Terms & Conditions for landlord
Dwel.co. Inc. (“Dwel.co”) is a Delaware Corporation operating an online site referred to herein as the Dwel.co Exchange. By registering to allow collection of rent payments through the Dwel.co Exchange and any related websites and applications owned or operated by or on behalf of Dwel.co (collectively, the “Online Exchange”), you (the “Landlord”) agree to be bound by these Terms and Conditions and any further Terms and Conditions referenced herein (collectively, the “Agreement”), and this Agreement is by and between the Parties Dwel.co.co, Inc. (hereinafter “Dwel.co”) and the Landlord. This Agreement is effective (“Effective Date”) as of latest of the date the Landlord registers or the Agreement is updated and posted on one or more of the websites of the Online Exchange. Landlord acknowledges that it has one or more rental properties (“Rental Property” or “Rental Properties”) that are under lease with one or more Tenants (the “Tenant” or “Tenants”).
Websites: Dwel.co will provide Landlord with access to and privileges on the Online Exchange as a medium for Tenants to pay rent to Landlord for Rental Properties that are specified by Landlord and accepted by Dwel.co (“Designated Property” or “Designated Properties”)
Rent: Dwel.co will accept and process payments of rent due from Tenants, acting as an agent of Landlord for the limited purpose of collecting such rent. Within fifteen (15) days thereafter, Dwel.co will remit such collected amounts, less any amounts owed to Dwel.co by Landlord, by electronic funds transfer to the bank account identified by Landlord and accepted by Dwel.co. If any Tenant fails to pay rent when due, Dwel.co will have no responsibility to contact that Tenant or to take any further steps to collect overdue rent.
Registration: Landlord will accurately provide the information requested on the Online Exchange, and agrees to update such information in a timely manner. Landlord agrees to secure the password used to access the Online Exchange and the associated websites, and to treat it as a valuable and confidential trade secret. Landlord acknowledges and agrees to be strictly liable for all uses or actions occurring through any account registered to Landlord in the Dwel.co Exchange.
Rental Properties: The Landlord’s use of the Online Exchange is strictly limited to accommodating collection of rent for real property located in the United States and occupied by a Tenant. The Landlord shall use all reasonable efforts to ensure that no Tenant is conducting any illegal activities on any Designated Property.
Permits and Licenses: Landlord will, at its own expense, obtain all permits and licenses required to rent any Designated Property for which rent is being collected hereunder, and will pay and discharge all applicable taxes, fees, and assessments which may be due for renting such property. Landlord is solely responsible for determining the legal requirements for renting property and to hold Dwel.co harmless for any failure by Landlord to comply with such legal Requirements.
Premises: Landlord is responsible for all aspects of maintaining each Designated Property rented to a Tenant, and Dwel.co will not be involved in any disputes regarding the habitability, equipment, utilities, or other amenities associated with any Rental Property.
Tenant Complaints: Landlord will resolve all Tenant issues arising from, or in connection with, each Designated Property. Dwel.co will direct Tenants who contact it with issues related to any of the Designated Properties to contact Landlord via the contact information Landlord has provided in the Online Exchange. If Landlord fails to respond to Tenant issues, or requests from Dwel.co related thereto,Dwel.co shall be entitled to take actions necessary to ensure compliance, including suspending Landlord's access to the Online Exchange. In the event that Dwel.co has a reasonable basis to believe that a transaction conducted on the Online Exchange represents fraudulent activity, Dwel.co may, in its discretion, prohibit the transaction. Dwel.co will not be liable to Landlord for any such action that results in or prevents a Tenant from paying rent for a Designated Property.
Chargebacks: If Dwel.co notifies Landlord of a Tenant chargeback(s) that is not the fault of Dwel.co or is related to issues of habitability, constructive eviction, or other disputes related to Landlord's action or inaction or related to conditions of the Designated Property, Landlord must reimburse Dwel.co for the Tenant chargeback(s) in accordance with the settlement and payment terms herein. Landlord shall present Dwel.co with all information requested in the chargeback notification within five (5) business days of receiving notice.
FEES AND COMMISSIONS.
Monthly Subscription Fee: Within fourteen (14) days of the date that Landlord first registered and for every anniversary thereof, Dwel.co will charge Landlord's credit card or accept via Electronic Funds Transfer the amount of the current Monthly Subscription Fee, as specified in the Online Exchange, as posted and as updated from time to time. Any revised Monthly Subscription Fee will be effective as of the date of posting. Landlord agrees that failure to pay its Monthly Subscription Fee may result in a refusal to accept payments from Landlord’s Tenants, and removal of and/or suspension of access to the Online Exchange.
Commissions: Landlord will pay commissions to Dwel.co according to the Commission Rate Schedule posted on the Online Exchange, which is subject to revision. Any revised Commission rates are effective as of the date of posting. Dwel.col shall accept payments
DWOLLA TRANSFER SERVICE
Grant of License by Dwel.co: Dwel.co hereby grants to Landlord a non-exclusive, revocable, non-transferable license to promote and offer to Tenants rentalpayment options on or through the Online Exchange, subject to the terms of thisAgreement.
Intellectual Property Rights: All right, title and interest in and to the Online Exchange, and all data collected or stored therein, and all intellectual property rights associated with any of the foregoing, will at all times remain the exclusive property of Dwel.co. Nothing contained herein will be construed as conferring on Landlord any license to Dwel.co's intellectual property rights. Intellectual property shall be all intellectual property rights which now or hereafter exist, whether conferred by operation of law, contract, or license, including copyrights, marks, designs, trade dress, trade secret rights, inventions, and technology (whether patentable or not), confidential information, software, databases, algorithms, and other industrial property rights.
Ownership of Content: Dwel.co and Landlord each agree and acknowledge that, as between Dwel.co and Landlord, Landlord owns all content uploaded to the Online Exchange by Landlord, subject to a license to Dwel.col to use the uploaded content for the purpose of promoting the Online Exchange.
TERM AND TERMINATION.
Term: The term of this Agreement will commence on the Effective Date, and will continue in effect until such time as revised by Dwel.co, or terminated by either Party in accordance with the notice and termination requirements set forth below.
Termination: Landlord may terminate this Agreement at any time upon five (5) business days' notice to Dwel.co. Dwel.co may terminate this Agreement at any time upon notice to Landlord.
Survival: Any termination of this Agreement will be without prejudice to the rights of either Party against the other in respect of any pre-existing claim, right of payment, and including breach of any of the provisions of this Agreement. Any obligations of the Parties relating to confidentiality, limitations on liability, and indemnification, including any other obligation that by its nature is intended tosurvive, will survive termination of this Agreement.
REPRESENTATIONS AND WARRANTIES.
Mutual: Each Party represents and warrants that: it has the authority to enter into the Agreement and to perform the acts required of it; and the execution of this Agreement by each Party, and the performance by such Party of its obligations and duties, does not and will not violate any other agreement to which such Party is otherwise bound.
Landlord: Landlord further represents and warrants that:
- The Landlord’s identity, all Tenant information and Content provided toDwel.co by Landlord is accurate, complete, current, and is not misleading ordeceptive in any manner.
- The publication, reproduction, display, distribution or transmission of content uploaded by Landlord to the Online Exchange will not (a) infringe, misuse, misappropriate, or otherwise violate any intellectual property rights of third parties, (b) contain defamatory or discriminatory content, (c) constitute an invasion of a party's rights of privacy or publicity; and/or (d) reflect unfavorably on Dwel.co, the Online Exchange and/or other Landlords on the Online Exchange;
- Landlord will at all times fully comply with applicable law, including all requirements of federal, state, or other applicable jurisdictions, and with regulations, ordinances, and orders and rules of the United States, its territories, and all other jurisdictions in which the Designated Property is located.
- All information or data uploaded or transmitted by or on behalf of Landlord to the Online Exchange, associated websites, or any other Dwel.co website, application, or system, is free from any virus, defect, or other feature capable of damaging or degrading the performance of the Online Exchange, any other Dwel.co websites, applications, or systems. Landlord will not use the Online Exchange in a manner to improperly affect the rights of third parties, gain unauthorized access to any computer network or system, improperly discover passwords or encryption codes, collect any information about other Landlords or Tenants of other Landlords (including usernames and/or email addresses); or to reformat or frame any portion of the Online Exchange.
DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Dwel.co MAKES NO WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED WITH REGARD TO THE ONLINE EXCHANGE, ANY SERVICES, AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH ANY LINKS THEREON, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE WEBSITES OF THE ONLINE EXCHANGE ARE PROVIDED BY Dwel.co ON AN "AS IS" AND LANDLORD'S USE OF THE WEBSITE IS SOLELY AT LANDLORD'S OWN RISK. Dwel.co DOES NOT WARRANT THAT LANDLORD'S USE OF THESE WEBSITES WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, NOR DOES Dwel.co MAKE ANY WARRANTY OR GUARANTEE WITH REGARD TO THE TRANSFER OF FUNDS BETWEEN TENANTS AND LANDLORD, OR ANY SERVICES PROVIDED BY Dwel.co TO LANDLORD IN CONNECTION THEREWITH. THE FUNCTIONALITY PROVIDED BY THE ONLINE EXCHANGE OR Dwel.co IS NOT AN ARCHIVE; LANDLORD IS SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT ARCHIVAL AND BACKUP COPIES OF ALL INFORMATION, INCLUDING PAYMENTS FROM TENANTSTO LANDLORD.
LIMITATION OF LIABILITY.
IN NO EVENT WILL Dwel.co BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS), EVEN IF IT HAS BEEN NOTIFIED OF THEPOSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Dwel.co'S LIABILITY UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY) BE GREATER THAN THE LESSER OF (I) $100 US DOLLARS OR (II) THE TOTAL FEES PAID BY LANDLORD TO Dwel.co IN THE THIRTY (30) DAYS PRIOR TO THE DATE ON WHICH ANY SUCH CLAIM AROSE.
The Landlord shall indemnify and hold Dwel.co harmless against all claims and demands which may be made against Dwel.co arising out of the use of the Online Exchange. Additionally, the Landlord shall take out and, for the duration of this Agreement, maintain fully comprehensive insurance policies against all claims made against the Landlord or Dwel.co in relation to use of the Designated Properties covered hereunder. The premiums payable in relation to such insurance policies shall be paid by the Landlord who shall, upon request, produce to Dwel.co copies of the terms of the insurance policy and evidence of payment of all premiums. The obligations of Landlord to defend, indemnify, and hold harmless Dwel.co under this Agreement are independent of each other and any other obligation of the Parties herein.
Definition: Confidential Information shall mean all non-public information, in any format, whether of a technical, business or other nature, including, without limitation, any documents from Dwel.co, any trade secrets, processes, drawings, models, samples, software, source code, budgets, pricing, or product descriptions, that has been identified as being proprietary and/or confidential or that by the surrounding circumstances ought to be treated as confidential.
Protection: Upon receipt or acquisition of Confidential Information, Landlord shall take all reasonable measures to avoid disclosure or unauthorized use of the Confidential Information, and shall
- Hold all Confidential Information in strict confidence, and shall not use or disclose such information, or help another to do so, except for the limited purpose of advancing the mutually beneficial objectives of the Agreement;
- Limit disclosure of the Confidential Information to its employees and agents only on a “need to know’ basis to further the parties’ mutual interests and inform all such persons of the obligations assumed under this Agreement; and
- Immediately return to Dwel.co all Confidential Information obtained and all its copies and excerpts within three (3) days of a request from Dwel.co.
Exceptions: The provisions of section B, above, will not apply to any information
- can be shown by documentation to have been either in the rightful possession of Landlord prior to receipt from Dwel.co or to have been developed independently without having the knowledge of the Confidential Information at any time;
- must be disclosed on account of any applicable government or judicial law rule, regulation, directive, or order, provided Landlord uses its reasonable best efforts to give Dwel.co prompt written notice sufficient to allow the disclosure to be contested;
- Dwel.co has expressly agreed, in writing, can be free of the obligation to treat as confidential,
- becomes known to Landlord from a third party who has the right to disclose such information, or
- becomes publicly available through no fault of Landlord.
Security Standards: Landlord acknowledges that to the extent it receives any Tenant credit card data in connection with the Agreement, Landlord is responsible for the security of the credit card data it receives and will comply with current Payment Card Industry Data Security Standards (as updated by the PCI from time to time). In the event of a data breach of a Tenant’s credit card information involving Landlord or Landlord's electronic systems, Landlord will immediately notify Dwel.co.
OTHER TERMS & CONDITIONS.
Force Majeure: Neither Party will be liable to the other for any failure to perform its obligations under this Agreement to the extent such failure is due to war, riots, embargoes, strikes or other concerted acts of workers, casualties, accidents or other causes to the extent that such failure and the consequences thereof are reasonably beyond the control and without the fault or negligence of the Party claiming excuse.
Enforceability: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any provision contained in this Agreement is found to be unenforceable by reason of the extent, duration or scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, scope or other provision so that in its reduced form any such restriction shall thereafter be enforceable to the maximum extent permitted by law. The waiver by any Party of a breach of any provision of this Agreement by the other Party, will not be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement, nor will any delay or omission by either Party to exercise or enforce any right or remedy hereunder operate as a waiver of any right or remedy.
- Unless otherwise noted in the Agreement, Dwel.co will provide notices to Landlord at the address, email address, or fax number previously provided and updated by Landlord to Dwel.co.
- Landlord shall send all notices to Dwel.co through the Online Exchange.
Construction: This Agreement, and policies communicated through the Online Exchange govern Landlord's use of the Online Exchange. Dwel.co may modify the terms & conditions of this Agreement, or its policies at any time by posting changes on the Online Exchange. Continued use of the Online Exchange by the Landlord after such posting will be considered Landlord's acceptance of the revisons made by Dwel.co. Landlord shall be required to monitor the terms & conditions of this Agreement for changes. All notices provided by Dwel.co through the Online Exchange, or any communications by email or otherwise between the Parties will satisfy any legal requirement that such communications be in writing.
Governing Law: This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New Jersey without regard to its conflict of laws rules. The Landlord submits and consents to the exclusive jurisdiction of the state and federal courts of the State of New Jersey, with respect to any legal action between the parties hereto relating to this Agreement.
Relationship of Parties: This Agreement does not create a joint venture, partnership, or other formal business relationship of any kind.