Welcome to PropertyTRAK! Please read these Terms and Conditions carefully before using or obtaining any content, products or services through our Site.

Access to and use of this Site is subject to acceptance of the terms and conditions below, which include our Privacy Policy. By accessing, using or obtaining any content, products or services through this Site, you agree to be bound by these terms and conditions. If you do not accept all of these Terms and Conditions, then please do not use this Site.

1. Definitions. The terms set forth below whenever used in this Agreement in the singular or plural form and capitalized shall have the following respective meanings:

a. “Acceptance Date” means the date this Agreement is signed by the Client or in the case of subsequent modifications to this Agreement the date the PropertyTRAK System is accessed and utilized by the Client;

b. “Agreement” means this PropertyTRAK Subscription Agreement, its Terms and Conditions and Privacy Policy;

c. “Client Administrator” means the person responsible for the use of the PropertyTRAK System within the Company.

d. “Client” means any client company that becomes a customer of PropertyTRAK;

e. “Company Users” means the list of Company’s Staff/Technicians & Administrators that are licensed to use the PropertyTRAK System (the “Users”) and

f. “PropertyTRAK System” means the proprietary PropertyTRAK software system owned by PropertyTRAK which is a web-based platform for facility and property management and other selected module applications such as: projects, work orders, asset management, consumable inventory, custom dashboard, and vendor management.

1. Operation of the PropertyTRAK System. During the term of this Agreement, and subject to the terms hereof, PropertyTRAK shall be the exclusive operator of the PropertyTRAK System. PropertyTRAK agrees that the Company may use PropertyTRAK’s name throughout the operational process, however, PropertyTRAK remains the owner and operator of the PropertyTRAK System.
2. Modifications. PropertyTRAK reserves the right from time to time to make modifications to the PropertyTRAK System and to this Site without prior notice to you. All such modifications will be owned by PropertyTRAK.
3. Fees.

a. Subscription Fee: Company agrees to pay PropertyTRAK subscription fees based upon the number of properties and selected module applications. PropertyTRAK reserves the right to verify site information as it relates to the pricing and usage of the PropertyTRAK System. You represent and warrant that all information you supply to us is true and accurate. Any discrepancy will be brought to the Client Administrator’s attention for resolution.

b. Other Fees: In addition to the standard application covered by the annual subscription fees, there are various services available for an additional fee and may be subscribed to under a separate agreement.

i. Payment Terms: Subscription fees are due on a monthly basis at the end of each month after the start of each month date that service was initiated. Fees are payable via EFT, bank draft, check, or credit card. Fees are delinquent if not paid before 30 days at which time access to the PropertyTRAK System will be suspended. Invoices for services provided outside of the annual subscription fee are due upon receipt and if not paid within 30 days of invoice date will result in a suspension of access to the PropertyTRAK System.

5. Users. Company acknowledges and agrees that users of the PropertyTRAK System are not PropertyTRAK employees. PropertyTRAK makes no representations or warranties of any kind regarding the work performed by users, the data entered by users or the manner in which the users utilize the PropertyTRAK System. PropertyTRAK makes no representations or warranties of any kind regarding the Site, its content, products or services, all of which are provided on an “as is” basis. PropertyTRAK expressly disclaims any representation or warranty that the PropertyTRAK System or the Site will be free from errors, viruses or other harmful components, that communications to or from the Site will be secure and not intercepted, that the services and other capabilities offered from the Site will be uninterrupted or that its content will be accurate, complete or timely. PropertyTRAK AND ITS PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

6. Term and Termination. This Agreement shall be effective as of the Acceptance Date.

a. Termination by Client for Convenience: After fulfilling the initial 12 consecutive month obligation for this contract, Client may terminate this Agreement for any reason or no reason at all, at their convenience, by (i) providing PropertyTRAK written 60 day notice prior to termination in accordance with Sections 12 and 13 of this Agreement, and (ii) ceasing all access and activities on your account with PropertyTRAK. Said termination will take effect 60 days after receipt of the formal notice to PropertyTRAK in accordance with the notice provisions set forth in Section 13 below.

b. Termination for Cause: If a Party (Client or PropertyTRAK) fails to perform or observe any material term or condition of this Agreement and the failure continues un-remedied for thirty (30) days after receipt of written notice, the other Party may terminate this agreement.

c. Termination or Suspension by PropertyTRAK for Cause: This Agreement may be terminated immediately upon written notice by either Party if the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors. Client shall be responsible for payment of all charges under a terminated Agreement incurred as of the effective date of termination.

d. Updated subscription fees will be provided three (3) months prior to the effective date of such updated subscription fees.

Data.

a. Backup: PropertyTRAK shall backup on a regular basis, but not less than daily, Company’s data and user information that has been entered into the PropertyTRAK System. Company’s backup data shall be used for restoring system information lost in the unlikely event of a system failure.

b. Use: PropertyTRAK may use Company’s data for internal usage analysis. Company’s data shall not be sold or made available to any other party unless authorized by Company.

c. Availability: All data loaded onto the PropertyTRAK System remains proprietary to Company. PropertyTRAK provides several formats for the Company to access, organize and download the data. Should the Company decide to terminate its subscription it will be the Company’s responsibility to download and preserve its data prior to the termination of the subscription.

d. Content: PropertyTRAK will not accept responsibility for inappropriate content storage or use of the PropertyTRAK System, and will report all encountered misconduct to the Client Administrator on the account. PropertyTRAK reserves the right to terminate Client accounts that are in violation of the usage policy.

e. Size Reservation: PropertyTRAK allocates 200G of data storage space that is more than adequate for the operation of the PropertyTRAK System as per storage size listed in the agreement. PropertyTRAK reserves the right to limit data stored on the system by any specific Client to a level that is consistent with usual and customary practices by users of similar size and configuration.

Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto. Modification of this Agreement shall be effective when the Client accesses and utilizes the PropertyTRAK System following a modification to this Agreement. There are no understandings, representations, or warranties of any kind, express or implied, not expressly set forth herein.

Waiver. The rights herein given to either party may be exercised from time to time, singly or in combination, and the exercise of one or more of such rights shall not be deemed to be a waiver of any one or more of the other. No waiver of any breach of a term, provision or condition of this Agreement shall be deemed to have been made by any party hereto unless such waiver is addressed to the other in writing and the failure of either party to insist upon the strict performance of any term, provision or condition of this Agreement shall not constitute a relinquishment for the future of any such term, provision or condition.

Indemnification. Company agrees to indemnify and hold harmless PropertyTRAK, its officers, directors and employees from and against any and all losses, damages, costs and expenses (including, without limitation, any reasonable attorneys’ fees and court costs), liabilities, claims, settlements and judgments arising out of: (i) Company or its employees or agents’ gross negligence or willful misconduct, (ii) the failure by Company or its employees or agents to properly comply with the terms of this Agreement, (iii) PropertyTRAK’s compliance with any written instructions from Company, (iv) errors or omissions by Company relating to the PropertyTRAK System, or (v) infringement claims against PropertyTRAK for PropertyTRAK’s use of Company’s trade names or trademarks, as contemplated by this Agreement.

Disclaimer. The PropertyTRAK System is not designed or intended to provide or replace any notification functions (e.g. 911 calls) in the event of any emergency involving Company’s Properties. The Company agrees that any such functions or responsive actions are its sole responsibility and hereby releases PropertyTRAK from any and all liability arising out of any emergency involving any of Company’s Properties.

Severability. If any provision in this Agreement shall be held unenforceable or invalid for any reason whatsoever, the remaining provisions shall continue in full force and effect.

Notices. Any notice, statement, or other communication permitted or required by this Agreement shall be delivered in writing by reliable overnight courier or by first class mail, postage prepaid, addressed to the intended recipient as follows:

If to PropertyTRAK:

PropertyTRAK

PO Box 26246

Overland Park, KS 66225

Either party to this Agreement may change its mailing address by giving the notice in accordance with the provisions of this Section to the other party.

Force Majeure. Neither party shall be liable to the other for failure to perform this Agreement when such failure to perform is due to any natural disaster, fire, flood, storm, strike, labor unrest, war, riot, act of God, terrorism, equipment or power interruptions (where not due to the negligence of the non-performing party, its employees and contractors), interruptions in telephone systems, failures in third-party computer software or hardware, or any cause beyond the non-performing party’s reasonable control.

Limitations Remedy. Neither party will be liable to the other party for special, incidental, indirect, consequential, or exemplary damages, beyond any specifically set forth within this Agreement. In no event will the aggregate liability of PropertyTRAK to Company under this Agreement for damages, costs, attorneys’ fees, or expenses, exceed the amount of the fees paid by Company hereunder within the twelve months immediately preceding the accrual of the cause of action against PropertyTRAK. This Section applies to all claims irrespective of the cause of action underlying the claim, including, but not limited breach of contract (even if in the nature of a breach of condition or a fundamental term or a fundamental breach) and tort (including but not limited to negligence or misrepresentation).

Assignment and Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

Independent Contractor. Nothing in this Agreement or as a result of the relationship between the parties shall be construed to create any joint venture or partnership relationship between the parties hereto.

Choice of Law; Jurisdiction and Forum. This Agreement shall be governed under the laws of the State of Kansas. Each of the parties agrees to the exclusive jurisdiction and forum of the federal court sitting in Kansas City, Kansas in any action or proceeding arising out of or relating to this Agreement; provided, however, for any matter or controversy not qualifying for federal subject matter jurisdiction, the exclusive jurisdiction and forum shall be in the District Court of Johnson County, Kansas and each of the parties agrees that all claims in respect of the action or proceeding may be heard and determined in any such court and the parties hereto agree to such jurisdiction and forum.