EMPOWER New York

The use of EMPOWER NY (the “Site”) or any of the software subscription service offerings or other services offered on the Site, or KWG Partners, LLC (“KWG”), including any off-line or third party components, data, lists, reports, dashboards, templates or services (collectively, the “Services”), by you (“Client”), is subject to these Terms of Use (“Terms”). If you do not agree to these Terms, you agree not to use or access the Services and the Site. Your use of the Site constitutes your binding acceptance of these Terms, including any modifications that we make. You are responsible for regularly reviewing these Terms.

1. ACCEPTANCE OF TERMS
   1. Client agrees to be bound by Terms including any subsequent changes or modifications to them.
   2. If Client agrees to these Terms on behalf of a company or other legal entity, Client represents that they have the authority to bind such entity to these Terms. Client’s registration for, or use of, the Service shall be deemed to be Client’s agreement to abide by these Terms. KWG may modify these terms, with prior written notice to Client, by posting revised Terms on the Service website (“Site”).
   3. If any Service is subject to additional conditions either posted on the Site or contained in ordering documents (such as subscription terms and prices, and license, user, and geographical restrictions), Client’s use of said Service is subject to those conditions, which are incorporated into these Terms by reference. In the event of an inconsistency between these Terms and any additional conditions, the provisions of the additional conditions will prevail.
2. SERVICE LEVEL AND GRANT OF LICENSE
   1. KWG hereby grants Client a non-exclusive, non-transferable right to use the Service for the term for which Client have paid the applicable subscription fees (“License Term”), solely for Client’s own internal business purposes, subject to these Terms.
   2. For the purposes of this agreement, Service refers to online data processing and monitoring of New York City’s Department of Housing Preservation and Development (“HPD”) for the purpose of tracking tenant complaints, violations and emergency repairs (“Data”) as collected and issued by HPD. Any future or additional services offered by KWG under the EMPOWER NY name shall constitute new Service and are hereby not included in this agreement.
   3. Users of Service may access the collected information on the Service website (“Site”) where they can view, sort and export Data. Users can also receive automated daily emails from Service informing them of new and updated Data.
   4. Client may add additional properties to their account portfolio, at the pricing terms laid out below.
   5. Client may add additional users to their account at no additional cost, provided they are employees or agents of Client. The addition of users who are not employees or agents of Client will constitute a material breach of these Terms.
3. ACCEPTABLE USE AND CONDUCT
   1. Content created for, or collected by, the Service may be used solely for Client’s internal business purposes in connection with the Service and/or Client’s licensed use of KWG’s products. Except for the foregoing, Client may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the Service’ software, materials or content.
   2. Client is solely responsible for all materials, whether publicly posted or privately transmitted, that Client transmits or otherwise make available through the Service (“Client’s Content”). Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Client’s Content. Client grant KWG a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity and database rights Client have in Client’s Content, in any media now or in the future. Client’s Content will be protected by KWG with at least the same protective precautions that KWG takes to protect its similar proprietary information from unauthorized disclosure. KWG will not, without Client’s prior written consent, disclose any of Client’s Content to any thirty party, except to those bona fide individuals whose access is necessary to enable KWG to perform its obligations hereunder.
   3. KWG has the right, but not the obligation, to remove any content that may, in KWG’s sole discretion, violates these Terms or that is otherwise objectionable.
   4. When asked for registration information, Client will provide accurate and complete information, and will promptly update Client’s registration to keep it accurate, current, and complete.
   5. Client is responsible for maintaining the confidentiality and security of Client’s user passwords. Client will be solely responsible and liable for any activity that occurs under Client’s usernames. Client will be responsible for setting and modifying Client’s and Client’s users’ profile and preferences for the Service, authorizing and terminating individual passwords and specifying access rights of those individuals to the Service.
   6. The technology and software underlying the Service is property of KWG, and/or its affiliates, suppliers and partners. Client agrees not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Service. Client agrees to not modify the software underlying the Service in any manner or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. Without limiting the foregoing, Client agrees not to use the Service to: (i) violate the legal right of others; (ii) transmit defamatory, misleading, infringing, or unlawful content; (iii) transmit viruses, corrupted files, or similar software that may damage or adversely affect the operation of KWG’s sites, any software or hardware, or telecommunications equipment; (iv) advertise or offer to sell any goods or services for any commercial purpose unless Client have KWG’s written consent; (v) restrict or inhibit any other user’s use of the Service; (vi) probe, scan or test the vulnerability of the Service or circumvent any security mechanism used by the Service; (vii) impersonate any person or entity or falsely state or otherwise misrepresent Client’s affiliation with a person or entity; (viii) forge or manipulate headers or other data in order to disguise the origin of any content transmitted through the Service or to manipulate Client’s presence on the Service; (ix) take any action that imposes an unreasonably or disproportionately large load on KWG’s infrastructure; or (x) engage in any illegal activities.
   7. Client agrees to use KWG’s bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the “Forums”) only to send and receive messages and material that are proper and related to that particular Forum.
   8. Unauthorized access to the Service is a breach of these Terms and a violation of the law. Client agrees not to (i) access the Service by any means other than through the interfaces provided by KWG; (ii) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Service.; and (iii) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
   9. Use of the Service is subject to existing laws and legal process. Nothing contained in these Terms will limit KWG’s right to comply with governmental, court, and law-enforcement requests or requirements relating to Client’s use of the Service.
4. INTELLECTUAL PROPERTY RIGHTS
   1. KWG and/or its licensors owns all rights, title and interests, including all intellectual property rights, in and to the Service, the software, materials and other related content (excluding Client’s Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any other party relating to the Service. In addition, all content published through the Service, including, but not limited to, reports, presentations, written content, graphics, images, marks, logos, sound or video clips, and Flash or Java animation, are protected by KWG’s copyrights or trademarks or those of KWG’s partners or users.
   2. If the Service contain links to other sites owned by third parties, Client’s use those sites is subject to the conditions, if any, that those sites have posted. KWG is not responsible for any use of such sites or content on them. KWG’s inclusion of any third-party content or links to a third-party site is not an endorsement of the site or its content.
   3. All trademarks, service marks, and logos are the property of KWG and/or its affiliates, suppliers, partners and licensors. Trademarks, service marks or logos of other third parties are the property of their respective owners.
   4. Content from government sources, is in the public domain, and is not copyrightable.
5. FEES & TERM
   1. Client agrees to pay a monthly fee for use of Service. Client may elect to be billed for their entire portfolio or per property.
   2. Client agrees to pay all fees and applicable taxes relating to the Service in accordance with these terms. Any amount payable by Client to KWG which is past due will be subject to a late payment charge equal to one percent (1%) per month, or the highest rate permitted by law, whichever is less.
   3. The Service will be automatically renewed upon expiration of the then current License Term, unless Client give KWG written notice, thirty (30) days prior to the end of the then current License Term, of Client’s intention to terminate the Service. Fees at the time of automatic renewals will be at the then-current Service rates.
   4. No fee is required for use of the Service during a trial period.
6. CANCELLATION OF SERVICE
   1. Notwithstanding the foregoing, KWG may immediately terminate or suspend Client’s use of the Service provided hereunder, or terminate Client’s account and these Terms if Client (i) fail to pay any applicable fees when due, or (ii) breach or otherwise fail to comply with these Terms and fail to remedy this breach within fifteen (15) days of being so notified. KWG may terminate any free account or Service at any time in its sole discretion without liability to Client. Client will continue to be charged for fee-based Service during any period of suspension. Termination will not relieve Client’s obligation to pay unpaid fees and will not limit either party from pursuing other available remedies.
   2. Client may terminate any fee-based Service or reduce the number of properties effective only upon the expiration of the then current term by notifying KWG in accordance with this Agreement. Any and all pre-paid service fees are non-refundable.
   3. Upon termination by KWG of these Terms or any part thereof in accordance with these Terms as a result of Client’s breach, negligence or default, KWG will have no obligation to refund any fees paid.
7. INDEMNIFICATION
   1. Client hereby agree to indemnify, defend and hold KWG and all of KWG’s officers, directors, owners, employees, agents, affiliates, suppliers, partners and licensors (collectively, the “KWG Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any KWG Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement, arising out of: (i) Client’s use of the Service; (ii) Any use or alleged use of Client’s accounts or Client’s passwords by any person, whether or not authorized by Client; (iii) The content, the quality, or the performance of content that Client submit to the Site; (iv) Client’s connection to the Service; (v) Client’s violation of this Agreement; or (vi) Client’s violation of the rights of any other person or entity.
8. NO WARRANTIES AND REPRESENTATIONS
   1. KWG disclaims any responsibility for the deletion, loss or damage, destruction, failure to store, mis-delivery, or untimely delivery of any content, information or material. KWG disclaims any responsibility for service outages caused by KWG’s maintenance on the servers or technology that underlies the Service, problems inherent in the use of the Internet and electronic communications, failures of KWG’s service providers, computer viruses, natural disasters or other destruction or damage of KWG’s facilities or any other cause beyond KWG’s reasonable control.
   2. Client understand and agree that the Service, its software, content and other materials, are provided “as is” and KWG, its affiliates, suppliers and resellers expressly disclaim all warranties of any kind, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of Client’s data on KWG’s servers. Any material that Client download or otherwise obtain through the Service is done at Client’s own discretion and risk, and Client will be solely responsible for any potential damages from Client’s download of any such material. Neither KWG nor any of its affiliates, suppliers or partners make any warranty or representation that (i) the services will meet Client’s requirements, (ii) the services will be uninterrupted, timely, secure, error free or virus free or operate in combination with any other hardware, software, system or data, (iii) the results that may be obtained from the use of the services will be accurate or reliable, (iv) the quality of any products, services, content, information, software or other materials that Client purchase or obtain through the site will meet Client’s expectations, and (v) any errors will be corrected.
9. LIMITATION OF LIABILITY
   1. In no event shall KWG, its affiliates, suppliers or partners, be liable for any indirect, special, exemplary, incidental, consequential or punitive damages (including but not limited to loss of use, loss of profits, or loss of data) whether in an action in contract, tort (including but not limited to negligence), equity or otherwise, arising out of or in any way connected with (i) the use of, or inability to use, the Service or the materials therein, (ii) unauthorized access to, alteration of, or inaccuracy, error or omissions in data.
10. ARBITRATION
    1. Any dispute arising out of or relating to these Terms or the Service will be finally settled by arbitration, except that KWG may bring an action in a court of competent jurisdiction with respect to any dispute affecting KWG’s intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in New York City, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator has no authority to award damages in excess of those permitted in these Terms for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either Client or KWG may seek any interim or preliminary relief from a court of competent jurisdiction in New York, necessary to protect the rights or the property of Client or KWG (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.
11. MISCELLANEOUS
    1. KWG’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. These Terms and Client’s right to use the Service may not be assigned by Client without the prior written approval of KWG.
    2. This Agreement and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between Client and KWG and govern Client’s use of the Service, superseding any prior agreements that Client may have with KWG. Any additional or different terms in ordering documentation such as purchase orders of invoices are hereby deemed to be material alterations and notice of objection to, and rejection of, them is hereby given.
    3. These Terms will be construed in accordance with the laws of the State and City of New York, excluding its conflicts of law principles, and the federal laws of the United States.
    4. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will sever and delete the provision. All other terms, which remain valid and enforceable, will survive and remain in full force and effect.
    5. If Client has a dispute with one or more users, Client releases KWG (and KWG’s officers, directors, agents, affiliates and employees) from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
    6. Client hereby grant’s KWG the right to use Client’s name in a list of current subscribers for advertising and promotional materials.