- Browser Access and Internet Services.
- Privacy & Security.
Transactly reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. When users initially log in, they will be asked whether they wish to receive marketing and other non-critical Services-related communications from Transactly from time to time. User may opt out of receiving such communications at that time or at any subsequent time. Because the Services are provided via a hosted, online application, Transactly occasionally may need to notify all users of the Services (regardless of whether they have opted out as described above) of important announcements regarding the operation of the Services.
- License Grant & Restrictions.
Unless specifically provided hereunder, or provided in the functionality of a Service, User shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) co-brand (i.e., display any name, logo, trademark or other means of attribution or identification of any party in such a manner reasonably likely to give a user the impression that such other party has the right to display, publish or distribute the Service or content accessible through the Service) the Service, the Content or any portion thereof; (iv) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device (whereby the Service or portion thereof will appear on the same screen with a portion of another website); or (v) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User agrees to cooperate with Transactly in causing any unauthorized co-branding, framing or linking to immediately cease. User licenses may be used by any number of employees, representatives, consultants, contractors or agents within a single User organization, but cannot otherwise be shared or used by more than one User entity.
- User’s Responsibilities.
User is solely responsible for all activity occurring with regard to User’s account(s) and shall abide by all applicable local, state, real estate license laws, national and foreign laws, treaties and regulations in connection with User’s use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. User shall: (i) notify Transactly immediately of any unauthorized disclosure or use of any password or account or any other known or suspected breach of security; (ii) report to Transactly immediately and use reasonable efforts to stop immediately any copying or distribution or redistribution of Content that is known or suspected by User; and (iii) not use the log in credentials of or impersonate another Transactly user or provide false identity information to gain access to or use the Service.
In addition, User is solely responsible for the User Content, as well as all visual, written or audible communications sent by User. User agrees that it will not use the Services to send unsolicited mailings outside of User’s company or organization. User further agrees not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, and indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although Transactly is not responsible for any such communications, Transactly reserves the right, but shall not be obligation to, delete any such communications of which Transactly becomes aware, at any time without notice to User.
- Account Information and User Data.
Users of the Service will be using the Site to host User Data. User Data means all data, in whatever form including photographs and other advertising content, entered into the Service by User or its agents, provided to Transactly or its affiliates by User or its agents to be loaded into the Service, or data entered into the Service by third parties visiting the Site. User Data may at times be viewed, accessed or utilized by Transactly in a non-Aggregated Form for the purpose of resolving an issue, improving customer support or the Services (which may include syndication of User Data to Internet Listing Services or other reporting services for advertising or marketing purposes), investigating a suspected violation of the Subscription Agreement, or as may be required by law. Transactly will not review, share, distribute, print, or reference User Data in a non-Aggregated Form except as provided herein, in the Transactly Privacy Statement, in the Transactly Service order documentation, or as may be required by law. “Aggregated Form” means User Data published in combination with data from a minimum of four (4) additional properties. Users are responsible for maintaining the confidentiality and security of their user registration and password. User, not Transactly, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data, and Transactly shall not be responsible or liable for the deletion, correction, destruction, damage, inaccuracy, loss of or failure to store any User Data. Transactly reserves the right to suspend, withhold, permanently remove and/or discard User Data without notice for any breach, including, without limitation, User’s non-payment of Service fees. Upon termination, User’s right to access or use User Data shall immediately cease, and Transactly shall have no obligation to maintain, preserve or forward any User Data.
PLEASE NOTE: The Service was not designed to store electronic protected health information, as defined by Section 160.103 of the HIPAA Regulations, 45 CFR Parts 160, under the Heath Information Portability and Accountability Act Omnibus Final Rule released on January 17, 2013. Users should not use any feature of the Service to upload or store any electronic protected health information.
- Technical, Customer and Sales Support.
Technical, customer and sales support is provided via email, online resources and by phone during posted support hours. User acknowledges and agrees that technical processing of User Data is and may be required: (a) for the Services to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Services; or (d) to conform to other, similar technical requirements. User also acknowledges and agrees that Transactly may access User’s account and User Data and its contents as necessary to identify or resolve technical problems, respond to complaints about the Service, or to improve the Services generally.
- Intellectual Property Rights.
- Prohibited Uses
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter” or “spam” or any other similar solicitation.
- To impersonate or attempt to impersonate Transactly, a Transactly employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Transactly users or expose them to liability.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Services. Introduce any viruses, trojan horses, worms, logic bombs or other material or process which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
- Client Surveys and Reviews
Transactly offers Users the opportunity to participate in feedback surveys and questionnaires as part of our client ratings and review service (the “Surveys”).
By participating in the Surveys, you represent and warrant that:
- you are the sole author and owner of the intellectual property rights thereto;
- all “moral rights” that you may have in such content have been fully and voluntarily waived by you;
- you have not been paid or otherwise compensated, directly or indirectly, for the statements contained in your Survey submission;
- all content that you post is accurate;
- you are at least 18 years old;
You further agree and warrant that you shall not submit, upload, post, transmit or distribute any content:
- that is known by you to be false, inaccurate or misleading;
- that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- that violates any law, statute, ordinance or regulation (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination or false advertising);
- that is, or may reasonably be considered to be, abusive, obscene, profane, indecent, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
- for which you were compensated or granted any consideration by any third party;
- that includes any information that references other websites, addresses, email addresses, passwords, contact information or phone numbers;
- that contains any computer viruses, spyware, worms or other potentially damaging computer programs or files;
- that constitutes a solicitation for employment, as either an applicant or employer; or that mentions identifiable information about a Transactly employee or representative.
For any reviews, comments, or content that you submit via the Surveys, you grant Transactly a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, and/or distribute such content, and/or incorporate such content into any form, medium or technology throughout the world without compensation to you. You further agree that Transactly shall have the unrestricted right to use any ideas or information contained in any content that you submit, or materials or ideas similar to them, in any medium, now and in the future, without notice, compensation or other obligation to you or any other person. You further release and waive all claims against Transactly with respect to any intellectual property or other proprietary rights, rights of publicity and privacy, rights of attribution, or any other liability under the governing law of the United States.
- Third Party Interactions.
During use of the Services, User may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors offering their goods and/or services through the Services. Any such activity, and any terms, condition, warranties or representations associated with such activity is solely between User and the applicable third party. Transactly and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between User and any such third party. Transactly does not endorse any sites on the Internet that are linked through the Services or Site. Transactly provides these links to User only as a matter of convenience, and in no event shall Transactly or its licensors be responsible for any content, products, or other materials on or available from such sites. User recognizes, however, that certain third-party providers of ancillary software, hardware or services may require User’s agreement to additional or different license or other terms prior to User’s use of or access to such software, hardware or services.
- Charges and Billing.
Transactly charges and collects non-refundable fees in advance for use of the Services. Transactly will automatically renew User’s subscription and charge User’s credit card every month or year, depending on User’s authorization and subscription type. Transactly grants no refunds or credits for partial months or years of Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and User shall be responsible for payment of all such taxes, levies or duties. Transactly charges for the Services excludes taxes, phone and Internet access charges and other data transmissions. Your invoice may include taxes, levies or duties that Transactly is required to collect by applicable taxing jurisdictions. User must provide Transactly with a valid credit card as a condition to subscribing to the Services. Transactly reserves the right to modify its fees and to introduce new charges at any time, upon at least 15 days’ prior notice to User, which notice may be provided by email or posted on the Transactly Site or application.
User may upgrade or downgrade the Services at any time during the term by written notice to Transactly (downgrades are only available with monthly subscription accounts, from one paying level to another – User may not downgrade from a paying account to a free account), applicable to the billing cycle next following Transactly’s receipt of such written notice. For any upgrade or downgrade in package level, the credit card that you provided as part of your Registration Data will automatically be charged the new rate on your next billing cycle. Transactly will not extend any credit or refund for partial months of service in the case of downgrades to a monthly subscription. The expiration/renewal date of Services, whether monthly or annual, will not change. Fees may not be credited towards other Services.
User shall maintain with Transactly a valid credit card on account at all times. Regardless of User’s payment method, User’s subscription to the Services authorizes Transactly to charge User’s credit card. This authorization shall remain valid until 30 days after termination or cancellation of User’s account, whereupon Transactly may charge User’s credit card for any outstanding charges as may be applicable.
User agrees to provide and maintain to Transactly complete and accurate billing and contact information. This information includes User’s legal name or company name, credit card and billing address, email address, name and telephone number of an authorized billing contact. User agrees to update this information immediately upon change to it or in the event of a lost or stolen credit card. If the contact or billing information User has provided is false or fraudulent, Transactly reserves the right to terminate User’s access to the Services in addition to any other legal remedies.
- Excess Data Storage Fees.
The Services include a maximum disk storage space of 1 GB per account, and disk storage space in addition to this amount shall submit User to additional fees, at Transactly’s then current rate for storage fees. Transactly shall not be responsible for notifying User when its disk storage is approaching or has reached the permitted disk storage; Transactly’s failure to so notify User shall not affect User’s responsibility for such additional storage charges. Transactly reserves the right to establish or modify its general practices and limits relating to storage of User Data.
Transactly charges and collects in advance fees for use of the Services. Transactly will renew automatically User’s subscription and charge User’s credit card every month or year at the commencement of each consecutive renewal term, which shall be monthly or annual depending on User’s subscription type, unless you elect to cancel the Services or Transactly terminates your subscription, as provided below. The renewal charge will be based upon the then-current Fee at the time of renewal.
- Non-Payment and Suspension.
In addition to any other rights granted to Transactly herein, Transactly reserves the right to suspend or terminate this Agreement and User’s access to the Services if User’s account becomes delinquent or User fails to maintain with Transactly a valid credit as provided herein. Transactly may impose interest at a rate equal to the lesser of 1.5% per month, or the maximum amount permitted by applicable law for any delinquent accounts, as well as all expenses of collection.
User agrees and acknowledges that Transactly has no obligation to retain User Data upon suspension or termination of a subscription and that such User Data may be irretrievably deleted if User’s account is 15 days or more delinquent.
- User Cancellation and Termination upon Expiration.
Subject to the terms and conditions of this Agreement, User may cancel the Services at the Subscription Settings page of User’s account at any time, unless bound by an annual term.
For monthly subscriptions, User is purchasing the Services for full monthly terms, If User terminates Services prior to the end of a monthly term, User will be responsible for that month’s full Fee through the end of the then-current term, including, without limitation, unbilled charges, which will immediately become due and payable. User shall pay all accrued but unpaid fees upon expiration of the term of or termination of Services.
For fixed term annual subscriptions (i.e., twelve (12) months), User has committed to purchase the Services for the full annual term, to be paid annually in advance. User’s annual subscription will renew automatically after the initial fixed term is over, unless terminated as herein provided. User may cancel the Services prior to expiration of the annual term without refund. User shall pay all accrued but unpaid fees upon expiration of the term of or termination of Services.
If User cancels the Services before the end of the term, your cancellation will take effect immediately. Upon cancellation, User will no longer have access to the Site and all information contained within User’s account and User Data will automatically, permanently and irreversibly deleted. Transactly accepts no liability for such deleted information or User Data.
- Transactly Termination.
- Representations & Warranties.
Transactly represents and warrants that it will provide the Services in a good and workmanlike manner consistent with general industry standards and that the Services will perform substantially in accordance with Transactly’s Specifications. User represents and warrants that User has not falsely identified itself nor provided any false information to gain access to the Services and that User’s billing information is correct.
- Disclaimer of Warranties; Limitation of Liability.
User will have access to a variety of sources of content through the Internet. Transactly has made no effort to verify the accuracy or suitability of any information contained in any such sources. Accordingly, Transactly will have no liability or responsibility whatsoever for any content contained within any such sources. User accesses, uses and relies upon such content at User’s own risk. User understands further that the Internet contains unedited materials, some of which are sexually explicit or may be offensive. User accesses such materials at User’s risk. Transactly has no control over and accepts no responsibility whatsoever for such materials. User understands that, except for information, products or services clearly identified as being provided by Transactly, Transactly does not operate, control or endorse any information, products or services on the Internet in any way. User also understands that Transactly cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Each User is responsible for implementing sufficient procedures and checkpoints to satisfy User’s particular requirements for security and accuracy of data input and output, and for maintaining a means external to the Services for the reconstruction of any lost data. Transactly does not assume any responsibility or risk for User’s use of the Internet.
TRANSACTLY, ITS AFFILIATES AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. TRANSACTLY, ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA, INCLUDING BUT NOT LIMITED TO USER DATA, WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE SERVICES WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT IS PROVIDED TO USER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TRANSACTLY AND ITS LICENSORS.
- Limitation of Liability.
IN NO EVENT SHALL TRANSACTLY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY USER IN THE ONE (1) MONTH PERIOD, OR IN THE CASE OF AN ANNUAL SUBSCRIPTION, ONE TWELFTH (1/12) OF THE ANNUAL PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL TRANSACTLY AND/OR ITS AFFILIATES OR LICENSORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO USER IN CONNECTION WITH THE SERVICES BE LIABLE TO ANYONE UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS, LOST BUSINESS REVENUE, OTHER ECONOMIC LOSS OR ANY LOSS OF RECORDED DATA, INCLUDING BUT NOT LIMITED TO THE LOSS OF USER’S DATA, QUICKBOOKS COMPANY FILE(S) OR ANY OTHER DATA, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE OR CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, LOSS OR DELETION, UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF USER’S DATA THROUGH ACCIDENT, FRAUDULENT MEANS OR ANY OTHER METHOD REGARDLESS OF CAUSE IN THE CONTENT OR NEGLIGENCE ON THE PART OF TRANSACTLY OR ITS SERVICE PROVIDERS, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Internet Delays and Electronic Communications Privacy Act Notice.
TRANSACTLY’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRANSACTLY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- Transactly Forms and Documents.
- Additional Rights.
Certain states and/or jurisdictions limit or do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you, or be limited in scope.
- Local Laws and Export Control.
Transactly provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. User acknowledges and agrees that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, User represents and warrants that User is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.
The Services may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.
Transactly and its licensors make no representation that the Services are appropriate or available for use in other locations. If User uses the Services from outside the United States of America, User is solely responsible for compliance with all applicable laws, including without limitation taxes, export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.
Transactly may give notice by means of a general notice on the Services; electronic mail to User’s email address on record in Transactly’s account information, or by written communication sent by first class mail or pre-paid post to User’s address on record in Transactly’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). User may give notice to Transactly (such notice shall be deemed given when received by Transactly) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Transactly addressed to Real Estate Connected LLC, 136 S. Main St., 2nd Floor, St. Charles, MO 63301, Attn: Legal Department.
- Modification to Terms.
This Agreement may not be assigned by User without the prior written approval of Transactly. Any purported assignment in violation of this section shall be void.
- No Third Party Beneficiaries.