info.servusconnect.comServusConnect Online Subscription Agreement v1.1

SERVUSCONNECT ™ ONLINE SUBSCRIPTION AGREEMENT Version 1.1 ServusConnect, Inc., a Delaware corporation (SERVUSCONNECT”), and wholly-owned subsidiary of NetVendor LLC, provides subscriptions to its ServusConnect™ proprietary multifamily property management software (the Services”) and related technical support services, in each case subject to the terms and conditions of this agreement (this Agreement”). Details about the specific modules, features and functionality of the Services that are made available to a particular subscriber are as set forth in one or more Order Forms that incorporate the terms of this Agreement by reference and that are executed by SERVUSCONNECT and the subscriber (each, a Order Form”). Additional Order Forms may be added at any time during the term of this Agreement to accommodate expansion/addition of services. These additional Schedules shall be pursuant to the terms set forth in this Agreement. 1. ACCEPTANCE By executing an Order Form with SERVUSCONNECT, the subscriber to the Services identified in the applicable Order Form (the SUBSCRIBER”) also accepts the terms and conditions of this Agreement. SUBSCRIBER should read this Agreement carefully for the terms and conditions that govern its use of the Services. The individual executing any Order Form on SUBSCRIBER’s behalf represents and warrants to SERVUSCONNECT that he or she is fully and duly authorized to agree to be bound by this Agreement on SUBSCRIBER’s behalf. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. 2. SAAS SERVICES AND SUPPORT 2.1 Subject to the terms of this Agreement, SERVUSCONNECT will use commercially reasonable efforts to provide the hosting, management and operation of the Services, in accordance with the Service Level Terms attached hereto as Addendum 1, to make the same available for remote electronic access and use by SUBSCRIBER and its employees or contractors that access or use the Services on SUBSCRIBER’s behalf (Authorized Users”). In addition, subject to the terms hereof, SERVUSCONNECT will provide SUBSCRIBER with reasonable technical support services in accordance with the terms set forth in Addendum 2. 2.2. Authorized Users are also permitted to download, install and use the separate iOS- and Android-based ServusConnect™ Mobile Maintenance App (the Mobile App”), subject to their acceptance of and compliance with the terms and conditions of the ServusConnect™ Mobile Maintenance App End User License Agreement (available online at [ https://servusconnect.com/terms/ ] (the EULA”). The terms of the EULA, and not this Agreement, govern Authorized Users’ access to and use of the Mobile App. SERVUSCONNECT will process personal information of Authorized Users using the Services or Mobile App in accordance with the ServusConnect™ Application Privacy Policy [ https://servusconnect.com/privacy/ ] (the App Privacy Policy”). Notwithstanding anything to the contrary in this Agreement, the EULA or otherwise, SUBSCRIBER shall be responsible and liable to SERVUSCONNECT for the acts, omissions and non-compliance with the terms of this Agreement, the EULA and/or any applicable Order Form by any Authorized Users to the same extent that as if such acts, omissions and/or non-compliance were by SUBSCRIBER directly. 3. RESTRICTIONS AND RESPONSIBILITIES 3.1 SUBSCRIBER will not, and will ensure its Authorized Users do not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Mobile App or any software, documentation or data related to the Services or Mobile App (collectively, the Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by SERVUSCONNECT or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. 3.2 Further, SUBSCRIBER may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 101, the Software and documentation are commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be commercial computer software” and commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 3.3 SUBSCRIBER represents, covenants, and warrants that SUBSCRIBER will use the Services only in compliance with SERVUSCONNECT’s standard published policies then in effect (the Policy”) and all applicable laws and regulations. SUBSCRIBER hereby agrees to indemnify and hold harmless SERVUSCONNECT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from SUBSCRIBER’s use of Services. Although SERVUSCONNECT has no obligation to monitor SUBSCRIBER’s use of the Services, SERVUSCONNECT may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 3.4 SUBSCRIBER shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, Equipment”). SUBSCRIBER shall also be responsible for maintaining the security of the Equipment, SUBSCRIBER account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of SUBSCRIBER account or the Equipment with or without SUBSCRIBER’s knowledge or consent. 4. CONFIDENTIALITY; PROPRIETARY RIGHTS 4.1 Each party (the Receiving Party”) understands that the other party (the Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as Proprietary Information” of the Disclosing Party). Proprietary Information of SERVUSCONNECT includes non-public information regarding features, functionality and performance of the Service and Mobile App. Proprietary Information of SUBSCRIBER includes non-public data provided by SUBSCRIBER to SERVUSCONNECT to enable the provision of the Services and/or Mobile App (Subscriber Data”). The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is...