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Property Space Master Subscription Agreement

   

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS THE TERMS AND CONDITIONS OF YOUR ACQUISITION AND USE OF OUR SERVICES.

 

THIS AGREEMENT GOVERNS BOTH FREE TRIALS AND PAID SUBSCRIPTIONS.

 

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

 

YOU MAY NOT ACCESS THE SERVICES IF YOU ARE OUR DIRECT COMPETITOR, EXCEPT WITH OUR PRIOR WRITTEN CONSENT.

 

THIS AGREEMENT WAS LAST UPDATED ON MARCH 1, 2013.  IT IS EFFECTIVE BETWEEN YOU AND US AS OF THE DATE YOU ACCEPT THIS AGREEMENT.

 

1.    DEFINITIONS

 

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.  “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the ownership and/or voting interests of the subject entity.

 

“Property Space” means the online application that is used as part of the “Service”

 

“Malicious Code” means viruses, worms, Trojan horses and other harmful or malicious code, files, scripts, agents and/or programs.

 

“Order Form” means the online or physical documents for placing orders hereunder, including addenda thereto that are entered into between You and Us.  Order forms shall be deemed incorporated herein by reference.

 

“Purchased Service” means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

 

“Trial Service” means services that You or Your Affiliates sign up for under an Order Form for a limited Free Trial as described in Section 2 rather than a Purchased Service.

 

"Services" means the products and services that are ordered by You under a free trial or an Order Form and made available by Us online via the customer login link at http://www.propertyspace.net and/or other web pages designated by Us. “Services” exclude Non-Property Space or Sentry Dynamics Applications.

 

"User Guide" means the online user guide for the Services, accessible via login at http://www.propertyspace.net, as updated from time to time. In accepting this agreement You acknowledge that You have had the opportunity to review the User Guide during the free trial.

 

"We," "Us" or "Our" means Sentry Dynamics, Inc. a company described in Section 20 (Who You Are Contracting With).

 

"Sentry" means Sentry Dynamics, Inc. a company described in Section 20 (Who You Are Contracting With).

 

"You" or "Your" means the person and/or entity subscribing to the Service.

 

"Your Data" means all electronic data or information submitted by You to the Services or Trial Service.

 

2.    FREE TRIAL

 

If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of: (a) the end of the free trial period for which you registered or are registering to use the applicable Service, or (b) the start date of any Services ordered and purchased by You. You are only entitled to one (1) free trial.  In the event any person or entity is found to have received more than one (1) free trial, said person or entity shall be charged for the same and denied future access to the Service.  Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

 

NOTWITHSTANDING SECTION 8 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

 

You should carefully review the User Guide during the trial period and become familiar with the features and functions of the Services before You make Your purchase.

 

3.    PURCHASED SUBSCRIPTIONS

 

3.1. Provision of Purchased Services. We shall make the Services available to You pursuant to the terms and conditions of this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

 

3.2. User Subscriptions. Unless otherwise specified in the applicable Order Form, Services are purchased as User subscriptions and may be accessed only by You.  You may access the Services from multiple devices (pc, laptop, phone, tablet) but never on a shared device. Your subscription and password are not available for use by others.   Any third party desiring to use the Service shall obtain an independent subscription and password.   We track and monitor subscription usage.  Any deemed violation of this provision shall result in the immediate termination of your subscription without any form of advance notice.

 

 

4.    USE OF THE SERVICES

 

4.1. Our Responsibilities. We agree to use our best efforts to: (i) provide Our basic support for the Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We will strive to schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or denial of service attacks, and (iii) provide the Services only in accordance with applicable laws and government regulations.  In the event a mission critical maintenance situation arises, Sentry may be required to perform emergency maintenance at any time. During these scheduled and emergency maintenance periods, You may be unable to transmit and receive data. You agree to cooperate with Sentry during the scheduled and emergency maintenance periods.  Sentry shall not be required to provide You with advance notice of any period of maintenance downtime.  You acknowledge that some downtime is unforeseen and unintentional and may be due to the fault or actions of unrelated third parties.  You acknowledge that Sentry is unable to provide advance notice of unforeseen and unscheduled down times.

 

4.2. Our Protection of Your Data. We will use our best efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not: (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

 

4.3. Your Responsibilities. You shall: (i) be responsible for compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the terms of this agreement, the User Guide and all applicable laws and government regulations. You shall not: (a) make the Services available to any third party or entity, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

 

5.    USE OF THE SERVICES

 

5.1. Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form: (i) fees are based on services purchased and not actual usage, (ii) payment obligations are not cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions (months of service) purchased cannot be decreased during the relevant subscription term stated on the Order Form.  User subscription fees are not based on a calendar month.  Instead, User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and each of the monthly periods remaining in the subscription term.

 

5.2. Invoicing and Payment. You will provide Us with valid and updated payment information, or with a valid purchase order or alternative document reasonably acceptable to Us. All payments for services shall be made via “Amazon Checkout” or “Paypal”.  We do not accept payments by credit card, check, cash or other form of direct payment.  Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

 

5.3. Overdue Charges. If any payment for charges are not received from You by the due date, then at Our discretion: (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the standard Order Forms.

 

5.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies available at law, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediatelydue and payable, and suspend Our services to You until such amounts are paid in full. We will give You no less than 7 days’ prior notice that Your account is overduebefore suspending Services.

 

5.5. Payment Disputes. We shall not exercise Our right to terminate Your Services if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

 

5.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are solely responsible for paying all Taxes associated with Your purchases hereunder.

 

5.7 Included Counties The Service provides an Internet based mechanism for search and retrieval of county government parcel data.  The Service is offered with respect to limited data from all counties for which We currently provide parcel information.  Counties may be added at our discretion.

 

6.    INTELLECTUAL PROPERTY PROTECTION

 

You acknowledge that materials relating to the Service may be protected by copyright, trademarks, and other intellectual property rights. The Service, including its operation, code, architecture and implementation, as well as the look and feel of the Service are the valuable intellectual property of Sentry. The Service is protected by United States copyright laws and international treaty provisions. This Agreement does not provide You with any intellectual property rights in the Service.  You hereby agree to forever refrain from modifying, translating, disassembling, decompiling, reverse engineering, creating derivative works of, or otherwise making any other attempt by any means to discover or obtain the source code for the Service.  You agree that Your use of the Service is governed by all applicable laws and regulations, and by any further restrictions placed on such materials by their owners or licensors.  Sentry retains all title, rights (including, without limitation, intellectual property rights) and interests in the Service, including all software, files, images, maps and other data and information relating thereto, except as expressly conferred by this Agreement.

 

7.    LIMITED WARRANTY

We warrant that the Service will perform substantially as represented with a ninety-five percent (95%) available uptime.  You agree that Your use of the Service shall be at Your sole risk.  You agree that all services provided under this agreement are provided on an “as is” and “as available” basis.  Your exclusive remedy, and Sentry’s entire liability in tort, contract or otherwise, for any breach of this warranty shall be, in Sentry’s sole discretion: (i) to repair or replace the Service; or (ii) to refund all or any portion of the fees relating to Your utilization of the Service.  EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT, THIS IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY SENTRY. SENTRY MAKES NO OTHER WARRANTY, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IN THE EVENT IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE ABOVE LIMITED WARRANTY PERIOD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  NO SENTRY DEALER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.  In the event any modifications are made to the Service by You during the term of this Agreement; if the Service is subjected to accident, abuse or improper use; or if You violate the terms of this Agreement; then this limited warranty shall immediately be terminated and of no further force or effect.

 

8.    WARRANTIES AND DISCLAIMERS

Sentry manages and provides customized access to information created by others.  Sentry does not warrant the completeness or accuracy of any file, map, image, picture or other data or information relating to Your use of the Service.  Sentry does not warrant that Your use of the Service, including without limitation, the databases and/or software and documentation, will be uninterrupted, accurate or error-free, or that the results obtained will be successful or will satisfy the user’s requirements.   You agree that the information is not guaranteed as accurate or complete and shall be utilized for reference purposes only. 

 

9.    INTERRUPTIONS TO SERVICE

 

Sentry does not warrant that the services related to the Service will be uninterrupted or error free nor make any warranty as to the results obtained from the use of the Service.  Sentry does not guarantee connectivity at any time, for any length of time or at any speed.  Sentry does not warrant that the Service is compatible with any third party system, platform, operating system, browser, hardware, service or software.  Sentry may discontinue or alter any service level or aspect of the Service at any time, without notice, without liability and in Sentry’s sole discretion.

 

10. LIMITATION OF LIABILITY

 

Under no circumstances and under no legal theory, tort, contract, or otherwise (including negligence and fundamental breach) will Sentry or any other party involved in providing the Service or any  software or service relating thereto be liable for any direct, indirect, incidental, special or consequential damages or losses of any character including, without limitation, damages for loss of business profits, business interruption, loss of business information, computer failure or malfunction, or any and all other commercial damages or losses arising from or through the use of or inability to use the Service or that result from mistakes, omissions, interruptions, deletion of files or e-mail, defects, viruses, delays in operation or transmission or any failure of performance, even if advised of the possibility thereof. The terms of this section will survive any termination of this agreement. In jurisdictions which restrict limitation of liability provisions, Sentry’s liability will be limited to the greatest extent permitted by law. This limitation will apply regardless of the failure of the essential purpose of any limited remedy.  Sentry shall be held harmless for any losses, real or perceived, that occur relating to the use of the Service. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.  IN NO EVENT SHALL SENTRY’S LIABILITY EXCEED THE FEE PAID BY YOU TO SENTRY FOR THE SERVICE THAT GAVE RISE TO THE CLAIM.

 

11. TERMINATION OF SERVICE

 

Your subscription to use the Service shall be automatically terminated in the event You violate any term of this Agreement. Sentry may terminate Your access to the Service at any time for violating any term of this Agreement without first providing any form of advance notice.  Sentry may terminate access to the service for any reason outside of the terms of this Agreement with 30 days notice.  Upon termination, You shall: (1) discontinue all use of the Service; (2) return and/or purge any data relating to the Service stored on Your electronic media.

 

 

12. YOUR OBLIGATIONS

 

As a condition precedent to Sentry’s duty to perform hereunder, You agree to perform as follows:

 

 

13.1    Information.  You agree to provide Sentry with accurate, current and complete information including but not limited to users names, email address, mailing addresses and company, and to maintain and to update this information as required to keep said information accurate, current and complete.

 

13.2    Equipment Provided by You.  You acknowledge that the Service is not a stand alone service.  You are solely responsible for obtaining and maintaining the equipment and internet services necessary to access and use the Service.  You are solely responsible to maintain an internet connection, must be able to use standard internet software, must provide a computer utilizing an updated version of Microsoft Windows or other operating system, must maintain an internet browser, and must be able to competently utilize said hardware and software.  You shall be responsible for the use and compatibility of equipment or software not provided by Sentry.

 

13.3    Indemnification.  You hereby agree to indemnify, defend, and hold Sentry harmless from and against any and all claims, proceedings, damages, liability, and costs (including reasonable attorney fees) incurred by Sentry in connection with any claim arising out Your: (i) breach or alleged breach of any of Your obligations set forth herein; (ii) acts or materials or information posted or transmitted in connection with the Service regardless of the type or nature of the claim; and/or (iii) utilization of the Service for any prohibited, illegal or unlawful purpose.  You shall cooperate as fully as reasonably required in the defense of any claim. Sentry  reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification and You shall not in any event settle any matter without the advance written consent of Sentry. 

 

 

 

13. NON-WAIVER

 

Except as expressly provided in this Agreement, the failure of Sentry to claim a default or enforce its rights under any provision hereof shall not be deemed a waiver of any default or subsequent default and shall not be deemed a waiver of such rights for purposes of future enforcement of the terms of this Agreement.

 

14. SEVERABILITY

 

If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement and the application of such term or provision to persons or  circumstances other than those to which it is specifically held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.           

 

15. INTEGRATION

 

This   Agreement   contains   the   entire   agreement   and understanding of the parties hereto with respect to the subject matter hereof and supersedes and terminates all prior and contemporaneous agreements between them with respect to the subject matter hereof.  Except as expressly set forth herein, there are no representations, agreements or understandings, oral or written, between the parties hereto relating to the subject matter of this agreement.  PROVIDED, as applicable, each of the terms and provisions of Our websites, Order Forms and/or user guides shall be incorporatd into this agreement.

 

16. ACKNOWLEDGEMENTS

 

Each party acknowledges that no representation or statement, and no understanding or agreement, has been made, or exists, and that in entering into this Agreement each party has not relied on anything done or said or on any presumption in fact or in law, (1) with respect to this Agreement, or to the duration, termination or renewal of this Agreement, or with respect to the relationship between the parties, other than as expressly set forth in this Agreement; or (2) that in any way tends to change or modify the terms, or any of them, of this Agreement or to prevent this Agreement becoming effective; or (3) that in any way affects or relates to the subject matter hereof. You also acknowledge that the terms and conditions of this Agreement, and each of them, are reasonable,fair and equitable.   

 

17. TRANSFERABILITY

 

You may not assign, sell, distribute, lease, rent, or transfer Your rights under this subscription or disclose any of Your rights or obligations under this Agreement to any other person or organization.

 

 

 

18. MODIFICATION OF SERVICE

 

Sentry reserves the right to modify the availability and/or functionality of the Service at any time.   Sentry may also impose reasonable limits on certain features and services or restrict access to parts of the Service without prior notice or liability.

 

19. BINDING NATURE

 

All provisions of this Agreement shall be binding upon and inure to the benefit of all of the parties hereto, and their estates, heirs, legatees, legal representatives, successors and assigns.

 

20. WHO YOU ARE CONTRACTING WITH

 

You are contracting with Sentry Dynamics, Inc., an Idaho Corporation, with headquarters at 721 S. Lochsa Street Suite 16, Post Falls, Idaho 83854.

 

21. GOVERNING LAW

 

This Agreement shall be interpreted, governed by, construed and enforced in accordance with the laws of the State of Idaho.

 

22. AUTHORITY TO EXECUTE

 

The signatories of this Agreement warrant they have the authority to contractually bind the parties hereto.

I agree to the Property Space Master Subscription Agreement