Inosio Terms of Service

This article is for your convenience; however, from time to time we may need to make changes to the terms, for the most up to date version, please go here: https://www.inosio.com/terms

Inosio, Inc. (“Company”, “Inosio”, “we”, “us”, etc.) provides hosted software for the Property Management industry that facilitates payments, maintenance, communications and other property operations services (collectively, the “Service”).

Your use of the Service is governed by this Agreement, which is a binding contract between you and us. Please carefully read the Agreement before registering an account or using the Service. For the purposes of this Agreement, "Inosio", “Company”, "we," "our," and "us" refer to Inosio, Inc. In order to use the Service, you must first agree to this Agreement. If you are registering for or using the Service on behalf of an organization, you are agreeing to this Agreement for that organization and promising that you have the authority to bind that organization to this Agreement. In that case, "you" and "your" will also refer to that organization, wherever possible. IF YOU SIGN UP FOR THE SERVICE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ORGANIZATION, THEN (A) YOU WILL BE DEEMED AUTHORIZED TO REPRESENT THE ORGANIZATION, AND (B) YOUR ACCEPTANCE OF THIS AGREEMENT WILL BIND THE ORGANIZATION TO THIS AGREEMENT.

BY USING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICE OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICE, YOU HEREBY AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICE.

This Agreement is effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Service, whichever is earlier (the “Effective Date”). This Agreement does not have to be signed in order to be binding.

“Client” refers to users of the Service that provide property management and/or rent/dues collection services at one or more properties (“Client Properties”) owned by Client or by Client’s contracted affiliates.

“Residents” refers to users of the Resident User Interface within the Service and are typically tenants, occupants, guarantors, unit owners, or other parties that make payments to Clients.

Clients and Residents must each accept and agree to be bound by the terms of this Agreement in order to use the Service or any part of it.

This Agreement is month-to-month and can be canceled at any time. When canceled outstanding Fees (defined below) will be promptly invoiced and payable immediately. As some payment processing disputes can arise 90 to 180 days after the initial payment both parties agree to work together to settle amounts owed from disputes that arise after termination of this Agreement, and Client will be responsible for all Fees incurred as part of those disputes. Client further agrees to cooperate and assist Company in resolving payment disputes.

Inosio will pay Client net amounts collected from Payers for Client’s account less applicable fees (“Fees”). Fees may include “Convenience Fees”, most of which are set and configured within the Service by Client. Certain Fees, including but not limited to the ACH NSF fees and chargeback Fees are set by Inosio in its sole discretion (“Exception Fees”). Fees can be changed at any time, and will be charged to the Client or Payer as applicable in our sole discretion.

Client will maintain a valid payment method for payment of invoices on file with Inosio at all times. Inosio will auto-debit the bank account or card on file for all services/invoices per invoice configuration at the time of invoice creation.

Client agrees to promptly pay Inosio for other Fees incurred based on the configuration of Client’s subscription to the Service or as set forth in an applicable statement of work (“SOW”) in the case of professional services.

Bank Accounts

In the event of a dispute (ACH, Card, or other payment type that is claimed to be fraudulent by the Payer or owner of debited payment method) Payer acknowledges and agrees that Inosio shall have the right to reverse or refund the payment in Inosio’s sole discretion. In addition, Client will cooperate with Inosio to resolve the dispute and bring it to resolution in a timely manner (but will provide requested information in any case within 5 days after a request from Inosio). This includes, but is not limited to, providing user details, app logging, audit logs, payment processing details, application and lease documents, and personally identifiable information about the Payer such as photo ID, background checks etc.

By linking a bank account with the Service, you authorize us to credit and debit such account for all purposes relating to the Service, including without limitation sending Clients funds collected on their behalf and debiting Fees incurred. You agree to maintain accurate bank account information and to promptly update bank account information whenever a change occurs.

In the event that a payment via ACH, card, or other payment method comes back as returned, fraudulent, or otherwise resulting in the reversal of funds from Inosio, Client understands that such transactions will be subject to additional Fees and that Inosio will reverse any credit already issued for such item. Client certifies that funds will be available for reversal to Inosio at all times. In the event funds are not available, Client will pay all costs associated with collection of such funds.

Please review our Privacy Policy, which governs all information Company collects or that Client or any other user provides to Company, to understand our practices concerning privacy matters. By using the Service, you consent to all actions taken by Company with respect to your information in compliance with the Privacy Policy. Furthermore, you agree that all information you provide, including but not limited to the use of any of the interactive features on the Site, is governed by the Privacy Policy. The current Inosio Privacy Policy can be viewed here: https://portal.inosio.com/privacypolicy

Each party represents and warrants that it is compliant and will remain compliant with all applicable laws, rules and regulations, as well as applicable industry rules such as ACH, PCI, and other card association rules.

Client authorizes Company, any reporting agency employed by Company, and any agents thereof to investigate the reference statements and data provided by Client for Company to perform the Services, including performing an Office of Foreign Asset Control check on the Client and its authorized signer. Client represents and warrants that neither Client nor any owner, officer, or authorized signer of Client or any Client Properties has been terminated as a Visa, Mastercard, American Express or Discover merchant.

We reserve the right to investigate complaints or reported violations and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your use of the Service. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

RESTRICTIONS AND RESPONSIBILITIES

You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or the Software; modify, translate, or create derivative works based on the Service or Software (except to the extent expressly permitted by Company or authorized within the Service); use the Service or Software for developing a competitive product or service or time-sharing or service bureau purposes or remove any proprietary notices or labels.

Further, you may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

You represent, covenant, and warrant that you will use the Service only in compliance with all applicable laws and regulations. Although Company has no obligation to monitor use of the Service, Company may do so and may prohibit any use of the Service we believe may be (or alleged to be) in violation of the foregoing.

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and bank account information, and for all uses of your account or the Equipment with or without your knowledge or consent.

Any non-public data submitted by Client or otherwise made available to Company via the Service is “Client Data.” However, Client Data does not include any information that is data independently derived by Company through analysis of the Client Data or Usage Data (as defined below), to the extent such derived data does not itself contain Client Data. Company will implement commercially reasonable measures to secure the Service against unauthorized access to or alteration of Client Data; provided that Client is solely responsible for maintaining the security and operability of its systems and devices used to access the Services and ensuring timely transmission of, and the accuracy, quality, integrity, and reliability of, all Client Data.

Client hereby grants to Company a worldwide, irrevocable, perpetual, royalty-free license (i) to use all Client Data and other data made available to Company or transmitted through the Service by or on behalf of Client to perform Company’s obligations hereunder; and (ii) to use any non-personally identifiable information related to Client’s use of the Services (“Usage Data”) to improve Company’s products and services. Client will (a) obtain all permissions or approvals as necessary for Client to provide Client Data to Company, and (b) comply with all laws applicable to Client’s provision of Client Data.

Client represents and warrants to Inosio, in addition to Client’s representations and warranties made elsewhere in this Agreement, that (a) Client owns or otherwise has and will have the necessary rights and consents in and relating to the Client Data (defined below) so that, as received by Company and used in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or privacy rights of any third party or violate any applicable laws; (b) Client will provide all required notices and obtain all required consents from its users and from the owner(s) of each Client Property to allow Company to provide and operate the Service, including without limitation with respect to payment processing, bank authorizations, and electronic communication regulations; (c) all information provided to Inosio regarding the Client Property(ies), Residents and Payers is accurate, including without limitation address, contact information, ownership, rental and fee amounts, size, and number of units; (d) Client has all required authority from the owner of each Client Property to manage and collect payments from the applicable Payers; (e) Client has all required authority from each Resident and Payer to share information relating to such Resident or Payer with Company, including authority to share personally identifiable information; (f) Client is in, and will remain in, compliance with all applicable laws; and (g) Client is not located in a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a “terrorist supporting” country, and neither Client nor any of its officers, directors or owners are listed on any U.S. government list of prohibited or restricted parties.Resident Warranties

Each Resident and Payer represents and warrants to Inosio, in addition to the representations and warranties made elsewhere in this Agreement, that (a) they have all required authority, permission and right to use their chosen payment method, including without limitation, the right to authorize Inosio to charge bank accounts, credit cards, or other payment methods placed on file on a recurring basis; (b) all information they share with Inosio is accurate and complete; and (c) they are in, and will remain in, compliance with all applicable laws relating to their use of the Service.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Except for the Client Data, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and content or data belonging to other users, and all Intellectual Property Rights related thereto, are the exclusive property of Inosio and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Onosio materials. Use of the Service or any information obtained from it for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or its features (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Inosio under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Inosio delivers Property Operations services within the United States and transacts in USD. Inosio does not provide any foreign exchange services or accept payment in any currency other than USD. Inosio will only settle funds to US banks operating within the United States.

The Service is provided using generally recognized commercial practices and standards. The customer agrees to provide prompt notice of any concerns about the Service in writing. Inosio reserves the right to perform system maintenance which may disrupt some or all features of the Service at any time, however we will make every effort to ensure that this does not disrupt payment processing and other critical services during rent collection periods (at the end and beginning of each month). When possible system maintenance will be conducted between 7pm PT and 4am PT to avoid disrupting users during normal US business hours.

Inosio works with several third-party vendors and subcontractors to provide a consolidated suite of property operations services such as payment processors, support platforms, sales CRM tools, accounting platforms, background check and due diligence software, renter’s insurance providers, etc. Inosio will distribute Client and Resident information to these providers solely as required for providing the Service. E.g when onboarding a Client with a payment processor for merchant services, we may share Client bank account information to facilitate ACH and Card payment services.

The laws of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Inosio. You hereby consent to the exclusive jurisdiction of the federal and state courts located in San Diego County, California and waive and covenant not to assert all defenses of lack of personal jurisdiction and forum non conveniens.

You hereby agree to indemnify and hold harmless Company and its owners, directors, officers, employees and agents against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Agreement, any breach of a warranty or representation made to us, or otherwise from your use of Service.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY MAKES NO REPRESENTATIONS OR IMPLIED WARRANTIES OF ANY KIND AS TO THE OPERATION OF SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. COMPANY MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT FEATURES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND USERS OF THE SERVICE. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (A) THE UNAVAILABILITY OR INTERRUPTION OF THE SERVICE, (B) USE OF THE SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SERVICE, (C) THE CONTENT CONTAINED WITHIN THE SERVICE, OR (E) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND COMPANY’S CONTROL.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF COMPANY TO THE CLIENT IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE SHALL NOT EXCEED THE AMOUNT OF FEES CHARGED TO THE CLIENT IN THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES THE CLIENT MAY HAVE AGAINST US AND OUR AFFILIATES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF COMPANY TO THE RESIDENT OR PAYER IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE THEREIN SHALL NOT EXCEED THE AMOUNT SUCH RESIDENT/PAYER HAS PAID TO A CLIENT THROUGH THE SERVICE IN THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES RESIDENT/PAYER MAY HAVE AGAINST US AND OUR AFFILIATES.

ANY CAUSE OF ACTION YOU MAY HAVE WITH RESPECT TO THE SERVICE OR ANY PRODUCTS OR FEATURES PURCHASED THEREIN MUST BE BROUGHT WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ARISES OR BE FOREVER WAIVED AND BARRED.

Miscellaneous

This Agreement represents the complete understanding and agreement between the parties with respect to its subject matter, and supersedes any prior written or verbal agreement between the parties. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. The Agreement may be automatically assigned by Company to a third party in the event of an acquisition, sale, merger, or other change of control of Company. Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Service is in conflict or inconsistent with this Agreement, the Agreement shall take precedence. Any failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.