Terms & Conditions
BY (I) USING, ACCESSING, VIEWING, AND/OR LOGGING IN TO PROPERTY MATRIX, THE PROPERTY MATRIX WEBSITE, THE PROPERTY MATRIX SERVICE, THE PROPERTY MATRIX CONTENT, AND/OR THE PROPERTY MATRIX DATABASE(S); (II) TRYING OR EVALUATING ANY PROPERTY MATRIX PRODUCTS AND/OR SERVICES; AND/OR (III) HAVING AN ACCOUNT WITH PROPERTY MATRIX, YOU (“USER”), ON BEHALF OF YOURSELF INDIVIDUALLY AND ON BEHALF OF THE ORGANIZATION, ENTITY, OR COMPANY BY WHICH YOU ARE EMPLOYED, ON WHOSE BEHALF YOU ARE ACTING, AND/OR FOR WHOM YOU PROVIDE SERVICES, AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “Agreement” OR THE “Terms”) GOVERNING THE USE OF PROPERTY MATRIX, ITS SOFTWARE, SERVICES, CONTENT, AND DATABASE(S), (HEREINAFTER COLLECTIVELY 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 COMPANY OR ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL ALSO INCLUDE SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THE WEBSITE, REGISTER FOR, ACCESS, AND/OR USE PROPERTY MATRIX, THE SERVICE, AND THE CONTENT, AND YOU AGREE THAT YOU WILL NOT CREATE AN ACCOUNT, AND/OR ACCESS, USE, VIEW, AND/OR LOG IN TO PROPERTY MATRIX, ITS WEBSITE, SOFTWARE, CONTENT, SERVICE, AND/OR DATABASE(S). IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MUST DECLINE THE ACCEPTANCE OF THIS AGREEMENT, AND IMMEDIATELY CEASE ALL ACCESS TO AND/OR USAGE OF ANY AND ALL PROPERTY MATRIX PRODUCTS AND SERVICES AND/OR CONTENT, AND NOTIFY PROPERTY MATRIX IN WRITING OF YOUR REFUSAL TO AGREE TO THESE TERMS AND YOUR CONCURRENT CESSATION OF ACCESS TO PROPERTY MATRIX, THE SERVICE, AND THE CONTENT. The Service, the Content, and the Property Matrix website and software, and all web pages, applications, scripts, links, and linked pages and/or content are all subject to this Agreement and these Terms. As part of the Service, Property Matrix may from time to time provide User with various goods, services, and/or licenses for the permitted use of the Service. User’s registration for, access to, and/or use of, the Service is conditioned upon User’s agreement to abide by and be governed by this Agreement as well as by any materials available on the Property Matrix website incorporated by reference herein, as well as any direction, request, and/or instruction by Property Matrix and its staff. These Terms and this Agreement may be edited, revised, amended, and/or modified from time to time, in the sole discretion of Property Matrix, by updating these Terms as posted on the Property Matrix website, available at https://www.propertymatrix.com/terms. By using, accessing, and/or transacting any activity with Property Matrix and/or its Services and/or Content, you agree to be bound by the updated Terms as they may be revised from time to time. User agrees to review these Terms regularly and to actively monitor any and all changes, edits, amendments, and/or modifications to these Terms. User agrees to be solely responsible for, and assumes onto User the risk of, User’s failure or inability to regularly monitor and review updates to these Terms. Accessing and/or using Property Matrix, the Service, the Content, or the website of Property Matrix expresses User’s consent to these Terms, as updated from time to time.
For reference, a Definitions section is included at the end of this Agreement.
1. Privacy & Security
2. Permitted Usage and Restrictions
Property Matrix hereby grants User a non-exclusive, non-transferable, right to use the Service, solely for User’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to User are reserved by Property Matrix.
User agrees not to (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; and (iii) reverse engineer the Service for any purpose whatsoever, including without limitation to (a) build a competitive or similar product or service; (b) build a product using similar ideas, features, functions or graphics of the Service; or (c) copy, imitate, or otherwise replicate or attempt to duplicate ideas, features, functions or graphics of the Service. User may not create any links, hyperlinks, references, or other directions to the Service and/or the Content, and User shall not copy, mirror, imitate, frame, or extract any Content, including without limitation any material, data, images, content, phrases, sentences, and/or concepts that appear or which may from time to time appear on any part of the Service and/or the Content, including without limitation on the website of Property Matrix and/or any of its affiliates and/or licensees. Property Matrix reserves the right to restrict, control, limit, suspend, interrupt, cancel, disconnect, and otherwise terminate (i) User’s access and/or use of the Service, the Content, and all components and/or functionality of the Property Matrix software service; (ii) the user interface; (iii) graphical and/or other representations of the Service and/or the Content; (iv) the manner, method, process, and/or procedures by which the Service and/or the Content operate, processes information, manipulates, displays, and/or interprets data including without limitation User Data; (v) back-end of the Service and/or the Content; and (vi) the reporting of data, analysis, User Data, and/or any confidential information, at any time and without any prior notice, for any reason, or for no reason at all, subject to Property Matrix’s sole and absolute discretion. Property Matrix further reserves the right to interrupt, discontinue, temporarily or permanently, at Property Matrix’s sole and absolute discretion, User’s access and/or use of the Service, the Content, and/or the Property Matrix software service, at any time and without any prior warning to User. User acknowledges and agrees that the Service and the Content is not an accounting software and that the Service will not be used for any accounting purposes. User acknowledges, warrants, and represents that User is not and will not use and/or rely upon the Service and/or the Content for the purpose of financial reporting, tax reporting, tax compliance, and/or in connection with any other document filed with and/or submitted to any financial institution, bank, and/or governmental agency. User agrees to keep duplicate copies of all information submitted to the Service, and/or of the Content. User acknowledges and agrees that it is User’s sole responsibility to maintain all books, records, journal entries, and accounting records, including without limitation all deposit records, withdrawal records, payment records, and other documents and records in connection with all financial information submitted to and/or obtained from the Service and/or the Content. User agrees to keep all credentials, login, username, password, and confidential information relating to Property Matrix, the Service, and/or the Content, strictly confidential, and User further agrees to safeguard and keep from disclosure, dissemination, intrusion, or invasion, all such information. User represents, warrants, and covenants that User will maintain systems and procedures to ensure the safety, security, and confidentiality, of all credentials, login, username, password, and confidential information at all times, and to prevent unauthorized access to and/or disclosure of such information to any party other than User. User acknowledges and agrees that the Service, the Content, the servers used for the Service and the content, and the Property Matrix Technology, and/or any portion thereof, may be subject to attacks, errors, erroneous transmissions, bugs, and/or vulnerabilities from time to time, and User assumes onto itself the risk of loss, damage, injury, and/or harm arising from any and all conduct, action(s), inaction(s), and/or consequences that may arise and/or result therefrom. User assumes and accepts onto itself all risk of loss, damage, injury, and/or harm that may arise from breaches or failures of the safety, security, integrity, confidentiality, and/or secrecy of any part of the Service, the Content, the Property Matrix Technology, and/or any portion thereof. User shall cooperate with Property Matrix in causing any unauthorized use and/or access to the Service, the Content, Property Matrix, and/or the Property Matrix Technology, be terminated without delay. All rights not expressly granted to User are reserved by Property Matrix.
3. User Responsibilities
User is responsible for all activity and transactions in connection with User’s access to and use of the Service and the Content. User is solely responsible for, and assumes onto User the sole risk of, any and all harm, injury, loss, and/or damage, that may arise out of, in relation to, and/or in connection with: (i) the use, misuse, access, and/or inaccess to the Service and/or the Content; (ii) any errors, mistakes, discrepancies, transmissions, communications, failures, inaccuracies, and/or faults of the Service and/or the Content, including without limitation in connection with reports, journal entries, banking withdrawals deposits and transfers, ACH transactions, data integrity, security, confidential client information, and (iii) banking transactions including without limitation deposits, withdrawals, transfers, and/or reconciliations; (iv) unauthorized transactions and/or access to User Data, the Content, the Service, and/or any banking information and/or transactions; (v) tenant disputes and/or any liability to any customer of User; (vi) overdraft fees, banking fees, third party fees, processor fees, transaction fees, and/or any and all charges incurred by and/or paid by User and/or by User’s customer(s) at any time for any reason, to any third party; (vii) typographical errors and/or errors in inputting of data and/or User Data; (viii) erroneous, outdated, changed, and/or improper banking information; and (ix) data breaches and/or compromised data, content, and/or User Data. User undertakes to learn, study, and understand the functionality and features of the Service and the Content. User acknowledges and agrees that it is solely responsible for maintaining all User Data, including without limitation backup and/or duplicate copies of all User Data and/or Customer Data, and that Property Matrix is not responsible for maintaining any backup and/or duplicate of any User Data and/or Customer Data. If at any time Property Matrix maintains, prepares, stores, and/or creates any backup and/or duplicate copy of any User Data, Property Matrix shall not have any liability for the accuracy, integrity, and/or reliability of any such backup and/or duplicate User Data. User acknowledges and agrees that it is User’s responsibility to be familiar with all aspects, features, functionality, limitations, and specifications of the Service and the Content. User agrees not to rely on the Content and/or the Service for accounting purposes, financial reporting, governmental compliance, and/or tax filings or reporting. User hereby agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with User’s access to and use of the Service and/or the Content, including those laws, treaties, and regulations related to data privacy, copyright, trademark, international communications, and transmission of technical data, personal data, and/or Customer Data. User agrees to and covenants, warrants, and represents that User will, within twenty-four (24) hours of discovery: (i) notify Property Matrix in writing of any and all unauthorized use of any account or Service including any and all known and/or suspected breach of security and/or breaches of the data systems and/or databases of User and/or of any of Users affiliates, users, vendors, and/or suppliers and/or of the Service, the Content, and/or Property Matrix; and (ii) report to Property Matrix and use reasonable efforts to stop, cease, desist, and prevent any and all copying or distribution of the Service and/or the Content that User discovers, or reasonably may discover, and/or suspects including without limitation by User’s affiliates, customers, vendors, and suppliers. User is solely responsible for the User’s access to and use of the Service and the Content, including without limitation all written, verbal, and/or electronic transmissions and/or communications sent on behalf of User, whether initiated directly and/or indirectly by User, by the Service, and/or by the Content, including without limitation communications, transmissions, withdrawals, deposits, and/or any other conduct caused or initiated directly and/or indirectly by the Service, the Content, and/or the Property Matrix Technology. User agrees to and hereby warrants, represents, and covenants, that User has inspected and carefully reviewed the contents of all information, data, submission, and inputs provided by User to Property Matrix, including without limitation to the Service and/or the Content, and User assumes onto itself the risk of loss, harm, damage, injury, and/or liability caused as result of, arising out of, and/or in connection with and all such information, including without limitation any and all communications, transmissions, Emails, correspondence, debit orders, credit orders, EFT transfers, withdrawals, deposits, dissemination of information and/or data, including without limitation personal and/or confidential information and/or data, of User and of User’s users, customers, vendors, and affiliates. User agrees to not use the Service and/or the Content to send unsolicited mailings (including electronic mailings) outside of User’s organization, registered clients, and/or approved recipients for transmissions of information, and User assumes onto itself all risks and damages associated with any wrongful, erroneous, improper, and/or unauthorized transmission of any kind (including written, verbal, electronic, digital, manual, and/or automatic), at any time. User shall not impersonate a Property Matrix user, employee, representative, manager, and/or agent at any time for any purpose. User shall not provide false or inaccurate identity or identifying information in connection with the use of or access to the Service. User shall not use or access the Service to upload, post, reproduce or distribute, in any way, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of such right by holder. Further, User agrees not to use the Service in any way, manner, or technique that may, will, or is likely to interfere with, disrupt, or impact any third party and/or Property Matrix, its network, related networks, the Service, the Content, the website of Property Matrix, and/or any and all products and/or services rendered by Property Matrix, including without limitation to other customers of Property Matrix.
4. Responsibility for User Communications
User is solely responsible for the content of all visual, written, verbal, and audible communications sent, received, communicated, and/or delivered using the Service and/or the Content. User agrees to refrain from sending, transmitting, and communicating unsolicited material, including without limitation e-mail communications outside User’s business entity, company, or organization, and its clients and/or affiliates, and to further refrain from using, manipulating, or implementing the Service in any manner for any unauthorized and/or unlawful purpose. User further agrees not to use the Service and/or the Content to communicate objectionable, offensive, obscene, unlawful, and/or unreasonable message(s) or material, and/or any material that is unlawful, harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party, or is otherwise unlawful under any jurisdiction including without limitation any jurisdiction of the United States of America, or that would give rise to civil and/or criminal liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation, including without limitation in any jurisdiction of the United States of America. Although Property Matrix is not responsible for any of the communications sent by User and/or on behalf of User by the Service and/or by the Content, Property Matrix reserves the right, but shall not have any obligation to, delete and/or destroy any improper or unauthorized communications, transmissions, postings, and/or content, of which Property Matrix becomes aware, at any time, at its sole discretion, without notice to User.
5. Account Information and Data
6. Intellectual Property Ownership
Property Matrix alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Property Matrix technology, the Content, the Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User or any other party whether affiliated to User or otherwise, relating to the Service, the Content, and/or the Property Matrix Technology. This Agreement is not a sale and does not convey to User any rights of ownership in the Service, the Content, and/or the Property Matrix Technology. User may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided herein), create derivative works based on, distribute, perform, display, and/or in any way exploit, any of the Property Matrix Technology, the Content, software, materials, and/or the Services, in whole or in part. User does not acquire any ownership interest in any intellectual property developed, maintained, organized, created and/or formulated by or for Property Matrix. Property Matrix technology and the Intellectual Property rights are owned exclusively by Property Matrix. The Property Matrix name and the Property Matrix logo, mark, designs, and all related product names associated with the Service or the Content are marks and/or trademarks of Property Matrix or third parties, and no right or license is granted to use them except as is expressly authorized by Property Matrix in writing in advance. User will not reproduce, transmit, publish or distribute the Content to any third party without the express written consent of Property Matrix, which may be granted or withheld in our sole and absolute discretion.
7. 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 showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between User and the applicable third-party. Property Matrix and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between User and any such third-party. Property Matrix does not endorse any websites on the Internet, including without limitation websites that are linked through or from the Service or the Property Matrix website. Property Matrix provides these links to User only as a matter of convenience, and in no event shall Property Matrix or its licensors be responsible for any content, products, or other materials on or available from such websites. Property Matrix provides the Service to User pursuant to the terms and conditions of these Terms and this Agreement. User recognizes, however, that certain third-party providers of ancillary software, hardware and/or services may require User’s agreement to additional and/or different or agreement(s), terms and conditions, and/or Terms, or other terms prior to User’s use of or access to such software, hardware or services, which may from time to time be required in connection with User’s use of the Service. Such agreement(s) are between User and the applicable third party. Property Matrix has no liability, obligation, authorship, control of, and/or responsibility for, any such agreement(s), terms and conditions, communications, purchase, sale, marketing, advertising, promotion, and/or any other interaction with any such third party, by User or otherwise. Property Matrix does not endorse, support, recommend, and/or have any affiliation with, any website, link, linked website, and/or any other third party information, material, products, and/or services, including without limitation those that may be accessible from, published, and/or posted, on the Property Matrix website, the Service, and/or the Content.
8. Charges and Payment of Fees
User shall pay all fees and charges to User’s account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial and periodic charges will vary with the level of service selected, in addition to additional service charges that may apply. All payments for services will be charged to the credit card, debit card, or bank account provided by User. User’s subscription to the Service renews automatically until such time as User requests cancelation, in writing, subject to the subscription agreement details and requirements. A User’s cancellation request must be in writing, and will be effective as of the following billing due-date, if given more than ten (10) days in advance of the payment due-date. If User provides the cancellation request less than ten (10) days in advance of the payment due-date, the cancellation request will be effective as of the following billing date (which, on an annual subscription agreement, will be one (1) year from the date of receipt by Property Matrix of the written cancellation request from User). If User provides Property Matrix with a written request for a full cancelation, such written request shall be effective as of the User’s next billing cycle, as set forth hereinabove. User is responsible for paying for all fees and charges billed to User in connection with User’s use of the Service, whether or not such Service is actually and/or actively used and/or whether or not the Service was effective, implemented, operational, and/or installed. Property Matrix will continue to bill and charge User for the Service until notified otherwise in writing by User. User must provide Property Matrix with a valid credit card, debit card, or approved bank account as a condition for use and access to the Service. Property Matrix reserves the right to modify, increase, change, and/or restructure its fees and/or charges and to introduce new fees and/or charges at any time, upon thirty (30) days prior notice to User, which notice may be provided by e-mail, telephone, or by a message-box notification as part of the use of the Service. Such message-box notification shall constitute written notice to User in accordance with the terms of this Agreement.
9. Billing and Renewal
Property Matrix charges and collects fees, charges, and billings related to the Service in advance for use of the Service. All payments to Property Matrix are final. Property Matrix does not issue refunds. Property Matrix automatically renews User’s subscription and bills User’s credit card for such subscription for access to the Service and the Content. Fees for other services will be charged on an as-quoted basis. Property Matrix’s fees and charges are billed exclusive of applicable taxes, levies, and duties imposed by taxing authorities and governmental agencies, for which User shall be solely responsible. User represents that User shall promptly pay all applicable taxes, levies, and/or duties that may arise in connection with User’s use of the Service and/or the Content. User agrees to provide Property Matrix with complete and accurate billing and contact information at the time of registration and commencement of use of the Service, and to keep such information updated and current at all times. User represents that any and all billing and contact information provided to Property Matrix is complete and accurate. User shall notify Property Matrix in writing within seven (7) business days of any change to User’s billing and/or contact information. User’s billing and/or contact information includes without limitation User’s full legal name (individual or entity), physical street address, e-mail address, contact person, telephone number, and credit card, debit card, or bank account information of an authorized signatory and billing contact. If the contact information User provided to Property Matrix is false or has been fraudulently or wrongfully obtained, Property Matrix reserves the right to terminate User’s access to the Service in addition to asserting any and all other legal remedies available to Property Matrix including without limitation seeking injunctive, monetary, and equitable relief. All charges are incurred, billed, and payable, in United States Dollars. In the event that User disputes, or disagrees with any fee, charge, billing, or invoice, User must notify Property Matrix in writing within fifteen (15) days of the charge date of any such disputed fee or charge. User’s failure to timely provide written notice to Property Matrix shall constitute a waiver of a right to dispute the validity of the charge and further shall constitute User’s acceptance of the fees, charges, and amounts charged as accurate and legitimate charges with respect to User. User’s failure to dispute any amount charged to User’s credit card, debit card, bank account, or charge card, shall constitute User’s expressed consent to the validity and accuracy of the amount charged. All fees and charges paid to Property Matrix are non-refundable. Access to the Service and/or the Content is on a non-refundable basis, and may not be returned at any time for any reason. Property Matrix does not offer a money-back guarantee. User acknowledges and agrees that User’s payment to Property Matrix is in accordance with the Subscription Agreement which User shall accept prior to accessing and/or using the Service.
10. Non-Payment and Suspension
In addition to all other rights granted to Property Matrix herein and/or by operation of law, Property Matrix reserves the right to suspend and/or terminate this Agreement and User’s access to the Service and/or the Content, at Property Matrix’s sole and absolute discretion in the event that User’s account is in default, becomes delinquent, past-due, or is in found by Property Matrix to be in violation of these Terms, this Agreement, or any of the policies or guidelines, directives, directions, requests, and/or instructions of Property Matrix and/or any of its staff at any time. A User account enters “delinquent” status if payment for the use and/or access to the Service and/or Content is not made before 12:00 p.m. PST on the date on which it is due. Delinquent charges subject User’s account and/or User’s access to the Service to immediate suspension, disruption, interruption, and/or termination, at Property Matrix’s sole and exclusive option, without any notice, and without prior notice to User. User agrees to continue to be bound by the terms of this Agreement throughout the duration of any suspension and/or termination of User’s access to and/or use of the Service and/or the Content. This Agreement shall control the relationship among User and Property Matrix notwithstanding termination of User’s access to and/or use of the Service and/or the Content, for any reason or for no reason at all including, without limitation, termination for non-payment. If User or Property Matrix terminate this Agreement, User consents to a charge to User’s credit card, debit card, and/or a debit from User’s bank account in the sum of the final balance payable to Property Matrix as at the time of termination as determined by Property Matrix and in accordance with Property Matrix’s standard billing practices and procedures and in accordance with this Agreement. Property Matrix reserves the right to impose a reconnection fee to restore use of the Service or access to the Content or the Service, at Property Matrix’s sole and absolute discretion, in the event User’s Service and/or access to the Content shall become suspended or terminated at any time for any reason including without limitation for non-payment. User agrees and acknowledges that Property Matrix has no obligation to retain and/or store Customer Data and/or User Data or any information uploaded to or transmitted through or to the Service, and that any and all Customer Data and/or User Data may be irretrievably deleted and purged from all systems and/or databases in the custody, possession, or control of Property Matrix in the event that User’s account is delinquent thirty (30) days or more.
11. Termination upon Expiration/Reduction in Number of Licenses
This Agreement shall be effective as of earliest of (i) the time that User subscribes to the Service; (ii) the time that User accesses the Service; (iii) the time that User accesses the Content or uploads data or information to the Service; or (iv) the time that User downloads or uploads any information to or from Property Matrix. The Initial Term will be determined at the time of subscribing or registering for access to the Service, or as otherwise mutually agreed upon, commencing on the date User agrees to subscribe to the Service. Upon the expiration of the Initial Term, the subscription term will automatically renew for successive renewal terms at Property Matrix’s then current fees, until termination.
A violation of this Agreement, breach of User’s payment obligations, entry of delinquent status, failure to comply with the requests of Property Matrix, or any unauthorized use of Property Matrix, the Property Matrix Technology, or of the Service, shall automatically be deemed a material breach of this Agreement. In the event that User breaches this Agreement or otherwise fails to comply with the directions, requirements, or specifications of Property Matrix, Property Matrix may, in its sole discretion, terminate User’s account, restrict and/or limit User’s access to and/or use of the Service, in part or in full. In the event of exigent circumstances or if deemed advisable by Property Matrix, at Property Matrix’s sole and exclusive discretion, Property Matrix reserves the right to cancel User’s account and/or User’s access to the Service, or to otherwise limit, hinder, delay, or restrict User’s access to or use of the Service without any prior warning or notice to User whatsoever. Property Matrix reserves the right to terminate any account at any time in its sole discretion for any reason or for no reason at all. User agrees and acknowledges that Property Matrix has no obligation to retain any Customer Data and/or User Data, and may delete at its sole discretion any Customer Data and/or User Data that may from time to time be stored or maintained at or by Property Matrix.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. User represents and warrants that User has not falsely identified itself nor provided any false information to or in connection with its communications with Property Matrix, including without limitation the billing information provided. User represents and warrants that any and all statements by User to Property Matrix were and at all times remain truthful and accurate. User agrees to immediately notify Property Matrix of any violation of this Agreement and/or of any facts and/or circumstances that modify, qualify, limit, or change, facts, statements and/or representations previously made to Property Matrix. User shall immediately notify Property Matrix of any use by User that is not in compliance with this Agreement.
User shall indemnify and hold Property Matrix, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data and/or 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 this Agreement and/or of User’s representations, warranties, or commitments hereunder and/or constitutes an improper use or a misuse of the Service and/or the Content; (iii) a claim arising from the breach by User or User’s users or affiliates in connection with this Agreement; (iv) a claim that Property Matrix is liable for any damages to any third party which arises in connection with or out of User’s use of and/or access to the Service and/or the Content; (v) a claim that any Customer Data and/or User Data has been improperly used, disseminated, accessed, maintained, and/or stored; (vi) any misuse of the Service and/or the Content; (vii) accounting errors, reporting errors, financial errors, bookkeeping errors, data errors, data corruption, and data breaches; (viii) disclosure of confidential information; (ix) Email transmissions and communications sent by, through connection with, or as result of, the Content and/or the Service; (x) banking transactions including without limitation withdrawals, deposits, transfers, and any and all fees, charges, and/or damages resulting therefrom; (xi) tenant disputes; (xii) content and/or information that is deleted, altered, overwritten, copied, modified, lost, disseminated, or in any way used or misused by any party including without limitation third parties; and (xii) unauthorized access to and/or use of the Content and/or the Service. Property Matrix shall have no indemnification obligation, and User shall indemnify Property Matrix pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of User’s products, service, software, transmissions, communications, hardware, and/or business processes.
15. Disclaimer of Warranties
PROPERTY MATRIX AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, THE CONTENT, OR ANY MATERIAL OR TECHNOLOGY SUPPLIED BY PROPERTY MATRIX. PROPERTY MATRIX AND ITS LICENSORS DO NOT REPRESENT OR WARRANT (A) THAT THE USE, ACCESS, AND/OR AVAILABILITY OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THAT THE SERVICE WILL MEET USER’S REQUIREMENTS AND/OR EXPECTATIONS; (C) THE RELIABILITY, INTEGRITY, ACCURACY, USE, OR AUTHENTICITY OF ANY DATA STORED, UPLOADED TO, DOWNLOADED FROM, RETRIEVED FROM OR OTHERWISE OBTAINED IN CONNECTION WITH USER’S USE OF THE SERVICE AND/OR THE CONTENT; (D) THE QUALITY, FITNESS, OR SUITABILITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OR SERVICE PURCHASED OR OBTAINED BY USER BY OR FROM PROPERTY MATRIX; (E) CORRECTION OF ERRORS OR DEFECTS; AND (F) THE EXISTENCE OR NON-EXISTENCE OF VIRUSES, COMPUTER BUGS, GLITCHES, OR OTHER EVENTS, EXPECTED OR UNEXPECTED, WHICH IN ANY WAY HINDER, DELAY, HARM, MODIFY, OR OTHERWISE IMPAIR THE SERVICE, THE CONTENT, USER’S ACCESS TO THE SERVICE AND/OR THE CONTENT, AND/OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE. THE SERVICE AND THE 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 PROPERTY MATRIX AND ITS LICENSORS.
16. Internet Delays
PROPERTY MATRIX’S SERVICE, SERVICES, AND CONTENT, MAY BE SUBJECT TO LIMITATIONS, DELAYS, INTERRUPTIONS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PROPERTY MATRIX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, INFORMATION DISSEMINATION, OR OTHER DAMAGE RESULTING FROM ANY ELECTRONIC, SECURITY, INTERNET, COMMUNICATION, TRANSMISSION, AND ALL RELATED PROBLEMS. USER ASSUMES ALL RISK OF LOSS, AND ALL RISK OF HARM, DAMAGE, AND INJURY THAT MAY RESULT TO USER AND/OR ITS AFFILIATES, CUSTOMERS, AND ASSOCIATES, IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION RISKS INHERENT IN THE INSECURE AND NON-ENCRYPTED COMMUNICATIONS UTILIZED IN CONNECTION WITH THE CONTENT AND THE SERVICE.
17. Limitation of Liability
THE PARTIES AGREE AND ACKNOWLEDGE THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE SUM OF MONEY ACTUALLY PAID BY USER DURING OR FOR THE NINETY (90) DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY CLAIM OR POTENTIAL CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANY INDIVIDUAL, ENTITY, OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, COMPENSATORY, GENERAL, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING DAMAGE ARISING FROM DISCLOSURE OR DISSEMINATION OF USER’S INFORMATION, DISCLOSURE OR DISSEMINATION OF CONFIDENTIAL INFORMATION, DISCLOSURE OR DISSEMINATION OF USER DATA AND/OR CUSTOMER DATA, LOSS OF DATA AND/OR CONTENT, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF USE OR OTHER EXISTING AND/OR PROSPECTIVE ECONOMIC ADVANTAGE). THE PARTIES HERETO SPECIFICALLY WAIVE ANY RIGHT TO RECOVERY OF SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE, GOODWILL, ANTICIPATED SAVINGS, ANTICIPATED REVENUE, ANTICIPATED CONTRACTS, AND EXISTING CONTRACTS, WHETHER OR NOT PROPERTY MATRIX HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH LOSS.
THIS LIMITATION OF LIABILITY SHALL EXPRESSLY INCLUDE ANY AND ALL CLAIM(S) AND/OR POTENTIAL CLAIM(S) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THE CONTENT AND/OR WITH PROPERTY MATRIX, INCLUDING BUT NOT LIMITED TO THE USE OF THE SERVICE, INABILITY TO USE THE SERVICE, ERRORS MADE BY THE SERVICE (INCLUDING WITHOUT LIMITATION ERRORS, FAILURES, DOWN-TIME, OR TRANSACTIONS THAT ARE THE RESULT OF CODING ERRORS AND/OR “BUGS” AND/OR GLITCHES IN THE SERVICE AND/OR THE CONTENT), THE CONTENT, USER DATA, INABILITY TO USE THE CONTENT, AND/OR FOR ANY CONTENT OBTAINED BY, FROM, AND/OR THROUGH THE SERVICE AND/OR THE CONTENT, AS WELL AS ANY INTERRUPTION, INACCURACY, DELAY IN OPERATION OR TRANSMISSION, ERROR OR OMISSION (REGARDLESS OF CAUSE) IN AND/OR ARISING OUT OF THE CONTENT, 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.
THIS LIMITATION OF LIABILITY PROVISION SHALL APPLY TO ALL CAUSES OF ACTION ARISING IN ANY FASHION, INCLUDING AS RESULT OF NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENCE PER SE, RECKLESSNESS, FRAUD, INTENTIONAL MISCONDUCT, INTENTIONAL MISREPRESENTATION, NEGLIGENT MISREPRESENTATION, AND/OR ANY INTENTIONAL OR UNINTENTIONAL ACT AND/OR OMISSION. THIS LIMITATION OF LIABILITY PROVISION EXPRESSLY INCLUDES ALL CONTRACTUAL, EXTRA-CONTRACTUAL, AND TORT CLAIMS AND CAUSES OF ACTION, AND ALL DIRECT, INDIRECT, AND/OR DERIVATIVE CLAIMS BY ANY PARTY AGAINST PROPERTY MATRIX, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR ANY AND ALL DAMAGES AND/OR HARM, INCLUDING WITHOUT LIMITATION AT EQUITY AND AT LAW. THIS LIMITATION OF LIABILITY PROVISION SHALL BE BINDING ON ALL PARTIES SUBJECT TO AND/OR BOUND BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY INDIVIDUAL, GROUP, PERSON, ENTITY, AND/OR USER WHO ACCESSES THE SERVICE AND/OR THE CONTENT, AND CANNOT BE MODIFIED, NARROWED, OR BROADENED BY EITHER PARTY HERETO ABSENT A WRITTEN MODIFICATION EXPRESSLY REFERENCING THIS AGREEMENT, WHICH WRITTEN MODIFICATION CAN ONLY BE EFFECTIVE IF VOLUNTARILY SIGNED BY PROPERTY MATRIX.
18. Liquidated Damages
User and Property Matrix agree that both the User and Property Matrix have and will commit substantial resources to the implementation of the Content and the Service, and that by implementing the Content and the Service the User and Property Matrix may be exposed to loss and/or damage(s) in connection with the use, implementation, and reliance on the Service and/or the Content. User and Property Matrix acknowledge and agree that it would be difficult and impractical for the parties to determine the actual harm, if any, to User in the event of any failure, defect, error, or fault of the Content, the Service, or of Property Matrix and/or its staff, employees, technicians, directors, officers, and agents, whether such failure, defect, error, or fault was caused by the action, inaction, omission, intentional act, negligent act, wrongful act, willful act, unintentional act, and/or any other reason whatsoever of any individual, entity, software, and/or hardware, including without limitation any unintentional actions, conduct, consequences, results, and/or transmissions by, through, using, and/or due to the Service and/or the Content. Notwithstanding such difficulty, User and Property Matrix hereby agree to quantify and monetize any and all damage, harm, and impairment that User and/or any individual, entity, person, and/or group that may use, access, or rely on the Service and/or the Content, may suffer as result of any reason whatsoever in connection with (i) the Service; (ii) the Content; and (iii) Property Matrix, setting such quantified and monetized damage at a liquidated damages sum of seven hundred and fifty dollars ($750.00) for all acts, damages, harm, losses, claims, and/or impairment, that User may incur in any twelve (12) month period, irrespective of whether the damage, harm, or impairment was/were caused by a single event, a multiplicity of events, a single action or inaction, or a multiplicity of actions or inactions, whether inadvertent, intentional, or otherwise.
19. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement or for any damage or loss due to any event or circumstance beyond its reasonable control including, but without limitation, any delay, failure, damage or loss due to fire, flood, theft, storm, explosion, data connectivity issue, transmission errors, internet connection issues, satellite interference, communications errors, any act of God, industrial disturbance, failure of electrical supply or telecommunication networks, vandalism, sabotage or civil disturbance (“Force Majeure”). No later than twelve (12) months after discovery of the existence of the Force Majeure event, the party claiming the existence of Force Majeure shall give notice in writing to the other party specifying the cause and extent of the event(s), error(s), inability to perform, or other failure(s), and/or its failure or inability to comply with its obligations, and the likely duration of such delay or non-performance, or of the indefinite termination of the subscription, and shall take all reasonable steps to remedy or abate the Force Majeure. Non-performance by either of the parties of any of its obligations under this Agreement shall be excused during the time and to the extent that such performance is prevented or hindered, wholly or in part, by Force Majeure.
20. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages. To the narrow and limited extent that any of the foregoing disclaims liability for warranties or liability which may not be disclaimed under the governing jurisdiction interpreting or enforcing this Agreement, so disclaimers shall not apply to User. In such an event, User expressly assumes onto itself the risk of loss, risk of harm, and risk of any and all damages resulting from any breach of any such non-excludable warranty or limitation of liability. In the event that any portion, provision, clause, or phrase, of this Agreement is determined by a Court of competent jurisdiction to be invalid, unlawful, or unenforceable, such portion, provision, clause, or phrase shall be severed from the remainder of this Agreement and shall not in any respect nullify, void, or otherwise impair the enforceability of the remainder of this Agreement. The parties desire that any adjudicating body enforcing this Agreement give effect to its purpose and intent to the fullest extent as permitted by law. The unenforceability of any provision(s) hereto shall in no way affect any other provision hereto, and further shall not alter the validity or enforceability of any other provision hereto.
21. Local Laws and Export Control
The Service 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 Property Matrix, the Service, the Content, and the website shall not be used in, 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 (hereinafter 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 strictly comply with all U.S. and European Union laws, regulations, and export procedures and mandates as may be promulgated from time to time by the applicable export or trade commissions, and assumes sole responsibility for obtaining licenses to operate or use the Service and the Content where such license(s) or prior approvals may be required. Property Matrix and its licensors make no representation that the Service and or the Content is appropriate, suitable, or fit to be available for use in locations outside the United States of America. To the extent that User attempts to or in fact does use, access, or otherwise implement the Service in areas outside the United States of America, User is solely responsible for all risks associated with such use, and User is further solely responsible for ensuring compliance with all applicable laws, including without limitation taxation, export and import regulations, and any and all other applicable rules and regulations of the United States of America, the State of California, and of other countries, jurisdictions, and magistrates. User expressly assumes all risk of liability, harm, and loss, associated with violation or non-compliance with any applicable statute, law, regulation, or mandate by any governing or regulating body, agency, or authority. Any diversion and/or misuse of the Content and/or of the Service is prohibited. Any access to, use of, and/or reference to, the Service and/or the Content in any manner that is contrary to the laws of the United States of America and/or of the State of California, and/or of any applicable jurisdiction, is prohibited.
Property Matrix may give notice by means of a general notice on the Service, electronic mail to User’s e-mail address on record in Property Matrix’s User information, a message-box alert to the User in connection with the use of the Service, or written communication sent by first class mail to User’s address on record in Property Matrix’s User information, as Property Matrix may from time to time determine in its sole and absolute discretion. Such notice shall be deemed to have been given to User, and have been received and read, upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail) or twenty four (24) hours after transmission (if sent by any electronic method including a message-box alert as hereinabove described). User may give notice to Property Matrix as follows: The communication shall be sent by confirmed facsimile to Property Matrix at (800)-575-3519, with a copy to follow delivered by a nationally recognized overnight delivery service to Property Matrix at the following address: Property Matrix, 6041 Bristol Pkwy #200b, Culver City, CA 90230, United States. Notice to Property Matrix shall be deemed given upon the expiration of seven (7) calendar days of receipt of the communication by Property Matrix.
23. Modification to Terms
Property Matrix reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon the expiration of twenty-four (24) hours of posting of an updated version of this Agreement on propertymatrix.com. User assumes responsibility for regularly and routinely reviewing and inspecting this Agreement and the Agreement posted on propertymatrix.com as it may be amended from time to time. Continued use of the Service for a period of more than twenty four (24) hours after a revised Agreement is posted shall constitute User’s consent to any and all changes, amendments, and/or revisions to this Agreement, expressly agreeing to be bound by any and all such modifications, revisions, amendments, and revised policies as Property Matrix may post on propertymatrix.com from time to time at its sole discretion. In the event that User objects to or otherwise rejects any amendment, revision, provision, modification, or alteration to this Agreement as may be amended or revised from time to time, User agrees to and acknowledges that User must (1) notify Property Matrix in writing of any such dispute or objection within seven (7) days of the posting of such amended Agreement or amendment to this Agreement on propertymatrix.com; and (2) discontinue all use of Property Matrix, the Service, and the Content.
User may not assign any of the rights conferred pursuant to this Agreement and/or the Service, including without limitation the access to the Service and the Content without the prior written approval of Property Matrix, which approval Property Matrix may at its sole discretion refuse. Property Matrix’s written consent is required to effectuate an assignment of this Agreement to (i) a parent or subsidiary of User; (ii) an acquirer of assets of User; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Property Matrix may terminate at its sole discretion any User and any User account which is deemed in violation of this provision by Property Matrix in its sole and absolute discretion at any time without any prior notice thereof.
No text or information set forth on any other Email, verbal communication and/or representation, written communication, purchase order, preprinted form or document shall modify, alter, or limit the terms and conditions of this Agreement. No joint venture, partnership, employment, or agency relationship exists between User and Property Matrix. The failure of Property Matrix 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 Property Matrix in a writing signed by Property Matrix. This Agreement comprises the entire agreement between User and Property Matrix and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding Property Matrix, the Service, and the Content. This Agreement shall not be construed against the party preparing it, but shall be construed as if all parties bound by this Agreement jointly prepared it, and any uncertainty or ambiguity shall not be interpreted against any one party. The captions and headings of the various sections or paragraphs of this Agreement are for convenience only, and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. The parties bound by this Agreement acknowledge that this Agreement is entered into voluntarily by each of them, without any duress or undue influence on the part of or on behalf of any of them.
26. Venue and applicable law
This Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state courts located in the County of Los Angeles, State of California, United States of America.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to email@example.com.
Copyright 2018 Property Matrix. All rights reserved.
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