In these terms "you" and "your" refers to you the Customer, while “we,” “us,” and “our” refers to Tenant Turner. The term “both” refers to you and us.
Services and Products.We will provide our services and products, and we may make changes to them. We will not pay for your computer nor your internet access, of course.
- Both agree that we will provide the Services and Products described in each Sales Order for the term stated in the Sales Order, if applicable. The Services and Products may be provided through the use of our website (the “Site”) and may involve us using or making available to you certain software and other tools or services owned by or licensed to us (the “Software”).
- We reserve the right to make modifications to the Services and Products, the Site, or the Software during the term of any Sales Order provided such modifications do not have a material adverse effect on the functionality of the Services and Products.
- You will be responsible for obtaining and maintaining at your expense all computer hardware, software, communications equipment, and connections necessary to access and use the Services and Products. You shall also be responsible for maintaining the security of your equipment, Tenant Turner account, passwords, and files, and for all uses of your account or equipment with or without your knowledge or consent.
Payment for Services and Products.You agree to pay for the services and products.
- You agree to pay per the terms in your Sales Orders.
- You will be responsible for and agree to pay all sales, use, value-added, excise and other taxes, if any, relating to the Sales Orders other than taxes based on our net income.
- We reserve the right to modify the prices and rates we charge for the Services and Products when your Sales Order automatically renews by providing at least thirty (30) days prior written notice to you. Modified prices and rates will become effective at the beginning of the next renewal term for the Services and Products described in the Sales Order.
- If you believe we billed you incorrectly, you must contact our customer support team within sixty (60) days of the invoice in which the error occurred in order to receive an adjustment or credit.
Term and Termination.We don’t want to see you go, but here's what happens if you do.
- The initial term for the Services and Products with a service term specified on the Sales Order will be the service term as stated.
- You may terminate a Sales Order with or without cause within the first thirty (30) days of the initial term—our money-back guarantee period—and we will refund any charges for the Software you have paid under the Sales Order.
- You may terminate a Sales Order any time without cause prior to scheduled termination with at least thirty (30) days written notice to us.
- If we terminate one of your Sales Orders, we may terminate any and all of your Sales Orders outstanding at that time.
- If either you or we terminate the Sales Order you will pay us (i) all fees and other amounts due with respect to Services and Products provided on or before the expiration or termination date, and (ii) all fees and other amounts payable, including financed purchases, for any CodeBox products shipped to you under the Sales Order. Additionally, if you terminate without cause, fifty percent (50%) of the remaining value of any Services and Products associated with the Sales Order will be due and payable to us at the time of termination.
- If your Sales Order expires or is terminated, (i) the license granted to you in connection with the Services and Products will terminate immediately and you will no longer have any right to use the Site, the Software, or any of our materials in connection with the Services and Products in the Sales Order and (ii) we will have no obligation to provide the Services and Products to you in connection with the Sales Order.
- If any payment is not paid when due, you agree to reimburse us for all costs of collection, including reasonable attorneys’ fees and costs.
License and Limitations.Your Sales Order gives you--and only you--the right to access our services and products.
- During the term of an applicable Sales Order, we grant to you a limited, nonexclusive license (i) to access and use the Site and the Software and (ii) to use any documentation provided to you by us in connection with the Services and Products, in each case for the periods and quantities purchased under the applicable Sales Order.
- This license is limited to you, and you may not resell it, sublicense it, lease it or otherwise make it available to any third party. This license is also limited to the quantity of units purchased by you under the applicable Sales Order.
Customer Support and Service Level.Our service and support game is strong.
- The will use commercially reasonable efforts to ensure the Services and Products will be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If you request maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond our control will also be excluded from any such calculation. Your sole and exclusive remedy, and our entire liability, in connection with the availability of Services and Products will be that for each period of downtime lasting longer than four hours, we will credit you 5% of non-product fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as you recognize that downtime is taking place and notify us in writing, and continues until the availability of the Services and Products is restored. In order to receive downtime credit, you must notify us in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Services and Products fees in any one (1) calendar month in any event. We will only apply a credit to the month in which the incident occurred. Our blocking of data communications or other Service in accordance with our policies may not be deemed to be a our failure to provide adequate service levels.
- We reserve the right to refuse registration of or cancel passwords we deem inappropriate or insufficient.
- We will provide customer support through online support ticket requests on weekdays during the hours of 9:00 am through 5:00 pm Eastern Time, with the exclusion of Federal Holidays.
- Customer may initiate a support ticket by in-app chat, by calling 1-888-976-4638 or by emailing firstname.lastname@example.org. Support contact information is subject to change from time to time as we may change support service vendors.
- We will use commercially reasonable efforts to respond to all support tickets within one (1) business day.
Confidentiality.We will respect each other’s information and property, including information about pricing and contracts.
- The confidentiality provisions contained in this Section 7 will apply (i) with respect to Confidential Information, at all times while any Services and Products are being provided under any Sales Order and for a period of two (2) years after all such Services and Products cease being provided under any Sales Order, and (ii) with respect to Trade Secrets, at all times that the Trade Secret constitutes a “trade secret” under applicable law.
- Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Our Proprietary Information includes (i) non-public information regarding features, functionality, and performance of the Service and Products, and (ii) data and information pertaining to tenant prospects (“Provider Data”). Your Proprietary Information includes non-public data you provide to us to enable the provision of the Services and Products (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party, or (v) is required to be disclosed by law.
Ownership of Property.You own your data but you let us use it, and we own our data and let you use it.
- Your rental listings and information and related materials provided by you for placement, syndication, storage, and/or use in or in connection with the Services and Products or on or in connection with the Site (“Customer Materials”) are and will remain the your property. You grants us an irrevocable, royalty-free, nonexclusive license to use, copy, display and distribute Customer Materials to the extent necessary to provide the Services and Products and/or to administer or maintain the Site.
- You have no right, title, or interest in or to any of the Services and Products, the Site, or the Software, and we or our applicable licensor will retain ownership of and full and exclusive rights in and to the Services and Products, the Site, and the Software and all related enhancements and modifications, including without limitation, ownership of and full and exclusive rights to all related copyrights and other intellectual property rights and full and exclusive rights to sell, license, market, assign, and modify the Services and Products, the Site, and the Software.
- You will own all right, title, and interest in and to the Customer Data. We will own and retain all right, title, and interest in and to (i) our data, (ii) the Services and Products, the Software, and all related improvements, enhancements or modifications, (iii) any software, applications, inventions or other technology developed in connection with Implementation Services and Products or support, and (iv) all intellectual property rights related to any of the foregoing. We grant to you unconditional, non-exclusive license to use our data related to tenants and tenant prospects for the duration of the term of the Products and Services in the Sales Order.
Intellectual Property Indemnity.You are not responsible if our software is found to infringe upon someone else’s property.
- If any third-party claim is made against you for which we may be required to provide indemnification under Section 9(a) above, (i) you will promptly notify us in writing of such claim, in no event later than ten (10) days prior to the date on which a response to the claim is required, (ii) we will have full authority, at our option, to defend such claim and you will provide reasonable assistance in such defense, and (iii) we will have full authority, at our option, to control the defense of such claim at our expense and all negotiations for the compromise and settlement of such claim.
- The agreements contained in this Section 9 constitute our exclusive liability and responsibility for, and your exclusive remedy regarding, any claim that the Services and Products, the Site, or the Software infringes or otherwise violates any patent, copyright, trademark or servicemark of a third party.
Customer Indemnification.You will use our Services and Products lawfully and protect us if you don’t. You represent, covenant, and warrant that you will use the Services and Products only in compliance with our standard published policies then in effect and all applicable laws and regulations. You agree to indemnify, defend, and hold us harmless from and against any damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys’ fees, incurred by us or a licensor as a result of or in connection with any third-party claim that (i) any of your materials infringes or otherwise violates any patent, copyright, trademark, service mark, trade secret, or other intellectual property right of a third party, and/or (ii) your screening, assessment, leasing policies or practices, or improper use of the Software or Services, violates any applicable housing, data protection, privacy or other law or regulation. Although we have no obligation to monitor your use of the Services and Products, we may do so and may prohibit any use of the Services and Products we believe may be (or alleged to be) in violation of the foregoing.
Liability Limitations.You agree we have limited liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, WE AND OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO US FOR THE SERVICES UNDER ANY APPLICABLE SALES ORDERS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT CAUSING THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Representations, Warranties, and Disclaimers.You’re real, and we’re real, and we’re making some promises to each other.
- We further represent and warrant to you that (i) we will provide the Services and Products substantially according to written specifications we publish and substantially according to any Services and Products descriptions specified in an applicable Sales Order or in any related Statement(s) of Work, and (ii) we will use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services and Products in a manner that minimizes errors and interruptions in the Services and Products and will perform any services Services defined in any Statement(s) of Work in a professional and workmanlike manner. Services and Products may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control, but we will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
- You further represent and warrant to us that all of the following comply and will comply with all federal, state and local fair housing, data protection, privacy and other applicable laws and regulations: (i) the questions and other materials included or used in connection with the rental listings posted or submitted by or on your behalf through the Services and Products, (ii) the questions and other materials and technology you use in screening or making leasing decisions regarding potential tenants, (iii) your other leasing practices, including without limitation, the use of any results of any screening or assessment Services and Products we provide, and (iv) your leasing decisions. In addition, you represent and warrant to us that you will not use the results of any screening or assessment Services and Products provided per an applicable Sales Order to discriminate against tenant prospects or current tenant in violation of any federal, state or local employment or other applicable laws or regulations.
Restrictions and Responsibilities.Please be kind and don’t try to monkey with our software or property.
- You agree you will not nor attempt to (i) modify, adapt, reverse engineer, decompile, disassemble, reverse assemble or otherwise attempt to discover the source code or underlying algorithms or know-how of any of the Services and Products, the Site, or the Software, (ii) create any derivative works from any of the Services and Products, the Site, or the Software, (iii) access or use the Services and Products, the Site, or the Software for any illegal, unlawful, threatening, abusive, harassing, or obscene purpose or for any other purpose prohibited by our policies in place from time to time, (iv) post or otherwise provide any false, misleading or dishonest information or other content on, through or in connection with the Services and Products or the Site.
Miscellaneous.You know that drawer in your kitchen…
- During the initial or any renewal term of any applicable Sales Order and for a period of one (1) year after the expiration or termination of such Sales Order, you may not, without our prior written consent, either directly or indirectly, solicit or attempt to solicit, divert or hire away any of our employees or contractors.
- Neither you nor we may assign any Sales Order, in whole or in part, without the prior written consent of the other party, and any attempt to assign that is not in accordance with the foregoing will be null and void and of no force or effect. Notwithstanding, we may assign any Sales Order to any purchaser of all or substantially all of our assets.
- The Sales Orders and any other documents included as part of or relating to the Sales Orders may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The Sales Orders and any other documents included as part of or relating to the Sales Orders may be executed by exchange of manually signed originals or facsimile copies or by exchange of electronic signatures through any electronic signing service or process we approve.
- At our request, you will work together with us in good faith to issue at least one mutually agreed upon press release or other marketing notice within 90 days of the Sales Order Date, and you agree to reasonably cooperate with us to serve as a reference account upon request, including but not limited to our use of your logo and likeness in marketing materials.