Terms of Use

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.  BY CLICKING “I ACCEPT” DURING THE ONLINE SIGNUP PROCESS, OR BY EXECUTING A SEPARATE WRITTEN AGREEMENT PROVIDED BY PROPERTYWARE, Inc. THAT REFERENCES THESE TERMS, USER AGREES TO THE FOLLOWING TERMS OF USE (THE “TERMS OF USE”) GOVERNING USER’S USE OF PROPERTYWARE ONLINE SERVICE (THE “SERVICE”). As used herein, the terms “Propertyware”, “us,” “we,” or “our” mean Propertyware, Inc. or an affiliate of PROPERTYWARE that holds your accounts or provides you services and any agent, independent contractor, designee, or assignee the we may, at our sole discretion, involved in the provision of the Service. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF USE, IN WHICH CASE THE TERMS “YOU,” “YOUR,” “USER” OR “USER’S” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE. PROPERTYWARE’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE ACCEPTED BY PROPERTYWARE, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

The Services, web pages available at www.propertyware.com, and all linked pages (the “Site”), are owned and operated by Propertyware, Inc., a California corporation, is accessed by you, under the following term and conditions.  We may amend or change these Terms of Use from time to time, in our sole discretion, by providing you written notice by electronic mail or by regular mail or by posting the updated terms on the site within the Service. Please access and review this Terms of Use Agreement regularly. If you find the Terms of Use unacceptable to you at any time, please discontinue your use of the Services. Your use of the Online Service after we have made such changes available will be considered your agreement to the change.

THESE TERMS OF USE WERE LAST UPDATED March 13, 2012.

1. Browser Access and Internet Services.

As part of the Service, Propertyware®, Inc. (hereafter, “Propertyware”), will provide User with use of the Service, including a browser interface and data encryption, transmission, access and storage. A more complete description of the Services are found at http://www.specifications.controls.realpage.com (“Product Specifications”). User’s registration for, subscription to, or use of, the Service shall be deemed to be User’s agreement to abide by these Terms of Use, including but not limited to Propertyware’s privacy and security policies. For reference, a Definitions section is included at the end of these Terms of Use.  By utilizing an encrypted browser interface, you may access the Services. You are responsible for obtaining a browser capable of a sufficiently high level of encryption to meet the systems requirements we establish from time to time. Your use of any browser may also be subject to the license agreements of the browser manufacturer, in addition to the terms and conditions of this Agreement. You are additionally responsible for obtaining Internet services via the Internet service provider of your choice, for any and all fees imposed by such Internet service provider and any associated communications service provider charges. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and you hereby expressly assume such risks (to the extent the law allows you to do so). You acknowledge that you have requested the Service for your convenience, have made your own independent assessment of the adequacy of the Internet as a delivery mechanism for accessing information and initiating instructions and that you are satisfied with that assessment. We are not responsible for any Internet access services.

2. Privacy & Security.

Propertyware’s privacy and security policies may be viewed at http://www.propertyware.com/privacy-policy/.  Propertyware reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. When users initially log in, they will be asked whether they wish to receive marketing and other non-critical Service-related communications from Propertyware from time to time. User may opt out of receiving such communications at that time or at any subsequent time. Because the Service is a hosted, online application, Propertyware occasionally may need to notify all users of the Service (regardless of whether they have opted out as described above) of important announcements regarding the operation of the Service.

3. License Grant & Restrictions.

Propertyware hereby grants User a revocable, non-exclusive, non-transferable, worldwide right to use the Service, solely for User’s own internal business purposes, subject to these Terms of Use (the “License”). All rights not expressly granted to User are reserved by Propertyware and its licensors.

Unless specifically provided hereunder, or provided in the functionality of a Service, User shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) co-brand (i.e., display any name, logo, trademark or other means of attribution or identification of any party in such a manner reasonably likely to give a user the impression that such other party has the right to display, publish or distribute the Service or content accessible through the Service) the Service, the Content or any portion thereof; (iv) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device (whereby the Service or portion thereof will appear on the same screen with a portion of another website); or (v) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User agrees to cooperate with Propertyware in causing any unauthorized co-branding, framing or linking to immediately cease. User licenses may be used by any number of employees, representatives, consultants, contractors or agents within a single User organization, but cannot otherwise be shared or used by more than one User entity.

4. User’s Responsibilities.

User is solely responsible for all activity occurring with regard to User’s account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with User’s use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. User shall: (i) notify Propertyware immediately of any unauthorized disclosure or use of any password or account or any other known or suspected breach of security; (ii) report to Propertyware immediately and use reasonable efforts to stop immediately any copying or distribution or redistribution of Content that is known or suspected by User; and (iii) not use the log in credentials of or impersonate another Propertyware user or provide false identity information to gain access to or use the Service.

In addition, User is solely responsible for the User Content, as well as all visual, written or audible communications sent by User. User agrees that it will not use the Services to send unsolicited mailings outside of User’s company or organization. User further agrees not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, and indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although Propertyware is not responsible for any such communications, Propertyware reserves the right, but shall not be obligation to, delete any such communications of which Propertyware becomes aware, at any time without notice to User.

5. Account Information and User Data.

Basic User information, such as User name, address, phone number, and e-mail address, and financial qualification and billing information, the number of users within the organization that will be using the Services, is subject to our Privacy Statement and Policy, found at http://www.propertyware.com/privacy-policy/.

Users of the Service will be using the Site to host User Data. User Data means all data, in whatever form including photographs and other advertising content, entered into the Service by User or its agents, provided to Propertyware or its affiliates by User or its agents to be loaded into the Service, or data entered into the Service by third parties visiting the Site. User Data may at times be viewed, accessed or utilized by Propertyware in a non-Aggregated Form for the purpose of resolving an issue, improving customer support or the Services (which may include syndication of User Data to Internet Listing Services or other reporting services for advertising or marketing purposes), investigating a suspected violation of the Subscription Agreement, or as may be required by law. Propertyware will not review, share, distribute, print, or reference User Data in a non-Aggregated Form except as provided herein, in the Propertyware Privacy Statement, in the Propertyware Service order documentation, or as may be required by law. “Aggregated Form” means User Data published in combination with data from a minimum of four (4) additional properties. Users are responsible for maintaining the confidentiality and security of their user registration and password. User, not Propertyware, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data, and Propertyware shall not be responsible or liable for the deletion, correction, destruction, damage, inaccuracy, loss of or failure to store any User Data. Propertyware reserves the right to suspend, withhold, permanently remove and/or discard User Data without notice for any breach, including, without limitation, User’s non-payment of Service fees. Upon termination, User’s right to access or use User Data shall immediately cease, and Propertyware shall have no obligation to maintain, preserve or forward any User Data.

PLEASE NOTE: The Service was not designed to store electronic protected health information, as defined by Section 160.103 of the HIPAA Regulations, 45 CFR Parts 160, under the Heath Information Portability and Accountability Act Omnibus Final Rule released on January 17, 2013. Users should not use any feature of the Service to upload or store any electronic protected health information.

6.  Technical, Customer and Sales Support.

Technical, customer and sales support is provided via email, online resources and by phone during posted support hours. User acknowledges and agrees that technical processing of User Data is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. User also acknowledges and agrees that Propertyware may access User’s account and User Data and its contents as necessary to identify or resolve technical problems, respond to complaints about the Service, or to improve the Service generally.

7. Intellectual Property Rights.

The Site and its Contents are intended solely for the use of Propertyware Users and may only be used in accordance with the terms of this Agreement.  Propertyware (and its affiliates and licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Propertyware technology supporting the Services and the Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any other party relating to the Service. This Site is protected by copyright pursuant to US copyright laws, international conventions, and other copyright laws. User may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in the User Subscription Agreement), create derivative works base on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services, in whole or in part; except that User may print out a copy of Content solely for User’s personal use, and in doing so, User will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content.  This Agreement is not a sale and does not convey to User any rights of ownership in or related to the Service, the Content or the Propertyware Intellectual Property Rights owned by Propertyware. The “Propertyware” name, the Propertyware logo, and the product names associated with the Service are trademarks of Propertyware or third parties, and no right or license is granted to use them. Accordingly, User will not reproduce, transmit, publish or distribute such Content to any third party without the express written consent of Propertyware, which may be granted or withheld in Propertyware’s sole and absolute discretion.

8. Client Surveys and Reviews
Propertyware offers Users the opportunity to participate in feedback surveys and questionnaires as part of our client ratings and review service (the “Surveys”).

 

By participating in the Surveys, you represent and warrant that:

  • you are the sole author and owner of the intellectual property rights thereto;
  • all “moral rights” that you may have in such content have been fully and voluntarily waived by you;
  • you have not been paid or otherwise compensated, directly or indirectly, for the statements contained in your Survey submission;
  • all content that you post is accurate;
  • you are at least 18 years old;
  • use of the content you supply does not violate these Terms of Use and will not cause injury to any person or entity.

You further agree and warrant that you shall not submit, upload, post, transmit or distribute any content:

  • that is known by you to be false, inaccurate or misleading;
  • that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  • that violates any law, statute, ordinance or regulation (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination or false advertising);
  • that is, or may reasonably be considered to be, abusive, obscene, profane, indecent, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
  • for which you were compensated or granted any consideration by any third party;
  • that includes any information that references other websites, addresses, email addresses, passwords, contact information or phone numbers;
  • that contains any computer viruses, spyware, worms or other potentially damaging computer programs or files;
  • that constitutes a solicitation for employment, as either an applicant or employer; or
  • that mentions identifiable information about a Propertyware employee or representative.

For any reviews, comments, or content that you submit via the Surveys, you grant Propertyware a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, and/or distribute such content, and/or incorporate such content into any form, medium or technology throughout the world without compensation to you. You further agree that Propertyware shall have the unrestricted right to use any ideas or information contained in any content that you submit, or materials or ideas similar to them, in any medium, now and in the future, without notice, compensation or other obligation to you or any other person. You further release and waive all claims against Propertyware with respect to any intellectual property or other proprietary rights, rights of publicity and privacy, rights of attribution, or any other liability under the governing law of the United States.

Any comments or content that you submit via the Surveys, including your identifying information, may or may not be published or used by Propertyware. Propertyware reserves the right to edit, condense, delete, or otherwise modify any submitted content that is ultimately posted on Propertyware’s website if Propertyware deems, in its sole discretion, that such content violates these Survey guidelines or any other provision of these Terms of Use. None of the content that you submit shall be subject to any obligation of confidence on the part of Propertyware, its agents, subsidiaries, affiliates, partners or third party service providers and their respective directors, officers and employees.

9.  Third Party Interactions.

During use of the Service, User may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors offering their goods and/or services through the Service. Any such activity, and any terms, condition, warranties or representations associated with such activity is solely between User and the applicable third-party. Propertyware and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between User and any such third-party. Propertyware does not endorse any sites on the Internet that are linked through the Service or Site. Propertyware provides these links to User only as a matter of convenience, and in no event shall Propertyware or its licensors be responsible for any content, products, or other materials on or available from such sites. User recognizes, however, that certain third-party providers of ancillary software, hardware or services may require User’s agreement to additional or different license or other terms prior to User’s use of or access to such software, hardware or services.

10. Charges and Billing.

Propertyware charges and collects non-refundable fees in advance for use of the Service. Propertyware will automatically renew User’s subscription and charge User’s credit card every month or year, depending on User’s authorization and subscription type. Propertyware grants no refunds or credits for partial months or years of Service. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies or duties.   Propertyware charges for the Service excludes taxes, taxes, phone and Internet access charges and other data transmissions. Your invoice may include taxes, levies or duties that Propertyware is required to collect by applicable taxing jurisdictions. User must provide Propertyware with a valid credit card as a condition to subscribing to the Service. Propertyware reserves the right to modify its fees and to introduce new charges at any time, upon at least 15 days prior notice to User, which notice may be provided by email or posted on the Propertyware Site or application.

User may upgrade or downgrade the Service at any time during the term by written notice to Propertyware (downgrades are only available with monthly subscription accounts, from one paying level to another – User may not downgrade from a paying account to a free account), applicable to the billing cycle next following Propertyware’s receipt of such written notice. For any upgrade or downgrade in package level, the credit card that you provided as part of your Registration Data will automatically be charged the new rate on your next billing cycle. Propertyware will not extend any credit or refund for partial months of service in the case of downgrades to a monthly subscription. The expiration/renewal date of Service, whether monthly or annual, will not change. Fees may not be credited towards other Services.

User shall maintain with Propertyware a valid credit card on the Subscription Settings page of the User account at all times. Regardless of User’s payment method, User’s subscription to the Service authorizes Propertyware to charge User’s credit card. This authorization shall remain valid until 30 days after termination or cancellation of User’s account, whereupon Propertyware may charge User’s credit card for any outstanding charges as may be applicable.

User agrees to provide and maintain to Propertyware complete and accurate billing and contact information. This information includes User’s legal name or company name, credit card and billing address, email address, name and telephone number of an authorized billing contact. User agrees to update this information immediately upon change to it or in the event of a lost or stolen credit card. If the contact or billing information User has provided is false or fraudulent, Propertyware reserves the right to terminate User’s access to the Service in addition to any other legal remedies.

11. Excess Data Storage Fees.

The Service includes a maximum disk storage space of 1 GB per account, and disk storage space in addition to this amount shall submit User to additional fees, at Propertyware’s then current rate for storage fees. Propertyware shall not be responsible for notifying User when its disk storage is approaching or has reached the permitted disk storage; Propertyware’s failure to so notify User shall not affect User’s responsibility for such additional storage charges. Propertyware reserves the right to establish or modify its general practices and limits relating to storage of User Data.

12.  Renewal.

Propertyware charges and collects in advance fees for use of the Service. Propertyware will renew automatically User’s subscription and charge User’s credit card every month or year at the commencement of each consecutive renewal term, which shall be monthly or annual depending on User’s subscription type, unless you elect to cancel the Service or Propertyware terminates your subscription, as provided below. The renewal charge will be based upon the then-current Fee at the time of renewal.

13. Non-Payment and Suspension.

In addition to any other rights granted to Propertyware herein, Propertyware reserves the right to suspend or terminate this Agreement and User’s access to the Service if User’s account becomes delinquent or User fails to maintain with Propertyware a valid credit as provided herein. Propertyware may impose interest at a rate equal to the lesser of 1.5% per month, or the maximum amount permitted by applicable law for any delinquent accounts, , as well as all expenses of collection.

Propertyware reserves the right to impose a reconnection fee in the event Users account access is suspended and thereafter reinstated. User agrees and acknowledges that Propertyware has no obligation to retain User Data upon suspension or termination of a subscription and that such User Data may be irretrievably deleted if User’s account is 15 days or more delinquent.

14. User Cancellation and Termination upon Expiration.

Subject to the terms and conditions of this Agreement, User may cancel the Service at the Subscription Settings page of User’s account at any time, unless bound by an annual term. Such cancellation shall be in writing and delivered to Propertyware by either (a) certified mail, or (b) nationally recognized overnight carrier.

For monthly subscriptions, User is purchasing the Service for full monthly terms, If User terminates Service prior to the end of a monthly term, User will be responsible for that month’s full Fee through the end of the then-current term, including, without limitation, unbilled charges, which will immediately become due and payable. User shall pay all accrued but unpaid fees upon expiration of the term of or termination of Service

For fixed term annual subscriptions (i.e., twelve (12) months), User has committed to purchase the Service for the full annual term, to be paid annually in advance. User’s annual subscription will renew automatically after the initial fixed term is over, unless terminated as herein provided. User may cancel the Service prior to expiration of the annual term without refund. User shall pay all accrued but unpaid fees upon expiration of the term of or termination of Service.

If User cancels the Service before the end of the term, your cancellation will take effect immediately. Upon cancellation, User will no longer have access to the Site and all information contained within User’s account and User Data will automatically, permanently and irreversibly deleted. Propertyware accepts no liability for such deleted information or User Data.

15. Propertyware Termination.

Any breach of User’s payment obligations or misuse or unauthorized use of the Propertyware Intellectual Property or Service will be deemed a material breach of this Agreement. In the event of breach by User, which is not cured within five (5) business days of receipt of notice of breach from Propertyware, Propertyware, in its sole discretion, may terminate the Subscription Agreement, User’s access to the Service, User’s password, account, and User’s access to User Data.  In addition, Propertyware may terminate a free trial account at any time in its sole discretion. User agrees and acknowledges that Propertyware has no obligation to retain the User Data after termination, and may delete such User Data at any time if User has materially breached these Terms of Use.

16. Representations & Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. If User is executing the Subscription Agreement or agreeing to these Terms of Use on behalf of any third party, User represents and warrants to Propertyware that it has authorization on behalf of such third party to bind such third party to the terms of the Subscription Agreement.

Propertyware represents and warrants that it will provide the Service in a good and workmanlike manner consistent with general industry standards and that the Service will perform substantially in accordance with the Propertyware Product Specifications.. User represents and warrants that User has not falsely identified itself nor provided any false information to gain access to the Service and that User’s billing information is correct.

17. Indemnification.

User shall indemnify, defend and hold Propertyware, its affiliates, its licensors, content providers, service providers and contractors, and each such party’s members, managers, directors, officers, employees, attorneys and agents (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with User’s use of the Services, and including, without limitation: (i) a claim alleging that use of the User Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by User of User’s representations and warranties; (iii) a claim arising from the breach by User of these Terms of Use or (iv) any claims brought by third parties arising out of User’s use of any information accessed from the Service.

18. Disclaimer of Warranties; Limitation of Liability.

User will have access to a variety of sources of content through the Internet. Propertyware has made no effort to verify the accuracy or suitability of any information contained in any such sources. Accordingly, Propertyware will have no liability or responsibility whatsoever for any content contained within any such sources. User accesses, uses and relies upon such content at User’s own risk. User understands further that the Internet contains unedited materials, some of which are sexually explicit or may be offensive. User accesses such materials at User’s risk. Propertyware has no control over and accepts no responsibility whatsoever for such materials. User understands that, except for information, products or services clearly identified as being provided by Propertyware, Propertyware does not operate, control or endorse any information, products or services on the Internet in any way. User also understands that Propertyware cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Each User is responsible for implementing sufficient procedures and checkpoints to satisfy User’s particular requirements for security and accuracy of data input and output, and for maintaining a means external to the Service for the reconstruction of any lost data. Propertyware does not assume any responsibility or risk for User’s use of the Internet.

PROPERTYWARE, ITS AFFILIATES AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. PROPERTYWARE, ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA, INCLUDING BUT NOT LIMITED TO USER DATA, WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE SERVICE WILL MEET USER’S SREQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO USER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PROPERTYWARE AND ITS LICENSORS.

19. Limitation of Liability.

IN NO EVENT SHALL PROPERTYWARE’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY USER IN THE ONE (1) MONTH PERIOD, OR IN THE CASE OF AN ANNUAL SUBSCRIPTION, ONE TWELFTH (1/12) OF THE ANNUAL PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL PROPERTYWARE AND/OR ITS AFFILIATES OR LICENSORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO USER IN CONNECTION WITH THE SERVICES BE LIABLE TO ANYONE UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS, LOST BUSINESS REVENUE, OTHER ECONOMIC LOSS OR ANY LOSS OF RECORDED DATA, INCLUDING BUT NOT LIMITED TO THE LOSS OF USER’S DATA, QUICKBOOKS COMPANY FILE(S) OR ANY OTHER DATA, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE OR CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, LOSS OR DELETION, UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF USER’S DATA THROUGH ACCIDENT, FRAUDULENT MEANS OR ANY OTHER METHOD REGARDLESS OF CAUSE IN THE CONTENT OR NEGLIGENCE ON THE PART OF PROPERTYWARE OR ITS SERVICE PROVIDERS, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. Internet Delays and Electronic Communications Privacy Act Notice.

PROPERTYWARE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PROPERTYWARE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

21. Propertyware Forms and Documents.

Propertyware’s standard forms and documents (the “Forms”) are provided purely as a service to User and are not intended to provide specific commercial, financial, investment, accounting, tax, or legal advice. User acknowledges and agrees that the Forms do not constitute legal advice or representation, and that any use or reliance on the Forms shall be entirely at User’s own risk. User should consult an attorney before using or relying on the Forms. The Forms are provided solely for User’s own internal business use, if appropriate, and not for purposes of resale, distribution, third-party use, public display or performance, or any other uses by User in any form or manner whatsoever. In no event shall Propertyware and its Indemnified Parties be liable for any direct, indirect, consequential or exemplary damages or expenses (including attorney’s fees and costs) or any claim arising from or in connection with the use of the Forms. The use of Forms are subject to these Terms of Use.

22. Additional Rights.

Certain states and/or jurisdictions limit or do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you, or be limited in scope.

23. Local Laws and Export Control.

Propertyware provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. User acknowledges and agrees that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, User represents and warrants that User is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.

The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

Propertyware and its licensors make no representation that the Service is appropriate or available for use in other locations. If User uses the Service from outside the United States of America, User is solely responsible for compliance with all applicable laws, including without limitation taxes, export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

24. Notice.

Propertyware may give notice by means of a general notice on the Service; electronic mail to User’s email address on record in Propertyware’s account information, or by written communication sent by first class mail or pre-paid post to User’s address on record in Propertyware’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). User may give notice to Propertyware (such notice shall be deemed given when received by Propertyware) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Propertyware at the following address: Propertyware, Inc., 343 Sansome Street, Suite 825, San Francisco, CA  94105, USA, addressed to the attention of: Billing, with a copy to RealPage, Inc., 4000 International Parkway, Carrollton, TX 75007, Attn: Legal Department.

25. Modification to Terms.

Propertyware reserves the right to modify these Terms of Use or its policies relating to the Service at any time, effective upon posting of an updated version of these Terms of Use on the Service. User is responsible for regularly reviewing these Terms of Use. Continued use of the Service after any such changes shall constitute User’s consent to such changes.

26. Assignment.

This Agreement may not be assigned by User without the prior written approval of Propertyware. Any purported assignment in violation of this section shall be void.

27. No Third Party Beneficiaries.

No provision of these Terms of Use provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

28. General.

This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Texas (without regard to the principles of conflicts of law).  This Agreement has been entered into in Dallas County, Texas and it shall be performable for all purposes in Dallas County, Texas.  Any action or proceeding concerning, related to, regarding, or commenced in connection with the Agreement must be brought in a state or federal court located in Dallas County, Texas, and the parties to the Agreement hereby irrevocably submit to the personal jurisdiction of such courts and waive any objection they may now or hereafter have as to the venue of any such action or proceeding brought in any such court, or that any such court is an inconvenient forum. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form or Subscription Agreement, if applicable) shall add to or vary these Terms of Use. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and no joint venture, partnership, employment, or agency relationship exists between User and Propertyware as a result of this Agreement or use of the Service. The failure of Propertyware to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Propertyware in writing. This Agreement, together with any applicable Subscription Agreement or Order Form, comprises the entire agreement between User and Propertyware and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. All Beta Software Agreements posted on the Propertyware Site are incorporated herein and made part of these Terms of Use by reference. User acknowledges that any use of the Services contrary to these Terms of Use, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Propertyware, its affiliates, suppliers and any other party authorized by Propertyware to resell, distribute, or promote the Services, and under such circumstances Propertyware and such third parties will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

29. Definitions.

As used in these Terms of Use, the Subscription Agreement and in any Order Forms now or hereafter associated herewith: “Agreement” means these Terms of Use, any Subscription Agreement, Order Forms, whether written or submitted online, and Product Specifications, which are specifically incorporated by reference herein;; “Content” means, other than User Data, the audio and visual information, documents, software, products and services contained or made available to User in the course of using the Service or the Site. “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date User begins using the Service; “Fees” means the fees and charges that Propertyware imposes on Users for License and the Use of the Services; “Initial Term” means the initial period during which User is obligated to pay for the Service equal to the billing frequency selected by User during the subscription process; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks (and attendant good will), service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License” means the right granted by Propertyware to User to use the Services; “License Administrator(s)” means the individual(s) designated by User who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer User’s use of the Service; “Order Form(s)” means the Subscription Agreement, or other form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); “Online Order Center” means Propertyware’s online application that allows the License Administrator designated by User to, among other things, add additional Users to the Service; “Propertyware” means Propertyware, Inc., a California corporation; “Service(s)” means the specific edition of Propertyware’s online property management, portfolio management, lease administration, billing, data analysis, contact management, activity management or other services identified during the ordering process, developed, operated, and maintained by Propertyware, accessible via http://www.Propertyware.com or another designated web site or IP address, or ancillary services rendered to User by Propertyware, to which User is being granted access under this Agreement, including the Propertyware Technology and the Content; “Site” means http://www.Propertyware.com or another designated or linked web site or IP address owned by Propertyware.  “User(s)” means User’s employees who are authorized to use the Service and have been supplied user identifications and passwords by User (or by Propertyware at User’s request). “User Data” means any data information or material submitted by User to the Service in the course of using the Service.

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