Last Updated: July 8, 2024
These Terms and Conditions ("Terms") govern your use of the software-as-a-service (SaaS) platform and any other services (collectively, the "Services") provided by Domos Inc. ("Domos," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.
1. Definitions
- "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
- "Client Data" means any data, information, or material provided to Domos by you or your users in connection with the Services.
- "Property Manager" means the entity or individual responsible for managing a property or properties using the Services.
- "Subscription Communities" means the properties for which you have subscribed to use the Services.
- "Users" means your employees, affiliates, consultants, contractors, and any prospective residents, current residents, or former residents of Subscription Communities.
2. Services and License Grant
2.1 Services: Domos will provide you with access to its AI-powered property management platform and associated services as described in the relevant Order Form(s) and in accordance with these Terms.
2.2 License: Subject to these Terms, Domos grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services for your internal business purposes during the Term.
2.3 Restrictions: You shall not:
License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services;
Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services;
Access the Services to build a similar or competitive product or service;
Use the Services in any manner that violates applicable law or infringes on the rights of any third party.
3. Client Obligations
3.1 Account Information: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
3.2 Compliance with Laws: You agree to use the Services in compliance with all applicable laws, regulations, and industry standards.
3.3 Acceptable Use: You agree not to use the Services to:
Transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable material;
Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
Interfere with or disrupt the Services or servers or networks connected to the Services;
Attempt to gain unauthorized access to the Services or related systems or networks.
3.4 Consent for Communications: You represent and warrant that you have obtained all email addresses, phone numbers, and other contact information provided to Domos directly from the resident in connection with such resident's lease. You further represent and warrant that you have obtained all required consents for Domos to communicate with each resident via email and SMS in connection with the Services under applicable law, including the Telephone Consumer Protection Act ("TCPA") and all rules, regulations, and orders issued in connection with the TCPA. You agree to provide residents with any notices or requests for consent with respect to the Services reasonably requested by Domos.
3.5 Indemnification: You shall indemnify and hold Domos harmless from any claims, damages, or liabilities arising from your failure to obtain proper consent or authorization for communications with residents.
4. Fees and Payment
4.1 Fees: You agree to pay all fees specified in the Order Form(s). Except as otherwise specified herein or in an Order Form, fees are based on Services purchased and not actual usage.
4.2 Payment: All fees are due within 30 days of the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection.
4.3 Taxes: Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
5. Proprietary Rights
5.1 Reservation of Rights: Subject to the limited rights expressly granted hereunder, Domos reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
5.2 Client Data: You retain all rights, title, and interest in and to the Client Data. You grant Domos a worldwide, limited-term license to host, copy, transmit and display Client Data as necessary to provide the Services in accordance with this Agreement.
5.3 Usage Data: Domos may collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Domos will be free to use such information to improve and enhance the Services.
6. Confidentiality
6.1 Definition: "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), 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.
6.2 Protection: The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use or divulge to any third person any such Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law.
6.3 Exclusions: Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
7. AI and Automated Processing
7.1 AI Services: Some of our Services utilize artificial intelligence (AI) to communicate with and respond to users. You acknowledge that when interacting with our Services, you may be communicating with an AI agent rather than a human.
7.2 No Professional Advice: Our AI services are provided for informational and assistance purposes only. They do not constitute professional legal, financial, or other advice. Users should consult with appropriate professionals for specific advice.
7.3 Automated Processing: We use automated processing, including profiling, to analyze interactions and provide our Services. This may include making predictions or decisions about preferences or behavior.
8. Warranties and Disclaimers
8.1 Domos Warranties: Domos warrants that (i) it has validly entered into these Terms and has the legal power to do so, (ii) the Services shall perform materially in accordance with the relevant documentation, (iii) it will not transmit malicious code to you, except for any malicious code contained in User-uploaded content.
8.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, DOMOS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Limitation of Liability
9.1 Limitation of Liability: IN NO EVENT SHALL DOMOS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
9.2 Exclusion of Consequential and Related Damages: IN NO EVENT SHALL DOMOS HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
10. Term and Termination
10.1 Term: These Terms commence on the date you first accept them and continue until all subscriptions hereunder have expired or have been terminated.
10.2 Termination for Cause: A party may terminate these Terms for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
10.3 Effect of Termination: Upon termination, you shall cease all use of the Services and Domos shall cease using your Client Data, except as necessary to comply with applicable law.
11. General Provisions
11.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
11.2 Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).
11.3 Relationship of the Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.4 Waiver: No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.
11.5 Severability: If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
11.6 Entire Agreement: These Terms, including all exhibits and addenda hereto and all Order Forms, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
By using Domos Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by their terms and conditions.