Latchel, Inc.
Resident Benefits Service Agreement
This Services Agreement (this “MSA“), is made between Latchel, Inc., a Delaware corporation (“Latchel“), and the customer (“Renter”), together referred to as the “Parties” and each individually as a “Party.” Specific services’ terms and product details are forth in Order Form(s) each of which become binding on the Parties and incorporated into this MSA upon execution of a Order Form. Each Order Form is governed by and incorporates this Agreement and the Latchel Terms of Use located at http://tos.latchel.com/ (collectively, with the MSA and Order Form, referred to as the “Agreement”). In the event of a conflict, the order of precedence is as follows: the Order Form, this MSA, the Latchel Terms of Use.
Each Party agrees that the following terms and conditions govern each Order Form that references this MSA:
- Usage and Access Rights
a. Right to Use. Latchel will provide the Latchel Services to the Renter as set forth in the Order Form. Subject to the terms and conditions of this Agreement, Latchel grants to Renter a license, to: (a) use the Latchel Services; and (b) access and use the portals provide by Latchel.
b. Restrictions. Renter shall not do the following with respect to the Latchel Services:
i. use the Latchel Services, or allow access to it, in a manner that exceeds their authorized use;
ii. license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Latchel Services or documentation available for access by third parties except as expressly provided in this Agreement;
iii. access or use the Latchel Services or documentation provided by Latchel for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the Latchel Services, or (ii) allowing access to its account by a direct competitor of Latchel;
iv. reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Latchel Services or technologies;
v. use the Latchel Services or documentation in a way that (i) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene;
vi. fail to use commercially reasonable efforts to not interfere with or disrupt the integrity, operation, or performance of the Latchel Services or interfere with the use or enjoyment of it by others;
vii. use the Latchel Services to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs;
viii. use, or allow the use of, the Latchel Services in violation of Section 12.f. (Trade Restrictions).
c. Suspension of Access. Latchel may suspend any use of the Latchel Services, or remove or disable any account or content that Latchel reasonably and in good faith believes violates this Agreement. Latchel will use commercially reasonable efforts to notify Renter prior to any such suspension or disablement, unless Latchel reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process (such as court or government administrative agency processes, orders, mandates, and the like); or (b) it is necessary to delay notice in order to prevent imminent harm to the Latchel Services or a third party. Under circumstances where notice is delayed, Latchel will provide notice if and when the related restrictions in the previous sentence no longer apply.
2. Ownership
a. Renter Data. Renter Data processed using the Latchel Services is and will remain, as between Renter and Latchel, owned by Renter. Renter hereby grants Latchel the right to process, transmit, store or disclose the Renter Data in order to provide the Latchel Services to Renter subject to the terms of Section 10.b. (Required Disclosure) below.
b. Latchel Services. Latchel owns all right, title, and interest in and to any and all copyrights, trademark rights, patent rights, database rights, and other intellectual property or other rights in and to the Latchel Services and documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder.
c. Third-Party Services or Materials. Renter may choose to obtain products, services or materials that are provided or supported by third parties (“Third-Party Services and Materials”) for use with Latchel Services. Latchel assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Services and Materials that are provided pursuant to the terms of the applicable third-party license or separate agreement between the licensor of the Third-Party Services and Renter. Latchel does not represent and/or warrant in any manner that Third-Party Services and Materials are accurate, current, or comply with laws, rules and/or regulations of, or are otherwise valid and enforceable in or appropriate for, the jurisdiction in which the Third-Party Services and Materials are used or for Renter’s purposes.
3. Security and Renter Data.
a. Renter Data. Renter is responsible for Renter Data (including personal data) as entered into, supplied or used by Renter in the Latchel Services. Further, Renter is solely responsible for determining the suitability of the Latchel Services for their personal use and complying with any applicable data privacy and protection regulations, laws or conventions applicable to the use of the Latchel Services. Renter grants to Latchel the non-exclusive right to process their Data (including personal data) (a) to provide the Latchel Services; (b) to verify Renter’s compliance with the restrictions set forth in Section 1b (Restrictions); and (c) as otherwise set forth in this Agreement.
b. Other Use Data. Renter agrees that Latchel may collect, use, and disclose quantitative data derived from use of the Latchel Services for any of Latchel’s business purposes, including industry analysis, benchmarking, analytics, and marketing.
6. Warranties and Disclaimers
a. Mutual Representations and Warranties. Each Party represents and warrants that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance with the terms of this Agreement; and (b) no authorization or approval from any third party is required in connection with its execution, delivery, or performance of this Agreement.
b. Disclaimer. The Latchel Services are provided “AS-IS” and “AS AVAILABLE,” and to the fullest extent permissible by law, without any representation or warranty, whether express, implied or statutory. Except for express representations and warranties made in this Section 7 (Warranties and Disclaimers), Latchel (a) makes no representation or warranty of any kind — whether express, implied in fact or by operation of law, or statutory — as to any matter whatsoever; (b) disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and title; and (c) does not warrant that the Latchel Services are or will be error-free or meet Renters requirements. Renter has no right to make or pass on any representation or warranty on behalf of Latchel to any third party.
7. Third Party Claims. Renter will indemnify Latchel, and its employees, directors, agents, and representatives (collectively, the “Indemnified Parties”) from, and defend the Indemnified Parties against, any actual or threatened: (a) third-party claim; (b) third-party legal action; or (c) administrative agency action or proceeding (each a “Claim”) to the extent arising from or related to: (a) use of the Latchel Services by Renter in violation of this Agreement, Latchel’s documentation, or applicable law; (b) any breach by Renter of its obligations under Section 1.b. (Restrictions) or Section 10 (Confidentiality); or (c) the nature and content of all Renter Data processed by the Latchel Services.
8. Limitations of Liability.
a. Exclusion of Damages. UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL LATCHEL (OR ITS AFFILIATES) BE LIABLE TO RENTER FOR LOSS OF PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, WORK STOPPAGE OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE LATCHEL SERVICES, SERVICES RELATED TO THE LATCHEL SERVICES, SERVICES OTHERWISE PROVIDED HEREUNDER, OR TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, WHETHER OR NOT APPRISED OF THE LIKELIHOOD OF SUCH LOSSES.
b. Limitation of Liability. THE TOTAL, CUMULATIVE LIABILITY OF LATCHEL (OR ITS RESPECTIVE AFFILIATES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE LATCHEL SERVICES, SERVICES RELATED TO THE LATCHEL SERVICES OR SERVICES OTHERWISE PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BY RENTER FOR LATCHEL SERVICE(S) GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS CUMULATIVE LIMIT.
c. Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of this Agreement between the Parties. This allocation is reflected in the pricing offered by Latchel to Renter and is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of this Agreement, and each of these provisions will apply even if the warranties in this Agreement have failed of their essential purpose.
9. Confidentiality
a. Restricted Use and Nondisclosure. Recipient will: (a) use the Confidential Information of the other Party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
b. Required Disclosure. If Recipient is required by law to disclose Confidential Information of the other Party or the terms of this Agreement, Recipient will give prompt written notice to the other Party before making the disclosure, unless prohibited from doing so by the legal or administrative process, and cooperate with the disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public disclosure.
c. Ownership. Recipient acknowledges that, as between the Parties, all Confidential Information it receives from the disclosing Party, including all copies thereof in Recipient’s possession or control, in any media, is proprietary to and exclusively owned by the disclosing Party. Nothing in this Agreement grants Recipient any right, title or interest in or to any of the disclosing Party’s Confidential Information. Recipient’s incorporation of the disclosing Party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.
d. Remedies. Recipient acknowledges that any actual or threatened breach of this Section 9 (Confidentiality) may cause irreparable, non-monetary injury to the disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the disclosing Party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the disclosing Party at law and/or in equity, to prevent or mitigate any breaches of this Agreement or damages that may otherwise result from those breaches. Absent written consent of the disclosing Party to the disclosure, the Recipient, in the case of a breach of this Section 9 (Confidentiality), has the burden of proving that the disclosing Party’s Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this Section 9 (Confidentiality).
10. Governing Law and Venue. This Agreement is governed by the laws of the State of Washington, U.S.A., without reference to its choice of law rules to the contrary. The Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in King County, Washington, for the purposes of adjudicating any dispute arising out of this Agreement. Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such Party’s intellectual property rights. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.
11. General
a. Definitions.
i. “Account Administrator” is an Authorized User who is assigned and expressly authorized by Renter as its agent to manage Renter’s Account.
ii. “Authorized User” means an individual natural person who is registered by Renter to use the Latchel Services. An Authorized User must be identified by a unique email address and user name, and two or more persons may not use the Latchel Services as the same Authorized User.
iii. “Confidential Information” means (a) for Latchel, any documentation or pricing regarding the Latchel Services; (b) for Property Manager, Property Manager Data; (c) any other information of a Party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure to the Party receiving Confidential Information (“Recipient”) (and, in the case of oral disclosures, summarized in writing and delivered to the Recipient within thirty (30) days of the initial disclosure), or that due to the nature of the information the Recipient would clearly understand it to be confidential information of the disclosing Party; and (d) the specific terms and conditions of the Agreement. Confidential Information does not include any information that: (i) was or becomes generally known to the public through no fault or breach of this Agreement by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.
iv. “Latchel Services” means the services identified on the Order Form, including but not limited to concierge and maintenance services.
v. “Order Form” means the order form for a receiving a benefit by Latchel submitted by a Renter that sets forth the Latchel Services selected by Renter.
vi. “Renter Data” means any content, materials, data and information that Renter or its Authorized Users enter into the Latchel system. Renter Data does not include any component of the Latchel Services or material provided by or on behalf of Latchel.
b. Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective only if it is in writing and sent using: (a) certified or registered mail; or (b) a nationally recognized overnight courier, to the appropriate Party at the address set forth on the Order Form, with a copy, in the case of Latchel, to legal@latchel.ticksites.com. Each Party hereto expressly consents to service of process by registered mail. Either Party may change its address for receipt of notice by notice to the other Party through a notice provided in accordance with this Section 11(c) (Notices). Notices are deemed given upon receipt if delivered using Latchel Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.
c. Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated Party, or other similar causes) (“Force Majeure Event”), the affected Party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected Party: (a) provides the other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force Majeure Event. Obligations to pay are excused only to the extent that payments are entirely prevented by the Force Majeure Event.
d. Export Control. The Latchel Services and documentation, and the provision and derivatives thereof are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories (“Trade Restrictions”).
i. Each Party shall comply with all applicable Trade Restrictions. In addition, each Party represents that it is not a Restricted Party, nor is it owned or controlled by, or acting on behalf of any person or entity that is a Restricted Party. “Restricted Party” means any person or entity that is: (a) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department’s Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (b) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and EU Dual-Use Regulation EC 428/2009.
ii. Renter acknowledges and agrees that it is solely responsible for complying with, and shall comply with, Trade Restrictions applicable to any of its own or its affiliates’ or Authorized Users’ content or Renter Data transmitted through the Latchel Services. Renter shall not and shall not permit any Authorized User to access, use, or make the Latchel Services available to or by any Restricted Party or to or from within in a country or territory subject to comprehensive U.S. sanctions (currently including, but not limited to, Cuba, the Crimea region of the Ukraine, Iran, North Korea, and Syria).
e. Waiver. The waiver by either Party of any breach of any provision of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
f. Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.
g. Entire Agreement. This Agreement is the final, complete, and exclusive expression of the agreement between the Parties regarding the Latchel Services provided under this Agreement. This Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and written communications (including any confidentiality agreements pertaining to the Latchel Services under this Agreement), representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms that Renter seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
– Last updated June 2024
