The following terms of service (“Terms of Service”) consist of both End User Terms and Online Order Terms and, where applicable, Value-Added Service (“VAS”) Terms. The End User Terms and VAS Terms apply to each user of PropPMS (as defined below) software, services, web services and websites (the “PropPMS System”) and govern access to and use of the PropPMS System. The Online Order Terms and VAS Terms supplement the PropPMS order form (“Order Form”) that is executed when PropPMS clients (“Clients”) request access to the PropPMS System. Together, the Order Form (if any) and these Terms of Service form the “Services Agreement” establishing the client’s account and governing the client’s rights to access and use the PropPMS System and receive related services from PropPMS.
As used in these Terms of Service, “PropPMS”, “We” or “Us” means PropPMS Inc., a Delaware corporation with an address at 4000 International Parkway, Carrollton, Texas 75007 and/or its Affiliates (as defined in Section 30 below) who provide any VAS to a Client hereunder. If you, either an individual or an entity (“You”), have subscribed to the PropPMS System by executing an Order Form, You have consented to be bound by these Terms of Service. ADDITIONALLY, BY CLICKING ON THE “ACCEPT” BUTTON, INSTALLING OR USING THE PropPMS SYSTEM, OR REQUESTING SOFTWARE, WEBSITE DEVELOPMENT, HOSTING OR OTHER PRODUCTS OR SERVICES FROM PropPMS, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF SERVICE, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY.
These Terms of Service constitute a legally binding agreement between You and PropPMS (or, where specified in the Order Form, solely between You and the PropPMS Affiliate providing a purchased VAS, with respect to such VAS). If You do not agree to all of the Terms of Service, You are not permitted to access to the PropPMS System. If You do not wish to be bound by these Terms of Service, please contact PropPMS immediately to request cancellation of Your account.
The PropPMS System is protected by United States (“U.S.”) and international copyright laws, international treaty provisions and applicable law. PropPMS hereby grants to You a non-exclusive, non-transferable, limited license to use the PropPMS System and related user documentation on the terms and conditions set forth herein. The PropPMS System is licensed only for Your use. You may use the PropPMS System only in accordance with the applicable documentation and to perform the functions for which it is designated and for the purpose authorized by these Terms of Service.
The PropPMS System is licensed on a subscription basis pursuant to the subscription terms and conditions incorporated herein. We may provide updates to the PropPMS System on a periodic basis, and any such updates will replace the prior version of the PropPMS System. Each version of the PropPMS System may operate differently and may have different, more, or fewer features than prior versions. You shall not permit the use of any version of the PropPMS System by any other person nor shall You use the PropPMS System at any time after the license expires. Each update will be deemed to be part of the PropPMS System and shall be governed by these Terms of Service.
PropPMS is the exclusive owner of the PropPMS System and Your use of the PropPMS System does not provide You any right or interest in any of PropPMS’s intellectual property, including but not limited to common designs, layouts, content, program code, scripts, database structures, proprietary strategies and processes, and other intellectual property of PropPMS with the exception of user-uploaded content and data. Graphic designs or content created by PropPMS specifically for You as part of PropPMS’s professional service offering belong to You and can be used in other contexts; all other design elements (including customizable website templates) are the sole property of PropPMS
You acknowledge that the PropPMS System and its structure, organization, and source code constitute valuable trade secrets of PropPMS. Accordingly, You agree not to (a) modify, adapt, alter, translate, or create derivative works from the PropPMS System; (b) sublicense, lease, rent, loan, or otherwise permit a third party to use the PropPMS System; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the PropPMS System; or (d) otherwise use the PropPMS System except as expressly allowed in these Terms of Service. You shall cooperate and make Your facilities, information, data and equipment available to PropPMS in a timely manner when helpful for completion of customer specific implementation or troubleshooting.
Unless expressly and specifically permitted to do so under the terms of the Services Agreement, and then only in the exact manner specified, You may not (i) permit third parties to use the PropPMS System; (ii) remove or alter any trademark, service mark, logo, copyright, or other proprietary notices in or on the PropPMS System; (iii) place on any portion of the PropPMS System materials that are illegal, obscene, dangerous or libelous, or that violate, infringe or misappropriate any copyright, trademark, patent, trade secret, or other statutory or common law intellectual property right. PropPMS reserves the right, but does not assume the obligation, to remove from any portion of the PropPMS System any content or materials that violate the provisions of these Terms of Service; (iv) access the PropPMS System if you are a direct competitor of PropPMS, except with PropPMS’s express written consent; or (v) access the PropPMS System for purposes of monitoring its availability, performance, or functionality, or any other benchmarking or competitive purpose. You agree not to use the PropPMS System, or any information obtained through the PropPMS System, for any unlawful or unauthorized purpose. You agree that PropPMS has no obligation to retain any of Your content, data or material after the expiration or termination of the applicable Services Agreement and that such content, data or material may be irretrievably deleted after such expiration or termination.
You agree not to publicly criticize, ridicule, disparage or defame PropPMS or its products, services, policies, directors, officers, shareholders, or employees, with or through any written or oral statement or image (including, but not limited to, any statements made via websites, blogs, postings to the internet, or emails and whether or not they are made anonymously or through the use of a pseudonym). You agree to provide full cooperation and assistance in assisting PropPMS to investigate such statements if We reasonably believe that You are the source of the statements.
You agree not to register domain names that are derivatives of or deceptively similar to PropPMS or its trademarks or that have the purpose or effect of criticizing, ridiculing, disparaging, or defaming PropPMS, and its products, services, policies, directors, officers, shareholders, or employees.
You agree that PropPMS can place a reasonably sized and positioned logo and/or text link on website pages and emails included in the PropPMS System, including on publicly accessible pages of Your website. You also agree that PropPMS may reference its relationship with You for marketing purposes.
You or the person designated as the billing contact for Your PropPMS account (“Billing Contact”), must provide PropPMS with a valid credit card in order to activate Your account. You and/or Billing Contact may authorize PropPMS to automatically charge a credit card for all services (including any VAS) that You (and/or Your representatives) request, whether through an Order Form, online through the PropPMS System, or otherwise. Alternatively, You and/or Billing Contact can arrange for pre-payment of at least six months’ estimated charges and pay by ACH bank wire or credit card. Upon receiving notice that Your balance has reached $500 or less, You and/or Billing Contact must send another pre-payment equal to or greater than the first pre-payment. The 10% “credit” for making a pre-pay is only applicable to the initial pre-payment and prepaid amounts are not refundable. Failure to either send additional funds or switch to the credit card option and pay any past due amounts could result in suspension of Your services. You and/or Billing Contact will receive a receipt for all payments processed against the credit card or account by email and/or fax. If paying by credit card, Billing Contact agrees to keep credit card information updated, and to provide PropPMS with a new valid account number if the old card is deactivated or does not have sufficient credit available to pay Your fees. PropPMS reserves the right to place Your account on hold, suspend Your access to the PropPMS System and/or terminate the applicable Services Agreement or other services if You are overdue in paying Us any amounts due for PropPMS System access or other services You request. If You wish to dispute any fee that PropPMS has charged to Billing Contact’s credit card, You agree to discuss such dispute with PropPMS and work towards a resolution. You expressly agree not to dispute fees with Your issuing credit card company, which could result in a “charge back” to PropPMS. Declined, refused and/or returned payments may result in a $50.00 service charge payable immediately. Billing Contact and payment information must be kept current at all times and changes provided to PropPMS within 30 days of such changes. Notice should be sent to billing@PropPMS.net.
You hereby agree as follows: (i) You shall not use the PropPMS System for “spamming,” as determined by PropPMS in its reasonable discretion; (ii) You shall keep secure any identification, password and other confidential information relating to Your site and shall notify PropPMS immediately of any known or suspected unauthorized use of Your site or breach of security, including loss, theft or unauthorized disclosure of passwords or other security information; (iii) You shall not use the PropPMS System for any unlawful purpose; (iv) You shall not engage in any other conduct that restricts or inhibits any other person from using or enjoying the PropPMS System, or which, in the judgment of PropPMS, exposes PropPMS, or any of its customers or suppliers to any liability or detriment of any type; and (vi) You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the PropPMS System, and You shall be responsible for all charges related thereto. The PropPMS System allows You to send emails to people with whom You have an existing business relationship. All emails sent must comply with applicable laws and contain an opt-out link and full address information. Unless explicitly authorized by PropPMS, You are not allowed to send more than two thousand five hundred (2,500) emails per month through the PropPMS System.
You agree to use Your best efforts to prevent access to the PropPMS System through login and password by anyone other than Yourself, including but not limited to keeping such information strictly confidential, notifying PropPMS immediately if You discover loss of such information or access thereto by another party not under Your control and supervision, and by using a login and password not easily guessed by a third party. Although PropPMS will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of others due to such unauthorized use.
You may not access, download, use or export the PropPMS System, or the content provided on or through the PropPMS System, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all applicable foreign and domestic export laws, restrictions and regulations, and to not directly or indirectly provide or otherwise make available any services or products of PropPMS in violation of any such restrictions, laws or regulations. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the services of PropPMS outside the U.S. Neither the services or products of PropPMS nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to U.S. trade sanctions (Supplement No. 1 to Part 740, Export Administration Regulations, Country Group E:1), to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By agreeing to these Terms of Service, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further agree to provide Us such information as We may request from time to time to confirm compliance with the foregoing and, without limiting any other rights We may have hereunder, You agree that Your rights to access the PropPMS System may be suspended or terminated at any time pending receipt of information satisfactory to PropPMS to confirm compliance with the foregoing and all applicable laws.
By using the PropPMS System, You authorize PropPMS to access data stored on or transmitted through the PropPMS System to conduct research, operate and improve the PropPMS System and provide anonymous reporting for internal and external clients and business associates.
Certain advertising information may be displayed through the PropPMS System at PropPMS’s sole discretion. The display of advertising information shall not entitle You to any advertising fees or revenues from such advertising unless otherwise explicitly agreed to in writing by PropPMS. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the PropPMS System, including payment and delivery of related goods through the PropPMS System, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. You agree that PropPMS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service
The PropPMS System may include links to other Internet sites or resources. The PropPMS System also may provide functionality and information that facilitates Your ability to engage or contract with third party service providers, including without limitation PropPMS’s portal partners. When You engage such third party providers, You authorize PropPMS to transmit to such providers information about You and your properties that is stored in the PropPMS System as requested by such third party providers. However, because PropPMS has no control over such sites, resources or third parties, You acknowledge and agree that PropPMS (i) is not responsible for the availability of such external sites or resources and (ii) is not responsible or liable for any content, advertising, products, services or other materials made available by such third parties or through such sites or resources, even if such third party is identified as a PropPMS “portal partner,” “preferred partner” or any similar designation, or if such third party’s services have been “certified” as being compatible with the PropPMS Services. You further acknowledge and agree that PropPMS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, products or services made available by such third parties or through any such site or resource.
Personal data collected from Clients based in the European Union (EU) may be transferred outside of the EU, in particular to the United States of America and any other countries where PropPMS has offices. This personal data may include personal information from citizens residing within the European Union, and as such, the EU Data Protection Directive may apply to those transfers. Data transfer agreements (based on the EU model clauses) have been put in place with EU-based clients to ensure protection of personal data in line with European data protection requirements
PropPMS reserves the right to modify these Terms of Service (including without limitation the End User Terms and the Online Order Terms), the foregoing policies, and the other terms and conditions set forth on any PropPMS service or website, without prior notice, at any time and from time to time. Any such modification is effective upon the posting of same by PropPMS on its website. PropPMS also may notify You of any modifications by email or other correspondence to Your designated contact address. PropPMS recommends that You review these Terms of Service periodically for any changes that may have been made. Your continued use of the PropPMS System, services or websites subsequent to any such changes means that You agree to be bound by those changes. The most current version of these Terms of Service and such polices supersedes all previous versions.