirty (30) days of the order date for a full refund of the paid contract fees, less any service costs incurred by us.

iii. If no claim has been made under the Agreement, the Agreement is void and RenovationUp shall refund to you the full purchase price of the Agreement. A ten percent (10%) penalty per month shall be added to a refund that is not paid within thirty (30) days of cancellation. If you have opted for and fully paid for the full annual service fee and this Agreement is canceled after thirty (30) days, you shall be entitled to a pro rata refund at the standard contract fee rate for the unexpired term, less a $50 administrative fee for each unused term and any service costs (including, but not limited to, any good will payments or settlement payments made to you) incurred by us. If we have provided services and the amount of the service costs incurred by us is greater than the contract fees paid, then no refund will be due to you. All cancellation requests must be submitted in writing.

iv. If you have opted for and fully paid for the monthly subscription service fee and this Agreement is canceled after thirty (30) days, you shall not be entitled to a refund on fees paid. All cancellation requests must be submitted in writing.

RenovationUp shall send a notice to you within fifteen (15) days of the date of termination.

8. Electronic Communications

You agree to receive information from us via electronic means. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide to you in connection with your Coverage. Your consent gives permission to communicate with you electronically in regard to any activity on, including the products and services accessed through, the Website and is not specific to any inquiry, product, service or transaction.

To access and retain communications electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported web browsing software (the most recent version of Google Chrome, Mozilla Firefox, Microsoft Edge, or Apple Safari) on your computer or mobile device; software that allows you to view and print or save PDF documents, such as Adobe Reader or similar software; hardware capable of running the software described above; and a printer or long-term storage device that allows you to print or save electronic communications for future reference.

You have the right to withdraw consent and may withdraw your consent to receive Communications electronically or update information needed to contact you electronically by Withdrawconsent@renovationup.com. If you withdraw your consent prior to completing your application, you will not be able to complete the application process and therefore will not be issued Coverage. If you withdraw your consent to receive Communications electronically, we reserve the right to charge you additional fees for paper copies of documentation – up to $10.

9. SMS Messaging & Telephone Calls

You consent to receive SMS messages (including text messages), and telephone calls (including prerecorded and artificial voice and autodialed) from us, with service-related information such as alerts, or questions about your use of the Services and/or Mobile App. You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else's. You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. We may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, emails or other means. Message frequency varies. Message and data rates may apply to all SMS messages (including text messages). You may text 'STOP' to unsubscribe from these messages or text 'HELP' for more information.

10. DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION WAIVER

a. **Election to Arbitrate.** You and RenovationUp agree that the sole and exclusive forum and remedy for resolution of a Coverage Claim will be final and binding arbitration pursuant to this Section (the "Arbitration Provision"). As used in this Arbitration Provision, "Coverage Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in the last sentence of Section 8(h) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Coverage Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Coverage Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Coverage Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

b. **Applicability of the Federal Arbitration Act; Arbitrator's Powers.** This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the "FAA"). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

c. **Informal Dispute Resolution.** If a Coverage Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you may submit Coverage Claims by sending an email to dispute@renovationup.com at any time.

d. **Arbitration Procedures.** The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or Judicial Alternatives and Mediation Services ("JAMS"). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.

e. **Arbitration Fees.** If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

f. **Appeals.** Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.

g. **No Class Actions.** NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE COVERAGE CLAIM OR COVERAGE CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Coverage Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 8(g), and any attempt to do so, whether by rule, policy arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this class action waiver be determined exclusively by a court and not by the administrator or any arbitrator.

h. **Survival and Severability of Arbitration Provision.** This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than the class action waiver is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision's limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in the class action waiver are finally adjudicated pursuant to the last sentence of the class action wavier to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Coverage Claims or make awards beyond those authorized in this Arbitration Provision.

11. Waiver of Right to Litigate

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE COVERAGE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH COVERAGE CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER RENOVATIONUP NOR OUR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS WILL BE LIABLE TO CONTRACT HOLDER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM RENOVATIONUP'S PERFORMANCE OF THE OBLIGATIONS OF THIS AGREEMENT, EVEN IF RENOVATIONUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, RENOVATIONUP'S TOTAL AGGREGATE LIABILITY TO CONTRACT HOLDER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO $1000. CERTAIN STATE OR NATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OF THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

13. Indemnification

Unless prohibited by law, Contract Holder agrees to defend, indemnify, and hold RenovationUp harmless, including RenovationUp's subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) Contract Holder's use of RenovationUp's services; (2) Contract Holder's breach of this Agreement; or (3) any breach of Contract Holder's representations and warranties set forth in this Agreement. Notwithstanding the foregoing, we reserve the right, at Contract Holder's expense to assume the exclusive defense and control of any matter for with Contract Holder is required to indemnify RenovationUp, and Contract Holder agrees to cooperate, at your expense, with RenovationUp's defense of such claims. RenovationUp will use reasonable efforts to notify Contract Holder of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.