1. IMPORTANT NOTICES
(c) THIS AGREEMENT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER. WHERE PERMITTED BY LAW, YOU UNDERSTAND AND AGREE TO SUBMIT TO ARBITRATION PROCEEDINGS TO SETTLE ANY DISPUTES HEREUNDER, THAT SUCH ARBITRATION WILL BE IN LIEU OF LITIGATION, AND EACH PARTY HEREBY WAIVES THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL IN FAVOR OF THE ARBITRATION PROCEEDING EXCEPT AS PERMITTED UNDER THIS AGREEMENT.
2. SERVICES SUMMARY
(a) Manage payments so that:
(b) Identify tenants including:
(c) Manage maintenance by:
(d) List properties online providing:
(e) Unlimited Support.
3. LICENSE GRANT; LIMITATIONS
(a) Subject to the terms of this Agreement, we hereby grant you a limited, terminable, non-sublicensable, non-transferable, non-exclusive right to access and use the Services that are intended for public display or access, on a personal computer or mobile device owned or controlled by you. This license may be further limited by the applicable terms of service of the mobile app store from which you downloaded any mobile application used to access the Services, and the specific usage rules set forth therein. Any rights not explicitly granted in this Agreement are strictly withheld and reserved by us.
(b) You agree that (i) except in your normal use of the Services, you will not copy or distribute any part of the Services in any medium without our prior written authorization; (ii) you will not alter or modify any part of the Services other than as is necessary to use the Services for their intended purposes; and (iii) you will otherwise comply with this Agreement.
(c) We shall have no obligation to support your use of the Services in the event that: (i) you modify the Services (or any component thereof) without our prior written consent; (ii) you experience any error caused in whole or in part by persons other than us (including without limitation, your failure to properly enter or transmit data); or (iii) you experience any error caused in whole or in part by your use of the Services in association with operating environments and platforms other than those that we support.
(d) You shall procure, install and maintain all client-side equipment, data plans, Internet connections and other hardware necessary for you to connect to and access the Services. We are not responsible for equipment defects, lack of service, or other issues arising from third party services or equipment. You are responsible for all applicable data plan fees, subscription charges or other fees of any kind whatsoever that may be required by your carrier in order to access the Services.
(e) You acknowledge that we are not a real estate agent or broker. We don’t screen properties or listings or offer any guarantee or advice regarding the suitability of properties, landlords, or potential tenants.
4. ACCOUNT REGISTRATION
(b) Registration. You may register for an account with us by providing the information requested during our registration process. Your registration will give you access to: i) our landlord Services to manage rentals, receive payments screen applicants, manage maintenance requests, and list properties; ii) tenant Services and documents required for applying for and entering into apartment rentals, iii) offers for products and services from our marketing partners, and iv) any additional features we may develop for registered Members. You warrant that any information you provide to us about yourself and/or your financial accounts is true, accurate, current and complete. You agree to keep all such information up to date and accurate. You may not register an account for anyone but yourself. You agree not to misrepresent your identity, your Personal Data or any information concerning accounts with third parties.
(c) Eligibility Requirements. Some parts or all of the Services may not be available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend those eligibility requirements at any time. You are not eligible to use the Services if doing so would violate any applicable law or regulation, including but not limited to U.S. export controls or restrictions.
(d) Age Requirements. You must be over the age of 18 to register an account to use the Services. By registering an account or using the Services, you represent that you meet this minimum age requirement. In any case, you affirm that you are over the age of 13, as the Services are not intended for use by anyone under 13. If you are under 13 years of age, then please do not use the Services without the consent of your parent or guardian. Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet Services provider for more information.
5. CREDENTIALS SECURITY
(b) If you are registered with a Member account for the Services, you agree to keep your Credentials for login to the Services confidential and secure. You are responsible for controlling the access to and use of your account. You understand and agree that we assume that instructions we receive from your account are authoritative, and that we should act upon such instructions. We are not responsible for any unauthorized access to your account or profile or the ramifications of such access, and we are not required to take action to disable any account. You agree that you will not bring any action against us arising out of or related to any claimed unauthorized access using your account Credentials. Your use of any UserID or Credentials other than as provided in this Agreement shall be considered a breach of this Agreement by you.
(c) Notwithstanding the foregoing, if we believe that there has been an unauthorized access to your account, we may take reasonable actions to disable or lock your account, or otherwise address your situation.
6. ADDITIONAL SERVICES TERMS
(a) Some of our Services may be subject to additional terms and conditions (“Additional Terms”). For example, we may offer promotions through the Services which may be governed by separate rules, restrictions and eligibility requirements. We will alert you upon your use of any Services that are subject to Additional Terms, and you agree to read and assent to such Additional Terms prior to such use. If there is a conflict between the relevant Additional Terms and this Agreement, this Agreement will control.
(b) The technology we use to provide you with promotional offers is proprietary and, in finding those offers for you, we may elect to consider, ignore, emphasize, or de-emphasize certain relevant factors in our sole discretion. We do not guarantee that you will be presented with offers for any particular types of products or services or that you will meet the approval criteria for any particular offer. It is always your choice whether or not to apply for an offered product or service, and we will never submit an application for a financial product or service on your behalf without your express consent.
(c) To the extent that the Services incorporate any third-party products, then, in addition to the terms set forth herein, you must comply with any additional terms, restrictions or limitations applicable to such third-party products. We have the right to subcontract performance of hosting, credit card and payment processing and other services.
(d) The Services may offer features that are available to you via our mobile applications or websites. Standard messaging, data and other fees may be charged by your carrier. By using the mobile features, you agree that we may send communications to your mobile device and collect information from your device.
(f) If you are a RentRedi Member and also have a “Pro Xtra®” member account with our third-party partner, Home Depot and If you do not have the capability to register in ProXtra in accordance with the attached enrollment guide and you are a RentRedi Member with a “ProXtra®” member account and registered forms of payment with our third-party partner, Home Depot, then you hereby agree and grant your permission for Home Depot to assign the RentRedi agreement code (“Agreement Code”) provided the account is not tied to another Home Depot ProXtra program.
(g) We may provide you and others with the opportunity, through forums, blogs, review pages or other communications functionality to submit to us certain content, suggestions, information, ideas, comments, promotions, documents, questions, notes, plans, drawings, proposals, photographs, graphics, text, information, links, profiles, Personal Data, name, likeness, audio, photos, software, music, sounds, video, messages, posts, tags or similar materials (“User Content”) for display, distribution or publication on the Services.
(h) By submitting, posting or displaying User Content on or through the Services, you grant us a non-exclusive, transferable, unlimited, worldwide, irrevocable, sub-licensable and royalty-free license to publish, host, copy, distribute, modify, create derivative works from, reproduce, display, perform, transmit, process or otherwise use in any manner whatsoever and in all formats or distribution methods now known or developed hereafter, all or any portion of your User Content for the purposes of providing, optimizing, improving and promoting our Services. You agree this license includes the right to use your name, persona and likeness included in any User Content in connection with delivering the Services, without any obligation or compensation to you. You further agree this license includes the right for us to publish your User Content in a searchable format that may be accessed by other users of the Services.
(i) You are solely responsible for any User Content you view, submit, post, or display via the Services. We do not endorse, represent, or guarantee the completeness, accuracy, reliability or usefulness of any User Content. You further acknowledge that we may (but have no obligation to) review, monitor, edit, control, distribute, refuse to distribute, block access, re-format, alter, distort, delete or remove User Content in order to satisfy any applicable law, enforce this Agreement, or protect ours or third-party rights, property or safety in our sole discretion. You acknowledge that except to the extent that we process and store your User Content as part of the Services, we are under no obligation to maintain any User Content that you submit, post or make available to the Services. We reserve the right to withhold, remove and or discard any such materials at any time. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH USER CONTENT, AND YOUR RELIANCE ON ANY INFORMATION CONTAINED THEREIN IS AT YOUR OWN RISK.
(a) You agree that you will not distribute, upload, make available or otherwise publish through the Services any User Content that:
● is unlawful or encourage another to engage in anything unlawful;
● contains a virus or any other similar malicious software that may damage the operation of our or another’s computers;
● infringes upon any copyright, patent, trademark, trade secret, right of privacy, right of publicity or other right of any person or entity;
● is false, inaccurate, fraudulent or misleading; or
● is libelous, defamatory, obscene, inappropriate, abusing, harassing, threatening or bullying.
(b) You further agree that you will not do any of the following:
● modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Services;
● interfere with or disrupt the operation of the Services, including restricting or inhibiting any other person from using the Services by means of hacking or defacing;
● transmit to or make available in connection with the Services any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
● attempt to probe, scan or test the vulnerability of the Services or to breach our security or authentication measures;
● take any action that imposes an unreasonable or disproportionately large load on our infrastructure, as determined in our sole discretion;
● harvest or collect the email addresses or other Personal Data of other users of the Services;
● scrape or collect any content from the Services via automated means;
● submit or post false, incomplete or misleading information to the Services, or otherwise provide such information to us;
● register for more than one user account; or,
● impersonate any other person, entity or business.
(c) You agree that you are not licensed or permitted to access any portion of the Services that we have not made public or accessible to users (whether registered or not), and you may not attempt to override any security measures in place on the Services.
(a) You are not permitted to access or use the Services in any jurisdiction or country where such access or use would be contrary to the law or regulation of that jurisdiction or which would subject us to the laws of, or any registration requirement with, such jurisdiction. We control and operate the Services from the United States and we make no representations or warranties that the content or products provided through the Services, or any User Content is appropriate for access or use in other jurisdictions. We reserve the right to limit the availability of the Services to any person, geographic area or jurisdiction at any time and in our sole discretion.
(b) Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your access to the Services shall not be limited to violations of this Restrictions section.
(a) Access to or use of certain features of the Services and engaging in Transactions may require your payment of fees (“Fees”). Verification of your information may be required prior to the acknowledgment or completion of any Transaction. We may use a third-party payment processor (the “Payment Processor”) to charge Fees to you through your registered account for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors made by the Payment Processor. You agree to pay us, through the Payment Processor, any charges for Transactions made by you, and you authorize us, through the Payment Processor, to charge your chosen payment method (“Payment Method”). You represent and warrant that you have the legal right to use any Payment Method that you have used in connection with any Transaction.
(b) WE MAY SUBMIT TRANSACTIONAL CHARGES TO YOU WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT.
(c) Your account will be considered delinquent if payment in full is not successful when a charge is initiated. Amounts due are exclusive of all applicable taxes, levies, or duties, and you will be responsible for payment of all such amounts. If you believe that any specific charge under this Agreement is incorrect, in order to obtain a credit, you must contact us in writing within thirty (30) days after the Transaction, and set forth the nature and amount of the requested correction. Otherwise, charges are final.
(d) In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Services and/or terminate this Agreement if your Payment Method is declined or fails and your account therefore is delinquent. Charges to delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs.
(e) We may refuse to process requested Transactions if we believe that you may be: i) impersonating another person; ii) violating the intellectual property or other rights of any entity; or iii) committing any fraudulent act; or iv) providing any information that we may otherwise reject for any or no reason in our sole discretion.
(f) If you wish to cancel your account and use of the Services, you may do so at any time through your account. Any charges incurred prior to cancellation are non-refundable.
3. ELECTRONIC COMMUNICATIONS; TRANSACTIONS
4. CREDIT CHECKS AND REPORTING
(a) If you are a landlord requesting a credit report or a background check from a prospective tenant, you certify that you are making such request, and will use such report for the purpose of your own evaluation of the prospective tenant in connection with that tenant’s rental application and for no other purpose. If you are a tenant ordering a credit report or background check report, you certify that you are ordering such report, and will use such report, for the purpose of furnishing the report to a prospective landlord in connection with your rental application and for no other purpose.
(b) You acknowledge and agree that we are not a credit bureau and do not control the contents of credit reports, background checks and other products for screening including any reports obtained through the Services. You agree that we are not responsible for the contents of any credit report, background check or credit score, whether correct or incorrect. To dispute the contents of the foregoing, please contact the appropriate third-party vendor that issued the report.
5. LANDLORD AND TENANT RELATIONSHIP
(a) If you are a landlord, you represent and warrant that you are in compliance with all federal and state laws with respect to (a) your decision to accept or deny a tenant for a particular rental property and (b) postings and other rental property information. You further represent and warrant that all information provided to the Services, including, without limitation, the rental property information, is true and accurate and does not violate any federal, state, local or international law or regulation.
(b) If you are a tenant, you represent and warrant that all information provided to the Services, including, without limitation tenant application information and background check information, is true and accurate and does not violate any federal, state, local or international law or regulation.
(c) You acknowledge that we do not verify the identity or accuracy of any information provided to the Service nor do we warrant the accuracy, completeness or usefulness of any of the information provided via the Service.
(d) For the avoidance of doubt, any disputes between a landlord and tenant with respect to damages to a rental property or security deposits shall be resolved outside of the Services. We do not have control of, or assume any liability for actions of users of the Services, including, but not limited to the use of a rental property or the assessment of damages to a rental property. We do not guarantee security deposits.
(e) The Services may include tools for online leasing or other services to allow users to communicate, send maintenance requests, notices, and payments with each other and enter into rental agreements or other transactions. Such tools are used at your discretion and risk and we are not responsible for any respective misuse or wrongful dealings.
(f) We are not a party to any rental or other agreement or contract between landlords, tenants or maintenance personnel. Liability and enforcement of such agreements are left to the such landlords, tenants or maintenance personnel individually and solely. No notices or related documents are legally reviewed or tailored to any specific geographical boundary, and all landlords, tenants or maintenance personnel should consult an attorney before relying on any agreements or providing notices.
(g) Identity verification on the Internet is difficult and we cannot, and do not assume any responsibility for the confirmation any user's purported identity. You may communicate directly with the applicable landlords, tenants or maintenance personnel through the tools made available on by the Services, however these tools do not guarantee you of the identity of the person with which you are communicating.
(a) Photographs submitted to the Services should depict real estate as the main subject of the photograph, and may not depict children or adults if you do not have their legal consent. We may decline to display or remove any photographs that we determine, in our sole discretion are unacceptable to us.
(b) By submitting a photograph to the Services, you represent and warrant that (a) (i) you hold all intellectual property rights with respect to each submitted photograph, or (ii) you have secured from the copyright holder all rights necessary for the photograph to be used in an online advertisement, (b) any people in the photograph have given permission for their likeness to be displayed via the Services, (c) that the photograph accurately and fairly represents the subject of the photograph and has not been altered in any manner that would mislead a viewer, and (d) that you will indemnify and hold us harmless from any cause of action arising from any misrepresentation with respect to any and all photographs so submitted. Further, you agree that we may reproduce in whole or in part any photographic material that you provide to the Services.
7. INFORMATION SHARED THROUGH THE SERVICES
8. LINKS TO THIRD PARTY WEBSITES
9. OUR INTELLECTUAL PROPERTY
(a) Our graphics, logos, names, designs, page headers, button icons, scripts and service names are our trademarks, trade names and/or trade dress. The “look and feel” of the Services (including color combinations, button shapes, layout, design and all other graphical elements) are protected by international copyright and trademark laws. All product names, services names, trademarks and service marks within the Services (“Marks”) are either our property or the property of their respective owners, as indicated. The Services may also display company, product, and service name and logos that are Marks owned by our third-party partners (“Partner Marks”). Nothing in the Services grants you, by implication, estoppel, or otherwise, any license or right to use copy, display, distribute, modify, or reproduce any of the Marks or Partner Marks. You may not use the Marks for any purpose whatsoever other than as permitted by this Agreement.
(b) You acknowledge that i) the software used to provide the Services, and all enhancements, updates, upgrades, corrections and modifications to such software (the “Software”), ii) all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Software (or any enhancements, corrections or modifications) and iii) all documentation therefor, are the sole and exclusive property of us and/or our licensors. This Agreement does not convey title or ownership to you, but instead gives you only the limited use rights set forth herein. To the extent that you gain access to or receive any copies of the Software, you agree that you will delete such copies of the Software upon any termination of this Agreement, termination of your use of the Services, or at our request.
(c) You acknowledge our proprietary rights in the Services and associated documentation and materials, and shall protect the proprietary nature thereof. If you suggest any new features, functionality or performance for the Services that we subsequently incorporate into the Services (or any other software or service), you hereby acknowledge that (i) we shall own, and have all rights to use such suggestions and the Services incorporating such new features, functionality or performance; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon us. You shall not sell, lease, or otherwise transfer or distribute the Services or associated documentation, in whole or in part, without prior authorization in writing from us. In the event of any breach of this paragraph, you agree that we will suffer irreparable harm and shall therefore be entitled to obtain injunctive relief against you.
10. WARRANTIES; DISCLAIMERS
(a) You warrant that you will not violate any applicable law or regulation in connection with your use of the Services.
(b) We do not represent or warrant that access to the Services will be error-free or uninterrupted, and we do not guarantee that users will be able to access or use the Services, or their features at all times. We reserve the right at any time to modify or discontinue (temporarily or permanently) the Services, or any part thereof, with or without notice.
(c) Certain data displayed by the Services rely on the receipt of underlying data from third-party sources. Such data sources may not be real-time or accurate, and there may be delays or inaccuracies in such displayed data.
(d) The Services may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions, and to change or update information at any time without prior notice.
(e) Although we have the right to review, edit, remove or modify information from or on the Services, we may not screen this material or control the sources of this information, and we do not guarantee the accuracy, suitability, completeness, currency, quality, adequacy or applicability of any such information.
(f) All property listings on the Services are the sole responsibility of the landlord Member and we specifically disclaim any and all liability arising from the accuracy of the listings, reviews, or any alleged breaches of contract on a Member’s part. Members are solely responsible for keeping their property information accurate and up-to-date, including, but not limited to any and all representations about any property, its amenities, location, price, and its availability for a specific date or range of dates. We do not represent or warrant that any of the copy, content, property reviews, guest book entries, property location, suitability, pricing or availability information published on the Services is accurate or up-to-date. Landlord Members are solely responsible for ensuring the accuracy of location, geographic and other content and location or geographic descriptions and agree to promptly correct (or contact us to correct) any inaccuracy, and tenants are solely responsible for verifying the accuracy of such content and descriptions.
(g) The materials displayed by the Services, including but not limited to property summaries, descriptions, publications and any other such materials, are not intended to and DO NOT constitute legal, financial, real estate, investment, business or professional advice of any kind. Those accessing the materials displayed by the Services should not act upon them without first seeking relevant professional counsel. The materials should not be used as a substitute for consultation with a professional adviser. You agree that we are not responsible for any financial, business or legal decisions that you may make.
(h) BY USING THE SERVICES, YOU AGREE AND ACKNOWLEDGE THAT WE PROVIDE THE SERVICES “AS IS” WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.
(i) USE OF THE SERVICES IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF INACCURACIES, MISREPRESENTATIONS BY USERS, VIRUSES OR OTHER HARMFUL COMPONENTS.
(j) YOU ASSUME THE RESPONSIBILITY TO TAKE ADEQUATE PRECAUTIONS AGAINST DAMAGE TO YOUR EQUIPMENT WHICH COULD BE CAUSED BY DEFECTS OR DEFICIENCIES IN THE SERVICES, ANY OF OUR INFORMATION, PRODUCTS, SYSTEMS, DATABASES, MATERIALS, OR PART THEREOF.
(k) YOU ACKNOWLEDGE THAT ELECTRONIC COMMUNICATIONS AND DATABASES ARE SUBJECT TO ERRORS, TAMPERING AND BREAK-INS AND THAT WE DO NOT GUARANTEE THAT SUCH EVENTS WILL NOT TAKE PLACE. YOUR INSTALLATION AND INPUTS, AS WELL AS THIRD PARTY SYSTEMS AND PROCEDURES, MAY INFLUENCE THE OUTPUT AND ERRORS IN ANY ORDER OR ELECTRONIC TRANSMISSION OR COMMUNICATION, AND CAN RESULT IN SUBSTANTIAL ERRORS IN OUTPUT, INCLUDING INCORRECT INFORMATION, ORDERS AND AGREEMENTS. IN ADDITION, ERRORS MAY BE INTRODUCED INTO INFORMATION OR TRANSACTIONS IN THE COURSE OF THEIR TRANSMISSION OVER ELECTRONIC NETWORKS. YOU SHALL IMPLEMENT AND TAKE RESPONSIBILITY FOR APPROPRIATE REVIEW AND CONFIRMATION PROCEDURES TO VERIFY AND CONFIRM TRANSACTIONS IN WHICH YOU PARTICIPATES USING OUR WEBSITE, INFORMATION, SERVICES, DATABASES, SYSTEMS OR OTHER MATERIALS.
11. LIMITATION OF LIABILITY
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS OR BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICES, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Notwithstanding the foregoing, in the event that a court shall find that any of the above disclaimers are not enforceable, then you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, or directors shall be liable for (1) any damages in excess of the greater of any fees you have paid to us during the most recent twelve (12) month period or $100.00 USD, or (2) any indirect, incidental, punitive, special, exemplary or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Services. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
(c) We shall have no liability to landlords or tenants for any failure of maintenance personnel to perform any repairs ordered, or any delay in doing so that may be caused by an event or circumstance beyond our reasonable control including, without limitation, failure of a contractor to perform, strikes, lockouts and other industrial disputes, breakdown of systems or network access, flood, fire, explosion, acts of terrorism or accident.
(d) SOME JURISDICTIONS MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
(a) You agree to defend, indemnify and hold harmless us and our directors, officers, employees, agents, licensors, advisors, independent contractors and providers (collectively referred to herein as “Indemnified Parties”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property or privacy right; (iv) any allegation that any of your User Content caused damage to a third party; or (v) any conduct, activity or action that is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Services.
(b) You further agree that you will cooperate with us as is reasonably required in the defense of any such claims in Section (a). We, on behalf of each of the Indemnified Parties, reserve each Indemnified Party’s right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your foregoing indemnification obligations, and you shall not, in any event, settle any claim or matter without the written consent of us and each of the Indemnified Parties named as a party in such claim.
(c) This defense and indemnification obligation will survive any termination or expiration of this Agreement or your use of the Services.
13. TERM; TERMINATION
(a) The “Term” of this Agreement will continue until the Agreement is terminated as provided herein. We reserve the right to terminate this Agreement and/or deny all or some portion of the Services to you or any user, in our sole discretion, at any time. This Agreement shall commence upon our providing you with access to the Services and shall continue until terminated by its terms.
(b) You may terminate this Agreement at any time by ceasing use of the Services, and by closing your account. We may terminate this Agreement at any time by closing your account or otherwise denying you access to the Services.
(c) Without limiting the foregoing or assuming any additional legal obligations, we reserve the right to terminate violators of the Copyright Act, in accordance with applicable law. All rights that you grant to us herein related to User Content shall survive any termination of this Agreement. Further, your representations, warranties and indemnification obligations herein shall survive any termination of this Agreement.
(d) Upon termination of the Agreement for any reason, your right to use the Services shall immediately cease. Termination of this Agreement shall not relieve either party of any obligation that accrued prior to the termination date or which by its nature should survive any termination of this Agreement.
(a) The term “Confidential Information” means the Services, associated documentation, our pricing, and all other information we disclose to you that is designated as confidential or that by its nature would reasonably be expected to be kept confidential, .
(b) Notwithstanding the previous paragraph, our Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of you; or (ii) was in your lawful possession prior to the disclosure and had not been obtained by you either directly or indirectly from us; or (iii) is lawfully disclosed to you by a third party not bound by a duty of non-disclosure; or (iv) is independently developed by you without access to or use of our Confidential Information.
(c) You agree to hold all Confidential Information in confidence. You agree not to make the Confidential Information available in any form to any third party or to use the Confidential Information for any purpose other than performing your obligations or enjoying your rights under this Agreement. You agree to use the same degree of care in protecting the Confidential Information that you use to protect confidential information of your own of a similar nature and value, but in no event less than a reasonable standard of care to ensure that Confidential Information is not disclosed or distributed by your employees or agents in violation of the provisions of this Agreement. You represent that you have, with each of your employees who may have access to any Confidential Information, an appropriate agreement sufficient to enable you to comply with all of the confidentiality terms hereof.
(d) Notwithstanding the foregoing, you may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that you provide us with prior written notice of such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from public disclosure.
(e) After termination or expiration of this Agreement, you shall return any of our Confidential Information in your possession or control to us.
15. DISPUTES, GOVERNING LAW AND JURISDICTION
(a) The laws of the State of New York shall govern this Agreement. Any legal proceeding or arbitration shall be held in New York City, New York (the “Dispute Resolution Location”). To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Services or us, may only be brought by you in a state or federal court located in the Dispute Resolution Location. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN THE DISPUTE RESOLUTION LOCATION.
(b) You agree that any claim or dispute arising out of or relating in any way to your use of the Services or any service provided by us, will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. YOU UNDERSTAND AND AGREE TO SUBMIT TO ARBITRATION PROCEEDINGS TO SETTLE ANY DISPUTES HEREUNDER, THAT SUCH ARBITRATION WILL BE IN LIEU OF LITIGATION, AND EACH PARTY HEREBY WAIVES THE RIGHT TO SUE IN COURT IN FAVOR OF THE ARBITRATION PROCEEDING EXCEPT AS PERMITTED UNDER THIS AGREEMENT.
(c) There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, may award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
(d) To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our address specified in the Notice section, below.
(e) Arbitration under this Agreement will be conducted by the American Arbitration Association (“AAA”) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
(f) You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we both agree that we have each waived any right to a jury trial.
(g) Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
(h) Any dispute or alleged claim you may have with respect to your access or use of the Services must be commenced within one (1) year after the occurrence of the events leading to the dispute or alleged claim.
(a) Relationship Between The 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.
(b) Compliance With Law. Each Party shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.
(c) Waiver. No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by both Parties.
(d) Severability. If any provision of this Agreement is held to be invalid, void or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remaining provisions of this Agreement shall remain in full force and effect.
(e) Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement or delegate any of your rights, interest or obligations hereunder, without our prior written consent. The sale of a controlling interest in a single transaction or a series of transactions of yours shall be deemed an assignment hereunder for which our consent is required. Any unauthorized assignment shall be null and void. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
(f) Force Majeure. We shall not be in default or otherwise liable for any delay in or failure of our performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, war, insurrection, acts of terrorism, the elements, strikes or labor disputes, or other similar or dissimilar causes beyond our control. You acknowledge that the performance of certain of our obligations may require the cooperation of third parties designated by you and outside our control. In the event such third parties fail to cooperate with us in a manner that reasonably permits us to perform our obligations, such failures shall be consider as causes beyond our reasonable control for the purposes of this Section, and shall not be the basis for a determination that we are in breach of any of our obligations under this Agreement or are otherwise liable.
(g) Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of irreparable harm or other damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
(h) Entire Agreement. This Agreement shall constitute the complete agreement between the Parties and supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof.
(i) Notices and Contact. All legal notices given by you or required under this Agreement shall be in writing and addressed to: RentRedi, Inc., Attention: Legal Department, 800 Troy Schenectady Rd., Latham, New York 12110. You may also contact us with general inquiries at Telephone: 917-793-6068; Email: [email protected].
(j) Survival. Any provision of this Agreement that may reasonably be interpreted as being intended by the Parties to survive termination or expiration of the Agreement, shall survive any such termination or expiration.
● A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
● Identification of the copyrighted work claimed to have been infringed;
● Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
● Information reasonably sufficient to permit us to contact you;
● A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
● A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Address: Troy Schenectady Rd., Latham, New York 12110
Attn: Legal Dept.
COMPLAINT POLICY FOR INFRINGEMENT OF OTHER RIGHTS