Terms of Service

Introduction

Please review these innRoad Terms of Service carefully. Once accepted, these innRoad Terms of Service become a binding legal commitment between you (“you,” “your,” “yours,” or “Client”) and innRoad, Inc. (“we,” “us,” “ours,” or “innRoad”).  Sometimes in these innRoad Terms of Service we call you and us a “party” or together, the “parties.”

innRoad provides online property management services (collectively, the “Services”). By ordering the Services from innRoad through a service order, service agreement, or your account (“Service Order”), you accept and agree to these innRoad Terms of Service.  These innRoad Terms of Service together with any Service Order constitute the “Agreement” between you and innRoad.

Definitions

These are some defined terms that are used in this Agreement. There are other defined terms throughout the Agreement. You can tell if a term is defined if it has quotation marks around it. Except for when we refer to you/your/yours, us/we/ours, or party/parties, defined terms are capitalized when used again in the Agreement.

1. “Applicable Law” means any law that applies to you or us in a given circumstance, this includes laws, regulations, court orders, and arbitration determinations and agreements.
2. “Client User” means each user that you allow to use the Services on your behalf.
3. “Client Page” means any and all webpages on the Platform designated for your use to display your services and products to your Guest Users, including webpages designated for your use on https://_________.client.innroad.com.
4. “Guest User” means a guest user of your Client Page.
5. “Platform” means the electronic systems and internet sites of innRoad, including https://www.innroad.com/, and others, and through which we offer and provide the Services.

Our Intellectual Property Rights

Between you and us, we own all right, title, and interest to the Services and the Platform, all components of the Services and the Platform, and the copyrights, patents, trade secrets, trademarks, and other intellectual property rights pertaining to any aspect of the Services and the Platform. You acquire no ownership interest, derivative work, or component of the Services or the Platform through your use of them. You are not granted right, title, or interest to use any trademark, service mark, logo, or trade name of innRoad under this Agreement.

Your Use of the Services

1. Your licensed and permitted use. Subject to the terms of this Agreement, innRoad grants you a non-exclusive, non-transferable, non-sublicensable, and limited license and right to use and access the Services described in any Service Order for your internal business purposes.
2. Your account and related responsibilities. You are required to create an account with us to access certain features of the Services.
   1. Authorized representative. You represent and warrant that the person creating the account is authorized by Client to create the account on behalf of Client.
   2. Client Users. You may add Client Users to your account subject to any limitations in this Agreement. You are responsible and liable for each Client User’s access to and use of your account and the Services and for any breach of this Agreement by a Client User. Each Client User is subject to the access and use terms and restrictions contained in this Agreement.
   3. Security of your account. You are responsible for the security of your account and your use of the Services, including the access to and use of your account and the Services by each Client User. (a) You are responsible for establishing and maintaining the confidentiality of your account, your account access credentials (for example, username and password), and the information submitted via your account or otherwise in connection with your use or any Client User’s use of the Services. You agree to use commercially reasonable and prudent efforts to prevent unauthorized access to or use of your account or the Services. (b) Each Client User must have unique access credentials. Client Users may not share access credentials. You will perform entitlement reviews of access controls for all of your Client Users and provide innRoad with reports of such entitlement reviews upon its request. If you wish to discontinue a Client User’s access to the Services, you must notify innRoad in writing and innRoad will terminate such Client User’s access as soon as practicable. (c) The Services are only available to you and your authorized Client Users; you will not allow any other person to access or use your account or the Services. (d) You will notify us immediately of any unauthorized access to or use of your account or the Services. We have no liability to you for any unauthorized access of your account or the Services caused by your acts, omissions, or breach of this Agreement.
3. Your Client Page and related responsibilities.
   1. Guest Users. You may allow Guest Users to access and use your Client Page subject to any limitations in this Agreement. You are responsible and liable for each Guest User’s access to and use of your Client Page and the Services and for breach of this Agreement by a Guest User. Each Guest User is subject to the access and use terms and restrictions contained in this Agreement.
   2. Your Client Content. You are solely responsible and liable for all content on your Client Page provided by you, your Client Users, or your Guest Users (“Client Content”). You represent and warrant that none of the Client Content is a Prohibited Use or violates any intellectual property right of any third party.
   3. Our limited license and permitted use of Client Content and your name and marks. You grant us a royalty-free, worldwide license to use, reproduce, store, and process your Client Content, including your name, logo, trademarks, and service marks, for the purposes of providing the Services or our internal business purposes (such as compliance with Applicable Law or improvement of the Services).
   4. Our right to remove Client Content. We do not assume any responsibility to review, screen, or approve Client Content. We may, in our sole discretion, remove any Client Content at any time and for any or no reason.
4. Your compliance with law. You are solely responsible for compliance with all Applicable Law related to your use of the Services. You agree to provide reasonable cooperation regarding requests from law enforcement or other governmental authorities.
5. Restrictions on your use of the Services.
   1. Minimum age. You must be 18 years of age or older to create an account or use the Services.
   2. Prohibited Use of the Services. You, each Client User, and each Guest User will not do any of the following, collectively “Prohibited Use”: (a) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any component of the Services are compiled or interpreted, and you acknowledge that nothing in this Agreement will be construed to grant you any right to obtain or use such code; (b) duplicate or create any derivative product from the Services or any component of the Services; (c) license, sublicense, lease, resell, or transfer the Services to a third party or allow third parties (other than Client Users or Guest Users as permitted herein) to gain access to the Services; (d) remove any copyright, trademark, or other proprietary notions from the Services; (e) transmit material containing viruses, malware, or other harmful or deleterious computer code, files, scripts, agents, or programs; (f) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (g) attempt to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services; (h) conduct any denial of service (DoS) attack on the Services or otherwise attempt to disrupt, disable, or overload the Services; (i) attempt to gain access to the Services by automated means, such as bots; (j) attempt to gain unauthorized access to the Services, computer systems, or networks related to the Services; (k) create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications; (l) use the Services to violate any Applicable Law; or (m) interfere with another user’s use and enjoyment of the Services.
   3. Export restrictions. This Agreement is expressly made subject to any Applicable Law regarding export from the United States of computer software, technical data, or derivatives. You agree that you will not export, directly or indirectly, any technical data (as defined by the US Export Administration Regulations) produced or provided under this Agreement or any direct product of such technical data, including software, to a destination to which such export or re-export is restricted or prohibited by US or non-US law. This obligation survives the termination or expiration of this Agreement.
6. Suspension of your account. We may suspend your account or access to the Services by you, any Client User, or any Guest User, immediately if we, in good faith, believe: (i) that you, any Client User, or any Guest User has materially breached any provision of this Agreement; (i) that you, any Client User, or any Guest User is using the Services in a manner that threatens the security, integrity, or reliability of the Services; (iii) that there has been unauthorized access or fraud related to your account or the Services; (iv) that information in your account or provided in connection with the Services is untrue or inaccurate; or (v) that the provision of the Services (or a portion thereof) will expose us or you to legal, regulatory, or compliance risk.
7. Updates to the Services. You acknowledge that the features and functions of the Services may be updated or otherwise be subject to change. We will provide you with all generally released updates and patches to the Services (“Standard Updates”). We will not materially decrease the overall functionality of the Services you order.
8. Beta versions. We may make beta versions or features of the Services available to you, which you may use in your sole discretion. We may discontinue beta versions and features at any time and decide not to make them generally available.

Our Security Interests and Reserves

1. Security Interest As security for the performance of your obligations under this Agreement, you grant us a first priority lien and security interest on all funds processed and deposited into all payout accounts, and any other bank accounts associated with your innRoad payment accounts, and in any funds processed using the payment processing services.
   These security interests and liens will secure payment and performance of all your obligations under this Agreement and any other agreements now existing or later entered into between us and you, including without limitation, your obligations to pay any amounts due and owing to us.
   You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain, and enforce this security agreement.

2. Power of Attorney You hereby appoint innRoad or any officer of innRoad as your attorney in fact with full power of substitution for purposes of executing and endorsing such documents and instruments in your name, as may be necessary to perfect our security interest, as described herein, and to effect the liquidation of the security as provided, which power of attorney is coupled with an interest and irrevocable.

3. Our Collection Rights To the extent permitted by law, we may collect any obligations you owe us under this Agreement by requesting that the processor deduct the corresponding amount from the reserve account (as defined herein) or from funds payable to you arising from the settlement of transactions.
   Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transaction. If these amounts are not sufficient to meet your obligations to us, we may charge the payment method associated with your innRoad payment account for any amounts owed to us.
   Your failure to pay all amounts you owe to us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection and enforcement of this Agreement, in addition to the amount owed, including without limitation, attorney fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and all applicable interest.

4. Reserves Funds held in reserves are amounts of money set aside to cover charge backs, refunds, or other payment obligations under this Agreement (the “reserve Account”). We, in our sole and absolute discretion will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (up to the full amount) of the funds received for a transaction are held for a period of time, or that additional amounts are held in the Reserve Account.
   We, in our sole and absolute discretion, may elect to change the terms of the Reserve Account at any time, for any reason, based on your payment processing history or as requested by our payment processors.
   We may require you to fund the Reserve Account by means of; (i) any funds payouts made or due to you for Transactions submitted to the payment services; or (ii) amounts available in your bank accounts by means of ACH debit to your innRoad payments account; or (iii) other sources of funds associated with your innRoad payment account; or (iv) requesting that you provide funds to us for deposit to the Reserve Account.
   You agree that: (i) you hereby forgo and are not entitled to any interest or other compensation associated with the funds held in the Reserve Account; (ii) you hereby forgo and acknowledge that have no right to direct the Reserve Account; (iii) you have no legal interest in those funds or the Reserve Account; and (iv) you may not assign any interest in those funds or that Reserve Account.

Fees and Payment Terms

1. Fees. You agree to pay the fees for the Services stated in the applicable Service Order and all additional fees and charges incurred during your use of the Services, such as transaction fees, chargeback fees, instant transfer fees, commission fees, payment processor fees, and professional services fees.
   • innRoad Payments module: In the event your daily payment processing balance is negative, due to excessive refunds or chargebacks, the external bank account that is on file with will be debited for the negative balance. You must always keep a valid bank external account, which allows both deposits and withdrawals, on file. An invalid external bank account may lead to delayed payouts and possibly transfer fees for repeated transfer attempts incurred by innRoad or any third-party products and terms applicable to the innRoad Payments module. All applicable fees will get automatically deducted from your innRoad Payments balance.
2. Professional services fees. The fees stated in a Service Order are exclusive of professional and technical support services. If you require professional or technical support services other than Standard Updates, such as set up and configuration of your Client Page, we will charge and you agree to pay for such services at our then-standard hourly professional services rate plus any out-of-pocket costs reasonably incurred by us.
3. Fees. The fees stated in a Service Order are exclusive of taxes. You agree to pay all taxes and fees imposed by governmental authorities. Unless otherwise required by Applicable Law, in the event you dispute taxes applied on your invoice, you must request a refund of the disputed tax within 60 days of the date of the invoice containing such tax.
4. Payments. Payments are non-refundable. Late payments will bear interest at the lesser of (i) 1.5% per month calculated and compounded monthly or (ii) the highest rate permissible under Applicable Law, except for payments that are properly disputed. If we process your payments using a third-party payment processor, such payments will be governed by the third-party payment processor’s terms of use and privacy policy.
5. Invoice disputes. You must notify innRoad within 60 days of the date of your invoice if you dispute any fees, taxes, or other charges in the bill. Unless otherwise required by Applicable Law, you cannot dispute an invoice or payment more than 60 days after the date of the applicable invoice.

Personal Information

1. Personal information. You agree that we may use, disclose, and maintain personal information according to: https://www.innroad.com/privacy-policy/and any changes to the policy published by us. You represent and warrant that you have complied with all Applicable Law and received the proper authority or consent to allow us to collect and process personal information from you, your Client Users, and your Guest Users to provide the Services and operate our business.
2. Your responsibilities for personal information. You agree that with respect to personal information that you, your Client Users, or your Guest Users provide or make available in connection with the Services or on the Platform, you are the “owner” or “controller” and we are the “processor,” as those terms may be used under applicable privacy law. You are responsible for all compliance with applicable privacy law, including responding to individual requests related to their rights under applicable privacy law and providing individuals with required notifications, including notifications of breach. To the extent that we assist you with your compliance obligations under applicable privacy law, you shall reimburse us for any time spent by us for such assistance at our then-standard or other reasonable professional services rate and any out-of-pocket costs reasonably incurred.

Representations, Warranties, and Disclaimer

1. Your additional representations and warranties. By entering into this Agreement, you make representations and warranties to us. Some of your representations and warranties are contained in this Section and some are contained in other Sections of this Agreement (including Sections 4 and 6).
   1. Valid agreement. You represent and warrant that you have validly accepted or entered into this Agreement and have the legal power to do so.
   2. Accurate information. You represent and warrant that all information you, your Client Users, or Guest Users provide to us or make available to us is true and accurate and that you have the right to provide the information to us under Applicable Law. You have the sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information you, your Client Users, and Guest Users provide or make available to us.
   3. No Sanctions Lists. You represent and warrant that you are not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). If you, any Client User, or any Guest User becomes placed on any Sanctions List, you will notify us immediately and discontinue the use of the Services by you, your Client User, or your Guest User as applicable.
2. innRoad’s representations and warranties.
   1. Valid agreement. We represent and warrant that we have validly accepted or entered into this Agreement and have the legal power to do so.
   2. Provision of Services. We represent and warrant that the Services perform materially in accordance with their description in a Service Order. Your exclusive remedy for a breach of this Section 7.b.ii. will be, at our option, to (a) remediate any material non-conformity; or (b) refund you the fees you paid for the time period during which the affected Services do not comply with this Section 7.b.ii.
3. DISCLAIMER OF WARRANTIES. Except as expressly warranted in this Agreement and to the fullest extent permitted by Applicable Law, the Services and any other materials, data, software, products, and services provided under this Agreement or on the Platform are provided “as is” and “with all faults,” and we expressly disclaim all other warranties of any kind or nature, whether express, implied, or statutory. We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We expressly disclaim any warranties of system integration, non-interference, absence of any defects (whether latent or patent), or security of data. We do not warrant or make any representations concerning the accuracy, completeness, or usability of information or materials provided in connection with our Services, found on our Platform, or linked to our Platform. We expressly disclaim any warranty related to third-party websites or other third-party content that may be accessed through our Services or our Platform. We make no warranty or representation on the basis of trade usage, course of dealing, or course of performance. We do not warrant or represent that the Services or any other materials, data, software, products, or services provided under this Agreement or on the Platform will meet your requirements, comply with Applicable Law, generate enforceable obligations, or that the operation of them will be uninterrupted or error-free, or that all errors will be corrected. You acknowledge that our obligations under this Agreement are for the benefit of Client only. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.  We are not responsible for any delays, delivery failures, or other damages resulting from such problems.

Indemnification

1. Your indemnification of innRoad. You agree to defend, indemnify, and hold us, our affiliates, and our third-party providers, licensors, and suppliers, along with our and their respective directors, officers, employees, and agents, harmless from any claims, damages, losses, or costs (including reasonable attorneys’ fees and expenses)  arising out of the use of the Services, breach of this Agreement, or violation of any Applicable Law or the rights of any third party by you, any Client User, any Guest User, or any person you provide access to the Services.

Limitations of Liability

1. WE HAVE NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES. To the fullest extent permitted by Applicable Law, you agree to limit claims for damages (or other monetary relief) against us to direct and actual damages regardless of the theory of liability. This means that you will not seek any indirect, incidental, special, consequential, treble, or punitive damages from us. These disallowed damages include, but are not limited to, damages arising out of unauthorized access to, loss, or theft of your account, information, or data or that of your Client Users or Guest Users, lost profits, costs of delay, failure of delivery, business interruption, costs of procurement of substitute goods, services, or technology, or liabilities to third parties arising from any source. These limitations apply regardless of the cause of the damages, including negligence by us or our third-party providers, licensors, or suppliers. These limitations apply even if we have been advised of the possibility of such damages. These limitations apply without regard to whether other provisions of this Agreement have been breached or proven ineffective. These limitations also apply to any claims you may bring against any third party to the extent that we would be required to indemnify that third party for such claim.
2. WE ARE NOT LIABLE FOR DAMAGES OUT OF OUR CONTROL. You agree that we are not liable for delays, problems, or damages caused by you or a third party, by any act of nature, by any act beyond our reasonable control (for example, war, terrorist acts, labor disputes, government actions, pandemics), or by any criminal activity by someone unrelated to us.
3. YOU AGREE TO LIMIT THE AMOUNT OF DAMAGES PAYABLE BY US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF INNROAD, OUR AFFILIATES, AND OUR THIRD-PARTY PROVIDERS, LICENSORS, OR SUPPLIERS ARISING OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES THAT YOU PAID TO USE THE RELEVANT SERVICES IN THE 12 MONTHS BEFORE OUR BREACH OR THE FIRST INCIDENT GIVING RISE TO OUR LIABILITY; OR, IF NO FEES WERE PAID IN SUCH PERIOD, $100.
4.  YOU AND WE AGREE TO LIMIT THE DEADLINE TO BRING CLAIMS. To the fullest extent permitted by Applicable Law, you and we each agree that all claims related to this Agreement must be brought within 2 years of the date the claim arises (even if Applicable Law provides for a longer statute of limitations).
5.  YOU AND WE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. The limitations of liability in this Section 9 constitute an important part of this Agreement and are among the reasons you and we are willing to enter into this Agreement. Without these limitations of liability, the provisions of this Agreement, including the economic terms, would be substantially different.

Term, Termination, and Survival

1. Term. This Agreement will commence on the date you enter into a Service Order and continue until terminated in accordance with Section 10.b.
2. Termination
   1. Termination at end of Service Order. This Agreement will terminate upon the expiration, cancellation, or termination of all outstanding Service Orders.
   2. Termination for convenience. You or we may terminate this Agreement (including all Service Orders that are in effect) at any time and for any reason by giving 30 days written notice to the other party.
   3. Termination for material breach. You or we may terminate this Agreement (including all Service Orders that are in effect) in the event the other party commits any material breach (including non-payment) of this Agreement and fails to remedy such breach within 15 days after receiving written notice of such breach.  
   4. Termination for insolvency. Subject to Applicable Law, you or we may terminate this Agreement immediately by providing written notice to the other party in the event of the other party’s dissolution, liquidation, assignment for the benefit of creditors, or commencement of proceedings (voluntary or involuntary) for receivership or bankruptcy.
   5. Suspension of access. We may suspend your access, a Client User’s access, or Guest User’s access to the Services if permitted by another provision of this Agreement. We may not be required to give any notice to you to suspend access under such other provisions.
3. Effect of Termination. Upon termination of this Agreement, you, each Client User, and each Guest User will immediately discontinue access to and use of the Services and promptly pay all outstanding amounts due. You are still liable for any dispute chargebacks that are received for the transactions you processed prior to termination and that occur for up to 120 days after termination. You will be billed for the amount of the chargeback plus a $15 fee, per chargeback. We have the right to delete all information and data related to your account and use of the Services immediately upon termination and will incur no liability for such deletion. But we may retain such data and information, in our sole discretion, for the purposes of complying with Applicable Law or our other business purposes.
4. Survival. All provisions of this Agreement that are intended to survive or that must survive in order to give effect to its meaning (including, but not limited to, the provisions of Sections 3, 6, 7, 8, 9, 10, and 11) will survive the termination or expiration of this Agreement.

General

1. Choice of law and jurisdiction; JURY TRIAL WAIVER. This Agreement is governed by the laws of the state of New York, without regard to the conflicts of laws rules. Foreign laws do not apply. Court proceedings must be brought in state or federal court located in New York, New York. YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
2. Notices. You may deliver notices to us by email to [email protected].We may deliver notices to you via email, mail, or electronic means using the contact information on your Service Order or in your account or by posting the notice on the Platform. Electronic notices are considered delivered when sent or posted. Postal notices are considered delivered 3 days after mailing. Notices delivered by a nationally recognized courier (for example, UPS and FedEx) are considered delivered when received.
3. E-Sign Consent. We may need to provide you with certain communications, notices, agreements, billing statements, or disclosures (“Communications”) in writing regarding the Services. You agree and consent to receive Communications electronically from innRoad, our affiliates, and our third-party service providers, rather than in paper form, and to the use of electronic signatures in our relationship with you (“E-Sign Consent”). You also acknowledge and agree that you have the ability to receive Communications electronically. You may withdraw your consent to receive Communications electronically at any time by sending us notice at the email or postal address in the Notice Section 11.b above. If you choose to withdraw your consent, we may terminate your access to the Services.
4. Platform materials. The information and materials on our Platform may contain technical, typographical, photographic, or other errors. We do not warrant that any information or materials on our Platform are accurate, complete, or current. We may make changes to information and materials on our Platform at any time without notice, but we make no commitment to do so.
5. Third-Party connections. The Services may include integrations, links, or connections to third-party websites, applications, or services. This inclusion does not imply review or endorsement by us; you proceed at your own risk to a third-party website, application, or service. We do not warrant, and are not responsible for, the services, products, statements, or claims made by or about a third party, or the actions or omissions of any third-party. You must review and comply with any third-party terms of service or other provisions.
6. Third-Party beneficiaries. Our third-party providers, licensors, and suppliers and our affiliates are considered to be third-party beneficiaries of this Agreement solely to the extent necessary for them to enforce any protections afforded them by this Agreement, except as otherwise provided in this Agreement. There are no other third-party beneficiaries to this Agreement. All rights and benefits of this Agreement from us are intended solely for Client as the original purchaser of the Services.
7. Independent Contractors. You and we agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship, or franchise between the parties. You and we are acting as independent contractors in making and forming this Agreement.
8. Assignment. You and we are prohibited from assigning this agreement to a third party without the prior written consent of the other party to this Agreement except as provided in the next sentence. You and we may assign this Agreement in its entirety (including all Service Orders), without the consent of the other party, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially of all assets. Any permitted assignment will not relieve the assigning party of its obligations under this Agreement unless agreed in writing by the other party. Subject to the foregoing restrictions on assignment, this Agreement will bind and inure to the benefit of your and our respective successors and permitted assigns.
9. Amendment. We have the sole discretion to change the terms of this Agreement or make changes regarding any aspect of the Services, except as otherwise provided in this Agreement. If this occurs, we will provide you with notice via any means we consider reasonable, including, without limitation, email, posting on our Platform, or updates to the Services. After we provide notice, your continued use of the Services constitutes your acceptance of the changes and the Agreement as amended.
10. Waiver. You and we cannot waive any provision of this Agreement except in a writing signed by you and us. Our failure to insist on or enforce strict performance of any provision of this Agreement or any of our rights is not a waiver of any provision or right.
11. Severability. If any part of this Agreement is held invalid or unenforceable, that part may be severed from the Agreement to the minimum extent necessary to cure such invalidity or unenforceability. The remainder of the Agreement will remain valid and enforceable.
12. Entire Agreement. This Agreement is the entire agreement between you and us regarding the rights you have with respect to the Services, except as provided by Applicable Law, and you cannot rely on any other documents, statements on our Platform, or statements by any of our representatives or agents.