Terms

This agreement (the"Agreement" or the “Terms”) constitutes a binding legal contract between Accord Software, Inc. (“Latch”) (sometimes referred to as “we”, “us” or “our”) and you, with respect to your use of the Latch platform (the “Site”) and any products or services to be provided to you (the“Services”) as set forth in a document incorporating these terms (a “Services Order Agreement”).

TheseTerms, along with our Privacy Policy located at www.latchapp.com/privacy, any Services Order Agreement and any other posted guidelines within the Site, constitute the entire and only agreements between you and Latch and supersede all other agreements, representations, and understandings with respect to the Site and the Services offered through Latch.

By accessing or using any part of the Site or Services, you agree to be bound to the terms and conditions of this Agreement. If you do not agree to all of the Terms, you should not access or use the Site or use any Service.  

We reserve our right to change these Terms at any time and will post above the date the Terms have been revised. You should review all Terms prior to using the Site.  Except as explicitly stated otherwise, your continued use of the Site will constitute deemed acceptance of our updated Terms and Conditions.

THESE TERMS GOVERNING YOUR USE OF THE SITE INCLUDE A BINDING ARBITRATION PROVISIONSET FORTH BELOW WHICH INCLUDES A WAIVER OF CLASS ACTIONS AND PROVISIONS FOROPTING OUT OF ARBITRATION.

Site

We may from time to time, at our sole and absolute discretion and without notice to you, update the Site (or any part of it). We will not be liable to you or any third party for any modification, variation, interruption, suspension or discontinuation of the Site or Services .

The Site may provide links to third party websites that are not owned, managed or controlled by us. You expressly acknowledge and agree that we are not responsible for the content of those third party websites. You are encouraged to read that third party’s terms and conditions, privacy policy and any other document that governs your relationship with that third party.

Account

To access certain features on the Site, you may be required to create an account (an “Account”) with us in the form provided by us.

You agree that by registering an Account with us all information you provide to us during the registration process is true and accurate to the best of your belief; you are at least 18 years of age; and you have capacity to enter into contractual arrangements.

You agree that you are solely responsible for your Account and all activities conducted on your Account. You must keep your password and any other login information private and secure. Your Account is registered to you, and you may not assign, transfer or otherwise dispose of your interest in your Account without our express written permission.  Latch is not liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.  You agree to immediately notify Latch of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Latch cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

We may, from time to time, provide rules that govern your activities whilst using your Account (“Account Rules”). You expressly acknowledge and agree that you will abide by theseAccount  Rules. Should you be in breach of the Account Rules, we may (at our absolute and sole discretion) restrict, prohibit, suspend or terminate your Account. Should your Account be terminated in accordance with this clause, we are not liable to you, or any third party, for any loss or damage suffered.

License and Site Access

Subject to your compliance with these Terms, Latch grants you a limited, non-exclusive,non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Site and Services. This license is subject to the following restrictions:  (a)you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c)you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Latch without the express written consent of Latch. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

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Fees and Payment

You may be required to purchase or pay a fee to access some features of the Site. You agree to pay all fees due and payable to us (including all applicable taxes) at the prices then in effect for your purchases as set out in the Services Order Agreement.

You represent andwarrant that the information you provide to us is true, correct and complete. 

Specifications

We may, from time to time, set certain minimum specifications required to access our Site to ensure all users have the best possible experience. You are solely responsible to obtain, keep and maintain all equipment and other software that meets our minimum specifications to enable you to have the best possible experience of our Site.

We may from time to time, at our sole discretion and without notice to you, make variations, modifications, alterations or updates to our Site (“Enhancements”). These Enhancements may be made to improve our Site to you or to comply with relevant legal requirements.

We will use reasonable endeavors to notify you of any scheduled disruptions to our Site, including those due to any Enhancements. However, regardless of whether a disruption is scheduled or not, we are not liable to you or any third party for any loss or damage caused by any disruption to our Site.

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User Content

“User Content” means any and all information, data and content that you may upload, post, input, or submit to Latch for use in connection with the Site or the Services.  You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy, defined below, and you are liable for any damages arising from a violation of the Acceptable Use Policy. The Latch Privacy Policy at www.latchapp.com/privacy governs any personal information that you provide us.

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By submitting User Content you represent and warrant that you own or otherwise control all of the rights to your User Content, including the rights necessary for you to provide, post, upload, input or submit the UserContent, and your hereby grant to Latch and its affiliates the right to use your User Content to provide the Services.

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Prohibited Uses

Unless explicitly agreed by us, you acknowledge and agree that you may not use our Site for the following purposes:

• in any way that violates any applicable local, national or international law or regulation;
• to impersonate or attempt to impersonate any person or entity;
• to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Site;
• to monitor or copy any of the material on the Site for any unauthorized purpose without our prior written consent;
• to attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site;
• in any manner that could disable, overburden, damage, or impair the Site; and
• to attempt to interfere with the proper working of the Site in any way whatsoever.

Copyrights and Trademarks

All text, information, trademarks, graphics, audio, video, and data offered through the Site is collectively known as Latch “Content”.

Except as expressly stated otherwise, you acknowledge and agree that the Content on the Site, and the software, features and functionality comprising the Site (collectively, the“Materials”) are the exclusive property of Latch and its licensors.

The Content, including information, text, images and graphics and all other material contained on the site or features and functions made available on the Site, is for your internal business use.  You may view or download a single copy of the Content solely for your personal, non-commercial use.  You must not delete or alter any copyright or other notice we place on any Content. Content is owned by us or our licensors or other users and is protected by copyright, trademark and other laws and regulations of the United States and foreign laws.

You agree you will not copy, reproduce, create derivative works from, transmit or distribute the Content or Materials in any way without our prior written consent.

Intended Audience of Site

The Site is not directed to children under the age of 13.  As a result, the Site does not request or knowingly collect personal data from individuals under the age of 13.  If you are not 13 or older, you should not visit or use the Site.   If we learn that personally identifiable information of persons under 13 years of age has been collected on the Site without verified parental consent, we will take appropriate steps to delete the information.  Latch reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

Indemnification and Release

You agree to indemnify and hold Latch (and its officers, employees, agents, successors and assigns) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Services, (b) your User Content; (c) your violation of these Terms; or (d) your violation of applicable laws or regulations. Latch reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Latch. Latch will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

You hereby release and forever discharge Latch (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature(including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or Services. YOU ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER SECTION1542 OF THE CALIFORNIA CIVIL CODE AND ANY LAW OR LEGAL PRINCIPLE OF SIMILAR EFFECT IN ANY JURISDICTION WITH RESPECT TO THE RELEASES AND/OR DISCHARGESGRANTED HEREIN, INCLUDING BUT NOT LIMITED TO THE RELEASES AND/OR DISCHARGES OF UNKNOWN CLAIMS.

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Disclaimers

The use of the Site and the Services is at your own risk and is provided "as is." You are solely responsible for the use of the Latch platform and any legal consequences that may arise from such use. We are not responsible for any loss, damage, or legal liability resulting from your use of our platform.

TO THE FULLEST EXTENT PERMITTED BY LAW, LATCH DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, STATUTORY AND OTHERWISE, AS TO THE SITE AND THE CONTENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.  NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTY THAT THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON ORACCESSED THROUGH THE SITE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Latch Does Not Provide Legal Advice

Latch is not a substitute for professional legal advice. The legal information provided on or through Latch is for general informational purposes only and should not be considered legal advice. We do not guarantee the accuracy, completeness, or timeliness of any legal materials provided through our Services.  You acknowledge and agree that assisting you in any way, including during any implementation or training process, shall not create any attorney-client or other confidential or special relationship between you and Latch and does not constitute the provision of legal advice or other professional advice by us.

Limitation of Liability

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Latch OR OURSUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, EVEN IF LATCH AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE ISAT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR CUMULATIVE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OFTHE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED USDOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR SERVICES.

Applicable Law

You expressly agree that any legal actions to resolve any dispute with Latch, its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and Content providers or in any other way relating to the Site, including, Content will be brought in the state and federal courts of the State of California.   YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO CLAIM THAT THE STATE OF CALIFORNIA IS AN INCONVENIENT FORUM TO HEAR CLAIMS AND DISPUTES.

These Terms are governed by the substantive laws of the State of Delaware, without respect to its conflict of laws principles. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. We may modify these Terms, including the Latch PrivacyPolicy, at any time and although we will generally try and provide at least 30 days’ advance notice of the effective date of any material modification, if we do not provide advance notice, the modification will take effect when we post the change on the Site.  Accordingly, we urge you to check back frequently so that you are aware of the terms and conditions that apply to you.

Privacy

You acknowledge that you have read and understood the terms of Latch’s Privacy Policy, which can be found here: https://latchapp.com/privacy.You agree that we may use your information (including disclosure to third parties) in accordance with the terms of our Privacy Policy.

Non-Waiver

Our failure to exercise, or delay in exercising, our rights under these Terms and Conditions does not operate as a waiver of that right.

Severability

If any part of these Terms and Conditions are held to be illegal, invalid, or unenforceable, then that part shall be deemed deleted and shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions.

Communications

By using the Site and providing your e-mail address, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. You may unsubscribe from these emails at any time.  

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