Last Revision: October 27, 2020
We reserve the right, at our discretion, to change the terms of this Agreement on a going-forward basis at any time. Please review the terms of this Agreement periodically for changes. If a change materially modifies your rights or obligations, you will be required to accept the modified Agreement in order to continue use of the Service. Material modifications are effective upon your acceptance of the modified Agreement. Immaterial modifications are effective upon publication. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.
If you are under the age of eighteen (18) but at least thirteen (13) years of age, you may use the Services only under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. If you are a parent or legal guardian agreeing to this Agreement for the benefit of a child between the ages of thirteen (13) and eighteen (18), be advised that you are fully responsible for his or her use of the Services, including all financial charges and legal liability that he or she may incur. By using the Services, you represent and warrant that you meet the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
In accordance with this Agreement, we grant to you and your authorized users, a limited, worldwide, non-exclusive, non-transferable right during the term of this Agreement to use the Services solely in connection with your internal business operations. The Services are only available to you and your authorized users. Accounts may not be shared by more than one person. Authorized users may be added by contacting us or in accordance with you Order. Additional authorized users may be subject to the payment of additional fees at our then-current rate or as otherwise specified in an Order. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login and account, including the activities of Authorized Users.
You are responsible for protecting your account and preventing unauthorized use of the Services and you will immediately notify us in writing of any unauthorized use that you are aware of. You shall remain responsible for all access to the Services via your account or account credentials.
Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any other person to: (a) rent, lease, or, except as explicitly set forth in this Agreement, otherwise permit third parties to use the Service, (b) make the Services available to third parties as a service bureau, or in any way that violates applicable law; (c) circumvent or disable any security or other technological features or measures of the Service, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures; (d) upload or provide for processing any information or material that is illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party; (e) use the Service to harm, threaten, or harass another person or organization; or (f) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system. You are responsible for your and your authorized users’ compliance with this Agreement.
We retain all right, title, and interest in and to the Service and all related intellectual property rights, including without limitation any modifications, updates, or customizations thereof. We reserve all rights in and to the Service not expressly set forth in this Agreement.
We have implemented and will maintain commercially reasonable measures intended to avoid unplanned Service interruptions. We will use commercially reasonable efforts to notify you in advance of planned Service interruptions. In the event of an unplanned Service interruption, you may contact us for support, as described in this Agreement.
Unless otherwise specified in an Order, the Fees for the initial term as set forth in the Order are due upon execution of the Order. After the initial term, the Fees will be invoiced monthly, unless otherwise stated in the Order, at the then-current rate for the Service or as otherwise specified in the Order. Invoices are due upon receipt. If you have a good faith dispute, you must provide a written notice of the disputed charges within 10 business days of the date of the invoice. After such time, the invoice will be deemed accepted and final. Any amounts not paid within 30 days of the date of invoice will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded monthly from the date due until the date paid. You will reimburse us for all costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. Amounts due from you under this Agreement may not be withheld or offset by you against amounts due to you for any reason. The Fees do not include any sales use taxes, value added or other local, state, federal or foreign taxes, duties or other fees imposed by any jurisdiction. You are responsible for the payment of all such taxes. Any such taxes will be added to your invoice if we are required to pay on your behalf, unless you provide us with a valid tax-exempt certificate.
The customer is responsible for providing the content, or the means to access the content required for rendering the Services. In the event the customer does not provide the content or the means to access the content required for rendering the Services, ABODO reserves the right to begin billing on the Initial Term Start Date.
If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the term of this Agreement. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. If you provide a credit card for the payment of Fees or enter one into your account, you represent and warrant that you are authorized to use the credit card information provided. You must keep all information in your billing account current. You may change your payment method at any time.
The ABODO name, the ABODO logo, and all related names, logos, product and service names, designs and slogans are trademarks of ABODO or its affiliates or licensors. Trademarks, trade names, service marks, designs, and logos of third parties are the property of the respective party and is used by permission.
Although we attempt to ensure the integrity and accurateness of the Services, we make no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Services or any content thereon. It is possible that the Services could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Services by third parties. In the event that an inaccuracy arises, please inform us so that it can be corrected. Any information, content, service, function, or feature contained within the Services may be discontinued, changed, or updated at any time with or without notice.
As between the parties, you own and retain all rights to any content provided by or on your behalf. This Agreement does not grant us any ownership rights to your content. You grant permission to us and our licensors to use your content in order to provide the Service and as permitted by this Agreement. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
You remain responsible for any content you or your authorized users provide or upload into the Services. In addition, we may obtain content on your behalf by accessing other websites and online services, including through automated means. By requesting us to obtain such content, you authorize us to access your content on websites owned or operated by you or by a third party through manual or automated means, electronically or otherwise, and to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit such content as may be necessary or useful to provide the Services. Notwithstanding anything to the contrary in any applicable terms and conditions of a website, the foregoing authorization shall take precedence over any contrary terms and conditions of access or use that applies to any website within your possession, custody, or control that may contain any such content. You represent, warrant, and covenant to us that: (a) you own or otherwise has and will have the necessary rights and consents in and relating to the foregoing authorization and the content so that such access and content does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party or any third-party websites’ terms and conditions of use; and (b) you have all necessary rights and authority to provide such authorization. You agree to indemnify, defend, and hold us harmless from and against any and all losses incurred by us resulting from any action by a third party arising or relating from a breach or alleged breach of the foregoing representations warranties, and covenants.
By submitting content to the Services, you grant us a perpetual, sublicensable right and license to use, copy, display, perform, distribute, modify, adapt, abridge, exploit, and promote the content in any way and in any commercial or non-commercial medium or form without charge. While we may refuse to post certain or remove any user contact that is publicly available, for any or no reason, we have no obligation to monitor the Service or any content therein. ABODO is not responsible for the availability, accuracy, appropriateness, or legality of any user content or any other content you may access using the Service. Except for your internal use of the Services, you may not reproduce, distribute, modify, reproduce, publish, or otherwise use the content. You may not frame, utilize framing techniques to enclose, or deep link to, any name, trademark, logo, Content, or other proprietary information (including images, text, page layout, or form) of ABODO without our express written consent.
Any rights not expressly granted by this Agreement or any applicable end user license agreements are reserved by ABODO and its affiliates.
The parties acknowledge and agree that ABODO shall retain all intellectual and proprietary rights in and to the Services and all modifications, updates, and enhancements thereof. All modifications, updates, and enhancements thereto, including those made or developed pursuant to this Agreement, and other proprietary rights derived therefrom, belong to ABODO. You shall not directly or indirectly: (a) copy, modify, or create any derivative work of our above rights; (b) disassemble, reverse assemble, decompile, reverse engineer, or otherwise attempt to derive source code, the underlying ideas, algorithms, structure or organization of any software; (c) distribute, assign, sell, transfer, hypothecate, encumber or otherwise convey any of our intellectual or proprietary rights to any other person, firm or entity; or (d) authorize or permit any third party to do any of the foregoing. You may not remove, alter, cover, or obfuscate any copyright, trademark, or other proprietary rights notices placed or embedded by ABODO on or in the Services.
If you list any properties through the Services, you shall own all data related to any of your listed properties that is collected via use of the Services ("Property Data"). You represent, warrant, and covenant that you will not sell, license, or commercialize the Property Data, in any respects, in whole or in part; provided, however that you may use such Property Data to market and promote your own goods and services, subject to all applicable privacy laws and user consent.
"Confidential Information" means all information provided by a party to the other that is designated as confidential. Confidential Information includes our business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party, or (b) was known to the receiving party before receipt. The receiving party will: (w) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (x) not use any Confidential Information for any purpose outside the scope of this Agreement, (y) not disclose Confidential Information to any third party (except our third party service providers), and (z) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the disclosing party, unless legally prohibited, the receiving party may disclose Confidential Information, if required, to any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
We reserve the right to disclose your identity or other information about you to any third party who claims that any content posted by you violates their rights, including their intellectual property rights or their right to privacy. We also have the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.
We make no representations whatsoever about any other website that you may access through the Services. When you access a non-ABODO website, please understand that it is independent from us and that we have no control over the content on that website. In addition, a hyperlink to a third party website does not mean that we endorse or accept any responsibility for the content or the use of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of viruses, worms, Trojan horses, and other destructive programming. If you decide to use or access any of the third party websites linked to the Services, you do this entirely at your own risk.
We disclaim any responsibility or liability for copyrighted materials posted on in the Services. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include the following:
Our designated Copyright Agent to receive DMCA Notices is:
Alec Slocum firstname.lastname@example.org 608-433-0059 316 W Washington Ave Suite 700, Madison, WI 53703
WE DO NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. THE SERVICES, INCLUDING ANY CONTENT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. ABODO SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OBTAINED THROUGH THE SERVICES. ABODO DOES NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE INFORMATION OBTAINED THROUGH THE SERVICES.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES OR ANY CONTENT WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. YOU AGREE THAT ABODO SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICE OR CONTENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND OF THE INTERNET.
WE DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY AND ALL REPRESENTATIONS AND WARRANTIES TO YOU REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES THAT YOU WILL FIND OR LEASE AN APARTMENT, OBTAIN AN ACCEPTABLE RENT, ONLY RECEIVE LEGITIMATE INQUIRIES OR SOLICITATIONS FROM QUALIFIED RENTERS, OR THAT YOU WILL RECEIVE ANY INQUIRIES REGARDING YOUR APARTMENT FOR RENT.
TO THE EXTENT PERMITTED BY LAW, ABODO WILL NOT, UNDER ANY CIRCUMSTANCE, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF WE ARE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL ABODO’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT DURING THE 3 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR OBLIGATION TO PAY ANY FEES UNDER THIS AGREEMENT OR ANY ORDER.
You will indemnify, defend, and hold ABODO, its business units, and each of its respective officers, directors, shareholders, employees, representatives, successors, and assigns, from and against any and all damages, liabilities, obligations, awards, settlements, and expenses incurred, including any attorneys’ fees and court costs to the extent such arises out of or are related to any claim that the (a) use of the Service by you or any authorized user that is not permitted by this Agreement; and (b) any content provided by you, an authorized user, or on your or their behalf infringes or misappropriates any third party’s intellectual property or other proprietary right. We may participate in the defense of any claim at our own expense and with counsel of our own choosing.
This Agreement commences on the effective date specified in the Order and continues until terminated in accordance with the terms of this Agreement.
The non-breaching party may terminate this Agreement if the breaching party fails to cure its material breach of this Agreement within 30 days of receiving written notice of such material breach from the non-breaching party. If you fail to timely pay any Fees, we may, without limitation to any of our other rights or remedies, suspend performance of the Service until we receive all amounts due, or may terminate this Agreement pursuant to this subsection. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services 10 days after such notice. We will not suspend the Service if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service. We may suspend any user’s access to the Services for use of the Services in a way that violates applicable laws or the terms of this Agreement.
If this Agreement is terminated for any reason: (a) you will have right or access to the Services after the effective date of the termination; (b) you will immediately pay to us any Fees and other amounts that have accrued prior to the effective date of the termination; and (c) any and all liabilities accrued prior to the effective date of the termination will survive. Any provision of this Agreement, which, due to its nature is intended to survive termination, shall survive. If this Agreement is terminated by us for your uncured material breach or by you other than as a result of a material, uncured breach by us, you will pay to us the amounts due under the applicable Order for the remainder of the then-current term. If you terminate this Agreement for our uncured material breach as your exclusive remedy, we will provide you a pro-rata refund of all prepaid but unused Fees for the remainder of the then-current term.
You agree that ABODO may provide to you notices and other information concerning ABODO or the Services electronically, including notice to any e-mail address that you may provide.
ABODO makes no representation that any content available via the Services is appropriate or available for use in locations outside the United States. If you choose to access the Services from a location outside the U.S., you do so on your own initiative and you are responsible for compliance with local laws.
ABODO reserves the right, in its sole discretion, to terminate your access to all or part of the Services, with or without cause, and with or without notice. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages within the Services. ABODO’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. In the event of any dispute or claim relating to the Services or this Agreement, you agree to resolution of such dispute in the state or federal courts located in Wisconsin in accordance with State of Wisconsin law. Any cause of action brought by you against ABODO or ABODO’s affiliated parties must be instituted within one (1) year after the cause of action arises or be deemed forever waived and barred. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you, or such other address as you may advise us in writing to use, from time to time.
All matters relating to the Services and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction).
All comments and requests or other communications relating to the Services should be directed to info@ABODO.com.