ResiDesk’s Terms and Conditions

RESIDESK SUBSCRIPTION SERVICE AGREEMENT

THIS RESIDESK SUBSCRIPTION SERVICE AGREEMENT (the “Agreement”) IS BY AND BETWEEN ResiDesk, Inc., a corporation organized under the laws of the State of Delaware (“ResiDesk”), and the customer that purchases the Service (“Customer”).

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT AND/OR USING THE SERVICE, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

  1. USE OF THE RESIDESK SERVICE.
    1. Service Description.  (i) ResiDesk has developed a software as a service offering which permits property managers and tenants to communicate in an efficient, secure and timely manner (the “Service”), and Customer desires to access and utilize the Service in accordance with the terms and conditions of this Agreement and any applicable order form that references this Agreement (each, an “Order Form”); and (ii) ResiDesk offers customers the ability to access and use the Service on a subscription basis.
    2. Product Changes.  ResiDesk may make changes to the Service at any time during the term of this Agreement, provided such changes do not materially degrade the functionality of the Service.
    3. Permissible Use of the ResiDesk Service.  Upon payment of the Fees, ResiDesk grants to Customer a non-exclusive, non-transferable, non-assignable right for Customer and its employees (“Users”) to access and use the Service, in the geographic area described in the Order Form (the “Territory”), during the term, solely for Customer’s internal business purposes.  Users must comply with the use restrictions set forth in Section 2 and the confidentiality obligations set forth in this Agreement.  Customer is responsible for ensuring that each User is informed of and agrees to any end user terms required to utilize the Service.
    4. Usage Limits. The Service is subject to usage limits as specified in the Order Form.
  2. RESTRICTIONS ON USE.  Customer and its Users are strictly prohibited from:  (a) copying, reproducing, selling, reselling, licensing, pledging, transferring, renting, leasing, distributing, publishing or disseminating all or any portion of the Service, in whole or in part; (b) using the Service for unlawful purposes or in a manner that violates any law or regulation; (c) committing fraud or falsifying information in connection with use of the Service; (d) making the Service available to anyone other than Customer or its Users; (e) making the Service available to unrelated third parties, or use in a service bureau or time sharing environment on fee for service or access basis; (f) reverse engineering, disassembling, decompiling, reconfiguring, manipulating, adapting, discovering or attempting to discover the source code, object code or underlying structure or algorithms of the Service or any software, documentation or data related to or provided with the Service; (g) building a competitive product or service, including, without limitation, a product or service using similar ideas, features, or functions; (h) introducing any ransomware, virus or any mechanism into the Service that allows remote or unauthorized access, copy prevention, deletion, disabling, modification, corruption, or anything similar, to the Service; (i) modifying or creating derivative works based upon the Service; or (j) obscuring, removing, or altering any proprietary or intellectual property markings, designations, or notices in or on the Service or the documentation.
  3. CUSTOMER RESPONSIBILITIES. Customer will only use the Service as specifically permitted by this Agreement.  Customer and its Users will comply with all applicable laws, rules and regulations when using the Service.  Customer is responsible for all access to and use of the Service by Users and any other use of Customer’s account or log-in credentials.  Customer is responsible for maintaining the confidentiality of all usernames, passwords, and other log-in credentials used to access or use the Service.  If Customer becomes aware of or suspects any misuse or unauthorized use of log-in credentials or other unauthorized access to or use of the Service, Customer shall promptly notify ResiDesk via email at support@theresidesk.com.  Customer shall be responsible for back up of any Customer Data maintained using the Service.
  4. SERVICE AVAILABILITY.  ResiDesk will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week (excluding any planned maintenance, any unavailability caused by other forces beyond the control of ResiDesk (such as network outages)), provided Customer is not in breach of this Agreement and Customer has paid all Fees when due.
  5. FEES; PAYMENT TERMS, SUSPENSION.
    1. Fees and Taxes. To activate the Service, Customer must first shall pay all subscription fees as set forth in the Order Form (“Fees”) each month. The Fees due are calculated based upon the highest number of Units on the Service in any month.
    2. Payment Terms.  (i) Customer will be required to provide certain personal information relevant to Customer’s purchase, including without limitation Customer’s name, credit card number and expiration date, and billing address.  By submitting such personal information, Customer authorizes ResiDesk or the third party collecting that information on ResiDesk’s behalf to charge such credit card for the Fees.   If the Order Form indicates that payment will be made other than by credit card, ResiDesk will invoice Customer for Fees and Customer will pay all invoiced Fees to ResiDesk within thirty (30) days of the date of the invoice.  (ii) All Fees will be paid in U.S. dollars and are nonrefundable.  Any amounts not paid when due will bear late charges equal to the rate of 18 % per month or the maximum rate permitted by applicable law, whichever is lower.  In addition, Customer shall be obligated to pay for any collection costs incurred by ResiDesk in recovering such past due sums.
    3. Suspension of Service.  ResiDesk may suspend Customer’s account and access to or use of the Service, in whole or in part, immediately without notice to Customer, if ResiDesk determines that: (i) it is reasonably necessary to prevent unauthorized access to the Service; (ii) Customer or its Users fail to abide by any terms of this Agreement, (iii) Customer exceeds its usage limits; or (iv) Customer’s or its Users’ use of the Service (a) poses a security risk to the Service or any third party, (b) may adversely impact the Service or the systems of ResiDesk or any third party, (c) may subject ResiDesk or any third party to liability, or (d) may be prohibited by applicable laws.  During any such suspension, Customer will continue to be responsible for all Fees.  ResiDesk may cease making the Service available to Customer immediately to comply with any applicable laws. ResiDesk will promptly restore access to the Service upon a cure of any action which leads to a suspension.
  6. OWNERSHIP.
    1. Service.  ResiDesk offers access to its Service on a subscription basis.  ResiDesk is and will remain the sole and exclusive owner of all rights, title, and interest in and to the Service, including all software and documentation related to the Service, all related Intellectual Property Rights and all modifications, enhancements, improvements, and derivative works.  For purposes of this Agreement, “Intellectual Property Rights” means, on a worldwide basis, all patents, trademarks, service marks, trade name rights, logos, drawings, inventions, copyrights, mask works, samples, processes, moral rights, rights of publicity, rights of ownership, designs, design rights, trade secrets, specifications, instruction manuals, technology, materials, know how, information, data, goodwill, improvements and writings, and any applications, registrations or common law rights in any of the foregoing.   Customer agrees that ResiDesk shall have the right to use any comments, questions, suggestions, requests for improvements, ideas, or similar information (“Feedback”) provided by Customer or its Users with regard to the Service and may use and incorporate Feedback into the Service, provided Customer is not identified.
    2. Customer Data.  Customer or its employees may submit certain data, content, materials and information to ResiDesk when using the Service (“Customer Data”).  Customer Data may include certain information which can be used alone or in combination to identify, contact or locate a natural person or is the subject of any applicable data privacy or security or consumer protection laws, rules or regulations (“Personal Information”).  Customer Data will remain the sole and exclusive property of Customer.  Customer grants to ResiDesk and its affiliates, as well as their employees and agents, a non-exclusive, worldwide, non-transferable (except in accordance with section 14(c)) license to host, copy, use, transmit, and display Customer Data as necessary for ResiDesk to provide the Service, to ensure proper operation of the Service and to comply with ResiDesk’s obligations under this Agreement. Customer shall be responsible for ensuring the accuracy, quality and legality of the Customer Data, and complying with any legal obligations related to the acquisition or transfer of Customer Data.  ResiDesk may use Customer Data to which ResiDesk has access (i) to perform its obligations and exercise its rights under this Agreement; (ii) in accordance with ResiDesk’s privacy policy, and (iii) as may be required by law.
    3. Usage Data.  Customer grants to ResiDesk and its affiliates, as well as their employees and agents, a non-exclusive, worldwide, fully paid up, royalty-free, sublicensable, transferable, perpetual and irrevocable license to anonymize and aggregate the Customer Data and use such anonymized and aggregated data (“Usage Data”) for ResiDesk’s business purposes. ResiDesk shall own all right, title and interest in the Usage Data, provided that at no time will ResiDesk re-identify the Customer Data.  Usage Data will not include personally identifiable information or Customer Data unique to Customer.  Usage Data shall not be considered confidential information of Customer.
  7. TERM AND TERMINATION
    1. Term.  This Agreement commences on the Effective Date and will continue for a period of one (1) year, unless terminated earlier in accordance with this Agreement.  This Agreement will automatically renew for additional terms of one (1) year unless Customer provides notice of non-renewal at least thirty (30) days prior to the expiration of the initial term or then-current renewal term.
    2. Termination.
      1. If a party commits a material breach of this Agreement, the non-breaching party shall provide written notice of the breach and provide the breaching party with a thirty (30) day opportunity to cure.  If the breaching party fails to cure the breach with the thirty (30) day cure period, the Agreement will terminate.  If ResiDesk terminates for cause, Customer shall not be entitled to return of any prepaid Fees.  If Customer terminates this Agreement due to a material breach by ResiDesk, Customer will be entitled to a pro-rata refund for any prepaid Fees.
      2. A party may immediately terminate this Agreement for cause if the other party becomes insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy or under any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
    3. Results of Termination. Upon expiration or termination of this Agreement: (i) Customer’s right to use the Service will terminate and  Customer and its Users may no longer access or use the Service and (ii) Customer will  be obligated to pay immediately any Fees outstanding under this Agreement.  If requested in writing by Customer within ten (10) business days of expiration or termination of this Agreement, ResiDesk will provide a copy of the Customer Data in ResiDesk’s standard format to Customer.  ResiDesk will delete the Customer Data within three (3) months of the expiration or termination of this Agreement.
  8. REPRESENTATIONS AND WARRANTIES.
    1. Mutual Representations.  Each party represents to the other that: (i) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to enter into and perform its obligations under this Agreement; (ii) the person executing and delivering this Agreement on behalf of such party is duly authorized to make such execution and delivery; (iii) this Agreement constitutes a valid obligation, binding upon and enforceable against each such party in accordance with its terms; and (iv) execution and delivery of this Agreement and the performance of each such party’s obligations do not breach any contract between such party and any third party.
    2. Customer Representations and Warranties.  Customer represents and warrants that Customer has the full ability and legal right to provide Customer Feedback and Customer Data (including any Personal Information) to ResiDesk as contemplated by this Agreement.
    3. WARRANTY DISCLAIMER.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RESIDESK PROVIDES THE SERVICE ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.  RESIDESK EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, WITH REGARD TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE.

RESIDESK DOES NOT WARRANT THAT THE SERVICE WILL BE FREE OF ERROR, INTERRUPTION, HARMFUL CODE, OR THAT ANY DEFECTS WILL BE CORRECTED OR CORRECTABLE, NOR DOES RESIDESK GUARANTEE THE QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. RESIDESK HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY CUSTOMER DATA. CUSTOMER ACKNOWLEDGES AND AGREES THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, WIRELESS NETWORKS, AND ELECTRONIC COMMUNICATIONS.  RESIDESK IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES, DAMAGES, OR LOSSES RESULTING FROM THOSE PROBLEMS OR ANY OTHER PROBLEMS OUTSIDE OF RESIDESK’S REASONABLE AND DIRECT CONTROL.  RESIDESK MAKES NO REPRESENTATION THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. CUSTOMER SHALL NOT USE THE SERVICE OUTSIDE OF THE TERRITORY.

  1. INDEMNIFICATION.
    1. Indemnification by Customer.  Customer will, at its expense, indemnify, defend, and hold harmless ResiDesk, and its officers, directors, members, shareholders, employees and agents from and against all third-party claims, complaints, actions, lawsuits, demands, and proceedings (collectively, “Claims”), as well as any losses, liabilities, damages, judgments, fees, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or related to: (i) any access, use, or misuse of the Service in breach of this Agreement, (ii) any modification or configuration of the Service by any person other than ResiDesk, or any claim arising from ResiDesk’s compliance with Customer’s instructions; (iii) any allegation that any Customer Data or Customer Feedback infringes, misappropriates or violates the Intellectual Property Rights or privacy rights of a third party; (iv) a data security incident caused by Customer or its Users; (v) Customer’s infringement or misappropriation of ResiDesk’s Intellectual Property Rights; or (vi) breach by Customer of its confidentiality obligations or (vii) violations of applicable law.
    2. Procedure.  If ResiDesk seeks indemnification for a Claim subject to indemnification, ResiDesk will provide prompt written notice to Customer. Failure to give prompt notice will not relieve Customer of its obligations under this Section, except and only to the extent that such delay results in any prejudice.  Customer shall have sole control of the defense of the Claim.  Customer shall not settle any claim that finds fault with, or requires specific performance of ResiDesk without written consent.  ResiDesk may, at its option and expense, participate in the defense of any Claim.
  2. CONSEQUENTIAL DAMAGES EXCLUSION; LIMITATIONS OF LIABILITY.
    1. CONSEQUENTIAL DAMAGES EXCLUSION.  EXCEPT FOR CLAIMS SUBJECT TO INDEMNIFICATION, NEITHER PARTY, NOR ITS AFFILIATES, DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS, OR AGENTS (“REPRESENTATIVES”), SHALL BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LIQUIDATED, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR CLAIMS FOR LOST PROFITS, LOST TIME, LOST DATA, LOST REVENUE, OR LOSS OF USE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. LIMITATION OF LIABILITY.  EXCEPT FOR CLAIMS SUBJECT TO INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY’S OR ITS REPRESENTATIVES’ LIABILITY FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT PAYABLE BY CUSTOMER TO RESIDESK UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR PAYABLE UNDER THE FIRST YEAR OF THIS AGREEMENT FOR CLAIMS OCCURRING IN THE FIRST YEAR OF THIS AGREEMENT.
    3. EXCLUDED CLAIMS.  THE EXCLUSIONS OF DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 10(A) AND 10(B), ABOVE, DO NOT APPLY TO CLAIMS OR DAMAGES ARISING FROM THE FOLLOWING:  (I) A PARTY’S OR ITS PERSONNEL’S VIOLATION OF APPLICABLE LAW; (II) CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER; (III) CUSTOMER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER; OR (IV) A PARTY’S OR ITS PERSONNEL’S FRAUD OR WILLFUL MISCONDUCT (COLLECTIVELY, “EXCLUDED CLAIMS”).
  3. CONFIDENTIAL INFORMATION.
    1. Defined.  “Confidential Information” means any and all confidential or proprietary information provided to, or otherwise acquired by, Customer from ResiDesk prior to or during the term of this Agreement, which Customer should reasonably know to be confidential by the nature of the information or the context of the disclosure, regardless of whether such information is labeled or otherwise identified as confidential. Confidential Information excludes information which:  (i) is or becomes a part of the public domain through no act or omission of Customer, (ii) was in Customer’s lawful possession prior to the disclosure by ResiDesk and had not been obtained by Customer either directly or indirectly from ResiDesk, (iii) is lawfully disclosed to Customer by a third party without restriction on disclosure, or (iv) is independently developed by Customer through no use of ResiDesk’s Confidential Information.
    2. Ownership.  Customer agrees that ResiDesk owns all of its Confidential Information provided to Customer and reserves all proprietary rights and interests, including all related Intellectual Property Rights, in its Confidential Information.  Customer agrees that any Confidential Information shared by ResiDesk under this Agreement will be used solely for the purpose of complying with the subject matter of this Agreement. 
    3. Non-Disclosure.  Customer will not, directly or indirectly, disclose, copy, distribute, share, access, demonstrate, republish, make derivatives of, or allow a third party to view, use or induce, or permit others to use any Confidential Information.  Customer may allow its employees for whom it is responsible, to use the Confidential Information solely on a need to know basis and only to the extent necessary for completion of the obligations under this Agreement.  Each employee must be contractually or otherwise bound to maintain the confidentiality of the Confidential Information.  Customer shall utilize at least the same degree of care to prevent unauthorized use or disclosure of the Confidential Information as it employs with respect to its own Confidential Information, but in any case no less than a reasonable degree of care.  These efforts shall include, at a minimum, maintaining security controls over reproduction and access to Confidential Information.
    4. Notice of Unauthorized Use.  If Customer becomes aware of any unauthorized use or disclosure of the Confidential Information, Customer must promptly notify ResiDesk in writing of all facts known to it concerning such unauthorized use or disclosure and assist ResiDesk in rectifying the disclosure.  A failure to provide notification under this provision constitutes a material breach of this Agreement.
    5. Return or Destruction of Confidential Information.  Unless otherwise authorized, upon the earlier of termination or expiration of this Agreement, or upon request of ResiDesk, Customer will promptly return or destroy the Confidential Information at the option of ResiDesk, consistent with industry best practices.  If ResiDesk requests the destruction of its Confidential Information, Customer will certify to ResiDesk that the destruction has been completed.
    6. Compelled Disclosure.  Customer may disclose Confidential Information pursuant to a legal, judicial or administrative requirement, if Customer gives ResiDesk reasonable prior written notice and sufficient time to enable ResiDesk to seek a protective order to prevent or limit disclosure, and so long as Customer cooperates with ResiDesk in such effort.  In the event Customer actually is required to disclose ResiDesk’s Confidential Information pursuant to a legal, judicial or administrative requirement, Customer shall only disclose the minimum Confidential Information necessary to comply with such requirement.
  4. PROTECTION OF CUSTOMER DATA.  ResiDesk will maintain reasonable physical, technical and administrative safety and security procedures and processes for any Customer Data stored in the Service, consistent with industry standards, and will comply with applicable laws regarding data privacy and security.  No data transmission over the Internet or a mobile device can be guaranteed to be 100% secure, and ResiDesk does not guarantee the security of Customer Data.
  5. Support and Maintenance.  ResiDesk shall provide ResiDesk’s standard support and maintenance services to Customer during the term for the Service as part of the Fees for the Service.
  6. GENERAL PROVISIONS.
    1. Applicable Law.  This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without reference to its conflict of laws principles.  All disputes arising under or relating to this Agreement shall be resolved exclusively in the federal and state courts located in Kings County, New York, and the parties waive any defense of lack of personal jurisdiction in any actions so brought, and waive all rights to bring or maintain an action in, or seek any change to, any other jurisdiction or venue.
    2. Use of Marks.  Customer shall not use ResiDesk’s names, logos, trademarks, tradenames or the like without ResiDesk’s express prior written consent.  ResiDesk may refer to Customer in any customer list, advertisement, press release, or other marketing materials.
    3. Assignment.  Neither party shall assign, in whole or in part, this Agreement or any rights or obligations hereunder to any other party, without the advanced written consent of an authorized representative of the other party.  Any such assignment without such advanced written consent is void.  Notwithstanding the foregoing, ResiDesk may assign the Agreement or any of its rights, benefits, warranties or obligations hereunder, in whole or in part, without the prior written consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of ResiDesk’s assets.
    4. Delay and Waiver.  Neither party’s delay in exercising or failure to exercise any of its respective rights hereunder, nor such party’s acquiescence in or waiver of a breach of any term, provision or condition of this Agreement, shall be deemed or construed to operate as a waiver of such party’s rights hereunder, except for the specific instance of delay, failure, acquiescence or waiver.
    5. Injunctive Relief.  The parties agree that any breach of Sections 1, 2, 3, 6, or 11 of this Agreement may cause irreparable injury and loss for which money damages may be inadequate.  Accordingly, Customer agrees that in the event of a breach or threatened breach of these sections, ResiDesk shall be entitled to seek immediate equitable and other provisional relief, including, without limitation, specific performance of this Agreement, a temporary restraining order, and/or preliminary and/or permanent injunction, as a remedy for such breach, in addition to all other remedies available to ResiDesk at law or in equity and without prejudice to any such other remedies and without the need to post bond or other security, or the need to prove actual damages.
    6. Force Majeure.  ResiDesk will not be liable for any failure or delay in performing any obligations under this Agreement due to circumstances beyond its reasonable control that prevent it from performing its obligations, including without limitation, acts of God, actions of government, fires, floods, earthquakes, other acts of nature, strikes or other labor disputes, civil disturbances, terrorist threats or acts, explosions, national emergencies, and power, communications, satellite, and network outages or failures.
    7. Relationship of Parties.  This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the parties; nor will either party hold itself out as an agent, partner, or joint venture party of the other party.  Both parties shall be, and shall act as, independent contractors.  Neither party shall have authority to create any obligation or make any commitments on the other party’s behalf.
    8. Entire Agreement.  This Agreement, including any Order Forms, constitutes the entire agreement between the parties with regard to Customer’s use of the Service and supersedes all prior or contemporaneous negotiations, discussions, understandings or agreements between the parties.  Neither party has relied upon any such prior or contemporaneous communications.  The parties agree that any amendment to this Agreement must be in writing and signed by the authorized representatives of both parties.  The parties agree that any term or condition stated in any Customer documentation is void. 
    9. Severability.  In the event a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and if the foregoing is not possible, such provision shall be severed from the Agreement.  All remaining provisions shall continue in full force and effect.
    10. Notice.  Except as otherwise set forth in this Agreement, all notices or communications related to this Agreement are to be sent in writing (i) by email transmission (with return receipt evidence); or (ii) by overnight mail courier service.  Any notice sent by electronic transmission shall be deemed delivered upon the date of successful transmission.  Any notice sent by overnight delivery will be deemed delivered upon receipt.  If the notice is sent on a weekend or holiday, the notice will be deemed received on the following business date.  All notices to ResiDesk under this Agreement must be in writing and sent to the following contact person (which information may be updated from time to the time by ResiDesk):

If to ResiDesk: ResiDesk, Inc.

Attn: Alexander Holman

188 Grand Street

New York, NY 11217

    1. Survival.  All provisions of this Agreement that by their nature are intended to extend beyond the expiration or termination of this Agreement for any reason, shall survive.
    2. Counterparts.  This Agreement may be executed in any number of counterparts, each of which is an original as against any party whose signature appears on such counterpart and all of which together constitute one and the same instrument.