These Terms and Conditions and the Order referencing these Terms and Conditions are collectively referred to as the “Agreement” between “Property-Lok™” and “Subscriber.”
1. DEFINITIONS
1.1 “AAA” refers to American Arbitration Association.
1.2 “API” or Application Programming Interface specifies how software applications communicate with each other. For example, the Application Platform passes Cardholder Data from the Subscriber to the merchant services API for payment processing where the data capured and stored in the Application Platform comprised of (i) the last four (4) digits of the credit instrument, (ii) the API payment reference, and (iii) payment status.
1.3 “Application Platform” or “Platform” means Property-Lok™’s proprietary application software and/or web-site, including all modules, functions, features identified in an Order or otherwise generally made available by Property-Lok™ to its Subscribers, and all technology resources and infrastructure (e.g., hardware, software, etc.) providing Platform functionality. The Application Platform includes all updates, releases, improvements, and corrections to the Application Platform.
1.4 “Authorized Users” means designated individuals who are granted Subscriber’s access to the Platform authorized by the Subscriber.
1.5 “Cardholder Data” means the reference to (i) a payment card or similar data, the account holder’s name, account number, service code, card validation code/value, PIN or PIN block, valid to and from dates and magnetic stripe data; and (ii) information relating to a payment card transaction that is identifiable with a specific account. Cardholder Data is collected, processed, and stored as stated in section 1.2 (API), by Stripe Merchant Services owned by Stripe, Inc. with headquarters located in San Francisco, California.
1.6 “Data Center” means the secure facilities in which servers, computer equipment, and ancillary hardware, contracted by Property-Lok™, to host the Application Platform. The Data Centers are owned and operated by Pantheon Systems, Inc. with headquarters located in San Francisco, California.
1.7 “include” and “including” mean including without limitation.
1.8 “Intellectual Property” means all algorithms, application programming interfaces (APIs), concepts, data, databases, data collections, designs, formulae, ideas and inventions (whether or not patentable or reduced to practice), marks (including brand names, product names, logos and slogans), methods, models, procedures, processes, software code (in any form including source code and executable or object code), specifications, techniques, uniform resource identifiers, user interfaces, works of authorship, and other forms of technology.
1.9 “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive copyrights; (ii) trademark and trade name rights and similar rights; (iii) patent and industrial property rights; (iv) other proprietary rights in Intellectual Property of every kind and nature; and (v) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses this sentence.
1.10 “Order” means an Order pursuant to which from time to time Subscriber orders Property-Lok™ Services or access to the Application Platform.
1.11 “Parties” means Property-Lok™ and Subscriber, each, a “Party” and collectively, the Parties.
1.12 "PCI DSS" means Payment Card Industry Data Security Standard which sets security requirements for handling cardholder data.
1.13 “Platform” means the functional environment forming the foundation for running software applications.
1.14 “Property-Lok™” is a registered trademark and business name; Horizons of Liberty, LLC., DBA Property-Lok™ P.O. Box 1466 Ceadar Park, TX 78630.
1.15 “Property-Lok™ Services” means the services ordered by Subscriber under an Order for limited access and use rights to the Application Platform Property-Lok™ provides to its Subscribers.
1.16 “Restricted Mode” means the restriction placed on Subscriber accounts when notice of unpaid invoices are received. Access for a restricted account is limited to editing functions such as changing email addresses, setting new passwords, deleting accounts, creating help-desk tickets, updating payment methods, making credit card payments, and similar. Property related notifications and search functions are suspended while in Restricted Mode until removed.
1.17 “Security Event” is an event where Subscriber Data on the Application Platform is accessed or received by an individual or entity either not authorized to access or receive such information, or accessed for a purpose not authorized under this Agreement or permitted under applicable laws or regulations.
1.18 “Subscriber Data” means any confidential content comprised of personally identifiable information including pictures, documents, sales receipts, email address, or insurance information, stored on the Application Platform by the Subscriber.
1.19 “TDPSA” means the current version of the Texas Data Privacy and Security Act, as such may be amended, modified, supplemented, or replaced from time to time.
2. TERM OF AGREEMENT AND DEFAULT
2.1 Term. The term of this Agreement will commence upon the effective date of the initial Order. If any subsequent Orders are executed referencing this Agreement, this Agreement will continue in effect with respect to the term of such subsequent Orders. The “Term” means the term of such initial Orders and any subsequent Orders, including renewals and extensions. Unless otherwise agreed in writing and subject to Section 5.2 (Automatic Renewal of Property-Lok™ Services), the Term will automatically extend for successive one (1) year periods unless Subscriber terminates this Agreement by deleting Subscriber’s account.
2.2 Termination by Property-Lok™. In the event that Subscriber fails to pay fees not disputed in good faith in accordance with this Agreement by the specified due date, Property-Lok™ will maintain Subscriber Data for a period of (3) years for acts of Subscriber oversight. Property-Lok™ reserves the right to terminate a Subscriber’s account in the case of unlawful or malicious activity, or nonpayment of fees in accordance with this section.
2.3 Termination by Subscriber. Subscriber will have the right to terminate this Agreement or any Order without penalty or payment to Property-Lok™ by simply deleting their Platform Subscriber account. Property-Lok™ acknowledges and agrees that this section sets forth Subscriber’s sole and exclusive right to terminate this Agreement.
2.4 Effect of Termination. Except as expressly set forth otherwise in this Agreement, upon termination of this Agreement, the licenses and rights granted hereunder will be terminated and the Subscriber account can be deleted by Subscriber or Property-Lok™. Once deleted, the account cannot be restored.
2.5 Abandonment. Subscriber accounts are considered abandoned for non-payment after three years and can be terminated with the effects described in Section 2.4 (Effect of Termination). Notices are generated for declined payment status and Restricted Mode status. Property-Lok™ will maintain Subscriber Data for a period of (3) years for acts of Subscriber oversight.
2.6 Violation By Subscriber. Property-Lok™ has the right (but not the obligation) to suspend access to the Application Platform or remove any data or content transmitted via the Application Platform without liability if (i) Property-Lok™ reasonably believes that the Application Platform is being used in violation of these Terms or applicable law, or (ii) requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Property-Lok™ shall use commercially reasonable efforts to notify Subscriber prior to suspending access to the Application Platform as permitted under these Terms.
3. PROPERTY-LOK™ SERVICES
3.1 Access Rights. Subject to the terms and conditions of this Agreement and Subscriber’s payment applicable fees, Property-Lok™ grants Subscriber a non-exclusive, non-transferable, non-sublicensable right to access and use the Application Platform solely for Subscriber’s rightful purposes during the Term of this Agreement.
3.2 Restrictions. Subscriber shall not (i) modify, copy, or create derivative works based on the Application Platform; (ii) license, sublicense, sell, resell, transfer, or otherwise make the Application Platform available to any third party except as expressly permitted by this Agreement; (iii) reverse engineer or decompile any portion of the Application Platform; or (iv) access the Application Platform to build a competitive product or service.
3.3 Availability. Property-Lok™ will use commercially reasonable efforts to make the Application Platform available 24 hours a day, 7 days a week, except for (i) planned downtime or (ii) any unavailability caused by circumstances beyond Property-Lok™’s reasonable control.
3.4 Changes. Property-Lok™ may, from time to time, update, upgrade, enhance, or otherwise modify the Application Platform, provided that such changes do not materially diminish the core functionality of the Application Platform.
4. FEES AND PAYMENT
4.1 Charges. Subscriber shall pay all fees specified in the applicable Order. Fees are non-refundable except as expressly provided in this Agreement.
4.2 Payment Method. Subscriber authorizes Property-Lok™ to charge fees to the payment method provided through the API. Subscriber is responsible for providing and maintaining current, complete, and accurate billing information.
4.3 Late Payments. Late Payment Fees are not assessed or imposed on Subscriber accounts for unpaid invoices; however, accounts with unpaid fees are placed in Restricted Mode until payment is received.
4.4 Disputed Charges. Subscriber must notify Property-Lok™ in writing within thirty (30) days of the date of the invoice if there is a dispute; otherwise, the invoice will be deemed accepted. See section 1.13 (Property-Lok™) for contact information.
5. AUTOMATIC RENEWAL OF PROPERTY-LOK™ SERVICES
5.1 Renewal. Unless otherwise agreed in writing, Property-Lok™ services shall automatically renew for successive one (1) year terms unless either Party gives removes the payment method from Subscriber’s account or cancels the account in accordance with this Agreement. See sections 4.3 (Late Payments), 1.17 (Restricted Mode), and 2.4 (Effect of Termination) for effect.
6. CONFIDENTIALITY AND DATA SECURITY
6.1 Legal Compliance. Property-Lok™ maintains compliance with “TDPSA” requirements regarding Subscriber Data and Subscriber rights.
6.2 Confidentiality Obligations. Each Party agrees to hold in confidence all confidential information of the other Party and to use such confidential information only as necessary to perform its obligations under this Agreement.
6.3 Data Protection. Property-Lok™ will implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Subscriber Data against unauthorized access, loss, destruction, or alteration.
6.4 Application Platform. The Application Platform and Subscriber Data shall be hosted from secured Data Centers as described in section 1.7 (Data Center).
6.5 Security Events. Property-Lok™ will promptly notify Subscriber of any Security Event within seventy two (72) hours and take reasonable steps to mitigate the effects of such event.
7. DATA COLLECTION AND USE
7.1 Subscriber Email. Unique email addresses are required to establish Subscriber accounts for Platform access to conduct property searches and receive status results. Additional information is required for additional services. For example, subscribers who are inclined to register property and store additional information on the Platform, multiple fee based memberships levels are available. Subscriber email addresses will be used for invoicing and payments, property status and notifications, search requests and results, and more based on how the Subscriber uses the Platform.
7.2 Descriptive Information. Descriptive information and other supportive information provided by the Subscriber will be securely stored on the Platform for each article of property inclusive of details such as make, model, serial number, purchase receipts, insurance information, pictures, documents, and other details, protected by and solely used to serve the Subscriber.
7.3 Cardholder Data. Fees are processed from the API and merchant services where merchant services stores Cardholder Data as described in section 1.2 (API).
7.4 Other Information. Although optional, Subscriber may choose to store other information on the Platform for contact purposes including (i) name, (ii) address, and (iii) phone number. For core functionality supporting customized reporting and improved Customer services, the Application Platform collects and stores IP addresses and time-stamps of web-connections to the Platform.
7.5 Terms and Conditions. Minimal information for maintaining this Agreement is comprised of the email address and signature information used to validate this Agreement and stored on the platform in accordance with applicable laws for legal agreements between Parties.
7.6 Collection Practices. Property-Lok™ will only collect, store, and use Subscriber Data for the sole purposes outlined in this Agreement.
7.7 Sharing Practices. Subscriber Data stored on the Application Platform is used solely for the purposes of providing services to the Subscriber and will not used for marketing purposes or shared in any form or manner with third parties.
8. INTELLECTUAL PROPERTY
8.1 Ownership. Property-Lok™ retains all right, title, and interest in and to the Application Platform, its services, and all Intellectual Property Rights therein.
8.2 Subscriber Data. Subscriber retains all right, title, and interest in and to Subscriber Data.
9. WARRANTIES AND DISCLAIMERS
9.1 Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
9.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROPERTY-LOK™ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. INDEMNIFICATION
10.1 Property-Lok™. Property-Lok™ shall defend Subscriber against any claim alleging that the Application Platform infringes a third party’s intellectual property rights, and shall pay any damages finally awarded against Subscriber as a result of such claim, provided that Subscriber promptly notifies Property-Lok™ of the claim and cooperates in the defense.
10.2 Subscriber. Subscriber shall defend Property-Lok™ against any claim arising from Subscriber’s use of the Application Platform in violation of this Agreement or applicable law, and shall pay any damages finally awarded against Property-Lok™ as a result of such claim.
11. LIMITATION OF LIABILITY
11.1 Limitation. IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
11.2 Exclusion. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, DATA, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
12.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its rules. The place of arbitration shall be in Williamson County, Texas.
13. MISCELLANEOUS
13.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements.
13.2 Amendments. No amendment or modification of this Agreement is binding unless in writing and signed by both Parties.
13.3 Assignment. Subscriber may not assign this Agreement without the prior written consent of Property-Lok™. The Subscriber shall be obliged to inform its Authorized Users before Authorized Users access the Platform. The Subscriber will be liable for any violation of obligations by its Authorized Users who violate obligations within the Subscriber's control.
13.4 Force Majeure. Neither Party shall be liable for any delay or failure to perform caused by events beyond its reasonable control.