Terms and Conditions
Last updated Dec 11, 2015
Please read the following Terms and Conditions carefully before utilizing the Services (defined below in Section (2): SERVICES). By accepting these Terms and Conditions, you are expressing your complete acceptance to be bound by all of the Terms and Conditions. Similarly, use of the Services implies your acceptance to be bound by all of the Terms and Conditions. If you do not accept these Terms and Conditions, you may not access or use the Services.
Section (1): HEADINGS.
Section headings are provided for convenience only and do not affect the construction or the interpretation of this Agreement.
Section (2): SERVICES.
This Agreement provides access to a WEB-BASED online service for property management with features such as:
- Provide online access for property managers, property management companies, occupants and board members
- Receive and manage requests, emails and service requests
- Record payments and lease terms
- Send and receive alerts via email, voice call and sms text messages
@Assist will provide this functionality through its website (atassist.com) (hereinafter referred to as "Service" and "Services") and other related services ordered by the Customer under the terms below.
Section (3): USE OF SERVICES.
- @Assist Responsibilities. @Assist must (i) use commercially reasonable efforts to make the Services available, except for (x) scheduled outages, and (y) unavailability caused by force majeure.
- Customer Responsibilities. Customer (i) is solely responsible for and has consented to use of ALL Customer Data and has freely and voluntarily provided personal data to @Assist which includes description of property and owners, tenants and/or occupants, (ii) has obtained consent for the data provided by their owners, tenants and/or occupants which in turn qualifies these owners, tenants and/or occupants to use the Service for update of that data, viewing payment history as well as emergency and non-emergency requests to their property manager and emails to and from their property manager, (iii) must use commercially reasonable efforts to prevent unauthorized access to the Services and notify @Assist promptly of any such unauthorized access, (iv) may use the Services only in accordance with applicable law, and (v) may not setup any account using a false identity or identity that is not their own.
- Customer and End User. Customer may allow its employees and certain third-parties (including owners, tenants, contractors and End Users) to create accounts and access the Services in compliance with the terms of this Agreement, where access must be for the sole benefit of Customer. Customer is responsible for End User compliance with this Agreement and will be held responsible for abuse of the Services.
- End User violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement or use of the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by and End User, you will immediately terminate such End User’s access to the Service Offerings and notify @Assist.
- Restrictions: Customer may not (i) sell, resell, rent or lease the Services, (ii) use the Services to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, (iii) interfere with or disrupt the integrity or performance of the Services, or (iv) attempt to gain unauthorized access to the Services or their related systems or networks.
Section (4): FAIR USE POLICY.
@Assist doesn't typically impose fixed limits to the amount of storage customers have on their account, charge per GB of storage, charge for Bandwidth used or charge for the load that is generated on its systems. Rather, @Assist has a Fair Use Policy. To date, instances of "unfair use" have been very rare ensuring customers continue to enjoy the limitless qualities of @Assist's services.
What does this Fair Use Policy mean?
@Assist is a shared service and reserves the right to limit or suspend accounts that negatively influence the system performance for the majority. Customers may be contacted if their account causes network performance issues in order for @Assist to uphold the overall quality of the Services.
When is the Fair Use Policy invoked?
@Assist retains the right to limit or suspend accounts of any Customer imposing excessive load on the @Assist service so that it compromises the system performance for the majority. @Assist also retains the right to limit or suspend accounts of any Customer in the rare event that @Assist is not able to keep up with the overall storage growth.
@Assist regularly runs usage statistics on its storage infrastructure to benchmark excessive storage consumption. Such Customers that are beyond par may be contacted and offered a tailored and/or upgraded storage proposal at an additional cost.
What happens when the Fair Use Policy is invoked?
@Assist wishes to keep its Customers satisfied, even those who are in violation of the Fair Use Policy, as @Assist acknowledges that this might not be intentional. Therefore, when the Fair Use Policy is invoked, the Customer will be notified in advance so that a mutually agreeable solution may be discussed.
Section (5): PAYMENT TERMS.
Customer must pay all fees itemized in its account in the Service. Customer is responsible for the payment of all sales, use, GST/HST and other similar taxes. There are no refunds or credits for partial months of the Service. @Assist may change its fees upon 30 days' notice to Customer via the email address in Customer’s account.
Credit Card/Auto Debit. Customer authorizes @Assist to charge Customer’s credit card or debit Customer’s bank account on billing dates based upon their subscription (ie. monthly, quarterly or yearly) for an amount equal to Customer’s then current balance (includes fees for per-use service (ex. sms text messages and voice calls)).
- Customer's credit card or bank account information changes,
- Customer's credit card information expires, or
- @Assist is unsuccessful in charging Customer’s credit card or debiting Customer’s bank account
the Customer's account will be suspended, and the Customer will be a sent a notice at the email address provided to @Assist on their Customer Account informing them that account suspension has occured. If the payment issue is not rectified within 7 days, an additional fee will be incurred. After a suspension of 30 days @Assist may terminate the Service at any time without further notice.
We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance notice. We may charge you an interest rate of 2% per month (or the highest rate permitted by law, if less) on all late payments.
Section (6): MUTUAL CONFIDENTIALITY.
- This section applies to information shared between or provided to @Assist, Customers and End Users by each other or other outside parties.
- Definition of Confidential Information. Confidential Information means all information disclosed by a party (the "Discloser") to the other party (the "Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Customer's Confidential Information includes without limitation all Customer information uploaded or entered. @Assist's Confidential Information includes without limitation the Services, its components, website and pricing.
- Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
- Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information.
- Disclosure Required by Law. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice as permitted by law so that they may seek a protective order. @Assist will only disclose the limited information required to be disclosed by law or the court order.
Section (7): PROPRIETARY RIGHTS.
- Reservation of Rights by @Assist. The proprietary website, user interface, designs, know-how, and other technologies provided by @Assist as part of the Services are the proprietary property of @Assist and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with @Assist. @Assist reserves all rights unless expressly granted in this agreement.
- Customer Restrictions. Customer may not:
- Use the Services beyond its internal operations;
- Reverse engineer or deconstruct the Services;
- Remove or modify any proprietary marking or restrictive legends in the Service; or
- Access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
- Customer Owned Data. All data uploaded or entered by Customer or under any account of Customer remains the sole property of Customer, as between @Assist and Customer (Customer Data), subject to the other terms of this agreement. Customer grants @Assist the right to use the Customer Data for purposes of performing under this agreement.
Section (8): DISCLAIMER.
@ASSIST DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES MAY BE INTERRUPTED OR MAY NOT BE ERROR FREE. ALTHOUGH @ASSIST TAKES REASONABLE PRECAUTIONS TO SECURE THE SERVICE, CUSTOMER UNDERSTANDS THAT @ASSIST DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE ACCESSED BY UNAUTHORIZED THIRD PARTIES.
Section (9): EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY.
- EXCLUSION OF CERTAIN DAMAGES. @ASSIST IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE SERVICES, EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE). ADDITIONALLY, @ASSIST CANNOT BE HELD LIABLE FOR SERVICES PROVIDED TO CUSTOMER BY A THIRD PARTY REGARDLESS OF IF IT UTILIZES DATA FOUND OR EXTRACTED FROM THE @ASSIST WEBSITE.
- LIMITATION OF LIABILITY. @ASSIST'S LIABILITY FOR ALL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THEIR BASE SUBSCRIPTION TO @ASSIST WITHIN THE PRECEDING 12 MONTHS UNDER THIS AGREEMENT. ADDITIONAL MONTHLY SERVICE CHARGES ARE EXCLUDED FROM THIS LIABILITY.
Section (10): TERM, TERMINATION, SUSPENSION OF SERVICE AND RETURN OF DATA.
- Term. This agreement continues for the duration specified when ordering the Service, and auto-renews for the same duration, (initial or renewal term, Term), until terminated by:
- Customer at any time within the Service with 15 clear days' notice prior to the statement date, or
- @Assist with at least two months' notice to the email address in Customer’s account
- Termination for Cause. Except as otherwise provided in this Agreement, if either party is in breach of any material term of this Agreement, the other party may terminate this Agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
- Upon any termination as provided in 9(b) above by Customer, @Assist must refund prepaid and unused fees covering the remaining months of the Term. Partial months will not be refunded.
- Upon any termination as provided in 9(b) above by @Assist, Customer must pay any unpaid fees covering the remainder of the Term. @Assist does not charge for partial months. The Services will also be terminated.
- Termination of Service.
- If the Customer desires to terminate the Service, they may do so at any time by providing 15 clear days' notice prior to the statement date. @Assist does not bill for partial months. If less than 15 clear days’ notice is provided, you will be billed for the following month. If you are on a quarterly or annual billing cycle, the automatic payment will still be charged for the full quarter or year. In this circumstance you will be refunded for any subsequently cancelled months.
- @Assist has no obligation to retain any Customer Data after termination.
- Suspension of Service for Violations of Law or this Agreement. @Assist may immediately suspend any account or the Service and remove applicable Customer Data if it in good faith believes that, as part of using the Services, Customer or any account has violated the law or this agreement.
Section (11): GOVERNING LAW, FORUM AND ARBITRATION.
- For Customers and End Users within Canada or Located in Other Countries: Any dispute, controversy or claim arising out of or relating to this Agreement including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of Arbitration shall be the City of Edmonton, in the Province of Alberta, in the Country of Canada. The language of the arbitration shall be English.
- This agreement is governed by the laws of the Province of Alberta, Canada, without regard to conflict of law principles. Both parties consent to Edmonton, Alberta, Canada as the governing jurisdiction and waive any claim that it is an inconvenient forum.
Section (12): CUSTOMER INDEMNITY.
Customer hereby agrees to indemnify, defend, and forever hold harmless @Assist against all third-party claims, demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to Customer’s use of or access to the Service, which includes without limitation any breach of the agreement by Customer or claim related to the Customer Data: Customer is not responsible to indemnity @Assist to the extent of any claim of infringement of the Service by third-party copyright, trademark, patent or trade secret.
Section (13): MISCELLANEOUS OTHER TERMS.
- Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
- No Assignment. Neither party may assign or transfer this agreement to a third party, except that with notice this agreement may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party.
- No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision and shall not limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
- Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
- Survival of Terms. Any terms that by their nature survive termination of this agreement, will survive.
- United Nations Convention or Contracts for the International Sale of Goods (CISG) does not apply.
- Time shall be of the essence in this Agreement.