1.1. Fees for Services.
You agree to pay SatisFacts any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you in each order form (“Order”). All invoiced amounts are due upon receipt. SatisFacts will not perform new Services until the invoiced amount is paid. Fees paid by you are nonrefundable, except as provided in these Terms or when required by law.
1.2 Revision Services.
SatisFacts will allow revisions to its survey product once a year in conjunction with the setup of a new Service or upon renewal. Additional revision requests may incur fees at the rate of $250 an hour.
1.3. Overage Fees.
Unless otherwise stated, any overage fees incurred by you will be invoiced upon incurring overage fees. Overage fees must be paid within thirty days of receipt of the invoice. Failure to pay overage fees when due may result in the applicable Service being limited, suspended or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.
1.4. Price Changes.
SatisFacts may change the fees charged for the Services at any time, provided that, the pricing and payment terms on each Order will remain in effect until expired or terminated. SatisFacts will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Services before the change becomes effective.
Unless otherwise stated, you are responsible for any taxes (other than SatisFacts’ income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay SatisFacts for the Services without any reduction for Taxes. If SatisFacts is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide SatisFacts with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.
2.1 Your Privacy Obligations.
Our Services may require you or a third party to provide us with a list of residents associated with your properties (“Residents”). You must inform Residents about the general collection, use, and disclosure of personal information collected about them and obtain the corresponding consent to such collection, use, and disclosure. All personal information must only be from Residents over the age of 18 years and will not subject SatisFacts to liability under the Children’s Online Privacy and Protection Act.
2.2. Your Compliance Obligations.
You will comply with all applicable laws and regulations. Particularly, you must comply with the consent requirements under CAN-SPAM Act of 2003 and, if applicable, the Canadian Anti-Spam Law (“CASL”). All Residents must have expressly opted in to, or otherwise validly and expressly consented to, receiving communications from you and your affiliates, including us. If you receive an unsubscribe request or a Resident withdraws consent, you will send the unsubscribe request to [email protected] within 5 business days.
2.4 Our Compliance Obligations.
Email messages sent in connection with a SatisFacts survey will contain an “unsubscribe” link that allows Residents to remove themselves from our email messages. We will actively manage and process unsubscribes requests received by Residents directly within ten days of submission, and we will update the SatisFacts email lists and address books to reflect the unsubscribe requests.
All material and products available through the Services, including, but not limited to, software, software documentation, all informational text, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All Company trademarks and service marks, logos, slogans, and taglines are the property of Company. All other trademarks, service marks, logos, slogans, and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed of Company without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.
We will provide you one User ID (defined below) for each account held by you, thereby permitting you access to the Materials, unless additional User IDs are requested and approved. You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information. Your failure to do so may result in the cancellation of your account and loss of Services. You further agree (a) not to provide User IDs to anyone who is not your employee, and (b) to ensure all individuals permitted to use the User IDs are aware of and have agreed in writing to comply with the terms of this Agreement.
Subject to this Agreement, we grant you a limited, revocable, non-transferable and non-exclusive license to use the Services and Materials through a user identification reference (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials, or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement.
You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on, or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement. You will not reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. For the purpose of clarity, any and all formatting and programming scripts provided by us for the export of resident data are the intellectual property of Company and may not be shared, copied or duplicated in any manner by or for you, prospective client, any of its representatives or agents.
Any use of the Materials for any purpose other than as specifically permitted herein or without our prior written consent or the prior written consent of our licensors, as applicable, is expressly prohibited. You further grant us the right to place disclaimers, our Company name, logo, and hyperlink in the footer of our Services. We reserve all rights not expressly granted in this Agreement.
The Services may include certain third-party software and services, which may require that you enter into a separate subscription or licensing agreements with third-party vendors. You will comply with and, upon request, execute, any agreements that may be required for the use of such software or services, and to comply with the terms of any license or other agreement relating to third-party products included in the Services or made accessible to you through the Services. Your use of the Services or of such third-party products or services will constitute your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use.
You agree that the Materials available through the Services are for informational and educational purposes. We are not responsible for the accuracy or completeness of Materials available from or through the Services. You assume full risk and responsibility for the use of Materials you obtain from or through our Services.
5.1. You Retain Ownership of Your Content.
You retain ownership of all of your intellectual property rights in your Content. SatisFacts does not claim ownership over any of your Content. Your Content includes Residents’ responses to our Services.
5.2 Your Obligations.
You will not allow SatisFacts to upload, post, email, distribute, communicate, transmit or otherwise make available any Content that you do not have the right to make available by reason or any law or contractual or fiduciary relationship. You acknowledge that a potential Resident may rely upon the Content when selecting a property and you agree that the Content you submit will be accurate, complete and not misleading in any respect. You are responsible for any Content that may be lost or unrecoverable through your use of the Services.
5.3. Limited License to Your Content.
You grant SatisFacts a worldwide, royalty-free, irrevocable and perpetual license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, (i) for the purpose of providing the Services to you, (ii) to display the Content on ApartmentRatings.com or other affiliate websites, and (iii) as otherwise permitted by SatisFacts’ privacy policies. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide SatisFacts with feedback about the Services, we may use your feedback without any obligation to you.
5.4. Storing and Scanning Your Content.
6.1. Keep Your Password Secure.
If you have been issued an account by SatisFacts in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not SatisFacts, are responsible for any activity occurring on your account (other than the activity that SatisFacts is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify SatisFacts immediately. Accounts may not be shared and may only be used by one individual per account.
6.2. Keep Your Details Accurate.
SatisFacts occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
6.3. Remember to Backup.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, SatisFacts will not be liable for any failure to store, or for loss or corruption of, your Content.
7.1. Legal Compliance.
You must use the Services in compliance with, and only as permitted by, applicable law.
7.2. Your Responsibilities.
You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
(a) You may not misuse our Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions that we provide.
(b) You may not circumvent or attempt to circumvent any limitations that SatisFacts imposes on your account.
(c) Unless authorized by SatisFacts in writing, you may not probe, scan, or test the vulnerability of any SatisFacts system or network.
(d) You may not deny others access to, or reverse engineer, the Services, or attempt to do so.
(e) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
(f) You may not use the Services to infringe the intellectual property rights of others or to commit an unlawful activity.
(g) Unless authorized by SatisFacts in writing, you may not resell or lease the Services.
(h) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless SatisFacts has agreed with you otherwise. You may not use the Services in a way that would subject SatisFacts to those industry-specific regulations without obtaining SatisFacts’s prior written agreement.
Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third-party providers. When you provide this information to us or give us access to these third-party accounts, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information, and passwords.
Our Services may contain links to other web sites owned by third parties (“Third Party Sites”). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability to the Services to log in to accounts that you have for services provided by third parties or want to use other services that can be integrated with our Services (“Third Party Services”). We are not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a SatisFacts account.
10.1. By You.
If you terminate an Order during your Services, you will not receive a refund unless you are terminating the Agreement for our uncured breach and have so notified us in writing, or unless a refund is required by law. Your Content stored on our systems and the Materials will no longer be available to you once an Order expires or terminates.
10.2. By SatisFacts.
SatisFacts may limit, suspend, or stop providing the Services to you if you fail to comply with these Terms (such as a failure to pay fees when due), or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. SatisFacts may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we suspend or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where SatisFacts may decide that we need to take immediate action without notice. SatisFacts has no obligation to retain your Content upon termination of the applicable Service.
11.1. Changes to Terms.
SatisFacts may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services and to account for new Services or functionality. Any changes will be posted to the location at which those terms appear. Changes will be effective no sooner than the day they are publicly posted. If you do not want to agree to any changes made to the terms of a Service, you should stop using that Services, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
11.2. Changes to Services.
SatisFacts constantly changes and improves the Services. SatisFacts may add, alter, or remove functionality from a Service at any time without prior notice. SatisFacts may also limit, suspend, or discontinue a Service at its discretion. If SatisFacts discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. SatisFacts may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND MATERIALS ARE PROVIDED “AS IS” AND SATISFACTS DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES OR THE MATERIALS. WITHOUT LIMITING THE FOREGOING, NEITHER SATISFACTS NOR ITS AFFILIATES WARRANT THAT ACCESS TO THE MATERIALS AND/OR THE SERVICES WILL MEET YOUR EXPECTATIONS, BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES SATISFACTS OR ITS AFFILIATES MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES OR THE MATERIALS. YOU EXPRESSLY AGREE THAT YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, SATISFACTS IS NOT RESPONSIBLE AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE. WE HAVE NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY MESSAGES AND OTHER COMMUNICATIONS OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICE.
FURTHER, WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY MAKE WITH RESIDENTS AND YOU WILL LOOK SOLELY TO SUCH PERSONS AND/OR ENTITIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS. YOU WILL BE SOLELY RESPONSIBLE FOR THE PROFESSIONAL AND TECHNICAL SERVICES YOU PROVIDE.
12.2. Exclusion of Certain Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SATISFACTS, ITS AFFILIATES, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SATISFACTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.3. Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF SATISFACTS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO SATISFACTS FOR USE OF THE SERVICES AT ISSUE DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
You will indemnify and hold harmless SatisFacts and its affiliates, officers, shareholders, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of the Services or a breach of these Terms, to the extent that such liabilities, damages, and costs were caused by you.
12.5 Exclusive Remedy.
IN THE EVENT OF ANY PROBLEM WITH THE SERVICES OR THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES AND THE MATERIALS.
12.6 Equitable Relief.
You acknowledge that Satitsfacts will be irreparably harmed and that there would be no adequate remedy at law for a violation of any of your covenants set forth in this Section 2. Therefore, it is agreed that, in addition to any other remedies that may be available to SatisFacts upon any such violation, SatisFacts will have the right to seek enforcement of such covenants by specific performance, injunctive relief or by any other means available to SatisFacts at law or in equity.
These Terms supersedes any written, electronic, or oral communication you may have had with us or any agent or representative thereof, and constitutes the complete and total agreement between the parties. If any portion of these Terms is found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any of these Terms, it will not be considered a waiver. This Agreement will be governed by the laws of the State of California, without reference to its conflicts of law rules, and the parties hereby submit to the exclusive jurisdiction and venue of the courts of Los Angeles County, California and the Central District Court of California, respectively. Such venue is designed to be mandatory, and not permissive, in nature. You will not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law, corporate restructure, to any affiliate or otherwise. These Terms do not confer any third party beneficiary rights. Each party is an independent contractor and not a partner or agent of the other. These Terms do not create an agency, partnership or joint venture and do not impose partnership or agency obligations or liability upon either party. The section titles in these Terms are for convenience only and have no legal or contractual effect. All notices and other communications required or permitted to be given by us to you under these Terms will be deemed to be properly given on the date when sent to your email address or postal address recorded for your account. All notices and other communications required or permitted to be given by you to us under these Terms will be deemed to be properly given on the date when sent by postal mail or private courier to 909 N. Sepulveda Blvd., 11th Floor, El Segundo, CA 90245, Attention: Legal Department.