THIS SUBSCRIPTION SERVICES AGREEMENT (THE “AGREEMENT”) IS A LEGAL CONTRACT BETWEEN YOU (SOMETIMES REFERRED TO AS “SUBSCRIBER”) AND RentGuruz (AS DEFINED BELOW) GOVERNING YOUR USE OF ALL SERVICES OUTLINED IN THIS AGREEMENT. RentGuruz IS UNWILLING TO AUTHORIZE YOUR USE OF THE SERVICES PROVIDED HEREIN EXCEPT ON THE TERMS CONTAINED IN THIS AGREEMENT. YOUR USE OF ANY OF THE SERVICES SHALL CONSTITUTE AN ACCEPTANCE BY YOU OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO AGREE TO THE TERMS OF THIS AGREEMENT, DISCONTINUE ALL USE OF THE SERVICES.
THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF RENTGURUZ’S OBLIGATIONS AND RESPONSIBILITIES TO YOU, AS USER OF THE SERVICES, AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF RentGuruz RELATING TO THE SUBJECT.
THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, EXCLUSIVE REMEDIES, AND LIMITATIONS ON LIABILITIES, ALL OF WHICH FOR MANESSENTIAL BASIS OF THIS AGREEMENT.
RentGuruz and Subscriber may each be referred to herein as a “Party” or collectively as “Parties”. RentGuruz provides a subscription service to which Subscriber intends to subscribe. This Agreement sets forth the terms pursuant to which Subscriber will be permitted access to RentGuruz’s web-based services. The Parties agree as follows:
1.Provision of Service.
1.1. RentGuruz Obligations. During the Term of this Agreement, RentGuruz shall:
a) make the Service available to Subscriber in accordance with the Documentation, the SLA and pursuant to the terms of this Agreement;
b) not use Subscriber Data except to provide the Service to Authorized Parties, or to preventer address service or technical problems, verify Service Improvements, in accordance with this Agreement and the Documentation, or in accordance with Subscriber’s instructions; and
c) not disclose Subscriber Data to anyone other than Authorized Parties in accordance with this Agreement. RentGuruz reserves the right to deny access to the Service to anyone at any time in the event that RentGuruz, in good faith, believes it is necessary for purposes of ensuring Subscriber’s compliance with this Agreement or to protect the rights, property, and interests of RentGuruz, its Affiliates, service providers and licensors.
1.2. Subscriber Obligations. Subscriber may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Subscriber in accordance with the terms of this Agreement and the Documentation and not for the benefit of any third parties. Subscriber is responsible for all Authorized Party use of the Service and compliance with this Agreement. Subscriber shall:
a) have sole responsibility for the evaluation, selection and for the results obtained from the Service;
b) comply with all rules and regulations relating to the Services in the Documentation or sent to Subscriber by email or other electronic means as they may be amended from time to time;
c) have sole responsibility for the accuracy, quality, and legality of all Subscriber Data; and
d) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, notify RentGuruz promptly of any such unauthorized access or use, and cooperate with and assist RentGuruz in identifying and preventing any unauthorized use, copying, or disclosure of the Services, the Documentation, or any portion thereof. Subscriber shall not:
i. use the Service in violation of applicable Laws or in such a manner as is likely to harm RentGuruz, its Affiliates, service providers, licensors and/or suppliers;
ii. in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights;
iii. send or store Malicious Code in connection with the Service;
iv. interfere with or disrupt performance of the Service or the data contained therein; or
v. attempt to breach the security of the Services, or access or attempt to access data belonging to third parties;
vi. attempt to gain access to the Service or its related systems or networks in a manner not set forth in this Agreement or the Documentation. Subscriber shall provide RentGuruz a maximum number of named contacts to request and receive support services from RentGuruz (“Named Support Contacts”). Named Support Contacts must be trained on the RentGuruz product(s) for which they initiate support requests. Subscriber shall be liable for the acts and omissions of all Authorized Parties and Subscriber Affiliates relating to this Agreement.
2. Proprietary Rights.
2.1. Ownership and Reservation of Rights to RENTGURUZ Intellectual Property. RentGuruz and its licensors own all right, title and interest in and to the Service, Documentation, and other RentGuruz Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, RentGuruz reserves all rights, title and interest in and to the Service, and Documentation, including all related Intellectual Property Rights. No rights are granted to Subscriber hereunder other than as expressly set forth herein.
2.2. Access to and Use of Content. Subscriber has the right to access and use the Service and Documentation subject to the terms of this Agreement and the Documentation.
2.3. Restrictions. Subscriber shall not
a) modify or copy the Service or Documentation or create any derivative works based on the Service or Documentation;
b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein;
c) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by RentGuruz in the provision of the Service and Documentation;
d) access the Service or Documentation in order to build any commercially available product or service; or
e) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation.
2.4. Ownership of Subscriber Data. As between RENTGURUZ and Subscriber, Subscriber owns its Subscriber Data.
2.5. License to Host Subscriber Data and Applications. Subscriber grants, RENTGURUZ and its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, store, record, transmit, display, view or otherwise use Subscriber Data, as reasonably necessary for RentGuruz to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein to RentGuruz acquires no right, title or interest from Subscriber or subscriber’s licensors under this Agreement in or to any of Subscriber Data.
2.6. Subscriber Input. RentGuruz shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any Subscriber Input. RentGuruz shall have no obligation to make Subscriber Input an Improvement. Subscriber shall have no obligation to provide Subscriber Input.
2.7. Aggregated Statistical Information. RentGuruz owns the aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and reports processed in the Service and the performance results for the Service (the “Aggregated Statistical Information”). Nothing herein shall be construed as prohibiting RentGuruz from utilizing the Aggregated Statistical Information for purposes of operating RentGuruz’s business, provided that RentGuruz’s use of Aggregated Statistical Information will not reveal the identity of Subscriber or its Personal Data to any third-party.
2.8. Injunctive Relief. The Parties acknowledge that, in the event of a breach of any of the provisions of this Section, the non-breaching Party will not have an adequate remedy at law. The non-breaching Party shall, therefore, be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. The non-breaching Party’s right to obtain injunctive relief shall not limit its right to seek further remedies.
3. Confidentiality.
3.1. Confidentiality. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other Party's prior written permission.
3.2. Protection. Each Party agrees to protect the Confidential Information of the other Party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.
3.3. Compelled Disclosure. A disclosure by one Party of Confidential Information of the other Party to the extent required by Law shall not be considered a breach of this Agreement, provided the Party so compelled promptly provides the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other Party's cost, if the other Party wishes to contest the disclosure.
3.4. Remedies. If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other Party in breach of confidentiality protections hereunder, the other Party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies are inadequate.
3.5. Exclusions. Confidential Information shall not include any information that:
a) is or becomes generally known to the public without breach of any obligation owed to the other Party;
b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party;
c) was independently developed by a Party without breach of any obligation owed to the other Party;
d) or is received from a third party without breach of any obligation owed to the other Party. Subscriber Data shall not be subject to the exclusions set forth in this Section.
4. Subscriber Data.
4.1. Privacy and Security. RentGuruz has taken reasonable actions, including encryption and firewalls, to ensure that Subscriber Data is disclosed only to Authorized Parties. However, Subscriber acknowledges that the Internet is an open system and RentGuruz cannot and does not warrant or guarantee that Subscriber Data will not be intercepted by third parties. RentGuruz disclaims any liability for interception of any Subscriber Data or electronic communications. Notwithstanding the first sentence in this Section, RentGuruz may disclose information submitted by Subscriber to RentGuruz if required by law or in the event that RentGuruz, in good faith, believes disclosure is necessary to comply with legal process, or protect the rights or property of RentGuruz, its Affiliates, licensors or others. RentGuruz does not sell or rent Personal Data to third parties for their marketing purposes without Subscriber’s explicit consent and RentGuruz only uses Subscriber information as described in the Privacy Statement. For more information on RentGuruz’s Privacy Statement, see the Privacy Statement posted on www.RentGuruz.com. If Subscriber objects to Subscriber information being used in the manner set for thin the Privacy Statement, Subscriber should discontinue use of the Service.
4.2. Ownership. As between Subscriber and RentGuruz, Subscriber is the owner of all Subscriber Data. Upon termination of this Agreement, all Subscriber Data retained by RentGuruz in the system database files shall be made available to Subscriber for a period of 10 days after the termination of this Agreement. Thereafter, all of Subscriber Data retained by RentGuruz in the system database files shall be made available to Subscriber only upon remittance to RentGuruz of a reasonable fee to cover the servicing and handling of Subscriber Data.
4.3. Use of Subscriber Data. Not with standing Section 4.2, Subscriber acknowledges and agrees that it is RENTGURUZ's practice to make backup copies of the Subscriber Data. Subscriber acknowledges and agrees that RentGuruz may store and maintain Subscriber Data for such period of time as it deems necessary. Subject to the terms and conditions of this Agreement, Subscriber grants RentGuruz a limited, non-exclusive, non-transferable license to copy, store, record, transmit, display, view, print, or otherwise use Subscriber Data to the extent necessary to perform its services pursuant to this Agreement. Subscriber agrees that the license to store and maintain Subscriber Data shall survive the termination of this Agreement.
4.4. Limitations on Use. RentGuruz shall maintain in confidence and shall not disclose to any third-party Subscriber Data, and RentGuruz agrees that Subscriber Data will not be used by RentGuruz for any purposes other than the provision of Services and as provided in the RentGuruz Privacy Statement.
4.5. RentGuruz Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of Personal Data is caused by RentGuruz’s breach of its security and/or privacy obligations under this Agreement, RentGuruz shall pay the reasonable and documented costs incurred by Subscriber in connection with the following items:
4.6. costs of any required forensic investigation to determine the cause of the breach,
a) providing notification of the security breach to applicable government and relevant industry self- regulatory agencies, to the media (if required by applicable Law) and to individuals whose Personal Data may have been accessed or acquired,
b) providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period of one year after the date on which such individuals were notified of the unauthorized access or acquisition for such individuals who elected such credit monitoring service, and
c) operating a call center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one year after the date on which such individuals were notified of the unauthorized access or acquisition. NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THE AGREEMENT TO THE CONTRARY, entGuruz SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF REMEDIATION THAT ARE DUE TO RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD BY SUBSCRIBER OR ITS EMPLOYEES, AGENTS ORCONTRACTORS.
5. Limited Warranties; Disclaimer of Warranties.
5.1. Service Limited Warranty; Exclusive Remedy. RentGuruz warrants to Subscriber that the performance and functionality of the Service, in all material respects, meet the specifications set forth in the Documentation. RentGuruz does not warrant that the Service will be error-free. Subscriber’s sole and exclusive remedy for RentGuruz’s breach of this limited warranty shall be that RentGuruz shall use commercially reasonable efforts to modify the Service to meet the performance and functionality specifications, in all material respects, described in the Documentation, and if RentGuruz is unable to restore such performance and functionality, Subscriber shall be entitled to terminate this Agreement and shall be entitled to receive a pro-rata refund of the Subscriber Service Fees paid for under this Agreement for Subscriber’s use of the Service for the terminated portion of the Term. RentGuruz shall have no obligation with respect to warranty claim unless notified of such claim within sixty (60) days of the first instance of any material performance and/or functionality issue. Any notice required to be sent pursuant to this Section 5.1 must be sent to following address:
RentGuruz LLC
4 Jamieson Place5.2. Service Level Limited Warranty; Exclusive Remedy. RENTGURUZ warrants to Subscriber that the Service will meet the service level specified in the “Service Level Commitment” listed on Schedule1 attached hereto, which is hereby incorporated by reference. In the event that RentGuruz fails to achieve the applicable service level in any month. Subscriber will be entitled, as Subscriber’s sole and exclusive remedy, to a credit in accordance with the Service Level Commitment. Subscriber agrees that RentGuruz’s system logs and other records shall be used for calculating any service level events.
6. Terms of Signing pre-authorization form:
6.1. By signing a pre-authorization form you, confirm your acceptance of RentGuruz LLC standard Terms & Conditions. Being the authorized cardholder or the Corporation Officer, by signing above, you confirm that you understand and agree to the terms set forth in this agreement, agree to pay above mentioned charges and all future charges in addition to this charge, and specifically authorize to charge your credit card for access to rentguruz portal. You also confirm that once you agree to subscribe, how many times you use, if you use rentguruz is at total discretion of you and other users in your company. Rentguruz will not entertain any refund based on number of attempts were made on the portal. you understand that once you subscribe, weather use or not you will be charged unless cancelled.
6.2. You further agree that this charge is non-refundable and confirm that in the event my credit card becomes invalid, you will provide a new valid credit card upon request, to be charged for the payment of any outstanding balances owed.
6.3. You furthermore confirm that you have received all services and goods to satisfactory conditions. You also conform that charges made for actual services performed by RentGuruz are non-refundable.
6.4. You hereby signing this agreement, waive your right to seek any refund whatsoever in future regarding this charge.
7. Refund Policy.
7.1. At RGZ we strive to create quality software that you enjoy using for your business or professional life. You have a number of choices and we appreciate you giving us your business. Thank You. We have created this policy that details what we will do should we fail to meet your expectations.
7.2. Trial Period. At Rentguruz we offer 30 days free trial to all our customer. We give you change to understand what you are buying and paying for before you start paying for it. At any time during your free trial period, you wish to discontinue using our service you are dissatisfied, please contact us. We will do our best to address your issue, provide a work around or give a timeline for a solution that will meet your needs. Please remember that once you sign up for the system, we will not entertain any refund request.
7.3. Annual Subscriptions. RGZ doesn't force you into an annual subscription as a condition to use our services. We prefer to give you the flexibility to choose. In exchange for you signing up for an annual up-front commitment, we offer you a significant discount over the already-low monthly subscription cost.
7.4. One Time Setup Fees & Training Fees: RGZ doesn't provide refund for one-time setup feels &/or training & customization service provided while setting up the system.
7.5. Exception to our Refund Policy: Please note that we will not entertain a request for refund (FULL or PRO-RATED) when we have suspended or terminated your access to RGZ Services due to a violation of our General terms of Service.
