Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Portier369 platform, websites, and related services (the "Services"). By accessing or using the Services, you agree to these Terms. If you are using the Services on behalf of an organization, you represent that you are authorized to bind that organization. Portier369 is operated by Portier369, Inc., an Illinois corporation based in Glenview, Illinois, United States ("Portier369").

The Services

Portier369 provides software for community association and property management, including accounting, work orders, violations, communications, and owner, board, and vendor portals. Access is provided on a subscription basis and is governed by the order or agreement between Portier369 and the subscribing management company ("Customer"). If there is a conflict between these Terms and a signed order or master subscription agreement, the signed agreement controls.

Accounts and access

Accounts are provisioned by invitation. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must provide accurate information and promptly notify us of any unauthorized use. Access is role-based; you agree to use only the access granted to you.

Acceptable use

You agree not to misuse the Services, including by attempting to gain unauthorized access, interfering with operation or security, uploading unlawful or infringing content, reverse engineering the platform except as permitted by law, or using the Services to violate the rights of others or any applicable law.

Customer data and ownership

As between the parties, Customers own the association and property data they submit ("Customer Data"). Portier369 processes Customer Data to provide the Services in accordance with our Privacy Policy and the applicable Customer agreement. Customers are responsible for the accuracy and lawfulness of data they submit and for obtaining any necessary consents. Customers grant Portier369 a limited license to host, process, and transmit Customer Data solely to provide and support the Services.

Data protection

Where Portier369 processes personal data on a Customer's behalf, our Data Processing Addendum ("DPA") applies and is incorporated into the Customer agreement by reference. The DPA governs processing instructions, confidentiality, security, sub-processors, breach notification, and deletion or return of data.

Payments and fees

Subscription fees for the Services are set out in your order and, except as required by law or expressly stated, are non-refundable. Where a Customer enables online resident assessment payments, each participating association must connect and maintain its own Stripe account. Direct charges are created on that association's connected account and settle to its designated bank account; Portier369 does not receive, custody, or commingle association assessment funds. The Customer and association are responsible for the accuracy and lawfulness of assessments, payment instructions, refunds, disputes, and any processing fees disclosed at checkout. Stripe services are subject to Stripe's applicable terms. Subscription billing of management companies may be processed separately by a third-party billing provider.

Third-party services

The Services may integrate with third-party providers (including Stripe for payment processing, Plaid for banking data, and providers for hosting, email, SMS, and optional AI features). Your use of those integrations may be subject to the third parties' terms, and Portier369 is not responsible for third-party services.

Artificial-intelligence features

Certain optional features use AI services that the Customer configures under the Customer's own provider account and credentials. The Customer is responsible for selecting its provider and reviewing that provider's terms, including any data-use or model-training terms. AI output may be inaccurate and must not be relied upon as legal, accounting, tax, or compliance advice; the Customer is responsible for reviewing AI output before relying on it. Portier369 makes no warranty as to the accuracy or suitability of AI output.

Service availability

We aim to keep the Services available but do not guarantee uninterrupted availability in these public Terms. Any committed service levels or uptime credits, if offered, are stated in the applicable order or master subscription agreement. We may perform maintenance and may modify or discontinue features from time to time.

Intellectual property

The Services, including all software, design, and content provided by Portier369, are owned by Portier369 and protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Services during your subscription, subject to these Terms.

Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, will protect it with reasonable care, and will not disclose it except to personnel and advisors bound by confidentiality obligations or as required by law. Customer Data is the Customer's Confidential Information.

Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. Portier369 does not provide legal, accounting, or tax advice; you are responsible for compliance with the laws governing your associations.

Limitation of liability

To the maximum extent permitted by law, Portier369 will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or data, arising out of or relating to the Services. Our aggregate liability for any claim is limited to the amounts paid for the Services in the twelve months preceding the claim. These limitations do not apply to a party's indemnification obligations, breach of confidentiality, infringement of the other party's intellectual-property rights, a Customer's payment obligations, or a party's gross negligence or willful misconduct.

Indemnification

Portier369 will defend the Customer against third-party claims that the Services, as provided, infringe that third party's intellectual-property rights, and will indemnify the Customer for amounts finally awarded. The Customer will defend Portier369 against third-party claims arising from Customer Data or the Customer's use of the Services in violation of these Terms or applicable law, and will indemnify Portier369 for amounts finally awarded. Each indemnity is conditioned on prompt notice, reasonable cooperation, and control of the defense by the indemnifying party.

Term and termination

These Terms apply while you use the Services. Either party may terminate as provided in the applicable subscription agreement, and either party may terminate for the other's uncured material breach. Upon termination, your right to use the Services ends. Customers may export their Customer Data for thirty (30) days after termination, after which it is deleted or returned in accordance with the Privacy Policy and DPA. Provisions that by their nature should survive (including ownership, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution) survive termination.

Governing law

These Terms are governed by the laws of the State of Illinois, without regard to its conflict-of-laws principles. Subject to the dispute-resolution section below, the state and federal courts located in Cook County, Illinois have exclusive jurisdiction over any dispute not subject to arbitration, and the parties consent to that jurisdiction and venue.

Dispute resolution and arbitration

The parties will first attempt to resolve any dispute informally by contacting each other. If a dispute is not resolved within thirty (30) days, it will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Cook County, Illinois, except that either party may bring an individual claim in small-claims court or seek injunctive relief for misuse of the Services or intellectual property. To the extent permitted by law, disputes will be resolved on an individual basis, and the parties waive any right to participate in a class or representative action. If this class-action waiver is held unenforceable as to any claim, that claim will proceed in court.

Changes to these Terms

We may update these Terms from time to time. Material changes will be reflected by the "Last updated" date above and, where appropriate, additional notice. Continued use after changes take effect constitutes acceptance.

General

These Terms, together with any applicable order or subscription agreement and the documents they reference, are the entire agreement between the parties regarding the Services and supersede prior agreements on that subject. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control (force majeure). If any provision is held unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver. Notices must be in writing and sent to the contact below or the contact in the applicable order.

Contact

Questions about these Terms can be sent to hello@portier369.com.