IMPORTANT — PLEASE READ THESE TERMS OF SERVICE (THE “TERMS”) CAREFULLY. THESE TERMS SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS GOVERNING THE ACCESS AND USE OF THE MANAGECASA SERVICE (DEFINED BELOW). BY CREATING AN ACCOUNT FOR THE MANAGECASA SERVICE, AND/OR USING OR ACCESSING THE MANAGECASA SERVICE IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, ACCESSING OR USING THE PLATFORM: (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW); (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), ON BEHALF OF THE INDIVIDUAL, ORGANIZATION AND/OR OR ENTITY SPECIFIED ON THE APPLICABLE ACCOUNT (THE “ACCOUNT”) REGISTERED FOR SUCH INDIVIDUAL, ORGANIZATION AND/OR ENTITY ON WHOSE BEHALF ACCESS TO THE MANAGECASA SERVICE WAS OBTAINED (THE “ACCOUNT HOLDER”); (3) YOU REPRESENT THAT ACCOUNT HOLDER IS ELIGIBLE TO ENTER INTO THESE TERMS PURSUANT TO THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1 BELOW; AND (4) YOU AGREE THAT ACCOUNT HOLDER IS ENTERING INTO THESE TERMS (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) WITH MANAGECASA, INC., A DELAWARE CORPORATION (“MANAGECASA”).
IF YOU AND/OR THE ACCOUNT HOLDER DO NOT AGREE WITH ALL OF THE TERMS AND CONDITION OF THESE TERMS, OR YOU DO NOT HAVE SUCH AUTHORITY TO BIND ACCOUNT HOLDER TO THESE TERMS, DO NOT CREATE AN ACCOUNT OR ACCESS OR USE THE MANAGECASA SERVICE (OR ANY PART THEREOF).
“Documentation” means any user manuals or documentation regarding the use of the ManageCasa Service provided or made available by ManageCasa to Account Holder.
“ePayment Service” means the ePayment service available as an add-on feature to the Platform that enables Property Managers and Service Providers to set-up payment transactions with other users to charge, receive, and/or make payments through the Platform (“Transactions”).
“ManageCasa Content” has the meaning given to such term in Section 12.1.
“ManageCasa Service” means the Site, Platform, Documentation, ManageCasa Content, and the ePayment Service and/or Marketing Page Service provided by ManageCasa to Account Holder pursuant to the Subscription Plan, and/or any Services purchased by Account Holder hereunder, as set forth in one or more Orders.
“Business Page Service” means the hosted business page service available as an add-on feature to the Platform that provides tools to self-publish a business or property website and/or webpages.
“Order” means a written or electronic order form entered into between Account Holder and ManageCasa, and/or any quote issued by ManageCasa to, and executed by, Account Holder, for the purchase of a Subscription Plan and/or Professional Services by Account Holder.
“Professional Services” means any professional services, including, without limitation, data migration services, implementation and/or integration services, and any other services provided by ManageCasa to Account Holder in connection with the ManageCasa Service, as set forth in one or more Orders.
“Property Manager” means an individual, entity, organization and/or association that access and use the ManageCasa Service to manage properties, including, without limitation, a homeowner, landlord, property manager, rental owner, or an owner association (e.g., Home Owner’s Association (HOA), Condominium Owner’s Association (COA), and/or Property Owner’s Association (POAs).
“Reports” means any statements, work order, invoice and/or report generated by Account Holder through the Platform, such as income statements.
“Sample Documents” means any sample lease forms or related documents made available by ManageCasa as part of the Platform.
“Service Provider” means a general contractor or other service provider that provides services to Property Managers.
“Site” means ManageCasa’s website located at https://managecasa.com.
“Subscription Plan” has the meaning given to such term in Section 4.1.
“Tenant” means an individual person that is a prospective or current tenant of a property managed by a Property Manager.
Account Holder must be at least 18 years of age or the age of majority in Account Holder’s jurisdiction to create an Account. Account Holder affirms that it is at least 18 years old or the applicable age of majority in Account Holder jurisdiction, and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms.
2.1 Changes to these Terms. ManageCasa reserves the right to update or modify these Terms at any time. Except as stated below, all updates and modifications to these documents will be effective from the day they are posted on the Site at https://managecasa.com/terms/. If ManageCasa makes any material changes to these Terms, ManageCasa will notify Account Holder of these changes by sending a notification to the email address we have on file for Account Holder, or, if ManageCasa does not have an email address on file, by posting a notice of the changes on the Site. It is Account Holder’s responsibility to regularly visit and review these Terms. If Account Holder does not agree to any updates or modifications to these Terms, terminate the Account and cease all use of the ManageCasa Service. Account Holder’s or any of its Authorized Users’ continued use of the ManageCasa Service (or any part thereof) after ManageCasa has posted the updated Terms, or, in the event of material changes, ten (10) days following the date ManageCasa first notifies Account Holder of such material changes either through email or the date ManageCasa posts the notice of such changes on the Site (as applicable), shall be deemed Account Holder’s acknowledgment and agreement to be bound by the revised Terms.
2.2 Additional Terms. When using particular services or materials through or in connection with the ManageCasa Service, Account Holder and its Authorized Users will be subject to any posted rules applicable to such services or materials that may contain terms and conditions or other operating rules, policies and procedures in addition to those in the terms (“Additional Terms”). All such Additional Terms are hereby incorporated by reference into these Terms. In the event of any conflict with these Terms and the Additional Terms, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms.
3.1 Accounts. To access and use the ManageCasa Service, Account Holder must register an Account and designate itself either as a Property Manager, Service Provider, or Tenant. In registering an Account, Account Holder agrees to provide and maintain up to date information that is true, accurate, current, up to date, and complete. In addition, Account Holder agrees that Account Holder will not (i) create an Account using a false identity or fictitious name or information, and/or (ii) create an Account or use the ManageCasa Service if Account Holder has been previously removed or banned by ManageCasa from use of the ManageCasa Service, or any part thereof. Account Holder understands and agrees that Account Holder is solely responsible for maintaining the confidentiality of and protecting Account Holder’s password for the Account. Account Holder is solely responsible for any activity originating from its Account, including, without limitation, activity originating from Authorized Users, regardless of whether such activity is authorized by Account Holder. Account Holder agrees to notify ManageCasa immediately of any unauthorized use of the Account. ManageCasa reserves the right to limit the number of Accounts that can be created from a computer or mobile device and the number of computer or mobile devices that can access an individual Account. If Account Holder is a Property Manager, Account Holder represents and warrants that Account Holder is the current or prospective owner of each property managed and/or added to the Account in connection with the Account Holder’s use of the ManageCasa Service, or is otherwise authorized to manage such properties on behalf of the current or prospective owner. If Account Holder is a Property Manager or Service Provider, Account Holder represents and warrants that it has obtained all governmental permits and licenses, necessary or required for Account Holder to use the ManageCasa Service in connection with its business purposes as a Property Manager or Service Provider (as applicable).
3.2 Administrators; Permissions. Account Holder must designate an administrator or administrators (each, an “Administrator”) to manage and administer the Account, including, without limitation, inviting Account Holder’s employees, contractors, and/or agents, and other users of the ManageCasa Service, to access and use the ManageCasa Service as an authorized user of the Account (collectively, “Authorized Users”). For the avoidance of doubt, “Authorized Users” as used in these Terms, include Administrators. In addition, an Administrator may set certain permissions and access rights to each Authorized User (“Permissions”). Account Holder acknowledges and agrees that depending on the Permissions granted to an Authorized User, such Authorized User may (i) subsequently invite or enable other Authorized Users with the same access and ability to use the ManageCasa Service, and such additional Authorized User will be deemed an Authorized User of the Account; and/or (ii) have the ability to view User Data, User Content, and information and content from any Third Party Integrations (defined below in Section 4.4) that are connected to the Account.
3.3 Authorized Users. Account Holder acknowledges and agrees that Account Holder is solely responsible and liable for inviting Authorized Users and the Permissions granted to Authorized Users by the Administrator(s) of the Account. Account Holder agrees that it shall not permit any person other than Authorized Users to access and use the ManageCasa Service and will ensure that its Authorized Users use the ManageCasa Service solely in accordance with these Terms. Account Holder acknowledges and agrees that Account Holder is solely responsible for the use of the ManageCasa Service by Authorized Users, and any breach of these Terms by any Authorized User will be deemed a breach by Account Holder.
4.1 Subscriptions. ManageCasa will provide access to the ManageCasa Service in accordance with the subscription plan selected by Account Holder from ManageCasa as set forth in the applicable Order (the “Subscription Plan”). Each Subscription Plan shall begin on the date Account Holder first signed up for the Subscription Plan, or on the start date specified in the applicable Order, and continue for the applicable subscription period (e.g., monthly or annually) selected by Account Holder for such Subscription Plan (the “Subscription Term”). Each Subscription Term will automatically renew for successive periods equal to the initial Subscription Term, unless Account Holder provides ManageCasa with written notice of non-renewal prior to the expiration of the then-current Subscription Term by email at firstname.lastname@example.org, subject line: “Notice on Non-Renewal” or by terminating the Account in accordance with Section 11.2.
4.2 Access to the Platform. Subject to Account Holder’s compliance with these Terms, ManageCasa hereby grants Account Holder a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited right during the Subscription Term to access and use, and permit its Authorized Users to (i) access and use, the Platform, over the internet, through the Account Holder portal designated and/or generated by ManageCasa for Account Holder, and (ii) access and view the ManageCasa Content, made available through the Platform, in each case, solely for Account Holder’s internal business purposes and in accordance with the terms and conditions of these Terms and subject to the applicable Subscription Plan obtained by Account Holder.
4.3 Restrictions and Prohibited Uses. Account Holder agrees that Account Holder will not, and it will not permit any third party (including, without limitation, any Authorized User) to:
(i) modify, adapt, translate or create derivative works based on the ManageCasa Service (or any part thereof);
(ii) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform;
(iii) distribute, license, sublicense, assign, transfer or otherwise make available to any third party the ManageCasa Service (or any part thereof);
(iv) use the ManageCasa Service, including, without limitation, and Sample Documents and Reports and other ManageCasa Content, for any other purposes that are not expressly permitted by these Terms;
(v) copy, store or otherwise access any information contained on the ManageCasa Service for purposes not expressly permitted by these Terms
(vi) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of ManageCasa or its suppliers on or within the ManageCasa Service (or any part thereof);
(vii) interfere with or disrupt the integrity or performance of the ManageCasa Service (or any part therefor), or any system, network or data or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the ManageCasa Service;
(viii) attempt to gain unauthorized access to the ManageCasa Service (or any part thereof), or its related systems or networks or avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ManageCasa or any of ManageCasa’s providers or any other third party (including another user) to protect the ManageCasa Service;
(ix) attempt to probe, scan, or test the vulnerability of any ManageCasa system or network or breach any security or authentication measures;
(x) display, mirror, frame or utilize framing techniques to enclose the ManageCasa Service or any individual element within the ManageCasa Service, ManageCasa’s name, any ManageCasa trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the ManageCasa Service, without ManageCasa’s express written consent;
(xi) use any meta tags, “hidden text”, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the ManageCasa Service, content, or the personal information of others without ManageCasa’s prior written permission or authorization;
(xii) use the ManageCasa Service (or any part thereof) to hack, spam, or phish ManageCasa or ManageCasa’s other users;
(xiii) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the ManageCasa Service to send altered, deceptive or false source-identifying information;
(xiv) use the ManageCasa Service to store or transmit any malicious or unsolicited code or software, or store, transmit or upload any material and/or content that is false, inaccurate, illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, discriminatory, hateful, racist, infringing, libelous, tortious, violent or threatening or promotes violence or actions that are threatening to any other person, promotes illegal or harmful activities or substances, or is otherwise objectionable in ManageCasa’s reasonable opinion;
(xv) use the ManageCasa Service to store or transmit to store, transmit or upload any material or content that copies someone else’s work or infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
(xvi) use the ManageCasa Service to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
(xvii) “stalk” or harass any other user of our ManageCasa Service, or contact another user for any purpose other than related to a business page or a property page on the ManageCasa Service, or collect or store any personally identifiable information about any other user other than for purposes of obtaining answers and providing answers in accordance with these Terms;
(xviii) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Account Holder’s affiliation with any person or entity; or
(xix) access and/or use the ManageCasa Service to create a competitive product;
(xx) use the ManageCasa Service to recruit or solicit any other user or third party to join third-party services or websites that are competitive to ManageCasa without ManageCasa’s prior written approval on a case-by-case basis or include listings or links to third party websites in User Content; and/or
(xxi) use the ManageCasa Service (or any part thereof) in violation of any applicable local, state, provincial, national or international laws or other applicable rules and/or regulations, including, without limitation, U.S. and foreign export laws concerning the transmission of technical data and other regulated materials, landlord-tenant laws, zoning restrictions, tax regulations, housing and anti-discrimination laws, the Fair Housing Act, privacy laws or homeowner association rules.
4.4 Third Party Integrations. The ManageCasa Service may contain links to, or otherwise allow Account Holder to integrate with and/or connect to and use certain third party products, services or software (including, without limitation, data products and services) which are subject to separate terms and conditions (collectively, “Third Party Integrations”). If Account Holder decides to access and use such Third Party Integrations, Account Holder’s use is of Third Party Integrations is governed solely by the terms and conditions of such Third Party Integrations, and ManageCasa does not endorse, is not responsible for, and makes no representations as to such Third Party Integrations, their content or the manner in which they handle Account Holder’s data. ManageCasa is not liable for any damage or loss caused or alleged to be caused by or in connection with Account Holder’s access or use of any such Third Party Integrations, or Account Holder’s reliance on the privacy practices or other policies of such Third Party Integrations. MANAGECASA DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES ADVERTISED OR OFFERED THROUGH, OR IN CONNECTION WITH, THE SERVICE (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY INTEGRATIONS CONNECTED TO THE SERVICE), OR ANY HYPERLINKED WEBSITE OR SERVICE, AND MANAGECASA WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN ACCOUNT HOLDER AND THIRD-PARTY PROVIDERS OF SUCH THIRD PARTY PRODUCTS OR SERVICES AND/OR THIRD PARTY INTEGRATIONS.
4.5 Changes and Modifications. ManageCasa reserves the rights to either temporarily or permanently modify, suspend or discontinue the ManageCasa Service (or any part thereof) with or without notice. Account Holder agrees that ManageCasa will not be liable to Account Holder or to any third party for any modification, suspension or discontinuance of the ManageCasa Service (or any part thereof).
5.1 Support. Subject to Account Holder’s compliance with these Terms, during the applicable Subscription Term, and subject to the Subscription Plan obtained by Account Holder, ManageCasa will use commercially reasonable efforts to provide Account Holder remote technical and operational support and maintenance services during ManageCasa’s normal business hours for Account Holder’s use of the ManageCasa Service (“Support”) in accordance with ManageCasa’s then current Support terms and conditions.
5.2 Professional Services. Subject to the terms and conditions of these Terms (including the payment of applicable fees), Account Holder may submit an Order to purchase certain Professional Services from ManageCasa, if any, and upon acceptance of such Order, ManageCasa will provide such Professional Services as set forth in such Order. The scope, timeline and tasks of the parties with respect to the Professional Services shall be as specified in the Order, or a statement of work attached to the Order (a “Statement of Work” or “SOW”). Unless otherwise set forth in the Order or SOW for Professional Services, as applicable, the fees for such Professional Services shall be based on ManageCasa’s then-current rates for such Professional Services.
6.1 Requesting Payments. Account Holder must have a current Subscription Plan for the ePayment Service in order to create a Transaction to charge or request payments from another user. Account Holder represents and warrants that Account Holder is authorized and entitled to generate such Transaction pursuant to the rental, services or other agreement with the applicable user. If Account Holder initiates a Transaction to receive a payment (the “Recipient”) from another user (the “Payor”) through the ManageCasa Service, ManageCasa may, and reserves the right to, require Account Holder, as the Recipient, to provide a form of payment, such as a credit card. If the Payor successfully disputes a Transaction after the payment has been transferred to the Recipient by ManageCasa’s third party payment provider, and such disputed Transaction amount is charged against ManageCasa’s account with its third party payment provider, ManageCasa may, and reserves the right to, charge Recipient for the fees incurred by ManageCasa as a result of the disputed Transaction, including, without limitation, any and all penalties and costs associated with such dispute. The Recipient hereby expressly authorizes ManageCasa to debit its bank account or charge its credit card and/or other form of payment as applicable, for all such fees and costs arising from any disputed transaction.
6.2 Making Payments. If Account holder is a Payor, Account Holder acknowledges and understands that Account Holder will be required to provide a valid payment method in order to execute the payment for the Transaction. Account Holder, as Payor (i) represents and warrants that Account Holder is authorized to use the payment method that Account Holder provides and that any payment information Account Holder provides is true and accurate; and (ii) authorizes the Recipient and ManageCasa’s third party payment processor to charge Account Holder for the applicable fees for the Transaction using Account Holder’s payment method. If Account Holder, as payor, agrees to pay a Transaction on a recurring basis, Account Holder acknowledges and agrees that that the fees for such recurring Transaction will be automatically billed on the applicable due date for such recurring Transaction, and Account Holder authorizes the Recipient and ManageCasa’s third party payment processor to charge Account Holder for the applicable fees for the Transaction using Account Holder’s payment method. If the payment method Account Holder provides cannot be verified, is invalid or is otherwise not acceptable, ManageCasa may suspend and/or cancel the Transaction in its sole discretion.
If Account Holder has purchased a Subscription Plan to access and use the Business Page Service, in addition to these Terms, the terms and conditions available at https://managecasa.com/terms/customer-marketing-website/ (the “Business Page Service Terms”) shall govern Account Holder’s access and use of and the Business Page Service, and are incorporated into and made a part of these Terms. In the event of any conflict between these Terms and Business Page Service Terms, the Business Page Service Terms shall control solely with respect to the use of the Business Page Service.
8.2 User Content. Subject to ManageCasa’s rights in and to the ManageCasa Service (including, without limitation, ManageCasa Content), Account Holder shall retain all right, title, and interest, in and to any text, images, video, graphics, logos, trademarks, documents, and/or any other content or materials uploaded, submitted, generated and/or created by Account Holder and/or its Authorized Users in connection with the use of the ManageCasa Service (collectively, “User Content”). Account Holder hereby grants ManageCasa a non-exclusive, royalty-free, fully-paid, worldwide license to reproduce, modify, incorporate, perform and otherwise use the User Content as reasonably necessary for ManageCasa to provide Account Holder the ManageCasa Service hereunder. In addition, Account Holder understands that the ManageCasa Service may contain message boards, chat rooms, company profiles, forums, bulletin boards, and other interactive features that allow users to post, submit, publish, display and/or transmit User Content to, and otherwise interact with, ManageCasa and/or other users of the ManageCasa Service. Any User Content that Account Holder or its Authorized Users post to public forums, message boards, or other communication tools through the ManageCasa Service will be considered non-confidential and non-proprietary. Account Holder acknowledges and agrees that Account Holder, not ManageCasa, is solely responsible for (i) any User Content submitted, transmitted, contributed, generated, created, and/or otherwise provided by Account Holder and/or its Authorized Users in connection with the use of the ManageCasa Service, including its legality, reliability, accuracy and appropriateness, and (ii) for determining the rights and/or permissions it grants to other users of the ManageCasa Service to access and view User Content in connection with the use of the ManageCasa Service. Account Holder represents and warrants: (a) Account Holder or its licensors own all right, title, and interest in and to User Content; (b) Account Holder has all necessary rights and/or authorizations to grant the licenses hereunder to ManageCasa to User Content; and (c) none of the User Content does or will violate these Terms, any applicable laws, rules or regulations, or any third party’s intellectual property or other proprietary rights. If Account Holder believes that any content or materials submitted, posted, or otherwise provided by other users of the ManageCasa Service violates Account Holder’s copyright, please see ManageCasa’s Copyright and Trademark Infringement Policy for instructions on sending ManageCasa a notice of copyright infringement.
9.1 User Interactions; Identity Disclaimer. Account Holder understands and agrees that Account Holder and its Authorized Users’ interactions and dealings with other users of the ManageCasa Service, are solely between Account Holder and such other user. ManageCasa does not conduct any verification of users that signup and/or register to use the ManageCasa Service. ManageCasa does not represent, warrant or guarantee any user’s identity and whether the user is trustworthy. Account Holder is solely responsible for making its own decisions about the suitability of others with whom Account Holder and its Authorized Users contact or interact with via the ManageCasa Service. ManageCasa does not endorse, is not responsible for, and make no representations as to any businesses that have business pages on the ManageCasa Service or any content and/or materials made available on their business pages or the manner in which they provide their services.
9.2 Disputes. Account Holder acknowledges and agrees that any problems or disputes between Account Holder and another user with respect to any interactions, dealings, and/or communications must be resolved solely between Account Holder and the applicable user. ManageCasa is not responsible for any loss, harm or damage of any sort incurred as a result of any such interactions or dealings, and ManageCasa has no obligation to become involved in any resulting dispute. ACCOUNT HOLDER, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, REPRESENTATIVES, EMPLOYEES, AGENTS, CLIENTS, AND ANYONE ELSE CLAIMING BY OR THROUGH ACCOUNT HOLDER (“ACCOUNT HOLDER PARTIES”), HEREBY EXPRESSLY RELEASE, DISCHARGE, AND HOLD MANAGECASA AND ITS EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, SUCCESSORS OR ASSIGNEES (THE “RELEASED PARTIES”) HARMLESS FROM, AND WAIVE ANY AND ALL CLAIMS (INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH), DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES. IF ACCOUNT HOLDER OR ANY ACCOUNT HOLDER PARTY IS A CALIFORNIA RESIDENT, ACCOUNT HOLDER SHALL AND HEREBY DOES WAIVE, ON BEHALF OF ITSELF AND THE ACCOUNT HOLDER PARTIES, CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBITOR.”
10.1 Subscription Fees. Account Holder shall pay the applicable subscription fees, if any, for the Subscription Plan purchased by Account Holder (the “Subscription Fees”). Except as otherwise set forth in these Terms or the applicable Order, the Subscription Fees payable by Account Holder for the Subscription Plan will remain fixed during the Subscription Term unless Account Holder (i) exceeds the permitted user seats or other applicable usage limits of the Subscription Plan, (ii) upgrades the Subscription Plan, and/or (iii) subscribes to additional features or products. In the event a price change applies, Account Holder will be charged at the start of the next billing cycle for such additional fees. For the avoidance of doubt, Account Holder acknowledges and agrees that any downgrade to the Subscription Plan shall not take effect until the next renewal date of the applicable Subscription Term, regardless of Account Holder’s billing cycle for such Subscription Plan (i.e. for monthly Subscription Plans, prior to the start of the next month, and for annual Subscription Plans, prior to the start of the next year). Subscriptions Plans shall renew at ManageCasa’s then-current pricing.
10.2 Transaction Fees. If Account Holder has purchased a Subscription Plan for the ePayment Service, in addition to the applicable Subscription Fees, Account Holder shall pay ManageCasa a fee for each Transaction equal to a percentage of the gross fees for the applicable Transaction as set forth on the applicable Order for the Subscription Plan (the “Transaction Fees”).
10.3 Payment Terms. All fees are due and payable by Account Holder in advance, unless otherwise expressly and mutually agreed to by Account Holder and ManageCasa in writing or as otherwise set forth in the applicable Order. Account Holder expressly agrees that ManageCasa is permitted to bill Account Holder the applicable Subscription Fees, Transaction Fees, Professional Services fees, and any other fees due and payable by Account Holder hereunder (collectively, the “Fees”), and any applicable Taxes (defined in Section 10.4 below) Account Holder may incur with ManageCasa in connection with the use of the ManageCasa Service, and Account Holder hereby authorizes ManageCasa to charge the Fees and Taxes to the credit card or other payment method Account Holder provides at the time the Subscription Plan is purchased or as set forth on the Order, in accordance with the billing terms in effect at the time a fee or charge is due and payable. If payment is not received or cannot be charged to Account Holder for any reason in advance, ManageCasa reserves the right to suspend or terminate Account Holder’s and its Authorized User’s access to the ManageCasa Service, downgrade the Subscription Plan and/or terminate these Terms. All fees are non-refundable and non-cancellable.
10.4 Taxes. The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and Account Holder is and shall be responsible for payment of all such taxes (other than taxes based on ManageCasa’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the ManageCasa Service, or performance of any services by ManageCasa hereunder.
11.1 Term. These Terms will remain in full force and effect as long as Account Holder and/or its Authorized Users continue to use the ManageCasa Service (or any part thereof), or until terminated in accordance with the provisions of these Terms.
11.2 Termination. Account Holder may terminate these Terms by providing ManageCasa written notice of such termination to [email]; subject line: “Notice of Termination” or by terminating the Account through the user interface of the Platform. At any time, ManageCasa may (i) suspend or terminate Account Holder’s and/or any Authorized User’s right to access or use the ManageCasa Service (or any part thereof), or (ii) terminate these Terms with respect to Account Holder if ManageCasa, in good faith, believes that Account Holder has used the ManageCasa Service (or any part thereof) in violation of these Terms, including any incorporated guidelines, terms or rules.
11.3 Effect of Termination. Upon termination of these Terms for any reason, all outstanding fees immediately becoming due and payable, and Account Holder’s and its Authorized Users’ right to access and use the ManageCasa Service will automatically terminate. The following Sections will survive any termination or expiration of these Terms: 1, 2, 3, 4.3, 4.4, 4.5, 6, 7, 8, 9, 2, 10, 11.3 and 12 through 22.
12.1 Ownership. ManageCasa and/or its licensors shall retain all rights, title, interest, in and to and ownership of (i) the Sample Documents, Reports, and any text, graphics, images, music, audio, video, works of authorship of any kind, and other information or materials that are posted, generated, provided or otherwise made available through the ManageCasa Service, and any improved, updated, modified or additional parts thereof, excluding User Content and User Data (collectively, the “ManageCasa Content”), (ii) the ManageCasa Service, and any improved, updated, modified or additional parts thereof, and (iii) all copyright, patent, trade secret, trademark and other intellectual property and proprietary rights in and to any of the foregoing. All rights that are not explicitly granted in these Terms are reserved by ManageCasa and its licensors.
12.2 Feedback. To the extent that Account Holder and/or any Authorized Users provide or submit to ManageCasa any ideas, suggestions, improvements and/or other feedback regarding any aspect of the ManageCasa Service, the Documentation and/or ManageCasa Content including, without limitation, the functioning, features, and other characteristics thereof (collectively, “Feedback”), Account Holder hereby grants ManageCasa, its subsidiaries, affiliates and partners a worldwide, irrevocable, perpetual, royalty free, non-exclusive, sublicensable and transferable license under all Account Holder’s intellectual property rights in the Feedback to exploit and use for any purpose, without compensation or attribution.
Account Holder shall indemnify, defend, and hold ManageCasa and its affiliates and subsidiaries, and their respective officers, directors, shareholders, employees, contractors, agents, successors and assigns (collectively, “ManageCasa Indemnified Parties”), harmless from and against any and all liability, losses, claims, expenses (including reasonable attorneys’ fees), demands or damages of any kind, arising out of or related to (i) Account Holder’s or any Authorized User’s breach of these Terms or any license or other agreement applicable to any Third Party Integrations; (ii) Authorized User claims; (iii) allegations that the User Content, or Account Holder’s activities in connection with, or use of, the ManageCasa Service (or any part thereof), violate any applicable laws, rules or regulations, or infringe or misappropriate the intellectual property rights of any third party; (iv) User Data or a violation of any applicable privacy law, rule or regulation by Account Holder; (v) Account Holder’s or its Authorized Users’ use of the ManageCasa Service; (vi) any disputes between Account Holder and/or its Authorized Users and any other user, including, without limitation, disputes arising from Transactions; and (vii) Account Holder’s gross negligence, fraudulent misrepresentation or willful misconduct. ManageCasa shall promptly notify Account Holder in writing of such action, give Account Holder sole control of the defense thereof and any related settlement negotiations, and, at Account Holder’s reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall Account Holder enter into any settlement that involves an admission of liability, negligence or other culpability of any ManageCasa Indemnified Party or requires any ManageCasa Indemnified Party to contribute to the settlement without ManageCasa’s prior written consent. ManageCasa and any ManageCasa Indemnified Party may participate and retain its own counsel at its own expense.
THE MANAGECASA SERVICE (AND ANY PART THEREOF) AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY MANAGECASA, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. MANAGECASA AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT. MANAGECASA AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE MANAGECASA SERVICE (OR ANY PART THEREOF) OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY MANAGECASA OR CONTENT MADE AVAILABLE THROUGH THE MANAGECASA SERVICE (INCLUDING, WITHOUT LIMITATION, SAMPLE DOCUMENTS AND REPORTS): (I) WILL MEET ACCOUNT HOLDER’S REQUIREMENTS; (II) WILL BE COMPATIBLE WITH ACCOUNT HOLDER’S NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY INTEGRATIONS; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. ACCOUNT HOLDER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE MANAGECASA SERVICE AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY MANAGECASA, AND ALL RESULTS OF SUCH USE IS SOLELY AT ACCOUNT HOLDER’S OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ACCOUNT HOLDER FROM MANAGECASA, ANY THIRD PARTY, OR THOUGH THE MANAGECASA SERVICE (OR ANY PART THEREOF), SHALL CREATE ANY WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT SHALL MANAGECASA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE MANAGECASA SERVICE (OR ANY PART THEREOF), DOCUMENTATION, MANAGECASA CONTENT AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY MANAGECASA, EVEN IF MANAGECASA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) IN NO EVENT SHALL MANAGECASA’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE MANAGECASA SERVICE (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY MANAGECASA EXCEED THE GREATER OF THE FEES PAID OR PAYABLE TO MANAGECASA BY ACCOUNT HOLDER HEREUNDER FOR THE APPLICABLE SUBSCRIPTION PLAN GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION, OR ONE HUNDRED DOLLARS ($100.00). MANAGECASA DISCLAIMS ALL LIABILITY OF ANY KIND OF MANAGECASA’S LICENSORS AND SUPPLIERS.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth in Sections 6 and 7 above may not apply to Account Holder if Account Holder is a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to Account Holder as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where Account Holder is located.
The warranty disclaimer and limitation of liability set forth above in Section 14 and 15 are fundamental elements of the basis of the agreement between ManageCasa and Account Holder. ManageCasa would not be able to provide the ManageCasa Service on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of ManageCasa’s suppliers.
Notwithstanding anything in these Terms to the contrary, ManageCasa will have no responsibility or liability of any kind under these Terms or otherwise, arising or resulting from: (i) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by ManageCasa; (ii) nonconformities resulting from Account Holder’s or any Authorized User’s, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of the ManageCasa Service, Documentation, ManageCasa Content, Services, or other services provided hereunder by ManageCasa; (iii) modification, amendment, revision, or change to the ManageCasa Service, Documentation, and/or ManageCasa Content, or any part thereof, by any person other than ManageCasa; or (iv) any other factor outside of ManageCasa’s reasonable control.
Information describing the ManageCasa Service is accessible worldwide but this does not mean the ManageCasa Service, or certain portions thereof, are available in Account Holder’s country. ManageCasa may restrict access to the ManageCasa Service, or portions thereof, in certain countries in its sole discretion. It is Account Holder’s responsibility to make sure Account Holder’s use of the ManageCasa Service is legal in Account Holder’s country of residence. the ManageCasa Service may not be available or accessible in all languages. If at ManageCasa’s reasonable determination, Account Holder uses the ManageCasa Service or any other material or services provided by ManageCasa to Account Holder in a manner that violates laws, creates an excessive burden or potential adverse impact on ManageCasa’s systems, in addition to any of its other rights or remedies, ManageCasa may, without liability to ManageCasa, immediately suspend or terminate Account Holder’s access to the ManageCasa Service.
By using the ManageCasa Service, Account Holder consents to receiving electronic communications from ManageCasa. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to Account Holder’s use of the ManageCasa Service. These electronic communications are part of Account Holder’s relationship with ManageCasa and Account Holder receive them as part of Account Holder’s access and use of the ManageCasa Service. Account Holder agrees that any notices, agreements, disclosures or other communications that ManageCasa sends Account Holder electronically will satisfy any legal communication requirements, including that such communications be in writing.
21.1 Governing Law. These Terms are governed by the laws of the State of California, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms. Furthermore, these Terms (including without limitation, the Platform and any software and services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
21.2 Disputes. Except as otherwise set forth in these Terms, Account Holder agrees that any dispute between Account Holder and ManageCasa arising out of or relating to these Terms, the ManageCasa Service (or any part thereof) (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.
21.3 Informal Resolution. Before resorting to formal dispute resolution in accordance with this Section, Account Holder agrees to first contact ManageCasa directly at email@example.com to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within thirty (30) days after submission, Account Holder or ManageCasa may institute arbitration in accordance with the procedures set forth in this Section.
21.4 Dispute Resolution. Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 21.3 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in San Francisco, California unless otherwise mutually agreed to by the parties. If the Account Holder is located in the United States, the arbitration will be conducted by the American Arbitration Association (AAA) under in accordance with the arbitration rules then in effect; provided that if Account Holder’s use of the ManageCasa Service has been principally for personal or household use, the AAA’s Supplementary Procedures for Consumer-Related Disputes will also apply. If Account Holder is a resident of a country other than the United States, the arbitration will be conducted by the AAA’s International Centre for Dispute Resolution with venue in San Francisco, California, USA, under its rules for international arbitration. The arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration and shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. The arbitration proceedings and any information and materials furnished during the arbitration shall be treated as confidential. The arbitrator shall not have the power to award damages except to the extent specifically permitted by this Agreement. There shall be no pre-arbitration discovery except as provided for in the applicable Rules. The arbitrator will honor claims of privilege recognized by law. The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with experience in consumer and technology transactions and who is also a member of the AAA National Roster of Arbitrators. If the parties can’t agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the AAA will pick a neutral arbitrator who meets the qualifications. Any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction, and each of the parties irrevocably submits to the jurisdiction of such court for confirmation or recognition or enforcement of any award rendered by the arbitral tribunal in accordance with, inter alia, the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The AAA’s rules are available at www.adr.org, or by calling 1-800-778-7879 from inside the United States or +1-212-484-4181 from outside the United States In the event of a conflict or inconsistency between the Rules and this Section, this Section shall govern and control.
21.5 Venue. If either party challenges the right of the other party to obtain arbitration of a dispute between them, or otherwise seeks to file a court action notwithstanding the agreement of the parties to arbitrate disputes, any such legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced solely in the U.S. federal court for the Northern District of California, United States of America, and each party hereto irrevocably submits to the exclusive jurisdiction and exclusive venue of any such court in any such suit, action or proceeding.
21.6 Exception to Arbitration. Notwithstanding anything in these Terms to the contrary to the extent Account Holder and/or any Authorized User has in any manner violated or threatened to violate any of ManageCasa’s intellectual property rights, ManageCasa may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and Account Holder hereby consents to the personal jurisdiction and exclusive venue in such courts.
21.7 Opting-Out of Arbitration. IF ACCOUNT HOLDER IS AN INDIVIDUAL, AND NOT AN ENTITY, CORPORATION, LIMITED LIABILITY OR OTHER ORGANIZATION, ACCOUNT HOLDER MAY OPT-OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING MANAGECASA WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS. ACCOUNT HOLDER’S NOTICE MUST INCLUDE: (i) ACCOUNT HOLDER’S FULL NAME (FIRST AND LAST); (ii) THE EMAIL ADDRESS ACCOUNT HOLDER USED TO REGISTER THE ACCOUNT; AND (iii) A CLEAR STATEMENT THAT ACCOUNT HOLDER DECLINES THIS AGREEMENT TO ARBITRATE.
21.8 No Class Actions. ACCOUNT HOLDER MAY ONLY RESOLVE DISPUTES WITH MANAGECASA ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN’T ALLOWED UNDER THESE TERMS.
21.9 Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to Account Holder’s use of the ManageCasa Service must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
Neither the rights nor the obligations arising under these Terms are assignable by Account Holder, and any such attempted assignment or transfer shall be void and without effect. Any waiver of any provision of these Terms must be in writing and executed by both parties. The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right. If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in these Terms. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in these Terms and its performance shall be construed as creating a joint venture or agency between ManageCasa and Account Holder. These Terms are not intended to grant rights to anyone except Account Holder and ManageCasa, and in no event shall these Terms create any third party beneficiary rights. ManageCasa may delegate the performance of any services hereunder to its affiliates and contractors. These Terms, the Business Page Service Terms, and any Additional Terms and any other policies or terms and condition referenced herein, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. Any notice to Account Holder may be provided by email. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” Account Holder agrees that these Terms will not be construed against ManageCasa by virtue of having drafted them. The official text of these Terms (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that these Terms be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language. Any delay in performance of any duties or obligations of either party will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party.
QUESTIONS AND ADDITIONAL INFORMATION. Please feel free to contact ManageCasa at firstname.lastname@example.org if you have any questions about these Terms.
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