Multifamily Self-Touring Default Contract & Master Services Agreement

Multifamily Self-Touring Default Master Services Agreement

 

Below is a default master services agreement for multifamily operators using Rently self-touring. For the avoidance of doubt, separate terms executed between client and Consumer 2.0 supersede the terms indicated below.

Legacy and Pilot pricing plans are set to expire on December 31st, 2020.

TERMS

“Self-Touring” – Self-Touring is a technology invented by Rently in 2011 and covered under the US patents listed below*. Self-Touring allows prospects to utilize the Rently service to instantly self-tour vacant properties. Access to the vacant unit is facilitated by lockboxes, smart locks or smart homes that are compatible with the Rently service.

“Rently Sign Up” – The Rently Sign Up cost is an upfront fee that client must pay in order to begin utilizing the Rently service. The sign-up fee is the quantity of “Self-Touring activations” that an operator will initially use. The “Sign-Up” fee is credited towards “Self-Touring activations” listed below. The sign-up fee is due upon receipt and is non-refundable.

“Self-Touring Activation” – A self-touring activation is when the Rently Self-touring service is activated for a vacant home or apartment unit within 30 days. If a vacant unit exceeds 30 days, a new activation fee applies to the vacant unit.

“Lost Lockbox” – Client does not own the lockboxes supplied by Rently. If Client does not return a lockbox upon cancellation of service, a “lost lockbox” fee of $150 applies.

“Device Access Fee” – The minimum fee applied for using Rently Self Touring on a Community.

*Rently self-touring technology is covered under US Patents 9881347B2, 9,875590B2, 8869574B2, 9127478B2, 9303431B2, 10,552928B2, 10325426B2, 10217301B2

OVERVIEW

This contract (“contract”) for services is made effective between the client and Consumer 2.0 Inc. d.b.a. Rently, Rently Keyless and Oaks Labs located at 6300 Wilshire Blvd, Suite 620, Los Angeles, California 90048 (thereafter referred to as “Consumer 2.0” or “Provider”).  Consumer 2.0 specializes in providing patented* self-showing/self-touring/unattended showing services to real estate operators.

Upon “Rently Sign Up”, Consumer 2.0 will provide client with the following hardware and software services (collectively referred to as “Services”) and as specified in each client order (“Order” or “Invoice”). Order to be submitted to sales representative using the Rently Sales order form supplied by Rently sales team (see example in Exhibit A).

Pricing for Rently Self-Touring for Multifamily operators is $150 per month per vacant apartment unit that utilizes the Rently Self-Touring service, referred to as a “Self-Touring Activation”. A minimum of 1 “Self-Touring Activation” per community per month is applied to all accounts. This line item in your invoice is described as a “Device Access Fee”.

Any discounts based on quantity or term shall reflect in the contract as the “effective rate”.

Pricing examples: An operator signs up for 10 activations at a rate of $150. The total “Rently Sign Up” fee would cost a total of $1500. This $1500 would be applied to future “Self-Touring” activations.

If the “Self-Touring Activation” fee is $150, and a customer has 1 device (Smart Lockbox, Smart Lock or Smart Home) that is used to on 1 model unit for 1 month, the cost to the operator is $150. If 1 smart device is activated on 3 active units in a month, the total amount invoiced to the client is $450 for the month. This fee is deducted from the “Rently Sign Up Fee”.

Volume discounts negotiated are based on concurrent activations, not cumulative.

SOFTWARE SERVICES.

During the subscription term, client, will receive unlimited use of Consumer 2.0 SaaS (Software as a Service) portals. This includes unlimited users (“Users”) users in the Rently Manager portal, listing to homes.rently.com,  and properties added.

HARDWARE SERVICES

1. Consumer 2.0 will supply the client with hardware as shown in the invoice. Consumer 2.0 will ship smart lockboxes anywhere in the United States by standard parcel ground service at no charge to the client. Consumer 2.0 will expedite any order at cost to the client. Client pays shipping fees in full for purchased hardware.
2. Lockboxes not retuned to Consumer 2.0 are subject to a $150 replacement fee per device.
3. For third party devices such as Yale, Kwikset, etc., warranty exchange will be handled directly with the device manufacturer.
4. Oaks locks and hubs manufactured by Consumer 2.0 will be covered under a 1-year electronics warranty and a 3-year mechanical parts warranty. All warranty replacements must be placed through a client success manager and use the RMA process. Warranty details are included in each device manual.

SUPPORT SERVICES

1. Consumer 2.0 will assign a Client Success Manager to provide live webinar training for all client managers as requested.
2. Consumer 2.0 will deploy Client Success Managers at client request to field questions, train, consult, and otherwise assist in deploying SaaS.
3. Consumer 2.0 will provide dedicated manager support by email, phone, and chat to be provided Monday through Friday, 7:30 AM to 5:00 PM PST.
4. The online support center (www.rently.com/help) is available 24×7 for self-service technical assistance. Accessing product documentation, technical articles, and FAQs can be found at www.rentlydocs.com. Manager facing support email address is [email protected] Manager support can also be reached via phone at (323) 417-5666 or 1-855-248-8144. Renter facing support email address is [email protected]

RESTRICTIONS. Client shall not, and shall not authorize any User, employee or agent of client to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized users, (iii) modify or create derivative works based upon the SaaS Services or Documentation, (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law.

RESPONSIBILITIES

1. Administrator Access. Client shall be solely responsible for the acts and omissions of its administrative users (defined as users assigned Admin, Manager or Super Admin agent roles).
2. Client Input. Client agrees to provide necessary information to Rently in order to properly manage account (i) notify Consumer 2.0 immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Consumer 2.0 immediately and use reasonable efforts to stop any unauthorized use of the service that is known or suspected by client or any client user, and (iii) not provide false identity information to gain access to or use the service.
3. Suggestions. Consumer 2.0 shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendations or other feedback provided by client, including all users, relating to the operation of the SaaS services.

ORDERS AND PAYMENT

1. Invoicing and Payment. Unless otherwise provided in the invoice, Consumer 2.0 shall invoice client for all fees on the Schedule effective date.  Client shall pay all undisputed invoices within 30 days after client receives the invoice.  Except as expressly provided otherwise, fees are non-refundable.  All fees are stated in United States must be paid by client to Consumer 2.0 in United States Dollars. Checks to be mailed to 1090 Avenida Acaso, Camarillo, CA 9300.
2. Invoice Generation. Invoices shall be generated at the following tier (select one): Community-level invoicing ot Parent level invoicing

3. Invoice Submission. Invoices should be submitted via (select one). Due Upon Receipt Credit Card (2% discount), Email Submission, Yardi, RealPage, or Other service (please describe)

4. Late Payment. Payments not received within 7 days of the due date will be assessed a 1.5% late fee on the amount outstanding.

CONFIDENTIALITY

1. Consumer 2.0 agrees not to disclose, allude to, or otherwise compromise any information about the client or any entity on which the client manages assets.
2. Consumer 2.0 will not discuss or disclose terms of this or any agreement with the client with any competitor, including price and volume.

TERM

1. The term length of this contract is __________ days from “effective date”.

TERMINATION & RENTLY ACCOUNT CANCELLATION

1. Consumer 2.0 may, upon non-payment of services:
1.1. Terminate access to Consumer 2.0 sites, applications and services, and
1.2. Deactivate or cancel client’s Consumer 2.0 account. Upon termination, Consumer 2.0 will promptly pay you any amounts Consumer 2.0 reasonably determines is owed at its discretion. In the event Consumer 2.0 terminates these terms, or client access to Consumer 2.0 Site, application and services or deactivates or cancels client Rently Account you will remain liable for all amounts due hereunder. Client may cancel Consumer 2.0 account at any time by sending an email to [email protected] Please note that if your Rently Account is cancelled, Consumer 2.0 does not have an obligation to delete or return to you any Content you have posted to the Site, application and services, including, but not limited to, any reviews or feedback.

To remove a community from Rently Self-Touring billing, please send the smart lockboxes back to Rently Operations at 1090 Avenida Acaso, Camarillo, CA 93012 and inactivate the community in Rently Manager Portal. If utilizing smart locks or smart home devices, please contact your account manager to completely remove the service.

PROFESSIONAL SERVICES.

Consumer 2.0 terms of use can be found at https://use.rently.com/terms-of-use/. Terms of Use includes privacy policies, business continuity plan and security protocols established by Consumer 2.0.

INDEMNITY
1. Provider will indemnify, hold harmless and, at client’s option, defend client, its affiliates, and their respective directors, officers, employees and agents (each, an “Client Party”) from and against all claims, liabilities, damages, losses, costs and expenses (including attorneys’ fees) arising out of or in connection with: (a) Provider’s acts or omissions in the performance of the services; (b) Provider’s breach any representation, warranty or covenant in this Agreement; (c) the services (or any other hardware, devices, software, websites, documentation or other products or services provided or used by Provider in connection with this Agreement)  infringing, misappropriating or violating any patent, copyright, trade secret, trademark or other intellectual property rights of any third party; or (d) any bodily injury (including, without limitation, death) or property damage attributable to use of the system, fault, negligence or strict liability of provider or anyone under provider’s direction, supervision or control. Client will have the right to approve the counsel selected by provider for defense of any such claim, which approval will not be unreasonably withheld.  Client will provide provider prompt written notice of any such claim and such information and assistance as provider may reasonably request to help provider defend such claims; provided that provider pays or reimburses all of the costs and expenses reasonably incurred by the client parties in connection with any assistance requested by provider under this section; and provided, further, that client’s failure to promptly notify provider will not relieve the provider of its indemnification obligations hereunder except to the extent provider is prejudiced by the delay.  Provider will not have any right to settle any such claim without the client’s written consent if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of any liability or wrongdoing (whether in contract, tort or otherwise) on the part of any client party or otherwise requires a client party to take or refrain from taking any material action (such as the payment of fees).

Client will indemnify, hold harmless and, at provider’s option, defend provider, its affiliates, and their respective directors, officers, employees and agents (each, a “Provider Party”) from and against all claims, liabilities, damages, losses, costs and expenses (including attorneys’ fees) arising out of or in connection with:  (a) client’s acts or omissions in the performance of this agreement; (b) client’s breach any representation, warranty or covenant in this agreement; (c) the content and/or information provided or used by client in connection with this agreement) infringing, misappropriating or violating any patent, copyright, trade secret, trademark or other intellectual property right of any third party; or (d) any bodily injury (including, without limitation, death) or property damage attributable to use of the system, fault, negligence or strict liability of client or anyone under the client’s direction, supervision or control.  Provider will have the right to approve the counsel selected by client for defense of any such claim, which approval will not be unreasonably withheld.  Provider will provide client prompt written notice of any such claim and such information and assistance as client may reasonably request to help client defend such claims; provided that client pays or reimburses all of the costs and expenses reasonably incurred by the provider pParties in connection with any assistance requested by client under this section; and provided, further, that Provider’s failure to promptly notify client will not relieve client of its indemnification obligations hereunder except to the extent client is prejudiced by the delay. Client will not have any right to settle any such claim without provider’s written consent if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of any Provider Party or otherwise requires a Provider Party to take or refrain from taking any material action (such as the payment of fees).

2. Insurance. Throughout the Term and for two (2) years thereafter, provider will obtain and maintain at its own expense: (a) Commercial General Liability insurance with a limit of not less than two million dollars ($2,000,000) per occurrence; and (b) cyber liability insurance and data protection liability insurance coverage for at least two million dollars ($2,000,000) covering liabilities for financial loss resulting or arising from acts, errors or omissions in provider’s performance of its obligations hereunder, as well as all its costs, including damages it is obligated to pay client or any third party associated with any security breach or loss of personal information, regardless of cause (costs to be covered by this insurance policy will include without limitation: (i) costs to notify individuals whose personal Information was lost or compromised; (ii) costs to provide credit monitoring and credit restoration services to individuals whose personal information was lost or compromised; (iii) costs associated with third party claims arising from the security breach or loss of personal Information, including litigation costs and settlement costs; and (iv) any investigation, enforcement or similar miscellaneous costs).  Within ten (10) days after the effective date and thereafter upon client’s request, provider will furnish client with certificates of insurance evidencing such coverage naming client as an additional insured.  The certificate will provide that the insurer waives its rights of subrogation against client and that the insurer will provide notice to client in writing at least thirty (30) days prior to any cancellation or reduction in such insurance coverage.

DEFAULT. The existence of any of the following shall constitute a material default (“Default”) under this contract.
1. The failure of client to make a required payment (without cause and provided that Consumer 2.0 is not then in default) to Consumer 2.0 within 30 days of receipt of an invoice for payment from Consumer 2.0.
2. The insolvency or bankruptcy of either party.
3. The subjection of any of either party’s property to any levy, seizure general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
4. The failure by Consumer 2.0 to make available or deliver any of the items described in an order in the time and manner provided for in this contract.
5. The failure of either party to substantially perform any material provision, term, or condition of this contract.
6. The failure to maintain the insurance coverages set forth in Section 13 below.

REMEDIES. In addition to any and all other rights a party may have available under law or in equity, if a party Defaults, the non-defaulting party shall provide written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the Default. Except Defaults of the type listed in Section 12 (12.2), (12.3) or (12.6), the party receiving such notice shall have 30 days from the date of such notice to cure the Default(s) (“Cure Period”). In the event that the defaulting party fails to cure the Default within the Cure Period, the non-defaulting party may immediately terminate this contract by written notice to the defaulting party. Upon the earlier of 180 days prior to the scheduled expiration date of this contract or the termination of this contract, regardless of the reason for termination or expiration and for no additional cost, Consumer 2.0 will perform the Transition Services requested by client.  The parties will mutually agree on a transition plan that details how Consumer 2.0 will accomplish the Transition Services.

FORCE MAJURE. If the performance of this contract or any obligation under this contract is prevented, restricted or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and such affected party provides prompt written notice of such an event to the other party, then the obligations of the party invoking this provision shall be suspended to the extent reasonably necessary by such event (“Excused Party”). The term “Force Majeure” shall be limited to acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, wars or strikes, lockouts, work stoppages, or other labour disputes. The Excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party (and, for the avoidance of doubt, shall not be deemed to be a Force Majeure) if committed, omitted, or caused by such party, or its employees, officers, agents or affiliates. Notwithstanding the foregoing, a security incident, shall not be considered a Force Majeure.

ARBITRATION. Any controversies or disputes arising out of or relating to this contract shall be resolved by binding arbitration in accordance with current commercial arbitration rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in Los Angeles, California. All documents, materials and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice if arbitration is served. The arbitrator(s) shall not have the authority to modify any provisions of this contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding to the parties and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under the contract. Notwithstanding the foregoing, this Section shall not apply when either party is seeking injunctive and/or other equitable relief. The parties agree to equally split all arbitration fees and costs.

ENTIRE AGREEMENT. This contract (and any order) contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written concerning the subject matter of this contract. This contract supersedes any prior written or oral agreements between the parties. In the event of any conflict between this contract and an Order, this contract shall supersede and prevail.

SEVERABILITY. If any provision of this contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

AMENDMENT. This contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

GOVERNING LAW. This contract shall be construed in accordance with the laws of the State of California, without regard to its conflicts of law principles.

NOTICE. Any notice or communication required or permitted under this contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested to Consumer 2.0, at the address set forth in the preamble.

WAIVER. The failure of either party to enforce any provision of this contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this contract.

ATTORNEY FEES. Each party shall be responsible for its own attorney’s fees and costs in connection with this contract, except as related to indemnification.