FOR SHORT-TERM RENTAL COMPLIANCE CORE SERVICES
Effective Date: November 1, 2023
By accessing or using the Identification Services or the Identification and Monitoring Services you (“User,” “you,” or “your”) agree to be bound by these terms and conditions. If you do not agree with any part of this Agreement, Avenu will not provide you with the Compliance Core Services. Avenu reserves the right, at our sole discretion, to modify or otherwise alter these terms and conditions at any time, and such modifications will be effective immediately. It is your responsibility to review this Agreement periodically to stay informed of any changes.
1. ACCEPTANCE OF TERMS
Your acceptance and agreement to be bound by the terms and conditions of this Agreement shall be accomplished by signing a Short-Term Rental Compliance Core Sales Order (“Compliance Core Sales Order”). This Agreement does not constitute a fully executed Agreement between Avenu and you and will not be effective until both parties have fully executed the Compliance Core Sales Order.
a. COMPLIANCE CORE IDENTIFICATION SERVICES
Avenu’s Compliance Core Identification Services provide targeted identification services designed to assist you in enhancing short-term rental/lodging tax revenues and improved compliance. The dentification Services include the following:
Scope of Services – Identification Services
AVENU Deliverables – Identification Services
YOUR Responsibility – Identification Services
You agree to assist Avenu by providing necessary information and assistance to include, but not be limited to, the following:
b. COMPLIANCE CORE MONITORING AND IDENTIFICATION SERVICES
Avenu’s Compliance Core Monitoring and Identification Services provide targeted web portal and web monitoring and identification services designed to assist you in enhancing short-term rental/lodging tax revenues and improved compliance. The Monitoring and Identification Services include the Identification Services set forth above and the following:
Scope of Services – Monitoring and Identification Services
AVENU Deliverables – Monitoring and Identification Services
YOUR Responsibility – Monitoring and Identification Services
You agree to assist Avenu by providing necessary information and assistance to include, but not be limited to, the following:
3. COMPENSATION FOR COMPLIANCE CORE SERVICES
Upon the full execution of a Compliance Core Sales Order, the Compliance Core Services shall be provided for the following fees. All fees shall be payable in full and in advance, net thirty (30) days, and shall be non-refundable once Compliance Core Services are provided.
*The Minimum Annual Fee applies if greater than the total fee amount of the number of Short-Term Rentals multiplied by the Per Property Fee.
The annual fixed fees associated with the Compliance Core Services are adjusted annually by five percent (5%) at the beginning of each Effective Term as set forth in the Compliance Core Sales Order.
4. USE OF THE COMPLIANCE CORE SERVICES AND COMPLIANCE CORE PORTAL
You agree not to use the Compliance Core Services (i) to infringe any patent, trademark, trade secret, copyright, or other proprietary rights of any party or (ii) in violation of any applicable laws, regulations, and third-party rights, including, but not limited to data privacy laws.
The use of the Compliance Core Portal is included as part of the Monitoring and Identification Services. Subject to your compliance with this Agreement and payment of the Fees associated with the Identification and Monitoring Services, Avenu grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Compliance Core Portal and Content for Short-term Rental Compliance. This license does not grant you any ownership rights to the Compliance Core Portal or Content provided therein. Any commercial use, resale, distribution, exploitation, or unlawful, unsolicited, or unauthorized use of the Compliance Core Portal or Content is strictly prohibited and shall immediately terminate your license to access and use the Compliance Core Portal and Content. Additionally, you agree not to use the Compliance Core Portal or Content to:
a. reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Compliance Core Portal.
b. use any data mining, robots, spiders, or similar data gathering and extraction tools on the Compliance Core Portal for any purpose.
c. attempt to gain unauthorized access to Avenu’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Compliance Core Portal or the Avenu website.
d. install or deploy software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
5. TERM OF THE AGREEMENT
The term of this Agreement shall be for a period of twelve (12) months. Either party shall have the right to terminate this Agreement in the event of a material breach by the other party. Any such termination may be made only by providing sixty (60) days prior written notice to the other party.
6. TERMINATION OF SERVICE
You agree that Avenu, in its sole discretion, has the right (but not the obligation) to terminate, suspend or cease Compliance Core Services and delete or deactivate your access to and use of the Compliance Core Portal (or any part thereof), immediately and without notice, and remove and discard any Content provided therein, for any reason, including, without limitation, if Avenu believes that you have violated or breached the Agreement. Further, you agree that Avenu shall not be liable to you or any third-party for any termination of the Compliance Core Services. Further, you agree not to attempt to access or use the Compliance Core Services after said termination. Sections 1, 4, and 8 through 14 shall survive termination of the Agreement.
7. EFFECT OF TERMINATION
Notwithstanding non-renewal or termination of this Agreement, you shall be obligated to pay Avenu for Services performed through the effective date of termination for which Avenu has not been previously paid. Termination of this Agreement for any reason will not affect any liabilities or obligations of either party arising before termination or out of events causing termination and will not affect any damages or other remedies to which a party may be entitled under this Agreement, at law, or in equity, arising from any breach or default.
8. CONTENT AND DISCLAIMER OF WARRANTY
While Avenu makes every effort to ensure the accuracy of the Compliance Core Services, the Compliance Core Services and the Compliance Core Portal and the Content provided therein are provided “as is” and without warranties of any kind, either express or implied. Avenu makes no guarantees regarding the accuracy, completeness, or reliability of the Compliance Core Services and you acknowledge that the Compliance Core Services may not always be up-to-date or error free. You agree that access to and use of the Compliance Core Services, and the Compliance Core Portal and the Content therein is entirely at your own risk. You are not entitled to rely on the completeness or accuracy of any of the Compliance Core Services and should verify all information before making any decisions or transactions based on the Compliance Core Services. Avenu shall have the right, but not the obligation, in its sole discretion, to prohibit, remove, or delete any Content from the Compliance Core Portal.
ALL EXPRESS AND IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. MOREOVER, TO THE FULLEST EXTENT PERMITTED BY LAW, AVENU DISCLAIMES AND MAKES NO WARRANTY HEREUNDER AS TO THE ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE COMPLIANCE CORE SERVICES AND SHALL HAVE NO LIABILITY HEREUNDER TO YOU OR ANY OTHER PERSON RELATING TO OR RESULTING FROM USE OF ANY COMPLIANCE CORE SERVICES OR FOR ANY ERRORS THEREIN OR OMISSIONS THEREFROM.
9. THIRD PARTY CONTENT, SITES, AND SERVICES
The Compliance Core Services, including the Compliance Core Portal and Content provided therein, may contain features and functionalities that may link you or provide you with access to third-party content that is completely independent of Avenu, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Avenu makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such third-party content or website. The decision to assess third-party content or to click on a link or access another website is at your own risk and you agree that it is your responsibility to evaluate and bear all risks and liabilities for any loss or damages of any sort associated with the use of any third-party content or websites.
10. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
The entire intellectual property right, title and interest in and to Avenu’s Compliance Core Services and Compliance Core Portal, and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual proprietary rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship developed or created in the course of this Agreement (collectively “Work Product”) are protected to the maximum extent permitted by copyright laws and international treaties and shall vest exclusively in Avenu or its subcontractors. Content displayed on or through the Compliance Core Portal may be protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. You agree to abide by any and all copyright notices displayed on the Compliance Core Portal. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Compliance Core Portal. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Compliance Core Portal. Avenu is a registered mark in the U.S. Patent and Trademark Office. The foregoing notwithstanding, in no event shall any data owned by you that is provided to Avenu be deemed included within the Work Product.
11. OWNERSHIP OF DOCUMENTS
Except for Avenu’s preexisting intellectual property rights, proprietary information, and/or proprietary processes, any and all documents, including draft documents where completed documents are unavailable, or materials prepared or caused to be prepared by Avenu pursuant to this Agreement shall be your property at the moment of their completed preparation.
12. VIOLATION OF TERMS AND LIQUIDATED DAMAGES
You acknowledge and agree that, because damages arising from or related a breach or violation of to Section 4 and/or Section 10 of this Agreement are often difficult to quantify, if you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose the Compliance Core Services in violation of Section 4 and/or Section 10 this Agreement, you agree to pay Avenu one thousand dollars ($1,000) for each day in which you engage in such conduct.
Otherwise, you agree to pay Avenu’s actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, Avenu retains the right to seek the remedy of specific performance of any term contained in this Agreement, or a preliminary or permanent injunction against the breach of this Agreement or in aid of the exercise of any power granted in this Agreement, or any combination thereof.
Users agree to indemnify and hold harmless Avenu, its officers, employees, and agents from any claims, damages, losses, liabilities, and expenses arising out of or in connection with their use of the Compliance Core Services or any violation of this Agreement. Each party agrees to indemnify, defend, and hold harmless each other from and against any and all claims, liabilities, and losses whatsoever (including damages to property and injuries to or death of persons, court costs, and reasonable attorneys’ fees) to extent occurring or resulting from the party’s negligent or unlawful performance of its obligations under or breach of the terms of this Agreement.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL AVENU, ITS EMPLOYEES, CONTRACTORS, DIRECTORS, AFFILIATES AND/OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, DELAY, LOST DATA, DISRUPTION, AND LOSS OF ANTICIPATED PROFITS OR REVENUE ARISING FROM OR RELATED TO THE SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT, AND WHETHER OR NOT AVENU HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN ADDITION, AVENU’S TOTAL LIABILITY HEREUNDER, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS, SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE FEES CHARGED FOR SERVICES UNDER THIS AGREEMENT. THE FOREGOING SETS FORTH YOUR EXCLUSIVE REMEDY FOR CLAIMS ARISING FROM OR OUT OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS BETWEEN AVENU AND YOU AND AVENU’S PRICING REFLECTS THE ALLOCATION OF RISK AND LIMITATION OF LIABILITY SPECIFIED HEREIN.
15. GOVERNING LAW
This Agreement shall be governed by, interpreted, construed, and enforced in accordance with the laws of the State of Virginia, without reference to the principles of conflict of laws.
16. INDEPENDENT CONTRACTOR
It is understood that Avenu and its subcontractors, if any, in the performance of the work and Services agreed to be performed, shall act as and be an independent contractor and this Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, partnership, or business organization of any kind. Avenu and you are independent parties, and neither party shall act as an agent for or partner of the other for any purpose and nothing in this Agreement shall grant to either party any right to make any commitments of any kind for or on behalf of the other party without the prior written consent of the other party. You understand that Avenu shall not be bound to you except as provided under this Agreement and may perform similar services for others during the term of this Agreement. Furthermore, you understand and agree that Avenu’s representation of other government sector clients is not a conflict of interest. Avenu shall obtain no rights to retirement benefits or other benefits which accrue to your employees, and Avenu hereby expressly waives any claim it may have to any such rights.
Avenu shall have the right to hire subcontractors to provide the Services described herein. Avenu, in rendering performance under this Agreement shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Avenu shall be solely responsible for and shall hold you harmless from any and all claims for any employee related fees and costs including without limitation employee insurance, employment taxes, workman’s compensation, withholding taxes or income taxes.
Any notice required to be given under this Agreement shall be in writing and either served personally, sent prepaid first-class mail, or by express mail courier (i.e. FedEx, UPS, etc.). Any such notice shall be addressed to the other party at the address set forth in the fully executed Sales Order. All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by regular mail, or the next day if sent overnight delivery.
Avenu shall keep in full force and effect insurance coverage during the term of this Agreement, including without limitation statutory workers’ compensation insurance; employer’s liability and commercial general liability insurance; comprehensive automobile liability insurance; professional liability and fidelity insurance.
This Agreement shall be binding upon and inure to the benefit of the parties, their successors, representatives, and assigns. Avenu may assign this Agreement, or delegate its duties or obligations under this Agreement, without your consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns.
21. FORCE MAJEURE
Avenu shall not be in default of its obligations hereunder to the extent that its performance is delayed or prevented by causes beyond its control, including but not limited to acts of God, government, quarantines, pandemics, endemics, weather, fire, flood, earthquake, weather, climate change, elements of nature, war, terrorism, civil disturbance, labor disruptions, strikes, embargoes, power or telecommunications failures, inability to obtain supplies, breakdown of equipment or interruption in vendor services or communications, or cause beyond the reasonable control of Avenu (“Force Majeure Event”).
If all or part of any term or condition of this Agreement, or the application of any term or condition of this Agreement, is determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of the terms and conditions of this Agreement (other than those portions determined to be invalid or unenforceable) shall not be affected, and the remaining terms and conditions (or portions of terms or conditions) shall be valid and enforceable to the fullest extent permitted by law. If a judicial determination prevents the accomplishment of the purpose of this Agreement, the invalid term or condition (or portions of terms or conditions) shall be restated to conform to applicable law and to reflect as nearly as possible the original intent of the parties.
23. WAIVER OR FORBEARANCE
Any delay or failure of either party to insist upon strict performance of any obligation under this Agreement or to exercise any right or remedy provided under this Agreement shall not be a waiver of that party’s right to demand strict compliance, irrespective of the number or duration of any delay(s) or failure(s). No term or condition imposed on either party under this Agreement shall be waived and no breach by either party shall be excused unless that waiver or excuse of a breach has been put in writing and signed by both parties. Waiver in any instance of any right or remedy shall not constitute waiver of any other right or remedy under this Agreement. Consent to or forbearance of any breach or substandard performance of any obligation under this Agreement shall not constitute consent to modification or reduction of the other obligations or forbearance of any other breach.
The section headings used in this Agreement are merely for reference and have no independent legal meaning and impose no obligations or conditions on the parties.
This Agreement may be signed in separate counterparts including facsimile copies. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed on and the same instrument and legally binding on the parties.
If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
Implementation will begin as soon as possible upon the full execution of the Compliance Core Sales Order (the “Implementation Date”) for the performance of Compliance Core Services under the terms of this Agreement.
We welcome feedback, suggestions, or comments regarding the Compliance Core Services and Compliance Core Portal and Content. You agree that any feedback you provide may be used by us without any obligation to compensate you.
29. CONTACT INFORMATION
For any questions or concerns regarding this Agreement, please contact us at email@example.com.