Terms of Service
This Property Lister Service Agreement (this "Agreement") is made and entered into by and between Off Campus Partners, LLC, a North Carolina limited liability company ("Off Campus Partners") and the individual or company ("User") leasing certain properties near Columbia University in the City of New York ("School").
WHEREAS, User wishes to have access to the Services provided by Off Campus Partners, and Off Campus Partners wishes to provide such Services to User, on the terms and conditions described herein;
NOW THEREFORE, in consideration of the premises, mutual covenants and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ONLINE LISTING SERVICE: Pursuant to this Agreement and that certain Annual Subscription Agreement by and between User and Off Campus Partners dated the date hereof (the "Subscription Agreement"), Off Campus Partners hereby agrees to permit User to post properties for rent (the "Service") on a student-searchable service site published by Off Campus Partners at the URL: http://ocha.facilities.columbia.edu (the "Service Site") and, if applicable, to provide data entry services for User in relation to the Service Site. User acknowledges and agrees that User has elected the level of Service and the additional features Off Campus Partners may include on the Service Site upon signup during the Property Lister registration process. User acknowledges and agrees that User's right to use the Service is personal to User. User agrees not to resell or make any commercial use of the Service without the express consent of Off Campus Partners. User acknowledges and agrees that Off Campus Partners and School may contact User by phone or email as needed regarding use of Service, updates, and additional services. User further acknowledges that Off Campus Partners has published certain operating rules on the Service Site and that User has, in using the site, agreed to those rules and policies.
USER SUPPORT: Off Campus Partners maintains a customer service line and e-mail account that is available to User between 9:00 am - 5:00 pm ET Monday through Friday. In the event that User encounters an interruption in, or difficulty with, the Services, User agrees to contact customer service by e-mail or phone with a description of the problem. Off Campus Partners will initially respond to problem reports by e-mail or phone within seventy-two (72) business hours. Off Campus Partners agrees that its personnel will be appropriately trained to answer the telephone and speak with User in a positive and professional manner.
PRICE: Off Campus Partners agrees to provide a basic property listing free of charge to user. In consideration for Off Campus Partners' provision of any additional Services, User hereby agrees to pay Off Campus Partners in the amounts and at the times indicated at the time of signup and, if applicable, agreed to on any supplemental Subscription Agreement(s). Payments shall be due within 15 days of each invoice; a ten percent (10%) service charge shall apply to late payments or outstanding balances on multiple payments.
COMPLIANCE WITH LAW: User hereby represents, warrants and covenants that it maintains and will maintain on each property it lists on the Service Site all such licenses, permits, certificates, certificates of authority, variances, authorizations, approvals, registrations, franchises and similar consents granted or issued, or required by statute or ordinance ("Laws") to be granted or issued, by any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any domestic state, county, city or other political subdivision. User warrants and covenants that it maintains and will maintain such properties in accordance with such Laws, including but not limited to municipal property and maintenance codes and ordinances.
NO "SPAMMING": User will not use the Service for chain letters, junk mail, "Spamming" or any use of distribution lists to any person who has not given specific permission to be included in such a process. For purposes of this Agreement, "Spam" or "Spamming" refers to an e-mail advertisement which is (a) addressed to a recipient with whom the initiator does not have an existing business or personal relationship and (b) is not sent at the request of or with the express consent of the recipient to receive such communications from you. If User uses the Service for Spam, Off Campus Partners reserves the right immediately to terminate User's access to the Service and to seek appropriate legal recourse as necessary.
USER CONDUCT: Off Campus Partners reserves the right, but does not assume the responsibility, to monitor or review User conduct on the Service. User's use of the Service is subject to all applicable local, state, national and international laws and regulations. User agrees: (1) to comply with U.S. law regarding the transmission of technical data exported from the United States through the Service; (2) not to use the Service for illegal purposes (including without limitation, gambling or betting); (3) not to interfere or disrupt networks connected to the Service; and (4) to comply with all regulations, policies and procedures of networks connected to the Service. The Service makes use of the Internet to send and receive certain messages; therefore, User's conduct is subject to Internet regulations, policies and procedures. User agrees not to:Use the Service in connection with chain letters, junk mail, surveys, contests, pyramid schemes, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise);
Harvest or otherwise collect information about others, including e-mail addresses, without their consent;
Transmit through the Service any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, sexually explicit, or otherwise objectionable material of any kind or nature;
Invade another's privacy or violate rights of publicity or intellectual property rights (including but not limited to copyright, trademark and patent rights) while using the Service;
Transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation;
Interfere with another User's use and enjoyment of the Service or another entity's use and enjoyment of similar services;
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Publish, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information;
Create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message;
Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a user of the Service any directory of Service users or other user or usage information or any portion thereof other than in the context of your use of the Service as permitted under this Agreement and the Service rules and policies
Transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks;
Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or
Engage in any other conduct which, in Off Campus Partners' sole discretion, is considered unauthorized or objectionable.
Off Campus Partners may immediately terminate this Agreement and/or User’s access to and right to use the Service if, as determined by Off Campus Partners in its sole discretion, User has violated the prohibitions set forth in this Section 7.
FRAUDULENT ACTIVITY: In addition to the prohibitions set forth in Section 7 above, User shall not use the Service to engage in any scam, scheme or other activity that is intended to, or results in, the defrauding of any person or entity ("Scamming"). If, as determined by Off Campus Partners in its sole discretion, User has engaged in Scamming in connection with the Service, Off Campus Partners may immediately terminate this Agreement and User’s access to, and right to use, the Service. Off Campus Partners and the University reserve the right to prosecute any User that engages in Scamming, or any third party that assists any User that engages in Scamming, to the fullest extent under the law.
NOTICE; MODIFICATIONS TO THE SERVICE AND TO TERMS OF SERVICE: Off Campus Partners may modify or discontinue the Service upon thirty (30) days' prior written notice to User and, in the case of termination of the Service, shall reimburse User in whole or in part based on the days of service actually provided prior to termination for any advance fees paid pursuant to this Agreement. Off Campus Partners may change its rules or policies at any time. Upon any change in such rules or policies, Off Campus Partners may notify User via e-mail, and/or by posting an announcement of the changes and a link to the new rules and policies on the start-up screen. Upon User's subsequent use of the Service, User will be asked to review the new rules and policies. User acknowledges and accepts such rules and policies by continuing to use the Service. Notices from User to Off Campus Partners must be provided in writing.
DISCLAIMER OF WARRANTIES: OFF CAMPUS PARTNERS AND SCHOOL EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OFF CAMPUS PARTNERS AND SCHOOL MAKE NO WARRANTY THAT THE SERVICE WILL MEET USER REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO OFF CAMPUS PARTNERS OR SCHOOL MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. Off Campus Partners shall, however, provide customer support to User for interruptions or errors in the Service as described in Section 3 hereto.
LIMITATION OF LIABILITY: OFF CAMPUS PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF OFF CAMPUS PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES. Notwithstanding the foregoing, in the event that a court of competent jurisdiction finds Off Campus Partners liable to User for any damages of any type, USER AGREES AND ACKNOWLEDGES THAT OFF CAMPUS PARTNERS LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNT RECEIVED BY OFF CAMPUS PARTNERS FROM USER DURING THE CURRENT TERM OF THIS AGREEMENT.
INDEMNIFICATION: User agrees to indemnify and hold Off Campus Partners, its parents, subsidiaries, affiliates, officers and employees, as well as Columbia University, its trustees, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User's use of the Service, the violation of this Agreement by User, or the infringement by User (or other user of the Service using User's computer) of any intellectual property or other right of any person or entity.
TERMINATION: Off Campus Partners may terminate the Service and User's right to use the Service, and this Agreement, (a) should any Registration Data provided by User prove to be inaccurate, (b) for User's failure to make payment within 15 days for any invoice, (c) as identified in Section 6 hereto, for Spamming, (d) as requested by the University. Following termination, User shall have no right and Off Campus Partners will have no obligation thereafter to forward any unread or unsent messages to User or any third party. User shall have no right and Off Campus Partners will have no obligation to export or save in electronic, paper or any other format any information posted by or to the User or any third party. If User signs an additional Subscription Agreement, Termination provisions in the Subscription Agreement will override Termination provisions in this Agreement. Sections 8-14 shall survive termination of this Agreement.
CHANGE IN PROPERTY OWNERSHIP OR MANAGEMENT: In the event User wishes to transfer ownership or management of a property posted for rent on the Service Site, it will provide prior written notice to Off Campus Partners of such intended transfer, identifying the pertinent property in the notice and further including in such notice the name and contact information of and for the new owner or manager. The prior written consent of Off Campus Partners is a prerequisite to the assumption of this Agreement by a successor owner or manager, and such new owner or manager will be required to assume responsibility in writing for all obligations of User hereunder. Unless so assumed, User will continue to be obligated under this Agreement until the end of the Initial Term or Renewal Term, as applicable. In such case, User may request that Off Campus Partners remove the property listing from the Service Site.
GENERAL PROVISIONS: This Agreement shall be governed by and construed in accordance with the laws of the state of North Carolina, excluding its conflict of law provisions. User and Off Campus Partners agree to submit to the exclusive jurisdiction of the courts of the state of North Carolina, provided, however, that either party may elect to settle any litigation in any way arising out of or relating to the Agreement by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. If elected, such arbitration shall be conducted in Raleigh, North Carolina, and judgment on the arbitration award may be entered into in any court having jurisdiction thereof. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Off Campus Partners' failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Off Campus Partners in writing. User and Off Campus Partners agree that any lawsuit arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
SEPARABILITY OF PROVISIONS: Each provision of this Agreement shall be considered separable. If for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid.
AMENDMENTS. Except as provided herein, no amendment, supplement or modification of any provision of this Agreement will be effective unless made in a writing that specifically identifies this Agreement and the provision intended to be amended, supplemented or modified and is signed by Off Campus Partners and User. Each such amendment, supplement or modification will be effective only in the specific instance and for the specific purpose for which given.