Terms of Use

Terms of Use for RentPayment Agreement



Effective Date: September 8, 2022

PLEASE READ THIS TERMS OF USE FOR RENTPAYMENT AGREEMENT (THE “TERMS OF USE”) CAREFULLY.  THIS AGREEMENT APPLIES TO THE RENTPAYMENT WEBSITE (“WEBSITE”), THE RENTPAYMENT MOBILE APPLICATION (THE “APPLICATION”), AND THE SERVICES AND RESOURCES AVAILABLE ON OR ENABLED VIA THE WEBSITE AND APPLICATION (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) WHICH ARE OWNED AND OPERATED BY MRI SOFTWARE LLC (“MRI,” “WE,” “US,” OR “OUR”).   BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE, DOWNLOADING THE APPLICATION, OR BY ACCESSING OR USING THE SERVICES IN ANY WAY, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MRI, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE PERSON IDENTIFIED DURING THE REGISTRATION PROCESS, AND TO BIND THAT ENTITY TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED DURING THE REGISTRATION PROCESS.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE BE AWARE THAT SECTION 11 (DISPUTE RESOLUTION) OF THESE TERMS OF USE, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. 

PLEASE BE AWARE THAT SECTION 1.4 (MRI COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, AND PUSH NOTIFICATION.

PLEASE NOTE THAT The Agreement IS subject to change by MRI in its sole discretion at any time.  When changes are made, MRI will make a new copy of the Terms of Use available at the Website and within the Application.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 (Registering Your Account) below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms of Use.  Any changes to the Terms of Use will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Registered Users (defined in Section 2.1 (Registering Your Account) below), provided that any material changes shall be effective for Registered Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 (Registering Your Account) below).  MRI may require you to provide consent to the updated Terms of Use in a specified manner before further use of the Website, the Application and/ or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Application and/or the Services.  Otherwise, your continued use of the Website, the Application and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. USE OF THE SERVICES. Subject to the Terms of Use, MRI grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services for your personal use.
    • Application License. Subject to your compliance with the Terms of Use, MRI grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device that you own or control and to run such copy of the Application solely for your own personal use.  Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
    • You understand that the Services are evolving.  As a result, MRI may require you to accept updates to the Services that you have installed on your mobile device.  You acknowledge and agree that MRI may update the Services with or without notifying you.  You may need to update third-party software from time to time in order to use Services.
    • Certain Restrictions. The rights granted to you in the Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website and Application; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of MRI; (c) you shall not use any metatags or other “hidden text” using MRI’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Terms of Use.  MRI, its suppliers and service providers reserve all rights not granted in the Terms of Use.  Any unauthorized use of any Service terminates the licenses granted by MRI pursuant to the Terms of Use.
    • MRI Communications. By entering into this Terms of Use or using the Services, you agree to receive communications from us directly or on behalf of the property, including via e-mail, text message, calls, and push notifications.  You agree that texts may be generated by automatic systems.  Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning MRI and industry developments.  Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.  IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
  2. ACCOUNT AND REGISTRATION.
    • Registering Your Account. In order to access certain features of the Services you will be required to become a Registered User.  For purposes of the Terms of Use, a “Registered User” is a user who has registered an account on the Website (“Account”) or has an account with the provider of the Application for the user’s mobile device.
    • Registration Data. In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.  You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors.  You may not share your Account or password with anyone, and you agree to (y) notify MRI immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or MRI has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, MRI has the right to suspend or terminate your Account and refuse any and all current or future use of Services (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  MRI reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use the Services if you have been previously removed by MRI, or if you have been previously banned from any of the Services.
    • Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of MRI.
    • Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
    • Privacy Policy. You agree to the terms of the MRI privacy policy (https://www.mrisoftware.com/privacy-policy/) as it may be updated by MRI from time to time.

 

    • You agree that MRI and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and MRI software).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
    • MRI’s name and all related graphics, logos, service marks and trade names used on or in connection with any Services or in connection with the Services are the trademarks of MRI and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
    • You agree that submission of any ideas, suggestions, documents, and/or proposals to MRI through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that MRI has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to MRI a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or MRI’s business.
  2. USER CONDUCT. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Terms of Use or by applicable law. You shall not (and shall not permit any third party) take any action that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, deceptive, fraudulent, invasive of another’s privacy, or tortious; (iii) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Terms of Use; or (iv) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.
  3. FEES AND PURCHASE TERMS.
    • The Services allow your landlord, property management company, or other payee (“Property Manager”) who provides you goods or services, such as a property rental, (“Property Manager Services”) to electronically receive payment due from you for such Property Manager Services (e.g., rent/deposits, homeowner association dues and assessments, etc.) (collectively, “Amount(s) Due”).  The Amount Due and the associated Property Manager Services are governed by the contract between you and the applicable Property Manager.  MRI does not provide any Property Manager Services to you; and MRI is not a party to any agreement between you and the Property Manager and is not responsible for or liable in any way for Property Manager Services, as those services are provided to you solely by the Property Manager and not MRI.  Any dispute or request for refund for the Property Manager Services must be resolved directly between you and the applicable Property Manager.

To the extent applicable, MRI has been appointed by the Property Manager as a limited payment agent to accept and provide an electronic gateway within which You may pay Amounts Due on behalf of the Property Manager pursuant to any payment authorization obtained by the Property Manager.  If MRI does not settle any such funds received from you to the Property Manager, the Property Manager will have recourse only against MRI and not you, as payment is deemed made by you to the Property Manager upon constructive or actual receipt of funds by MRI subject to Section 5.2 below.  You authorize the Property Manager to share with MRI any of your information required for MRI to verify your account and enable the processing of your payment pursuant to this Terms of Use.  MRI reserves the right to use third-party service providers in connection with processing payments and the Services.  You authorize MRI to share your information with third party providers as necessary to process your payments or perform the Services contemplated under this Terms of Use.

You acknowledge and agree that, as it relates to Amounts Due, your payment is for a transaction between you and the applicable Property Manager and not with MRI or any of MRI’s affiliates.  You are responsible for all Amounts Due pursuant to any agreement between you and the applicable Property Manager. Subject to applicable law, MRI may from time to time charge a service fee for each transaction made using the Services and will notify you of such fees prior to you making a payment through the Platform.  You are responsible for all fees due by you to MRI.

Per your instruction, MRI will charge the payment method you specify at the time of payment as otherwise authorized or specified by you.  You may make a payment through the Platform using a valid debit card, prepaid card, or credit card (Visa, MasterCard, AmEx, Discover or any other issuer accepted by us), ACH/eCheck from your bank, or any other method of payment that MRI may accept from time to time (“Payment Provider”).  Your Payment Provider agreement, including its privacy policy and terms of service, governs your use of the designated payment method and you must refer to that agreement, not this Terms of Use, to determine your rights and liabilities as it relates to your chosen payment method.  You hereby consent and authorize MRI and any of our third-party service providers to share any information and payment instructions you provide to complete your transactions and provide the Services.

By providing MRI with your payment method details and credentials, you agree that MRI and its third-party services providers, on behalf of the Property Manager, are authorized to charge your Account for all fees and charges due and payable (i.e., Amount(s) Due) to MRI, as applicable, and the Property Manager pursuant to any agreement between you and the Property Manager and that no additional notice or consent is required.  You agree to immediately notify MRI of any change in your billing address or the payment method used for payment hereunder.  MRI reserves the right at any time to change the types of payment methods accepted or use any third-party service provider in connection with the Services, either immediately upon posting on the Services or by e-mail delivery to you.

You will be sent a confirmation acknowledging the processing of your payment.

  • Returns and Reversals. Refund requests related to Amounts Due should be directed to your Property Manager.  All refunds with respect to the Property Manager’s services are subject to your agreement with the Property Manager. MRI bears no liability for the Property Manager’s failure to provide, in full or in part, Property Manager Services to you. In certain circumstances, MRI may be able to cancel a payment prior to sending it to your Property Manager; however, you shall be responsible for the costs associated with placing a stop payment.  If a payment initiated by you is rescinded or cancelled by you, charged back, returned, rejected, reversed, or otherwise not completed for any reason (including due to insufficient funds), at no fault of MRI, your liability to the Property Manager may be outstanding and you may be subject to penalties, additional fees and charges (including interest charges and late fees), and other negative action pursuant to your agreement with the Property Manager, your Payment Provider, and this Terms of Use.  You are solely responsible for all such penalties, fees, and charges.
  • Processing Errors. If there is an error in the processing of your transactions, you authorize MRI to debit or credit your payment method to resolve such error. If MRI or its third-party service providers are unable to debit the payment method you select for any reason, you authorize MRI to resubmit the debit to any other payment method that You have on file with MRI.
  • Consent and Authorization to Use Payment Method; AutoPay. You represent and warrant that you have the legal right and authority to utilize your payment methods and authorize MRI to debit such payment methods on behalf of the Property Manager in accordance with your agreement with the Property Manager and pursuant to this Terms of Use.  You hereby authorize MRI to store your payment method details or credentials where you have created an Account with MRI or enrolled in AutoPay.  If you have enrolled in Autopay, you represent and warrant that you have provided all information required for MRI and its third-party service providers to process your payments on behalf of the Property Manager, and you further authorize MRI to charge your designated payment method instrument on your behalf at the time of payment submission.

You hereby authorize charges to your payment methods on behalf of the Property Manager, in the amounts you authorize from time to time, which may include, Amounts Due, applicable fees, any relevant taxes MRI is obligated to collect on behalf of a governmental agency. You also authorize the crediting or debiting of your payment method by MRI or its third-party service providers on behalf of the Property Manager for any chargebacks, refunds, or adjustments made through the Services.

  • Payment Cancellation, Credit, Chargebacks, and Refunds. You agree and acknowledge that, upon your request, for payments you believe were improperly processed, MRI, in its sole discretion, may cancel a payment made through the Services at any time prior to MRI or its third-party service providers making the payment to a Property Manager. If a payment dispute arises after payment is made to a Property Manager, the responsibility to resolve the payment dispute rests with you and the applicable Property Manager. As a payer, you have certain rights to dispute a payment made by you, such as where you do not recognize the transaction, where you claim fraud by the Property Manager or that the Property Manager failed to provide services to you as described. Those rights, commonly referred to as reversal or chargeback rights, depending on the payment method you used, exist between you and your Payment Provider. The process by which you exercise those rights are governed by the payment method, not MRI.
  • Taxes. The fees for the use of the Services (“Fee(s)”) may create an obligation to collect Sales Tax from you in connection with this Terms of Use, and therefore MRI shall collect such Sales Tax in addition to the Fee(s), as applicable.  If any Services, or payments for any Services, under the Terms of Use are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to MRI, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify MRI for any liability or expense MRI may incur in connection with such Sales Taxes.  Upon MRI’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
  • Withholding Taxes. You agree to make all payments of fees to MRI free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to MRI will be your sole responsibility, and you will provide MRI with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
  1. Indemnification. You agree to indemnify and hold MRI, its parents, subsidiaries, affiliates, officers, employees, agents, payment processors, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Service; (c) your violation of the Terms of Use; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations.  MRI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MRI in asserting any available defenses.  This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder.  You agree that the provisions in this section will survive any termination of your Account, the Terms of Use and/or your access to the Services.
  2. DISCLAIMER OF WARRANTIES AND CONDITIONS.
    • As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM.
      • COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
      • ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
      • THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. MRI MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
      • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MRI OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
      • From time to time, MRI may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at MRI’s sole discretion.  The provisions of this section apply with full force to such features or tools.
    • No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
  3. LIMITATION OF LIABILITY.
    • Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT MRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
    • Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO MRI by you during the one-month period prior to the act, omission or occurrence giving rise to such liability; (b) $100; or (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.
    • User Content. EXCEPT FOR MRI’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE MRI’S PRIVACY POLICY, MRI ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT OR PERSONALIZATION SETTINGS.
    • Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
    • Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MRI AND YOU.
  4. MONITORING AND ENFORCEMENT. MRI reserves the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services and/or terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Terms of Use.

If MRI becomes aware of any possible violations by you of the Terms of Use, MRI reserves the right to investigate such violations.  If, as a result of the investigation, MRI believes that criminal or illegal activity has occurred, MRI reserves the right to refer the matter to, and to cooperate with, any and all applicable legal, governmental, and regulatory authorities.  MRI is entitled, except to the extent prohibited by applicable law, to disclose any information or materials in MRI’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental and regulatory authority request; (ii) enforce the Terms of Use, (iii) respond to your requests for customer service, or (iv) otherwise protect the rights and property of MRI as MRI in its sole discretion believes to be necessary or appropriate.

  1. TERM AND TERMINATION.
    • The Terms of Use commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use any Services, unless terminated earlier in accordance with the Terms of Use.
    • Termination of Services by MRI. MRI has the right, immediately and without notice, to suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in MRI’s sole discretion and that MRI shall not be liable to you or any third party for any termination of your Account.
    • Termination of Services by Property Manager. You acknowledge that, if your access to the Services is contingent upon an agreement between MRI and a Property Manager, then the applicable Property Manager may limit or terminate your access to Services; and, if MRI’s agreement with such Property Manager is terminated, MRI may immediately terminate your ability to use the Services and your access to your Account.
    • Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services may also include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. MRI will not have any liability whatsoever to you for any suspension or termination.  All provisions of the Terms of Use which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
    • Discontinuing Use of Services by You. You may discontinue using the Services provided by MRI by (a) deleting the Application from your mobile device and (b) stopping all use of the Services. You may also remove your payment information from the Platform. If you discontinue using the Services, MRI may retain your information for the purposes of fulfilling any underlying agreement between MRI and your Property Manager and/or in accordance with applicable law.  However, you may contact your Property Manager to discuss removing any information retained by MRI from the Platform.
    • No Subsequent Registration. If your registration(s) with, or ability to access, the Services is discontinued by MRI due to your violation of any portion of the Terms of Use, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated.  In the event that you violate the immediately preceding sentence, MRI reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
  2. DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.  It requires U.S. users to arbitrate disputes with MRI and limits the manner in which you can seek relief from us.
    • Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Platform, to any products sold or distributed through the Platform, or to any aspect of your relationship with MRI, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify,; and (b) you or MRI may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Terms of Use or any prior version of this Terms of Use.
    • Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent National Registered Agents, Inc.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, MRI will pay them for you.  In addition, MRI will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  • Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and MRI.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms of Use (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.
  • Waiver of Jury Trial.  YOU AND MRI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and MRI are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 1 (Application of Arbitration Agreement) above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Terms of Use as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  • Waiver of Class or Other Non-Individualized Relief.  ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Ohio.  All other disputes, claims, or requests for relief shall be arbitrated.
  • 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Legal@mrisoftware.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of this Terms of Use will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
  • Severability. Except as provided in Section 5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
  • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with MRI.
  • Modification. Notwithstanding any provision in this Terms of Use to the contrary, we agree that if MRI makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing MRI at the following address: Legal@mrisoftware.com.
  • App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”).  You acknowledge that the Terms of Use is between you and MRI and not with the App Store.  MRI, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).  In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access.  You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application.  You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms of Use and will have the right to enforce it.
  • Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
    • You acknowledge and agree that (i) the Terms of Use is concluded between you and MRI only, and not Apple, and (ii) MRI, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
    • You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
    • In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between MRI and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of MRI.
    • You and MRI acknowledge that, as between MRI and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
    • You and MRI acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between MRI and Apple, MRI, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms of Use.
    • You and MRI acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms of Use as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
    • Without limiting any other terms of the Terms of Use, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
  • Identity Verification and Third-Party Permissions. You acknowledge and agree that MRI may make access to and use of any or all of its Services subject to certain conditions or eligibility requirements, such as completing an identity verification process, and that MRI may, at any time, as a condition of using the Services and in accordance with our Privacy Policy, ask you for information that will allow MRI to reasonably identify you, require you to take steps to confirm the accuracy and/or completeness of information you have provided to us, and/or verify your information against third-party databases or through other means and/or as may be required to perform required screening, monitoring, and investigation of your use of the Services, and in order to comply with applicable laws.

Information we may require from you may include your name, address, date of birth, government identification number, taxpayer identification number, mobile phone number, home phone number, email address, and other information that will allow MRI to identify you, subject to applicable law. We may require you to provide documentation, which may include your passport, driver’s license, or other government issued photo identification document. We may also contact you if we have additional questions. You certify that any such information and documentation that you provide in connection with establishing an Account is complete, true and correct, and you understand and agree that you are obligated to promptly notify MRI of any changes in such information, including your name, address, e-mail address, and telephone number.

 

You expressly authorize MRI to screen you against third party databases or other sources and request reports from service providers and any online marketplace through which you access MRI’s Services; and you consent to the disclosure of your information from them to MRI and from MRI to third-party verification service(s) providers, third-party processors, our banks, payment methods, government agencies, and other third parties for identity verification purposes, to meet anti-money laundering, anti-terrorist financing, transaction monitoring, and suspicious activity reporting requirements, or as otherwise required by law. You acknowledge and agree that we may collect information concerning the location of the device you use to access the Services and you authorize MRI to use such information to assess your location and/or to conduct identity verification and/or transaction monitoring with respect to you. Any third party to which your information is transmitted will be bound to maintain your confidentiality and may not use the information supplied for any unauthorized purpose other than to verify your identity, meet our legal, regulatory, risk requirements, provide the Services, or as otherwise described in this Terms of Use or in the Privacy Policy.

  1. GENERAL PROVISIONS.
    • Electronic Communications. The communications between you and MRI may take place via electronic means, whether you visit the Services or send MRI e-mails, or whether MRI posts notices on the Services or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from MRI in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that MRI provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
    • You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms of Use or your use of the Services.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform or any Services provided hereunder.
    • The Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without MRI’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    • Force Majeure. MRI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, pandemics, epidemics, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    • Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: Legal@mrisoftware.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    • Exclusive Venue. To the extent the parties are permitted under this Terms of Use to initiate litigation in a court, both you and MRI agree that all claims and disputes arising out of or relating to the Terms of Use will be litigated exclusively in the state or federal courts located in Ohio, and you agree that Ohio is the proper venue and jurisdiction for all such claims and disputes.
    • Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of OHIO, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.
    • Choice of Language. It is the express wish of the parties that the Terms of Use and all related documents have been drawn up in English.
    • Where MRI requires that you provide an e-mail address, you are responsible for providing MRI with your most current e-mail address.  In the event that the last e-mail address you provided to MRI is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms of Use, MRI’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to MRI at the following address: 28925 Fountain Parkway, Solon, Ohio 44139.  Such notice shall be deemed given when received by MRI by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    • Any waiver or failure to enforce any provision of the Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    • If any portion of this Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
    • Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws.  In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by MRI are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer MRI products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
    • Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
    • Entire Terms of Use. The Terms of Use is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

 

End of Terms of Use