1. Initial provisions
1.1 These Multi-Property Product Specific Terms form an integral part of the Order Form which refers to these terms and shall be read in conjunction with such Order Form and the governing Master Agreement, as defined in the Order Form.
1.2 Capitalized words not defined in these Multi-Property Product Specific Terms shall have the meaning ascribed to such words in the applicable Order Form or Master Agreement. In these Multi-Property Product Specific Terms, unless the context requires otherwise, the words and expressions set out in herein shall have the meaning ascribed to them herein:
1.2.1 “Claims” mean any third-party claims, demands, suits or proceedings.
1.2.2 “SSO Data” means all electronic data submitted by or on behalf of Company or Partners to the SSO module.
1.2.3 “Documentation” means user guides and other end user documentation applicable to the SSO module, as may be updated from time to time, including without limitation the materials available at https://support.okta.com, and the ‘Trust and Compliance’ Documentation available at https://www.okta.com/trustandcompliance.
1.2.4 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.
1.2.5 “Multi-Property Product” is a product comprising of two distinct modules, the Multi-Property module, and the SSO module, which can be purchased from Mews by the Company either together or individually based on the Order Form
1.2.6 “Multi-Property module” is a set of functions that facilitate the efficient management of Facilities (properties).
1.2.7 “Multi-Property Product Specific Terms” mean these Multi-Property Product Specific Terms.
1.2.8 “Order Form” a contract pursuant to which the Company purchases the Multi-Property Product from Mews.
1.2.9 “SSO module” is a solution that enables an external user directory to connect to Mews in order to authenticate users with a specific credential.
1.2.10 “SSO Users” means individuals (including non-human devices, such as applications or services) who are authorized by Company to use the SSO module, for whom a subscription to the SSO module has been procured. SSO Users may include, for example, Company ’s and Partner’s employees, consultants, external users, contractors.
2. SSO module
2.1 This Section 2 (SSO MODULE) shall apply exclusively to the SSO module.
2.2 Company shall be responsible for all activities conducted under its and its SSO Users’ logins to the SSO module. Company shall use the SSO module in compliance with these Multi-Property Product Specific Terms, the applicable Order Form, Master Agreement, Documentation, and all applicable laws and shall not: (i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the SSO module, or any part thereof, or make it available to anyone other than its SSO Users; (ii) send or store in the SSO module any personal health information, credit card data, personal financial data or other sensitive data that may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards (if applicable); (iii) send or store infringing or unlawful material in connection with the SSO module; (iv) send or store Malicious Code to the SSO module; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the SSO module or the data contained therein; (vi) modify, copy or create derivative works based on the SSO module, or any portion thereof; (vii) access the SSO module for the purpose of building a competitive product or service or copying its features or user interface; (viii) delete, alter, add to or fail to reproduce in and on the SSO module the name of Okta (or any other displayed name) and any copyright or other notices appearing in or on the SSO module or which may be required at any time.
2.3 Any use of the SSO module in breach of these Multi-Property Product Specific Terms, Master Agreement, Documentation or Order Form by Company, Partners or SSO Users that in Mews’ judgment threatens the security, integrity or availability of the SSO module may result in Mews’ immediate suspension of all accesses to the SSO module.
2.4 Mews operates a HelpDesk 24/7. The Company and the Partner may contact Helpdesk in connection with the SSO module either by sending an email to firstname.lastname@example.org or through the help window within the Mews Platform. The Service Level Agreement available at https://www.mews.com/en/service-level-agreement shall not apply to the SSO module.
2.5 The Company acknowledges that (i) the SSO module may only be established and utilized with respect to the specific domain name, and therefore, all access rights and administration rights associated with the use of SSO module shall be managed by the Company (ii) the SSO account can only be deleted at the Company level, not for each individual Facility (property).
2.6 Company will defend Mews from any and all Claims brought against Mews or its sub-contractors alleging a violation of a third party’s rights arising from Company 's provision or use of the SSO Data. The Company will indemnify Mews for all damages, costs, reasonable attorneys’ fees finally awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Company s, in connection with such Claims.
3. Multi-property module
3.1 This Section 3 (MULTI-PROPERTY MODULE) shall apply exclusively to the Multi-Property module.
3.2 The Company shall be obliged to determine the configuration of the Multi-Property module (the data visibility, access rights, and other administrative privileges for all users of the Multi-Property module), and shall also have the discretion to designate the Facilities (properties) that will be managed through it. The Company shall provide written notification to Mews at least one (1) month in advance by means to be determined and notified by Mews at its sole discretion, in relation to (i) the configuration of the Multi-Property module as desired by the Company , (ii) the inclusion of a Facility (property) into the Multi-Property module, and (iii) the removal of a Facility (property) from the Multi-Property module..
3.3 The Company acknowledges that it is permissible to include the Facility (property) in the Multi-Property module, provided that it has been fully onboarded. For the Facility (property) to be considered fully onboarded, the following conditions must be satisfied concurrently: (i) execution of the order form for Mews Services by Mews and the Partner concerning the pertinent Facility, and (ii) successful completion of the KYC verification by the Partner.
3.4 The Company hereby represents and warrants that it possesses the authority to establish access rights, regulate data visibility, and administer other rights for all users in the Multi-Property module, including users of the respective Facility (property). The Company shall be liable for any damage caused in relation to the configuration of the Multi-Property module according to the previous sentence.
3.5 The Company hereby represents and warrants that it disposes with applicable legal basis for processing of personal data of Guests and any third parties (the “Data Subjects”) within the Multi-Property module by Mews. The Company hereby agrees to obtain the consent of the Data Subjects with the processing of data subject’s personal data in Multi-Property module by Mews, whenever necessary.
3.6 In the Multi-Property module, the Company and the Partners share with each other and jointly process personal data of Data Subjects. The Company is solely responsible for ensuring that the processing of personal data of Data Subjects in Multi-Property module is compliant with applicable data protection legislation and that Multi-Property Partner has appropriate agreements in palace to cover the data sharing in Multi-Property module.
3.7 The Company shall be ultimately responsible and liable towards Mews and shall indemnify Mews for any claims or damages arising out or related to the missing or insufficient legal basis for processing of personal data or arising out or related to data sharing agreements based on which the Company allows Mews to process personal data of Data Subjects in the Multi-Property module.
3.8 The Company shall fulfil all information duties towards the Data Subjects required under applicable data privacy laws and regulations, mainly, but not limited to inform the Data Subjects about processing of their personal data by Mews for the purpose of provision of Multi-Property module, about scope of such processed personal data and applicable legal basis for such processing of personal data.
3.9 The Company acknowledges and agrees that if the Company or the Partner, whose Facility (Property) is managed through the Multi-Property module, needs to divide and separate the data from the Multi-Property module due to any reason, such action shall not affect the historical data, meaning the data already included in the Multi-Property module. The Multi-Property module does not have a feature that would enable data division and separation per Facility (property) once included in the Multi-Property module. Mews can provide the Partner with the data belonging to the concrete Partner upon written request of the Partner, provided that the Partner clearly identifies the data that should be subject to the division and separation. The same limitation applies with respect to the deletion of personal data.
4. Final provisions
4.1 The Company acknowledges and agrees that the Multi-Property Product is considered the 'Mews Service,' as defined in the Master Terms and Conditions. The Master Terms and Conditions shall apply to the use of the Multi-Property Product, and in case of any discrepancies between the Multi-Property Product Specific Terms and the Master Terms and Conditions, the Multi-Property Product Specific Terms shall prevail. The Company explicitly agrees that Section 8.2 (No warranty) and Section 9 (Liability) shall apply to the Multi-Property Product.
4.2 Mews reserves the right to modify these Multi-Property Product Specific Terms at any time, and will notify the Company at least 30 days prior to the changes taking effect. In case a change is required by applicable law, the notice period may be shortened at Mews' discretion. If the Company disagrees with the revised terms, it must notify Mews in writing and may terminate the applicable Order Form. This termination may occur on (i) the day the revised terms take effect or (ii) within 30 days of receiving notification, depending on which is later. Failure to provide a termination notice before the specified deadline means the Company will no longer have the right to terminate the applicable Order Form according to this clause.