Last updated: March 13, 2018
The terms of these Owner Terms are effective as of the date that You use the Services (the “Effective Date”). If You use the Services on behalf of a business, You represent and warrant that You can enter into this Renter Terms with RentHelper on behalf of that business, that You accept the terms and conditions contained herein on behalf of that business, and that You have received a copy of the Renter Terms.
PLEASE READ THESE OWNER TERMS CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER.
1. About RentHelper. These Owner Terms describe the terms and conditions that apply
to Your (“Owner”, “You”, or “Your”, “Yourself”) use of services offered by RentHelper Inc., a Delaware corporation located at 212 Worcester St, Ste H, North Grafton, MA 01536. RentHelper provides a technology platform that facilitates the payment of long-term and short-term rents, deposits, HOA assessments/dues, Lodging Taxes, and other related expenses (collectively “Amount(s) Due”) between property owners/managers and renters/homeowners (collectively, the “Services”). Owner owns, manages, or sublets one or more properties and/or homeowner associations listed on the Landlord/Owner Agreement (the “Properties”). Owner desires to provide renters or homeowners of its Properties (“Payor(s)”) the opportunity to pay Amounts Due to Owner using RentHelper’s Services.
2. Services. Owner hereby appoints RentHelper as Owner’s limited agent for the limited purpose of receiving, collecting, facilitating, transmitting, and/or processing Payments (as defined in Section 4.0) on Owner’s behalf from Payors making Payments to Owner, and transmitting such funds to Owner. Owner acknowledges and agrees that: Receipt of funds from Payors by RentHelper on Owner’s behalf in connection with Services shall be deemed receipt of funds from Payors by Owner and will satisfy Payor’s obligations to Owner in the amount of the applicable Payment by the Payor, even if RentHelper fails to remit such funds received from Payors. Owner acknowledges and agrees further that RentHelper does not guarantee that payment of any Amounts Due will be made by any Payor.
2.01 In addition to the foregoing, where Owner is contractually authorized to receive or collect Payments on behalf of an owner or homeowners association, or where Owner’s lease agreement or other agreement with a Payor provides that payments shall be made to Owner as the agent of the owner or homeowners association, and Owner uses the Services to receive, collect, facilitate, and/or transmit Payments of Amounts Due to Owner or property owners or homeowners associations for which Owner provides property management services (collectively, “Payee(s)”), Owner represents and warrants to RentHelper that Owner has all requisite power, authorization, and authority (including, having been appointed as an attorney in fact by its Payee) to, among other things, and hereby does (i) appoint RentHelper as the Payee’s agent for the limited purpose of receiving, collecting, facilitating, and/or transmitting Payments on behalf of each Payee from Payors making Payments to the Payee; and (ii) agree, on behalf of each Payee, that receipt of funds from Payors by RentHelper on Payee’s behalf in connection with Services transactions (a) shall be deemed receipt of funds from Payors by the Payee and (b) will satisfy a Payor’s obligations to the Payee in the amount of the applicable Payment by the Payor, even if RentHelper or Owner fails to remit such funds received from Payors.
2.02 RentHelper or its designee will provide Payors with a receipt and any other information required by applicable law confirming that Payment has been made on the applicable date. Owner acknowledges RentHelper is not a bank or other chartered depository institution. Owner also acknowledges that funds received by RentHelper may be commingled with funds of others on whose behalf RentHelper collects Payments and held by RentHelper (or its service provider, if any) on behalf of, and for the benefit of, Owner or the Payee, as applicable, in one or more pooled accounts at one or more FDIC-insured banks. U.S. dollar balances held in any pooled account are eligible for FDIC pass-through insurance, meaning that Owner’s balance is insured up to the FDIC maximum. As between Owner and RentHelper, RentHelper has sole discretion over the establishment and maintenance of any pooled account. RentHelper will not use funds held in such manner for RentHelper’s corporate purposes. Owner will not receive interest or any other earnings on any funds that RentHelper holds for or on behalf of Owner.
2.03 RentHelper may order for Owner a merchant identification number from a processor; and in some such cases, RentHelper does not receive funds from Payors, but RentHelper simply transfers data to support the transfer of funds from Payors directly to Owner. RentHelper has sole control of and discretion regarding the means by which RentHelper collects any Amounts Due from Payors and remits such funds to Owner.
2.04 RentHelper may grant or deny any Payor the ability to use the Services, for any or no reason. In addition to any Payments from Payors with respect to rent, if required by applicable law, Owner also authorizes RentHelper to collect from each Payor and remit to the applicable local taxing authority on Owner’s behalf, any and all applicable lodging, occupancy, hotel, transient, sales and use, or similar taxes (“Lodging Taxes”).
3.0 Owner Responsibilities; Acquirer Relationship. The Services may be provided by RentHelper in conjunction with a merchant acquirer, eCheck or ACH service provider/processor, and/or PIN debit acquirer and their respective designated sponsoring member bank(s) (collectively, “Acquirer(s)”). Owner agrees to comply with all RentHelper policies with respect to the Services, and all applicable Acquirers and National Automated Clearing House Association (“NACHA”) operating regulations, and other rules (collectively, “Operating Regulations”), and all applicable federal, state, or local laws, rules, regulations, and regulatory guidance relating to the conduct of its business. Owner agrees and acknowledges that NACHA reserves the right to amend the Operating Regulations, and the places where such rules are available, without notice to Owner.
3.01 Account, Password, and Security. Owner may be asked to create an account with RentHelper to access the Services (“Account”), which allows us to remember Owner, store certain identifying information (such as a password, email address, phone number, and other information related to Owner or Owner’s or any Payee’s bank account details to allow us to provide the Services. In that case, Owner will create a password when completing the Account creation process. Owner is solely responsible for maintaining the confidentiality of Owner’s password, restricting access to Owner’s Account, and are fully responsible for all activities occurring on Owner’s Account. Owner agrees to notify RentHelper immediately if Owner notices unauthorized use of Owner’s password, unauthorized access to Owner’s Account, unauthorized access to Owner’s information, or any other breach of security. Owner agrees that RentHelper is not liable for any damages or loss arising from Owner’s failure to comply with this section. Owner’s Account is not a bank account, credit account, prepaid account savings account or transaction account, such as a demand deposit account; and Owner is not able to make withdrawals from the Account.
4.0 Payments of Amounts Due and Funding Timeline. RentHelper’s Services will enable qualified Payors to make payments of Amounts Due to Owner or the Payee using any combination of payment channels offered by RentHelper, which may include: debitable cash cards (“Cards”), and ACH/eCheck or other methods of electronic funds transfer (collectively, “ACH”), or other channels as provided from time to time by RentHelper (collectively “Payments”). Subject to processing delays and risk holds, RentHelper shall make commercially reasonable efforts to cause Payments to be made to Owner’s or Payee’s bank account, as instructed by Owner, via ACH no later than four business days following the day a Payment is verified by RentHelper’s bank and posted to RentHelper’s accounts. Owner acknowledges and agrees that RentHelper may decline to process any Payment in connection with, among other reasons, fraud prevention activities, applicable law, or RentHelper policies. If we are unable to effectuate a Payment to you through Owner’s or Payee’s bank account, and those funds are at any time deemed abandoned as set forth in any applicable unclaimed property laws, we send such funds to the appropriate state or jurisdiction.
4.01 Authorization for Debits and Credits. Owner hereby authorizes RentHelper to credit and debit the bank accounts listed on the applicable Landlord/Owner Agreement, including those bank accounts owned by Owner or Payee, for the following purposes:
a. to credit Payments to or as directed by Owner;
b. to credit any other amounts due to Owner;
c. to debit any refunds or Reversals (as defined below); and,
d. to debit any fees, charges, or other amounts owed by Owner to RentHelper.
e. Owner represents that it has the legal right, power, and authority to authorize RentHelper to credit and debit such bank accounts. Owner acknowledges that if it interferes with RentHelper’s ability to debit any of such bank accounts, RentHelper may suspend or terminate the Services without notice.
5.0 Owner’s Use of the Services. Owner agrees that the Services shall be used solely for the collection and payment of Amounts Due and for no other purpose. Owner represents and warrants that it complies with all applicable law with respect to property management, or other products or services provided by Owners or Payees, and that it has the legal authority to own, manage, let, or sublet the Properties and to collect and authorize RentHelper to collect Payments in connection with the Properties; and if Owner is unable to show such authority upon RentHelper’s request, RentHelper may suspend or terminate the Services and may withhold or refund to Payor any corresponding Payments.
6.0 Modification of the Services. When RentHelper determines that it is necessary to protect the integrity of the Websites or its operations, to avoid harm to others, or for any other reason, RentHelper has the right, without notice or liability, (i) to change, suspend or discontinue the Services or Websites, and (ii) to impose limits on features or restrict access to any of the Services and Websites. In addition, RentHelper may from time to time without prior notice modify any of the Services or Websites. However, if RentHelper, in its sole discretion, determines that any such modification would significantly adversely affect Owner’s use of the Services or Websites, RentHelper will provide Owner notice, by email or by a posting on the Website.
7.0 Provision of Information. Owner will keep current all information identified on the Terms, including, without limitation, all bank account information. Owner also will provide any other information as may be reasonably requested by RentHelper, from time to time, or otherwise as may be required to perform the Services. Owner acknowledges that failure to update such information may result in Payments being misdirected or delayed, or returned to the Payor. RentHelper shall in no event be liable for any damages directly or indirectly resulting from Owner’s failure to provide current and correct information.
8.0 Relationship Between RentHelper, Payors, and Payee. Owner acknowledges and agrees that RentHelper is not a party to Owner’s agreement with any Payor or Payee with respect to property management, vacation rental bookings or other products or services provided by Owners or Payees. Therefore, in the event of a dispute between Owner, a Payor, or any Payee for any reason other than RentHelper’s performance of the Services, Owner agrees to indemnify, defend and hold harmless RentHelper, its affiliates, and its officers, directors, agents, employees, and other representatives from any claims related to the dispute.
9.0 Fees and Collection of Fees.
9.01 Fees. Owner shall pay RentHelper fees for RentHelper’s facilitation of Payments on behalf of Owner at a rate of 0.6% (0.006 times) of the Amounts Due actually received by RentHelper from Payor. RentHelper reserves the right to modify any fee schedule upon thirty (30) days’ notice to Owner. If a dispute arises related to Owner and Payor, resulting in a refund to Payor, Owner shall continue to be liable to RentHelper for RentHelper’s fees with regards to such transaction. Owner is also responsible for any penalties or fines imposed on it or RentHelper by any Acquirer or NACHA resulting from Owner’s use of the Services in a manner not permitted by these Owner Terms, Operating Regulations, or Acquirer rules and regulations.
9.02 Right of Setoff. To the extent permitted by law, Owner authorizes RentHelper to withhold, without notice, from any payment due to Owner or Payee, any and all sums that Owner owes to RentHelper, including without limitation: (i) Fees owed by Owner, and (ii) amounts Owner owes RentHelper in connection with any Reversal, refund, or other adjustment to prior Payments.
9.03 Collection Actions. Notwithstanding anything else herein, if Owner fails to pay RentHelper any amounts owed to RentHelper under these Owner Terms, RentHelper reserves the right, on its own or through a third-party collection agency, to initiate a collection action against Owner to recover such funds. RentHelper, from time to time, may charge interest on unpaid sums that are at least thirty (30) days past due at the annualized rate of six percent (6%), or the maximum rate permitted by applicable law. Interest will be calculated on a daily basis from the due date until the sum due has been paid in full. In such event, Owner agrees to pay all costs and expenses, including without limitation, reasonable attorneys’ fees and other expenses, incurred by or on behalf of RentHelper in connection with the collection action. Owner further acknowledges that RentHelper may report any late or defaulted payments to a Credit Reporting Agency (“CRA”), subject to the Fair Credit Reporting Act and any other applicable federal or state laws, rules or regulations, and Owner agrees to hold RentHelper harmless and waive any claims Owner may have against RentHelper concerning RentHelper’s reporting any late or defaulted payments to a CRA, excepting any violations of federal or state law by RentHelper.
10.0 Underwriting; Reversals. In order to enable RentHelper to comply with anti-terrorism, financial services, and other applicable laws and regulations, Know Your Customer (“KYC”), and requirements imposed by Acquirers, Owner may be required to provide RentHelper information about itself, its shareholders, its activities, and the Properties. Owner warrants unconditionally that all information it provides RentHelper is true, correct and up to date, and acknowledges that RentHelper is relying upon such information in establishing these Owner Terms and in providing the Services. Owner authorizes RentHelper to verify the information provided by Owner. RentHelper will use this information to perform customer due diligence, identity verification, and various underwriting, fraud and risk reviews. Owner acknowledges that RentHelper may monitor Owner transactions through the Services for the purpose of identifying suspicious activity, to prevent, detect and deter fraud and money laundering, and to protect the integrity of its systems and business. Owner further acknowledges that as a result of such monitoring RentHelper may require additional due diligence (including information on the Properties, Owner financial statements, and additional information on Payors and Payees) with respect to Owner to ensure Owner continues to be eligible for the Services. RentHelper may suspend or terminate the Services immediately and may withhold or refund any corresponding Payments to Payor upon the occurrence of any of the following: (i) if Owner becomes ineligible for the Services based on RentHelper policies, (ii) RentHelper reasonably suspects Owner has violated applicable law, or (iii) if Owner does not furnish the requested information in a timely manner.
Owner further authorizes RentHelper (or its affiliate or agent) to from time to time request a consumer report on Owner from a consumer reporting agency. In accordance with the U.S. Fair Credit Reporting Act (FCRA), such consumer report(s) will be used to review Owner’s account to determine whether Owner continues to meet the terms and conditions related to the Services. RentHelper reserves the right to terminate, suspend, or limit access to the Services based upon RentHelper’s review of such consumer report(s), and/or in the event RentHelper is unable to obtain or verify any of Owner’s information. In the event that Owner’s access to the Services are so terminated, suspended, or limited based upon information contained in a consumer report, RentHelper will notify Owner in accordance with applicable law.
10.01 Chargebacks and Reversals. Any Payment by a Payor is subject to a right of (i) “Reversal” (the right of a bank account owner to seek the return funds for a transaction that was funded by a bank account – sometimes referred to as an ACH Return – for example, as a result of suspected unauthorized use of a bank account or insufficient funds). These rights exist between the Payors/accountholders and their bank. Owner acknowledges and agrees that it is responsible for any Reversal of a Payment, plus the applicable fees that may be charged to RentHelper by any banking institution as a result of such Reversal regardless of the reason for the Reversal. In the event of a Reversal of any Payment by an accountholder, RentHelper is authorized to, without notice, recapture such amount plus any fees associated with the Reversal from Owner’s bank account or to withhold such amount from any Payment due to Owner. RentHelper shall have no obligation to pursue any collection action against any Payor or accountholder and, therefore, RentHelper’s obligation to remit funds collected by RentHelper on Owner’s behalf shall be limited to funds that RentHelper has actually received that are not subject to Reversal. If RentHelper determines in its sole discretion that Owner has incurred an excessive number or amount of Reversals, RentHelper may, without notice: (i) increase the processing fees paid by Owner, (ii) delay Payments to Owner, and/or (iii) suspend providing the Services to Owner.
11.0 Data Security and Privacy. Owner agrees that Payor data will only be accessed by authorized Owner employees and contractors, whose access shall be limited to those with a need-to-know based on their job responsibilities. Owner further agrees that RentHelper will not be responsible for any unauthorized use or access to Payor’s personal data or financial data by Owner, Owner’s employees, any other party associated with Owner (such as contractors, vendors, suppliers, invitees, agents), or any person who uses or accesses such data through Owner or Owner’s systems, except to the extent such use or access is due to RentHelper’s fault or negligence. Owner agrees to meet all applicable data security standards (including not storing Payor’s Payment information, as required by law or regulatory authority, the Operating Regulations, any Acquirer, including setting access restrictions and strict password requirements.
13.0 Intellectual Property. As between RentHelper and Owner, RentHelper is and at all times will be deemed to be the exclusive owner of the Services, the Websites, and any other material that RentHelper may use or provide in connection with implementation and operation of the Services or the Websites, as well as any and all current and future patent rights, copyrights, trademark trade name and logo rights, mask work rights, trade secret rights, database rights, moral rights, and all other intellectual and proprietary rights of any kind or nature anywhere in the world (whether or not registered or perfected) with respect to the forgoing. For clarity, Owner does not acquire any right, title, or interest in or to: (i) any inventions, methods, processes, technology, works of authorship, or any Rentor or Payor information, that RentHelper has developed, conceived, reduced to practice or otherwise acquired; (ii) all modifications, enhancements or derivative works thereof; or (iii) any intellectual property rights with respect to any of the foregoing.
13.01 Owner will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Websites, the Services, or any other of RentHelper’s intellectual property.
13.02 Owner will not use RentHelper’s name or trademarks in any press release, or promotional materials without RentHelper’s prior written consent in each case. Owner grants RentHelper a limited, non-exclusive, royalty-free, paid-up license to use Owner’s name and trademarks for the sole purpose of offering or marketing (including advertising, promotions, and sales literature) the Services to Owner’s renters or potential renters.
14.01 Owner Indemnification. Owner shall indemnify, defend, and hold harmless RentHelper, the Acquirer, and their respective parent companies and subsidiaries, and the directors, officers, employees, and agents of each (“RentHelper Indemnified Parties”) from and against any and all Claims (as defined below) arising out of or in connection with (i) Owner’s or any Payor’s use of the Properties, Services, or Websites; (ii) any breach (or, as to defense obligations only, any alleged breach) of these Owner Terms by Owner; (iii) Owner’s gross negligence, fraud, misrepresentation, willful misconduct, violation of applicable law, or infringement of the rights of any person or entity; (iv) a data breach, not caused by RentHelper; or (v) Owner’s violation of any data security laws or regulations. The foregoing indemnity obligations are limited in each instance to the extent that any Claim is the result of the gross negligence or willful misconduct of any RentHelper Indemnified Party.
14.02 RentHelper Indemnification. RentHelper shall indemnify, defend, and hold harmless Owner and its respective parent companies and subsidiaries, and the directors, officers, employees, and agents of each (“Owner Indemnified Parties”) from and against any and all Claims (as defined below) arising out of or in connection with (i) any breach (or, as to defense obligations only, any alleged breach) of these Owner Terms by RentHelper; (ii) RentHelper’s gross negligence, fraud, misrepresentation, willful misconduct, violation of applicable law, or infringement of the rights of any person or entity; or (iii) a breach of data security occurring at, in, or through RentHelper’s Websites, Services, or premises that (through no fault of any Owner Indemnified Parties or any Payor) results in the unauthorized disclosure of Owner’s personal information or Payor’s cardholder information. The foregoing indemnity obligations are limited in each instance to the extent that any Claim is the result of the gross negligence or willful misconduct of any Owner Indemnified Party. The foregoing indemnity obligations also are contingent upon Owner providing prompt written notice to RentHelper of any such Claims, provided that RentHelper’s indemnity obligation shall be relieved only to the extent RentHelper is prejudiced by any delay or failure of Owner to provide such notice.
14.03 Indemnification Process. The party seeking indemnification pursuant to this Section 14 (the “Indemnitee”) shall: (a) promptly notify the other party (the “Indemnitor”) in writing of the Claim for which indemnification is sought, but in no event longer than ten (10) business days after the Indemnitee’s knowledge of the Claim; (b) make all reasonable efforts to provide Indemnitor with all information and material in Indemnitee’s possession regarding the Claim; (c) furnish to Indemnitor such assistance as Indemnitor may reasonably request in connection with the investigation, settlement and defense of the Claim; and (d) grant Indemnitor sole control over the defense and settlement of the Claim; provided, however, that Indemnitee may participate in such defense at its option and expense. Within ten (10) days of Indemnitor’s receipt of the notice of the Claim or demand, Indemnitor shall notify the Indemnitee as to whether Indemnitor is assuming the entire control (subject to this Section) of the defense, compromise or settlement of the matter, including the counsel that Indemnitor has selected. Any counsel retained by the Indemnitor for such purposes shall be reasonably acceptable to the Indemnitee, whose consent shall not be unreasonably withheld. The Indemnitor shall institute and maintain any such defense diligently and reasonably and shall keep the Indemnitee fully advised as to the status thereof. Further, Indemnitor shall not dispose of or settle any such Claim in Indemnitee’s name or in any manner which may adversely affect Indemnitee’s rights or interests (which includes, without limitation, any settlement that imposes pecuniary or other liability or an admission of fault or guilt on the Indemnitee or would require the Indemnitee to be bound by an injunction of any kind) without Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or delayed. Indemnitee shall not be liable hereunder for any settlement entered into without its prior written consent (which consent shall not be unreasonably withheld or delayed).
14.04 Definition of “Claim”. “Claim” means an action, allegation, assessment, cause of action, cease and desist letter, charge, citation, claim, demand, directive, fine, lawsuit or other litigation or proceeding, or notice issued or submitted by, from or on behalf of a third party, including any governmental agency, and all resulting judgments, bona fide settlements, penalties, damages (including consequential, indirect, special, incidental or punitive damages), losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees, expenses and costs) incurred in connection therewith.
15.0 Limitation of Liability. RENTHELPER SHALL NOT BE LIABLE FOR: ANY FAILURES CAUSED BY ANY PERSON OR ENTITY OTHER THAN RENTHELPER THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF A PAYMENT OR THE SERVICES. IN NO EVENT RENTHELPER BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR LOST PROFITS OR FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE PARTY OTHERWISE LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL RENTHELPER’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES THAT RENTHELPER HAS EARNED UNDER THIS AGREEMENT DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES. Each party acknowledges that the other party has entered into these Owner Terms relying on the limitations of liability stated in this paragraph and that these limitations are an essential basis of the bargain between the parties.
16.0 Disclaimers. EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT: (i) THE SERVICES, WEBSITES, AND ALL CONTENT, SOFTWARE, MATERIALS AND OTHER INFORMATION PROVIDED BY RENTHELPER OR OTHERWISE ACCESSIBLE TO OWNER IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, ARE PROVIDED “AS IS” AND (ii) RENTHELPER MAKES NO WARRANTY OF ANY KIND (AND DISCLAIMS ALL WARRANTIES OF ANY KIND) WITH RESPECT TO THE FOREGOING, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, RENTHELPER MAKES NO WARRANTY THAT THE SERVICES WILL MEET OWNER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. RENTHELPER MAKES NO WARRANTY REGARDING THE QUALITY OF THE PAYMENT SERVICES.
17.0 Term and Termination
17.01 Term. these Owner Terms will commence on the Effective Date and will continue until terminated as provided for herein. RentHelper may terminate these Owner Terms for any reason or no reason upon notice to Owner. Owner may terminate these Owner Terms upon thirty (30) days’ notice to RentHelper.
17.02 Effect of Termination. Termination of these Owner Terms will not relieve either party of any obligation to pay the other party any Fees or other compensation due to the other party prior to such termination. RentHelper will complete any Payments in process at the time of termination and will deduct any Fees owed to it at that time. However, Owner will remain liable for Reversals, charges, and any other obligations incurred by Owner after the expiration or termination of these Owner Terms and Owner authorizes RentHelper to automatically, without prior notice to Owner, deduct such amounts from Owner’s bank account.
18.0 Arbitration. Please read this Section carefully. It affects Owner’s rights and will impact how claims Owner and RentHelper may have against each other are resolved.
18.01 Dispute Resolution Procedure. Most Owner concerns can be resolved through RentHelper’s customer service department. RentHelper’s goal is to learn about and address the underlying causes of the concern and avoid it becoming a dispute. To that end, the parties shall cooperate and attempt in good faith to resolve any potential dispute promptly by discussions between persons who have authority to resolve the potential dispute. If the parties are unable to resolve the potential dispute amicably at that level, Owner shall report the potential dispute to RentHelper’s legal team at New Leaf Legal, LLC, Attn: Jessica R. Manganello, 649 Massachusetts Avenue, Suite 6, Cambridge, MA 02139 Any Owner disputes related to billing or fees must be raised within ninety (90) days of the relevant transaction or they are deemed permanently waived by Owner.
18.02 Agreement to Arbitrate. ANY DISPUTE ARISING BETWEEN OWNER AND RENTHELPER THAT CANNOT BE RESOLVED INFORMALLY AS DESCRIBED IN SECTION 10.1 (INCLUDING WITHOUT LIMITATION ANY CONTROVERSY OR CLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE ALLEGED BREACH THEREOF) SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES, INCLUDING THE AAA’S SUPPLEMENTAL PROCEDURES FOR CONSUMER-RELATED DISPUTES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE ARBITRATION WILL BE CONDUCTED IN THE ENGLISH LANGUAGE, BEFORE A SINGLE ARBITRATOR, IN THE CITY OF BOSTON, MASSACHUSETTS. THE ARBITRATOR SHALL DECIDE THE DISPUTE IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF DELAWARE. COSTS OF AAA WILL BE SHARED EQUALLY BY THE PARTIES, EXCEPT THAT THE ARBITRATOR SHALL AWARD THE PREVAILING PARTY COSTS AND ATTORNEYS’ FEES IN ANY ARBITRATION WHERE THE PREVAILING PARTY PREVAILS IN CONNECTION WITH CLAIMS THAT A PARTY FAILED TO TIMELY REMIT FEES OR AMOUNTS DUE TO THE OTHER PARTY.
18.03 Opt-Out Procedure. Owner can choose to reject this agreement to Arbitrate (“opt out“) by sending RentHelper a written opt-out notice by certified mail to the mailing address set forth in Section 20.09 of these Owner Terms. The opt-out notice must be postmarked no later than thirty (30) days after the Effective Date. The opt-out notice must state that Owner does not agree to Arbitrate and must include Owner name, address, phone number, and the email addresses provided at registration or on file with RentHelper. Owner must sign the opt-out notice for it to be effective. This procedure is the only way Owner can opt out of the agreement to Arbitrate. Opting out of the agreement to arbitrate shall have no impact or effect upon any other provisions of these Owner Terms. If the Owner exercises the opt out, then any legal action or proceeding relating to the Agreement shall be brought exclusively in the state or federal courts located in Worcester, Massachusetts.
18.04 Class Action Waiver and Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM OR DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTER-CLAIM RELATING OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BETWEEN THE PARTIES. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
19.0 Confidentiality. Each party agrees to keep confidential and to use only for purposes of performing under these Owner Terms, any proprietary or confidential information disclosed by or on behalf of the other party in relation to the Services, as well as any other information that could reasonably be considered to be confidential. The obligation of confidentiality does not extend to information that is publicly available through authorized disclosure, is rightfully obtained from a third party that has the right to disclose it, is independently developed without use of or reference to the proprietary or confidential information disclosed by the other party, or is required by law to be disclosed. All confidential information will remain the property of the disclosing party.
20.01 Binding Upon Successors and Permitted Assigns. These Owner Terms shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Owner may not assign these Owner Terms or any rights, obligations, or privileges under these Owner Terms without RentHelper’s prior written consent. RentHelper may assign its rights and obligations under these Owner Terms at any time without notice to Owner.
20.02 Force Majeure. RentHelper will not be responsible for delays, errors, failures to perform, interruptions or disruptions in the Services or Websites resulting from any act, omission or condition beyond RentHelper’s reasonable control, whether or not foreseeable or identified, including without limitation acts of God, labor strikes, lockouts, riots, acts of war, governmental regulations, fire, power failure, Internet failures, earthquakes, severe weather, floods or other natural disasters, hackers, or the failure of Owner, Payor’s or any third party’s hardware, software or communications equipment or facilities.
20.03 Entire Agreement; Counterparts; Signature Dates. The Terms replace and supersede all previous and contemporaneous agreements between the parties, and Owner hereby waives all claims, refunds, credits, or damages related to or arising under any previous agreements between the parties.
20.04 Severability. If any provision of these Owner Terms is determined to be invalid or unenforceable by any court of competent jurisdiction or arbitrator, the remaining provisions shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though such invalid or unenforceable provision (or portion thereof) were not contained in these Owner Terms. Notwithstanding the foregoing, these Owner Terms shall be interpreted to give effect to its fundamental terms and conditions. Any such invalid or unenforceable provision shall be reformed by the court or arbitrator as necessary to express as nearly as possible the original intent of the parties and achieve the same economic effect as the original provision.
20.05 Amendment and Changes. These Owner Terms may be changed or amended by RentHelper at any time without notice, provided that, any changes that would significantly adversely affect Owner will be communicated to Owner by email or posting on the Website. Owner’s continued use of RentHelper’s Websites or Services after the posting of any change or amendment on the RentHelper Website or by email will constitute Owner’s agreement to such change or amendment; provided however, if Owner does not agree to such change or amendment, Owner can terminate the Agreement in accordance with Section 17 of these Owner Terms if Owner provides such notice of termination within thirty (30) days following the date it becomes aware of the change. Amendments or changes by Owner are only effective by a writing signed by both parties.
20.06 Waiver. The failure by a party to insist upon strict performance of any of the provisions contained in these Owner Terms shall in no way constitute a waiver of its rights as set forth in these Owner Terms, at law or in equity, or a waiver of any other provisions. No waiver of any provision or of any breach of these Owner Terms shall be deemed a further or continuing waiver of such provision, breach, or any other provision of these Owner Terms.
20.07 Applicable Law and Forum. These Owner Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws principles and Owner agrees, with respect to any court action permitted under these Owner Terms, to exclusive personal jurisdiction in the state and federal courts located in the Commonwealth of Massachusetts, Worcester County. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE OWNER TERMS, RENTHELPER IS ALSO ENTITLED TO PURSUE A CLAIM IN A COURT (AND NOT BY ARBITRATION) IF OWNER FAILS TO TIMELY REMIT AMOUNTS DUE TO RENTHELPER, PROVIDED THAT RENTHELPER’S CLAIM AMOUNT IS WITHIN THE JURISDICTIONAL LIMITATIONS OF SUCH COURTS.
20.08 Survival. Sections 3 – 20 and Sections securing RentHelper’s rights shall survive any termination of these OwnerTerms.
20.09 Notices. All notices and other communications under these Owner Terms must be in writing and may be made by means of email or a posting on, or update to the RentHelper Website. Notices to Owner will be delivered to the email address provided on the Landlord/Owner Agreement or as modified by Owner through notice to RentHelper or by posting on or update to the RentHelper Website. Notices to RentHelper can be made via email at firstname.lastname@example.org or via certified mail or overnight courier to: RentHelper, Inc., 212 Worcester St, Ste H, North Grafton, MA 01536.
20.10 Third Party Service Providers. RentHelper may, without notice, change its third-party service providers, including without limitation, any third-party processor, Acquirer, or bank. All rights reserved for third party service providers herein apply to successor third party service providers. RentHelper may use third party processors to provide some of the Ser vices. Owner acknowledges and agrees that these third-party service providers are each intended third-party beneficiaries of these Owner Terms as and only to the extent as their interests appear. For clarity, each third-party service provider shall have the right to enforce directly against Owner the terms of these Owner Terms which relate to the provision of the third-party service provider’s services to Owner and the ownership and protection of the intellectual property rights of the third-party service provider and its licensors in and to its services.
20.11 Taxes. Owner is responsible for determining, collecting, and reporting any and all taxes required to be collected, reported, or paid in connection with Owner’s business and use of the Websites and Services. Owner represents and warrants that it will comply with all such obligations. RentHelper may also have tax reporting responsibilities in connection with offering the Services. As a result, Owner warrants, represents and agrees to provide RentHelper with a valid IRS Form W-9 and all other documents and information reasonably required for RentHelper to file the applicable forms with the IRS (such as Form 1099). Owner also acknowledges and agrees that Payments may be subject to back-up withholding taxes without notice to Owner.
20.12 Unclaimed Property. If we are not able to provide a refund to, or return funds due to, the Payment Method You used to make a payment, and those funds are deemed abandoned as set forth in any applicable unclaimed property laws, we send such funds to the appropriate state or jurisdiction.