2. Obligations of Landlord
Subject to these Terms, Rentable will accept on behalf of Landlord, as Landlord’s agent, each discrete security deposit and/or last month’s rent payment required in accordance with a residential lease between the Landlord and each of its tenants (each such tenant a “Tenant” hereunder and each such tenant’s security deposit a “Security Deposit” hereunder). Each Security Deposit and/or last month’s rent payment will be delivered to Rentable via electronic means through Rentable’s third-party vendors with such information as is required. Rentable will maintain the Security Deposit and/or last month’s rent payment in a discrete sub-account in the financial institution designated by Rentable until delivery instructions are provided, at which time the Security Deposit will be returned to the Tenant or the Landlord as more fully set forth in Section 10 below.
Landlord agrees to provide Rentable with at least 30-days prior written notice of (1) any transfer of the ownership of any leased property to another person or (2) a change in the management company acting as Landlord’s agent for a leased property.
Landlord hereby appoints Rentable as its agent for the express purpose of providing the SDMP pursuant to the terms and conditions stated herein for Security Deposits and/or last month’s rent payment required in connection with leases of residential real property. Each Landlord and Tenant will create a Rentable Management Account in order to use the SDMP via the Website.
Rentable’s responsibility is solely to provide the SDMP for Security Deposits and/or last month’s rent payment as agent for the Landlord and Rentable has no responsibility to provide Tenant with any notices, bank account information, information regarding the Landlord, information on the location or amount of the Security Deposit and/or last month’s rent payment, information on interest earned or credited to the account of the Tenant or any other information regarding the requirements of laws in connection with Security Deposits and/or last month’s rent for rentals of residential real estate. Any information of any nature provided to the Tenant from any source connected with Rentable should be confirmed with the Landlord to ensure accuracy and validity.
Landlord represents and warrants that all of the information provided by Landlord to Rentable or any Tenant pursuant to these Terms is and will be true, accurate and complete, including the date that the Tenant’s lease terminates and any changes thereto. Rentable is entitled to rely on the information supplied by Landlord on the lease termination date for the purposes of Section 10. Landlord recognizes that these Terms may be inconsistent with the terms of any real property lease. Landlord agrees that these Terms shall supersede any inconsistent provisions of any real property lease insofar as such lease shall govern the maintenance, payment or return of any Security Deposits and/or last month’s rent payment held by Rentable.
Landlord is solely responsible for compliance with all legal requirements applicable to the Security Deposits and/or last month’s rent payments and will indemnify Rentable for any liability for failure to comply with applicable law. For the avoidance of doubt, Rentable makes no representation or warranty that Landlord’s use of the SDMP will fulfil any or all of Landlord’s legal requirements for handling and processing Security Deposits and/or last month’s rent payments under applicable law.
Landlord’s user name will be Landlord’s e-mail address. Landlord will create a unique password in order to access Landlord’s RMA Account. Landlord acknowledges and agrees that Landlord is prohibited from sharing passwords and or user names with unauthorized users. Landlord will be responsible for the confidentiality and use of Landlord’s (including its employees’) password and user name. Landlord will also be responsible for all electronic communications, including those containing business information, account registration, account holder information, financial information, ,and all other data of any kind contained within emails or otherwise entered electronically through the SDMP or under Landlord’s RMA Account (as defined below). Rentable will act as though any electronic communications it receives under Landlord’s passwords, user name, and/or account number will have been sent by Landlord. Landlord agrees to notify Rentable if Landlord becomes aware of any loss or theft or unauthorized use of Landlord’s password, user name, and/or account number.
Landlord confirms that the SDMP is a deposit management service platform and not an electronic funds transfer service as defined under applicable law.
By accepting these Terms, Landlord agrees to comply with the Privacy Policies, including sections regarding confidentiality of information, of Rentable and its third-party vendor’s set for below in Section 5.
3. Obligations of Rentable
Rentable’s sole obligation with respect to the SDMP is to hold the Security Deposit and/or last month’s rent payment in escrow as Landlord’s agent and distribute each such Security Deposit and/or last month’s rent payment on the terms and conditions set forth in these Terms. The Security Deposit is not the property of Rentable; it remains the property of Tenant subject to the terms and conditions of Tenant’s lease with Landlord and the conditions set forth in Tenants account with Rentable.
If Rentable approves a Tenant for participation in Rentable’s Payment Plan services (see Section 10), Rentable agrees to guarantee the full amount of the Security Deposit on the terms as described in Section 10 and, only after exhausting all collection efforts from Tenant, cover any unpaid balance that may be owed to compensate Landlord in accordance with the terms of the residential lease.
The duties, responsibilities and obligations of the Rentable shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. Rentable shall not be subject to, nor required to comply with, any agreement between or among Landlord and the Tenant, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with these Terms) from any party other than Landlord. Rentable shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.
Rentable shall not be liable for any action lawfully taken or omitted, or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of bad faith, gross negligence or willful misconduct on its part. In no event shall Rentable be liable (i) for acting in accordance with or relying upon any written instruction, notice, demand, certificate or document from the Landlord, (ii) for any consequential, punitive or special damages, or (iii) for an amount in excess of the value of the Security Deposit in issue.
Rentable may consult legal counsel of its own choosing in the event of any dispute or question as to the construction of these Terms or Rentable’s duties hereunder, and Rentable will incur no liability and will be fully protected with respect to any action taken or omitted in good faith in accordance with the reasonable opinion and instructions of such counsel.
Rentable shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Rentable (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility).
If at any time Rentable is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Security Deposit and/or last month’s rent payment (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of escrow property), Rentable is authorized to comply therewith in any manner as it or its legal counsel of its own choosing reasonably deems appropriate; and if Rentable complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Rentable shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.
4. Using the Website
You acknowledge that the quality and speed of access to the Rentable Website and SDMP will be impacted by the quality and bandwidth of your internet or network service. We are not responsible in any respect for the failure of such services.
You understand that the technical processing and transmission of the SDMP and/or the Rentable Website may involve: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks. We generally will inform you of any material changes to the technical requirements which may impact on your ability to use the SDMP or access the Rentable Website in advance of implementing such changes.
The SDMP may be integrated with third-party applications, websites, and services to make available content, products, and/or services to you. These Third-Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.
5. Electronic Signatures
Rentable provides an electronic signature service which allows parties to sign documents electronically. Each time a party uses the electronic signature service, that party is expressly (i) affirming that it is able to access and view the document to be signed, (ii) consenting to conduct business electronically with respect to the transaction contemplated by the document to be signed, and (iii) agreeing to the use of the electronic signatures for the document to be signed.
Using the electronic signature service to sign documents is optional, and parties can choose to manually sign documents if they prefer. If a party would like to manually sign a document, said party should make sure that they do not electronically sign the document via the electronic signature services and obtain a physical copy of the document to be signed. Rentable has no responsibility or liability with respect to providing a physical copy of the document to be signed.
Rentable has no responsibility or liability with respect to the content, validity, or enforceability of any document, nor is it responsible or liable for any matters or disputes arising from any documents.
Rentable makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS THE RESPONSIBILITY OF THE PARTIES TO THE DOCUMENT TO BE SIGNED TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE ELECTRONIC SIGNATURE SERVICE.
6. Rentable Management Accounts
To use our SDMP, Landlord must register and create a Rentable Management Account (RMA) through the Website. Rentable can accept or refuse registration for an RMA in its discretion for any lawful reason.
- You must use your real name when creating an RMA.
- Your registered name must be your legal name (whether you are an individual, company, partnership or other legal entity) and correspond to your name as the Landlord in your rental agreement with the Tenant.
- You may have your RMA created by an agent acting on your behalf. Such agent may be a person or legal entity of your choosing and may include a Property Manager, a Property Management Company, a real estate broker, attorney or other party. This agent may manage your RMA and execute transactions on your behalf to the same extent that you may use your RMA directly. You agree to be responsible for all acts of your agent, including acts of the agent that are fraudulent, unauthorized, involve theft or embezzlement of the Deposit or funds in Landlord’s RMA. You hereby ratify the actions of your agent in managing the RMA. You may terminate the agency at any time by notice to Rentable in writing. Rentable will have a reasonable period of time to effect the termination and restrict the ability of the agent to manage your RMA.
You warrant and represent that the information provided when creating your RMA is complete, true and accurate in every respect and is not misleading in any respect. You must promptly update your RMA if any of this information changes.
You must use the username and password chosen by you as a part of the RMA registration process.
You are responsible for keeping your password confidential, safe and secure. If you know or suspect that anyone other than you knows your password details or believes its integrity has been compromised, you must change it immediately and notify us at email@example.com.
You are responsible for ensuring that all details you provide to us through your RMA are correct including, in particular, any bank account details. Any payment made by us from your RMA to an incorrect account is not our responsibility and we may charge you for any cost we incur to assist you in recovering such payments. We will make reasonable efforts to ensure the information provided through your RMA is accurate and up to date. There may be a time lapse for transactions which are in progress.
Rentable is not liable where your RMA is used by someone other than you. You agree to notify us immediately by email to firstname.lastname@example.org if you suspect any unauthorized use has been made of your RMA.
7. Using the SDMP
You must be 18 years of age or older to (i) create and use an RMA and (ii) use our SDMP.
To use the SDMP:
- The Landlord must create an RMA.
- Landlord must send a Rentable Request to the Tenant. This request will set out the Landlord’s and Tenant’s details and details of the property, including the amount of the Deposit and the Rental Term.
- Tenant may set up a RMA, but is not required to do so.
- After the Rentable Request is sent to Tenant, the Deposit Sub-Account will be created. Once the Deposit Sub Account is created, Rentable will only release the Security Deposit (in whole or in part) to either the Landlord or Tenant in accordance with Section 10 below.
- Each Deposit Sub Account is separate and distinct from any other Deposit Sub Account. For instance, if a Landlord has multiple properties, a separate and distinct Deposit Sub Account is created in accordance with Section 7 in respect of each Deposit for each respective property.
- By creating a Deposit Sub Account, the Landlord and Tenant agree that the Deposit Sub Account shall in so far as is permissible under applicable law prevail over any agreement, lease or similar arrangement between the Landlord and Tenant in relation to the Security Deposit.
The SDMP may only be used for lawful purposes and transactions. You shall not use the SDMP in connection with any marijuana related business, including without limitation the leasing of real estate for purposes of operating a marijuana related business, or any transaction that is illegal or violates any laws in your jurisdiction or involves transactions directly or indirectly involving individuals, persons or entities with whom US persons are prohibited from engaging pursuant to laws, regulations, sanctions and export controls administered by the Departments of Treasury, Commerce and State or other agencies.
Rentable, in its sole discretion, may refuse to complete any transaction if Rentable has reason to believe the transaction is unauthorized or made by someone other than you, may violate any law, rule or regulation, or if Rentable has other reasonable cause not to honor it.
8. Making a Deposit
All deposits to or payments from your RMA shall be made in US dollars. All sums paid to the RMA will be held on your behalf in a Deposit Sub Account at our designated Bank.
Rentable is only deemed to have received money credited to your RMA when the Bank makes the funds fully available for withdrawal.
The Security Deposit continues to be the property of the Tenant. A Landlord only has a contractual right to claim on the Deposit in accordance with the terms of the lease and the laws of the state where such Security Deposit is held. If Landlord is entitled to some or all of a Security Deposit, Landlord shall so instruct Rentable and Rentable shall notify Tenant by email of this development. If, under relevant law, Landlord is required to deliver notice of a claim to some or all of a Security Deposit by another method (i.e. by certified mail), Landlord shall be responsible for such delivery.
Your RMA and the Security Deposit are not an asset or the property of Rentable and are only managed on behalf of the Landlord.
The use of a credit or debit card may be limited by your agreement with your financial institution and/or by applicable law. Rentable is not liable to any person or entity if your financial institution fails to honor any credit or debit to or from your RMA.
9. Rentable Fee
Rentable sometimes charges fees for payment processing and/or facilitation or other Additional Services when applicable. Such fees, if payable by you, shall be disclosed through the Rentable SDMP.
If Landlord pays any sums by credit or debit card, and later cancels the payment, Landlord is required to pay us any charge we incur to our payment processor as a result of the cancellation. We may deduct this amount from any sums credited to your RMA or the Security Deposit (in which case the person that made the cancellation is then responsible for making a further payment through its RMA to increase the Security Deposit to the amount required under the Deposit Sub Account).
We can, at any time, change the Fee and notify you of such change as set out herein. This change will apply for any Deposit Sub Account which you create after the date of the change but won’t apply to any existing Deposit Sub Account. By continuing to use the SDMP, you are deemed to have accepted such change.
10. Payment Plan Option for Tenants
Rentable, through our affiliate Rentable Finance, LLC, offers Tenants an optional Payment Plan service to provide the Security Deposit in monthly installments throughout the term of the lease, rather than entirely upfront. Tenants interested in the Payment Plan must submit an application and submit to a credit check and other review by Rentable. Rentable may approve or deny a Tenant’s application in its sole discretion based on the Tenant’s creditworthiness and other information Rentable deems relevant. By using Rentable’s Services and the SDMP, Landlord agrees and consents to a Tenant’s use of the Payment Plan service to pay the Security Deposit in monthly installment payments. If you do not agree to a Tenant’s use of the Payment Plan that you should not use Rentable’s Services or the SDMP for that Tenant. Landlord may notify Rentable of any concerns with a Tenant’s use of a Payment Plan, but the decision whether to offer a Tenant the Payment Plan services remains solely Rentable’s. Rentable will notify Landlord when a Tenant applies for the Payment Plan services and if Rentable approves such Tenant for participation in the Payment Plan services. Rentable will notify Landlord if a participating Tenant fails to make an installment payment. Landlord agrees to notify Rentable if a participating Tenant fails to make a monthly rent payment in accordance with the terms of the residential lease.
If a Tenant participating in the Payment Plan services fails to make all installment payments totaling the full amount of the Security Deposit, as between Rentable and Landlord, Rentable shall guarantee up to the full amount of the Security Deposit and, only after exhausting all collection efforts from Tenant, shall pay to Landlord the unpaid balance of the Security Deposit owed to Landlord in the event of a release requiring some or all of the Security Deposit be disbursed to Landlord to compensate Landlord in accordance with the terms of the residential lease.
Notwithstanding the above, if Landlord transfers the ownership of a leased property to another person or changes the management company acting as Landlord’s agent for a leased property and Rentable is not retained by the successor owner or management company, neither Rentable nor the Tenant of the leased property shall be obligated to pay any remaining installment payments on the Security Deposit after the date of such transfer or change.
If Landlord transfers the ownership of a leased property to another person (the “Successor”), Landlord may assign its contract with Rentable to Successor or Successor can enter into its own contract with Rentable. In either case, Rentable shall continue to manage the Security Deposits on such property post-sale.
In the event of such a transfer, funded Security Deposits shall be transferred to Successor pursuant to the purchase and sale agreement for the transfer. Where there are Security Deposits in the Payment Plan that are not fully funded, if Successor (i) accepts an assignment of Landlord’s contract with Rentable or (ii) enters into its own contract with Rentable, Rentable shall continue to collect and guarantee the unfunded Security Deposits.
11. Release Events and Withdrawals
Rentable will hold each Security Deposit and/or last month’s rent payment in a Deposit Sub Account until it receives written instructions (in electronic form) from the Landlord that instructs Rentable to disburse of some or all of the Security Deposit and/or last month’s rent payment in one of the following ways:
- Return the entire Security Deposit to the Tenant;
- Deliver a stated amount of the Security Deposit to the Landlord to compensate Landlord in accordance with the terms of the residential lease between Landlord and the Tenant and return the balance to the Tenant; or
- Deliver the entire Security Deposit of the Tenant to the Landlord to compensate Landlord in accordance with the terms of the residential lease between Landlord and the Tenant; or
- Return the entire last month’s rent payment to the Landlord.
Where Rentable is to return some or all of a Security Deposit to a Tenant, Rentable shall use the most recent address or bank or payment account information maintained in Rentable’s records. In some instances (for example, when Landlord has delivered to Rentable a Security Deposit previously held by Landlord and Tenant never opens a SDMP with Rentable), Rentable may not have accurate or any contact information for the Tenant. Where Rentable is unable to locate a Tenant or receives no reply from a Tenant, Rentable shall so notify Landlord and shall return the Security Deposit to Landlord and Landlord shall be responsible for locating and returning the Security Deposit to Tenant.
The SDMP and Deposit Sub Account shall be terminated on the date on which the entire Security Deposit has been distributed.
Disbursements made by Rentable by check can be expected within 14 business days, while disbursements made by Rentable via the Automated Clearing House (“ACH”) can be expected within 5 business days.
12. Instructions from Landlord
Landlord is responsible for all instructions given to Rentable through the Landord’s RMA.
Landlord agrees that Rentable can rely on any instruction (including any mentioned in Section 10) through Landlord’s RMA as being an accurate, binding and final instruction from Landlord.
Landlord must ensure that all instructions are accurate and complete and correctly identify the Security Deposit or other amount and the nominated bank account for any payments.
If Landlord gives Rentable an instruction within 9 am and 4 pm on a Banking Day, Rentable will process this instruction as soon as reasonably practicable, but such instruction may be processed on a subsequent Banking Day.
All transactions using the SDMP are subject to acceptance and verification by Rentable and the Bank.
If Landlord’s instructions or any required information are incomplete, the transaction may not be implemented. Rentable is not responsible or liable for any consequence of this.
All transactions in Landlord’s RMA are subject to having sufficient available funds in the Deposit Sub Account. Landlord may not create an overdraft or exceed an approved limit in Landlord’s RMA.
13. Limited Warranty, Limitations of Liability
In the event of any breach of these Terms by Rentable, Rentable’s sole obligation, with respect to a written claim of breach made by Landlord shall be to remedy the breach to the extent that such remedy is commercially practicable.
EXCEPT AS OTHERWISE STATED IN SECTION 4 ABOVE, RENTABLE DOES NOT REPRESENT (i) THAT USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE, (ii) THAT THE SERVICE WILL MEET LANDLORD REQUIREMENTS, (iii) THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED, (iv) THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (v) THAT THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY RENTABLE, (vi) THAT THE OPERATION OF THE SERVICES WILL BE SECURE, (vii) THAT RENTABLE AND ITS THIRD PARTY VENDORS WILL BE ABLE TO PREVENT THIRD PARTIES FROM ACCESSING LANDLORD’S DATA OR CONFIDENTIAL INFORMATION, (viii) THAT ANY ERRORS WILL BE CORRECTED, (ix) THAT ANY STORED LANDLORD DATA WILL BE ACCURATE OR RELIABLE, (x) OR THAT THIRD PARTY INFORMATION OR DATA MADE AVAILABLE AS PART OF THE SERVICE WILL BE COMPLETE, RELIABLE OR ACCURATE. THE OBLIGATIONS STATED IN SECTION 4 ABOVE ARE THE SOLE AND EXCLUSIVE OBLIGATIONS OF RENTABLE. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE IS PROVIDED TO LANDLORD ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR COMMERCIAL USE ONLY. LANDLORD ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE LANDLORD’S PURPOSE.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST OR CORRUPTED DATA OR CONTENT, LOST REVENUE ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE SERVICE, THE USE OF THE SERVICE OR THE INABILITY TO USE SERVICE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DIRECT DAMAGE LIMITATIONS:
- IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RENTABLE OR ANY THIRD PARTY VENDORS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY LICENSE, USE, OR OTHER EMPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY LANDLORD TO RENTABLE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THERE SHALL BE ONLY ONE AGGREGATE LIABILITY CAP UNDER THIS AGREEMENT EVEN IF THERE ARE MULTIPLE CLAIMS; EACH CLAIM SHALL REDUCE THE AMOUNT AVAILABLE IN THE AGGREGATE.
- RENTABLE SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE LOSS OR CORRUPTION OF ANY DATA OR CONTENT WHETHER RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES, SERVICE INTERRUPTIONS OR OTHERWISE.
- EXCLUSIONS. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY WITH RESPECT TO: (I) DAMAGES TO PERSONS AND/OR TANGIBLE PROPERTY OCCASIONED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, OR (II) LANDLORD’S OR TENANT’S UNAUTHORIZED USE OF RENTABLE’S OR THIRD PARTY VENDOR’S INTELLECTUAL PROPERTY, MATERIALS OR ASSETS; DAMAGES AS LIMITED BY THIS SECTION 13 ARE LANDLORD’S AND TENANT’S SOLE AND EXCLUSIVE REMEDY.
LANDLORD AGREES THAT LANDLORD SHALL BE LIABLE TO RENTABLE AND LANDLORD SHALL FULLY AND EFFECTIVELY INDEMNIFY AND HOLD HARMLESS RENTABLE AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY COSTS, LOSSES, EXPENSES, DAMAGES AND LIABILITIES SUFFERED, INCURRED OR AGREED TO BE PAID OUT BY RENTABLE IN CONNECTION WITH ANY CLAIM TAKEN OR THREATENED AGAINST RENTABLE ARISING FROM OR RELATED TO LANDLORD’S NEGLIGENCE, FRAUD, CRIMINAL BEHAVIOR OR BREACH OF THESE TERMS OF SERVICE. THIS CLAUSE SURVIVES THE TERMINATION OR EXPIRATION OF THE TERMS OF SERVICE.
Rentable shall defend, indemnify, and hold Landlord harmless from and against third party claims directly arising from Rentable’s acts or omissions in violation of its obligations under these Terms. Notwithstanding the general limitations of liability under Section 13 of these Terms, Rentable’s total liability to Landlord under this Section shall not exceed the amount of the Security Deposit.
15. License and Acceptable Use
Rentable hereby grants you, subject to these Terms, a limited non-exclusive, non-sublicensable, non-transferable, license to use the SDMP and the Website for your internal business purposes. You have no rights in the SDMP or Website other than as expressly provided in these Terms. You may not download any portion of the Website or use of any SDMP other than for your own personal business use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the SDMP or the Website for any commercial purpose.
You may not use any of Rentable’s trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Rentable’s absolute discretion. Rentable’s logos and product and service names are trademarks of Rentable. All other trademarks appearing on the website or in connection with the SDMP are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
In addition to any other things that might constitute a misuse of the SDMP, you must not, and must not attempt to do the following things:
- modify, alter, tamper with, repair or otherwise create derivative works of any of the SDMP
- reverse engineer, disassemble or decompile the software used to provide or access the SDMP, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
- use the SDMP for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
- sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the SDMP to any third party;
- remove, obscure or alter any proprietary rights notice pertaining to the SDMP
- access or use the SDMP in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
- use the SDMP to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
- interfere with or disrupt servers or networks used by Rentable to provide the SDMP or used by other users to access the SDMP, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the SDMP;
- share passwords or other access information or devices or otherwise authorize any third party to access or use the SDMP.
16. Events Beyond our Control
Rentable is not in breach of these Terms or liable to you if there is any total or partial failure of performance of the SDMP or the Website resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, pandemic, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.
Rentable may suspend or withdraw access to and use of the SDMP (including any RMA) or our Website (in whole or in part) if there is a breakdown or malfunction of, or connected to, any system or software used in connection with Rentable, or where there is a real or potential security risk or for any other reason whatsoever that we feel justifies doing so. We are not liable to you for any suspension or withdrawal of the SDMP or our website.
You must send any formal notice under these Terms to Rentable by sending it by email to email@example.com.
Rentable may send any formal notice under these Terms to you by sending it by email to the email address registered to your RMA, by post to the address registered to your RMA or through an in-app communication.
If, at any time, any provision of these Terms is or becomes illegal, invalid or unenforceable, that shall not affect or impair the legality, validity or enforceability of the remainder of these Terms (including the remainder of a provision where only part of it is or has become illegal, invalid or unenforceable).
Your RMA is personal to you and you may only obtain and create a RMA on your own behalf.
Rentable may assign, transfer or otherwise dispose of all or any of Rentable’s rights or obligations under these Terms, in whole or in part, with prior notice to you, provided that in doing so we do not materially prejudice your interests under these Terms.
22. Compliance with Law
You must not use the SDMP for illegal purposes, including but not limited to fraud, money laundering, terrorism or other criminal activity or to transfer money to persons who may be subject to sanctions or violate any laws in your jurisdiction.
Rentable can take whatever action we consider appropriate to meet our legal obligations anywhere in the world (including suspending your RMA or any transactions) relating to the prevention of fraud, money laundering, terrorism or other criminal activity and to the provision of financial and other services to persons who may be subject to sanctions. If this results in a delay or failure to effect instructions, we are not liable for any resulting loss, damage or other liability suffered by you or any third party. We reserve the right to notify the appropriate authorities and/or terminate a Deposit Sub Account and return or withhold any Security Deposit or sum paid where we believe or suspect that our SDMP is being used for inappropriate or unlawful purposes or in breach of these Terms.
23. Entire Agreement
These Terms of Service represent the entire understanding of the Landlord and Rentable concerning the SDMP (and all related matters) and supersede all prior agreements (whether written, oral or implied) which are hereby revoked by mutual consent. You confirm that you have not relied upon, and have no remedies in respect of, any representations, terms or conditions except those set out in these Terms.
24. Governing Law
The laws of Massachusetts apply to the formation, interpretation, existence and application of these Terms, and any matter or dispute arising out of or in connection with them (including non-contractual disputes), and the courts of Massachusetts have jurisdiction in connection with the Terms and all such matters and disputes. You hereby agree to submit to the exclusive jurisdiction of such courts for any and all such matters and disputes.
25. Definitions and Interpretation
Reference to any gender includes all genders and number includes the plural and vice versa and words importing persons include firms or companies. The section headings to the provisions are inserted for convenience of reference only and are not a part of, and do not or affect the construction or interpretation of, the Terms of Service. None of these Terms of Service will be interpreted so as to deprive you of any rights you have under applicable law unless you may waive such rights.
The following expressions have the meanings given to them below:
“Bank” means the bank chosen by Rentable at which one or more of Security Deposits are held.
“Bank Account” means the bank account with the Bank where Security Deposits from the Tenant and other sums credited to the RMA by the Landlord, Tenant and others, are kept by Rentable for the purpose of providing the SDMP.
“Banking Day” means a day that all banks are open for business in Massachusetts, meaning Monday to Friday, excluding weekends and public holidays in Massachusetts.
“Rentable Management Account” means, as the context so admits or requires, the account set up on the Website by either a Landlord or a Tenant.
“Rentable Request” means the request setting out the details of a proposed Deposit Sub Account (including the Deposit amount, Tenant and Landlord name, Rental Term and property address) that is sent by the Landlord (or vice versa) through our Website and, once accepted by the other party, creates the Deposit Sub Account.
“Landlord” means a person that: has a Landlord Rentable Management Account (whether set up and used by that person or by an agent on their behalf) as permitted under Section 6 herein. For the purposes of this definition, “agent” includes any Property Manager or a Property Management Company to which the Landlord has delegated authority to act on their behalf; and with respect to a particular Deposit Sub Account, is identified in the Rentable Request as the Landlord of the property for which the Security Deposit is being made.
“Landlord Rentable Management Account” means a registered Landlord account with Rentable, created and managed through our Website, which contains the Landlord’s user profile.
“Release Event” means any of the release events described in Section 10.
“Rental Term” means the period during which a property is rented or leased by a Tenant as set out in the relevant Rentable Sub Account. The Rental Period can be extended by the Landlord and Tenant when the Landlord sends an extend request through our Website and the Tenant accepts that request.
“Property Management Company” or “Property Manager” is a company or an individual acting as an agent of the Landlord. Any reference to Landlord shall for the avoidance of doubt include a property management company or property manager acting as an agent for the Landlord.
“Tenant” means a person that has a Tenant Rentable Management Account; and with respect to a particular Deposit Sub Account, is identified in the Rentable Request as the Tenant of the property for which the Security Deposit is being made.
“Tenant Rentable Management Account” means a registered Tenant account with Rentable, created and managed through our Website, which contains the Tenant user profile.