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Brass Tacks Solutions, LLC
Terms of Services (TOS)
Last updated January 30, 2018.
Capitalized terms used in these Terms of Services have the meanings set forth in Section 11.8 below.
THESE TERMS ARE A CONTRACT BETWEEN YOU AND BRASS TACKS SOLUTIONS, LLC, LLC AND GOVERN YOUR USE OF AND ACCESS TO THE SERVICES, THE SOFTWARE, THE DATA, AND THE SITES, WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION, FREE TRIAL, GUEST ACCESS OR ANY OTHER USE. BY ACCESSING, BROWSING, OR USING THE SERVICES, THE SOFTWARE, OR THE SITES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND THAT YOU WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. YOUR USE IS SUBJECT TO THE MOST RECENT VERSION OF THESE TERMS POSTED ON THE SITES AND IT IS YOUR RESPONSIBILITY TO PERIODICALLY CONSULT THESE TERMS WHENEVER YOU INTEND TO USE THE SERVICES, THE SOFTWARE, OR THE SITES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES, THE SOFTWARE, OR THE SITES.
Your Acceptance
1.1. Acceptance by Use. By registering an account, selecting a Subscription Plan, using, hosting, accessing, installing or servicing Software, or by otherwise using the Sites or Services (including, without limitation, any applications, content and functionality available through the Services), You accept and agree to be bound by these Terms and the Privacy Policy.
1.2. Corporate Representative. If You are entering into these Terms on behalf of a company or other legal entity, then You represent and warrant that You have the authority to enter into these Terms on behalf of such entity and that from and after Your acceptance of the Terms, the Terms are binding upon the entity You represent, in which case the terms "You" and "Your" will refer to such entity.
1.3. Age Restrictions. You represent and warrant that You are either older than 18 years of age, an emancipated minor, or possess legal parental or guardian consent, and are fully able, competent, and legally permitted to enter into the terms, obligations, affirmations, representations, indemnities, and warranties set forth in these Terms and to abide by and comply with these Terms. You further represent and warrant that You are over the age of 13, as the Services is not intended for children under the age of 13. If You are under the age of 13, then do not use the Services.
1.4. Acceptance of Modifications by Use. Although Brass Tacks Solutions, LLC may attempt to notify You directly when major changes are made to these Terms, Brass Tacks Solutions, LLC may, in its sole discretion, modify or revise these Terms and the Privacy Policy at any time by posting such changes on the Sites, and You agree that by continuing to use the Services after posting, You accept and are bound by such modifications or revisions.
The Services
2.1. Scope of Services. The Services provided by Brass Tacks Solutions, LLC as an online exchange for the management of access to and exchange of Keys. Brass Tacks Solutions, LLC and its Service Providers provide You with the means to manage listings of Keys, share access rights to Keys with other Customers, and a network of Locations and Software through which to exchange Keys.
2.2. Users. Brass Tacks Solutions, LLC allows users who have accepted a Subscription Plan and created an account on the Services, or otherwise accepted these Terms, to utilize the Services in different ways and in one or more capacities, including, but not limited to:
2.2.1. "End Users," the active or passive operator of the Service or Software
2.2.3. "Enterprise Users," who have a business use case for the Services that may include, without limitation, acting as a Location Provider on its own premises, onboarding its own staff and customers as End Users, programming a custom integration through the Brass Tacks Solutions, LLC API, connecting with and managing End Users' accounts directly or through an integration, offering co-branded or whitelabled Software or utilizing the Services on a large scale.
(all of such users and any other users of the Services are collectively, "Customers").
2.3. Customer Information. Customers using the Services must provide certain information, including but not limited to, name, email address, mobile telephone number, and Key aliases, and have the option to provide further identifying information related to Keys such as access information and addresses (collectively, "Customer Information") which are used for Your account access and to facilitate the exchange of Keys.
2.4. Third Party Sharing Applications. You may choose to share Your Customer Information through the Services with other Customers of the Services, or through third party sharing applications ("Third Party Sharing Applications") to third parties outside the Services. Whether or not You authorized the third party to share Your Customer Information, You understand and agree that Brass Tacks Solutions, LLC has no control over or ability to retract or delete any Customer Information shared through a Third Party Sharing Application, whether by You or by another Customer. Without limiting the foregoing, if You use a Third Party Sharing Application, and share Your third party account information with Brass Tacks Solutions, LLC, You agree that Your use of a third party API, content or its member or customer content is at all times subject to the terms and conditions of the third party terms of service, privacy policy and the documents incorporated therein.
2.5. Third Party Websites. By using the Services, You expressly relieve Brass Tacks Solutions, LLC from any and all liability arising from Your use of any third-party site or viewing any Customer Information shared by another Customer. Brass Tacks Solutions, LLC has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party. Brass Tacks Solutions, LLC cannot and will not censor or edit the content of any third-party site, or any Customer Information shared by a Customer.
2.6. Your Right of Use. Subject to Your compliance with these Terms, once You create an account and become a Customer, Brass Tacks Solutions, LLC hereby grants to You a personal, limited, non-exclusive, non-transferrable, and revocable license to: (i) view, download and print any information made available by Brass Tacks Solutions, LLC through the Services, including any information licensed from a third party (excluding Customer Information), (ii) view any Customer Information selectively shared with You by other Customers, solely for the intended and permitted purposes of the Services, and (iii) utilize the Services as intended to exchange or facilitate the exchange of Keys at Locations.
2.7. Limitations on Your Right of Use. The Services provided to You solely for the purposes expressly set out in these Terms. Without the prior written consent of Brass Tacks Solutions, LLC, it may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose other than the use as intended through the provided functionality of the Services. Brass Tacks Solutions, LLC reserves all rights not expressly granted in and to the Services. Brass Tacks Solutions, LLC reserves the right to discontinue any aspect of the Services at any time for any reason.
The Software
3.1. The Software licensed under this agreement is the computer, mobile or any other device provided by BRASS TACKS SOLUTIONS, LLC, which consists of executable files, data files, and documentation.
3.2. Grant of License. BRASS TACKS SOLUTIONS, LLC grants you the right to use the Software and Services in accordance with the terms of this Agreement. You may load the software into RAM as well as install it on a hard disk or other storage device. You may not modify, translate, disassemble, reverse engineer, decompile, or create derivative works based upon the Software and Services communications will not be monitored, manipulated, recorded, or stored. You agree that the Software will not be shipped, transferred, or exported into any country in violation of the U.S. Export Administration Act and that you will not utilize the Software in violation of any applicable law. (this all apply with every device capable of running content from BRASS TACKS SOLUTIONS, LLC)
3.2.1. Free Version License. You may distribute links of the free version (link for Google Play) of the demo version of the Software freely to other users, provided that any copy must contain the original, unaltered files and proprietary notices. You have the ability to buy ad free version at any time by purchasing the ad free version from original source.
3.2.2. Registered Version License. When you purchase the ad free Software, you will receive the full version, if such version is available for that particular application. You agree not to distribute the full version to others and to use it only for your own personal use. You acknowledge that distribution of the registered version to others, whether intentional or unintentional, could damage BRASS TACKS SOLUTIONS, LLC both financially and professionally. Any unauthorized distribution of your registered version will result in immediate and automatic termination of your license or right to use our content.
3.3. Copyright. The Software is owned by BRASS TACKS SOLUTIONS, LLC and is protected international treaties. You must treat the Software like any other copyrighted material, except that you may give download link of the free version of the Software to give to other persons under the terms of this Agreement. You may not distribute copies of the full ad free version to others.
3.4. NO WARRANTY. THE SOFTWARE IS PROVIDED "AS-IS". NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARE MADE AS TO IT OR ANY MEDIUM IT MAY BE ON. BRASS TACKS SOLUTIONS, LLC WILL PROVIDE NO REMEDY FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING FROM IT, INCLUDING SUCH FROM NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY OR CONTRACT, EVEN AFTER NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. BRASS TACKS SOLUTIONS, LLC DOES NOT TAKE ANY RESPONSIBILITY FOR DAMAGE CAUSED BY CONTENT OF BRASS TACKS SOLUTIONS, LLC. USE AT YOUR OWN RISK.
3.5. General Provisions. This Agreement is the sole and entire Agreement relating to the subject matter hereof, and supercedes all prior understandings, agreements, and documentation relating to such subject matter. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.
3.6. Distribution. BRASS TACKS SOLUTIONS, LLC allows and encourages all web sites distribute the free version of this BRASS TACKS SOLUTIONS, LLC Software.
General Use of the Services and the Software
4.1. Permitted Uses. You may only use the Services and the Software for lawful purposes. You agree to use the Services and the Software only in a manner consistent with all applicable laws, regulations, and Brass Tacks Solutions, LLC's policies and procedures. Brass Tacks Solutions, LLC reserves the right to investigate and take action against any Customer who violates this provision, as solely determined by Brass Tacks Solutions, LLC. Such action may include without limitation removing Customer Information from the Services, blocking the violating device from accessing the Services, inspecting items dropped off at any Location, and terminating the account of any violating Customer.
4.2. Prohibited Uses. Without limiting Section 4.1, You expressly agree that You will not (i) use the Services or the Software for sending or storing any unlawful information or material, to gain unlawful access, in furtherance of any crime, or for fraudulent purposes; (ii) use the Services to commit intellectual theft, material theft, or blackmail of any kind; (iii) use the Services to infringe upon Brass Tacks Solutions, LLC's or any third party's privacy rights, trademarks, intellectual property rights, contract rights, or any other rights of any person, or to defame or to slander any person; (iv) collect or harvest any personally identifiable information from the Services, nor use the communication systems provided by the Services (e.g., comments, content posting, or email) for any commercial solicitation purposes; (v) solicit, for commercial purposes, any Customers of the Services; (vi) use the Services for the purposes of obtaining Confidential Information or product information for the development of a similar or competing product; (vii) reverse engineer the Services or the Software; (viii) use or launch any automated system, including without limitation any "robot" or "spider" that accesses the Services; or (ix) interfere with, or attempt to interfere with, the Services or the networks or services connected to the Services, whether through the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the same to occur. The Services and the software embedded within the Services may include security components that permit digital materials to be protected and use of the Services is subject to usage rules set by Brass Tacks Solutions, LLC and other content providers who provide content to the Services. You may not attempt to override or circumvent any of the usage rules embedded into the Services. Brass Tacks Solutions, LLC reserves the right to terminate the account of and take any other actions available at law, including without limitation seeking injunctive relief, against any Customer who engages in a prohibited use. This Section 4.2 will survive any termination of these Terms.
4.3. Community Guidelines. In addition to adhering to the prohibited use requirements set out in Section 4.2, You agree that You will adhere to the rules set out in the Community Guidelines. Please read the Community Guidelines for rules and advice on how to use the Services. Brass Tacks Solutions, LLC reserves the right to terminate the account of and take any other actions available at law, including without limitation seeking injunctive relief, against any Customer who violates the Community Guidelines.
4.4. Free Trial Limitation. Brass Tacks Solutions, LLC may, from time-to-time and for limited times, at Brass Tacks Solutions, LLC's election, offer promotional free trials of the Services to a limited number of free Key pickups. These promotions are intended to give You an opportunity to sample the Services within a reasonable period of time. Brass Tacks Solutions, LLC may after a period of use send You one or more notifications requesting that You input Your billing information and subscribe as specified by Brass Tacks Solutions, LLC. If You do not subscribe or remove Your Keys from the Services within 15 days of the date of such notification, You agree that Brass Tacks Solutions, LLC may at its option remove and discard Your Key without further notice and with no liability to Brass Tacks Solutions, LLC.
4.5. Use of the Software. You covenant and agree that You will take ordinary care in Your use of the Software and that You will not misuse or abuse the Software in any way.
4.6. Inherent Limitations. The Services and the Software may be subject to limitations, delays, and other problems inherent in the use of the internet, electronic communications, and call centers, or inherent in changes, upgrades, maintenance, and servicing of the Software and the Services. Brass Tacks Solutions, LLC is not responsible for any delays, delivery failures, or other problems resulting from such inherent limitations.
Brass Tacks Solutions, LLC Accounts, Billing and Payments
5.1. Creation of Your Account. In order to access the Services and become a Customer, You must (i) create a Brass Tacks Solutions, LLC account and register as a member by providing complete and accurate registration information, including a valid email address, password, and certain other required information as requested by Brass Tacks Solutions, LLC, (ii) be invited as a guest user by another Customer who supplies your contact information.
5.2. Responsibility for Your Account. You are solely responsible for all activity that occurs on Your account, and You must keep Your account password, PIN, single use access tokens, and other access credentials provided by You or generated by Brass Tacks Solutions, LLC secure. You must notify Brass Tacks Solutions, LLC immediately of any breach of security or unauthorized use of Your account. Brass Tacks Solutions, LLC is not liable for any losses caused by any unauthorized or authorized use of Your account or related information. You may be liable for the losses of Brass Tacks Solutions, LLC or others due to such unauthorized use. For the security of all Customers, You agree to follow Brass Tacks Solutions, LLC's protocols for granting Key access which may require new Customers to setup a Brass Tacks Solutions, LLC account or to utilize an access code sent to them by Brass Tacks Solutions, LLC. If You give anyone Your mobile number, account password, PIN or other access credentials to access Your Key, You agree You have knowingly and intentionally breached Your security and Brass Tacks Solutions, LLC's security and that You will be liable for any harm that may result from the unauthorized party's access to Your Key or to the Services.
5.3. Fees on Your Account. Any fees owed by You to Brass Tacks Solutions, LLC for Your use of the Services are due immediately and all payments received are non-refundable (except in Brass Tacks Solutions, LLC's sole discretion), even upon termination of Your account, whether by You or by Brass Tacks Solutions, LLC. All pricing information is published on the Sites or on Your billing page or order form, as applicable, and is subject to change at any time and in the sole discretion of Brass Tacks Solutions, LLC. By continuing to use the Services after a change in pricing, You accept any new pricing. Brass Tacks Solutions, LLC may contact You about special pricing if You maintain an exceptionally high use of the Services.
5.4. Taxes. Unless otherwise stated, Brass Tacks Solutions, LLC's charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes, export and import duties, and all similar taxes assessable on the Services or the Software by any local, state, provincial or foreign jurisdiction, if any apply (collectively "Taxes"). You are responsible for paying Taxes, except those assessable against Brass Tacks Solutions, LLC based on Brass Tacks Solutions, LLC's income. If Brass Tacks Solutions, LLC has a legal obligation to do so, Brass Tacks Solutions, LLC will invoice You for such Taxes, and You agree to pay Taxes as invoiced.
5.5. Billing. You hereby authorize Brass Tacks Solutions, LLC to bill Your credit card, debit card, or other payment instrument in advance and on a periodic pay per use basis in accordance with the Subscription Plan You choose until You terminate Your Subscription Plan. You represent and warrant that You are authorized to use the credit card, debit card, or other payment instrument used in connection with Your account and that the information provided by You is current, complete, and correct. Brass Tacks Solutions, LLC uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Brass Tacks Solutions, LLC.
5.6. Invoices. Invoices for receipt of payment will be made available in Your account and will not be sent to You by email or any other delivery method. Please log in to Your account to view and obtain invoices for the Services. All charges are considered valid unless You dispute them in writing within 30 days of the billing date. Adjustments will not be made for charges that are more than 30 days old.
5.7. Promo Codes. From time to time Brass Tacks Solutions, LLC may, in its sole discretion, offer one-time promotional codes for the Services that can be redeemed for an account credit or other features or benefits relating to the Services ("Promo Codes"), and such Promo Codes may be subject to additional terms that Brass Tacks Solutions, LLC establishes on a per Promo Code basis. Brass Tacks Solutions, LLC reserves the right to modify or cancel Promo Codes at any time. Promo Codes are limited to one per Customer and account and may not be combined with other offers. Promo Codes are non-transferable, may not be re-sold and may expire before Your use.
5.8. Notices. You may have the option of being notified of account activity by text message, email or other electronic notification format for certain account activity, and some notifications may be mandatory for customer service and security purposes. Message and data rates may apply and You are responsible for any such fees.
5.9. Term and Closing Your Account. The term of Your account and any prorations for partial terms are specified in Your Subscription Plan. You may request the cancellation of Your account in Your account settings at any time. Brass Tacks Solutions, LLC may, in its sole discretion and without liability to You, with or without cause, with or without prior notice, and at any time, terminate these Terms or decide to limit, suspend, deactivate, or cancel Your Brass Tacks Solutions, LLC account. In the event Your account is cancelled by Brass Tacks Solutions, LLC.
Confidentiality
You agree to safeguard, keep secret and not disclose to any third party any Confidential Information acquired, learned or provided from Brass Tacks Solutions, LLC during the term of these Terms or following the expiration or termination of these Terms. "Confidential Information" means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any pricing of any enterprise Subscription Plan, commission model for any Location Provider, business and partnership plans, financial information, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds. This Section 6 will survive any termination of these Terms.
Ownership and Licenses
7.1 Brass Tacks Solutions, LLC's Property. Brass Tacks Solutions, LLC (and its licensors and licensees, where applicable) is the owner of all right, title and interest, including, data, intellectual property rights in and to the Services and the Software. Any suggestions, ideas, feedback, recommendations, or other information provided by You or any other party relating to the Services or the Software is owned by Brass Tacks Solutions, LLC. Nothing in these Terms constitutes or should be construed as a sale of the Services or of the Software, or of any intellectual property rights related thereto, except to the extent expressly provided in Brass Tacks Solutions, LLC's Subscription Plans. Brass Tacks Solutions, LLC owns the copyrights, service marks, and trademarks (collectively, the "Marks") displayed on the Sites, the Software, and promotional and packaging materials, and any unauthorized use of the Marks is strictly prohibited. Brass Tacks Solutions, LLC owns all information provided or obtained by You including but not limited to intellectual property, personally identifiable information and device or property information including but not limited to camera images, contact lists, files and file system, and current location. Brass Tacks Solutions, LLC reserves all rights not expressly granted herein.
7.2. Your Property. You retain all of Your ownership rights in Your Customer Contact Information. However, by submitting Customer Contact Information, You hereby grant Brass Tacks Solutions, LLC a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to host, reproduce, distribute, and display the Customer Information in connection with providing the Services, including storing Your Customer Information with third-party services that support the Services, and providing the Customer Information to those Customers with whom You have shared or have authorized Brass Tacks Solutions, LLC to share Your Customer Information. You also hereby grant each Customer with whom You have shared or received Customer Information or have authorized Brass Tacks Solutions, LLC to share Your Customer Information a non-exclusive license to access Your Customer Information through the Services, and to use, reproduce, and display such Customer Information as permitted through the functionality of the Services and under these Terms. Except as expressly set out herein and in the Privacy Policy, Brass Tacks Solutions, LLC has no rights to Your Customer Information.
Brass Tacks Solutions, LLC's Warranty Disclaimer
THE SERVICES AND THE SOFTWARE ARE PROVIDED TO YOU ON AN "AS-IS," "WHERE-IS," AND "AS AVAILABLE" BASIS. BRASS TACKS SOLUTIONS, LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. IN PARTICULAR, BRASS TACKS SOLUTIONS, LLC DOES NOT REPRESENT OR WARRANT TO YOU THAT: YOUR USE OF THE SERVICES AND THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THE SERVICES OR THE SOFTWARE IS FIT FOR ANY PARTICULAR PURPOSE, YOUR USE OF THE SERVICES AND THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES AND THE SOFTWARE WILL BE CORRECTED. BRASS TACKS SOLUTIONS, LLC, LLC IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY OTHER CUSTOMERS, THIRD-PARTY SERVICES, NETWORK, SOFTWARE, OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICES PROVIDERS, TELECOMMUNICATIONS PROVIDERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY BRASS TACKS SOLUTIONS, LLC.
Brass Tacks Solutions, LLC Limitation of Liability
YOU ACKNOWLEDGE THAT IF YOU OR ANOTHER CUSTOMER DELIVER YOUR KEY TO ANY LOCATION, YOU ARE INTENTIONALLY AND KNOWINGLY GIVING CONTROL OR POSSESSION OF YOUR KEY TO INDIVIDUALS OR TO SOFTWARE OPERATED AND ACCESSED BY INDIVIDUALS WHOSE BEHAVIOR AND EFFORT TO SECURE YOUR KEY CANNOT BE MONITORED OR GUARANTEED, INCLUDING BUT NOT LIMITED TO AGENTS OF BRASS TACKS SOLUTIONS, LLC AND OTHER CUSTOMERS, AND THAT YOUR KEY COULD BE A TARGET OF THEFT AND COULD BE USED TO CAUSE HARM TO YOU, YOUR PROPERTY, A THIRD PARTY, OR A THIRD PARTY'S PROPERTY. BY SURRENDERING POSSESSION OF YOUR KEY AT ANY LOCATION TO USE THE SERVICES, YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL CLAIMS RELATED TO THE SERVICES OR TO THE SOFTWARE FOR DAMAGES, PERSONAL INJURY, OR OTHER RELIEF YOU MAY HAVE AGAINST ANY PERSON OR PARTY EXCEPT THOSE AGAINST THE INDIVIDUAL PERPETRATOR TAKING SUCH ACTIONS THAT DIRECTLY CAUSE THE HARM. YOU FURTHER ACKNOWLEDGE THAT YOUR INFORMATION, INCLUDING YOUR CUSTOMER INFORMATION, MAY BE HACKED OR OTHERWISE INAPPROPRIATELY ACCESSED AND THAT IT IS YOUR RESPONSIBILITY TO MANAGE THE SECURITY OF YOUR ACCOUNT, PASSWORD AND PIN. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES AND THE SOFTWARE.
IN NO EVENT SHALL BRASS TACKS SOLUTIONS, LLC, OTHER CUSTOMERS, AND, IF APPLICABLE, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF OR ACCESS TO THE SERVICES OR THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM ANY (I) ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES OR THE SOFTWARE, OR ANY CUSTOMER'S USE OR MISUSE OF THE SERVICES OR THE SOFTWARE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, TO YOU OR A THIRD PARTY RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR THE SOFTWARE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN OR KEY EXCHANGES USING THE SERVICES OR THE SOFTWARE (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR THE SOFTWARE BY ANY THIRD PARTY, OR (VI) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES OR THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BRASS TACKS SOLUTIONS, LLC, OTHER CUSTOMERS, OR ANY OF THEM IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF BRASS TACKS SOLUTIONS, LLC TO YOU, AND AS APPLICABLE, YOUR AGENTS, FRANCHISEES, AFFILIATES, OR EMPLOYEES ARISING OUT OF OR RELATED TO THE SERVICES AND THE SOFTWARE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO $100.00 (USD). THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
IF YOU ARE USING THE SERVICES FOR OR IN CONNECTION WITH HOMESHARING ACTIVITIES, YOU REPRESENT, WARRANT AND COVENANT THAT YOU ARE IN COMPLIANCE WITH ALL APPLICABLE HOTEL AND HOMESHARING LAWS, REGULATIONS AND REQUIREMENTS IN THE JURISDICTIONS WHICH APPLY TO YOUR HOMESHARING ACTIVITIES, INCLUDING BUT NOT LIMITED TO LICENSING, REPORTING, TAXES, SAFETY AND PRIVACY. YOU ACKNOWLEDGE AND AGREE THAT BRASS TACKS SOLUTIONS, LLC IS NOT A PROPERTY MANAGEMENT COMPANY AND DOES NOT MONITOR OR ACTIVELY MANAGE THE PURPOSES FOR WHICH CUSTOMERS USE THE SERVICES.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SERVICES, THE SOFTWARE OR THESE TERMS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
THE SERVICES IS OFFERED, CONTROLLED, AND DELIVERED BY BRASS TACKS SOLUTIONS, LLC FROM A LIMITED NUMBER OF FACILITIES IN BRASS TACKS SOLUTIONS, LLC, LLC'S JURISDICTIONS. BRASS TACKS SOLUTIONS, LLC MAKES NO REPRESENTATIONS THAT THE SERVICES OR SOFTWARE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OR JURISDICTIONS. THOSE WHO ACCESS, POSSESS AND OPERATE SOFTWARE OR USE THE SERVICES OR SOFTWARE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN ONE OF THESE JURISDICTIONS, CERTAIN LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Your Indemnity
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS BRASS TACKS SOLUTIONS, LLC AND THE OTHER CUSTOMERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES), EXCEPT AS CAUSED SOLELY BY THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ARISING FROM: (I) YOUR FACILITATION, USE OF OR ACCESS TO THE SERVICES OR THE SOFTWARE; (II) YOUR BREACH OF ANY TERM OF THESE TERMS; OR (III) YOUR INFRINGEMENT OF ANY THIRD PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT. THIS DEFENSE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THE TERMINATION OF THESE TERMS AND YOUR USE OF THE SERVICES AND THE SOFTWARE.
General
11.1. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but are freely assignable by Brass Tacks Solutions, LLC without consent or notice.
11.2 Governing Law. If there is any dispute between You and Brass Tacks Solutions, LLC about or involving this these Terms or the Services, You hereby agree that the dispute will be governed by and construed in accordance with the laws of the United States of America and the federal laws of the United States of America are applicable therein without regard to its conflict of law provisions.
11.3. Dispute Resolution. All disputes arising out of or in connection with these Terms or the Services will be referred to and finally resolved by arbitration under the rules of the United States of America. The appointing authority will be the Brass Tacks Solutions, LLC. The case will be adjudicated by a single arbitrator and will be administered by the Brass Tacks Solutions, LLC. The place of arbitration will be decided by Brass Tacks Solutions, LLC. The language of the arbitration will be English. Notwithstanding the foregoing, Brass Tacks Solutions, LLC may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and You agree that these Terms are specifically enforceable by Brass Tacks Solutions, LLC through injunctive relief and other equitable remedies without proof of monetary damages.
11.4. Translation. Brass Tacks Solutions, LLC may publish on the Sites translations of the English language version of these Terms into some of the other languages used by its Customers. Any such translations are provided to You only as a convenience. You and Brass Tacks Solutions, LLC agree that only the English language version of the Terms governs Your agreement with Brass Tacks Solutions, LLC. Any translation of these Terms into a language other than English shall be of no force or effect and shall not be considered in any Dispute.
11.5. Entire Agreement. These Terms shall constitute the entire agreement between You and Brass Tacks Solutions, LLC concerning the Services or the Software, and together completely replace any prior agreements representations, statements, proposals, negotiations, or understanding between You and Brass Tacks Solutions, LLC in relation to the Services or the Software.
11.6. Survival of Terms. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, and these Terms shall be construed to give effect as nearly as possible to the original intent.
11.7. Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Brass Tacks Solutions, LLC's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
11.8.
Defined Terms. The following defined terms shall have the meaning given wherever used in these Terms or in the Privacy Policy, unless the context clearly indicates a contrary intent:
"API" means an application programming interface with a set of routines, protocols, and tools for building software applications.
"Confidential Information" has the meaning given in Section 6.
"Customer Information" has the meaning given in Section 2.3.
"Customers" has the meaning given in Section 2.2.
"End Users" has the meaning given in Section 2.2.1.
"Enterprise Users" has the meaning given in Section 2.2.3.
"Key" means any; identification, device or combination of devices, data keys, or any other unique set of data necessary to identify the user, gain access to a controlled space, regardless of whether the form of the device is mechanical, electronically scanning, signal generating, or any other such data or device which allow the Software to operate as intended by Brass Tacks Solutions, LLC whether or not it may interfere with the operation of the Software.
"Brass Tacks Solutions, LLC" means, collectively, Brass Tacks Solutions, LLC Inc. and its affiliates and subsidiaries, including without limitation Brass Tacks Solutions, LLC (US).
"Marks" has the meaning given in Section.
"Privacy Policy" means Brass Tacks Solutions, LLC's Privacy Policy, found at https://www.brasstackssolutions.com/legal/privacy-policy and as the same may be amended by Brass Tacks Solutions, LLC from time-to-time in Brass Tacks Solutions, LLC's sole discretion, which is incorporated herein by reference.
"Services" means the online management of data or process and other services made possible by Brass Tacks Solutions, LLC and offered to You under one or more of Brass Tacks Solutions, LLC's accounts and Subscription Plans for access to and use of the Sites and the Software.
"Sites" means Brass Tacks Solutions, LLC's website, found at http://www.brasstackssolutions.com or product URL, software applications, API, or third-party software integrations.
"Subscription Plan" means a plan displayed on the Sites publicly or within Your account (or if there is a separate written agreement signed by Brass Tacks Solutions, LLC and You, then including the separate written agreement) which defines the cost and parameters of use of the Services and the Software which apply to You.
"Taxes" has the meaning given in Section 5.4.
"Terms" means, collectively, these Terms of Services, the Community Guidelines, the Location Provider Agreement (if applicable), the API Agreement (if applicable) and any other agreements entered into in writing between You and Brass Tacks Solutions, LLC, as the same may be amended or modified as herein provided.
"You" or "Your" means any person, party, unincorporated association, and any legal entity entering into these Terms, other than Brass Tacks Solutions, LLC, together with their agents, officers, employees, personal representatives, successors, and permitted assigns, and any other person, party, unincorporated association, and any legal entity controlled or controllable by them or any of them.
This information is subject to change.
Please continue to monitor this page for updates.
