The use of any services, which require payment to access, as well as any free trials (“Paid Services”) shall be subject to the Paid Services section of this agreement.
Violation of any of the terms below will result in the suspension or termination of your account without a right to any refund if you have subscribed to any paid Services.
You agree not to use the account, username or password of another user at any time or to do anything else that might jeopardize the security of your or another user’s account. You agree to notify us immediately of any unauthorized use of your account. If we have reasonable grounds to suspect violation of these terms or that registration information you have provided is untrue, inaccurate, outdated, or incomplete, we may terminate your account without refund and refuse current or future use of any or all of the Services. We are not responsible for any loss or damage to you or any third party that may be incurred as a result of any unauthorized access and/or use of your account, or otherwise.
You, as an individual, as well as the party who employs you or has otherwise authorized you to access the Services under a separate agreement with Buildium will be responsible for maintaining the security of your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your personal account and any of your uses or misuses of the responsible organization’s account.
DESCRIPTION OF OUR SERVICES
The Paid Services provide features that may or may not be available in the free version of our Services. Unless otherwise agreed in writing, the Paid Services will be governed by the following terms. For Paid Services, you or the party who has authorized you to access the Service must have agreed with Buildium whereby they agree to pay us the applicable subscription fee until the expiration of the agreed upon term (monthly or annual) or cancellation of your subscription in a manner agreed upon with us. Unless otherwise specified in a mutually executed Agreement with you or the party authorizing you. Add on services are available a la carte and are billed monthly in arears. Your subscription will automatically renew for the subscription period you choose (e.g., monthly or annual) unless you update account settings at least thirty (30) days prior to the expiration of the subscription period. All subscription fees are earned in full when paid and are not refundable. You shall be responsible for, and shall pay Buildium for all applicable taxes, duties or charges or any kind, including but not limited to sales and use tax, which may be levied upon either party in connection with the service delivered to you in this agreement. We will not issue refunds or credits for partial periods of service, upgrade/downgrade refunds, or refunds for unused time with an open account. To treat everyone equally, no exceptions to this practice will be made.
CANCELLATION AND TERMINATION
Upon cancellation of any account, all of the content you have created and posted through the Services (“User Content”) may be immediately deleted and may not be recovered once your account is cancelled. We do not accept any liability for loss of your User Content due to cancellation of your account. If you cancel the Service before the end of your current paid up subscription period, i.e., monthly, annually, or multi-year, your cancellation will immediately take effect and you will not be charged again after the then current subscription period has ended, but there are no pro-rations to your paid license for the month that you terminated early.
We further reserve the right to disable or deactivate unpaid accounts. In the event of such termination, all data associated with such an account may be deleted. We are not obligated to provide you prior notice of such termination.
CONDUCT WHEN USING THE SITE AND SERVICES
Any intellectual property rights that you have with respect to any User Content you store on our Services, or which you may deliver to us for use in connection with the Services (which for purposes of this Content Rights section is hereby included in the definition of User Content) remains yours. You grant us a non-exclusive, world-wide, fully-paid up, sub-licensable, transferable, limited license to access, copy, modify, use, distribute, store, transmit, reformat, list information regarding, edit, translate, make derivative works of, publicly display and publicly perform such User Content to the extent needed to provide our Services to you. The license you grant us is non-exclusive (meaning you are free to license your User Content to anyone else in addition to Buildium), fully-paid and royalty-free (meaning that we are not required to pay you for the use on the Services of the User Content that you post), transferable and sub-licensable (so that we are able to use our affiliates and subcontractors such as Internet content delivery networks to provide the Services), and worldwide (because the Internet and the Services are global in reach).
All intellectual property rights to content created by us, whether or not it was made available to you or published for you pursuant to the Services or otherwise, to the extent that it is not User Content is strictly ours (“Buildium Content”). We grant you a limited, non-exclusive (meaning we are free to license our Buildium Content to anyone else in addition to you), non-transferable and non-sub-licensable license to access, modify, use, transmit, reformat, and edit the Buildium Content to the extent needed solely using the Services.
You are solely responsible for your User Content and the consequences of its transmission. You are further responsible for ensuring that you do not make any private content publicly available in violation of anyone’s privacy or confidentiality rights. Any third party content that you may receive through the use of the Services from your customers or otherwise is provided to you via the Services is provided AS IS for your information and personal use only and you agree not to use or otherwise exploit such content for any purpose without the express written consent of the person who owns the rights to such content. We make no warranties, express or implied, as to the third party content or to the accuracy or reliability of the third party content or any material or information that you receive through our Services.
By posting User Content through the Services, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information — that:
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
impersonates any person or entity, including any of its employees or representatives.
PLATFORM & SOFTWARE RIGHTS
Except as expressly set forth herein, Buildium alone will retain all intellectual property rights relating to the Platform or the Software, as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Platform and/or the Software, which are hereby assigned by you to Buildium.
RIGHT TO ANNOUNCE OUR RELATIONSHIP
By subscribing to either our free Services or Paid Services, you grant us the limited right and license to list and display your name, trademark, and logo in connection with our customer lists and marketing materials in print or on the web to announce that you are using our Services. You may terminate this right and license upon written notice to us once your Account has been terminated. You will have the right to disclose your use of our Services but not the terms or specifics (including pricing terms) of your relationship with us, unless we approve such disclosure in writing prior to such disclosure.
Buildium reserves the right to restrict the maximum number of API requests per client, and make changes to our APIs, including, without limitation, creating new or enhanced versions of any API or related component. If the changes made by Buildium to an API affect any portion of Your integration, You will be responsible for making any changes as necessary to maintain proper functioning of Your corresponding integration. If the changes made by Buildium to an API cause Your integration to no longer function as designed or intended (through no fault of Your own), and You choose not to make such changes as are required to correct the problems, You will have the right to terminate Your license with respect to such API. If Your use of an API causes the corruption of data within the platform, You acknowledge and agree that (i) Buildium has no responsibility to fix the corrupted data, and (ii) Buildium may charge you for its reasonable costs incurred to the extent it chooses to fix the corrupted data.
DISCLAIMER OF WARRANTIES
ALL MATERIALS, CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
You expressly understand and agree that Buildium shall not be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Buildium has been advised of the possibility of such damages), resulting from any cause including: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE TOTAL LIABILITY OF BUILDIUM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED THE LESSER OF TEN THOUSAND DOLLARS ($10,000) OR THE AGGREGATE OF THE FEES PAID TO BUILDIUM HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You agree to defend, indemnify, and hold Buildium, Inc. and our affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the Site or Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
You understand that Buildium uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services and Buildium is not responsible for the shortcomings of any such third parties.
You shall pay to All Property Management the fees and charges described in the Insertion Order, as such fees and charges may be amended from time to time by mutual agreement of the parties. Without limiting the generality of the foregoing, you acknowledge and agree (i) that All Property Management’s media pricing is subject to change in response to your fluctuating lead demand, (ii) that often such fluctuations occur with such frequency that price adjustments by written agreement is not practicable, and (iii) that in such situations, both lead requirements and the corresponding price adjustments are discussed and agreed to in telephonic and/or email communications. You agree that in such circumstances, All Property Management’s records shall be conclusive proof of the agreed upon lead fee payable by you for the related leads under the then current Insertion Order.
Except as limited in this Section, you may dispute payment for any lead that does not include any valid contact information by providing proof that the contact information is not valid. All such disputes must be submitted via email in writing to All Property Management within fourteen (14) calendar days from the date the lead in question is delivered to you, together with an electronic report identifying the disputed lead and the reason that such lead is disputed. All Property Management shall review disputed leads and corresponding reports and respond in a commercially reasonable time period and may, in its sole discretion, issue a credit for all or any portion of such disputed leads, provided that you return the rejected User Information (as defined below) to All Property Management and destroy all copies or record of such data that may exist, in whatever form or medium, in your database. Leads not disputed within such fourteen (14) day period shall be deemed accepted and payable by Company. In addition and notwithstanding the foregoing, use by you of a lead or any element of the User Information contained in such lead shall be deemed your acceptance thereof and payment therefor shall be due.
To the extent you are executing this Agreement as an agent for the third-party principal (“Principal”) identified on the Insertion Order, you hereby represent and warrant to All Property Management that it is the duly authorized agent of Principal with authority to bind Principal to the terms of this Agreement, and that Principal is hereby bound to the terms of this Agreement with the same effect as if executing this Agreement on its own behalf. In the event of nonpayment by Principal for services performed by All Property Management hereunder, you agree to and do hereby assign all rights to collection of such delinquent amounts (“Delinquent Payments”) to All Property Management who may, at its sole option, undertake to collect such amounts directly from Principal. You represent that it is authorized to make such assignment, and you agree to provide all reasonable assistance to All Property Management in the collection of such accounts. Provided that you assign collection rights of Delinquent Payments to All Property Management and reasonably assist in the collection thereof as herein described, All Property Management shall look solely to Principal for payment thereof.
Unless earlier terminated in accordance with the termination rights herein set forth, this Agreement shall commence as of the Effective Date set forth in the initial Insertion Order, and shall remain in effect until all Insertion Order(s) hereto have expired or terminated, as the case may be. Either party may terminate this Agreement at any time for cause or convenience by providing the other party not less than thirty (30) days prior written notice.
Unless otherwise approved by All Property Management in writing, you shall not use, purchase and/or bid on any pay per click advertising, premium search sponsorships or featured search listings involving an All Property Management-branded term, including without limitation, All Property, All Property Management, and any similar names, common misspellings, combinations and arrangements of any of the foregoing (together, “Search Terms”). In addition, such prohibited Search Terms must be defined as a “negative match” when bidding on search engine traffic in connection with the promotion by you, directly or indirectly, of your services.
The following additional terms apply to Buildium’s provision of Rent Reporting Services (“Rent Reporting Services”) selected by a resident (“Resident”) at one or more residential real estate properties owned or managed by you. You acknowledge that Buildium will market the services to each Resident and will maintain a direct relationship with each Resident that elects to enroll in the Rent Reporting Services. You agree to cooperate with Buildium to facilitate the provision of the Rent Reporting Services, and that you and Buildium may enter into additional terms regarding such facilitation of the Rent Reporting Services. You agree that provision of the Rent Reporting Services may involve the provision of Resident data to national credit bureaus and other data providers, who may use such data for any lawful purpose. Accordingly, you acknowledge and agree that you may have obligations under the Fair Credit Reporting Act (“FCRA”) to such bureaus.