FLCRM Terms & Conditions

These Terms and Conditions of Service and the Order (the "Agreement") are by and between SUREWAY PA, LLC, a Utah corporation doing business as FLCRM ("FLCRM"), and the entity or person identified on the Order referencing this Agreement ("Customer") and is effective upon Customer’s access of the Services or indication of consent electronically (the "Effective Date"). FLCRM and Customer may each individually be referred to as a "Party," or together, the "Parties."

1. FLCRM provides access to its software-as-a-service and other services to its customers as a solution for automating and centralizing all or portions of the property management process.
2. Customer desires to access the software and other service offerings described herein, and FLCRM desires to provide Customer access to such offerings, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.
   • "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by FLCRM in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
   • "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the FLCRM Offerings under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the FLCRM Offerings has been purchased hereunder.
   • "Credit Reporting Service" means FLCRM's service offering that offers direct connection to third-party credit bureaus to provide tenant's with a method of building credit through their monthly rent expenses.
   • "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
   • "Documentation" means FLCRM's user manuals, handbooks, and guides relating to the Services provided by FLCRM to Customer either electronically or in hard copy form.
   • "Expenses" has the meaning set forth in Section 6(b).
   • "Fees" has the meaning set forth in Section 6(b).
   • "FLCRM IP" means the Services, the Documentation, and content or other information about the Services and the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, FLCRM IP includes Aggregated Statistics and any information, data, or other content derived from FLCRM's monitoring of Customer's access to or use of the Services but does not include Customer Data.
   • "Initial Term" has the meaning set forth in Section 12(a).
   • "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
   • "Lease Support Service" means our service offering wherein FLCRM takes all inbound requests about listings and coordinates showings on behalf of Customer.
   • "Losses" has the meaning set forth in Section 10(a).
   • "Maintenance Service" means our service offering providing twenty-four hours a day seven days a week coverage over damages or repairs reported by tenants and includes access to FLCRM's vendor network.
   • "Monthly Fees" has the meaning set forth in Section 6(a).
   • "Notice" has the meaning set forth in Section 14(b).
   • "Order" means an order form, invoice, or other document (including any online submission form or electronic order) that forms part of this Agreement detailing, amongst other things, the Software and Services to be provided, the Term of the Software and Services, and the fees payable by Customer.
   • "Payment Service" means FLCRM's service offering that allows for Customer to charge and tenants to pay their rent.
   • "Personal Information" means information that (i) identifies or can be used to identify an individual including names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers; or (ii) can be used to identify or authenticate an individual including passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, answers to security questions, an individual's internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual's commercial, employment, or education history, and other personal characteristics and identifiers.
   • "Service Suspension" has the meaning set forth in Section 12(c).
   • "FLCRM Offerings" means the Software and the Services.
   • "Services" " means the services requested by the Customer in an Order and performed by FLCRM or a third-party in connection with the Lease Support Service, Maintenance Service, Payment Service, Credit Reporting Service, and Tenant Support Services..
   • "Software" means the object code of the application made available to Customer by FLCRM hereunder, as well as all available updates, upgrades, new versions, modifications, subsequent releases of such application or different applications, platforms, or editions.
   • "Tenant Support Services" means FLCRM's twenty-four hours a day seven days a week
   • "Term" has the meaning set forth in Section 12(a).
   • "Third-Party Claim" has the meaning set forth in Section 10(a).
   • "Third-Party Services" means any third-party services provided with or incorporated into the FLCRM Offerings.
2. Services.
   FLCRM will provide the Services set forth in the Order to Customer (a) in accordance with the terms and subject to the conditions set forth in this Agreement; (b) using personnel of required skill, experience, and qualifications; (c) in a timely, workmanlike, and professional manner; and (d) in accordance with generally recognized industry standards in FLCRM''s field; and (e) to the reasonable satisfaction of the Customer.
3. SoftwareAccess and Use.
   • Provision of Access.
     Subject to the Customer's payment of Fees and compliance with the terms and conditions of this Agreement, FLCRM hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 14(g)) right to access and use the Software during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. FLCRM shall provide to Customer the necessary passwords to allow Customer to access the Software. Customer is responsible for obtaining the internet, network, and other systems required to access the Software and agrees that FLCRM will not be held responsible for failures or delays of such services.
   • Documentation License.
     Subject to the terms and conditions contained in this Agreement, FLCRM hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
   • Use Restrictions.
     Customer shall not use the Software or Documentation for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Software or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or Documentation; or (v) use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   • Reservation of Rights.
     FLCRM reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to FLCRM IP.
   • Aggregated Statistics.
     Notwithstanding anything to the contrary in this Agreement, FLCRM may monitor Customer's use of the FLCRM Offerings and collect and compile Aggregated Statistics. As between FLCRM and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by FLCRM. Customer acknowledges that FLCRM may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that FLCRM may use Aggregated Statistics to the extent and in the manner permitted under applicable law.
4. Customer Obligations.
   Customer is responsible and liable for all uses of the FLCRM Offerings and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer acknowledges and agrees that it:
   • Is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer;
   • Will use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the FLCRM Offerings, and shall cause Authorized Users to comply with such provisions;
   • Will not, except as expressly permitted pursuant to this Agreement, (i) allow any third party to transfer, merge, or electronically transmit to any computer or any destination over a network, via modem, or otherwise the Software, the Documentation, or the content therein, or (ii) allow any third party to access, rent, lease, copy, distribute, sublicense, sell, modify, decompile, disassemble, or otherwise reverse engineer in whole or in part, the Software, the Documentation, or the content therein;
   • Will immediately bring to the attention of FLCRM any known or suspected improper or wrongful use of FLCRM's Confidential Information or Intellectual Property Rights;
   • Will not, and shall not allow any third party, to use, extract, or re-utilize the Software (or any part thereof), the Documentation, or the content therein, for commercial purposes, including but not limited to, trading, building commercial databases, reselling or redistributing data from the Service Offerings, for profit or to develop a competitive product;
   • Will hold the terms of this Agreement in the strictest confidence as Confidential Information, releasing them only to its Authorized Users, employees, and other authorized representatives (such as attorneys and accountants) who have a need to know such terms, and Customer shall not release or disclose any such terms to any other party without FLCRM's prior written consent;
   • Will comply with all requests for information by FLCRM in a complete and timely manner, which requests may include but not be limited to:
     • Customer's vendor list;
     • Customer company policies (where applicable to the Services);
     • Customer property(ies) listing with full address(es);
     • Customer's list of Authorized Users and its service providers, and if, applicable;
     • Customer property warranty information; and
     • Any other Customer-specific information required by FLCRM.
   • Will give prompt notice to FLCRM of all changes to Customer billing information, and any other changes to Customer's account information including Customer's legal name, credit card, billing addresses, email addresses, primary contact name, current phone number, and authorized billing contact's current contact information;
   • Will safeguard necessary passwords and other security data and methods furnished to Customer in connection with the Software and prevent unauthorized access to or use of the FLCRM Offerings;
   • Will be responsible for all compliance with laws, as applicable, of Customer networks, equipment, and system security required or appropriate in connection with the Software;
   • have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data; and
5. FLCRM Obligations and Support.
   • Software Service Levels.
     Subject to the terms and conditions of this Agreement, FLCRM shall use commercially reasonable efforts to make the Software is available to Customer throughout the Term.
   • Service Requests.
     FLCRM agrees to use its commercially reasonable judgment in assessing the urgency of all tenant requests and/or maintenance issues based on the information and preferences provided by Customer in Customer's account. In the case of an emergency, FLCRM may, in its sole discretion, provide Services through third-party service providers to address a tenant requests. Customer will be responsible for payment of such Services and agrees and acknowledges that FLCRM will not be liable for any damages arising from such Services.
   • Third-Party Services.
     FLCRM may from time to time make Third-Party Services available to Customer. For purposes of this Agreement, such Third-Party Services may also be subject to the terms and conditions of such providers. If Customer does not agree to abide by the applicable terms for any such Third-Party Services, then Customer should not install or use such Third-Party Services.
6. Fees and Payment.
   • Monthly Fees.
     Customer must pay FLCRM the monthly service fees as set forth in the Order ( "Monthly Fees") without offset or deduction. Customer acknowledges and agrees that FLCRM may directly charge the credit card or draw from the bank account using the payment information provided by Customer.. All payments must be made in US dollars. If the Customer's credit card is denied or the balance in Customer's bank account is insufficient to cover the Monthly Fees and Customer fails to pay all Monthly Fees by the 14th day of the month, FLCRM will provide notice of delinquency and a $55.00 late fee will be charged to Customer, due and payable at the time of the notice. FLCRM will send a warning of termination if payment is not made by the 25th day of the month. This Agreement will terminate effective immediately on the last day of the month if Customer fails to make the required payment of the Monthly Fees.
   • Expenses.
     Customer must also reimburse FLCRM for all expenses expended by FLCRM on behalf of the Customer ( "Expenses" and together with Monthly Fees, the "Fees"). This includes, but is not limited to, any fees paid to service technicians, which may bear a markup of up to 15%. For all Expenses, FLCRM will provide an invoice to Customer which invoice is due upon receipt. Customer acknowledges and agrees that FLCRM may directly charge the credit card or draw from the bank account from the payment information provided by Customer. All payments must be made in US dollars. If the Customer's credit card is denied or the balance in Customer's bank is insufficient to cover the Expenses, FLCRM may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. If such failure continues for 10 days or more, FLCRM may suspend Customer's and its Authorized Users' access to any or all of the FLCRM Offerings until such amounts are paid in full.
   • Taxes.
     All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on FLCRM's income.
7. Confidential Information.
   From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or no] marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
8. Intellectual Property Ownership; Feedback.
   • FLCRM IP. Customer acknowledges that, as between Customer and FLCRM, FLCRM owns all right, title, and interest, including all Intellectual Property Rights, in and to FLCRM IP.
   • Customer Data. FLCRM acknowledges that, as between FLCRM and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data. Customer hereby grants to FLCRM a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for FLCRM to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
   • Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to FLCRM by mail, email, telephone, or otherwise, suggesting or recommending changes to the FLCRM IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ( "Feedback"), FLCRM is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to FLCRM on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and FLCRM is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although FLCRM is not required to use any Feedback.
9. Information Security.
   • FLCRM represents and warrants that its creation, collection, receipt, access, use, storage, disposal, and disclosure of Personal Information does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives.
   • Without limiting FLCRM's obligations under Section 9(a), FLCRM shall implement administrative, physical, and technical safeguards to protect Personal Information from unauthorized access, acquisition, or disclosure, destruction, alteration, accidental loss, misuse, or damage that are no less rigorous than accepted industry practices.
10. Warranty.
    THE SERVICES ARE PROVIDED "AS IS" AND FLCRM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNLESS OTHERWISE PROVIDED FOR IN THIS AGREEMENT. FLCRM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FLCRM MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
11. Indemnification.
    • FLCRM Indemnification.
      • FLCRM shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ( "Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ( "Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies FLCRM in writing of such Third-Party Claim, cooperates with FLCRM, and allows FLCRM sole authority to control the defense and settlement of such Third-Party Claim.
      • If a Third Party-Claim is made or appears possible, Customer agrees to permit FLCRM, at FLCRM's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If FLCRM determines that neither alternative is reasonably available, FLCRM may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
      • This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by FLCRM or authorized by FLCRM in writing; (B) modifications to the Services not made by FLCRM; (C) Customer Data; or (D) Third-Party Services.
    • Customer Indemnification. Customer shall indemnify, hold harmless, and, at FLCRM's option, defend FLCRM from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's Intellectual Property Rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by FLCRM or authorized by FLCRM in writing; or (iv) modifications to the Services not made by FLCRM, provided that Customer may not settle any Third-Party Claim against FLCRM unless FLCRM consents to such settlement, and further provided that FLCRM will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
    • Sole Remedy.THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND FLCRM'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT FLCRM IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
12. Limitations of Liability.
    IN NO EVENT WILL FLCRM BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FLCRM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL FLCRM'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO FLCRM UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13. Term; Termination; and Suspension.
    • Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until 12-months from such date (the "Initial Term"). This Agreement will automatically renew for successive 12-month terms unless either Party gives the other Party written notice of non-renewal at least 60 days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").
    • Termination. In addition to any other express termination right set forth in this Agreement:
      • FLCRM may terminate this Agreement, effective on written notice to Customer, if Customer breaches any of its obligations under Section 3(c) or Section 7;
      • either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
      • either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    • Suspension. Notwithstanding anything to the contrary in this Agreement, FLCRM may temporarily suspend Customer's and any Authorized User's access to any or all of the FLCRM Offerings if:
      • FLCRM reasonably determines that (A) there is a threat or attack on any of the FLCRM IP; (B) Customer's or any Authorized User's use of FLCRM IP disrupts or poses a security risk to the FLCRM IP or to any other customer or vendor of FLCRM; (C) Customer, or any Authorized User, is using the FLCRM IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) FLCRM's provision of the Software to Customer or any Authorized User is prohibited by applicable law;
      • any vendor of FLCRM has suspended or terminated FLCRM's access to or use of any Third-Party Services or products required to enable Customer and its Authorized Users to access or utilize the Software; or
      • in accordance with Section 6(b) (any such suspension described in subclause (i), (ii), or (iii) of this Section 7(c), a "FLCRM Offering Suspension").
    
    FLCRM shall use reasonable efforts to provide written notice of any FLCRM Offering Suspension to Customer and to provide updates regarding resumption of access to the FLCRM Offerings following any FLCRM Offering Suspension. FLCRM shall use commercially reasonable efforts to resume providing access to the FLCRM Offerings as soon as reasonably possible after the event giving rise to the FLCRM Offering Suspension is cured. FLCRM will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a FLCRM Offering Suspension.
    • Effect of Suspension, Expiration, or Termination.
      Upon suspension, expiration, or earlier termination of this Agreement, Customer shall immediately discontinue use of FLCRM IP and, without limiting Customer's obligations under Section 7, Customer shall delete, destroy, or return all copies of FLCRM IP and certify in writing to FLCRM that FLCRM IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
    • Survival.
      Sections 1, 7, 8, 10, 11, 12, 14, and 15(f) will survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
14. Representations and Warranties.
    • Mutual Representations.
      Each party represents and warrants to the other party that:
      • it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
      • it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; and
      • this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
    • Additional Representations of Customer.
      Customer hereby represents, acknowledges, and agrees that FLCRM is not a property manager and does not intend to fill the role of property manager in any way. Customer further represents and agrees that it will operate its property as the property manager and use the Services as a solution for automating and centralizing any part of the property management process.
15. Miscellaneous.
    • Entire Agreement.
      This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
    • Notices.
      All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses designated by the Parties on the Order. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid).
    • Force Majeure.
      In no event shall FLCRM be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond FLCRM's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemics or pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    • Amendment and Modification; Waiver.
      No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • Severability.
      If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • Governing Law; Submission to Jurisdiction.
      This Agreement is governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Utah. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Utah in each case located in the city of Salt Lake City and County of Salt Lake, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    • Assignment.
      Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of FLCRM. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    • Export Regulation.
      Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
    • Equitable Relief.
      Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Customer, Section 3(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.