THIS AGREEMENT is between your property (hereinafter "Property") and Rezedent.com LLC. Located at 411 Borel Ave. Ste 504A, San Mateo, CA 94404. (Hereinafter "Rezedent.com"), collectively referred to as the "Parties".
WHEREAS, Property maintains residential and/or commercial tenants ("Tenants") pay rent and/or HOA Fees (collectively "Payments") associated with Property at a regular monthly frequency;
WHEREAS, Rezedent.com has developed technology to help Property collect and record payment of fees from Tenants on behalf of Property and a social media web portal for tenants to communicate among each other.
WHEREAS, the Parties wish to engage in the services described in this Agreement whereby Tenants may access Rezedent.com's website to use Social Features and Pay Rent/Dues owed to Property.
NOW THEREFORE, in consideration of the premises set forth above and the mutual promises, agreements and conditions stated herein, the Parties agree as follows:
Rezedent.com is a Social Tool that allows Renters and HOA Communities to interact with each other. This tool is governed by Property and usage Terms and Conditions listed on website.
Rezedent.com provides secure www.rezedent.com website access that allow tenants to submit payments via credit card that are owed to property. residents must submit email address to property manager who in turn enters those emails to invite residents to access their private online account. during setup process, the property manager or designated board of director member must verify submitted information, including payment amount and late fee terms.Rezedent.com is underwritten and scrutinized by highest standard of underwriting, payments are secure and pci compliant and processes payments through and meritus payment solutions.Rezedent.com light property management portal and meritus payment solutions are available to utilize for customer service and web based payment tracking.
Start date. Rezedent.com shall commence the provision of the Services on Setup Date
Rezedent.com solution is to provide Property and HOAs a secure electronic Application to set up a private Merchant Account through Meritus Payment Solutions to receive Debit, Credit Card, EFT, ACH Payments owed to Property. Payments are submitted through the Pay Module by individual USER login. The collection of Rent and/or HOA Dues will be deposited directly to the Trust Bank Account of Property that was designated on Merchant Application. Rezedent.com reserves the right to collect an Administrative Fee listed in below Payment Structure to recover Credit Card processing cost. A portion of the Administrative Fee is also apportioned to the maintenance and enhancement ofRezedent.com Portal and its Services.Fee Structure Credit Card
3.00% Administrative Fee to USER added to transaction total
N/A Split Cost of Administrative Fee between Payee and ____% Property.
N/A Property Pays Administrative Fee
N/A No Payment Portal. Social Features only Subscription.Fee Structure ACH (auto deduct)
$3.00 Administrative Fee to USER added to transaction total
N/A Split Cost of Administrative Fee between Payee and ____% Property.
N/A Property Pays Administrative Fee
Rezedent.com will setup Merchant Account for Credit Card and ACH processing on behalf of Property. Property will provide the following toRezedent.com
Rezedent.com with 30 days' notice can assess an increase or decrease in the above Fees Structure.
Method of Payment If selected Split Cost Fee and/or Property Pays Fee, Payments owed to Rezedent.com by Property, shall be paid upon invoice by either check or debited ACH.
Designated Property Representative will be responsible for maintaining and tracking Payments after initial setup with Rezedent.com apos;s Account Manager. Any deletions or errors in account information caused by Property Representative shall be Property Representative sole responsibility. Rezedent.com shall not be held liable for deletions or errors caused by Property Representative using Property Manager Portal. Rezedent.com Technical Support and Account Managers will be available to assist during normal business hour 9am PT - 5pm PT.
If Property Representative is relieved of duties or otherwise transfers Property to another party ("Replacement Property Representativ"), Property Representative must immediately notify Rezedent.com of the Replacement Property Representative. Payments and Portal usage by Tenants will continue uninterrupted according to terms of this Agreement. In the event of a Property Management change, all data is owned by Property.
Subject to the limited license Rezedent.com grants to Property Representative hereunder, Rezedent.com shall own and retain all right, title and interest in its trade names, logos, trademarks service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, testimonials, endorsements, know how, and proprietary technology, including without limitation those trade names, logos, trademarks, service marks trade dress, Internet domain names, copyrights, patents, trade secrets, testimonials, endorsements, know how, and proprietary technology currently used or which may be developed and/or used by it in the future ("Intellectual Property"). Except as provided in this Agreement, Property Representative may not distribute, sell, reproduce, publish, display, perform, prepare derivative works, or otherwise use any of the Intellectual Property of Rezedent.com without the express written permission of Rezedent.com.
Each party represents and warrants to the other party that it has the full power and authority to enter into this Agreement.
Each party represents and warrants to the other party that the execution, delivery and performance by either party will not violate any applicable law, statute, or governmental regulations.
Rezedent.com represents and warrants to Property Representative that except as may be required by law or necessary to prove compliance with laws.
Rezedent.com is responsible for the security of Tenants' information. "Rezedent.com" SSL Certificate is held by GeoTrust. The responsibility of Rezedent.com also includes the security of the Tenants' information provided to any third party service providers thatRezedent.com employs. Notwithstanding any other provision herein, Rezedent.com is not responsible for the criminal acts of third parties not within its control.
NO OTHER REPRESENTATIONS AND WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED HEREUNDER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Property agrees to indemnify and hold Rezedent.com harmless from and against any and all claims, liabilities, costs, losses, damages, and expenses, including reasonable attorneys' fees, arising from or related to a breach of Property Representative Obligations under this Agreement, including the representations and warranties contained herein.
If any action will be brought against Rezedent.com in respect to any allegation for which indemnity may be sought from Property Representative, Rezedent.com will promptly notify Property Representative of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Property Representative at Property Representative expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. Rezedent.com agrees that Property Representative will have sole and exclusive control over the defense and settlement of any such third party claim. However, Property Representative will not acquiesce to any judgment or enter into any settlement that adversely affects Rezedent.com's rights or interests without the prior written consent of Rezedent.com.
Subject to Rezedent.com's obligation of Payments owed to Property, either party's liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement, or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the previous month's Payments.
Excluding the Parties' obligations under Section 9 which result in actual, out-of-pocket expenses and/or costs to the indemnified Party, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages
This Agreement shall be effective on the date set forth hereof and shall continue, unless terminated sooner in accordance with Section 11.
Either party may terminate this Agreement with 30 days' notice in writing (which may be via email, fax, postal mail, or overnight mail) if:
Property Representative is in breach of any material obligation contained in this Agreement, which is not remedied within thirty (30) days of written notice from Rezedent.com to do so; OR
For any reason or no reason at all, upon the subjective discretion of Rezedent.com.
Any termination of this Agreement shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:
First class post, 2 days from the date of posting;
Hand or by facsimile transmission, on the date of such delivery or transmission; and
Electronic mail, on the date when one Party sends such communication
All media releases by either party or its agents relating to this Agreement shall be subject to the prior written approval of both Parties.
Waiver The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
Force Majeure Neither party shall be liable for, or considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by the Agreement (except with respect to payment obligations) as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence; provided that the non-performing party gives reasonably prompt notice under the circumstances of such condition(s) to the other party.
Relationship of the Parties The Parties to the Agreement are independent contractors. Neither party is an agent, representative, partner or employee of the other party. Neither party will have any right, power, or authority to enter into any agreement on behalf of, or incur any obligation or liability of, or to otherwise bind the other party. The Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either party.
Survival Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening.
Construction; Severability Each party acknowledges that the provisions of this Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. Further, all provisions are inserted conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to the Agreement: (i) such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.
Remedies Except as otherwise specified, the rights and remedies granted to a party under the Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity.
Entire Agreement This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
Amendment No change, amendment, or modification of any provision of the Agreement will be valid unless set forth in a written instrument signed by the Parties.
Assignment Property Representative shall not assign or transfer all or any part of its rights under this Agreement without the consent of Rezedent.com.
Headings The captions and headings used in the Agreement are inserted for convenience only and will not affect the meaning or interpretation of the Agreement.
Counterparts The Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same document.
Governing Law; Jurisdiction and Venue This Agreement shall be governed by the laws of the State of California without respect to choice of law rules and the Parties hereby consent to exclusive jurisdiction and venue in the state and federal courts in San Francisco County, California for such purpose.
Fees and Costs. In the event that either of the parties hereto institutes any action, suit or proceeding to enforce the provisions of this agreement, or for breach thereof, or to declare the rights of the parties with respect thereto, the prevailing party shall be entitled to recover, in addition to damages, injunctive or other relief, reasonable costs and expenses including, without limitation, costs and reasonable attorneys' fees incurred in the furtherance of such action, suit or proceeding.
Contract Interpretation. For purposes of contract interpretation, including resolution of any ambiguity, the parties acknowledge that this Agreement was prepared jointly by their respective attorneys and therefore the terms of the Agreement should not be strictly construed against either party.