Version: July 26, 2024
1. Introduction. Thank you for engaging RentCafe LLC (“RentCafe”) for REACH by RentCafe (referred to in these terms as “REACH”) services. The latest version of these terms (which RentCafe may amend from time to time with or without notice and, as so amended by RentCafe, are incorporated into these TOU by this reference), together with your signed REACH agreement, (collectively, these “TOU”) are the agreed terms that apply to your (“You,” “Your”) REACH services use.
2. RentCafe’s Know-Your-Client/Customer Identification Program (“KYC” or “CIP”). Basic information about You or Your business is collected during the registration process. This information is gathered and validated by RentCafe’s KYC Team in order to comply with applicable anti-crime and related policies. RentCafe’s compliance with anti-crime and related policies, and Your compliance with the KYC process, are required. If the information You provide for KYC cannot be validated, or if You choose for any reason not to provide the information requested, You may be prohibited from engaging RentCafe for some REACH services.
3. Term. The date of the last party signature on the REACH agreement shall be the “Effective Date” of these TOU. These TOU shall commence on the Effective Date and continue until the last day of the month in which the date that is 1 year after the Effective Date occurs (the “Initial Term”) unless earlier terminated in accord with these TOU. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive 1-calendar month terms (each a “Renewal Term”) unless a party provides written notice of non-renewal prior to expiration of the then-current (Initial or Renewal) Term. The Initial Term and any Renewal Term(s) shall be collectively referred to as the “Term.”
4. Termination Rights & Survival.
a. Your Termination Rights. You may terminate Your REACH services at any time effective on or after expiration of the Initial Term.To terminate Your REACH services, You must contact a RentCafe representative by calling (800) 866-1144 or by sending a written termination notice to:
Attn: Terminations
RENTCAFE LLC
430 S Fairview Avenue
Goleta, CA 93117
b. RentCafe’s Termination Rights.
(i) Generally. Terminations by RentCafe are extraordinarily rare but may arise if, for example, You: materially violate these Terms; violate, or threaten to violate, legal or regulatory obligations; use REACH services for any improper purpose whatsoever; threaten or cause harm to RentCafe or a third party; as required by law; and the like, as determined by RentCafe in its sole discretion. If Your account is terminated under this section, RentCafe will make a reasonable effort to notify You in advance but may take any action as required by law or contract, or that is otherwise reasonably appropriate under the circumstances as determined by RentCafe in its sole discretion.
(ii) Failure to Pay. If, for any reason, any of Your payments are declined, returned, or otherwise cannot be processed, You will be notified by email at the email address on file for Your billing contact. If after You receive such notice You wish to dispute Your account status, You MUST do so in writing within 10 days from RentCafe’s notice date.
IF YOU DO NOT SUBMIT A WRITTEN DISPUTE, IF YOU AND RENTCAFE ARE UNABLE TO MUTUALLY AGREE UPON A DISPUTE RESOLUTION, OR IF YOUR ACCOUNT IS NOT BROUGHT INTO GOOD STANDING WITHIN 45 CALENDAR DAYS FROM RENTCAFE’S NOTICE DATE, YOUR REACH SERVICES WILL TERMINATE.
c. Dispute Address. The address for submitting a written dispute is:
Attn: Legal Department
RENTCAFE LLC
430 S Fairview Avenue
Goleta, CA 93117
d. Survival. Any provision of these TOU which expressly, or by its nature reasonably should, survive termination of these TOU, shall survive termination of these TOU.
5. Pricing & Billing. This information is in Your REACH agreement signed by You and RentCafe.
6. Data Retention; Ownership. You acknowledge that the REACH services make use of multi-tenant database systems, and therefore RentCafe may (but shall not be obligated to) indefinitely retain all data entered into the REACH services. You agree that, as between You and RentCafe, RentCafe is and shall remain the sole and exclusive owner of all right, title and interest in and to the REACH services and the software and technology underlying the REACH services, and to all intellectual property rights in the foregoing. You represent and warrant that You have all necessary rights, title, and interest in and to all materials and/or content that You provide for, or upload to: (i) the REACH services; or (ii) any RentCafe-hosted site; including, without limitation, materials and/or content that Client provides for use on RentCafe portal(s) (collectively, “Your Content”). You acknowledge and agree that RentCafe has no responsibility or duty to review, approve, or pre-screen Your Content that You provide for, or uploads to: (A) the REACH services; and/or (B) any RentCafe-hosted site. You grant RentCafe a worldwide, non-exclusive, royalty-free license and right to use, reproduce, distribute, modify, and display Your Content in connection with REACH services provided for You. You acknowledge and agree that if a third party believes their copyright has been infringed by any of Your Content, RentCafe has implemented policies in accordance with the Digital Millennium Copyright Act, 17 U.S.C. Section 512, and RentCafe reserves the right to remove any material found to be infringing under RentCafe’s aforementioned policies. You agree to indemnify, and hold RentCafe harmless from and against, any third party claims, actions or demands alleging that RentCafe’s use, reproduction, distribution, modification, and/or display of Your Content in connection with REACH services provided for you infringes on a third party’s proprietary information, trademark, copyright, patent rights or intellectual property rights, or misappropriates a third party’s trade secrets.
7. Confidentiality. “Confidential Information” means all RentCafe data and information including, without limitation, patented, copyrighted, and/or trade secret data. You agree not to disclose Confidential Information to any unauthorized third party, except as described below or as expressly permitted by these TOU. Your obligation to protect RentCafe’s Confidential Information does not apply if the information: (a) is by definition not confidential; (b) is no longer confidential (through no fault of Yours); (c) was obtained by You, or already in Your possession, provided it was obtained properly and without violating these TOU or any prior existing obligation to keep it confidential; or (d) was independently developed (without having used, referred to, or relied on Confidential Information) by You.
8. LIMITED WARRANTY; WARRANTY DISCLAIMER; DAMAGE WAIVER; LIABILITY/REMEDY LIMITATIONS.
a. Limited Warranty and Your Remedy for Limited Warranty Breach. RentCafe warrants to You that the REACH services do not infringe upon, or misappropriate, any third-party proprietary information, copyright, patent rights, intellectual property rights, or trade secrets. Any damages for a breach of the foregoing limited warranty by RentCafe are strictly limited by these TOU as follows. IF RENTCAFE BREACHES THE FOREGOING LIMITED WARRANTY, RENTCAFE AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO MODIFY THE REACH SERVICES SO THEY CONFORM TO THE LIMITED WARRANTY. RENTCAFE WILL: (a) NOTIFY YOU IF IT IS NOT COMMERCIALLY PRACTICABLE FOR RENTCAFE TO MAKE SUCH MODIFICATIONS; AND, IF SO, (b) IMMEDIATELY TERMINATE YOUR THE REACH SERVICES WITHOUT ANY PAYMENT PENALTY, WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. IF, UNDER THIS WARRANTY, YOU DO NOT ACCEPT RENTCAFE’S MODIFICATIONS, YOU MUST NOTIFY RENTCAFE IN WRITING WITHIN 30 CALENDAR DAYS OF RENTCAFE’S MODIFICATIONS AND, UPON RECEIPT OF SUCH NOTICE, YOUR REACH SERVICES WILL TERMINATE WITHOUT ANY PAYMENT PENALTY, WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
b. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8(a) (LIMITED WARRANTY), RENTCAFE DISCLAIMS TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH REGARD TO THE REACH SERVICES INCLUDING, WITHOUT LMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE REACH SERVICES WILL MEET YOUR SPECIFIC TECHNICAL, PROPERTY MANAGEMENT, OR ANY OTHER REQUIREMENTS OR EXPECTATIONS.
c. Damage Waiver. NOTWITHSTANDING ANY OTHER TERMS IN THESE TOU, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, RENTCAFE DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ FEES, EXPERTS’ FEES, AND COURT COSTS (EVEN IF RENTCAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR IN CONNECTION WITH THE REACH SERVICES OR THESE TOU.
d. Liability/Remedy Limitations. IN ADDITION TO (AND NOT IN PLACE OF) ALL OTHER LIMITATIONS SET FORTH IN THESE TOU, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT RENTCAFE SHALL HAVE NO LIABILITY WHATSOEVER FOR CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE REACH SERVICES OR THESE TOU, EXCEPT WHERE SUCH CLAIMS OR CAUSES OF ACTION WERE CAUSED SOLELY BY RENTCAFE AND WERE DUE TO RENTCAFE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND IN SUCH AN EVENT RENTCAFE’S MAXIMUM LIABILITY TO YOU, REGARDLESS OF THE AMOUNT OF LOSS YOU MAY CLAIM OR HAVE SUFFERED, SHALL BE LIMITED TO A REFUND OF THE FEES YOU ACTUALLY PAID TO RENTCAFE IN THE 6 MONTHS IMMEDIATELY PRIOR TO THE DATE YOU FIRST NOTIFY RENTCAFE OF YOUR CLAIM OR CAUSE OF ACTION, AND THIS REFUND IS YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TOU.
9. Dispute Resolution. In the event of a dispute arising out of or related to these TOU or the REACH services, you and RentCafe will use commercially reasonable efforts, in good faith, to informally resolve the dispute. These efforts shall be confidential and protected under applicable law as compromise and settlement negotiations. If, after 30 calendar days of good faith negotiations, the parties are unable to reach a mutually satisfactory resolution, either party may pursue its rights and remedies under these TOU and applicable law.
10. Assignment. These TOU cannot be assigned by you for any reason without RentCafe’s prior, express, written consent, which consent RentCafe may withhold for any reason in its sole discretion. Any attempted or purported assignment of these TOU without RentCafe’s prior, express, written consent is void. These TOU are binding on, and inure to the benefit of, both you and RentCafe, and our respective, permitted assigns, successors, and legal representatives.
11. Governing Law/Venue. These TOU are governed and determined by the laws of the United States and the State of California as such laws are applied to agreements entered into, and performed, entirely within the state of California between California residents. Any action or proceeding related to or arising out of these TOU shall be resolved only in a court of competent jurisdiction in the City of Santa Barbara, California (or, if there is no court of competent jurisdiction in the City of Santa Barbara, California, then the court of competent jurisdiction closest to the City of Santa Barbara, California), and you and RentCafe expressly consent to the personal jurisdiction of such courts and waive any right to cause any action or proceeding to be brought or tried elsewhere.
13. General Terms.
a. Waiver. If a party waives any TOU breach by the other party, that waiver shall not be construed as a waiver of any other or subsequent breach.
b. Severability. If a court or other body of competent jurisdiction determines that any TOU provision is unenforceable, the parties acknowledge and agree that all other TOU provisions are unaffected by that determination and shall remain enforceable.
c. Data Use. RentCafe may aggregate, compile, and use any REACH services data to create, offer, improve, develop or enhance the REACH services and/or any other current or future RentCafe products, features or services; provided, however, that RentCafe will not aggregate, compile, and/or use any REACH services data in a form that can be traced back to You, Your customers, or the tenants residing in any property You own or manage.
d. Entire Agreement. These TOU constitute the final, complete, and exclusive agreement between the parties pertaining their subject matter, and replace and supersede all other prior understandings or agreements, if any, and in any form regarding their subject matter. The parties also acknowledge and agree that neither party has been induced to enter into these TOU by, or because of, any representations, warranties, or other assurances that are not set forth in these TOU, as may be amended from time to time.
e. Modification. You acknowledge and agree that these TOU can only be modified by RentCafe. You acknowledge and agree that RentCafe may amend these TOU from time to time with or without notice and, as so amended by RentCafe, such amendments are incorporated into these TOU by this reference.
14. Additional Product Terms.
a. Reach by RentCafe PPC Services:
(1) Client agrees Reach by RentCafe PPC services are applicable to RentCafe websites only. Google Ads are a requirement for the Reach by RentCafe PPC Service. Additional ad platforms are available in addition to Google Ads with a minimum spend and management fee requirement. Client agrees there are no warranties about the effectiveness of the services and their reliability, availability, or the ability to meet the Client’s needs and agrees RentCafe is providing Reach by RentCafe PPC Services “as is.”
(2) Client acknowledges and agrees, upon Client’s failure to timely pay any RentCafe invoice for Reach by RentCafe PPC Services, RentCafe will assess a late payment Fee equal to the lesser of: (i) 1.5% of Client’s balance from the original balance due date until the balance is paid in full; or (ii) the maximum rate allowed by applicable law as applied to Client’s balance from the original balance due date until the balance is paid in full. Client shall additionally be liable for all costs incurred by RentCafe to collect Fees for Reach by RentCafe PPC Services. RentCafe reserves the right to suspend Reach by RentCafe PPC Services resulting from Client’s failure to pay invoices in a timely manner.
b. Reach by RentCafe SEO: Client agrees Reach by RentCafe SEO services are applicable to RentCafe websites only. Client expressly acknowledges and agrees that Reach by RentCafe SEO services are limited only to the provision of search engine optimization services and do not include the provision of other services, including legal compliance services, accessibility consulting services, or custom programming or website design services. Client shall, at all times, be solely responsible for ensuring that the content displayed on Client’s RentCafe websites complies with all applicable laws, rules, and regulations, including but not limited to any laws, rules, or regulations pertaining to fair housing and website accessibility.
c. Reach by RentCafe SEO Foundations: Client agrees Reach by RentCafe SEO Foundations services are applicable to RentCafe websites only. Client expressly acknowledges and agrees that Reach by RentCafe SEO Foundations services are limited only to the provision of search engine optimization services and do not include the provision of other services, including legal compliance services, accessibility consulting.
d. GBP Syndication:
(1) Client agrees to participate in product addition by Google and RentCafe to furnish floorplan and availability information from Client’s RentCafe portfolio to Google for use on Google Business Profile and/or Google search results as determined by Google. Client understands and acknowledges that the data provided for Google Business Profile and subsequently showcased on Google will be at Google’s discretion. At any time, Google or RentCafe may discontinue the collection and/or display of said floorplan and availability information, resulting in a discontinuation of services and billing.
(2) RentCafe has no responsibility or duty to review, approve or pre-screen any data or content posted on Google Business Profile by any third party (including property managers and owners), and RentCafe is not responsible for such data or content. Client understands that all property listings, lease agreements, rental terms, postings, messages, text, voice commands, images, photos, files, video, and other information, materials or documents posted on the Google Business Profile or transmitted through or in connection with the Services by property managers, owners, Users, advertisers, or others (the “Non- RentCafe Content”) are the sole responsibility of the property managers, owners, Users, advertisers, or others from whom such Non- RentCafe Content originated. RENTCAFE DISCLAIMS ANY AND ALL LIABILITY RELATING TO THE USER CONTENT, INCLUDING WITHOUT LIMITATION THE USE OR MISUSE THEREOF BY GOOGLE OR ANY THIRD PARTY. RENTCAFE DOES NOT GUARANTEE, AND CLIENT SHALL NOT HOLD RENTCAFE RESPONSIBLE FOR, THE NON-RENTCAFE CONTENT (INCLUDING THE ACCURACY, TRUTH OR USE OF SUCH NON-RENTCAFE CONTENT), OR THE NATURE, SAFETY, QUALITY, CONDITION, MANAGEMENT OF ANY RENTAL UNITS OR PROPERTIES ON GOOGLE BUSINESS PROFILE OR THE COMPLIANCE WITH ANY LAWS, REGULATIONS OR RULES THAT MAY BE APPLICABLE TO SUCH PROPERTIES. CLIENT AGREES THAT CLIENT BEARS SOLE RESPONSIBILITY FOR EVALUATING, AND IS SOLELY RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH, THE USE OF ANY NON-RENTCAFE CONTENT, AND THAT UNDER NO CIRCUMSTANCES WILL RENTCAFE BE LIABLE FOR ANY NON-RENTCAFE CONTENT OR FOR ANY DAMAGE OR LOSS OF ANY KIND INCURRED AS A RESULT OF THE USE OR MISUSE OF ANY NON-RENTCAFE CONTENT.
e. Reach products have a commitment period of 12 months.