1.SaaS Use Agreement This Subscription Agreement is made on [12/23/2024] (the "Effective Date") between Jester Technologies, Inc, dba Housetrakker.com (herein known as "Company"), and [#uname], herein known as "Customer", whose principal place of residence is at [#address]. By accepting this Agreement, the Customer agrees to pay for Customer’s private use of the SaaS and any related services according to the terms of the Agreement.
2.SaaS Description: The SaaS (Software as a Service) is the HouseTrakker.com website application which allows Customer to enter data regarding real estate property attributes and subsequently track and manage various aspects of real estate property maintenance. The features and attributes of the SaaS are more fully described on the website www.housetrakker.com
3.Term. This Agreement begins on the Effective Date and will continue until terminated (the "Term").
4.Grant of License to Access and Use Service. Company hereby grants to Customer, including to all Customer's Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the service (the “Service”) solely for Customer's personal and lawful use in accordance with the terms of this Agreement and the Company's online terms of use.
5.Ownership.Company shall at all times retain ownership of the Housetrakker.com software, and nothing in this Agreement nor contained in the software shall constitute any ownership rights for Customer. All intellectual property rights in the Services, Software, Website, and any and all underlying systems, including systems provided by third parties, is and remains the property of the Company. The Customer must not contest or dispute that ownership or the validity of the intellectual property rights.
6.Customer Restrictions. Customer will not;
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distribute, license, loan, or sell the Software or other content that is contained or displayed in it;
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modify, alter, or create any derivative works of the Software;
- reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;
- remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;
- upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
7.Customer Confidential Information. Customer confidential information shall include any information that is not public knowledge, including data uploaded to the Housetrakker.com software or created by or on behalf of Customer.
8.Company Confidential Information. Company confidential information includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property (“IP”) has a consistent meaning, and includes any enhancement, modification, or derivative work of the IP.
9.Limits of Confidentiality. The obligation of confidentiality does not apply to any disclosure or use of Confidential Information:
10.Data Protection and Security. Company shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the confidential information. Each party must, unless it has the prior written consent of the other party:
11. Data Privacy.
Company may collect, use and process Customer's data only in accordance with Company's online privacy policy. All data, content, and information, including Customer’s personal information, that is held, used, or created by Customer that is stored, inputted into, or otherwise contained in the Software shall be considered property of the Company, subject to the Company’s privacy policies. At no time will Company sell or otherwise provide to third parties any specific confidential Customer data. However, Company may anonymize Customer data and analyze Customers data for Company’s use, including general statistical analysis, trend analysis, and marketing purposes.
12. Permitted Users.
Permitted users are those persons authorized by the Customer to access and use the Service on behalf of the Customer. Customer will be provided with a single login ID which Customer, at Customer’s discretion, may provide to other users for use according to the terms of this Agreement. Customer is responsible for the actions of Customer’s permitted users. Customer and Permitted Users may not impersonate another User, attempt to access data that is not specific to the User, misrepresent their authorization to utilize the SaaS, or to disrupt or undermine the integrity or security of the SaaS.
13. Fees.
Customer shall pay Company an annual subscription fee based on current advertised rates (the "Subscription Fee") for the Service unless otherwise agreed to in writing by both parties.
14.No Implied Warranties: To the maximum extent permitted by law,
- the Company’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and,
- to the extent that they cannot be excluded, liability for them to Customer is limited to Maximum Liability clause; and
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the Supplier makes no representation concerning the quality of the Services and does not promise that the Services will:
- meet the Client’s requirements or be suitable for a particular purpose, or
- be secure, free of viruses or other harmful code, uninterrupted or error free.
15.Unrecoverable loss: Neither party is liable to the other under or in connection with the Agreement or the Services for any:
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a loss of profit, revenue, savings, business, use, data, and/or goodwill; or
- consequential, indirect, incidental or special damage or loss of any kind.
- Clauses 15a and 15b do not apply to limit the Customer’s liability in the case of fraud or willful misconduct that is shown to harm Company.
16.Rights to restrict: Without limiting any other right or remedy available to the Company, the Company may restrict or suspend the Customer’s access to the SaaS and/or delete, edit or remove the relevant data if the Company considers that the Customer (including any of its permitted users has:
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undermined, or attempted to undermine, the security or integrity of the SaaS or any underlying systems;
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used, or attempted to use, the SaaS:
- i for improper purposes; or
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ii.in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS;
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transmitted, inputted or stored any data that breaches or may breach the Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be objectionable, incorrect or misleading; or
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otherwise materially breached the Agreement.
17.Support Services. For the Term of this Agreement and at Company’s expense, Company will provide Customer with telephone or electronic support during Company's normal business hours in order to help Customer correct issues with the Software. Company makes no guarantees on the time it may take to resolve the Customers issues.
18.System Maintenance. Company may take the Service offline as necessary for scheduled maintenances and may change its schedule of maintenances with two weeks written notice to Customer.
19. System Availability.
Company makes best efforts to maximize system availability but makes no guarantees as to the availability of the Software and will not be responsible for any loss by Customer due to inability to access the Software. “System Availability" may be impacted by, but not limited to, downtime resulting from scheduled maintenance, events of force majeure, or malicious attacks on the system. The Customer may have additional issues connecting to the Software due to, but not limited to, issues associated with Customer's computing devices, local area networks, or internet service provider connections, which are beyond the Company’s ability to correct.
20.Additional Related Services. The Company may, from time to time, utilize or make available to Customer additional services from third parties to enhance the SaaS. The Company does not make any warranty or representation of the availability of those features, and does not guarantee that these services will be available to SaaS users for the Term. Company will notify Customer immediately if any related services will be discontinued.
21.Termination. Customer may terminate this Agreement for any reason on 30 days’ notice to Company.
22.Termination for Material Breach.
Each party may terminate this Agreement with immediate effect by delivering notice of the termination to the other party, if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of 30 days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
23.Termination for Failure to Pay.
Company may terminate this Agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the annual Subscription Fee on time. Company may suspend the account and limit Customer access until the Subscription Fee is paid. Company will maintain the Customers records for up to 90 days from the date the Subscription Fee was due. After 90 days the account will be considered closed and Company reserves the right to purge the Customers data from the Software.
24.Indemnification by Company for Infringement Claims.
Company shall indemnify Customer against all losses and expenses arising out of any proceeding brought by a third party and/or arising out of a claim that the Service infringe the third party's Intellectual Property rights.
25.Notice Requirement.
Before bringing a claim for indemnification, Customer shall notify Company of the indemnifiable proceeding, and deliver to Company all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
26.Failure to Notify.
If the Customer fails to notify Company of the indemnifiable proceeding, Company will be relieved of its indemnification obligations.
27.Exclusive Remedy. Customers' right to indemnification is the exclusive remedy available with respect to a claim of indemnification.
28.Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this Agreement.
29.Maximum Liability.
Neither party's liability under this Agreement will not exceed the fees paid by under this Agreement during the 12 months preceding the date upon which the related claim arose.
30.Feedback. If Customer provides Company with feedback, ideas, comments, or suggestions relating to the SaaS, including underlying systems, Customer agrees that all IP in that feedback and anything created as a result of that feedback (including enhancements, modifications, or derivative works), are owned solely by the Company.
31.Entire Agreement. This Agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or Agreements that may exist.
32.Amendment. This Agreement can be amended by the Company as necessary with reasonable notice to the Customer (within 10 days).
33.Assignment. Neither party may assign this Agreement or any of their rights or obligations under this Agreement without the other party's written consent.
34.Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][, or (v) electronic mail] to the party's address specified in this Agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
35.Receipt of Notice. A notice given under this Agreement will be effective on the other party's receipt of it, or if mailed, the earlier of the other party's receipt of it and the [fifth] business day after mailing it.
36.Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.
37.Severability. If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
38.Waiver. The failure or neglect by a party to enforce any of rights under this Agreement will not be deemed to be a waiver of that party's rights.
39.Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this Agreement and could not reasonably have been foreseen or provided against but will not be excused for failure or delay resulting from only general economic conditions or other general market effects
