Terms & Conditions

Last Updated: October 1, 2020

ResMan, LLC (“ResMan”) is the owner and provider of a residential property management software as a service application known as ResMan®.

Reference is hereby made to that ResMan Master Subscription Agreement (the “Agreement”) made and entered into by and between ResMan and Customer. All terms not otherwise defined herein, shall have the meaning more particularly set forth in the Agreement.  The Agreement is located at the following link:  https://myresman.com/master-subscription-agreement/

ResMan operates a Website at www.myresman.com and offers customers access to the Subscription Services.

Please read the following Terms and Conditions carefully before using the Website or the Subscription Services. The Terms and Conditions set forth the terms and conditions that apply to the use of the Website and Subscription Services by You.

1. Applicability & Acceptance of these Terms and Conditions.

   By viewing, using, accessing, browsing, or submitting any content or material on the Website or Subscription Services, you agree to these Terms and Conditions as a binding legal agreement between you and ResMan, without limitation or qualification. The terms “Customer”, “You”, “you” or “Your” shall refer to any person or entity who views, uses, accesses, browses or submits any content or material to the Website or Subscription Services. If you do not agree to these Terms and Conditions, then you may not use the Website or Subscription Services. ResMan reserves the right to modify these Terms and Conditions at any time without prior notice. You agree that each visit you make to the Website or Subscription Services shall be subject to the then-current Terms and Conditions, and continued use of the Website or Subscription Services now or following modifications in these Terms and Conditions confirms that you have read, accepted, and agreed to be bound by such modifications.

2. Changes in Terms and Conditions.

   ResMan reserves the right, in its sole discretion, to change or discontinue any aspect or feature of the Subscription Services with or without notice and/or the services offered on or through the Subscription Services (or any part thereof), including but not limited to a Subscription Service’s features, look, feel, and functional elements and related services, content, hours of availability, and/or modifications regarding our order process. ResMan also reserves the right to change or modify the terms and conditions applicable to your use of the Subscription Services, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use at any time. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to, posting on the Subscription Services, or by electronic or conventional mail, or other means by which you obtain notice thereof. Any use of the Subscription Services by You subsequent to such notice shall be deemed to constitute acceptance by you of such changes, modifications or additions.

3. Subscription Services
   1. Access. During the Term, ResMan shall provide you access to use the Subscription Services pursuant to the terms more particularly described in the Agreement and these Terms and Conditions.
   2. Limits; Unit Count. Limits may apply to the number of units, data storage, e-mails and SMS messages per month. Any limits will be specified in your Order Form.
   3. Modifications. We reserve the right to modify the Subscription Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Services that materially reduce the functionality of the Subscription Services provided to you during the Term. We might provide some or all elements of the Subscription Services through third party service providers.
   4. Permitted Use. ResMan may access Your data for the purpose of providing services related to the Subscription Services, including proper function of the software, responding to your service requests made to product support, and the on-going maintenance and enhancement of Subscription Services. Except as set forth in the MSA, ResMan may not directly expose, market, or sell any of Your data. ResMan may include Your data in aggregation operations for the purposes of system maintenance, market research, and product Aggregated data is metadata (data about data) derived from multiple constituent data sources. The meta data developed by ResMan is the sole and exclusive property of ResMan and may be incorporated into products and services at its sole discretion.
4. ResMan Subscription Level Agreement (SLA).
   1. Uptime Commitment.
      1. Subject to the terms of this SLA, ResMan use commercially reasonable efforts to provide the Subscription Services with 99.9% Availability each calendar month (the “Uptime Commitment). The availability of a Subscription Service for a given month will be calculated according to the following formula (referred to herein as the “Availability). Where:
         • Total qualifying minutes in the month = TQM = Number of days*12*60
         • Total minutes in month unavailable between 7am and 7pm Central Time= TMU
         • and: Availability = (TQM-TMU)/TQM.
      2. For purposes of this calculation, a Subscription Service will be deemed to be unavailable to the extent the applicable Subscription Service will not accept connections. A Subscription Service will not be deemed Unavailable for any downtime or outages excluded from such calculation by reason of the exceptions set forth below in this SLA. ResMan’s records and data will be the sole basis for all SLA calculations and determinations.
   2. Maintenance and Other Exceptions.
      1. A Subscription Service will not be considered to be Unavailable for any outage that results from any maintenance performed by ResMan (i) of which You is notified at least 24 hours in advance; (ii) during Your implementation period; (iii) during ResMan’s then-current standard maintenance windows; or (iv) as a result of Your request outside of the normally scheduled maintenance.
      2. A Subscription Service will not be considered Unavailable for any outage due to (i) Your Data or application programming, acts or omissions of You or its agents, failures of equipment or facilities provided by You, network unavailability or bandwidth limitations outside of the ResMan network; (ii) issues arising from bugs or other problems in the software, firmware or hardware of ResMan’s partners; or (iii) force majeure events. The configuration being provided under this SLA is based on assumptions made by You and based on information provided by You. As a result, ResMan will not be responsible, under this SLA or otherwise, for any outages or performance issues caused by inaccuracies in these assumptions, including equipment and software failures or performance problems caused by traffic volume or the number of concurrent user sessions.
   3. Configuration Changes; You Supported Software.
      This SLA is based on a standard configuration of the Subscription Services to provide the performance level contemplated by the Uptime Commitment in this SLA. If ResMan notifies You that it has determined that Your configuration is not suited to provide this level of performance, this SLA will be suspended until You and ResMan agree upon and implement a new or modified configuration designed to provide this level of performance.
   4. SLA Remedies.
      You will have the rights set forth below relating to ResMan’s provision of the Subscription Services. This SLA provides Your sole and exclusive remedy for ResMan’s failure to provide the SaaS Subscriptions or meet the Uptime Commitment. All standards and commitments are subject to the limitations and exclusions set forth herein. If the Availability of a Subscription Service for a given month is less than the applicable Uptime Commitment, You may receive a prorated service credit for the affected Subscription Services for such month lower than 99.9%. In the event You are not current in its payment obligations when an outage occurs, remedies will accrue, but service credits will not be issued until You become current in its payment obligations. To receive service credits, You must submit a written request to support@myresman.com, within thirty (30) days after the end of the month in which the a Subscription Service failed to meet the Uptime Commitment, or Your right to receive service credits with respect to such unavailability will be waived.
   5. Third-Party Vendor Integrations.
      ResMan strives to provide comprehensive software solutions and services to the multifamily industry and provides you with access to ResMan-certified Third-Party Vendor integrations. ResMan uses commercially reasonable efforts to ensure that ResMan-certified Third-Party Vendor integrations meet certain performance criteria prior to making such integrations available, however, post-certification changes can affect integration functionality and system performance. ResMan works with Third-Party Vendors to monitor, modify and improve integration performance but reserves the sole right to add, modify, suspend or discontinue integrations with any Third-Party Vendor at any time and for any reason. ResMan does not guarantee or warranty the performance of Third-Party Vendor integrations and expressly denies any claims or commitments to specific system performance or uptime. ResMan and ResMan Support will use all commercially reasonable efforts to provide support and troubleshoot issues that arise from use of any Third-Party Vendor Integration but makes no claims or commitments to uptime or ability to resolve any identified issue. Use of ResMan-certified Third-Party Vendor Integrations is strictly at your discretion.
5. System Maintenance and Upgrade.

   Subscription Services are offered as Software-as-a-Subscription (SaaS). The system is accessed in the cloud via an internet connection. The Subscription Services are maintained centrally in a cloud hosting environment by ResMan for all subscribers. The software accessed by the subscriber is always the most current available version. ResMan uses commercially reasonable efforts to ensure the computing infrastructure accessed by the subscriber is maintained and upgraded as required to optimize performance. In addition, ResMan centrally installs software upgrades, enhancements, and bug fixes in the cloud hosted environment.

6. Support Services.

   ResMan agrees to provide You with technical support for ResMan (“Support“)which shall or may include phone, and/or online chat at no additional cost during the Term. Phone support shall be available from 8:00 a.m. to 7:00 p.m. Central Time, Monday through Friday, excluding US National holidays. Online support is also available through ResMan’s platform at www.myresman.com/contact. ResMan shall use commercially reasonable efforts respond to on-line requests during regular support business hours as set forth above; provided however, ResMan makes no promise or guarantee of any specific response time. Additional Support may also be purchased by You at the rates and terms more particularly set forth in the Order Form. Customer will identify individuals upon the initial onboarding who will be authorized to receive Support. Customer may update this list, as needed, from time to time.

7. Training. Customer agrees to the following training requirements:
   • Customer understands ResMan requires a minimum of fourteen (14) business days to schedule training.
   • This includes webinar training, onsite at ResMan facilities or at the Customer’s facilities.
   • Customer shall be invoiced separately for trainer’s travel expenses, after the delivery of training.
   • Customer shall be invoiced separately for trainer’s travel expenses, after the delivery of training.
   • Company will not travel or train on Federal Holidays or weekends.
   • Training cancelation or reschedule policy:
     • A two (2) week notice prior to the scheduled training is required.
     • Customer will be charged a fee of $500 if you cancel training between two (2) weeks and twenty-four (24) hours prior to scheduled training.
     • Customer will be charged a fee of $1,000 if you cancel training with less than twenty-four (24) hours’ notice prior to scheduled training.
   • Once travel has been confirmed and booked, associated rescheduling or cancelling fees will be billed to the Customer.
8. Data Access/Portability.

   You retain ownership of property and transactional data contained in Subscription Services. You may at any time and at their discretion request a copy of their data contained within Subscription Services. Each request must be made in writing to ResMan. ResMan will provide the data within ten (10) business days. The data will be provided in an industry standard format and be accompanied with descriptive documentation sufficient for a minimally skilled technical resource to understand the content. You may not create any new records or perform transactional events in the historical data that is provided to You. ResMan may provide additional professional services related to the use and interpretation of the data for a fee under a separate agreement or Order Form.

9. Derivative Works.

   Any attempt to sublicense, assign, rent, lease, sell, copy, distribute, reverse engineer, create a derivative work in whole or in part, or otherwise transfer the Subscription Services or the rights or obligations of the Agreement to any other property or third party without the prior written consent of ResMan is strictly prohibited and shall be void and of no effect and be a material breach of the Agreement. You agree that the consequences of re-publication of content or information from the Subscription Services may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy and that ResMan shall be entitled to temporary and permanent injunctive relief to prohibit such use.

10. Proprietary Rights; Confidentiality.

    You acknowledge and agree that the Website and Subscription Services contain proprietary information and content that is protected by intellectual property and other laws, and may not be used except as provided in these Terms and Conditions without prior, written consent of ResMan. All Website and Subscription Services design, text, graphics, interfaces, and images (and the selection and arrangements thereof), and software, hypertext markup language, scripts, active server pages, and other content and software used in the Website and Subscription Services are hereby reserved by ResMan. “ResMan” is a trademark. Such trademark and other marks, logos, and names of ResMan or the Subscription Services, used on or in connection with the Website or Subscription Services may not be used in connection with any product or service that is not under ResMan’s ownership or control. Furthermore, such trademarks may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits ResMan. All other trademarks not owned by ResMan (or its affiliates) that appear on the Website or Subscription Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by ResMan or its affiliates. All rights reserved. You acknowledge that ResMan has developed substantial goodwill and competitively valuable information in connection with ResMan. You agree to keep ResMan and all of ResMan’s information confidential, and shall not reproduce, copy, modify or otherwise alter or disclose/distribute it to a third party, nor permit any third party to do so or reverse assemble, reverse engineer, disassemble, decompile or otherwise attempt to create or discover any source code of ResMan by any means whatsoever. You shall: (i) protect 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; (ii) not use any confidential information for any purpose outside the scope of this Agreement; (iii) not disclose the confidential information to any third party; and (iv) limit access to the confidential information to its employees, contractors, advisors and agents. Upon written notice to ResMan, you may disclose the Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

11. Downloading of Intellectual Property.

    The Website and Subscription Services contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, and logos. Furthermore, the entire contents of the Website and Subscription Services are copyrighted as a collective work/compilation. As between the parties, ResMan owns copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. In the event of any copying permitted in writing by ResMan, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

12. Your Account, Password, and Security at Your Risk.
    

    YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK.

    Use of the Subscription Services requires that you register and/or create an account (“Account“) or use the Subscription Services as a guest. To register and create an Account, you must select an account designation and password and provide certain personal information. In consideration of the use of the Subscription Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, (b) maintain and promptly update the personal information you provide to keep it true, accurate, current and complete, and (c) not share Your Account information, user name, and password with any other Person. If you provide any information that is untrue, inaccurate, not current or incomplete, or ResMan has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ResMan has the right to refuse any and all current or future use of the Subscription Services (or any portion thereof).

    You are responsible for maintaining the confidentiality and security of your Account and password, and you are fully responsible for all activities that occur under your password or Account, and for any other actions taken in connection with the Account or password.

    You agree to (a) immediately notify ResMan of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information; and (b) ensure that you exit from your Account at the end of each session. ResMan shall not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) and (b) or for any acts or omissions by you or someone else using your Account and/or password.

13. Our Disclosure of Your Information.

    Due to the existing regulatory environment, we cannot ensure that all of your private and personally identifiable information will never be disclosed in ways not otherwise described herein. By way of example (without limiting the foregoing), we may be forced to disclose information to the government or third parties under certain circumstances, third parties may unlawfully intercept or access transmissions or private communications, or others may abuse or misuse your information that they collect from our Subscription. Therefore, although we intend to use industry standard practices to protect your privacy, we do not guarantee that your personally identifiable information will always remain private.

14. ResMan Website Product Accessibility

    ResMan utilizes industry-leading technologies to enable websites to meet the WCAG 2.0 AA success criteria (the, “WCAG Criteria”).   Using contextual understanding and image recognition, ResMan utilizes AI to scan and analyze websites to learn what image elements exist and adjusts them to work with blind users’ screen-readers. During this process, elements such as alt tags, images and icons are adjusted to help meet WCAG best practices.  In the event it is determined that the Customer website is not compliant with the WCAG Criteria, ResMan shall take reasonable actions to promptly resolve this matter to ensure the Customer’s website meets the WCAG Criteria within forty-five business days of notice. Customer agrees to help provide content such as copy, images, and any other project materials necessary for ResMan to comply with the WCAG Criteria.

    Customer is aware that use of the ResMan Services relating to the WCAG Criteria cannot guarantee that claims will not arise, and that embedding such Services in the Customer’s websites does not, on its own, fulfill all of the requirements of applicable law in respect of website accessibility (the ResMan Services relating to the WCAG Criteria do not remediate PDF files or create subtitles for videos, for example). ResMan does not undertake that the Customer’s websites will be 100% accessible at any given moment, owing to factors such as changes made by or requested to be made by Customer to their websites, issues originating in the Customer’s websites and /or limitations stemming from technological reasons.

    ResMan shall not bear any liability for damages incurred by the Customer and/or any representatives thereof on account of their use of the ResMan Services to meet or exceed the WCAG Criteria.  Customer irrevocably waives any claims against ResMan from any liability, legal or otherwise, and that it shall assert no claims against ResMan in this regard.