REVISED JUNE 15, 2023
Your use of the Services offered by TenantCloud LLC DBA Rentler (referenced here as "Rentler", "us", "we" or "our") is governed by this Agreement between you and TenantCloud LLC DBA Rentler.
PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND RENTLER. IN ORDER TO USE THE SERVICES, YOU MUST READ, AGREE WITH AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
IN ADDITION, YOU MUST READ, AGREE WITH AND ACCEPT OUR PRIVACY POLICY, AVAILABLE AT: https://www.rentler.com/page/privacy-policy
YOU MUST ALSO READ, AGREE WITH, AND ACCEPT THE TERMS & CONDITIONS LAID OUT BY RENTLER’S THIRD-PARTY PAYMENTS PROCESSOR, STRIPE, FOUND HERE: https://stripe.com/us/connect-account/legal
BY USING THE SERVICES, OR BY CLICKING THE "I ACCEPT" BUTTON, YOU:
(1) AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL AMENDMENTS MADE FROM TIME TO TIME;
(2) REPRESENT AND WARRANT THAT, IF YOU ARE AN INDIVIDUAL, YOU ARE 18 YEARS OLD OR OLDER OR, IF YOU ARE AN ENTITY, THAT YOU ARE A CORPORATION, PARTNERSHIP, OR OTHER LEGAL ENTITY DULY FORMED (AND INCORPORATED, IF APPLICABLE) IN GOOD STANDING; AND
(3) REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND PERFORM ACTS AS REQUIRED BY YOU UNDER THIS AGREEMENT. IF YOU ARE A THIRD PARTY ACCESSING AN ACCOUNT ON BEHALF OF A LANDLORD (E.G., AS A PROPERTY MANAGER, ADMINISTRATOR, CONSULTANT, ANALYST, ETC.), YOU AGREE THAT THESE TERMS APPLY, MUTATIS MUTANDIS, TO YOUR ACTIVITIES ON BEHALF OF SUCH LANDLORD.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CLICK THE "I DO NOT AGREE" BUTTON OR OTHERWISE INDICATE REFUSAL AND DO NOT USE THE SERVICES.
1. SCOPE
1.1 Definitions
When used in this Agreement, each of the following words and phrases shall have the meanings set out below:
(a) "Account Profile" means a user's account created for unique identification;
(b) "Agreement" means these Terms of Use, including related schedules, policies and other documents that appear under "Terms of Use" on the Website, as may be amended from time to time;(c) "Business Days" means Monday through Friday excluding national holidays;
(d) "Credit Card Payment" refers to the use of the Services in the United States to make a payment of rents or fees via credit card by tenants or property owners to their Landlords or property managers (as applicable);
(e) "Debit Card Payment" refers to the use of the Services in the United States to make a payment of rents or fees via Visa debit card or debit MasterCard by tenants or property owners to their Landlords or property managers (as applicable);
(f) "Direct Debit Payment" refers to the use of the Services in the United States to make a payment of rents or fees via Automated Clearing House ("ACH") or e-checks by tenants or property owners to their Landlords or property managers (as applicable);
(g) "Force Majeure" means any act, occurrence, condition or event beyond the control of a party that materially affects the performance of that party's obligations under this Agreement that could not reasonably have been foreseen or provided against, including such events as fires, telecommunications or utility or power failures, governmental or quasi-governmental acts, equipment failures, labour strife, riots, war, non-performance of our vendors or suppliers, acts of God, but not including general economic conditions;
(h) "Indemnified Parties" means Rentler and its subsidiaries, parents, affiliates, officers, directors, agents, employees, consultants, customers, suppliers and other representatives, taken collectively;
(i) “Management Account Package Fee” means the monthly fee charged by Rentler to landlords or property managers to use the Services.
(j) "Merchant Account" means a merchant account established at the Underwriting Bank into which one or more Payments may be made;
(k) "Payment" means a Credit Card Payment, Debit Card Payment, Direct Debit Payment or a Rentler Cash Payment as the case may be;
(l) "Payment Amount" refers to the aggregate dollar value of a Payment exclusive of the Service Fee;
(m) "Payment Processor" means Rentler's third party payment processor;
(n) "Service Fee" means the fee charged by Rentler to Users before a Credit Card Payment, Debit Card Payment, Direct Debit Payment or Rentler Cash Payment is made to you through the Services;
(o) "Services" means the internet Payment services offered through the Website to facilitate the collection of certain payments by landlords, property owners and property managers including rent, condominium, moorage and other property management fees;
(p) "Underwriting Bank" means Rentler's third party underwriting bank, member Bank or Acquiring Bank;
(q) "Users" means a person or entity that has entered a lease or other property management agreement with you and uses the Services; and(s) "Website" means the website located at https://www.rentler.com and all related webpages.
Subject to the terms of this Agreement and when offered by us, you may use our Services to receive Payments through the Website.
2.2 Your Account
When you enroll to use our Services, you must create a Rentler account and provide an Account Profile. You agree to keep the information in your profile current. If we become aware of any changes to your Account Profile of Merchant Account information, we may update your profile. Once you have payment activity on your account, your account cannot be deleted. You may opt out of communications, deactivate your account and remove payment details but your payment history, username, and password will remain in our system.
2.3 Eligibility
To be eligible to use our Services, you must be either (1) an individual at least 18 years old who is able to form legally binding contracts under applicable law and is a resident of the United States, with a mailing address in the United States; or (2) a corporation, partnership, or other legal entity duly formed (and incorporated, if applicable), in good standing, and have the power and authority to enter into this agreement and perform the acts as required by you under this Agreement. You may use the Services on your own behalf or as the authorized representative of a corporation registered to conduct business in the same State in which you are resident. No machines, scripts or automated services may be used to access or use the Services.
2.4 Identity Authentication
You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report and verifying your information against third party databases or through other sources. You represent and warrant that you have the power and authority to provide this information to us.
Rentler provides hosting and data processing services for building owners, landlords and property managers. Rentler is a Payment Service Provider ("PSP"), not a bank, money transmitter, or money services business ("MSB"), and we do not offer banking or MSB services as defined by the United States Department of Treasury. As a PSP, Rentler collects, analyzes and relays information generated in connection with payments between the User and you. You authorize Rentler and it’s payment processor to provide this information to the Underwriting Bank in order for the Underwriting Bank to facilitate payments from the User to you. As a result, the Underwriting Bank - and not Rentler - actually conducts the settlement of card transactions. The Underwriting Bank is the party with sole responsibility for conducting the settlement of funds between you and the Users. In order to act as a PSP, Rentler must enter into agreements with third parties. You are not a third-party beneficiary of these agreements. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Merchant Account.
You agree to be bound by the Merchant Services Agreement set forth at https://stripe.com/us/legal. By agreement to this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legal binding contract between you, on the one hand, and Stripe and its designated Member Bank, on the other hand. Furthermore, you must abide by the applicable Operating Regulations, the rules of the Associations and Laws as defined in the Merchant Services Agreement and are assuming the risk of compliance with all of those provisions.
3.2 Service Fee
Immediately after submitting a Payment, Rentler will charge the applicable User a non-refundable Service Fee of 3.5% + $0.30 for Credit Card and Debit Card Payments transactions every time a User makes a Payment to you using the Service. Direct Debit Payments (ACH) are $1.95 per transaction. This Service Fee is payable in addition to (immediately after) the Payment Amount, appearing as "Rentler Rent Payment" on the User’s credit card or bank statement. Service Fees are never deducted from or adjusted against Payment amounts. Service Fees are paid into a separate Merchant Account established by Rentler.
3.3 Taxes
It is your responsibility to determine what, if any, taxes apply to the Payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Rentler is not responsible for determining whether taxes apply to your Payment transaction, or for collecting, reporting or remitting any taxes arising from any Payment transaction.
3.4 Credit Card, Debit Card, or Direct Debit (ACH) Delays and Non-Completion
Since Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) processing times depend on administrative factors and institutional backlogs beyond our control, Credit Card Payments, Debit Card Payment, or Direct Debit Payment (ACH) submitted by Users may take up to 2 Business Days (and in rare cases, even longer) to complete. Furthermore, completion of a Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) is contingent on both the authorization of the Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) by the applicable card issuing bank and acceptance of the Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) by the Underwriting Bank. In the event that a Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) you are expecting to receive is unable to be completed, we will attempt to notify you at least once through our Website or using the contact information in your Account Profile. In the case of such delay or non-completion, any liability created as a result of such delay is the responsibility of the applicable User (and not Rentler). Any penalties, late fees, and interest charges applied against a late Payment are solely the responsibility of the User. RENTLER DISCLAIMS ANY WARRANTY OR GUARANTEE RELATED TO THE TIMELY PAYMENT OF ANY AMOUNTS DUE OR OWING TO YOU AS A RESULT OF ANY DELAY THAT IS OUTSIDE THE REASONABLE CONTROL OF RENTLER.
3.5 No Reversals
Once you receive a Payment, you accept and agree that there are no refunds, cancellations or charge backs of Payments or Service Fees are permitted through the Website.
3.6 Receiving Pre-authorized Payments
If you receive pre-authorized Payments, you must comply with the following requirements:(a) Authorization. You must receive the User's prior authorization for the amount, frequency, and duration of the pre-authorized Payment.(b) Required Cancellation Procedures for Preapproved Payments. You must provide Users with the ability to cancel a Pre-approved Payment within three (3) Business Days of the scheduled date of the Pre-approved Payment. In addition, if your Users signed up for the Preapproved Payment through an online method, you must provide a simple and easily accessible online cancellation procedure. If your User cancels the Pre-approved Payment, you may not charge for the Pre-approved Payment.
3.7 Payment Limits
We may, at our sole discretion, impose limits on the Payment Amount you may receive through our Services.
3.8 Insufficient Funds or Credit
NOTWITHSTANDING ANY OTHER PROVISIONS, RENTLER IS NOT RESPONSIBLE FOR THE PAYMENT OF RENT OR FEES TO YOU BY A USER, OTHER THAN TO THE EXTENT WE FACILITATE THE PROCESSING OF SUCH PAYMENT. ANY FAILURE IN RELATION TO A USER'S ABILITY TO MAKE A PAYMENT TO YOU IS THE SOLE RESPONSIBILITY OF SUCH USER, AND RENTLER IS NOT LIABLE, IN ANY WAY, FOR ANY FAILURE OR INABILITY OF A USER TO MAKE A PAYMENT TO YOU. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY SITUATION WHERE A USER HAS INSUFFICIENT FUNDS OR CREDIT AVAILABLE TO MAKE A PAYMENT TO YOU AS A RESULT OF RENTLER CHARGING ANY APPLICABLE SERVICE FEE FOR USE OF THE SERVICES.
3.9 Default and Fraudulent Transactions
If any single transaction is investigated and is determined to be fraudulent, in Rentler's sole discretion, Rentler may terminate the relevant user's account and such default and fraudulent transaction may be reported to legal authorities.
3.10 Payments from Users
You may only receive Payments from Users who are registered users of Rentler and have entered into the Rentler Terms of Use, available at https://www.rentler.com/page/terms and its services providers (as applicable).
3.11 ACH Payments (Direct Debit Payments)
a) If ACH payments fail for any reason, we will notify the landlord and tenant of the failure.
b) We are not responsible for loss incurred as a result of non-sufficient funds, returned checks, chargebacks, disputes, or any other unsuccessful transactions or fees associated with those transactions.
c) We reserve the right to seek reimbursement from and/or to charge a fee to the tenant and/or landlord in the event the scenarios outlined in sections 3.11(a) and 3.11(b) occur.
d) You agree to and acknowledge our right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by us in an effort to investigate fraud.
e) Landlord and/or tenant are required to reimburse us if we discover a fraudulent, erroneous, or duplicate transaction.
f) You agree that we have the right to obtain such reimbursement from landlord and/or tenant. This may be done by any of the following methods: deducting the appropriate amount including all fees from the ACH account, charging the credit card or any bank account associated with your landlord and/or tenant account, deducting amounts from future transfers, or by obtaining reimbursement from the landlord and/or tenant by any other lawful means, including using a third party collection agency.
g) Failure to pay for reimbursements of a chargeback or a reversal of payment is cause for termination of your account.
h) We are not a collection company and in no way guarantee payment by the tenant nor do we inherit the risk assumed by any party in relation to any transaction performed through the Service.
i) If you dispute a payment you believe was improperly made, we reserve the right to void, rescind, or issue a credit in the amount disputed at our sole discretion.
j) If a payment dispute arises after payment is forwarded to a landlord, responsibility to settle the dispute rests with the landlord and the tenant.
When a Payment is made to you using the Services, the Payment Amount will be transferred into your Merchant Account, subject to the terms of your Merchant Account agreement.
4.2 Delays and Non-Completion
You agree to accept all Payments made to you through the Services. You agree not to charge any person making Payment to you using the Services any penalties, late fees or interest charges on account of any delays in completing the Payment or if Payment cannot be completed because of any errors or omissions in your Merchant Account details as maintained by Rentler, irrespective of the cause of such errors or omissions.
In connection with your use of our Website and our Services, you agree to:(a) use the Services exclusively for the receipt of rental, condominium, moorage or other property management fees, and not for the remittance of any other types of payments;(b) not act in a manner that is defamatory, libelous, threatening or harassing;(c) provide accurate and updated information;(d) comply in all respects with this Agreement and any other agreements that you have entered into with us;(e) comply with all applicable federal, State and local laws and regulations;(f) not register multiple Rentler accounts without our prior written consent;(g) not infringe our or any third party's copyright, patent, trade-mark, trade secret or other intellectual property rights, or rights of publicity or privacy;(h) provide, if requested, confirmation of your identity or any other information you have provided to us, and to cooperate with any investigations of the same by us or our third party delegates;(i) not receive Payments using the Services to provide yourself or any other person with a credit card cash advance;(j) not access the Services from a country other than your country of residence;(k) respond in a reasonable and timely fashion to our communications;(l) not introduce or facilitate the use or spread of any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;(m) not use any robot, spider, other automatic device or manual process to monitor or copy our Website without our prior written consent;(n) not use any machines, scripts or automated services to access or use the Services;(o) not use any device, software or routine to bypass our robot exclusion headers or to interfere, or attempt to interfere, with our Website or our Services; and(p) not take any action that may cause us to lose any of our services from our internet service providers, our Payment Processor or other suppliers.
5.2 Delays and Non-Completion
IF RENTLER HAS REASON TO BELIEVE, IN ITS SOLE DISCRETION, THAT YOU OR OTHERS MAY ENGAGE OR MAY HAVE ENGAGED IN ANY CRIMINAL OR CIVIL VIOLATION OF APPLICABLE LAWS, RENTLER MAY CEASE TO PROVIDE YOU THE SERVICES, AND WILL CONTACT THE APPROPRIATE ADMINISTRATIVE AND LAW ENFORCEMENT AUTHORITIES. YOU AGREE TO COOPERATE FULLY WITH ANY SUCH INVESTIGATIONS.
You grant to us a limited, non-exclusive and revocable license to access and use all information and data that you provide in connection with your use of our Services. You agree not to use our Services for co-branding, framing, linking or reselling any portion of our Services.
6.2 Intellectual Property
"Rentler", "Rentler.com", all related logos, marks, symbols, and words on our Website (including the Services) are either trademarks or registered trademarks that belong to us or to our licensors. In addition, all content and materials on our Website, Website page headers, custom graphics, button icons, and scripts are our copyrighted materials, service marks, trademarks or trade dress that belong to us or our licensors. You may not copy, imitate or use any of the foregoing without our prior written consent.
You accept full responsibility for all risks associated with electronic communications between us, including, without limitation, the risk that such communications may be delivered to the wrong person, intercepted, lost or altered by a third party.
7.2 Access to Account
You are responsible for ensuring that the Services, your Rentler account and your Merchant Account will only be used by you. You agree that any electronic communications made by you or purporting to have been made on your behalf will be binding on you.
7.3 Notice of Unauthorized Use
You agree to notify us immediately if you know or reasonably ought to know that an unauthorized person is accessing or may access our Services (through your Rentler account or otherwise) or your Merchant Account, or if you become aware of any actual or threatened use of our Services in a manner contrary to this Agreement.
7.4 Web Links
There may be links on our Website to websites not owned or operated by us. We make no representations about, do not endorse, and are not responsible for the content, products, services, privacy policies or practices relating to such other websites. We are not responsible for any losses realized by you or claims made against you relating to your use of such other websites.
7.5 Evidence
Electronic records and other information maintained by us regarding any electronic communications with you will be admissible in any legal, administrative or other proceedings as conclusive evidence of the contents of those communications in the same manner as an original paper document, and you waive any right to object to the introduction of any such record or other information into evidence on that basis.
By using the Website and our Services, you agree to the collection and use of your personal information, and the sharing of such information with our Indemnified Parties and your landlord, property manager, or other related party (as the case may be), in accordance with our Privacy Policy, available at https://www.rentler.com/page/privacy-policy.
8.2 Password Security and Keeping Your Email Address Current
You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Services. You are also responsible for keeping your email address, street address, and other personal information, up to date in your Account Profile and your Merchant Account, available at https://www.rentler.com.
8.3 Calls to You; Mobile Telephone Numbers
By providing us with a telephone number (including a mobile telephone number), you consent to receiving autodialed and pre-recorded message calls from us at that number. If we determine that a telephone number you have provided to us is a mobile telephone number, we may categorize it as such in our systems and in your Account Profile available at https://www.rentler.com, and you consent to receive text messages from us about your use of the Services at that number.
You agree to indemnify and hold harmless each of the Indemnified Parties from any claim or demand made by such Indemnified Parties or any third parties (including reimbursement of reasonable legal costs incurred) due to or arising out of your use of our Services or our Website, your breach of this Agreement or your violation of any law or right of any third party.
9.2 Limitations of Liability
IN NO EVENT SHALL ANY INDEMNIFIED PARTY BE LIABLE FOR LOST PROFITS, BUSINESS, REVENUE, OR CUSTOMERS OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DISCLOSURE OF INFORMATION OR LOSS OF PRIVACY), HOWEVER ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, OUR SERVICES OR THIS AGREEMENT INCLUDING NEGLIGENCE EVEN IF RENTLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANYTHING TO THE CONTRARY NOTWITHSTANDING, THE CUMULATIVE LIABILITY OF ALL INDEMNIFIED PARTIES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED IN TOTAL TO THE LESSER OF (A) THE AMOUNT OF SERVICE FEES YOU PAID TO RENTLER IN THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO AN ALLEGED LIABILITY AND (B) FIFTY DOLLARS, AS THE SOLE AND EXCLUSIVE REMEDY.
9.3 No Warranty
OUR SERVICES ARE PROVIDED AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE ACCESS TO ANY PART OF OUR SERVICES.
9.4 No Jury or Class Action
YOU HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY AND AGREE THAT ANY AND ALL DISPUTES, CLAIMS, ACTIONS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE TERMS OF USE AND ALL ISSUES AND QUESTIONS CONCERNING THE VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS TERMS OF USE AND OTHER DOCUMENTS SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.
We may, in our sole discretion and without penalty or liability whatsoever, terminate this Agreement or your access to our Services for any reason and at any time, upon notice to you.
10.2 Post-Termination Transition
All monetary and non-monetary obligations of the parties owing or to be performed or discharged prior to the date of termination or expiration shall survive termination until such obligations have been performed or discharged.
Unless otherwise specified, all dollar amounts referred to in this Agreement are in lawful money of the United States.
11.2 Relationship
Rentler is an independent contractor. Nothing contained in this Agreement will create a partnership, joint venture, principal-and-agent relationship or any similar relationship between us.
11.3 Third-Party Providers
We may use one or more third-party service providers in the course of providing our Services. You agree that information about you and your Payments may be shared with such service providers for the purposes of performing this Agreement in accordance with our Privacy Policy.
11.4 Features and Functionality
You understand that the Service may change over time as we refine and add more features or content. We reserve the right to update, modify, or discontinue the features, functionality, content or other aspects of the Service at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. We do not guarantee the availability of the Service and other benefits contained therein, and they are all subject to change at any time without notice.
11.5 Entire Agreement
This Agreement constitutes the entire agreement between us relating to the subject matter of this Agreement; it supersedes and replaces any previous or contemporaneous agreements and discussions between us.
11.6 Representation and Warranty
You represent and warrant that your execution of and performance under this Agreement (a) in no way breaches, contravenes, violates or in any manner conflicts with any of your other legal obligations, including, without limitation, your corporate charter or similar document, if applicable, or any agreement between you and any third party; and (b) has been duly authorized by all necessary actions and does not require any consent or other action by or in respect of any third party.
11.7 Notices
In order to be effective, notice pursuant to this Agreement must be given as follows:(a) notice to you may be given by electronic mail to the email address stated in your Account Profile, or by posting such notice on our Website, whether addressed specifically to you or more generally to users of our Website or our Services; and(b) except as otherwise stated in this Agreement, notice to us must be sent by postal mail, with an electronic mail copy to [email protected], and to the address listed below. Such notice is effective on the fourth Business Day following the day on which it is postmarked.
Rentler LLC
PO Box 709522
Sandy, UT 84070-9522
11.8 Severability
The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions.
11.9 Governing Law
This Agreement is governed by, and is to be interpreted, construed and enforced in accordance with, the laws of the State of Utah and the laws of The United States of America applicable in Utah, excluding any rule or principle of conflicts of law that may provide otherwise. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
11.10 Jurisdiction
The parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of the State of Utah with respect to any legal action or proceeding which may be brought at any time relating in any way to this Agreement except for applications for injunctive relief or specific performance by Rentler. Each of the parties irrevocably waives any objection it may now or in the future have to the venue of any such action or proceeding, and any claim it may now or in the future have that any such action or proceeding has been brought in an inconvenient forum. Jurisdiction and venue under this Agreement shall lie in the State of Utah.
11.11 Binding Effect; Assignment
This Agreement inures to the benefit of and binds the parties’ respective heirs, executors, administrators and other legal representatives, successors and permitted assigns. You may not assign this Agreement without our prior written consent. We may assign this Agreement to a third party upon notice to you.
11.12 Equivalency
This electronic Agreement and any other materials incorporated herein will be:(a) deemed for all purposes to be a "writing" or "in writing", and to comply with all statutory, contractual, and other legal requirements for a writing;(b) legally enforceable as a signed writing as against the parties subject to the electronic documents; and(c) deemed an "original" when printed from electronic records established and maintained in the ordinary course of business.Electronic documents introduced as evidence in any judicial, arbitration, mediation or proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
11.13 Amendments
We may amend this Agreement from time to time at our discretion. You accept responsibility for reviewing all communication about this Agreement on our Website and acknowledge you will be deemed to have agreed to the terms of amendments communicated on our Website if you continue to use our Services.
11.14 Professional Advice
Any information provided to you by us is merely guidance and you agree that it does not constitute professional advice. You should consult with professional accounting, tax, legal and other advisors before deciding to use our Services.
11.15 Waivers
A waiver shall not be effective unless it is in writing and signed by the party against whom the waiver is being enforced.
11.16 Survival
The provisions of Sections 1, 3, 5, 6, 8, 9 and 11.16 of this Agreement shall survive termination and expiration.
11.17 Force Majeure
We are not responsible for damages caused by delay or the failure to perform any of our obligations under this Agreement when the delay or failure is the result of Force Majeure.
11.18 Language
The parties confirm that this Agreement, as well as any other documents relating to this Agreement, have been and shall be prepared in the English language only.
Your use of the Services offered by TenantCloud LLC DBA Rentler (referenced here as "Rentler", "us", "we" or "our") is governed by this Agreement between you and TenantCloud LLC DBA Rentler.
PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND RENTLER. IN ORDER TO USE THE SERVICES, YOU MUST READ, AGREE WITH AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
IN ADDITION, YOU MUST READ, AGREE WITH AND ACCEPT OUR PRIVACY POLICY, AVAILABLE AT: https://www.rentler.com/page/privacy-policy
YOU MUST ALSO READ, AGREE WITH, AND ACCEPT THE TERMS & CONDITIONS LAID OUT BY RENTLER’S THIRD-PARTY PAYMENTS PROCESSOR, STRIPE, FOUND HERE: https://stripe.com/us/connect-account/legal
BY USING THE SERVICES, OR BY CLICKING THE "I ACCEPT" BUTTON, YOU:
(1) AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL AMENDMENTS MADE FROM TIME TO TIME;
(2) REPRESENT AND WARRANT THAT, IF YOU ARE AN INDIVIDUAL, YOU ARE 18 YEARS OLD OR OLDER OR, IF YOU ARE AN ENTITY, THAT YOU ARE A CORPORATION, PARTNERSHIP, OR OTHER LEGAL ENTITY DULY FORMED (AND INCORPORATED, IF APPLICABLE) IN GOOD STANDING; AND
(3) REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND PERFORM ACTS AS REQUIRED BY YOU UNDER THIS AGREEMENT. IF YOU ARE A THIRD PARTY ACCESSING AN ACCOUNT ON BEHALF OF A LANDLORD (E.G., AS A PROPERTY MANAGER, ADMINISTRATOR, CONSULTANT, ANALYST, ETC.), YOU AGREE THAT THESE TERMS APPLY, MUTATIS MUTANDIS, TO YOUR ACTIVITIES ON BEHALF OF SUCH LANDLORD.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CLICK THE "I DO NOT AGREE" BUTTON OR OTHERWISE INDICATE REFUSAL AND DO NOT USE THE SERVICES.
1. SCOPE
1.1 Definitions
When used in this Agreement, each of the following words and phrases shall have the meanings set out below:
(a) "Account Profile" means a user's account created for unique identification;
(b) "Agreement" means these Terms of Use, including related schedules, policies and other documents that appear under "Terms of Use" on the Website, as may be amended from time to time;(c) "Business Days" means Monday through Friday excluding national holidays;
(d) "Credit Card Payment" refers to the use of the Services in the United States to make a payment of rents or fees via credit card by tenants or property owners to their Landlords or property managers (as applicable);
(e) "Debit Card Payment" refers to the use of the Services in the United States to make a payment of rents or fees via Visa debit card or debit MasterCard by tenants or property owners to their Landlords or property managers (as applicable);
(f) "Direct Debit Payment" refers to the use of the Services in the United States to make a payment of rents or fees via Automated Clearing House ("ACH") or e-checks by tenants or property owners to their Landlords or property managers (as applicable);
(g) "Force Majeure" means any act, occurrence, condition or event beyond the control of a party that materially affects the performance of that party's obligations under this Agreement that could not reasonably have been foreseen or provided against, including such events as fires, telecommunications or utility or power failures, governmental or quasi-governmental acts, equipment failures, labour strife, riots, war, non-performance of our vendors or suppliers, acts of God, but not including general economic conditions;
(h) "Indemnified Parties" means Rentler and its subsidiaries, parents, affiliates, officers, directors, agents, employees, consultants, customers, suppliers and other representatives, taken collectively;
(i) “Management Account Package Fee” means the monthly fee charged by Rentler to landlords or property managers to use the Services.
(j) "Merchant Account" means a merchant account established at the Underwriting Bank into which one or more Payments may be made;
(k) "Payment" means a Credit Card Payment, Debit Card Payment, Direct Debit Payment or a Rentler Cash Payment as the case may be;
(l) "Payment Amount" refers to the aggregate dollar value of a Payment exclusive of the Service Fee;
(m) "Payment Processor" means Rentler's third party payment processor;
(n) "Service Fee" means the fee charged by Rentler to Users before a Credit Card Payment, Debit Card Payment, Direct Debit Payment or Rentler Cash Payment is made to you through the Services;
(o) "Services" means the internet Payment services offered through the Website to facilitate the collection of certain payments by landlords, property owners and property managers including rent, condominium, moorage and other property management fees;
(p) "Underwriting Bank" means Rentler's third party underwriting bank, member Bank or Acquiring Bank;
(q) "Users" means a person or entity that has entered a lease or other property management agreement with you and uses the Services; and(s) "Website" means the website located at https://www.rentler.com and all related webpages.
2. ELIGIBILITY AND YOUR ACCOUNT
2.1 Rentler ServiceSubject to the terms of this Agreement and when offered by us, you may use our Services to receive Payments through the Website.
2.2 Your Account
When you enroll to use our Services, you must create a Rentler account and provide an Account Profile. You agree to keep the information in your profile current. If we become aware of any changes to your Account Profile of Merchant Account information, we may update your profile. Once you have payment activity on your account, your account cannot be deleted. You may opt out of communications, deactivate your account and remove payment details but your payment history, username, and password will remain in our system.
2.3 Eligibility
To be eligible to use our Services, you must be either (1) an individual at least 18 years old who is able to form legally binding contracts under applicable law and is a resident of the United States, with a mailing address in the United States; or (2) a corporation, partnership, or other legal entity duly formed (and incorporated, if applicable), in good standing, and have the power and authority to enter into this agreement and perform the acts as required by you under this Agreement. You may use the Services on your own behalf or as the authorized representative of a corporation registered to conduct business in the same State in which you are resident. No machines, scripts or automated services may be used to access or use the Services.
2.4 Identity Authentication
You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report and verifying your information against third party databases or through other sources. You represent and warrant that you have the power and authority to provide this information to us.
3. RECEIVING PAYMENTS
3.1 Rentler's Role and Your ResponsibilitiesRentler provides hosting and data processing services for building owners, landlords and property managers. Rentler is a Payment Service Provider ("PSP"), not a bank, money transmitter, or money services business ("MSB"), and we do not offer banking or MSB services as defined by the United States Department of Treasury. As a PSP, Rentler collects, analyzes and relays information generated in connection with payments between the User and you. You authorize Rentler and it’s payment processor to provide this information to the Underwriting Bank in order for the Underwriting Bank to facilitate payments from the User to you. As a result, the Underwriting Bank - and not Rentler - actually conducts the settlement of card transactions. The Underwriting Bank is the party with sole responsibility for conducting the settlement of funds between you and the Users. In order to act as a PSP, Rentler must enter into agreements with third parties. You are not a third-party beneficiary of these agreements. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Merchant Account.
You agree to be bound by the Merchant Services Agreement set forth at https://stripe.com/us/legal. By agreement to this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legal binding contract between you, on the one hand, and Stripe and its designated Member Bank, on the other hand. Furthermore, you must abide by the applicable Operating Regulations, the rules of the Associations and Laws as defined in the Merchant Services Agreement and are assuming the risk of compliance with all of those provisions.
3.2 Service Fee
Immediately after submitting a Payment, Rentler will charge the applicable User a non-refundable Service Fee of 3.5% + $0.30 for Credit Card and Debit Card Payments transactions every time a User makes a Payment to you using the Service. Direct Debit Payments (ACH) are $1.95 per transaction. This Service Fee is payable in addition to (immediately after) the Payment Amount, appearing as "Rentler Rent Payment" on the User’s credit card or bank statement. Service Fees are never deducted from or adjusted against Payment amounts. Service Fees are paid into a separate Merchant Account established by Rentler.
3.3 Taxes
It is your responsibility to determine what, if any, taxes apply to the Payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Rentler is not responsible for determining whether taxes apply to your Payment transaction, or for collecting, reporting or remitting any taxes arising from any Payment transaction.
3.4 Credit Card, Debit Card, or Direct Debit (ACH) Delays and Non-Completion
Since Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) processing times depend on administrative factors and institutional backlogs beyond our control, Credit Card Payments, Debit Card Payment, or Direct Debit Payment (ACH) submitted by Users may take up to 2 Business Days (and in rare cases, even longer) to complete. Furthermore, completion of a Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) is contingent on both the authorization of the Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) by the applicable card issuing bank and acceptance of the Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) by the Underwriting Bank. In the event that a Credit Card Payment, Debit Card Payment, or Direct Debit Payment (ACH) you are expecting to receive is unable to be completed, we will attempt to notify you at least once through our Website or using the contact information in your Account Profile. In the case of such delay or non-completion, any liability created as a result of such delay is the responsibility of the applicable User (and not Rentler). Any penalties, late fees, and interest charges applied against a late Payment are solely the responsibility of the User. RENTLER DISCLAIMS ANY WARRANTY OR GUARANTEE RELATED TO THE TIMELY PAYMENT OF ANY AMOUNTS DUE OR OWING TO YOU AS A RESULT OF ANY DELAY THAT IS OUTSIDE THE REASONABLE CONTROL OF RENTLER.
3.5 No Reversals
Once you receive a Payment, you accept and agree that there are no refunds, cancellations or charge backs of Payments or Service Fees are permitted through the Website.
3.6 Receiving Pre-authorized Payments
If you receive pre-authorized Payments, you must comply with the following requirements:(a) Authorization. You must receive the User's prior authorization for the amount, frequency, and duration of the pre-authorized Payment.(b) Required Cancellation Procedures for Preapproved Payments. You must provide Users with the ability to cancel a Pre-approved Payment within three (3) Business Days of the scheduled date of the Pre-approved Payment. In addition, if your Users signed up for the Preapproved Payment through an online method, you must provide a simple and easily accessible online cancellation procedure. If your User cancels the Pre-approved Payment, you may not charge for the Pre-approved Payment.
3.7 Payment Limits
We may, at our sole discretion, impose limits on the Payment Amount you may receive through our Services.
3.8 Insufficient Funds or Credit
NOTWITHSTANDING ANY OTHER PROVISIONS, RENTLER IS NOT RESPONSIBLE FOR THE PAYMENT OF RENT OR FEES TO YOU BY A USER, OTHER THAN TO THE EXTENT WE FACILITATE THE PROCESSING OF SUCH PAYMENT. ANY FAILURE IN RELATION TO A USER'S ABILITY TO MAKE A PAYMENT TO YOU IS THE SOLE RESPONSIBILITY OF SUCH USER, AND RENTLER IS NOT LIABLE, IN ANY WAY, FOR ANY FAILURE OR INABILITY OF A USER TO MAKE A PAYMENT TO YOU. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY SITUATION WHERE A USER HAS INSUFFICIENT FUNDS OR CREDIT AVAILABLE TO MAKE A PAYMENT TO YOU AS A RESULT OF RENTLER CHARGING ANY APPLICABLE SERVICE FEE FOR USE OF THE SERVICES.
3.9 Default and Fraudulent Transactions
If any single transaction is investigated and is determined to be fraudulent, in Rentler's sole discretion, Rentler may terminate the relevant user's account and such default and fraudulent transaction may be reported to legal authorities.
3.10 Payments from Users
You may only receive Payments from Users who are registered users of Rentler and have entered into the Rentler Terms of Use, available at https://www.rentler.com/page/terms and its services providers (as applicable).
3.11 ACH Payments (Direct Debit Payments)
a) If ACH payments fail for any reason, we will notify the landlord and tenant of the failure.
b) We are not responsible for loss incurred as a result of non-sufficient funds, returned checks, chargebacks, disputes, or any other unsuccessful transactions or fees associated with those transactions.
c) We reserve the right to seek reimbursement from and/or to charge a fee to the tenant and/or landlord in the event the scenarios outlined in sections 3.11(a) and 3.11(b) occur.
d) You agree to and acknowledge our right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by us in an effort to investigate fraud.
e) Landlord and/or tenant are required to reimburse us if we discover a fraudulent, erroneous, or duplicate transaction.
f) You agree that we have the right to obtain such reimbursement from landlord and/or tenant. This may be done by any of the following methods: deducting the appropriate amount including all fees from the ACH account, charging the credit card or any bank account associated with your landlord and/or tenant account, deducting amounts from future transfers, or by obtaining reimbursement from the landlord and/or tenant by any other lawful means, including using a third party collection agency.
g) Failure to pay for reimbursements of a chargeback or a reversal of payment is cause for termination of your account.
h) We are not a collection company and in no way guarantee payment by the tenant nor do we inherit the risk assumed by any party in relation to any transaction performed through the Service.
i) If you dispute a payment you believe was improperly made, we reserve the right to void, rescind, or issue a credit in the amount disputed at our sole discretion.
j) If a payment dispute arises after payment is forwarded to a landlord, responsibility to settle the dispute rests with the landlord and the tenant.
4. RECEIVING PAYMENTS
4.1 Receiving PaymentsWhen a Payment is made to you using the Services, the Payment Amount will be transferred into your Merchant Account, subject to the terms of your Merchant Account agreement.
4.2 Delays and Non-Completion
You agree to accept all Payments made to you through the Services. You agree not to charge any person making Payment to you using the Services any penalties, late fees or interest charges on account of any delays in completing the Payment or if Payment cannot be completed because of any errors or omissions in your Merchant Account details as maintained by Rentler, irrespective of the cause of such errors or omissions.
5. YOUR CONDUCT
5.1 ConductIn connection with your use of our Website and our Services, you agree to:(a) use the Services exclusively for the receipt of rental, condominium, moorage or other property management fees, and not for the remittance of any other types of payments;(b) not act in a manner that is defamatory, libelous, threatening or harassing;(c) provide accurate and updated information;(d) comply in all respects with this Agreement and any other agreements that you have entered into with us;(e) comply with all applicable federal, State and local laws and regulations;(f) not register multiple Rentler accounts without our prior written consent;(g) not infringe our or any third party's copyright, patent, trade-mark, trade secret or other intellectual property rights, or rights of publicity or privacy;(h) provide, if requested, confirmation of your identity or any other information you have provided to us, and to cooperate with any investigations of the same by us or our third party delegates;(i) not receive Payments using the Services to provide yourself or any other person with a credit card cash advance;(j) not access the Services from a country other than your country of residence;(k) respond in a reasonable and timely fashion to our communications;(l) not introduce or facilitate the use or spread of any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;(m) not use any robot, spider, other automatic device or manual process to monitor or copy our Website without our prior written consent;(n) not use any machines, scripts or automated services to access or use the Services;(o) not use any device, software or routine to bypass our robot exclusion headers or to interfere, or attempt to interfere, with our Website or our Services; and(p) not take any action that may cause us to lose any of our services from our internet service providers, our Payment Processor or other suppliers.
5.2 Delays and Non-Completion
IF RENTLER HAS REASON TO BELIEVE, IN ITS SOLE DISCRETION, THAT YOU OR OTHERS MAY ENGAGE OR MAY HAVE ENGAGED IN ANY CRIMINAL OR CIVIL VIOLATION OF APPLICABLE LAWS, RENTLER MAY CEASE TO PROVIDE YOU THE SERVICES, AND WILL CONTACT THE APPROPRIATE ADMINISTRATIVE AND LAW ENFORCEMENT AUTHORITIES. YOU AGREE TO COOPERATE FULLY WITH ANY SUCH INVESTIGATIONS.
6. INTELLECTUAL PROPERTY
6.1 Limited LicenseYou grant to us a limited, non-exclusive and revocable license to access and use all information and data that you provide in connection with your use of our Services. You agree not to use our Services for co-branding, framing, linking or reselling any portion of our Services.
6.2 Intellectual Property
"Rentler", "Rentler.com", all related logos, marks, symbols, and words on our Website (including the Services) are either trademarks or registered trademarks that belong to us or to our licensors. In addition, all content and materials on our Website, Website page headers, custom graphics, button icons, and scripts are our copyrighted materials, service marks, trademarks or trade dress that belong to us or our licensors. You may not copy, imitate or use any of the foregoing without our prior written consent.
7. SECURITY AND ELECTRONIC COMMUNICATION
7.1 Unsecure Electronic ChannelsYou accept full responsibility for all risks associated with electronic communications between us, including, without limitation, the risk that such communications may be delivered to the wrong person, intercepted, lost or altered by a third party.
7.2 Access to Account
You are responsible for ensuring that the Services, your Rentler account and your Merchant Account will only be used by you. You agree that any electronic communications made by you or purporting to have been made on your behalf will be binding on you.
7.3 Notice of Unauthorized Use
You agree to notify us immediately if you know or reasonably ought to know that an unauthorized person is accessing or may access our Services (through your Rentler account or otherwise) or your Merchant Account, or if you become aware of any actual or threatened use of our Services in a manner contrary to this Agreement.
7.4 Web Links
There may be links on our Website to websites not owned or operated by us. We make no representations about, do not endorse, and are not responsible for the content, products, services, privacy policies or practices relating to such other websites. We are not responsible for any losses realized by you or claims made against you relating to your use of such other websites.
7.5 Evidence
Electronic records and other information maintained by us regarding any electronic communications with you will be admissible in any legal, administrative or other proceedings as conclusive evidence of the contents of those communications in the same manner as an original paper document, and you waive any right to object to the introduction of any such record or other information into evidence on that basis.
8. PRIVACY
8.1 PrivacyBy using the Website and our Services, you agree to the collection and use of your personal information, and the sharing of such information with our Indemnified Parties and your landlord, property manager, or other related party (as the case may be), in accordance with our Privacy Policy, available at https://www.rentler.com/page/privacy-policy.
8.2 Password Security and Keeping Your Email Address Current
You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Services. You are also responsible for keeping your email address, street address, and other personal information, up to date in your Account Profile and your Merchant Account, available at https://www.rentler.com.
8.3 Calls to You; Mobile Telephone Numbers
By providing us with a telephone number (including a mobile telephone number), you consent to receiving autodialed and pre-recorded message calls from us at that number. If we determine that a telephone number you have provided to us is a mobile telephone number, we may categorize it as such in our systems and in your Account Profile available at https://www.rentler.com, and you consent to receive text messages from us about your use of the Services at that number.
9. INDEMNIFICATION; LIMITATION OR LIABILITY; WARRANTIES
9.1 Indemnification and ReleaseYou agree to indemnify and hold harmless each of the Indemnified Parties from any claim or demand made by such Indemnified Parties or any third parties (including reimbursement of reasonable legal costs incurred) due to or arising out of your use of our Services or our Website, your breach of this Agreement or your violation of any law or right of any third party.
9.2 Limitations of Liability
IN NO EVENT SHALL ANY INDEMNIFIED PARTY BE LIABLE FOR LOST PROFITS, BUSINESS, REVENUE, OR CUSTOMERS OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DISCLOSURE OF INFORMATION OR LOSS OF PRIVACY), HOWEVER ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, OUR SERVICES OR THIS AGREEMENT INCLUDING NEGLIGENCE EVEN IF RENTLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANYTHING TO THE CONTRARY NOTWITHSTANDING, THE CUMULATIVE LIABILITY OF ALL INDEMNIFIED PARTIES TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED IN TOTAL TO THE LESSER OF (A) THE AMOUNT OF SERVICE FEES YOU PAID TO RENTLER IN THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO AN ALLEGED LIABILITY AND (B) FIFTY DOLLARS, AS THE SOLE AND EXCLUSIVE REMEDY.
9.3 No Warranty
OUR SERVICES ARE PROVIDED AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE ACCESS TO ANY PART OF OUR SERVICES.
9.4 No Jury or Class Action
YOU HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY AND AGREE THAT ANY AND ALL DISPUTES, CLAIMS, ACTIONS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE TERMS OF USE AND ALL ISSUES AND QUESTIONS CONCERNING THE VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS TERMS OF USE AND OTHER DOCUMENTS SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.
10. TERMINATION
10.1 Termination by RentlerWe may, in our sole discretion and without penalty or liability whatsoever, terminate this Agreement or your access to our Services for any reason and at any time, upon notice to you.
10.2 Post-Termination Transition
All monetary and non-monetary obligations of the parties owing or to be performed or discharged prior to the date of termination or expiration shall survive termination until such obligations have been performed or discharged.
11. MISCELLANEOUS
11.1 CurrencyUnless otherwise specified, all dollar amounts referred to in this Agreement are in lawful money of the United States.
11.2 Relationship
Rentler is an independent contractor. Nothing contained in this Agreement will create a partnership, joint venture, principal-and-agent relationship or any similar relationship between us.
11.3 Third-Party Providers
We may use one or more third-party service providers in the course of providing our Services. You agree that information about you and your Payments may be shared with such service providers for the purposes of performing this Agreement in accordance with our Privacy Policy.
11.4 Features and Functionality
You understand that the Service may change over time as we refine and add more features or content. We reserve the right to update, modify, or discontinue the features, functionality, content or other aspects of the Service at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Agreement. We do not guarantee the availability of the Service and other benefits contained therein, and they are all subject to change at any time without notice.
11.5 Entire Agreement
This Agreement constitutes the entire agreement between us relating to the subject matter of this Agreement; it supersedes and replaces any previous or contemporaneous agreements and discussions between us.
11.6 Representation and Warranty
You represent and warrant that your execution of and performance under this Agreement (a) in no way breaches, contravenes, violates or in any manner conflicts with any of your other legal obligations, including, without limitation, your corporate charter or similar document, if applicable, or any agreement between you and any third party; and (b) has been duly authorized by all necessary actions and does not require any consent or other action by or in respect of any third party.
11.7 Notices
In order to be effective, notice pursuant to this Agreement must be given as follows:(a) notice to you may be given by electronic mail to the email address stated in your Account Profile, or by posting such notice on our Website, whether addressed specifically to you or more generally to users of our Website or our Services; and(b) except as otherwise stated in this Agreement, notice to us must be sent by postal mail, with an electronic mail copy to [email protected], and to the address listed below. Such notice is effective on the fourth Business Day following the day on which it is postmarked.
Rentler LLC
PO Box 709522
Sandy, UT 84070-9522
11.8 Severability
The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions.
11.9 Governing Law
This Agreement is governed by, and is to be interpreted, construed and enforced in accordance with, the laws of the State of Utah and the laws of The United States of America applicable in Utah, excluding any rule or principle of conflicts of law that may provide otherwise. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
11.10 Jurisdiction
The parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of the State of Utah with respect to any legal action or proceeding which may be brought at any time relating in any way to this Agreement except for applications for injunctive relief or specific performance by Rentler. Each of the parties irrevocably waives any objection it may now or in the future have to the venue of any such action or proceeding, and any claim it may now or in the future have that any such action or proceeding has been brought in an inconvenient forum. Jurisdiction and venue under this Agreement shall lie in the State of Utah.
11.11 Binding Effect; Assignment
This Agreement inures to the benefit of and binds the parties’ respective heirs, executors, administrators and other legal representatives, successors and permitted assigns. You may not assign this Agreement without our prior written consent. We may assign this Agreement to a third party upon notice to you.
11.12 Equivalency
This electronic Agreement and any other materials incorporated herein will be:(a) deemed for all purposes to be a "writing" or "in writing", and to comply with all statutory, contractual, and other legal requirements for a writing;(b) legally enforceable as a signed writing as against the parties subject to the electronic documents; and(c) deemed an "original" when printed from electronic records established and maintained in the ordinary course of business.Electronic documents introduced as evidence in any judicial, arbitration, mediation or proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
11.13 Amendments
We may amend this Agreement from time to time at our discretion. You accept responsibility for reviewing all communication about this Agreement on our Website and acknowledge you will be deemed to have agreed to the terms of amendments communicated on our Website if you continue to use our Services.
11.14 Professional Advice
Any information provided to you by us is merely guidance and you agree that it does not constitute professional advice. You should consult with professional accounting, tax, legal and other advisors before deciding to use our Services.
11.15 Waivers
A waiver shall not be effective unless it is in writing and signed by the party against whom the waiver is being enforced.
11.16 Survival
The provisions of Sections 1, 3, 5, 6, 8, 9 and 11.16 of this Agreement shall survive termination and expiration.
11.17 Force Majeure
We are not responsible for damages caused by delay or the failure to perform any of our obligations under this Agreement when the delay or failure is the result of Force Majeure.
11.18 Language
The parties confirm that this Agreement, as well as any other documents relating to this Agreement, have been and shall be prepared in the English language only.