LAST UPDATED ON 2/14/2018
- Legal Contract.
1.2 By utilizing the Services, the Website and/or by becoming a Customer via an executed Customer Agreement, you do hereby acknowledge the following:
- Company is neither a government nor quasi-government agency and neither represents nor speaks on behalf of any government or quasi-government agency.
- Company is solely and exclusively a data provider and is not in a superior position to locate, obtain or determine any data than anyone else may be in conducting his or her own due diligence concerning the data provided to you by Company and its employees.
- Company does not physically inspect any buildings.
- All data provided by Company is received and/or derived from sources that do not include physical inspection.
- Company is not responsible for – nor does it guarantee – the accuracy, completeness or correctness of all or any of the data provided to you.
- The Services are not a substitute for your own due diligence. They are intended to enhance and supplement your own due diligence.
- All data is provided to you for informational purposes only.
- Company does not verify any of the data as true, correct or complete in any respect.
- All data is provided to you “as is” and “as available” from various governmental and quasi-governmental agencies and other public databases.
- You assume all risk and liability for any actions you take, decisions you make or any other reliance you place on the information Company provides to you through the Services and/or the Website.
- Your payment of any fees to Company is separate from and not contingent upon any predetermined results or information Company conveys to you via the Services or Website or any analysis, opinion, or conclusions drawn or derived from the Services or Website.
- Company is under no obligation to make any affirmative disclosures to any individual or entity.
- Company does not provide legal advice.
- The Services may contain Confidential Information (as defined below).
2.2 Annual Tenant Safety Mailings
2.2.1 SiteCompli will provide its annual tenant notification mailing service (the “Mailing Service”) in connection with all of the residential buildings for which Customer has subscribed to the SiteCompli Core Monitoring Service unless otherwise expressly set forth noted in this Agreement (the “Qualified Buildings”).
2.2.2 During the term of the Agreement (the “Term”), subject to the terms and conditions set forth herein, SiteCompli will mail the tenant notification package to each tenant of Customer’s Qualified Buildings (each tenant hereinafter referred to as a “Unit”) between January 1 and January 15 of each year of the Term (the “Seasonal Mailing Period”) provided Customer has (1) confirmed in writing the final Unit list and any other building details as may be required by Company as necessary to perform the Service and (2) paid in full all Fees (defined below) due and owing pursuant to this Agreement not later than December 24 of the preceding year. Additionally, SiteCompli shall not be obligated to mail notification packages for any Qualified Building and/or Unit for which Customer has failed to provide SiteCompli with the information requested by SiteCompli for SiteCompli to perform the Service for such Qualified Building and/ or Unit. Any such failure by Customer shall not reduce the Fees payable by Customer. Each tenant notification package must include a response card that contains pre-paid postage in addition to other avenues such as an online response portal and telephone response system. Customer may track their tenant responses via SiteCompli’s online portal during the term of this Agreement provided they remain subscribed to the SiteCompli Core Monitoring Service.
- Commencement Date and Term. The Term of this Agreement shall commence on the date of the last signature below on this Customer Order Form (the “Commencement Date”). The Term shall thereafter automatically renew after each Seasonal Mailing Period for which the Service is provided (and the Per Unit pricing shall be the SiteCompli’s then current published Unit price) unless either Customer or SiteCompli provides written notice to the other not later than September 1 following such Seasonal Mailing Period that it wishes to terminate this Agreement. For example, this Agreement will renew after the January 1, 2018 – January 15, 2018, Seasonal Mailing Period, and will continue for the January 1, 2019 – January 15, 2019, Seasonal Mailing Period unless either Customer or SiteCompli provides written notice of termination of this Agreement to the other no later than September 1, 2018. Upon termination of the Service, SiteCompli shall deliver to Customer copies of any tenant response cards for Units in Customer’s Qualified Buildings which are then held by SiteCompli provided Customer requests such copies within 30 days of termination of the service. SiteCompli shall not be obligated to retain copies of any such tenant response cards.
- Term and Termination.
- Electronic Communications.
You agree to communicate with Company exclusively via email. Company may communicate with you in its discretion either via email or by posting notices on the Website. You do hereby agree that all notices, disclosures, and other communications that Company makes electronically to you satisfy any legal requirement that such communications be in writing and be delivered to you. If you do not agree to receive electronic communications, you must stop using the Services and/or the Website.
- Building List.
If you have an account with Company, you may provide Company via email with a written list of initial buildings for which you would like to use the Services (the “Building List”). You may add to or remove from the Building List at any time via email request to Company. Services and buildings on the Building List can be added or deleted at any time by you via email to Company. It is your responsibility to periodically check your Building List to ensure that all of the buildings of interest are included therein. Company assumes no responsibility for your Building List. Except as may be set forth in a Customer Agreement (as applicable) (i) all additions of buildings to the Building List will be billed for a full month as if the addition was made to the Building List on the first day of the month, and (ii) deletions of buildings from your Building List will take effect upon the requested deactivation date or when the current billing period as indicated on your latest invoice has ended, whichever is later. If the Customer Agreement or Services are terminated by either party, Company will provide you with a copy of your compliance information on file as soon as practicable in a machine-readable format at no additional charge provided that you have paid in full all fees due to Company and it is understood and agreed that you shall own all right, title and interest in and to your compliance information provided that you grant Company and its affiliates a perpetual, royalty-free, transferable license to use any such information in individual, aggregated or derivative form for purposes Company deems appropriate in its sole and absolute discretion.
- Delegate Account Holders.
- Export Rules.
- Third Party Referrals/ Links.
9.1 To the extent that Company provides referrals to consultants, vendors or other professionals (“Third Party Referrals”), such shall not be deemed to be an approval or endorsement thereof by Company. It is solely your responsibility to conduct your own due diligence regarding such Third Party Referrals. Interactions that occur between you and Third Party Referrals are strictly between you and the Third Party Referrals. Company does not assume any liability or responsibility for any Third Party Referrals.
- Representations and Warranties.
10.1 Company represents and warrants that (a) it has the right, power and authority to perform the Services, (b) the Services will be reasonably available to you, which may be subject to your systems and other factors not in Company’s control including, but not limited to, the availability of government databases, third-party networks or Internet connections.
- Payment of Fees.
- Prohibited Conduct.
- Violates or infringes the rights of others, including without limitation, patent, trademark, trade secret, copyright, publicity, or other intellectual or proprietary rights;
- Is, without limitation, libelous, obscene, threatening, defamatory, pornographic, profane, sexually explicit, abusive, harassing, intimidating, fraudulent, invasive of another’s privacy, tortiously interferes with another, or is otherwise objectionable, or which otherwise violates any law, rule or regulation or the rights of a third party;
- Forges email headers or otherwise disguises the origin of any communication;
- Impersonates any person, business or entity including Company and/or our employees or agents;
- Contains viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telephonic (including cable) equipment and/or is likely to harm Company’s or a third party’s computer system;
- Tests the vulnerability of the Website or the Services or circumvents any security mechanism used by the Website or Service;
- Allows for you or any third party to unlawfully access the computer and/or computer network of a third party;
- Discloses, harvests, or otherwise collects information, including email addresses, or other private information about any third party without that party’s express consent;
- Transmits junk mail, spam, surveys, contests, pyramid schemes, chain letters, or other unsolicited email or duplicative messages;
- Encourages conduct that constitutes a criminal act or that gives rise to civil liability;
- Attempts to or does reverse engineer, decompile, disassemble, or otherwise discover the source code of the Company’s software applications, processes, or other intellectual property;
- Attempts to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to the Website, through hacking, password mining, or any other means; and/or
INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
13.1 The information, data, software and analytics available through the Website and the Services is the property of Company or its information providers and is protected by copyright and other intellectual property laws, including protection as a collective work or compilation. Company shall retain all right, title and propriety interest (including without limitation all copyrights, trademarks, patents, and trade secrets) in and to all components of the Website and the Services including the designs, user interfaces, protocols, the “look and feel” of all screens and the organization and presentation of any of its components and you shall not acquire any proprietary rights thereto. You shall not alter or remove Company’s name, trademarks, copyright notices, disclaimers or other restrictive legends on the Website or the Services or any reports or information obtained through the Website or the Services.
13.2 You agree not to, and agree not to encourage or engage any third party to, undertake any effort to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of Company’s software, applications, processes, or other intellectual property.
13.3 Notwithstanding anything to the contrary herein, the Services may not under any circumstance be used or be permitted to be used in any manner that is competitive with Company’s distribution or sale of all or any part of the Services or of any other product or service distributed or sold by Company from time to time and in no event may any Services or any reports, data or information provided through the Services be provided to any person or entity who provides services which are competitive with the Services.
13.5 You cannot use any portion of the Services or the Website on a timeshare or service bureau basis or host, on a subscription basis or otherwise, or use any portion of the Website or Services for a third party. You may not use data-mining, robots, or any other data-gathering and extraction tools. You may not use webpage frames to enclose any part of the Website. You may not use any metatags or other hidden text that includes Company trademarks or trade names. You may not use the Services or the Website for any unlawful purpose.
13.6 Company will provide and authorize a password for each Delegate Account Holder. That password is personal to the Delegate Account Holder and such Delegate Account Holder is obligated to keep the user name and password confidential and may not share the password with any other person. You must promptly notify Company in writing when a person ceases to be a Delegate Account Holder so that Company may immediately disable such person’s password. You may change Delegate Account Holders and obtain new passwords for such Delegate Account Holders only upon providing written notice to Company. You, shall immediately notify Company in writing if any third party gains or has the potential to gain access to any of your passwords, and shall be fully responsible for any and all activities that occur under any password, whether conducted by an employee or a third party.
13.8 With respect to any information, feedback, questions, and/or comments (collectively, “Submissions”) that you provide us via the Website, you grant to the Company a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material, without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees, for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques, without attribution. You further represent and warrant that if you are not the owner of such material, that the owner of such material has expressly granted you the foregoing license. You acknowledge and agree that any other user of the Website may access, view, store or reproduce the material for that user’s personal use and that Company shall have no obligations of any kind with respect to any Submissions. In addition, you hereby waive all moral rights you may have in any Submissions sent to the Company by you.
14.1 The contents of the Website, Email Alerts, reports, and other communications, electronic or otherwise, are owned by Company and are subject to copyright protection and may not be reproduced, displayed, disclosed to third parties or published in full or in part without the prior written consent of Company. The Company grants to you a limited, non-exclusive, non-transferrable license to copy its content for your personal use, for example by downloading, printing, or saving to your individual storage medium. You must not remove or alter any proprietary notice included in the content. This limited license does not apply to any copyright protected materials on the Website that are owned by third parties. You are solely responsible for determining whether and under what conditions you may download, print, or otherwise use the copyright protected materials of third parties. You understand that any unauthorized use of Company’s or a third party’s copyrighted materials may subject you to the payment of damages, attorneys’ fees and disbursements and the grant of injunctive relief against you.
14.2 The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. SiteCompli reserves the right to remove any material on the SiteCompli Website which allegedly infringes another person’s copyright. If you believe in good faith that materials hosted by SiteCompli infringe your copyright, you (or your agent) may send us a notice requesting that the materials be removed, or access to them blocked. Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing: An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed. Please describe the work and, where possible, include a copy or the location (e.g., URL) of an authorized version of your work; A description of the material that you claim to be infringing, as well as its location on the SiteCompli Website; Your name, address, telephone number, and email address; A statement by you that you have a good faith belief that the disputed use of the materials is not authorized by the copyright owner, its agent, or the law; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices for the SiteCompli Website should be sent to: Matthew S. Kelman, Esq., 46 Southfield Avenue, Suite 400, Stamford, CT 06902. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.
Trademarks and service marks on the Website are the property of Company or other third parties, and are either registered, the subject of pending trademark applications and/or are common-law trademarks. You are prohibited from the use of any of Company’s trademarks and understand that any unauthorized use of Company’s trademarks or of a third party’s trademarks may constitute infringement and may subject you to the payment of damages, attorneys’ fees, and disbursements and the grant of injunctive relief against you.
- Confidential Information.
16.1 You and Company (the “Receiving Party”) each agree that certain information or materials which may be received from the other party (the “Disclosing Party”) hereunder is proprietary and confidential to such party. Such information or materials may include, but not be limited to, trade secrets, designs, concepts, technical knowledge, business, pricing, contract arrangements, customer lists, marketing and business plans, sales and marketing strategies, research and development activities, financial affairs, data and information systems, vendors, suppliers, orders, and employees, current or future business agreement prospects, relationships, strategies and/or goals and/or any other information and any proprietary ideas, non-public information of a technological, strategic, financial or business nature, computer software, user interfaces and any other non-public data or information concerning the business, customers or finances of the Disclosing Party, and any other information or materials provided by the Disclosing Party which is designated in writing by the Disclosing Party prior to or upon disclosure as being proprietary or confidential to such party (collectively, “Confidential Information”).
16.2 The Receiving Party shall treat all Confidential Information of the Disclosing Party with the same degree of care, but no less than commercially reasonable care, than that which the Receiving Party uses to protect its own Confidential Information of a similar nature. Except as otherwise expressly provided herein, the Receiving Party shall neither use, distribute nor disclose to any third party Confidential Information of the Disclosing Party, in whole or in part, without the Disclosing Party’s prior written authorization. Each party shall notify and inform its employees or consultants having access to the other party’s Confidential Information of the limitations, duties and obligations regarding use and non-disclosure of such Confidential Information. Confidential Information shall be used only by employees or consultants of the Receiving Party with a need to know, provided further that any such consultants shall first be required to execute a confidentiality agreement at least as protective of Confidential Information as the terms and conditions of this Agreement.
- Equitable Relief.
You understand and agree that due to the nature of the harm it would cause to Company if there were any unauthorized use of the Company’s intellectual property or Confidential Information, in addition to such other remedies which may be available to it hereunder, at law or in equity, Company may seek and obtain immediate injunctive relief enjoining such unauthorized use of the intellectual property or Confidential Information. You hereby waive any requirement that Company post a bond in seeking equitable relief. Company shall be entitled to recover from you all legal fees (including attorneys’ fees), costs and other expenses which Company incurs in connection with its enforcement of the provisions of this Agreement.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
- DISCLAIMER OF WARRANTIES.
YOU ACKNOWLEDGE THAT COMPANY IS NOT A GOVERNMENT OR QUASI-GOVERNMENT AGENCY AND DOES NOT REPRESENT OR SPEAK ON BEHALF OF ANY GOVERNMENT OR QUASI-GOVERNMENT AGENCY. THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY ON AN “AS IS” AND “AS AVAILABLE” BASIS TO YOU. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, COMPANY, ITS LICENSORS AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY PROMISES OF ACCURACY OR CORRECTNESS OF INFORMATION PROVIDED OR OMITTED OR OF ANY REFERRALS PROVIDED. YOU ACKNOWLEDGE THAT COMPANY IS NOT RESPONSIBLE FOR THE QUALITY, COMPLETENESS OR ACCURACY OF THE INFORMATION PROVIDED THROUGH THE SERVICES, AND THAT YOU SHOULD UNDERTAKE YOUR OWN DUE DILIGENCE DIRECTLY WITH ANY APPROPRIATE GOVERNMENT OR QUASI-GOVERNMENT AGENCY OR THIRD PARTY. YOU ASSUME ALL RISK AND LIABILITY FOR ANY ACTIONS TAKEN, DECISIONS MADE OR ANY OTHER RELIANCE ON THE INFORMATION PROVIDED THROUGH THE SERVICES. THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE.
- LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PROVIDED BY LAW, YOU AGREE THAT COMPANY AND ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS AND MEMBERS (“COMPANY PARTIES”) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL COMPANY’S LIABILITY FOR ANY AND ALL CLAIMS, CAUSES OF ACTION, LOSSES, OR DAMAGES IN CONNECTION WITH THE SERVICES EXCEED THE TOTAL AMOUNT THAT YOU PAID THE COMPANY FOR THE SPECIFIC SERVICES AT ISSUE FOR THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE TIME THE CAUSE OF ACTION ACCRUED. THE LIMITATIONS SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY AND THAT COMPANY WOULD NOT BE ABLE TO PROVIDE YOU WITH THE SERVICES WITHOUT SUCH LIMITATIONS.
COMPANY AND COMPANY PARTIES ARE NOT LIABLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES OR THE WEBSITE. TO THE MAXIMUM EXTENT PROVIDED BY LAW, UNDER NO CIRCUMSTANCES WILL COMPANY OR COMPANY PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANY USE OF THE SERVICES, THE INFORMATION PROVIDED ON THE WEBSITE, INFORMATION PROVIDED BY COMPANY, ANY CONTENT POSTED ON THE WEBSITE, ANY CONTENT TRANSMITTED TO USERS, ANY INTERACTIONS BETWEEN YOU AND COMPANY, OR ANY INTERACTIONS BETWEEN OR AMONG USERS OF THE WEBSITE, WHETHER ONLINE OR OFFLINE.
DISPUTES / NO CLASS ACTION / MISCELLANEOUS
- No Class Action
Even if applicable law permits class actions, Company and you each waive any right to pursue disputes on a classwide basis; that is, to either join a claim with the claim of any other person or entity, or assert a claim in a representative capacity on behalf of anyone else in any lawsuit, arbitration or other proceeding.
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