FOR YARDI RESIDENT SERVICES CLIENTS
Version: December 11, 2024
THESE OBLIGO PLATFORM TERMS AND CONDITIONS (THE “AGREEMENT”) ARE INCORPORATED INTO THE YARDI RESIDENT SERVICES AND REWARDS TERMS FOR PROPERTY MANAGERS BY REFERENCE AND, BY AGREEING TO YARDI RESIDENT SERVICES AND REWARDS TERMS FOR PROPERTY MANAGERS, YOU ARE ALSO CONSENTING TO THIS AGREEMENT.
Obligo Inc. (“Obligo”) operates a proprietary online platform that provides a suite of services to facilitate move-ins and move-outs, including payments related to such activities, on behalf of landlords, management companies, leasing agents (as applicable), and tenants. Any and all such services provided via this platform shall be referred to herein as the “Obligo Service.”
By agreeing to the Yardi Resident Services and Rewards Terms for Property Managers with Yardi Systems, Inc. (“Yardi”), you, an authorized representative of an entity that manages, operates, and/or leases rental properties (each a “Company”), agree that you have read, understood, and agree to comply with this Agreement. You also acknowledge that you are entering into this Agreement with Obligo and Obligo S.P.V, Inc., a subsidiary of Obligo (“Obligo SPV”). The terms of this Agreement shall take effect when your Yardi customer success manager enables the Obligo integration. By continuing to use the Obligo Service, Company agrees to be bound by the most up-to-date version of the Obligo Platform Terms and Conditions, posted at: https://resources.yardi.com/legal/rentcafe/rewards/obligo.
1. Definitions
The terms set forth on Exhibit A shall have the definitions ascribed thereto.
2. Enabled Rental Properties
2.1. Applicability. This Agreement shall only apply to Company’s Enabled Rental Properties.
2.2. Authority. Company represents that Company 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, management companies, and software providers, with the terms of this Agreement.
2.3. Access. Obligo may deny Company access to the Obligo Service if Company’s historical data regarding security deposit amounts and/or charge activity fails to meet Obligo’s onboarding standards.
3. Billing Authorization Service
3.1. Description. The Billing Authorization Service provides Company with the ability to collect payment on Charges by charging participating Tenants’ Preauthorized Payment Methods. Obligo facilitates fulfillment of Charges by (i) paying a Charge Advance following Company’s submission of a Charge to Obligo in accordance with the terms of Section 4 and (ii) charging Tenant’s Preauthorized Payment Methods.
3.2. Tenant Application. A Tenant that is interested in subscribing to the Billing Authorization Service must first submit an electronic application to Obligo in accordance with terms and procedures established by Obligo. Upon receipt of the application, Obligo will evaluate whether the applicant satisfies Obligo’s requirements. Obligo may accept or reject any applicant in Obligo’s sole and absolute discretion.
3.3. Billing Authorization-to-Cash Transition. Company will accept any offer to replace a Billing Authorization with a cash amount equivalent to the Billing Authorization Value to serve as Tenant’s Security Deposit.
3.4. Billing Authorization Term. The “Billing Authorization Term” is the period commencing when an applicable Tenant, following the execution of a lease agreement with Company, subscribes to the Billing Authorization Service and ending upon the earlier of: (i) transfer of the applicable Billing Authorization Value in cash to Company in accordance with Section 3.3, (ii) the explicit release of the Billing Authorization by Company, or (iii) in the absence of such an explicit release by Company, an implicit release no later than the expiration of the time limit for the return of cash security deposits stated in the relevant statute(s) for the jurisdiction in which the Enabled Rental Property is located.
3.5. Changes. Modifications to the terms of a Billing Authorization, including the amount and Lease Agreement term, may be made with the written agreement of Company and Obligo. A Tenant’s written consent would be required if any such change would increase Tenant’sliability or obligations. Written consent shall include consent via an online form.
3.6. Applicability to Lease Agreement Terms. Company acknowledges that the terms in a Lease Agreement pertaining to Security Deposits shall be construed to apply also to Billing Authorizations such that Tenants shall be permitted to subscribe to the Billing Authorization Service in satisfaction of Tenant’s Security Deposit obligations under the Lease Agreement without need for an amendment to the Lease Agreement. Obligo shall include a similar acknowledgment in the terms to be entered into between Obligo and a Tenant for the Billing Authorization Service.
4. Charges
4.1. Lawful Charges. Company agrees that Obligo acquires ownership of Tenant’s obligation to pay Obligo for any Charges submitted by Company when Tenant signs up for the Billing Authorization Service. Company will only make a Charge against a Billing Authorization if such Charge: (i) would be permissible and (ii) is accompanied by the appropriate description and/or documentation required for deductions against a cash Security Deposit under applicable law and the Lease Agreement.
4.2. Charge Submission. Company may submit a Charge through the Obligo Service. The Charge submission shall include sufficient detail and documentation describing the basis for the Charge so that a reasonable Tenant will be able to understand the reason for the Charge. Charges may only be submitted at the end of the Lease Term or upon the Tenant’s vacancy. Charges may not be submitted after the Billing Authorization Term and may not exceed the applicable Billing Authorization Value.
4.3. Charge Advance. After Company submits a Charge against a Billing Authorization, Obligo will (i) pay a Charge Advance in the full amount of the Charge to Yardi within three (3) business days of Company’s submission of the Charge to Obligo; and (2) charge the Tenant’s Preauthorized Payment Methods or agree to other payment terms. Yardi shall transmit the Charge Advance to Company via the Yardi platform. Company agrees that Obligo’s obligations to Company with respect to payment of any Charge Advances are satisfied once a Charge Advance has been transmitted to Yardi. Obligo shall not be liable for any payments that Yardi fails to transmit to Company.
4.4. 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 Service) to protect against the possibility of Tenant non-payment of Charges, based on the portfolio assessment provided by Company and/or portfolio information provided via the Yardi integration. 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.
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.
4.5. Charge Disputes. If a Tenant disputes a Charge, including after Charge payment has taken place, the responsibility for resolving such a dispute will lie solely with Tenant and Company. Obligo will play no role in assessing the correctness or legality of any Charge, nor will it play a role in assessing the merit of Tenant’s reason for dispute. Obligo may, in its sole discretion, communicate with Company and Tenant regarding a Charge or a dispute, but in doing so would not be assuming any responsibility for the resolution of such dispute, nor liability for the outcome. If a dispute is resolved in favor of a Tenant, then Company shall be responsible for approving a reduction or cancellation of the Charge via Obligo’s Platform, as appropriate, and shall refund the Charge Advance or portion thereof to or for the account of Tenant. Obligo will not be liable for any damages resulting from incorrect or illegal Charges, nor from unmerited disputes by Tenants.
4.6. Charge Indemnification. Company shall and hereby agrees to defend, indemnify and hold harmless Obligo and its officers, directors, employees, and agents against and in respect of any loss, debt, liability, damage, obligation, demand, judgment, or settlement of any nature or kind, liquidated or unliquidated, including without limitation all reasonable costs and expenses incurred (legal, accounting or otherwise) arising out of, resulting from or based upon any Charge made by Company under this Agreement.
4.7. Unusual or Suspicious Charge Volume/Frequency. If at any time Obligo notices that the volume and/or frequency of Charges for an Enabled Rental Property or group of Enabled Rental Properties materially deviates from the information provided in Company’s portfolio assessment, and/or the historical volume and/or frequency of Charges for such Enabled Rental Properties, then Obligo shall have the right to delay payment of Charges by an additional ninety (90) days in order to allow the parties to investigate the circumstances and prevent possible fraud or misuse. Obligo shall resume the normal payment schedule as soon as the Charge volume and/or frequency either returns to the expected volume and/or frequency or the parties have determined the absence of any fraud or misuse.
5. Company and Tenant Information.
5.1. Company hereby agrees to provide Obligo with all information in the form requested by Obligo that is necessary for Company to engage with the Obligo Service. The required information shall include, but is not limited to, (i) the full name and address of the legal entity associated with any Enabled Rental Property or Properties; (ii) the personal details of a representative of such legal entity including the full name, address, email, and phone number; and (iii) entity tax identification information, as necessary. Company represents that all information provided to Obligo will be accurate and complete.
5.2. Company shall provide Obligo with the full name, email address, and phone number of its leasing agents. Obligo may contact any and all leasing agents for training, marketing, or promotional purposes. Additionally, Obligo may share information about Company’s leasing agents and their use of the Obligo Service with Yardi in order to improve Company and Tenant experience and increase the adoption of the Obligo Service.
5.3. Company hereby acknowledges and agrees that Obligo shall have access to Tenant Information for the provision of the Obligo Service, including access provided by Yardi, and that such information is necessary to provide the Obligo Service. Company hereby agrees and represents that such access is not in violation of any applicable data privacy and protection laws and regulations and is not prohibited by any of Company’s contractual commitments between Company and Tenant(s).
5.4. Company shall indemnify Obligo from any penalties, costs, and expenses resulting from the provision of such information that is in breach of the foregoing representations.
6. Cooperation
6.1. Presentation of the Obligo Service. Following Company’s enabling of Obligo, all new Tenants residing at the Enabled Rental Properties will be presented with the opportunity to use the Obligo Service. Obligo shall have the right to send invites to inform new Tenants (as applicable) about the availability of the Obligo Service.
6.2. Marketing. Company will inform new and existing Tenants about the availability of the Obligo Service, including by incorporating language about the Obligo Service into the marketing, sales and/or tenant application templates of the respective leasing and management teams.
6.3. Onboarding. In order to facilitate a smooth onboarding of Company into the Obligo Service, Obligo shall schedule meetings between Obligo team members and relevant Company personnel to provide training and educational support regarding the Obligo Service.
6.4. 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.
7. Agreement Term and Termination
7.1. Agreement Term. The Term of this Agreement will begin on the Effective Date and will terminate (1) following a Termination Initiation (as provided for in Section 7.2 hereof) upon the termination of the Billing Authorization Service (if applicable) or (2) at any time upon thirty (30) days prior written notice if there are no then-outstanding Billing Authorizations.
7.2. Termination of Billing Authorization Service. Either party may initiate a termination of the Services for all or a portion of the Enabled Rental Properties (a “Termination Initiation”) upon written notice at any time in accordance with the following terms except as otherwise agreed in writing by Company and Obligo. Any notice of termination shall also be provided to Yardi. Upon notice of Termination, the Obligo Services will no longer be offered to Tenants in the Enabled Rental Properties. To the extent applicable, the Active Billing Authorizations of existing Tenants will be allowed to expire at the natural end of the existing Tenant’s lease term. Tenants that want to renew their Billing Authorization will not be able to do so, without the consent of both Obligo and Company, on a case-by-case basis. Obligo will honor its existing obligations under any active Billing Authorizations to Company.
Company’s right to access the Letter(s) of Credit to which Company is a beneficiary shall be limited to recovery of the amount of Charges submitted by Company to Obligo minus any Charges or Charge Advances already paid to Yardi and/or 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.
7.3. Survival. Company’s termination of its relationship with Yardi shall not automatically terminate Obligo’s provision of the Services or the terms of this Agreement.
8. Confidentiality. A party disclosing information is referred to herein as a “Disclosing Party” and a party receiving information is referred to as a “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 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, are collectively referred to as “Confidential Information.” 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 feasibly possible.
9. Warranties
9.1. 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.
9.2. By Obligo. Obligo represents and warrants to Company that: (i) It will operate the Obligo Service 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 Service; and (iii) The Obligo Service will be subject to industry standard procedures for virus and harmful code identification and removal.
9.3. By Company. Company represents and warrants to Obligo that: (i) To Company’s knowledge, all Tenant Information is accurate and complete; (ii) The transfer of Tenant Information to Obligo, either directly or through the integration with Yardi, does not violate any law or regulation relating to data security or privacy, including, without limitation, the Fair Credit Reporting Act (FCRA), or violate any contractual obligations of Company, including the Lease Agreement; (iii) 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 cash Security Deposits,; and (iv) Company will not charge Tenants any fees for use of or access to the Obligo Service, as well as not bundle any service provided by the Obligo Service 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).
9.4. DISCLAIMER. OTHER THAN THOSE WARRANTIES SET FORTH IN SECTIONS 9.1 AND 9.2 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 SERVICE AND OTHER ACTIVITIES PERFORMED UNDER THIS AGREEMENT. OBLIGO DOES NOT WARRANT THAT THE OBLIGO SERVICE WILL OPERATE WITHOUT ERROR OR WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED.
10. 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 SERVICE 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, 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 4.
11. Intellectual Property & Privacy
11.1. Ownership. Obligo owns and shall retain all rights in the Obligo Service, including all intellectual property rights therein, and no rights are granted to Company in or for use of the Obligo Service except as explicitly granted in this Agreement. Company (or the landlord, if applicable) owns and shall retain all rights to 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 Tenant Information as necessary to provide the Obligo Service.
11.2. Privacy Policy. Company hereby acknowledges and agrees that its use of the Obligo Service is subject to the terms and conditions of Obligo’s Privacy Policy, located at https://myobligo.com/media/ObligoPrivacyPolicy.pdf.
11.3. Data Use. 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 you promotional materials regarding Obligo’s services.
12. Miscellaneous
12.1. 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.
12.2. Modifications & Construction. Any amendment to this Agreement must be in writing and signed by both parties. The headings in this Agreement are not part of this Agreement but are solely for the convenience of the parties. As used herein, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”
12.3. Non-Waiver. A party’s failure or delay in enforcing any provision of this Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of this Agreement. 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.
12.4. Survival & Severability. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. In the event any term of this Agreement is held unenforceable, the remaining portion of this Agreement will remain in full force and effect.
12.5. 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, significant failure of the 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.
12.6. Relationship Between the Parties. The parties are independent contractors and not partners or parties to a joint venture. 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 to any agreement. This Agreement is non-exclusive. Obligo may provide the Obligo Services to any person, including a competitor of Company.
12.7. Assignment of Agreement; Subcontracting. 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. Obligo may subcontract certain portions of the Obligo Services to its third-party service providers.
12.8. Entire Agreement. This Agreement is the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces any other agreement, understanding or communication, written or oral regarding such subject matter.
EXHIBIT A – DEFINITIONS
“Billing Authorization” means a commitment by a Tenant to pay Charges to Company via the Obligo Service in an aggregate amount not to exceed the Billing Authorization Value backed by Tenant’s preauthorization for Obligo to charge Tenant’s Preauthorized Payment Methods for the collection of Charges.
“Billing Authorization Service” means that aspect of the Obligo Service that permits Company to collect Charges from Billing Authorizations.
“Billing Authorization Value” means with respect to each Billing Authorization, the aggregate amount of money available for payment of Charges against such Billing Authorization, which amount is reduced by each Charge paid with respect to such Billing Authorization.
“Charge”meansan amount of money Company determines is owed by Tenant and requests Obligo to charge, receive, facilitate, and/or collect from a Billing Authorization.
“Charge Advance” means an advance payment of the full Charge amount to Company upon receipt of the Charge by Obligo.
“Company Information” means data and information that Company permits Obligo to access, which may include Company’s name, address, type, website, and number of units, as well as Company representative and leasing agent information, including first and last name, address, email address, and telephone number, and updates about changes to this information, to be used by Obligo for the provision of the Obligo Service, all subject to applicable law.
“Enabled Rental Properties” means Company’s Rental Properties enabled for the use of the Obligo Service.
“Lease Agreement” means the agreement entered into between Company or a landlord, as applicable, and a Tenant for the rental by Tenant of a rental 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 the Company.
“Obligo Service” means Obligo’s proprietary online platform that manages both Security Deposits and Billing Authorizations on behalf of landlords, management companies, leasing agents (as applicable) and tenants.
“Preauthorized Payment Method” means a Tenant’s credit card, debit card, and/or bank account and provided by Tenant, in each case, for the purpose of paying Charges up to the Billing Authorization Value.
“Rental Property” means a residential property for which Company rents out and/or manages the rentals of residential units.
“Security Deposit” means a cash payment defined in a Lease Agreement to be made by Tenant to Company, designated for Company’s use in collecting payment on amounts owed by Tenant pursuant to such Lease Agreement.
“Tenant” means a person or persons or an entity that rents a rental unit from Company pursuant to a Lease Agreement.
“Tenant Information” means data and information about Tenants, which may include Tenant’s name, phone number, email address, rental unit, rental amount, required security amount, Lease Agreement terms, move-in and move-out dates, and other relevant information, including updates about changes to this information.