Please read and agree to the Terms and Conditions to continue.
Space Master Subscription Agreement
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
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
Space” means the online application that is used as part of the “Service”
Code” means viruses, worms, Trojan horses and other harmful or malicious
code, files, scripts, agents and/or programs.
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.
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.
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.
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.
"Us" or "Our" means Sentry Dynamics,
Inc. a company described in Section 20 (Who You Are Contracting With).
means Sentry Dynamics, Inc. a company described in Section 20 (Who You Are
or "Your" means the person and/or entity subscribing to the Service.
Data" means all electronic data or information submitted by You
to the Services or Trial Service.
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.
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.
3.1. 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.
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
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
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
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
5.2. Invoicing and
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.
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
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
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.
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.
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
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
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.
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.
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.
condition precedent to Sentry’s duty to perform hereunder, You agree to perform
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Agreement shall be interpreted, governed by, construed and enforced in
accordance with the laws of the State of Idaho.
signatories of this Agreement warrant they have the authority to contractually
bind the parties hereto.
I agree to the Property Space Master Subscription Agreement