MASTER SERVICE AGREEMENT
This Master Services Agreement (this “Agreement”) is entered into by and between RentalHub, LLC of address 1821 Patlin cir s. Largo, FL 33770 (herein ‘‘Company’’) and [NAME OF CLIENT] of address [ADDRESS] (herein ‘‘Client/ Customer’’). The Company and the Client are sometimes referred to jointly as the “parties” or singularly as a “party.”
WHEREAS, Client desires to obtain access to the Services provided by the Company with respect to a software product that helps companies connect their data APIs and the Company wishes to provide the Services to Client on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
- Purpose. This Agreement sets forth the terms and conditions under which the Company agrees to provide;
- certain hosted “software as a service” (“Subscription Services”) for certain software applications (each such application together with any applicable documentation thereto, and programming and user interfaces therefor, a “Platform”) to Authorized Users and;
- If applicable, all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management related to Client’s access to, and use of, such Subscription Services and each Platform, as further set forth on each statement of services (“Statement of Work”) issued hereunder. (Order Forms and Statements of Professional Services are sometimes referred to jointly as a “Statement of Services”).
- The Services; Access and Use License. Subject to the terms and conditions of this Agreement, during the Term, the Company shall use commercially reasonable efforts to provide Client and Authorized Users access to the Platform. Subject to the terms and conditions of this Agreement, during the Term, RentalHub hereby grants Client and Authorized Users a non-exclusive, non-sub licensable, nontransferable, worldwide license to access and use each Platform, solely for internal business purposes as set forth herein.
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
- The Company’s Software is licensed and not sold to the Client. Licensor or its third party licensors and suppliers shall at all times retain all right, title, and interest in the Software, Documentation, and Updates, including but not limited to any copies that Client is permitted to make herein (“Licensor Materials”). All applicable common law and statutory rights in the Licensor Materials, including, but not limited to, rights in confidential and trade secret material, source code, object code, Intellectual Property rights, trademarks, service marks, patents, and copyrights, shall be and will remain the property of Licensor. Client shall have no right, title, or interest in such proprietary rights except as provided in this Agreement. The Client recognizes Licensor’s rights in the Licensor Materials and in the Intellectual Property rights therein and will not at any time knowingly bring such title or validity into issue or in any way impair the title of Licensor to any of such rights. By virtue of this Agreement, client acquires only the non–exclusive right to use the Licensor Materials and do not acquire any rights of ownership to the Licensor Materials. Except for the license rights expressly granted herein, this Agreement grants no additional express or implied license, right or interest in the Licensor Materials or other Intellectual Property rights of Licensor or its Affiliates. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Client is responsible for any copyright infringement that is caused by them or any of their contractors/employees. Licensee agrees that Licensor’s third party licensors and suppliers are intended third party beneficiaries of all terms and conditions of this Agreement intended to protect intellectual property rights in the Software.
- Any form of copying/duplicating/replicating of the software is in breach of the terms of this agreement and will not only lead to immediate termination but also a legal suit may follow. This particular provision shall survive the termination of this agreement.
- FEES & PAYMENT
- Fees. Client will pay the Company the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”), including, for the avoidance of doubt, any fees incurred through Client’s use of a Platform exceeding a services capacity parameter specified on an Order Form.
- Renewal Fees. Upon the commencement of each Renewal Term,
Customer shall be liable to the Company for payment of a Renewal Fee. Customer hereby consents to RentalHub charging any such Renewal Fee to the credit card, or other payment method, associated with Client’s account without need to provide any further notice or receive any further consent. TERM AND TERMINATION
- Term. This Agreement shall be operative from the date of execution of this Agreement and shall run until the completion of the Services or until the Agreement is terminated according to this Agreement.
- This contract is a yearly service contract which is subscription based.
- Termination. Either Party to this Agreement may terminate this Agreement upon a written notice of termination to the other Party. Unless otherwise mutually agreed to in writing, upon the termination of this Agreement, any arrangement for Services then in effect will immediately terminate.
- Either party may terminate this agreement at any time if the other party breaches this agreement and does not cure such breach within a specified period as agreed by the parties in addition to any right or remedy that may be available under this agreement or applicable law.
- WARRANTY AND DISCLAIMER
- Warranties. RentalHub represents and warrants that it will perform the Professional Services in a professional and workmanlike manner. Each party represents and warrants that it has the legal power to enter into this Agreement. Additionally, Customer warrants that;
- Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by a Platform and the Services;
- No Customer Data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act.
EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, RENTALHUB DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES RENTALHUB MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, RENTALHUB MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN RENTALHUB AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND RENTALHUB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification by RentalHub: RentalHub will defend Customer against any claim, suit, demand, or action made or brought against Customer by a third party alleging that the Services, or Customer’s use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, and will indemnify and hold harmless Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) finally awarded against Customer in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of any Platform or Service;
- Not supplied by Periscope,
- Made in whole or in part in accordance with Customer specifications,
- That are modified after delivery, or granting of access, by RentalHub,
- Combined with other products, processes or materials where the alleged infringement relates to such combination,
- Where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or
- Where Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, a Platform is held by a court of competent jurisdiction to be or is believed by RentalHub to be infringing, RentalHub may, at its option and expense
- replace or modify such Platform to be non-infringing provided that such modification or replacement contains substantially similar features and functionality,
- obtain for Customer a license to continue using such Platform, or
- If neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for such Platform. This Section states Customer’s sole and exclusive remedies for claims of infringement.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL (I) EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER AND VENDORS HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Florida and subject to the exclusive jurisdiction of the federal and state courts located in Florida.
Except as otherwise specifically agreed in writing by the parties, any dispute relating to any rights and/ or obligations arising from this Agreement which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction.
All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile). All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section.
- FORCE MAJEURE
RentalHub is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized User.
Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. RentalHub may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third party technology provider that provides features or functionality in connection with a Platform shall not be deemed a sublicense under this Agreement.
- GENERAL PROVISIONS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, together with Statement of Services entered into hereunder and all exhibits, annexes and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever.
“We,” “Us”, “Our”, means RENTALHUB, Our subsidiaries and affiliates, and any of our respective agents and third-party service providers (“service providers”)
“You” means the individual accessing or using the Service, or the Company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
- visitors to our platform (“Guests”); and
- Registered users of the Platform.
- A registered user of the Platform may provide their personal information to us to obtain our services from Our Site.
- COLLECION OF INFORMATION
- We collect your personal information to maximize high-quality service delivery to you, provide you with any additional or special information about our services, and protect your account and personal information.
- We may collect the following kinds of information when you, your colleagues, or other users access the Service:
- your contact information, such as full name and email address;
- The Content, communications, and other information you provide when you use Our Service, including when you sign up for an account. This can include information in or about the Content you provide;
- user communications, feedback, suggestions, and ideas sent to you;
- credit information;
- billing information; and
- Information that you provide when you engage platform support regarding the Service.
You represent and warrant that you have sought the consent of any individual whose information you provide to us.
- We may collect personal information about you from the information you provide to us when you fill out an Application or other forms on our site. We may also receive personal information about you from third-party services such as financial institutions and credit bureaus. Lastly, we may also collect personal information from individuals whose identity you share with us.
- You permit us to collect your personal information at any time, before, during, and after engaging in a business relationship with us.
- Our servers also collect information from you, such as your domain name, websites you visit, and Internet Protocol address. This information is not personally identifiable. However, when you respond to questions or communicate with us, your personal information may be collected.
- USE OF INFORMATION
- Where it is in our legitimate interest to do so, We may use your personal information to:
- To effectively manage Your Account: to manage Your registration as a user of the Our services;
- To provide you with details about our products and services by email, text, phone and through other communication methods;
- carry out financial and identity checks, fraud prevention checks, regulatory checks, and credit checks;
- to carry out product development, statistical analysis, and market research;
- to develop and improve our services and products;
- to update our records;
- to carry out checks required by applicable regulation or regulatory guidance;
- to improve Our relationship with you by making the Website available to you in a User-friendly way, and to identify the products and services which you may be interested in;
- for customer service, including answering questions and responding to feedback and complaints;
- for any other specific purposes in relation to your activities via the Platform;
- Where you have given us consent, we shall provide you with information about any new products, services, events, promotions, and other information which we think will be of interest to you. You can withdraw your consent at any time, but without affecting the lawfulness of processing based on consent before its withdrawal. You can update your details or change your privacy preferences by contacting us via the details given in the “Contacting Us” section above.
- We may use your credit-card information to ascertain your eligibility for our services and conduct a necessary risk assessment. We may collect this information at any time before, during, and after our business relationship.
- We use your email address to make communicate with you. Upon your consent, we may direct electronic email communication to you about our services or market new services. We may also ask to seek your feedback on the services we offer. You have an option to opt-out of such electronic communication. Lastly, we may track your email activity to check the effectiveness of the communication.
- SHARING PERSONAL INFORMATION
- We won’t provide your personal information to other companies for their marketing purposes unless you have given us your consent. However, we may aggregate anonymous information based on your personal information and disclose this to advertisers and other third parties.
- We may disclose your personal information to third parties where it is in our legitimate interest to do so, including the following reasons:
- we may share your information with analytics and search engine providers that assist us in the improvement and optimization of our site;
- we may share your personal information with companies and other third parties performing services on our behalf (for example, credit reference agencies, customer relationship management providers, or other service providers) who will only use the information to provide that Service. We may also share your personal information with other members of our corporate group, or a purchaser or potential purchaser of our business;
- we may share alerts and information derived from identity verification checks with third parties for anti-money laundering and fraud prevention;
- we may disclose your personal information on request to the police or any other regulator or government authority to fulfill our regulatory responsibilities, to help prevent or detect fraud or any other type of crime, or for any other reasonable purpose identified by the relevant authority;
- We may share your information in the event of a merger, acquisition, or sale of our assets. We shall communicate with you in the event of such a change.
- LINKS TO OTHER WEBSITES
- We work with Amazon web service
- We have no control over and assume no responsibility for the Content, privacy policies, or practices of any third-party sites or services.
- SECURITY OF YOUR PERSONAL INFORMATION
- The security of Your Personal Data is important to us but remember that no transmission method over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect Your Personal Data, we cannot guarantee its absolute security.
- We restrict access to the information obtained from our websites and web pages to our employees, agents, Affiliates, Partners and contractors. We maintain physical, electronic, and procedural safeguards designed to protect personal information to the extent reasonably possible.
- CONSENT REQUESTS AND PREFERENCES
- You may request us to identify the personal information we have collected and kept in our servers. To make such a request, contact us through our email provided below.
- You may contact us to cancel, withdraw, or restrict the amount and type of information we collect and keep. We may keep on using some of your personal information even after your withdrawal if the information is necessary to run your account or fulfill legal obligations. We may also stop providing services that we would only give if we had the information you have withdrawn.
By email etc.: [provide the email address here and any other Channel for contacting
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