COMMERCIAL TERMS AND CONDITIONS
The following Commercial Terms and Conditions (the “Agreement”) govern all commercial use of the www.propertyconnect.com website and any mobile applications (together with the Site, the “Service”) provided to you by Property Connect, Inc. (“Property Connect”), under a Property Connect Service Agreement, and supersede any conflicting terms in the Public Terms and Conditions. The Service is subject to your (the “User”) acceptance without modification of all of the terms and conditions contained herein. BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.
Property Connect reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is User’s responsibility to check this Agreement periodically for changes. User’s continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. User hereby certifies to Property Connect that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that it is legally permitted to use the Service.
In the event user is the employee or agent of an organization that has a separate commercial agreement with Property Connect for use of the Service and such agreement conflicts with this Agreement – such separate agreement shall control. This Agreement is void where prohibited by law, and the right to access and use the Service is revoked in such jurisdictions.
The Service is a platform that allows prospective tenants (“Tenants”) to connect with and engage property representatives (such as, property manager, real estate agents and property owners) (“Property Representatives”) for the purposes of bidding on and renting/leasing various properties (“Property(ies)”). As used in this Agreement, a “User” may be a “Tenant” or a “Property Representative” as applicable. Subject to the terms and conditions of this Agreement, User shall have a non-exclusive, non-transferable, non-sublicensable to access the application from User’s computer or mobile device solely for the purposes for which the Service is provided.
User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Service; (iii) rent, lease, or use the Service for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Service. As between the parties, Property Connect shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.
User shall not (i) submit false information to the Service, (ii) use the Service to libel, defame, threaten, harass, or otherwise harm and third party, or (iii) use the Service for any purpose that is unlawful or prohibited by this Agreement.
In the event User submits any information to the Service, User represents and warrants that User the full right and authority to do so (without any infringement of, or conflict with, the rights of any third party).
3. USER CONTENT.
The Service may permit User to publicly (or in a quasi-public manner) post/publish documents, text, images and other communications (such as photos of Properties, descriptions of Properties, Tenant reviews, etc.) (“User Submissions”). By submitting the User Submissions, User grants Property Connect a limited license to store, transmit, copy and display the User Submissions as reasonably necessary to (i) provide the Service to its users, and (ii) promote and market the Service (including through its distribution and affiliate channels).
User shall be solely responsible for User’s own User Submissions and the consequences of posting or publishing or sharing. User agrees that Property Connect has no liability with respect to any User Submissions, including, without limitation, User’s own User Submissions, and User hereby irrevocably release Property Connect and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to User Submissions or any part thereof.
In connection with User’s User Submissions, User affirms, represents, and warrants that (and that User can and will demonstrate to Property Connect’s full satisfaction upon its request that) the User Submissions do not violate the privacy rights, publicity rights, intellectual property rights, contract rights, or any other rights of any person or entity.
Property Connect reserves the right to decide whether a User Submissions is inappropriate or violates this Agreement.
4. GENERAL CONTENT.
User agrees that the Service contains information and other content specifically provided by Property Connect or its partners and that such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Property Connect in writing, User shall not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such content. However, Property Connect hereby grants User a limited, revocable, non-sublicensable license to reproduce and display such content (excluding any software code); provided, that User retains all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any such content, including any materials or design elements on the Service, for any other purpose is strictly prohibited without the express prior written permission of Property Connect.
5. DISPUTES BETWEEN TENANTS AND PROPERTY REPRESENTATIVES.
Tenant agrees that Property Connect is not responsible for any complaints Tenant may have any Property Representative. Property Representative agrees that that Property Connect is not responsible for any complaints Property Representative may have any Tenant.
Any renting, leasing or other provision of Property by a Property Representative to a Tenant is an arrangement between the Property Representative and the Tenant (i.e. Property Connect is not a party to any such arrangement). The Service is simply a means of helping Tenants and Property Representatives connect with each other. Property Connect is not landlord, real estate agent or tenant representative.
Because Property Connect is not the agent of either Property Representatives or Tenants, it will not act as an agent to any Property Representative or Tenant in connection with resolving any disputes between such participants related to or arising out of any transaction conducted via the Site or the Services.
If you have a dispute with one or more users of the Site or Service, you hereby release Property Connect (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.”
To the extent Property Connect assists in the resolution of any dispute between any Property Representative and any Tenant, such assistance is only a courtesy and, therefore, User acknowledges that Property shall not be responsible or liable for such assistance or the results thereof.
6. REGISTRATION; SECURITY.
As a condition to using the Service, User will be required to register with Property Connect and select a password and User name (“Property Connect User ID”). User shall provide Property Connect with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account. User may not (i) select or use as a Property Connect User ID a name of another person with the intent to impersonate that person; or (ii) use as a Property Connect User ID a name subject to any rights of a person other than User without appropriate authorization. Property Connect reserves the right to refuse registration of, or cancel a Property Connect User ID in its discretion. User shall be responsible for maintaining the confidentiality of User’s Property Connect password and other account information.
User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless Property Connect, its affiliates and each of its, and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from User’s (i) access to or use of any of the Services, (ii) User Submissions, (iii) disputes with other Service users or any third parties (such as disputes between Tenants and Property Representatives), or (iii) violation of this Agreement.
8. WARRANTY DISCLAIMER.
Property Connect provides the Service on an AS IS basis and makes no warranties, express or implied, regarding the Service or otherwise under this Agreement. Without limiting the generality of the foregoing, (i) Property Connect disclaims all implied warranties, including, without limitation, the implied warranties of merchantability, fitness of a particular purpose and non-infringement, and (ii) Property Connect expressly disclaims any warranty (A) that the Service will be uninterrupted or error free, (B) that all prospective renters will be able to access the Service or respond to any LiveOffer, (C) that any person that accepts any LiveOffer will enter into a lease agreement, (D) regarding the credit worthiness, criminal record or other qualifications or characteristics of any prospective renter or (E) regarding the truthfulness of any information provided by any prospective renter.
The foregoing disclaimer shall not apply to the extent prohibited by applicable law.
9. LIMITATION OF LIABILITY.
In no event shall Property Connect, its officers, directors, employees, agents, or licensors be liable under contract, tort, strict liability, negligence or any other legal theory with respect to the application: (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, even if foreseeable, (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) $100.00 (U.S.) (or, if User is paying Property Connect, the amounts paid to Property Connect by User in the three (3) month period immediately prior to the date the cause of action accrues).
Property Connect is not liable to any Property Representative for the acts or omissions of any Tenant (including, without limitation, their failure to pay any amounts).
Property Connect is not liable to any Tenant for the acts or omissions of any Property Representative or for the safety, nature, or suitability of any property.
The foregoing limitations shall not apply to the extent prohibited by applicable law.
Property Connect may terminate without cause User’s access to the Service at any time, with or without cause. Upon termination, User will no longer access (or attempt to access) the Service.
Either Property Connect or User may terminate this Agreement with or without cause at any time, with termination effective thirty (30) days after delivery of written or electronic notice of termination.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, all payment obligations (both accrued and arising in the future), warranty disclaimers and limitations of liability.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Property Connect shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Property Connect’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Property Connect’s prior written consent. Property Connect may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, as if made within Delaware between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in Delaware. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in Delaware using the English language. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Property Connect in any respect whatsoever.