- These Terms of Service govern the use of (i) our Deposit Management Services; and (ii) our Website.
- When we say “Deposify”, “we” “us” “our” or similar terms, we mean Deposify Inc. a Massachusetts company.
- When we say “you” or “your” we mean the person who opens a Deposify Management Account with us, whether you are an Owner or a Resident.
- When we say our “Website” we mean www.deposify.com.
- You must accept these Terms of Service before you can create a Deposify Management Account.
2. Owner’s Covenants and Representations
- Owner hereby appoints Deposify as its agent for the express purpose of providing the Deposit Management Services pursuant to the terms and conditions stated herein for Resident security deposits required in connection with leases of residential real property. Each Owner and Resident will create a Deposify Management Account in order to use the Deposit Management Services via the Website.
- Deposify’s responsibility is solely to provide Deposit Management Services for security deposits as agent for the Owner and Deposify has no responsibility to provide Resident with any notices, bank account information, information regarding the Owner, information on the location or amount of the security deposit, information on interest earned or credited to the account of the Resident or any other information regarding the requirements of laws in connection with security deposits for rentals of residential real estate. Any information of any nature provided to the Resident from any source connected with Deposify should be confirmed with the Owner to ensure accuracy and validity.
- Owner and Resident recognize that these Terms of Service may be inconsistent with the terms of any real property lease. Owner and Resident agree that these Terms of Service shall supersede any inconsistent provisions of any real property lease insofar as such lease shall govern the maintenance, payment or return of any Deposits held by Deposify.
- Owner is responsible for compliance with all legal requirements applicable to Resident’s security deposits and will indemnify Deposify for any liability for failure to comply with applicable law.
3. Resident’s Covenants and Representations
- Resident recognizes that Deposify is the agent of the Owner and owes duties to the Owner in providing the Deposit Management Services and that Deposify does not owe the Resident any fiduciary duties or other obligations except as specifically described in these Terms of Service and subject to any limitations provided herein.
- Owner and Resident confirm that this service is a deposit management service and not an electronic funds transfer service as defined under applicable law.
4. Deposify Deposit Management Service – Summary
- Our Deposit Management Service allows:
- The Resident and Owner to each create a Deposify Management Account on the Website that will govern the maintenance of a Resident’s security deposit;
- Either the Resident or Owner to make a Deposit with Deposify for the duration of a Rental Term; and
- The Deposit to be returned to the Resident at the end of a Rental Term unless a Release Event (as set out in clause 10.1) has occurred in which case all or the relevant part of the Deposit is released to the Owner and the remainder (if any) returned to Resident.
- Our Deposit Management Service also includes a Dispute Resolution Process to manage disagreements between an Owner and a Resident in relation to a Deposit. We’ve designed our Deposit Management Service to minimize the complications with returning security deposits after the termination of a lease, while maintaining the protections Owners receive from security deposits.
5. Using the Website
- You may:
- Install our apps provided you comply with, and agree to, these Terms of Service;
- if you do not agree to these Terms of Service, you should not use our Website, install and use our apps, create a Deposify Management Account or use our Deposit Management Services.
- These Terms of Service are an agreement between you and Deposify.
- You acknowledge that the quality and speed of access to Deposify Content and Deposit Management Services will be impacted by the quality and bandwidth of your internet or network service. We are not responsible in any respect for the failure of such services.
- You understand that the technical processing and transmission of the Deposit Management Service and/or the Deposify Content may involve: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks. We generally will inform you of any material changes to the technical requirements which may impact on your ability to use the Deposit Management Services or access the Deposify Content in advance of implementing such changes.
6. Your Deposify Management Account
- To use our Deposit Management Service, you must register and create a Deposify Management Account. We can accept or refuse registration for a Deposify Management Account in our discretion for any lawful reason.
- You must use your real name when creating a Deposify Management Account.
- If you are a Resident, your registered name must be your legal name and correspond to your name as a Resident in your rental agreement with the Owner.
- If you are an Owner, your registered name must be your legal name (whether you are an individual, company, partnership or other legal entity) and correspond to your name as the Owner in your rental agreement with the Resident.
- If you are an Owner, you may have your Deposify Management Account created by an agent acting on your behalf. Such agent may be a person or legal entity of your choosing and may include a Property Manager, a Property Management Company, a real estate broker, attorney or other party. This agent may manage your Deposify Management Account and execute transactions on your behalf to the same extent that you may use your Deposify Management Account directly. You agree to be responsible for all acts of your agent including acts of the agent that are fraudulent, unauthorized, involve theft or embezzlement of the Deposit or funds in your Deposify Management Account. You hereby ratify the actions of your agent in managing the Deposify Management Account. You may terminate the agency at any time by notice to Deposify in writing. Deposify will have a reasonable period of time to effect the termination and restrict the ability of the agent to manage your Deposify Management Account.
- You warrant and represent that the information provided when creating your Deposify Management Account is complete, true and accurate in every respect and is not misleading in any respect. You must promptly update your Deposify Management Account if any of this information changes.
- You must use the username and password chosen by you as a part of the Deposify Management Account registration process.
- You are responsible for keeping your password confidential, safe and secure. If you know or suspect that anyone other than you knows your password details or believes its integrity has been compromised, you must change it immediately and notify us at email@example.com.
- You are responsible for ensuring that all details you provide to us through your Deposify Management Account are correct including, in particular, any bank account details. Any payment made by us from your Deposify Management Account to an incorrect account is not our responsibility and we may charge you for any cost we incur to assist you in recovering such payments.
- You can view the balance of your Deposify Management Account at any time through your Deposify Management Account. We will make reasonable efforts to ensure the information provided through your Deposify Management Account is accurate and up to date. There may be a time lapse for transactions which are in progress.
- We are not liable where your Deposify Management Account is used by someone other than you. You agree to notify us immediately by email to firstname.lastname@example.org if you suspect any unauthorized use has been made of your Deposify Management Account.
7. Using the Deposit Management Service
- You must be 18 years of age or older to create and use a Deposify Management Account and to use the Deposit Management Service.
- To use the Deposit Management Service:
- the Resident and Owner must both have a Deposify Management Account.
- the Resident or Owner must send a Deposify Request to the other party. This request will set out the Owner’s and Resident’s details and details of the property, including the amount of the Deposit and the Rental Term.
- the Owner or Resident (as applicable) must accept the Deposify Request.
- Once the Owner or Resident (as applicable) accepts the Deposify Request sent to it, the Deposit Joint Account is created. Once the Deposit Joint Contract is created, we will only release the Deposit (in whole or in part) to either the Owner or Resident in accordance with clause 10.1 (Release Events and Withdrawals).
- Each Deposit Joint Account is separate and distinct from any other Deposit Joint Account. For instance, if an Owner has multiple properties, a separate and distinct Deposit Joint Account is created in accordance with clauses 7.2 and 7.3 in respect of each Deposit for each respective property.
- By creating a Deposit Joint Account, you agree that the Deposit Joint Account shall in so far as is permissible under applicable law prevail over any agreement, lease or similar arrangement between the Owner and Resident in relation to the Deposit.
- The Deposit Management Service may only be used for lawful purposes and transactions. You shall not use the Deposit Management Service in connection with any marijuana related business, including without limitation the leasing of real estate for purposes of operating a marijuana related business, or any transaction that is illegal or violates any laws in your jurisdiction or involves transactions directly or indirectly involving individuals, persons or entities with whom US persons are prohibited from engaging pursuant to laws, regulations, sanctions and export controls administered by the Departments of Treasury, Commerce and State or other agencies.
- Deposify, in its sole discretion, may refuse to complete any transaction if Deposify has reason to believe the transaction is unauthorized or made by someone other than you, may violate any law, rule or regulation, or if Deposify has other reasonable cause not to honor it.
8. Making a Deposit
- All deposits to or payments from your Deposify Management Account shall be made in US dollars. All sums paid to the Deposify Management Account will be held on your behalf in our Bank Account.
- We are only deemed to have received money credited to your Deposify Management Account when the Bank makes the funds fully available for withdrawal.
- Your Deposify Management Account Credit belongs to you.
- The Deposit continues to be the property of the Resident. An Owner only has a contractual right to claim on the Deposit in accordance with the Deposit Contract.
- Your Deposify Management Account Credit and the Deposit is not an asset or the property of Deposify and is managed on behalf of the Owner.
- The use of a credit or debit card may be limited by your agreement with your financial institution and/or by applicable law. We are not liable to any person or entity if your financial institution fails to honor any credit or debit to or from your Deposify Management Account.
9. Our Deposit Management Service Fee
- The Deposit Management Service Fee is payable by the Resident for each Deposit Joint Account.
- The Deposit Management Service Fee is a one-time fee of 3% of the Deposit up to a maximum of USD $49 or such other fee that has been agreed between us and the Owner or their agents for each Deposit Joint Account plus any applicable sales or other local tax. This fee covers the Deposit Management Services provided hereunder beyond the maintenance of the security deposit under the applicable lease. The Resident is under no obligations to select the Deposit Management Services that are covered by this Deposit Management Service Fee and the Resident does so voluntarily.
- The non-refundable Deposit Management Service Fee is payable when the Deposit Joint Account is created in accordance with clause 7.3.
- If the Owner or Resident pays any sums by credit or debit card, and later cancels the payment, the Resident or Owner, as applicable, is required to pay us any charge we incur to our payment processor as a result of the cancellation. We may deduct this amount from any sums credited to your Deposify Management Account or the Deposit (in which case the person that made the cancellation is then responsible for making a further payment through its Deposify Management Account to increase the Deposit to the amount required under the Deposit Joint Account).
- We can, at any time, change the Deposit Management Service Fee and notify you of such change as set out herein. This change will apply for any Deposit Joint Account which you create after the date of the change but won’t apply to any existing Deposit Joint Account. By continuing to use the Deposit Management Service, you are deemed to have accepted such change.
10. Release Events and Withdrawals
- There are two (2) ways in which a Deposit will be released:
- Pay: The Owner can release some or all of the Deposit to the other party at any time using the Close Function in the Deposify Management Account.
- Dispute: If the Deposit is disputed through the Dispute Function, the Deposit will be released to the Owner and/or Resident in the manner determined in accordance with clause 17. (Dispute Resolution)
- The Deposit will not be released in any other case (except as set out in clause 18.1 (Termination)).
- When the Deposit is released in accordance with clause 10.1 this will be reflected in the Deposify Management Account Credit balance stated in your Deposify Management Account.
- As Owner you can withdraw at any time your Deposify Management Account Credit by using the Withdrawal Function in your Deposify Management Account.
- The Resident may withdraw the Deposit released to them in accordance with clause 10.1 by using the Withdrawal Function in their Deposify Management Account, which will result in the money being paid to the account at a bank selected by them. To withdraw money, the Resident may be required to verify their identity. If verification of identity is required, money will not be released until we are able to verify identity of the Resident.
- You are responsible for all instructions given to us through your Deposify Management Account.
- You agree that we can rely on any instruction (including any mentioned in clause 8) through your Deposify Management Account as being an accurate, binding and final instruction from you.
- You must ensure that all instructions are accurate and complete and correctly identify the Deposit or other amount and the nominated bank account for any payments.
- If you give us an instruction within 9am and 4pm on a Banking Day, we will process this instruction as soon as reasonably practicable, but such instruction may be processed on a subsequent Banking Day.
- All transactions using our Deposit Management Service are subject to acceptance and verification by us and the Bank.
- If your instructions or any required information are incomplete, the transaction may not be implemented. We are not responsible or liable for any consequence of this.
- All transactions in your Deposify Management Account are subject to having sufficient available funds in your account. You may not create an overdraft or exceed an approved limit in your Deposify Management Account.
12. User-Generated Content
- “Contribution” means the audio, video, text, images, pictures, graphics, animations, comments, photographs, submissions or other content uploaded, posted or made available by you or any person using your Deposify Management Account through the Website.
- “User-Generated Content” means the audio, video, text, images, pictures, graphics, animations comments, photographs, submissions or other content uploaded, posted or made available by any user through the Website.
- We do not assert any rights of ownership over your Contributions. All Contributions must comply with these Terms of Service.
- You cannot remove or edit your Contributions. You can ask us to remove your Contributions in which case we may do so where we think this can be done easily, though in other cases we may not where, for instance, we consider this to be impractical, unwieldy, inappropriate or difficult or are concerned that it may interfere with any aspect, part or feature of the Deposit Management Service or others’ User-Generated Content. If you want us to consider removing your Contributions, you need to clearly identify exactly what and where it is.
- You should be aware that your Contributions may be relevant to, and used, in connection with any dispute between any relationship you have with a landlord, tenant or leasing agent.
- You grant us a perpetual, non-terminable, absolute, fully paid-up, royalty-free, worldwide, transferable, sub-licensable, non-exclusive right and license to:
- use, copy, make publicly available in any way, distribute, reformat, excerpt, translate, exploit, adapt, modify, amend, make derivative works of, incorporate into other works, remove, delete or edit your Contributions (in whole or in part) for any reason or purpose whatever and in whatever manner that we may decide;
- attribute your Contributions (in whole or in part) to your Deposify Management Account, username or real name, and you waive any “moral rights” in your Contributions; and
- all rights and remedies (including the right to sue for past, present or future infringements) arising out of or in connection with the unauthorized use by third parties of any such Contributions. This clause shall continue to have effect after your Contributions are removed from our Website and after your Deposify Management Account has been closed.
- If you do not want to grant us these rights with respect to your Contributions, please do not share or submit them through the Website.
- You warrant and confirm that you have the right to give us the rights set out in this clause, that the Contributions comply with these Terms of Service and that you have the consent of anyone who is identifiable in your Contributions.
- We may show your Deposify Management Account username or real name with your Contributions. We may need to contact you for administrative or verification purposes in relation to your Contributions. We may do this using any contact details provided to us.
- We may (but are not obliged to) investigate, monitor or check for accuracy, appropriateness or completeness or compliance with these Terms of Service your Contributions and others’ User-Generated Content. We may (but are not obliged to) edit, block, move, delete or remove any or all of your Contributions and others’ User-Generated Content.
13. Acceptable Usage
- You are responsible for all Contributions made through your Device or Deposify Management Account, even if made by someone else.
- Contributions may be read by other users of the Deposit Management Services and we cannot guarantee that they won’t be republished elsewhere by third parties.
- Contributions must comply with applicable law in any country in which they are made available.
- You must not submit Contributions that:
- are defamatory against any person or business or impinge upon a person’s or business’ good name or reputation;
- are offensive, sexist, homophobic, obscene, hateful or inflammatory, harassing, bullying or threatening to any person;
- may be likely to bully, harass, upset, embarrass, alarm or annoy any other person or business;
- promote or contain sexually explicit material;
- are in breach of: (i) anyone’s privacy; or (ii) confidentiality;
- infringe any third party’s Intellectual Property Rights;
- may cause anxiety or encourage racial or religious hatred or violence;
- may prejudice legal proceedings;
- promote violence or anti-social conduct;
- may be likely to deceive any person;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, membership of the travelling community or age;
- promote any illegal activity; or
- are used to impersonate any person, or to misrepresent your identity or affiliation with any person.
- You are not permitted to publish in a Contribution other people’s personal data such as addresses, contact details, credit card numbers, national identity numbers or social security numbers.
- We reserve the right to determine whether there has been a breach of these Terms of Service. Our decision is final.
- You agree:
- not to archive or download (other than through caching necessary for use permitted under these Terms of Service) any Deposify Content;
- not to infringe any applicable law (e.g. copyright laws) when using the Deposit Management Service or streaming, downloading or using Deposify Content;
- not to infringe the rights of, or restrict or inhibit the use or enjoyment of the Deposit Management Service by, anyone else;
- not to broadcast, rent, lease, sub-license, loan, translate, adapt, vary, modify, copy, frame, reproduce, republish, post, transmit or otherwise use the Deposit Management Services or Deposify Content in any way except for use permitted under these Terms of Service;
- not to transmit through the Deposit Management Service any material that is defamatory, offensive, unlawful or otherwise objectionable including material that could cause distress or inconvenience to any person;
- not to use the Deposit Management Service in a malicious way or in any way that could damage, disable, overburden, impair or compromise in any manner the Deposit Management Service, its security or operability or our systems or security or interfere with other users;
- not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Deposit Management Service or Deposify Content or scrape or harvest Deposify Content from the Deposit Management Service;
- not to insert any code or product or manipulate the Deposit Management Service or Deposify Content in any way;
- not to directly or indirectly charge others for accessing or viewing Deposify Content or otherwise using the Deposit Management Service;
- not to commercialize or resell the Deposify Content or the Deposit Management Service in any way;
- not to collect or try to collect the contact, usage or other personal data of any person through the Deposit Management Service;
- not to use the Deposit Management Service for the promotion of products or services or for any purpose other than use permitted under these Terms of Service; and
- not to disguise or conceal your location and not to attempt to make it appear that you are located at any given time in a country that you are not located in (including by using credit or debit cards for the relevant Appstore account that are not from your country of residence).
- NOTHING IN THESE TERMS OF SERVICE EXCLUDES OR LIMITS OUR LIABILITY FOR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.
- ALL TERMS, CONDITIONS AND WARRANTIES IMPLIED BY LAW (WHETHER UNDER STATUTE, TORT, COMMON LAW, EQUITY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WHILE WE PROVIDE THE DEPOSIT MANAGEMENT SERVICES WITH REASONABLE CARE AND MAKE REASONABLE EFFORTS TO KEEP OUR DEPOSIT MANAGEMENT SERVICES, WEBSITE AVAILABLE, WE DO NOT GUARANTEE THAT THEY WILL BE FAULT OR ERROR FREE, AVAILABLE 100% OF THE TIME, FREE OF DEGRADATION OR FREE OF OTHER PROBLEMS.
- THE DEPOSIFY CONTENT ON OUR WEBSITE IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE DEPOSIFY CONTENT ON OUR WEBSITE. ALTHOUGH WE MAKE REASONABLE EFFORTS TO UPDATE THE INFORMATION ON OUR SITE, WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED THAT THE DEPOSIFY CONTENT ON OUR SITE IS ACCURATE, COMPLETE OR UP TO DATE.
- WE MAY CHANGE OR REMOVE ANY OR ALL ASPECTS OR FEATURES OF THE DEPOSIT MANAGEMENT SERVICE OR OUR WEBSITE FROM TIME TO TIME. HOWEVER, THIS WON’T AFFECT YOUR ABILITY TO BE REPAID THE DEPOSIT TO WHICH YOU ARE ENTITLED.
- WE ARE NOT LIABLE TO YOU IF ANY OTHERS’ USER-GENERATED CONTENT INFRINGES YOUR PRIVACY, GOOD NAME OR OTHER RIGHTS, EVEN IF WE HAVE SEEN THEM OR WERE OR OUGHT TO HAVE BEEN AWARE OF THEIR POTENTIAL IMPLICATIONS FOR YOU.
- WE ARE NOT LIABLE FOR ANY LOSS OF DATA, DELETION OR DESTRUCTION OF CONTRIBUTIONS OR DAMAGE TO YOUR DEVICE OR SOFTWARE.
- OUR TOTAL LIABILITY TO YOU (WHETHER UNDER CONTRACT, STATUTE, NEGLIGENCE, TORT, EQUITY OR OTHERWISE), WHETHER YOU ARE A RESIDENT OR OWNER, IS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ALL CASES LIMITED IN AGGREGATE TO THE AMOUNT OF THE DEPOSIT MANAGEMENT SERVICE FEE PAID AND IN NO CASE WILL OUR LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THIS AMOUNT. IF AN OWNER HAS MORE THAN ONE DEPOSIT CONTRACT IN PLACE, THE VALUE OF THE DEPOSIT MANAGEMENT SERVICE FEE IS NOT AGGREGATED FOR THE PURPOSES OF THIS CLAUSE 14.7 UNLESS AND ONLY TO THE EXTENT THAT DEPOSIFY WAS IN BREACH OF EACH SUCH DEPOSIT CONTRACT.
- WE ARE NOT LIABLE TO YOU (WHETHER AS OWNER OR RESIDENT) FOR ANY LOSS OR DAMAGE (WHETHER UNDER CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE) OTHER THAN THAT SET OUT IN CLAUSE 14.3 EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE IN ADVANCE OR WE WERE OR OUGHT TO HAVE BEEN AWARE OF IT.
- WITHOUT LIMITING OR AFFECTING THE OTHER TERMS OF THIS CLAUSE WE ARE NOT LIABLE TO YOU, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, IN PARTICULAR, FOR ANY:
- BREACHES OR LIABILITIES ARISING UNDER ANY STATE OR OTHER LAW RELATING TO SECURITY DEPOSITS WHICH ARE NOT RELATED TO THE DEPOSIT MANAGEMENT SERVICES SET OUT IN THESE TERMS OF SERVICE.;
- DAMAGE TO YOUR REPUTATION OR GOODWILL;
- LOSS OF OPPORTUNITY OR RENTAL;
- LOSS OF BUSINESS, INCOME, REVENUE OR PROFITS;
- CORRUPTION OR DAMAGE TO EQUIPMENT;
- INCREASED RENTAL PAYMENTS OR SECURITY OR DEPOSIT REQUIREMENTS;
- LIABILITY UNDER ANY CONTRACT TO WHICH YOU ARE A PARTY (INCLUDING ANY CONTRACT WITH AN OWNER OR RESIDENT);
- LOSS OR CORRUPTION OF ANY INFORMATION OR DATA RELATING TO YOU, YOUR DEPOSIT OR YOUR DEPOSIFY MANAGEMENTACCOUNT (THOUGH THIS DOES NOT REMOVE OUR OBLIGATION TO RELEASE TO YOU ANY OF THE DEPOSIT OR YOUR DEPOSIFY MANAGEMENTACCOUNT CREDIT TO WHICH YOU ARE ENTITLED UNDER THESE TERMS OF SERVICE);
- LOSS OR DAMAGE WHICH WAS NOT FORESEEABLE TO BOTH YOU OR US; AND/OR
- DIRECT, INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES SUFFERED BY YOU, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM THE USE OF OR INABILITY TO USE THE DEPOSIT MANAGEMENT SERVICE.
- YOU AGREE THAT YOU SHALL BELIABLE TO US AND YOU SHALL FULLY AND EFFECTIVELY INDEMNIFY AND HOLD HARMLESS DEPOSIFY AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY COSTS, LOSSES, EXPENSES, DAMAGES AND LIABILITIES SUFFERED, INCURRED OR AGREED TO BE PAID OUT BY DEPOSIFY IN CONNECTION WITH ANY CLAIM TAKEN OR THREATENED AGAINST DEPOSIFY ARISING FROM OR RELATED TO YOUR NEGLIGENCE, FRAUD, CRIMINAL BEHAVIOR OR BREACH OF THESE TERMS OF SERVICE. THIS CLAUSE SURVIVES THE TERMINATION OR EXPIRATION OF THE TERMS OF SERVICE.
15. Your Personal Data
- A Resident or an Owner can initiate a Dispute by choosing the Dispute Function in their Deposify Management Account. This function sends a message to the other party that a Dispute has been triggered.
- Both the Owner and Resident must elect to use the Dispute Resolution Process set out in Clause 17 or it will not be available. If the Dispute Resolution Process is not jointly agreed and entered into then the Owner and/or Resident should seek such remedies as are available to them under applicable law.
- The Owner may at anytime withhold and withdraw the Deposit from a Deposit Joint Account.
17. Dispute Resolution Process
- If both the Owner and Resident elect to use our Dispute Resolution Process, we enable communications between the Resident and the Owner through the private messaging service in their Deposify Management Accounts to try resolve the Dispute between them. If both the Owner and the Resident agree, Deposify will appoint one of its mediators to attempt to resolve the Dispute. The mediator will accept written statements from both parties and any factual information to support disputed claims. The mediator will make a non-binding recommendation within forty five (45) days from appointment. There shall be no charge for the services of the mediator. If the Dispute is resolved, then the Deposit may be released in accordance with the terms of the resolution made between the Resident and Owner. This is done by the Owner or Resident, as the case may be, issuing a pay instruction through the Close Function in their respective Deposify Management Accounts.
- Notwithstanding the provisions of Clause 17.1 and, for the avoidance of doubt, the appointment of a mediator does not preclude the Owner from withdrawing the Deposit from their Deposify Management Account at any time. The Resident’s sole recourse in this case shall be under the applicable law in their jurisdiction and not under these Terms of Service.
- We reserve the right to terminate these Terms of Service at any time if you are in breach of these Terms of Service and release any sums credited to your Deposify Management Account to you. Your Deposify Management Account will then be closed and terminated.
- These Terms of Service do not have a minimum or finite duration and will continue to be binding on you until you or we terminate your Deposify Management Account. As long as Owner and Resident both agree, you can terminate your Deposify Management Account by closing it in accordance with the procedures provided in Section 10.1.1 of these Terms of Service.
- In all other circumstances, we or you may terminate the Deposit Management Service by giving three months written notice to the other party of the intention to terminate. You will be able to continue using the Deposit Management Service up to the termination date. All rights under these Terms of Service shall cease, other than the provisions that are intended to survive termination.
- Without limiting any other remedies, Deposify may suspend or terminate your Deposify Management Account if we suspect that you (by conviction, settlement, insurance or investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Deposit Management Services.
- On termination of the contract created by these Terms of Service for any reason:
- all rights granted to you under these Terms of Service shall cease;
- you must immediately cease all activities authorized by these Terms of Service, including accessing and using your Deposify Management Account; and
- The termination of these Terms of Service does not affect any accrued rights, obligations or liabilities of the Owner, Resident or us or any provisions of these Terms of Service which are intended to survive, or commence after, termination.
20. Third Party Websites and Materials
- We are not responsible for the availability or content of any third-party websites or material accessed through the Deposit Management Services or User-Generated Content. We do not exercise any control or supervision of content of these linked websites.
- We do not endorse, and shall not be held responsible for any content, advertising, products, services or information on or available from third party websites. Third party websites linked through the Deposit Management Services are not covered by these Terms of Service and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
21. Linking to our Site
- You may link to our homepage of our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
- You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
- You must not establish a link to our website in any website that is not owned by you.
- Our Website must not be framed on any other site, nor may you create a link to any part of our website other than the home page.
- We reserve the right to withdraw linking permission without notice and with immediate effect.
- The Website in which you are linking must comply in all respects with the standards set out in clause 12.
- If you wish to make any use of content on our site other than that set out above, please contact email@example.com
22. Intellectual Property
- All Intellectual Property Rights in and to the Deposit Management Service, Website and Deposify Content belong to us and others who have licensed it to us. All rights in the Deposit Management Service and the Deposify Content are reserved.
- Your use of the Deposit Management Service and/or the Deposify Content grants no rights to you in relation to the Deposit Management Service and/or Deposify Content except as expressly stated in these Terms of Service.
- Our status and that of any identified contributors, as the authors of Deposify Content on our website or app must always be acknowledged.
23. Events Beyond our Control
- We are not in breach of these Terms of Service or liable to you if there is any total or partial failure of performance of the Deposit Management Service or the website resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
- We may suspend or withdraw access to and use of the Deposit Management Service (including Deposify Management Accounts) or our Website (in whole or in part) if there is a breakdown or malfunction of, or connected to, any system or software used in connection with them, or where there is a real or potential security risk or for any other reason whatsoever we feel justifies doing so. We are not liable to you for any suspension or withdrawal of the Deposit Management Services or our website.
- Unfortunately, the use of the internet, by its nature, is not always secure. As a result, while we have reasonable security measures in place in line with industry standards, we cannot absolutely guarantee the security or privacy of communications made over the internet related to your Deposify Management Account or the Deposit Management Service.
- You are responsible for providing all you require to safely and properly access and use the Deposit Management Services including a computer, an internet connection and security software.
- There may be a security process which must be followed for certain types of card payment transactions or payments by us to your nominated bank account details while in other cases there may be no security process. We choose in our discretion whether or not to apply a security process. Where there is a security process, and once this has been completed, we may or may not make any further authentication or enquiry.
- You must send any formal notice under these Terms of Service to us by sending it by email to firstname.lastname@example.org
- We may send any formal notice under these Terms of Service to you by sending it by email to the email address registered to your Deposify Management Account, by post to the address registered to your Deposify Management Account or through an in-app communication.
- If, at any time, any provision of these Terms of Service is or becomes illegal, invalid or unenforceable, that shall not affect or impair the legality, validity or enforceability of the remainder of these Terms of Service (including the remainder of a provision where only part of it is or has become illegal, invalid or unenforceable).
- The exercise by us of any of our rights under these Terms of Service is without prejudice to any of our other rights and remedies. The provisions of these Terms of Service may only be waived by us in writing by express reference to the provision in question. No delay, neglect or forbearance on our part in enforcing any provision of these Terms of Service is a waiver, or in any way prejudices any rights under these Terms of Service. A waiver by us of any breach of any of the provisions of these Terms of Service does not constitute a general waiver of such provision or of any subsequent act contrary to it.
- Your Deposify Management Account is personal to you and you may only obtain and create a Deposify Management Account on your own behalf.
- We may assign, transfer or otherwise dispose of all or any of our rights or obligations under these Terms of Service, in whole or in part, with prior notice to you, provided that in doing so we do not materially prejudice your interests under these Terms of Service.
30. Compliance with Law
- You must not use the Deposit Management Service for illegal purposes, including but not limited to fraud, money laundering, terrorism or other criminal activity or to transfer money to persons who may be subject to sanctions or violate any laws in your jurisdiction.
- We can take whatever action we consider appropriate to meet our legal obligations anywhere in the world (including suspending your Deposify Management Account or any transactions) relating to the prevention of fraud, money laundering, terrorism or other criminal activity and to the provision of financial and other services to persons who may be subject to sanctions. If this results in a delay or failure to effect instructions, we are not liable for any resulting loss, damage or other liability suffered by you or any third party. We reserve the right to notify the appropriate authorities and/or terminate a Deposit Joint Account and return or withhold any Deposit or sum paid where we believe or suspect that our Deposit Management Service is being used for inappropriate or unlawful purposes or in breach of these Terms of Service.
31. Entire Agreement
- These Terms of Service represent the entire understanding of the Owner, Resident and Deposify concerning the Deposit Management Service (and all related matters) and supersede all prior agreements (whether written, oral or implied) which are hereby revoked by mutual consent. You confirm that you have not relied upon, and have no remedies in respect of, any representations, terms or conditions except those set out in these Terms of Service.
32. Governing Law
- The laws of Massachusetts apply to the formation, interpretation, existence and application of these Terms of Service, and any matter or dispute arising out of or in connection with them (including non-contractual disputes), and the courts of Massachusetts have jurisdiction in connection with the Terms of Service and all such matters and disputes. You hereby agree to submit to the exclusive jurisdiction of such courts for any and all such matters and disputes.
32. About Deposify
- We can be contacted by email at email@example.com and by telephone in Boston, Massachusetts at 617.963.0430 or New York at 646.889.2403.
33. Definitions and Interpretation
- Reference to any gender includes all genders and number includes the plural and vice versa and words importing persons include firms or companies. The section headings to the provisions are inserted for convenience of reference only and are not a part of, and do not or affect the construction or interpretation of, the Terms of Service. None of these Terms of Service will be interpreted so as to deprive you of any rights you have under applicable law unless you may waive such rights.
The following expressions have the meanings given to them below:
“Bank” means the bank chosen by Deposify at which one or more of your Deposits is held.
“Bank Account” means the bank account with the Bank where Deposits from the Resident and other sums credited to the Deposify Management Account by the Owner, Resident and others, are kept by Deposify for the purpose of providing the Deposit Management Service.
“Banking Day” means a day that all banks are open for business in Massachusetts, meaning Monday to Friday, excluding weekends and public holidays in Massachusetts.
“Close Function” is the function in your Deposify Management Account that permits you, in accordance with clause 10.1(a), to release some or all of the Deposit to the Owner (if you are the Resident) or to the Resident (if you are the Owner).
“Deposify Content” means the audio, video, text, images, graphics, animations or other content made available by us through the Deposit Management Service
“Deposify Management Account” means, as the context so admits or requires, the account set up on the Website by either an Owner or a Resident.
“Deposify Management Account Credit” means any money standing in credit in your Deposify Management Account (but excluding the Deposit).
“Deposify Request” means the request setting out the details of a proposed Deposit Joint Account (including the Deposit amount, Resident and Owner name, Rental Term and property address) that is sent by either the Resident to the Owner (or vice versa) through our Website and, once accepted by the other party, creates the Deposit Joint Account.
“Deposit” means the sum to be managed by Deposify pursuant to these Terms of Service and the Deposit Joint Account, as that sum is more particularly identified in the Deposify Request.
“Deposit Joint Account” means the agreement, made in accordance with clause 7 by and between Deposify, the Owner and Resident identified in the relevant Deposify Request. The Deposify Joint Account ensures that the Deposit will be managed by Deposify on behalf of the Owner and will be released by Deposify in accordance with these Terms of Service. The specific details with respect to a Deposit Joint Account are set out in the relevant Deposify Request accepted by the Owner or Resident, as applicable.
“Deposit Management Service” means the service provided by Deposify subject to, and in accordance with, these Terms of Service to Owners and Residents.
“Dispute” means a dispute between an Owner and Resident in relation to a Deposit.
“Dispute Function” means the function in your Deposify Management Account that enables you to send a message to, as applicable, the Owner or Resident that a Dispute has been triggered subject to these Terms of Service.
“Dispute Resolution Process” means the Dispute resolution process more particularly described in clause 17.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill, rights in designs and in computer software and all other intellectual property rights, in each case whether registered or unregistered.
“Owner” means a person that:
has an Owner Deposify Management Account (whether set up and used by that person or by an agent on their behalf) as permitted under clause 6.2(c). For the purposes of this definition, “agent” includes any Property Manager or a Property Management Company to which the Owner has delegated authority to act on their behalf; and
with respect to a particular Deposit Joint Account, is identified in the Deposify Request as the Owner of the property for which the Deposit is being made.
“Owner Deposify Management Account” means a registered Owner account with Deposify, created and managed through our Website, which contains the Owner’s user profile.
“Release Event” means any of the release events described in clause 10.
“Rental Term” means the period during which a property is rented or leased by a Resident as set out in the relevant Deposify Joint Account. The Rental Period can be extended by the Owner and Resident when one of them sends an Extend request through our Website and the other accepts that request.
“Property Management Company” or “Property Manager” is a company or an individual acting as an agent of the Owner. Any reference to Owner shall for the avoidance of doubt include a property management company or property manager acting as an agent for the Owner.
“Resident” means a person that:
has a Resident Deposify Management Account; and
with respect to a particular Deposit Joint Account, is identified in the Deposify Request as the Resident of the property for which the Deposit is being made.
“Resident Deposify Management Account” means a registered Resident account with Deposify, created and managed through our Website, which contains the Resident user profile.
“Withdrawal Function” is the function in your Deposify Management Account described in clause 10 that permits you to withdraw and pay money in your Deposify Management Account to the bank account details provided by you.