HOA Messenger Terms of ServiceEffective Date: June 8, 2022

‍Mission: HOA Messenger’s Mission is to assist Homeowners Associations perform their administrative functions more effectively with an intuitive easy to use software solution. Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the hoamessenger.com website, the HOA Messenger mobile application, or the services offered through the HOAMessenger.com website or HOA Messenger mobile application (together, or individually, the "Service", the “App”) operated by HOA Station, Inc. (“HOA Messenger”, "us", "we", or "our").Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the Service.

‍This is a Binding Contract
‍By using our services, you’re agreeing to be bound by all the terms stated herein:This agreement constitutes a binding contract between the person that accepts this agreement and HOA Station, Inc., a Delaware Company doing business as HOA Messenger, having its registered address at 13217 Jamboree Rd., #287, Jamboree Road, Tustin, CA 92782.Your continued use of and/or access to the service will be deemed your conclusive acceptance of the terms of service.If you are an individual acting on a company’s or client’s behalf, you agree to and accept these terms on their behalf. If you are an individual using HOA Messenger’s service on behalf of a business entity such as a Homeowners Association, you represent that you are an authorized representative with the authority to bind that entity to this agreement, and that entity has agreed to be bound by this agreement. The term of this Agreement shall begin as of when User accepts this agreement, completes the sign-up process, or starts using HOA Messenger’s Services and shall continue until terminated in accordance with the Terms this Agreement.You’re free to stop using HOA Messenger’s Services at any time and HOA Messenger reserves the right to suspend or terminate your access to HOA Messenger’s Services if you violate HOA Messenger’s Terms of Service. Any provision of this Agreement that is reasonably necessary to accomplish or enforce the purpose of this Agreement or that expressly or by their nature extend beyond the termination of HOA Messenger’s Services shall service and remain in effect in accordance with its terms upon the termination of this Agreement. HOA Messenger may decide to discontinue its services in response to exceptional events or circumstances beyond the control of HOA Messenger, or to comply with a legal requirement. Should such an event occur, we will give your reasonable prior notice and will refund any fees paid in advance for which you haven’t received services for.Some of HOA Messenger’s Services may be free, but others may have costs associated. For those Services with associated costs, you agree to pay for such costs or related subscription fees. Some paid services have subscription fees that are charged in advanced on an annual basis or other recurring interval disclosed to you prior upon subscribing. HOA Messenger may change the price for recurring subscription fees with prior notice to you. Such price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe from the Service prior to the price change going into effect. Some of HOA Messenger’s paid services offer a free trial. If you are registered for a free trial, you may need to purchase use of the free trial’s associated service in order to retain any content provided to, or created through HOA Messenger after the free trial is over.Payments for HOA Messenger’s paid services will be billed in U.S. dollars, and your account will be charged upon purchase. If your payment information is not accurate, current, or complete, we may suspend or terminate your account.Your subscription to HOA Messenger will automatically renew at the end of the applicable subscription period, but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current applicable subscription period, and you will be able to access and use the applicable cancelled Service until the end of its subscription period. While subscription Services may be canceled at any time, HOA Messenger will not provide refunds or credits for costs incurred as a result of using its services.

‍Not Advice
‍HOA Messenger enables the storage of data that is of financial nature (e.g., bookkeeping, accounting, and other financial information). However, HOA Messenger’s services do not include the supply of any accounting, financial investment, legal or other professional advice. HOA Messenger is not an accounting or other professional services firm. HOA Messenger does not hold any licenses for the supply of any accounting, financial, investment, legal or other professional advice and none of HOA Messenger’s services shall be construed as including any such advice.

‍User Representations
‍In order to use HOA Messenger’s Services, all users agree to the following representations:User represents a Homeowners Association or similar organization located in the United States of America in an administrative officer or management role, and shall use HOA Messenger only for the purpose of fulfilling the administrative needs of a homeowners association or similar organization and not for any other purpose.User represents and warrants to HOA Messenger that it has the legal capacity and the legal authority to bind its organization to this Agreement. User acknowledges that acceptance of this Agreement constitutes acceptance by the Homeowners Association or similar organization or management firm of such organization(s).User Acknowledges that HOA Messenger may request additional documentation for identity verification at any time and user agrees to provide said documentation upon request. This documentation may include, but is not limited to:Government Issued identificationBusiness licenseOrganizational documents such as Articles of IncorporationUser acknowledges and understands HOA Messenger may suspend, disable, or change your HOA Messenger Account if HOA Messenger believes that your access credentials have been compromised, that you or someone using your HOA Messenger Account is a threat to the integrity of HOA Messenger’s services, or if HOA Messenger has another reasonable basis for doing so. User represents that they will use commercially reasonable efforts to prevent unauthorized use of HOA Messenger and immediately disable and terminate any unauthorized use.User represents that they are responsible for all use of their HOA Messenger account, and shall promptly notify HOA Messenger of any unauthorized use or access to HOA Messenger’s services.User acknowledges that HOA Messenger may suspend, disable, or change your HOA Messenger Account if HOA Messenger believes that your access credentials have been compromised, that you or someone using your HOA Messenger Account is a threat to the integrity of HOA Messenger’s services, or if HOA Messenger has another reasonable basis for doing so.

‍Correspondence with HOA Members/Residents or Vendors
‍HOA Messenger does not represent itself as a responsible party and users of HOA Messenger’s understand the following:Users and the organizations they represent shall hold themselves out as the sole responsible parties vis-a-vis Homeowner, HOA Member, or Vendor in relation to the organization’s services or function, and organization will in no manner represent that HOA Messenger is a guarantor or responsible party for those services or otherwise involve HOA Messenger in a Homeowner, HOA Member, vendor, or other third party dispute relating to the transaction, delivery, or functioning of its services.Users of HOA Messenger’s Services are responsible for all customer service issues relating to their organization’s services. In performing customer service for their organization, users will always represent themselves as a separate entity from HOA Messenger. If you constituent’s payment is rejected or returned for any reason, HOA Messenger will not be liable for any fees.

‍Electronic Communications
‍By accepting this agreement, users agree that HOA Messenger can provide all communications, agreements, documents, notices, and disclosures required by Law and other information related to your HOA Messenger Account electronically, by email sent to the address listed in your HOA Messenger Account registration, by emailing you a link or instructions on how to access them on a website, or (if permitted by law) by posting them on our website. You are responsible for ensuring that your contact information is kept up to date, including your primary email address. If HOA Messenger sends you an electronic communication but you do not receive it because our record of your primary email address is incorrect, blocked by your service provider, or you are otherwise unable to receive electronic communications, HOA Messenger will be deemed to have provided the Communication to you.

‍User Consent & Accuracy of Information
‍We understand that Homeowners Associations deal with sensitive information, and when you use HOA Messenger’s Services you’ll likely provide us with things such as files, messages, contact information, and so on. Your stuff is yours and these terms do not give HOA Messenger any rights to your stuff except for the limited rights that enable us to offer our services. In order for HOA Messenger to provide its services, we need your permission to do things like hosting your stuff, backing it up, and sharing it when you ask us to. Therefore:User agrees that all information it provides to HOA Messenger shall be complete and accurate, and user shall promptly correct any errors in the information provided to HOA Messenger. HOA Messenger will use the user data it is provided in performing the services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness, or completeness of user data. If we believe that the information provided by a user is not complete and accurate, we may deny your use of HOA Messenger, at our option, and close your HOA Messenger Account.User understands that HOA Messenger may from time to time be required to verify a User’s identity as a requirement to allow use HOA Messenger’s services. Should the verification of a User’s identity be required to allow use of HOA Messenger’s services, User agrees that HOA Messenger is authorized, either directly or through third parties, to make any inquiries and conduct any investigation necessary to verify a User’s identity. If we cannot verify a User’s identity when it’s required to provide HOA Messenger’s services, HOA Messenger may terminate your HOA Messenger Account.Users of HOA Messenger’s Bookkeeping Services agree that HOA Messenger may establish a persistent connection to remotely access, view, and edit the details in the Accounting Section of HOA Messenger through use of your HOA’s assigned co-manager code. Users have the ability to termite the persistent connection by deactivating HOA Messenger’s Assigned Bookkeeper through the co-manager feature.

‍Data
‍HOA Messenger will take reasonable steps to help protect user data. However, User understands and agrees that such steps to not guarantee that HOA Messenger’s Services are invulnerable to all security breaches or immune from viruses, security threats, or other vulnerabilities. HOA Messenger reserves the right to cooperate with local, state and federal authorities in investigations of improper or unlawful activities and this may require the disclosure of Customer’s personal information. HOA Messenger may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.

‍Third Party Services
‍HOA Messenger may include information about offers for third party services or products or allow you to access or connect your account to third party services or products. However, HOA Messenger does not warrant, and is not responsible for the services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with the third-party services and product provisions. HOA Messenger may be compensated by those third parties, which could impact whether, how, and where the services are displayed.

‍Acceptable Use Policy
‍Services may not be used for individual Consumer use. User must be a Homeowners Association, an authorized representative for a Homeowners Association, a resident of a Homeowners Association set up by a Homeowners Association or an authorized representative, or a vendor who provides services to homeowners associations. HOA Messenger reserves the right to decline to provide services, suspend, or terminate use of its services if it’s determined that HOA Messenger is not being used for its intended purpose, which is to assist homeowners associations with their administrative functions.Users of HOA Messenger’s services shall not supply any data to HOA Messenger that a user does not have the lawful right to copy, transmit, distribute or display (including any data that would violate any confidentiality or fiduciary obligations that the user might have). Any use of HOA Messenger’s services shall comply with all applicable federal, state, and local law.

‍“As is” Statement
‍We strive to provide a great service, but there are some things that we cannot guarantee. Therefore, HOA Messenger, its affiliates, suppliers, and distributers make no warranties, either expressed or implied, about the services. HOA Messenger’s services and all material or content available through its services are provided “AS IS”, “AS AVAILABLE”, with all faults and without warranties, representations, or conditions of any kind.

‍Banking Services, Payments Services, & Financial Transactions
‍Users acknowledge that HOA Messenger is not a bank and does not itself provide any banking services. HOA Messenger does not take possession of or hold any money or monetary value for transmission and User’s bank is the party with sole responsibility for conducting the settlement of funds between Users, HOA Members or similar customer, or Vendors. However, HOA Messenger’s services are integrated with certain third-party services that link to user’s bank(s) or the bank(s) for the organization(s) that users represent. Third party services may have their own terms of service which you may be required to enter into to use HOA Messengers services.Users acknowledge that HOA Messenger is not a payment processor and does not itself conduct payment processing. However, HOA Messenger’s services are integrated with certain third-party services that can process payments on you or your organization’s behalf. These third-party services allow you to accept, from HOA Homeowners or other similar customers, card payments and electronic bank account payments over the Automated Clearing House (ACH) Network. Third party services may have their own terms of service which you may be required to enter into in to use HOA Messengers services.Users acknowledge that HOA Messenger shall not perform any financial transactions for a user. However, Users may use HOA Messenger to communicate instructions to a third-party service who may perform a financial transaction on a User’s behalf.

‍Recurring Payments
‍By agreeing to these terms, you authorize HOA Messenger to make one or more Recurring Payment(s) to recipients you may identify for this purpose in your use of HOA Messenger (this feature is optional); you are not required to make recurring payments to use HOA Messenger. Making recurring payments requires your payment information such as, but not limited to, credit card information or banking information, to be valid and up to date. If the payment information associated with a recurring payment is or becomes invalid or outdated then HOA Messenger will not be able to make your scheduled recurring payments and may cancel any future recurring payments that use any invalid or outdated payment information. Your authorization of HOA Messenger to make recurring payments will remain in effect until you revoke your authorization to HOA Messenger to make any recurring payment you have authorized.

‍HOA Messenger Bookkeeping Service
‍HOA Messenger can provide user’s HOA with assistance reconciling its bank accounts on a monthly basis under the following conditions:User’s HOA must have up to date financial statements. Financial statements are considered up to date if they are reconciled up to month prior to the date for which HOA Messenger starts performing bookkeeping services for your HOA.If user’s HOA does not have up to date financials, then HOA Messenger can catch your HOA’s bookkeeping from the beginning of your HOA’s current fiscal year up to the present proceeding month if a $199.00 set-up fee is paid to HOA Messenger first. HOA Messenger will not review or make any assurances that financials from fiscal years prior to the current fiscal year are accurate.User agrees to provide any business documents are required to reconcile its bank accounts on a monthly basis. Required business documents may include, but are not limited to, bank statements, tax returns, etc.The scope of HOA Messenger’s bookkeeping services may be limited, and the scope of services may be adjusted from time to time the sole discretion of HOA Messenger.Prior to use of HOA Messenger’s Bookkeeping Service, User agrees to the following:User is required to connect their HOA’s Operating and Reserve Bank Accounts to HOA Messenger’s Accounting Feature Section.User is required to provide HOA Messenger with the co-manager code to the Association for which Bookkeeping Services are being provided and authorizes HOA Messenger to access the HOA for which Bookkeeping Services are being provided so that Bookkeeping Services can be performed by HOA Messenger. User is responsible for responding to HOA Messenger communications and requests for information and is responsible for reviewing information provided or prepared by HOA Messenger promptly and reasonably in advance of commencing and during the Bookkeeping Setup Process.

‍HOA Messenger Customer Service and Bookkeeping Service Appointment Requirement
‍Users are required to schedule an appointment with HOA Messenger prior to commencing use of the HOA Messenger bookkeeping service. The purpose of this appointment is to determine whether a User’s HOA qualifies as an appropriate candidate to receive these HOA Messenger bookkeeping service. Qualification is determined by HOA Messenger at its sole discretion. Appointments shall take place electronically via a video conferencing software such as, but not limited to, Zoom. Users of HOA Messenger who are in need of customer support are required to schedule an appointment, which shall take place electronically via a video conferencing software or through electronic means such as email, messaging, or telephone.

‍What HOA Messenger’s Bookkeeping Services does not include
‍The scope of HOA Messenger’s bookkeeping service is limited and does not include the following:HOA Messenger is not a business consulting service and shall not be relied upon to make any management decisions or perform any management functions. HOA Messenger does not provide operational advice. HOA Messenger does not prepare 1099s or tax documentation.HOA Messenger does not prepare taxes or assist with tax preparation.HOA Messenger does not invoice HOA Members/Residents directly. HOA Messenger is not a collections service and does not offer receivables collections services.HOA Messenger does not provide Accounts Receivables or Accounts Payables services.

‍Service Limitations
‍The scope of HOA Messenger’s bookkeeping service is limited, and all Users shall agree to the following:User understands and agrees that HOA Messenger shall not be relied upon to identify and ensure that User’s HOA complies with any laws or regulations applicable to its activities.User understands and agrees that HOA Messenger shall not be relied upon to identify, detect, or disclose any errors, fraud, theft, illegal acts, or wrongdoing, nor shall HOA Messenger be relied upon to implement programs intended to identify, detect, or disclose any errors, fraud, theft, illegal acts, or wrongdoing.User understands that HOA Messenger shall not be relied upon to design, implement, or maintain the internal control system for User’s HOA(s), including those relevant to bookkeeping process and monitoring of ongoing activities. User understands that HOA Messenger shall not be relied upon to identify and communicate deficient or material weakness in a HOA’s internal control system.User understands that HOA Messenger shall not be relied upon to audit, review, or compile financial statements or relied upon to ensure HOA records and information are complete, accurate, or safeguarded.User understands that HOA Messenger shall not be relied upon to prepare or submit any auditor’s or accountant’s report. User understands that HOA Messenger will not be liable in any way if HOA Messenger’s Bookkeeping Services cannot be performed completely or accurately because of anything not reasonably within our control, including inaccurate or incomplete information provided by you. We are also not responsible for any errors resulting from you modifying the books within the HOA Messenger Accounting Feature. If any error occurs in in the performing of Bookkeeping services, HOA Messenger’s only responsibility will be to correct the error from within HOA Messenger’s Accounting feature for the month the error occurred.

‍Termination
‍Your HOA Messenger Account or this Agreement may be terminated under the following conditions:You may terminate your account at any time by contacting customer support and requesting that we disable your account.We may terminate this Agreement and terminate the Service for any reason or without Cause. However, in most circumstances termination of this Agreement or termination of your access to HOA Messenger’s Services will only occur if you have violated any of HOA Messenger’s Policies or have violated any of the terms set forth in this Agreement. HOA Messenger, in its sole discretion and without notice, restrict, deny, or terminate this agreement, or suspend Service effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our services or systems, or if you fail to comply with this agreement or if you no longer agree to receive electronic communications. Upon termination, you must immediately stop using the Services. HOA Messenger will not be held liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of its Services. Any termination of this agreement does not relieve you have any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to HOA Messenger as provided in this Agreement.

‍Arbitration NoticeYou and HOA Messenger agree that any claims, disputes, or disagreements arising out of use of HOA Messenger’s services or that relate in any way to the HOA Messenger Platform or to these Terms of Service shall be resolved through final and binding arbitration by a single arbitrator, which shall take place in Orange County California USA. By entering into this agreement, you and HOA Messenger are each waiving the right to a trial by jury or and that each may bring claims only in their individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

‍Indemnification
‍If someone sues us because you use HOA Messenger’s services in a manner that is unlawful or if you do not follow our rules, you will be responsible for any resulting harm to us. You agree to indemnify and hold harmless HOA Messenger, its employees, officers, directors, suppliers, third party services, or other users of HOA Messenger’s services against any and all liability for any losses damages, judgements, fines, costs and expenses in connection with any claims that arise out of or relating to your unlawful or unauthorized use of HOA Messenger or violation of this Agreement. HOA Messenger reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You further agree to cooperate in a manner that is reasonable as requested by HOA Messenger in the defense of any claims.

‍Limited LiabilityIn no event shall HOA Messenger be liable to user for any special, indirect, incidental, punitive, or consequential damages, lost savings, profits, data, use, goodwill, or business interruption even if notified in advance of such possibility, or personal property damage arising out of or in any way connected to this agreement.

‍FeedbackHOA Messenger may use feedback from its users to improve its services and users who provide any feedback to HOA Messenger will not be due any compensation or royalty related to the product or service that incorporates the feedback. Moreover, you grant HOAs Messenger a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to HOA Messenger, in any way.

‍Disclosure of Confidential InformationEach party acknowledges that it may directly or indirectly disclose confidential information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential information disclosed hereunder shall remain the sole property of the disclosing party, and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such confidential information with the same degree of care and security as it treats most confidential information. Each party may disclose such confidential information to employees and agents who require such knowledge to perform services under this Agreement.

‍No WarrantiesHOA Messenger’s services may contain links to websites not operating by HOA Messenger, and HOA Messenger is not responsible for the content, products, materials, or practices of such websites. Such websites may operate under different terms and it is the users responsibility to review the privacy policies and terms and conditions of these websites. Therefore, the user agrees that in no event will HOA Messenger be liable to the user in connection with any third-party service.User acknowledges that HOA Messenger’s services does not include provided professional services such as accounting, financial, legal, or other professional advice., and none of the services shall be construes as including any such advice.

‍Customer RelationshipUser agrees that its relationship to HOA Messenger is that of an independent contractor, and neither party is an agent or partner of the other. User will not have, and will not represent that any third party that it has any authority to act on behalf of HOA Messenger.User agrees that by accepting the terms of this Agreement or use of HOA Messenger does not create a joint venture, partnership, employment or agency relationship with HOA Messenger.

‍No Waivers
‍HOA Messenger’s failure to enforce a provision of these terms is not a waiver of its right to do so later.

‍Modifications
‍HOA Messenger has the right to modify these terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the service that HOA Messenger in its sole discretion deem to be reasonable in the circumstances. If you do not agree to such modifications, please cancel your account before they become effective. However, any use of the Service after the publication of any such changes shall constitute your agreement to be bound by the revise terms.

‍Software License & Use
‍The content, information, software, text, displays, images, video, audio, and the design, selection, and arrangement thereof are owned by HOA Messenger and are protected by intellectual property or proprietary rights laws. Therefore, you are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works from, decompiling, reverse engineering, disassembling, transferring, or using HOA Messenger’s services or the content of any other materials available on or through HOA Messenger’s services for any purpose, except you may make print copies of the content for your own benefit and internal business needs, but not for distribution to others. You also agree that your use of HOA Messenger’s services is voluntary, non-assignable, and non-transferable.

‍Severability
If a court voids a term of this agreement, the other terms will not be affected. If any provision of this agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed, and the remaining provisions will remain in full force and effect.

‍Governing Law
‍These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions.

‍Communications
‍By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

‍Contact Us
‍If you have any questions about these Terms, please contact us by sending an email to hello@hoamessenger.com