FOR YARDI RENTCAFE LIVING CLIENTS
Version: June 3, 2025
THESE OBLIGO PLATFORM TERMS AND CONDITIONS (THE “AGREEMENT”) ARE INCORPORATED INTO THE YARDI SERVICES AGREEMENT OR TERMS OF USE THAT APPLY TO YOU (THE “YARDI TERMS”) AND, BY AGREEING TO SUCH YARDI TERMS, YOU ARE ALSO CONSENTING TO THIS AGREEMENT.
Obligo Inc. (“Obligo”) provides a suite of services for landlords, property management companies, and tenants to facilitate rental move-ins and move-outs, including the provision of security deposit alternative products via a proprietary online platform, API, and embedded widgets, as applicable (together, the “Obligo Platform”). Any and all such services provided via the Obligo Platform shall be referred to herein as the “Obligo Services.”
By agreeing to the Yardi Terms, you (an individual who or an authorized representative of an entity that manages, operates, and/or leases rental properties (each, “Company”)) acknowledge that you are entering into an agreement with Obligo and Obligo S.P.V, Inc., a subsidiary of Obligo (“Obligo SPV”), and that you have read, understood, and agree to comply with the terms of this Agreement on behalf of Company. If Company does not agree to be bound by this Agreement, please do not access or use the Obligo Services. Company’s Agreement becomes effective immediately upon commencement of Company’s use of the Obligo Services.
1. Changes to this Agreement. Obligo may revise and update this Agreement from time to time at its sole discretion (each such revision, a “Terms Update”). All Terms Updates shall be effective thirty (30) days after they are posted on www.obligo.com or otherwise communicated to Company, including via the Obligo Platform. Company’s continued use of the Obligo Services following the effective date of each Terms Update means that it accepts and agrees to the Terms Update. If Company does not wish to be bound by a Terms Update, Company must, prior to the relevant effective date, cease to offer any of the Obligo Services to new tenants.
2. Definitions. Capitalized terms not otherwise defined have the meaning set forth below.
“Billing Authorization” means a commitment by a Tenant to pay Charges submitted by Company, via the Obligo Platform, in an aggregate amount not to exceed the Billing Authorization Value.
“Billing Authorization Service” means the services provided through the Obligo Platform that permit the collection of Charges from Billing Authorizations.
“Billing Authorization Term” means the period described in Section 4 hereto.
“Billing Authorization Value” means the aggregate amount of money available for payment of Charges against an individual Billing Authorization, as specified in the Obligo record for such Billing Authorization.
“Charge” or “Charges”meansan amount of money Company determines is owed by Tenant and requests Obligo to charge, receive, facilitate, and/or collect through a Billing Authorization.
“Charge Advance” means an advance payment of the full Charge amount to Company following submission of a Charge by Company.
“Lease Agreement” means the agreement entered into between Company or a landlord, as applicable, and a Tenant for the rental of a residential unit.
“Letter of Credit” means a traditional standby letter of credit obtained by Obligo, on behalf of Tenants, from a third-party bank partner, established for the purpose of paying Charges to Company.
“Obligo Billing Authorization Deposit” means an amount paid by Tenant to Obligo to collateralize their Billing Authorization.
“Enabled Rental Properties” means Company’s Rental Properties enabled for the use of the Obligo Services.
“Payment Service Provider” means a third-party payment service provider that Obligo uses to effectuate payments related to the Obligo Services.
“Preauthorized Payment Method(s)” means a Tenant’s credit card, debit card, and/or bank account, preauthorized by Tenant for the purpose of paying Charges up to the Billing Authorization Value.
“Portfolio Assessment” means the provision of historical lease data, including deductions from Security Deposits and other information about a Company’s residential rental portfolio.
“Rental Property” means a residential property that Company owns, leases, or manages for the purpose of renting to Tenants.
“Security Deposit” means a cash payment by Tenant, defined in a Lease Agreement, that is held by Company and designated for Company’s use in the event Company determines Tenant owes some amount of money under the Lease Agreement.
“Service Fee” means the non-refundable fee(s) charged by Obligo for the Billing Authorization Service and/or use of the Obligo Services.
“Tenant” means a person or persons who rent(s) a rental unit from Company pursuant to a Lease Agreement.
“Tenant Information” means data and information that Company provides to Obligo, which may include Tenant’s name, telephone number, email address, rental unit, Security Deposit amount, Lease Agreement terms, date of move-in and move-out, the notice date of and reason for move-out, tenancy status, rent payment status, Tenant financial reports, any owed balance at move-out, and other relevant information, including updates about changes to this information, to be used by Obligo for the provision of the Obligo Services, all subject to applicable law.
3. Enabled Rental Properties
a. Applicability. This Agreement shall only apply to Enabled Rental Properties agreed upon by both parties in the manner described below, and which list of Enabled Rental Properties may be amended from time to time.
b. Property Nomination Procedure. Company shall identify the Rental Properties for which it wishes to utilize the Obligo Services. Obligo shall have the right to accept or reject any identified Rental Property for receipt of its services and may require Company to provide data about its Tenant screening process and/or conduct a Portfolio Assessment. Removal of an Enabled Rental Property from the Obligo Platform shall be effected in accordance with the termination procedure provided in Section 13.
c. Authority. Company represents that it is authorized by the owners of the Enabled Rental Properties, which may or may not include Company itself, to enter into this Agreement and to bind the owners of such Enabled Rental Properties to the terms of this Agreement. Company shall be responsible and liable for the compliance by the owner of the Enabled Rental Properties and other related entities and persons, including but not limited to brokers, leasing agents, property management companies, and software providers, with the terms of this Agreement.
d. Compliance. Company shall provide Obligo with all information requested by Obligo or its Payment Service Providers to enable payments and verify compliance with any applicable regulations and industry procedures, including, without limitation, Know Your Customer/Client procedures relating to banking and anti-money laundering regulations. The required information shall usually include but is not limited to, (i) the full name, address, and tax identification number of the legal entity associated with the Enabled Rental Property, (ii) the personal details of a representative of the entity including their full name, social security number, address, email, and phone number, and (iii) payment account details (such information, the “Company Information”).
4. Billing Authorization Service
a. Description. The Billing Authorization Service provides Company with the ability to collect payment on Charges up to the Billing Authorization Value.
i. Obligo Billing Authorization Deposits. A Tenant may contribute an Obligo Billing Authorization Deposit to (i) qualify for the Billing Authorization Service and/or (ii) reduce the total amount of Service Fees paid to Obligo. Obligo will hold and manage all Obligo Billing Authorization Deposits during the Billing Authorization Term and return Obligo Billing Authorization Deposits to Tenant upon closure of the Billing Authorization. The Obligo Billing Authorization Deposit for any individual Tenant shall not exceed: (1) the statutory limit for the amount of a Security Deposit in the jurisdiction in which a relevant Enabled Rental Property is located or, (2) if no such limit exists, the limit as determined by Obligo before the beginning of a Tenant’s Billing Authorization Term.
ii. Satisfaction of Security Deposit Obligations. Company acknowledges that Tenants shall be permitted to subscribe to the Billing Authorization Service in satisfaction of Tenant’s Security Deposit obligations under the Lease Agreement.
b. Tenant Application. A Tenant who is interested in subscribing to the Billing Authorization Service must first submit an electronic application to Obligo in accordance with Obligo’s terms and procedures. Upon receipt of the application, Obligo will evaluate whether the applicant satisfies its requirements for the Billing Authorization Service. Obligo may accept or reject any applicant and establish the Service Fee and collateralization options available to each applicant at its sole and absolute discretion.
i. Security Deposit-to-Billing Authorization Transition. Company may invite Tenants in good standing with existing Security Deposits to apply for the Billing Authorization Service and replace their Security Deposit with a Billing Authorization. Subject to applicable law, Company will apply the amount of the Tenant’s Security Deposit to Tenant’s next rent payment within fourteen (14) days of Obligo’s notice to Company of Tenant’s approval for the Billing Authorization Service.
c. Renewal. In the event that a Tenant’s Billing Authorization is for a period of time that is less than the term of the lease, including in the case of a lease renewal, Tenant shall be required to renew the Billing Authorization or, alternatively, pay a Security Deposit to Company, such that either a Billing Authorization or a Security Deposit is in place during the entirety of their lease term.
i. Company may initiate a modification to the terms of a Billing Authorization, including the Billing Authorization Value and Billing Authorization Term, via the Obligo Platform. A Tenant’s consent shall be required if any such change would increase Tenant’s liability or obligations with respect to the Billing Authorization Service, which consent may be obtained by the extension of the Lease Agreement and/or electronically via the Obligo Platform.
ii. Obligo reserves the right to reevaluate the Service Fee and/or Obligo Billing Authorization Deposit requirements for Tenants at renewal.
iii. If Tenant fails to pay the applicable Service Fee at any time during the Billing Authorization Term (as defined below), Obligo may require Tenant to secure their Billing Authorization with an Obligo Billing Authorization Deposit equal to the Billing Authorization Value.
d. Billing Authorization Term. The “Billing Authorization Term” is the period commencing when a Tenant subscribes to the Billing Authorization Service and ending upon the (i) closure of the Tenant’s Billing Authorization by Company or Obligo, or (ii) the Tenant effectuating a Billing Authorization to Security Deposit transition pursuant to Section 4(e)(i).
e. Termination of a Billing Authorization.
i. Company will accept any offer by Tenant or Obligo to replace a Billing Authorization with a Security Deposit equal to the Billing Authorization Value. If Company and Tenant agree to terminate the Billing Authorization Service in favor of Tenant paying a Security Deposit, Company shall notify Obligo and promptly close the Billing Authorization upon its receipt of such Security Deposit.
ii. Company shall close all Billing Authorizations by 5:00 PM local time on the last day for Security Deposit returns or charges to a security deposit alternative in the jurisdiction where the Enabled Rental Property is located.[1]
iii. Company shall cooperate with Obligo to maintain accurate Tenant Information in the Obligo Platform, including by ensuring that all Tenants’ lease end dates and/or move-out dates, as applicable, are current at all times. In the absence of Company’s timely closure of a Billing Authorization, as determined by the information available to Obligo regarding Tenant’s account, Obligo may, in its sole discretion, independently close the Billing Authorization without Charges and return any applicable Obligo Billing Authorization Deposit to Tenant.
5. Charges
a. Charge Submission. Company may submit a Charge or Charges through the Obligo Platform, in accordance with the terms of this Section 5.
i. Permissible Charges. Company shall only make a Charge against a Billing Authorization if such Charge: (i) is supported by the appropriate documentation and notifications that would be required under applicable law and the Lease Agreement for deductions to Security Deposits and/or charges to security deposit alternatives, and (ii) includes sufficient detail and/or documentation to enable a reasonable Tenant to understand its basis. Company shall not submit Charges for items that: (i) it could not deduct from a Security Deposit under applicable law, the Lease Agreement, or its own internal policies, or (ii) have already been resolved through a legal proceeding and/or settlement with Tenant, unless such final judgment and/or settlement specifically provides that Tenant remains responsible for such Charges.
ii. Value. The total amount of Charges submitted by Company against a Tenant’s Billing Authorization may not exceed the lesser of: (i) the applicable Billing Authorization Value and (ii) the amount communicated to Tenant in any notice of Charges provided by Company.
iii. Timing. Charges may not be submitted against a Tenant’s Billing Authorization if the Tenant has not signed a lease for residence at the relevant Enabled Rental Property. Charges may only be submitted upon (i) the conclusion of Tenant’s lease term, (ii) Tenant’s vacancy and/or lawful eviction, or (iii) final confirmation that Tenant will not move into the Enabled Rental Property. Charges may not be submitted after the Billing Authorization Term.
iv. Precedence. In any case where Tenant has a credit with Company at the time of vacancy, any amount Tenant is determined to owe following vacancy must first be deducted from such credit before Charges are submitted to Obligo. Company shall not submit Charges that have already been or are in the process of being paid to Company directly by Tenant.
b. Charge Advance. After Company submits a Charge(s), Obligo will pay a Charge Advance in the full amount of the Charge(s) to Company within five (5) business days. Obligo will recoup such Charge Advance by (1) deducting the Charge(s) from any available Obligo Billing Authorization Deposit, (2) charging the Tenant’s Preauthorized Payment Method(s), and/or (3) agreeing to other payment terms with Tenant. Company understands and agrees that Obligo acquires ownership of Tenant’s obligation to pay any such Charge(s) when Tenant signs up for the Billing Authorization Service.
c. Letter of Credit. Obligo shall obtain a Letter of Credit issued by a third-party bank for the benefit of Company (either individually or in aggregate with other parties utilizing the Obligo Platform) to protect against the possibility of Tenant non-payment of Charges, based on the Portfolio Assessment provided by Company prior to the Effective Date of this Agreement. At the beginning of each calendar quarter during the term of any active Billing Authorizations entered into by Tenants pursuant to this Agreement, Obligo shall adjust such Letter(s) of Credit, as needed, such that the Letter(s) of Credit has a value greater than the anticipated non-payment of Charges by Company’s Tenants plus any Obligo Billing Authorization Deposits.
Company hereby assigns to Obligo SPV the right to make draws upon the Letter(s) of Credit following Obligo’s payment of a Charge Advance, up to the amount of such Tenant’s non-payment of Charges.
d. Charge Disputes & Adjustments.
i. Company bears sole responsibility for ensuring the correctness and legality of Charges and compliance with the terms of this Agreement related to Charge submission. If a Tenant disputes a Charge, including after Obligo has paid the related Charge Advance, the responsibility for resolving such a dispute will lie solely with Company. Company acknowledges and agrees that a Tenant shall have the same right(s) to challenge the validity or legality of any Charges as if they were deductions from a Security Deposit.
ii. Obligo may, in its sole discretion, communicate with Company and Tenant regarding a Charge dispute, in which case Company shall promptly respond to Obligo’s requests for information.
iii. If a dispute is resolved in favor of Tenant, or if Company decides to reduce or waive the amount of a Charge for any reason, then Company shall approve a reduction or cancellation of the Charge, as appropriate, via the Obligo Platform, and refund the Charge Advance or portion thereof to Obligo. A reduction or cancellation of Charges will create a temporary negative balance in Company’s ledger with Obligo until such refund is received. Obligo may offset this negative balance against existing or future amounts owed to Company by Obligo until such negative balance is resolved.
iv. To facilitate payment of Charges, Obligo may provide records of Charge Advance payments to Tenant or a third-party collection agency with whom Obligo has contracted for collection of such Charges.
e. Unusual or Impermissible Charges. Obligo reserves the right to delay payment of: (i) any individual Charge by thirty (30) days if it believes the Charge is inaccurate, fraudulent, illegal, or in violation of this Agreement or the regulations applicable to Security Deposit deductions by Company; and/or (ii) all Charges for up to ninety (90) days if the volume and/or frequency of Charges for a Enabled Rental Property or Properties materially deviates from historical patterns or relevant industry benchmarks, including as provided via Company’s Portfolio Assessment, so that the parties can investigate and determine the cause of the deviation. Under such circumstances, Obligo shall resume the payment of Charges once it determines that there is no inaccuracy, fraud, illegality, or violation, and/or the Charge volume and/or frequency returns to the expected volume. Obligo reserves the right to decline to pay any Charge(s) and/or terminate this Agreement if Obligo determines that such Charge(s) are inaccurate, fraudulent, illegal, or in violation of this Agreement or the regulations applicable to Security Deposit deductions by Company.
f. Excessive Service Fee Default. Obligo shall remain obligated to pay Charge Advances on a Tenant’s Billing Authorization even in the event such Tenant has defaulted on payment of renewal Service Fees. Notwithstanding the foregoing, if fifteen percent (15%) or more of Tenants default on payment of Service Fees, Obligo may deduct a Tenant’s unpaid Service Fees from any Charges submitted by Company against such Tenant’s Billing Authorization prior to processing the applicable Charge Advance.
6. Cooperation
a. Onboarding. In order to facilitate Company’s onboarding onto the Obligo Platform, Company shall complete the following actions within thirty (30) days of acceptance of this Agreement: (i) access and update the onboarding hub on the Obligo Platform, (ii) complete a Portfolio Assessment, (iii) participate in an onboarding call and complete account configuration (including the provision of Company Information as set forth in Section 3(d)), and (iv) attend a product training session.
b. Implementation of Marketing Materials. Company shall incorporate new and agreed-upon language into Company’s marketing, sales, and Tenant application materials, which shall prompt prospective tenants to apply for the Billing Authorization Service.
c. Offer to All Tenants. Company shall ensure that the opportunity to apply for the Billing Authorization Service is presented to all new Tenants at the Enabled Rental Properties. Such offer may be embedded into other software services that Company uses for onboarding in satisfaction of this requirement. Company and Obligo will cooperate to inform new and existing Tenants about the availability of the Billing Authorization Service.
d. Reporting. Obligo shall make available to Company via the Obligo Platform (i) tracking of Tenants who are using the Obligo Platform and (ii) accounting and reconciliation of any payments made to Company and/or Tenants.
e. Use of Name. Company grants Obligo the right to use Company’s name, mark, and logo on Obligo’s website and in Obligo’s promotional materials solely to identify Company as a customer of Obligo, and Obligo may issue press releases announcing the relationship established under this Agreement.
f. Property Transfer. In the event that a Enabled Rental Property is to be sold and/or managed by an entity other than Company during an active Billing Authorization Term(s), Company shall provide Obligo with the name and current contact information for such new entity within seven (7) days of such sale or transition in management so that Obligo may facilitate support of such Billing Authorizations.
7. Information & Ownership
a. Tenant Information. Upon request from Obligo, Company shall supply Obligo with Tenant Information as necessary to provide the Obligo Services. Company agrees to transfer Tenant Information in compliance with all applicable data privacy and protection laws and regulations, Company’s policies, and contractual commitments between Company and Tenant. Obligo recommends that Company provide Obligo with access to an online resource, such as a CRM and/or accounting system, so that Obligo is able to receive Tenant Information in an efficient and accurate manner.
b. Privacy Policy. Company hereby acknowledges and agrees that its use of the Obligo Platform is subject to the terms and conditions of Obligo’s Privacy Policy, located at https://obligo.com/media/ObligoPrivacyPolicy.pdf. Obligo may utilize aggregated, non-identifying Company Information and/or Tenant Information to improve Obligo’s website and/or Platform, evaluate and develop new or improved products and services that may be of interest to Company, conduct and publish general research on topics that may be of interest to Company, and/or send Company promotional materials regarding Obligo’s services.
c. Ownership. Obligo owns and shall retain all rights in the Obligo Platform, including all intellectual property rights therein, and no rights are granted to Company in or for use of the Obligo Platform except as explicitly granted in this Agreement. Company (or the landlord, if applicable) owns and shall retain all rights in Company Information and Tenant Information. Company grants, and warrants that it is authorized to grant, Obligo a non-exclusive license during the term of this Agreement to use, reproduce, and modify Company Information and Tenant Information as necessary to provide the Obligo Services.
8. Agent of the Payee
a. Company hereby appoints Obligo as its limited agent for the sole purpose of receiving, collecting, facilitating, and/or processing payments from Tenants for delivery to Company, as payee, only to the extent required to perform the services selected by Company during onboarding or at any point during the Term. Obligo accepts this appointment and agrees to act in accordance with the terms of this Agreement and as otherwise directed by Company with respect to the collection of payments.
b. Company acknowledges and agrees that payments received by Obligo on Company’s behalf as provided for in this Agreement shall be deemed received by Company and shall satisfy a Tenant’s obligations to Company in the amount of the applicable payment received by Obligo, even if Obligo fails to transmit the payment to Company; and Obligo may be required to provide a receipt on Company’s behalf to a Tenant indicating that payment has been made to Company.
9. Confidentiality
a. Restrictions. A party disclosing information is referred to herein as the “Disclosing Party,” and a party receiving information is referred to as the “Receiving Party.” The Receiving Party acknowledges that it and its personnel may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information that is proprietary to or confidential to the Disclosing Party, its affiliated companies, or its clients. Any and all information of any form obtained by the Receiving Party or the Receiving Party’s personnel or agents in the performance of this Agreement that is marked as confidential or should reasonably be considered confidential due to the nature of the information or the circumstances of the disclosure shall be deemed to be the confidential and proprietary information of the Disclosing Party. The Receiving Party agrees to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of, give, or disclose such information to third parties, or to use such information for any purposes whatsoever other than as necessary for the performance of this Agreement, and to advise and cause the Receiving Party’s personnel of their obligations to keep such information confidential. All such confidential and proprietary information described herein, in whatever form, is collectively referred to as “Confidential Information.” Confidential Information includes, without limitation: (i) any and all information received from a party that relates to such party’s nonpublic business strategy, product plans, research, identity of customers or business partners, technical data, and software or hardware designs, specifications, or configurations; (ii) any and all information designated by such party as confidential; and (iii) the terms and conditions of this Agreement. Upon termination of this Agreement or at the Disclosing Party’s request, the Receiving Party will turn over to the Disclosing Party or destroy all documents, papers, and other matters in the Receiving Party’s possession or under the Receiving Party’s control that contain or relate to such Confidential Information. Confidential Information shall not be deemed to include information which (i) is or becomes publicly known (other than as a result of disclosure by a party bound by confidentiality obligations), (ii) is or becomes known to the Receiving Party from a source not in violation of a non-disclosure restriction, (iii) is independently developed by a party without reliance on the Disclosing Party’s Confidential Information, or (iv) is required to be disclosed by operation of law. In the event that Confidential Information is required to be disclosed by operation of law, the party required to do so shall notify the other party as soon as feasible.
b. Equitable Relief. Each party acknowledges that a breach of this Section 9 may give rise to irreparable injury to the other party or the owner of such information and may be inadequately compensable in damages. Accordingly, the injured party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Each party acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of each party and are reasonable in scope and content.
10. Warranties
a. Mutual. Each party represents and warrants to the other party that:
i. It has the full corporate right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
ii. Its execution of this Agreement and performance hereunder do not and will not violate any agreement to which it is a party or by which it is bound or violate any law or regulation to which it is subject; and
iii. When executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms.
b. By Obligo. Obligo represents and warrants to Company that:
i. It will operate the Obligo Platform in compliance with all laws and regulations applicable to Obligo;
ii. It will use personnel of proper skill and training in the performance of the Obligo Platform; and
iii. The Obligo Platform will be subject to industry standard procedures for virus and harmful code identification and removal.
c. By Company. Company represents and warrants to Obligo that:
i. All Company information provided to Obligo will be accurate and complete;
ii. Company is authorized to provide Tenant Information to Obligo and, to Company’s knowledge, all Tenant Information provided is accurate and complete;
iii. The transfer of Tenant Information to Obligo does not violate any law or regulation relating to data security or privacy, or violate any contractual obligations of Company;
iv. Company will only submit Charges for which it is authorized by law and the Lease Agreement, and that would be allowable under applicable law governing Security Deposits; and
v. Company will not charge Tenants any fees for use of or access to the Obligo Platform, as well as not bundle any service provided by the Obligo Platform with any package offered to Tenants for which Company charges Tenants a fee (such as in a “preferred package,” “amenity package,” or other similar featured promotions).
d. DISCLAIMER. OTHER THAN THOSE WARRANTIES SET FORTH IN SECTIONS 10(a) AND 10(b) HEREOF, OBLIGO SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE OBLIGO PLATFORM AND OTHER ACTIVITIES PERFORMED UNDER THIS AGREEMENT. OBLIGO DOES NOT WARRANT THAT THE OBLIGO PLATFORM WILL OPERATE WITHOUT ERROR OR WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED.
11. Indemnification. Company shall and hereby agrees to defend, indemnify, and hold harmless Obligo and its officers, directors, employees, and agents against and with respect to any loss, debt, liability, damage, obligation, demand, judgment, or settlement of any nature or kind, including without limitation all reasonable costs and expenses incurred, arising out of, resulting from, or based upon (i) Company’s provision of Company Information or Tenant Information to Obligo, (ii) any Charge made by Company under this Agreement, or (iii) failure of Company to close or terminate a Billing Authorization as required by Section 4(e).
12. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, OBLIGO SHALL NOT BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY FORM OF INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA OR LOSS OF REVENUE, EVEN IF OBLIGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, OBLIGO’S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE VALUE OF ANY FEES CHARGED BY OBLIGO TO TENANTS OR COMPANY FOR USE AND ACCESS TO THE OBLIGO PLATFORM DURING A PERIOD OF SIX (6) MONTHS FROM THE DATE OF A CAUSE OF ACTION. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT. THE LIMITATIONS OF LIABILITY UNDER THIS SECTION SHALL NOT APPLY TO AMOUNTS OWED BY OBLIGO FOR CHARGES AS SET FORTH IN SECTION 5(b).
13. Agreement Term and Termination
a. Agreement Term. The Term of this Agreement will begin on the Effective Date and will terminate (i) as provided for in Section 13(b) hereof, upon the closure of Company’s last Billing Authorization or (ii) at any time upon thirty (30) days prior written notice if there are no then-outstanding Billing Authorizations.
b. Termination of Billing Authorization Service. Either party may terminate the Billing Authorization Service for all or a portion of the Enabled Rental Properties upon written notice, which shall also be provided to Yardi, at any time in accordance with the following terms:
i. Upon notice of termination, the Billing Authorization Service will no longer be offered to Tenants in the Enabled Rental Properties. To the extent applicable, active Billing Authorizations of existing Tenants will be allowed to expire at the natural end of the existing Tenant’s lease term. Tenants who want to renew their Billing Authorizations will not be able to do so without the consent of both Obligo and Company, on a case-by-case basis.
ii. Company’s right to access the Letter(s) of Credit to which Company is a beneficiary shall be limited to the recovery of the amount of Charges submitted by Company through the Obligo Platform minus any Charges or Charge Advances already paid to Company by Obligo and/or Tenants. Obligo will perform a final accounting of all Charge Advances paid during the term of the Agreement. Company shall be responsible to Obligo for any amount of Charge Advances that exceed the total amounts collected from Tenants plus funds drawn and available to be drawn from the Letter(s) of Credit.
14. Miscellaneous
a. Governing Law, Jurisdiction, Venue. This Agreement shall be governed by the laws of the State of New York. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE THE APPLICABLE STATE OR FEDERAL COURTS IN NEW YORK COUNTY, NEW YORK, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO. Notwithstanding the foregoing, either party may bring an action in any jurisdiction to enforce its intellectual property rights, its rights in Confidential Information, or payment obligations.
b. Non-Waiver, Severability, and Survival. Failure or delay in enforcing any provision of this Agreement shall not waive a party’s rights under that or any other provision. A party’s waiver of any of its rights under this Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous, or future occurrence, whether similar in nature or not. If any term of this Agreement is deemed unenforceable, the remainder of this Agreement will remain in full force and effect. Any provisions of this Agreement that need to survive the termination or expiration of this Agreement in order to fulfill their purpose shall be deemed to survive for as long as necessary to fulfill such purposes.
c. Relationship Between The Parties. The parties are independent contractors and not partners or parties to a joint venture. This Agreement is non-exclusive, and there are no third-party beneficiaries. Subject to the limited appointment of agency in Section 8, neither party is the agent of the other, and neither party may represent to any person that it has the power to bind the other on any agreement. Obligo may subcontract certain portions of the Obligo Platform to its third-party service providers.
d. Assignment. Neither party may assign this Agreement to a third party without the written consent of the other party. Notwithstanding the foregoing, Obligo may assign this Agreement to an affiliate or to a successor in interest upon any merger, acquisition, change of control, reorganization, or sale of all or substantially all of its stock or its assets that are related to this Agreement without the written consent of Company. Company may assign this Agreement, upon written notice to Obligo, to a successor in interest (whether legal or equitable) in an Enabled Rental Property. Any such assignment by Company shall be limited in application to the outstanding Billing Authorizations associated with the Enabled Rental Property and will require that the assignee agree in writing to be bound by the terms of this Agreement. An attempted assignment in contravention of the terms and conditions hereof shall be null and void.
e. Payment Service Providers. Payment services for the Obligo Platform are provided by third-party Payment Service Providers and are subject to the third-party Payment Service Provider terms and conditions that are listed at https://depositfree.obligo.com/third-party-terms-of-service. By agreeing to this Agreement, Company agrees to be bound by the Payment Service Provider terms and conditions applicable to the particular Payment Service Provider used by Obligo for providing the Obligo Platform to Company, as such agreements may be modified by the applicable Payment Service Provider from time to time. Company acknowledges that it is aware of which Payment Service Provider will be used by Obligo to service Company, and Company has had an opportunity to review the applicable Payment Service Provider terms and conditions. As a condition of Obligo enabling payment processing services through the applicable Payment Service Provider, Company agrees to provide Obligo with accurate and complete information about Company and Company’s business, as may be requested by Obligo from time to time, and Company authorizes Obligo to share such information as well as transaction information related to Company’s use of the payment processing services to the applicable Payment Service Provider. Obligo may change or add Payment Service Providers for servicing Company on the Obligo Platform from time to time, upon notice to Company.
f. Force Majeure. Neither party shall be in default of any obligation under this Agreement if the failure to perform the obligation is due to any event beyond that party’s reasonable control, including significant failure of a portion of the power grid or Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
g. Entire Agreement. Unless otherwise updated in accordance with the procedure stated below, this Agreement is the complete and exclusive agreement between the parties and supersedes and replaces all prior agreements, understandings, or communications, written or oral, relating to its subject matter.
[1] If the Enabled Rental Property is located in the state of Kentucky or Tennessee, Company shall close the Billing Authorization within thirty (30) days of the end of the tenancy.