RentVision, LLC Terms of Service
Last Updated: January 12th, 2024
RentVision, LLC (“RentVision”) offers digital and internet-based marketing and revenue management services, which may include the development of a website (the “Website”), production of video and photographic content, coordination of internet traffic generation strategies, management and placement of online advertising campaigns, access to a web-based platform that provides analytic data, advising recommendations, revenue management systems (the “RentVison Platform”), and other marketing and revenue management services (collectively and individually referred to herein as the “Services”).
RentVision is willing to provide the Services to you only upon the condition that you accept all the terms contained in these Terms of Service and one or more Service Orders (collectively, the “Service Agreement”). By executing one or more Service Orders or by accessing or using the Services, you acknowledge that you understand this Service Agreement and accept all of its terms effective as of the date your initial Service Order is signed or the date you began accessing or using the Services, whichever date is earlier. If you are accepting the terms of this Service Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to the terms of this Service Agreement, and, in such event, “you” and “your” will refer to that organization and its affiliates . If you do not accept all the terms of this Service Agreement, then you must not accept this Service Agreement or sign a Service Order, and you may not use the Services.
1.1 Service. Subject to your compliance with the terms and conditions of this Service Agreement, including timely payment of all fees and charges, RentVision will provide to you the Services that you select on a Service Order. Additional services and support, including custom website development, may be available to you upon request and charged an additional service fee at the then current rates.
1.2 Authorized Users. The Services may only be accessed and used by your employees, who may only access and use the Services for the sole purpose of performing their job functions or services (as applicable) for you (“Authorized Users”). The log-in credentials for each Authorized User are for a single individual only and cannot be shared or used by more than one person. You are responsible for all actions taken under or through an Authorized User’s account, whether or not such action was taken or authorized by the Authorized User. You may from time to time replace an Authorized User who no longer requires use of the Services by notifying RentVision of the requested change (in which case new log-in credentials will be established).
1.3 Restrictions. You, on behalf of yourself and your Authorized Users, agree not to: (1) copy, modify, alter, decompile or reverse engineer the Services, including the RentVision Platform and all source code, object code, and underlying structure and algorithms thereof; (2) resell or otherwise make the Services available to any third party; (3) use the Services either directly or indirectly to support any activity that is illegal or that violates the proprietary rights of others; (4) interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect or relate thereto (except as required to access and use the Services); (5) deactivate, impair, or circumvent any security or authentication measures related to Services; (6) use the Services or any output therefrom to train, calibrate, or validate, in whole or in part any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes; (7) to use the Services or any RentVision Materials in any manner not expressly authorized in this Service Agreement; or (8) permit any third parties to do any of the above. You are responsible for the use of the Services by your Authorized Users and any other person or organization that may have gained access to the Services directly or indirectly by or through you, and their compliance with this Service Agreement.
1.4 Property Information. You shall be responsible to provide all information and data, including but not limited to unit features, floorplan features, community amenities, lease applicants, move-out dates, and any other information and data (“Property Information”) displayed on the Website or processed by the RentVision Platform or otherwise used in RentVision’s service of your apartment communities, including properties and units in connection with the Services and listed on a Service Order. You shall be solely responsible for the Property Information, including its accuracy, and RentVision shall have no responsibility for Property Information except as set forth herein. You shall secure permission to use and include any and all materials and information that are subject to the rights of third parties. At all times, Property Information must be provided to RentVision in an electronic form designated by RentVision. You will have sole responsibility to enter and remove the Property Information regarding units available in your inventory. You must acquire and maintain the hardware and software necessary to enter and update Property Information. RentVision shall have no liability, responsibility, duty or obligation with respect to: (a) the Property Information entered and/or provided by you; or (b) any maintenance, hosting or other duties or obligations incurred by you to avail yourself of this service. You hereby release, and shall defend, indemnify and hold harmless, RentVision (including its affiliates, officers, directors, agents, contractors and associates of RentVision) from and against any and all damages, liability, expenses, fees, costs and attorney fees arising in connection with or relating to any third party claims of infringement or violation of any ownership rights to the Property Information, data, or other proprietary information in connection with the Services provided by RentVision under this Agreement. RentVision reserves the right to exclude from the Website any such materials for any reason in its sole discretion, and to refuse, suspend or discontinue offering any content for any reason. Acceptance of any Property Information does not constitute a guarantee that the content will be made available on the Website.
1.5 Your Assistance. You shall provide assistance, technical information and decisions to RentVision, as reasonably required by RentVision in sufficient time to facilitate the provision of Services in accordance with any estimated delivery dates or milestones. You agree to work closely with RentVision to provide regular information and feedback so RentVision can effectively and accurately execute your marketing strategy and/or revenue management and make adjustments to marketing and revenue management efforts, accordingly. You shall have sole responsibility for ensuring the accuracy of all information provided to RentVision and warrant to RentVision that your employees have the necessary skills and authority to provide assistance needed to facilitate the provision of Services. This includes providing necessary access to social media, analytics, hosting, domains, and other third-party accounts necessary for RentVision to carry out the Services.
1.6 Advertising. You hereby authorize RentVision to place information pertaining to your business on social media, search provider websites, any website produced by RentVision in connection with the Services that are listed on a Service Order, and you authorize RentVision to develop content based on information or material provided by you or your designees and collected by RentVision including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to RentVision is truthful, not misleading, and that you have the authority to represent the information to RentVision. You authorize RentVision to track phone numbers and record calls on your behalf for customer service purposes upon notification to incoming callers.
1.7 Downtime and Service Suspensions. In addition to RentVision’s rights to terminate or suspend Services to you as described in Section 3 below, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures, or other interruptions; and (ii) RentVision shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (A) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (B) in the event of a denial of service attack or other attack on the Service or other event that RentVision determines, in RentVision’s sole discretion, may create a risk to the applicable Service, to you or to any of RentVision’s other customers if the Service were not suspended; or (C) in the event that RentVision determines that any Service is prohibited by law or RentVision otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). RentVision shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of any Service Suspension. To the extent RentVision is able, it will endeavor to provide you with an email notice of any Service Suspension and to post updates regarding resumption of Services following any such suspension, but shall have no liability for the manner in which RentVision may do so or if RentVision fails to do so.
1.8 Pay-Per-Click (PPC)/Paid Social Media Campaigns/Paid Search Services/Search Engine Optimization (SEO). RentVision does not control and shall not be responsible for policies of PPC Advertising Networks, social media platforms, third-party search engines, directories or other web sites establish with respect to the classification or type of content they accept. Your website or content may be excluded, rejected or banned from any third-party resource at any time. You agree not to hold RentVision responsible for any liability or actions taken by third-party resources under this Agreement. You acknowledge and agree that RentVision makes no specific guarantee or warranty regarding the search providers, social media platforms or publishers to which RentVision submits advertising on your behalf, including placement of paid advertising or any specific results. RentVision does not warrant the number of calls, clicks, impressions, event registrations, website visits, or that paid advertising will appear in response to any particular query. RentVision does not guarantee the availability, position, consistent positioning, or specific placement for any particular ad, keyword, phrase or search term. RentVision may, in its sole discretion, edit, alter, omit, reject or cancel at any time any of your digital advertising products or services to meet industry standards. All digital advertising placements are at the option of RentVision. You acknowledge that RentVision’s past performance is not indicative of any future results that you may experience. RentVision does not guarantee that the performance will be error-free but will act promptly to correct errors once they have been identified. You acknowledge that paid advertising may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by RentVision to adhere to these changes and will be provided at no additional cost. You acknowledge that any of the online advertising networks, social media sites, search engines, directories or other resources may reject, block, prevent or otherwise stop accepting submissions for an indefinite period of time. You acknowledge that online advertising networks or search engines may drop listings from their database for no apparent or predictable reason. RentVision shall re-submit resources to the search engine based on the current policies of the applicable third-party advertising network. RentVision will make commercially reasonable efforts to keep you informed of any changes that RentVision is made aware of that impact any of the online marketing, social media campaign and strategy and the execution thereof under this Agreement.
1.9 Property Management System Integration. You hereby grant RentVision the right to integrate RentVision’s software platforms, including the RentVision Platform, with and into Your Systems for the purposes of providing the Services, including access to and use of Customer Data, Property Information, historic occupancy data, and other information and data in your information technology infrastructure, including your property management system and other database and management systems, computers, software, databases, and networks, whether operated directly by you or through the use of third-party services (collectively "Your Systems"). You have and will retain sole control and responsibility over (a) Your Systems, including the operation, maintenance, and management of, and all access to and use of, Your Systems and the configuration Your Systems and integration with RentVision’s software platforms; (b) all information and data contained in Your Systems, including its content and use; (c) all information, instructions, and materials provided by you or any Authorized User or on your behalf in connection with the Services; (d) the security and use of your and your Authorized Users' access credentials; and (e) all access to and use of the Services and RentVision Materials directly or indirectly by or through the Your Systems or your or your Authorized Users' access credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
1.10 Customer Data Protection; Backup. RentVision will maintain (and will require its third-party service providers to maintain) reasonable administrative, physical and technical safeguards intended to protect data provided by you in connection with the Services, including information and data RentVision collects from an integration with Your Systems (“Customer Data”), against accidental loss and unauthorized access or disclosure, in accordance with applicable industry standards. RentVision will follow its standard archival procedures for Customer Data. In the event of any loss or corruption of Customer Data, RentVision will use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by RentVision. RentVision will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by you or by any Authorized User or third party, or that is expressly your responsibility as set forth in Section 1.9. RENTVISION’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 1.9 WILL CONSTITUTE RENTVISION’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA IN CONNECTION WITH THE SERVICES. The Data Processing Addendum set forth at www.rentvision.com/dpa is hereby incorporated herein by reference.
2. Fees & Payment.
2.1 Fees. You agree to pay the fees and charges for the Services as set forth in each Service Order (“Service Fees”). The Service Fees for each Service will be specified in the applicable Service Order and are payable and charged at the start of each month for the duration of the applicable Term (defined below). The Service Order may also include supplemental fees for additional services provided during the Term (“Supplemental Fees”). All fees are in US dollars. RentVision may increase rates and fees at any time upon at least sixty (60) days prior written notice to you. You may cancel the Services at any time, subject to the terms of cancellation set forth in Section 3 hereof.
2.2 Payment Terms. Unless otherwise specified in a Service Order, you agree to pay all Service Fees charged to you by invoice, which will be emailed to you on the applicable invoice date. All invoices are payable as specified in the payment terms section of the applicable Service Order (or if not so specified, within thirty (30) days of receipt). All amounts are stated and shall be paid in US dollars and are exclusive of sales taxes, use taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made to RentVision, other than any taxes based on RentVision’s net income. You may request to establish automatic payments by completing and signing an automatic payment authorization form. All payments made by credit card will be subject to a 3% surcharge fee. All past due invoices will receive a 7-day grace period or the grace period required by law, whichever is less. All past due invoices will incur a late fee of $35 or 5%, whichever is greater, of the total invoiced balance to be assessed after the grace period. Should a late fee exceed the maximum rate permitted by law, the maximum lawful rate will be charged. All past due invoices that age beyond 30 days past due will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Except as expressly set forth in this Service Agreement, all payments, once paid, are non-refundable.
2.3 Discounted Pricing. Discounted Price schedules may be made available to you as specified on a Service Order. Discounts are offered based on the volume of properties, units, or total billed fees. The discount rate offered on the Discounted Price schedules will be automatically adjusted without notice, whether up or down, at the end of each month for any changes in the total number of properties, units, or fees that were billed, active, and receiving Services during the prior month, as set forth in the Discounted Price schedule on the Service Order.
2.4 Advertising Costs. Service Fees listed in a Service Order do not include the cost of advertising. As part of certain services, RentVision will manage advertising campaigns through select advertising vendors. RentVision shall pay the upfront costs for your advertising campaigns, and you shall reimburse RentVision for the actual cost paid by RentVision to the advertising vendor. RentVision will bill you the direct advertising costs accrued through any active advertising campaigns on a monthly basis. Advertising budgets will be set by you. RentVision will manage ad campaigns and endeavor to stay within your budget; however, due to the nature of digital advertising bidding, some ad campaigns may spend more or less than your requested budget within any given month. In these events, RentVision will never charge you more than 10% above your total combined and approved monthly advertising budget. Any advertising budget shortages will be billed at the cost of spend.
2.4.1 Payment of Advertising Costs. Costs for digital advertising are additional and paid by RentVision directly to the advertising providers and shall be reimbursed by you. Payment for advertising costs that RentVision is running on your behalf shall be paid by you within 30 days of invoicing. In the event that there is a lag in payment or an overdue balance on your account, RentVision reserves the right to suspend advertising until all past due balances are paid in full. RentVision does not offer any refunds for SEO or digital advertising campaigns. Advertising budgets exceeding $1,500.00 per month per apartment property will require that you sign up for automatic payments through ACH bank transfer. Advertising budgets below $1,500.00 per month per apartment property will be invoiced at the exact cost of spend.
2.5 Reimbursement of Fees Associated with the Required Use of Third-Party Services. RentVision offers invoicing and the establishment of automatic payments at no additional cost to you. RentVision shall invoice you for any fees associated with your required use of any third-party services, including but not limited to, vendor management, compliance management, invoice management, payment management, or payment processing fees. You agree to reimburse RentVision for the cost of such services that you require RentVision to use, whether the requirement is made under a Vendor Service Agreement or by your written direction, and regardless of any third-party service agreement that prohibits the pass-through cost of these fees. RentVision shall not mark up the cost of these fees and will only bill you for the cost paid by RentVision.
3. Term and Termination.
3.1 Term. For each Service Order, the “Service Order Term” shall begin as of the effective date set forth on such Service Order, and (i) shall continue for the initial term as indicated on the Service Order form (the “Initial Service Order Term”), and (ii) following the Initial Service Order Term, shall automatically renew on a month-to-month basis thereafter. This Service Agreement shall commence upon the earlier of the effective date set forth in the first Service Order or the date you began accessing or using the Services, and, unless earlier terminated in accordance herewith, shall last until the cancellation of all Service Order Terms (the “Term”).
3.2 Changes. At any time during the Term, RentVision may adjust or modify your Service Fees and the terms of this Service Agreement. You will receive 60 days advance notice before any such changes go into effect. By continuing to use or receive the Services after the effective date of any modifications to this Service Agreement or your Service Fees, you agree to be bound by the modified Service Agreement and Service Fees. If you choose not to continue using the Services after the change goes into effect, your right to use the Services will end and you will be required to pay any Service Fees and Supplemental Fees in accordance with the terms of each original Service Order.
3.3 Termination for Breach. Each party will have the right to terminate this Service Agreement if the other party breaches this Service Agreement and fails to cure such breach within 10 days after written notice thereof.
3.4 Standard Cancellation Policy. Either party may terminate the Agreement by giving 30-days’ advance written notice to the other party. You may choose to cancel any Service Order at any time, but you will be required to pay in full the amount of the Service Fees associated with the remainder of the any Service Order Term. Such payment shall be made within 30 days after cancellation.
3.4.1 Cancellation as a Result of Ownership Change during the Initial Service Order Term. In the event that an apartment property identified on a Service Order, or the entity holding title to an apartment property identified on a Service Order, is sold to an unrelated third party, you shall have the option, during the Initial Service Order Term and upon giving 30-days advance written notice to RentVision, to terminate the Service Agreement with respect to such apartment property that is the subject of such sale. In the event of such termination, an early termination fee in the amount of $1,500 will apply for each apartment property that is the subject of such sale, and the Service Fees associated with the remainder of the term will be waived with respect to each apartment property for which the termination fee is paid. Any Service Fees incurred and accrued before the date of the ownership change (“Closing Date”) will be due to RentVision within 7 days after the Closing Date. For the avoidance of doubt, you will remain responsible for all obligations and Service Fees under the Service Agreement that are not specifically waived under this Section, including those related to all properties identified on a Service Order that are not the subject of a sale.
3.4.2 Cancellation for Third-Party Management Companies. If you are the representative of a Third-Party Property Management Company, and in the event that the apartment property you manage has given notice to cancel your third-party property management services, and the property you manage has not sold to new ownership, you shall have the option, upon giving 14-days advance written notice to RentVision, to terminate the Agreement during the Term. In this event, no early termination fee will apply. The Service Fees associated with the remainder of the Initial Service Order Term will be waived. Any Service Fees incurred and accrued before the date of the Third-Party Management Company change (“Management Change Date”) will be due to RentVision within 7 days of the Management Change Date.
3.5 Additional Remedies. Without limiting other available remedies, RentVision reserves the right to suspend or disable your and your Authorized Users’ access to the Services, including the suspension of online advertising campaigns and suspension of the Website, if any undisputed amounts payable under this Service Agreement are more than 14 days past due. RentVision also reserves the right to suspend or disable access to the Services if RentVision determines (in its sole discretion) that: (1) your or any Authorized User’s use of the Services disrupts, harms, or poses a security risk, or may cause harm, in each case to RentVision, the Services or any third party; or (2) you or any Authorized User has used, or is using, the Services in breach of this Service Agreement. In the event of a cancellation, RentVision also reserves the right to withhold the transfer of information or data, including the transfer of domain names and access to any accounts that RentVision controls, to you or your other service providers until all amounts payable under this Service Agreement are paid in full.
3.6 Effect of Termination. Upon any expiration or termination of this Service Agreement, your (and your Authorized Users’) right to access and use the Services, including without limitation the Website, will automatically terminate. RentVision will have no liability for any costs, losses, damages, or liabilities arising out of or related to RentVision’s exercise of its termination rights under this Service Agreement. You remain liable for all fees, charges, and any other obligations you have incurred through the date of termination with respect to the Services. You shall immediately return, or if instructed by us, destroy all RentVision Confidential Information (as defined in Section 4 below) then in your possession. The obligations and provisions of Sections 1.3, 2, 3.6, 3.7, 4 through 8 inclusive) and 13 will survive any expiration or termination of this Service Agreement.
3.7 Effect of Suspension. Upon RentVision’s suspension of your use of any Services, in whole or in part, for any reason, (A) fees will continue to accrue for all Services; (B) you remain liable for all fees, charges, and any other obligations you have incurred through the date of suspension with respect to the Services; and (C) all of your rights with respect to the applicable Services shall be terminated during the period of the suspension.
4. Confidentiality and Nondisclosure.
Customer Personal Data (as defined in the Data Processing Addendum) is governed by the terms of the Data Processing Addendum found at www.rentvision.com/dpa (“Data Processing Addendum”). You and RentVision understand that the other may need to disclose certain non-public information relating to its business that it considers confidential, or that is of a nature reasonably understood or described in this Service Agreement to be confidential (“Confidential Information”) in connection with the use and/or performance of the Services. Confidential Information includes the non-public portions of the Services and any related documentation and pricing information of RentVision. Confidential Information includes trade secrets (including without limitation all algorithms associated with the RentVision Platform), inventions, ideas, processes, formulas, source and object codes, data, databases, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, new products, business plans, budgets, financial information, prices and costs, suppliers, and customer information of the disclosing party. During the term of this Service Agreement and for three (3) years thereafter, the party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) agrees to take reasonable precautions to protect the Disclosing Party’s Confidential Information from unauthorized disclosure, not to use such Confidential Information except as authorized or as necessary to perform your obligations under this Service Agreement and to not disclose (without the Disclosing Party’s prior authorization, including any such authorization given under this Service Agreement) to any third person any such Confidential Information (other than on a need to know basis to the Disclosing Party’s its affiliates employees, consultants and service providers who are subject to confidentiality obligations that are at least as protective of Confidential Information as this Service Agreement) or as specifically permitted under this Service Agreement. Confidential Information does not include any information that a Receiving Party can show: (1) through no fault of the Receiving Party, is or becomes generally available to the public, or (2) was in the Receiving Party’s possession or was known prior to receipt from the Disclosing Party, or (3) was rightfully disclosed to the Receiving Party without restriction by a third party, or (4) was independently developed without use of any of Disclosing Party’s Confidential Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case the Receiving Party will, unless prohibited by law or legal process, promptly notify the Disclosing Party and cooperate with the Disclosing Party if the Disclosing Party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed). Upon termination of this Service Agreement, the Receiving Party will promptly return to the Disclosing Party or destroy all copies of the Disclosing Party’s Confidential Information in Receiving Party’s possession or control, except that the Receiving Party may retain one (1) copy of the Disclosing Party’s Confidential Information for the sole purpose of monitoring its compliance under this Service Agreement. The Receiving Party is responsible for any violation of these terms Receiving Party’s or its affiliate’s employees, consultants, service providers and any other party to which Receiving Party disclose Confidential Information. For the avoidance of doubt, rental terms (including rental pricing), Property Information, information you provide to RentVision for purposes of advertising, rental and occupancy data and similar de-identified data and information, including Analytics Data generated using Customer Data, shall not be considered Confidential Information.
Except with RentVision’s prior written consent, you shall not engage as an employee or consultant any employee of RentVision during the term of this Agreement and for a period of eighteen (18) months after the earlier of (i) the termination of this Agreement; or (ii) termination of the employee's employment with RentVision. In the event of breach of this provision, you will be liable to pay liquidated damages to RentVision in an amount equal to five (5) times the final annual salary of the employee hired by you which was payable by RentVision during the time the employee was employed by the Company.
6. Ownership; Limited Licenses.
6.1 Ownership of Work Product. RentVision is and will be the sole and exclusive owner of all right, title, and interest in and to all Work Product, including all Intellectual Property Rights therein and all Usage Data and Analytics Data; provided, however, that any logo designed by RentVision specifically for you as part of the Services, shall be your sole and exclusive property. For the purposes of this Agreement:
"Intellectual Property Rights" means any and all rights arising in the US or any other jurisdiction throughout the world in and to (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and works of authorship (whether copyrightable or not), including computer programs, and rights in data and databases, (d) trade secrets, know-how, and other confidential or proprietary information, and (e) all other intellectual property, in each case whether registered or unregistered, and including all registrations and applications for such rights and renewals or extensions thereof, and all similar or equivalent rights or forms of protection in any part of the world.
"Work Product" means all documents, deliverables (including the Website(s)), and other materials and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice by or on behalf of RentVision solely or jointly with you or others in the course of performing the Services or other work performed by or on behalf of RentVision in connection with the Services or this Agreement and all printed, physical, and electronic copies and other tangible embodiments of any of the foregoing.
“Usage Data” means all identified data with respect to the use and performance of the Services.
“Analytics Data” means all analytics, analyses, statistics, benchmarks, or other aggregated and de-identified data derived from Usage Data or Your Materials.
6.2 Not a Work Made For Hire; Assignment. You acknowledge and agree that any and all Work Product and all Intellectual Property Rights therein shall automatically and immediately vest in RentVision. THIS IS NOT A WORK MADE FOR HIRE AGREEMENT. To the extent that any Work Product may be deemed your property, you hereby irrevocably assigns to RentVision and its successors and assigns, for no additional consideration, your entire right, title, and interest in and to the Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world.
6.3 Customer Data and Materials; License. As between you and RentVision, you are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided by you to RentVision, including Property Information and Customer Data (collectively, "Your Materials"), including all Intellectual Property Rights therein.
6.4 License to Use Your Materials. You hereby grant to RentVision a non-exclusive license to access, use, copy, modify, create derivative works based on, and distribute Your Materials, including without limitation, Customer Data, Property Information, and trademarks, service marks, trade dress, trade names, logos, and corporate names for the purpose of: (a) providing the Services to you and your Authorized Users, and (b) creating Analytics Data. In addition, you hereby grant to RentVision a non-exclusive perpetual license to use, modify, and create derivative works based on, your historical occupancy data, which license shall survive the expiration or termination of this Service Agreement without limitation. You shall release, defend, indemnify and hold harmless RentVision (including its officers, directors, agents and associates of RentVision) from and against any and all damages, liability, expenses, fees, costs and attorney fees arising in connection with or relating to any third-party claims of infringement or violation of any Intellectual Property Rights in connection with Your Materials, including RentVision’s use thereof.
6.5 RentVision Materials and Data. As between you and RentVision, RentVision is, and shall remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, know-how, methodologies, software, databases, formulas, design elements, photographs, video, text, data, processing techniques, and other works and materials developed or acquired by RentVision prior to, during, or after the provisions of Services (collectively, "RentVision Materials"), including all Intellectual Property Rights therein.
6.6 License to Use the Services and RentVision Materials. Subject to your acceptance of this Service Agreement, ongoing compliance with its terms and conditions, including timely payment of all fees and charges, RentVision hereby grants to you, without the right to sublicense, a limited, nonexclusive, nontransferable license to use during the Term, the Services and select RentVision Materials made available to you by RentVision solely in connection with and as necessary for your use of the Services.
6.7 Feedback. If you provide any ideas, suggestions, or recommendations regarding the Services (“Feedback”), RentVision will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, you grant to RentVision a worldwide, perpetual, irrevocable, fully-paid, royalty-free, nonexclusive license to use and exploit in any manner such Feedback.
You acknowledge that Services provided by RentVision under this Agreement are provided by RentVision “AS IS,” WITH ALL FAULTS, and without warranty of any kind. You will bear the risk of any loss which you or your customers, employees or users might incur from using or relying on the Services used by you, your employees, and your affiliates. RENTVISION EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. You assume sole responsibility and liability for results obtained from the use of the Services and for conclusions drawn from such use. RentVision will have no liability for any claims, losses, or damages caused by errors or omissions in any Customer Data or any results produced by the Services based upon Customer Data.
8. Limitation of Liability.
IN NO EVENT WILL RENTVISION BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, WHETHER OR NOT FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH THIS SERVICE AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT RENTVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. RENTVISION’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS SERVICE AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE AMOUNTS PAID TO RENTVISION BY YOU FOR THE SERVICES DURING THE 12 MONTH PERIOD PRIOR TO THE FIRST CLAIM FOR LIABILITY HEREUNDER. The parties agree that the limitations and exclusions contained in this Section 8 and elsewhere in this Service Agreement will survive and apply even if any exclusive remedy specified in this Service Agreement is found to have failed of its essential purpose.
9. Force Majeure.
RentVision will not be in breach of this Service Agreement if its performance is prevented or delayed for circumstances beyond its reasonable control, including but not limited to acts of God, inclement weather, flood, lightning or fire, strikes or other labor disputes or industrial action, act or omission of government or other competent authority, terrorism, war, pandemic, riot, or civil commotion, unavailability of supply or power outage, hackers, viruses, disruption in transmission, or disruption in telecommunications services.
10. Relationship between the parties.
The parties agree that they are entering into this Agreement in their capacities as independent contractors, and not as joint venturers, partners, employees, associates, or agents. Without limiting the generality of the foregoing, neither party shall have any right, power or authority to bind the other.
11. Assignment, Binding on Successors.
Neither party shall assign this Agreement in its entirety to any other person without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that RentVision may assign its rights or delegate its obligations, in whole or in part, without such consent, to (a) one or more of its affiliates, or (b) an entity that acquires all or substantially all of the business or assets of RentVision, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. The parties acknowledge and agree that the terms of this Agreement are fully binding upon and inure to them and their respective successors, permitted assigns, and all others claiming by, through, or under the respective parties.
12. Entire Agreement.
The parties acknowledge that this Agreement, the links, documents, exhibits, attachments and schedules hereto, and any agreements for the provision of additional services to this Agreement represent the entire agreement between the parties, integrate all of the terms and conditions mentioned herein or incidental hereto, supersede all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. The Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument.
13. Choice of Law and Venue.
This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska. Claims or disputes by any party arising out of or related in any way to this Agreement exclusively shall be resolved in the State or federal courts in Lincoln, Nebraska. The parties hereby waive any and all objections, claims and/or defenses they have or may have in the future regarding personal jurisdiction, venue, forum non-conveniens, and transfer to another court.
14. Contact Information.
If you have any questions regarding this Service Agreement, you may contact RentVision via email at Legal@RentVision.com or via postal mail at:
1001 S. 70th St.
Lincoln, NE 68510