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 renters (“Renters”) 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 “Renter” 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, Renter 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 RENTERS AND PROPERTY REPRESENTATIVES.
Renter agrees that Property Connect is not responsible for any complaints Renter may have any Property Representative. Property Representative agrees that that Property Connect is not responsible for any complaints Property Representative may have any Renter.
Any renting, leasing or other provision of Property by a Property Representative to a Renter is an arrangement between the Property Representative and the Renter (i.e. Property Connect is not a party to any such arrangement). The Service is simply a means of helping Renters and Property Representatives connect with each other. Property Connect is not landlord, real estate agent or Renter representative.
Because Property Connect is not the agent of either Property Representatives or Renters, it will not act as an agent to any Property Representative or Renter 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 Renter, 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 Renters 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 Renter (including, without limitation, their failure to pay any amounts).
Property Connect is not liable to any Renter 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.
12. NO SOLICITATION
During the Term of this Agreement, and for an additional one (1) year thereafter, User shall not, directly or indirectly, solicit (i) Property Connect’s vendors or suppliers to do business or enter into any business arrangement with any entity or person other than Property Connect that relates to any Service or function that is similar to or competes with the Service or (ii) any person who is then an employee or independent contractor of Property Connect to work for a person or entity other than Property Connect. This restriction applies to protect the intellectual property rights of Property Connect. Nothing herein prohibits User from engaging in a general solicitation (e.g., solicitations via newspaper, online employment service, trade publication), so long as such solicitation is in no way directed at any Property Connect vendors, suppliers, employees or contractors.
13. PRICING & PAYMENTS.
a) User agrees to the following pricing model for the Property Connect Service, with the exception of any promotional rates specifically agreed to and documented between the User and Property Connect, prior to running the Property Connect Service on which the promotional rate is to apply.
PROPERTY CONNECT LIVEOFFER™
LIVEOFFER™ FEE: $100 + 3% (MONTHLY RENT) x (LEASE TERM)
SECURENOW™ FEE: $25 PER USE
b) User shall pay all Fees using Check, Bank Transfer, Wire Transfer, Credit Cards or Debit Cards (the “Payment Method”). User authorizes Property Connect to charge User using the Payment Method for any amounts owing by User hereunder. Additionally, User shall pay (or, at Property Connect’s option, reimburse Property Connect for) any federal, state or local sales, use, value added or other tax, tariff, duty or assessment and any associated interest or penalties arising out of or related to any of the transactions contemplated under this Agreement (other than taxes based on Property Connect’s net income).
User agrees that all invoices are due 45 days upon receipt and payable upon receipt, and agree to pay a late charge of 1.5% per month on the outstanding balance of any invoice that remains unpaid 90 days after the invoice date. User agrees to any costs incurred in collecting delinquent payments, including but not limited to actual attorneys fees, court costs and collection-agency fees.
c) This Agreement is subject to the delivery of product by Property Connect and the acceptance of product by User. Upon the date of acceptance of product by User (the “Effective Date”), the obligations of both parties under this Agreement shall be binding. Termination Without Cause: Either party terminate the Agreement without cause at any time, with termination effective thirty (30) days after the delivery of written or electronic notice of termination.
a) 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.
b) Notices and other communications from Property Connect to User may be made via email.
c) This Agreement constitutes the entire agreement between Property Connect and User with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications relating to the subject matter hereof. There being no expectations to the contrary between the parties hereto, no usage of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement or alter in any manner any express terms of this Agreement, subject to Section 11(c). This Agreement shall not be amended except by a writing executed by both parties. No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
d) The schedule of leasing tools included with the Service and the fee structures may be amended through mutual agreement of both parties via verified online consent.
e) If all or part of any provision of this Agreement shall be deemed invalid or unenforceable under applicable law, such provision, or the invalid or unenforceable part thereof, shall be deemed stricken from this Agreement, and the remainder of this Agreement shall continue in full force and effect.
f) User shall not do anything that circumvents or undermines the purpose or intent of any provision of this Agreement.
g) The parties acknowledge and agree that the provisions hereof that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies in the Terms and Conditions of any and all websites serviced by Property Connect or its agents (as referenced in Clause 6) are essential terms of this Agreement that are fundamental to the parties’ understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions and shall be enforced as such, regardless of any breach or other occurrence hereunder. Without limiting the generality of the foregoing, User agrees that all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause any exclusive remedy under this Agreement to fail of its essential purpose.
-Updated May 4, 2017