Revised December 2, 2025
By purchasing any Service(s) from PayLease, LLC (DBA Zego), a Delaware limited liability company (“Company”), Client (as defined in the Agreement) agrees to the additional following terms and conditions (the “Terms”). If any of the Terms conflict with terms set forth in the Agreement, the terms in the Agreement shall control.
Note: Company may change these Terms from time to time at its sole discretion. In the event that Company makes any material changes to these Terms, Company will notify Client by posting the revised Terms on the Company website and/or the Solutions Suite (as defined below). Any changes to these Terms will be effective upon the earlier of either (i) the date of posting of notice of the changes on the Company website and/or on the Solutions Suite; and/or (ii) the date specified by Company in the notification. These changes will be effective immediately for new users of a Service (as defined below). Client’s continued use of any Services constitutes acceptance of the changes to the Terms. It is Client’s obligation to check the Company website and/or the Solutions Suite to view the current Terms.
Note: Additional terms and conditions may apply to Client’s use of specific modules available through the Solutions Suite. Such terms will be available by link in these Terms and are hereby incorporated by reference into the Agreement.
1. Scope of Services.
Zego provides a proprietary, web-based/mobile platform that provides online payment, property-management Resident communication and other Resident engagement facilitation, utility Resident billing, and utility expense management tools for property owners, homeowners associations, and property management companies (the “Solutions Suite”). “Resident” means the lessee of record and/or current tenant or occupant of a dwelling or unit at a Property. Client is the owner, owner’s agent, or management company for the Property(ies). The specific tools that are part of the Solutions Suite purchased by Client as set forth in the Agreement with the related implementation and support services provided by Zego are collectively the “Services“.
2. Company Support and Service Modifications.
a. Delivery to Client. Subject to the terms and conditions of the Agreement, during the Term of the Agreement, Company will: (a) make the Solutions Suite (including the Manager Portal) available to Client for its own internal business purposes, (b) make the applicable Services (which may not include the Manager Portal) available to the number of units at the Property allowed by the Agreement, and (c) use commercially reasonable efforts to make the Solutions Suite available 24 hours a day, 7 days a week, except for: (i) planned downtime, maintenance windows, and/or emergency maintenance of the Solutions Suite, and (ii) any unavailability caused by a Force Majeure Event. Further, during the Term, Company will use commercially reasonable efforts to make its personnel available to Client during Company’s normal business hours (7:00 AM PST – 5:00 PM PST) for standard troubleshooting or general questions regarding the Solutions Suite and use commercially reasonable efforts to provide Client and Users with training resources applicable to the Solutions Suite.
b. Modifications & New Features. Company reserves the right, in its sole discretion, to make modifications to the features and functions of the Services, provided that such modifications do not materially degrade the functionality of the Services as a whole. Client agrees that Client’s purchase and/or use of the Services hereunder are not contingent on Company developing and/or commercializing any new and/or modified features for the Services.
c. Implementation; Integration. Client acknowledges that it is required to provide all of the information and documentation required by Company during the Service implementation process. Client understands that it may be required to affirm in writing that it has provided all such information and documentation during the implementation process. Company will not be liable to Client, any third party, and/or governmental agency for any fees, charges, fines, or other amounts resulting from Client’s failure to provide, and continue to update, the information and documentation required by Company to provide the Services. Client will provide Company with at least thirty (30) days’ prior written notice regarding any changes to Client’s integration or implementation plan to allow Company to perform the work necessary to migrate the Client to the new or revised software. Failure to provide the proper notice may result in additional conversion and/or migration fees.
3. Security.
a. Client passwords and login credentials (“Credentials”) will either be provided to Client by Company or generated in connection with Client’s use of the Services. Client must protect and safeguard all Credentials and prevent unauthorized access to, or use of, the Credentials or the Services. Client is responsible, and assumes all risk and liability, for all activities that occur in connection with Client’s Credentials and Client’s use of the Services, including but not limited to, inadvertent or wrongful disclosure or use by a third party. Client will immediately notify Company in writing of any known or suspected unauthorized use of its Credentials or the Services. Client (and its Users) shall change its password(s) on a periodic basis consistent with security best practices and at any time in which a User who had access to a password is no longer employed or authorized by Client to use the Services. Company may require Client to change its (or a User’s) password(s) at any time.
b. Company has established and will maintain during the Term of the Agreement: (1) industry standard administrative, physical, and technical safeguards designed to protect Client’s and Residents’ information, content, and materials provided to Company, and (2) commercially reasonable, industry standard measures for preventing unauthorized access or disclosure of such information. Client acknowledges that the Services may be hosted and processed in data centers and on networks owned and maintained by a third-party service provider (i) to provide the Services; (ii) to prevent, address, and/or remediate Services or technical problems; (iii) as required by Law; or (iv) as may be instructed or approved by Client.
4. Intellectual Property, Ownership, and License.
a. Company’s Reservation of Rights. Subject to the limited rights expressly granted hereunder, Company and Company’s licensors and third-party providers reserve all of Company’s/their right, title, and interest in and ownership of any and all IP Rights and proprietary rights with respect to the Services and Documentation, including all enhancements, improvements, and modifications thereto, and derivative works thereof. No rights are granted to Client other than as expressly set forth herein.
b. Service Data. As between the parties, Company owns all right, title, and interest in and to the Service Data, including all IP Rights therein. If Client is deemed to have any right, title, and interest in and to any Service Data, including any derivative works thereof, Client shall and hereby does assign, irrevocably and on a royalty-free basis, all of its right, title, and interest therein exclusively to Company.
c. Resident Data; Nonexclusive License. As between the parties, Client owns all right, title, and interest in and to the Resident Data, including all IP Rights therein. Client represents and warrants that it has all necessary rights to provide the Resident Data to Company for Company’s use consistent with the licenses granted herein. During the Term of the Agreement, Client grants to Company a royalty-free, worldwide, nonexclusive, sublicensable, irrevocable, transferable license to host, collect, use, copy, transmit, store, process, monitor, disclose, and display Resident Data to (i) provide the Services to Client and Residents, including but not limited to communicating with Residents (including via email, telephone, and/or SMS) for the purposes of facilitating and/or performing the Services, as well as marketing and/or encouraging or promoting Residents’ use of the Services and/or other third-party services; (ii) prevent, address, and/or remediate Service technical problems; (iii) comply with Law; (iv) comply with Client instructions or approved uses; and/or (v) otherwise exercise and perform Company’s rights and obligations hereunder. All Resident Data may be stored, copied, distributed, displayed, processed, and/or otherwise utilized by Company pursuant to Company’s privacy policy(ies) and the applicable terms of use accepted by the Resident and in accordance with Law. Company shall not be liable for any communications made by Client to a Resident and/or a Payer, including but not limited to any liability resulting from a claim related to legally mandated content requirements and more generally any claim related to the Telephone Consumer Protection Act or the CAN-SPAM Act. Additionally, Client hereby grants to Company a royalty-free, perpetual, irrevocable, worldwide, nonexclusive, sublicensable, transferable license to host, collect, use, copy, transmit, store, process, monitor, disclose, and display the Resident Data on an anonymized and aggregated basis for Company’s internal business purposes, including but not limited to developing, creating, modifying, and/or improving the Services and its other service offerings. Company reserves the right to access, use, copy, transmit, store, process, preserve, and disclose any Resident Data that Company reasonably believes is necessary to (A) comply with Law and/or any governmental request, (B) enforce this Agreement, including investigation of potential violations hereof, (C) detect, prevent, or otherwise address security or technical issues, (D) respond to User or Resident support requests, or (E) protect Company’s rights or safety and that of Company’s users.
d. Data Loss; Deletion. Company uses commercially reasonable efforts to regularly and in real time back up content and data collected via the Service(s). Company shall not have any liability for any loss of data, failure to back up or restore any data, or for the suspension of access to or unavailability of any such data. Upon expiration or termination of this Agreement for any reason, Company reserves the right, but is not obligated to delete all data, including all Resident Data, that is stored on Company’s servers or systems consistent with its data retention policies.
e. Nonexclusive License to Client’s Marks. Client hereby grants to Company a nonexclusive, worldwide, royalty-free right and license to use Client’s name, trademarks, service marks and logos (“Client Marks”) during and after this Agreement, for the limited purpose of listing the Client Marks on Company customer lists, in Company’s marketing material and/or presentations, on Company’s website, or as otherwise described in the Agreement. As between the parties, Client retains all right, title, and interest in and to the Client Marks and all goodwill arising in or from Client Marks shall inure solely to Client’s benefit.
f. Feedback. As between Client and Company, Company shall own all feedback, comments, suggestions, ideas, concepts and changes that Client, its Users or its Residents provide to Company relating to the Services and all associated IP Rights (collectively “Feedback“) and Client hereby assigns all of its right, title and interest in the Feedback to Company.
5. Prohibitions.
Client may only access the Solutions Suite through interfaces and protocols provided or authorized by Company. The Solutions Suite, including the Manager Portal, may only be accessed by Users, and Users are prohibited from sharing their Credentials with any other individual(s). Client will not, and will not permit any User, Resident or third party to, (a) sell, resell, license, sublicense, distribute, lease, rent, lend, transfer, assign, dispose or otherwise make available the Services to any third party except as authorized herein; (b) disassemble, decompile, or reverse engineer the Services; (c) store or transmit material that is infringing, libelous, unlawful, pornographic, racist, sexist, discriminatory, abusive, harmful, offensive, defamatory, vulgar, obscene, tortuous, or invasive, or in violation, of a third party’s privacy or other rights (as determined in Company’s sole discretion); (d) use the Services to store or transmit Harmful Code; (e) interfere with or disrupt the availability, integrity, or performance of the Services; (f) attempt to gain unauthorized access to the Company systems, networks, and/or the Services or the related systems or networks; (g) permit direct or indirect access to or use of the Services in a way that circumvents restrictions set forth in this Agreement; (h) copy the Services or any part, feature, function, or user interface thereof; (i) modify, disclose, correct, adapt, translate, or otherwise prepare or create derivative works or improvements of the Services; (j) frame or mirror any part of the Services, other than framing on Client’s own intranets or otherwise for Client’s own internal business purposes or as may be permitted in the Documentation, remove, alter, or obscure any proprietary notices in or on the Services (except if permitted by Company in connection with a white- label offering); (k) access and/or use the Services or any Company Confidential Information provided pursuant to this Agreement to build a competitive product or service or for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; or (l) harvest or collect data or information from the Services (including information about other users of the Services).
6. Denial of Access.
In addition to any termination rights set forth in the Agreement, Company may suspend, terminate, or otherwise deny Client’s, Residents, Payers and/or any Users’ access to or use of all or any part of the Services and/or terminate this Agreement, without incurring any obligation or liability, if: (a) any undisputed payment due by Client is not received by Company within thirty (30) days of its due date; (b) Company receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Company to do so; or (c) Company believes in good faith that: (i) Client, Resident, Payer, or any User has accessed or used the Services beyond the scope of the rights granted herein, in violation of this Agreement, for a purpose not authorized under this Agreement, and/or in any manner that does not comply with any instruction or requirement of the Documentation or with Law; (ii) Client, Resident, Payer, or a User has breached the provisions of Sections 5 (Prohibitions), 7 (Obligations of Client), or 11 (Confidential Information) and Client has not satisfied Company’s concerns to its reasonable satisfaction within two (2) business days; (iii) at the direction of Company’s processor partners; and (iv) Client, Resident, Payer, or a User is, has been, or in Company’s reasonable judgment is likely to be, involved in any fraudulent, misleading, or unlawful activities (or any activities that would result in reputational damage to Company, its Affiliates, and/or Company’s processors) relating to or in connection with the Service. This section does not limit any of Company’s other rights or remedies, whether at law, in equity or under this Agreement. Any suspension or denial of access shall not excuse Client from the obligation to make the payment(s) contemplated under this Agreement. If Company suspends use of the Services, Company may restore Client’s (or the applicable User’s, Resident, or Payer’s) access to and use of the Services after the event giving rise to the suspension has been resolved to Company’s satisfaction.
7. Obligations of Client.
Client will (i) provide Company with accurate, complete, and updated information in connection with the Agreement, (ii) be responsible for its Users’, Residents’ and Payers’ use of the Services, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, (iv) be responsible for and immediately notify Company in the event of any unauthorized use of or access to the Services and provide reasonable assistance to Company in investigating and preventing the recurrence of such unauthorized use or access, (v) use the Services only in accordance with the Agreement, the Documentation, and Law, (vi) immediately notify Company in the event that the Services are being used in violation of the Agreement, including but not limited to use for illegal and/or harmful activities; and (vii) pay all amounts owed to Company in the timeframes set forth in the Agreement. If Client has not paid an invoice pursuant to such timeframe(s), Company may suspend access or the Services as set forth above and/or refer collection of the unpaid amount to an attorney or collections agency. If Client’s unpaid invoices are referred to an attorney or collections agency, Client shall pay all reasonable attorney’s fees or collections agency fees.
8. Payment.
a. Unless otherwise specified in the Agreement, the following payment terms apply: To the extent fees are incurred by and/or charged to Client, Client will pay all such fees on a monthly basis, as invoiced by Company. Client agrees to provide Company with its bank account information and further agrees that Company may automatically deduct the fees owed by Client hereunder (if any) on a monthly basis from such account. Any and all fees due to Company that are not paid when due (which is no later than thirty (30) days from the date of the invoice or notice) will accrue interest monthly at one and one half percent (1.5%) or the percentage that represents the maximum permitted under Law (if lower). On an annual basis, Company may increase the fees for the Services.
b. Government Taxes. Company’s fees as set forth on the Agreement do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, which may be assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying all Taxes associated with Client’s purchases and use hereunder. If Company is required by Law to pay or collect Taxes for which Client is responsible under this section, Company will invoice Client and Client will pay that amount unless Client provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Each party is solely responsible for Taxes assessable against such party based on its income, property, and employees.
9. Warranties.
a. Mutual Warranties. Each party represents and warrants that: (i) it is duly organized and in good standing under the state of its organization; (ii) it is fully authorized to enter into the Agreement; (iii) the Agreement, when executed and delivered, will constitute a legal, valid, and binding agreement fully enforceable in accordance with its terms.
b. Client Warranties. Client further represents and warrants that: (i) it will comply with all Law in its use of the Services; (ii) as applicable, Client and/or the Properties have acquired any registration, approval, license, or permit required by the relevant federal, state, or local government or regulatory agencies necessary prior to the provision of the Services; (iii) as applicable, Client received any required federal, state, or local government or regulatory approvals necessary for Company to provide the Services in accordance with Law; (iv) Client has all necessary rights and consents, in and relating to the Resident Data, so that Company’s receipt, use, storage, disclosure, and processing of the Resident Data in accordance with this Agreement does not and will not infringe upon or otherwise violate any IP Rights or any privacy or other rights of any third party or violate Law; (v) neither Client or any of its officers, directors, members, employees, agents, Representatives, and/or Affiliates, is now, or will be at any time during the Term of the Agreement, any form of entity (collectively or individually as context requires, a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under Law, regulation, or executive orders and lists published by the Office of Foreign Asset Control (“OFAC”) (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise and (vi) as applicable, and/or as required by the Laws of each jurisdiction in which a Property is situated, each lease agreement to which a Resident is a party shall (A) permit Client to pass on utility charges and other charges for such Resident to Company as may be contemplated by the Agreement, and (B) otherwise permit Company to perform any Services contemplated by this Agreement.
c. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, COMPANY DISCLAIMS ALL WARRANTIES OR GUARANTEES WITH RESPECT TO THIS AGREEMENT OR THE SERVICES (INCLUDING, BUT NOT LIMITED TO, THE SOLUTIONS SUITE), WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR GUARANTEES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, TRADE USAGE, OR TRADE PRACTICE.
COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE SOLUTIONS SUITE, WILL MEET CLIENT’S REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON THE SERVICES (INCLUDING, BUT NOT LIMITED TO, THE SOLUTIONS SUITE) WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED, THAT THE SERVICES AND ANY CONTENT OR INFORMATION FOUND ON THE SERVICES WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH THE SERVICES WILL MEET CLIENT’S EXPECTATIONS. COMPANY WILL HAVE NO LIABILITY REGARDING LOSS OF DATA.
10. Effect of Termination and/or Expiration.
a. The Agreement may be terminated as set forth in the Agreement.
b. In addition to and notwithstanding any obligations upon termination or expiration set forth in the Agreement, upon termination or expiration of the Agreement: (i) all outstanding fees shall be immediately due and payable to Company, (ii) if the Agreement is terminated by Client due to Company’s uncured material breach, Company will refund Client any prepaid fees (pro-rated from the effective date of termination), (iii) Client shall immediately cease and shall cause its Residents and Users to immediately cease using the Services, and (iv) Client’s and its Residents’ and Users’ access to the Services will be automatically terminated, all Credentials and individual accounts will be removed, and all information that has been uploaded, submitted, or entered into the Solutions Suite by Client (or its Residents and Users) may be destroyed.
c. In Company’s sole discretion and for an additional fee, Company may allow Client to access the Solutions Suite or Services for a limited period of time (set by Company) to allow Client to access Client owned data for the following purpose(s): (i) transfer the data to Client’s systems and (ii) review transactions that have processed through the Solutions Suite. Company may terminate such access at any time in its sole discretion, unless otherwise agreed in writing between the parties. Any and all applicable terms, restrictions, and obligations contained in the Agreement will continue to apply to Client for however long Client has post-termination access to the Services.
d. Each party agrees that the Confidential Information of the other party and all copies thereof will be destroyed or returned to the other party upon the expiration and/or termination of this Agreement, and neither the Receiving Party nor its Representatives will make or retain the Confidential Information or any copies, extracts, or other reproductions, in whole or in part, of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Receiving Party and its Representatives may retain one copy of the Disclosing Party’s Confidential Information to the extent retention of such information is required by the Receiving Party’s record retention policy and/or Law and/or such information is “backed-up” on the Receiving Party’s electronic information management and communication systems or servers and cannot be expunged without considerable effort. Any such retained Confidential Information shall continue to be subject to Section 11 of these Terms.
11. Confidential Information.
a. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably would be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to information concerning the Disclosing Party’s (i) trade secrets; (ii) pending patents; (iii) techniques, methodologies, sketches, drawings, design details and specifications, inventions, know-how, processes, report formats or templates, apparatus, and/or equipment; (iv) existing products and services and any other products and services currently under development or consideration by the Disclosing Party; (v) strategic, financial, sales, marketing, development or research projects, policies, operations, strategies, opportunities, or plans; (vi) financial and business information; and/or (vii) customers (including, without limitation, customer lists or information pertaining to the Disclosing Party’s contractual relationships with its customers). Confidential Information shall also include (y) Company or its Affiliates’ Service Organization Control Report pursuant to standard promulgated by the American Institute of CPAs (“AICPA”) and any similarly functioning audit report/attestation (cumulatively, hereinafter “SOC Report”), and (z) Company or its Affiliates’ Attestation of Compliance under any standard promulgated by the Payment Card Industry Security Standards Council (“PCI-SSC”) and any similarly functioning audit report/attestation (cumulatively, hereinafter “AOC”). For the avoidance of doubt, Client’s Confidential Information includes Resident Data and Company’s Confidential Information includes the Services (including but not limited to the Solutions Suite), and the Service Data. Confidential Information of each party includes, but is not limited to, the terms and conditions of the Agreement. However, Confidential Information does not include any information that the Receiving Party can demonstrate: (A) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (B) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (C) is received from a third party without breach of any obligation owed to the Disclosing Party, or (D) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party shall treat all of the Disclosing Party’s Confidential Information with the same degree of care as it accords its own Confidential Information, but in no event with less than reasonable care, and shall not use or disclose such Confidential Information other than as set forth in the Agreement. Except as otherwise permitted by this Agreement and/or Law, the Receiving Party shall not disclose the Disclosing Party’s Confidential Information to anyone other than to the Receiving Party’s employees, agents, Affiliates, Representatives, or consultants who need to know such Confidential Information and who are subject to confidentiality obligations at least as stringent as those provided herein. Additionally, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent compelled by Law or court or government order to do so, provided the Receiving Party gives the Disclosing Party reasonable prior notice of the compelled disclosure (to the extent permitted by Law) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party will seek confidential treatment of such information from the entity to which the disclosure is made and disclose only that information which is required to be disclosed. Notwithstanding anything to the contrary, each party shall be entitled to (I) announce publicly and in business presentations that Client and Company have entered into a business arrangement; and (II) disclose the terms of this Agreement to its financial, legal, and other advisors and consultants, and to prospective lenders or purchasers of the Property or the Service, in each case on a need-to-know basis and provided that such recipients are obligated in writing to maintain the confidentiality of the terms of the Agreement.
b. Client acknowledges that the Services provided by Company under this Agreement incorporate trade secrets of Company and its licensors, and as such is protected by civil and criminal Law. Client shall notify Company immediately of the unauthorized possession, use, or knowledge of any item supplied under this Agreement by any person or organization not authorized by this Agreement to have such possession, use, or knowledge.
c. Each party’s obligations of non-disclosure with regard to the other party’s Confidential Information shall expire five (5) years from the date the Agreement terminates and/or expires; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Law.
d. Notwithstanding the foregoing, if the Receiving Party is entitled to receive a SOC Report in the Receiving Party’s capacity as a “User Entity,” the Receiving Party may disclose the SOC Report only to its legal counsel and financial auditors who are bound to an obligation of confidentiality similar to those set forth herein for purposes of evaluation of the effect of Company’s controls on a User Entity’s internal control system. Notwithstanding the foregoing, if the Receiving Party is entitled to receive a copy of an AOC, the Receiving Party may disclose the AOC only to its legal counsel and PCI-SSC Qualified Security Assessor(s) who are bound to an obligation of confidentiality similar to those set forth herein. Except as provided in the preceding two sentences, the Receiving Party may not share a SOC Report or AOC with any other third party without the prior written consent of Company.
12. Indemnification.
a. Obligations of Company. Company will indemnify, defend, and hold harmless Client and its Representatives (the “Client Indemnitees”) from and against any and all suits, claims, actions or demands brought by a third party (each, a “Claim”) and Company shall pay any and all liabilities, losses, costs, damages, or expenses (including, without limitation, reasonable attorneys’ fees) that the Client Indemnitees suffer or incur in connection with such Claims to the extent directly arising from or related to an allegation that the use of the Services in the form provided and manner approved by Company and otherwise in accordance with this Agreement infringes, misappropriates or otherwise violates such third party’s United States copyright or patent rights. Notwithstanding the foregoing, Company shall have no obligation to indemnify, defend or hold harmless Client (i) if such Claim is due to Client’s or any User’s negligence, willful misconduct, or breach of this Agreement, or (ii) to the extent the relevant Claim is based on: (A) the combination, operation, or use of the Services with software, hardware, equipment, or products not provided by Company hereunder; (B) a modification of the Services or other items or materials provided by Company that is not performed by Company; (C) compliance by Company with Client’s designs, specifications, and/or instructions; or (D) the Resident Data or any materials, IP Rights, software, technology, or equipment supplied by or on behalf of Client.
b. Obligations of Client. Client will indemnify, defend, and hold harmless Company and its Representatives (the “Company Indemnitees”) from and against any and all Claims and Client shall pay any and all liabilities, losses, costs, damages, or expenses (including, without limitation, reasonable attorneys’ fees) that the Company Indemnitees suffer or incur in connection with such Claims to the extent arising from or related to: (i) Client’s or any User’s breach of this Agreement (including Client’s failure to obtain Resident consent for use of Resident Data, if required); (ii) Client’s use of the Services in violation of this Agreement or Law; (iii) a third-party investigation or a request for information, from any governmental agency, court, or any private party in any action related to Client; (iv) Company’s collection, storage, or use of the Resident Data in accordance with the Agreement; or (v) the negligence or willful misconduct of Client and/or any of its Users or Representatives.
c. Procedure for Indemnification. A party seeking indemnification hereunder (the “Indemnified Party”) shall provide the other party (the “Indemnifying Party”) with: (i) prompt notice of any Claim subject to indemnification; provided, however, that the Indemnifying Party shall not be relieved of any indemnification obligation hereunder except to the extent it is materially prejudiced as a result of the Indemnified Party’s failure to provide prompt notice; and (ii) reasonable assistance to defend or settle such Claim at the Indemnifying Party’s expense. The Indemnifying Party shall have sole control of the defense and all related settlement negotiations of such Claim provided that the Indemnifying Party shall not agree to any settlement or compromise (without the Indemnified Party’s prior written consent) that (A) results in any admission on the part of the Indemnified Party, (B) imposes any obligation or liability on the Indemnified Party (other than monetary liabilities for which the Indemnified Party is indemnified by the Indemnifying Party under this section), or (C) has a judicially binding effect on the Indemnified Party. The Indemnified Party shall have the right to participate in the defense and settlement negotiations of such Claim through its own counsel at its own expense. In the event (X) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claims or to engage counsel with respect thereto, or (Y) if the Indemnified Party delivers a written opinion of legal counsel that an ethical conflict of interest exists between the interests of the Indemnifying Party and the Indemnified Party that requires representation by separate counsel, then the Indemnified Party shall be entitled to defend the Claim with counsel of its own choosing at the expense of the Indemnifying Party.
d. Infringement or Misappropriation Claims. If an infringement or misappropriation claim related to the Services has been made, or in Company’s opinion is likely to be made, Company may in Company’s sole discretion: (i) modify affected Service so that it no longer infringes or misappropriates, (ii) obtain a license for Client’s continued use of the affected Service, or (iii) terminate provision of the affected Service upon notice, and issue a refund to Client for any remaining unused portion of the pre-paid fees (if any) for the affected Service.
e. Sole and Exclusive Remedy. This Section 12 states Company’s sole liability to Client, and Client’s exclusive remedy against Company, for any type of Claim described in this Section 12.
13. Limitation of Liability.
a. NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 12, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS OR LICENSORS) BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR THE COST OF SUBSTITUTE GOODS OR SERVICES OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON LOSS OF PROFITS, DATA, FILES, OR BUSINESS INTERRUPTION OR OPPORTUNITY), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. AGGREGATE LIABILITY. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 12, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT ALLOWED UNDER LAW, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY (INCLUDING FOR DIRECT DAMAGES) FOR ALL MATTERS ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT OR IN TORT, EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY COMPANY PURSUANT TO COMPANY PROVIDING THE SOLUTIONS SUITE AND/OR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM.
14. Injunctive Relief.
Any breach or threatened breach of Client’s obligations set forth in this Agreement may result in a substantial likelihood of irreparable harm and injury to Company for which monetary damages alone would not be an adequate remedy, and which damages are difficult to accurately measure. Accordingly, Client agrees that, in addition to any other remedies available, Company shall have the right to seek, without the necessity of posting any bond, immediate injunctive relief as well as other equitable relief allowed by the federal and state courts. The foregoing remedy of injunctive relief is agreed to without prejudice to Company’s right to exercise any other rights and remedies it may have. Any remedy of Company set forth in the Agreement is in addition to any other remedy afforded to Company, by Law or otherwise.
15. Miscellaneous.
a. Beneficiaries of Agreement. Company’s licensors shall have the benefit of Company’s rights and protections hereunder with respect to the applicable IP Rights licensed to Company. Other than as set forth in the immediately preceding sentence and except as otherwise expressly set forth herein, the Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.
b. Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party shall hold itself out as having any authority to enter into any contract or create any obligation or liability on behalf of the other party except as otherwise set forth in these Terms.
c. Governing Law. The Agreement will be governed by the laws of the State of Georgia (except for conflict of law rules). Unless otherwise required by prevailing property laws, any dispute relating to this Agreement will be settled exclusively by arbitration in Georgia, in accordance with the rules of the American Arbitration Association then prevailing.
d. Notices. Notices to Client will be made electronically to Client at the most recent email address consistently used by Company to communicate with Client or by U.S. Mail, FedEx, UPS, or DHL to the address provided by Client in the Agreement. Notices to Company will be made electronically to Company at legal@gozego.com with a copy sent by U.S. Mail, FedEx, UPS, or DHL to the following address:
Paylease, LLC dba Zego c/o Global Payments, Inc.
3550 Lenox Rd. NE, Suite 3000
Atlanta, GA 30326
e. Force Majeure. Except for the payment of fees when due, to the extent that a party is unable to perform, in whole or in part, its obligations under the Agreement, where such inability arises by reason of any governmental action or inaction, war, terrorism, cyber-attack, riot, strike, lockout, labor dispute, explosion, fire, storm, wind, flood, earthquake, pandemic, or other natural catastrophe or act of God (a “Force Majeure Event”), such party will be temporarily excused from its obligations that are so prevented until the abatement of the Force Majeure Event; provided that such party uses commercially reasonable efforts to promptly overcome or mitigate the delay or inability to perform.
f. Assignment. Client may not assign or transfer any of its rights or obligations hereunder, whether by operation of Law or otherwise, without the Company’s prior written consent (which shall not be unreasonably withheld). Any purported assignment in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
g. Severability. If any provision of the Agreement is found unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect. The parties agree to replace any such invalid, illegal or unenforceable provision with a new provision that has the most nearly similar permissible legal and economic effect. All provisions which by their nature are intended to survive termination or expiration of the Agreement (including the definitions of capitalized terms identified herein, confidentiality obligations, limitations on liability, payment terms, IP Rights and indemnities) will survive.
h. No Waiver; Order of Precedence. The failure or delay of either party to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same provision or any other provision. No terms and conditions appearing on Client’s website, invoice terms, purchase order terms or other similar documents, in any format, including terms located on Client’s website or provided with its ordering documents shall be binding on Company unless accepted by Company in writing. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) the Agreement, (ii) these Terms, and (iii) the Documentation.
i. Entire Agreement; Counterparts. The Agreement constitutes the entire agreement between Client and Company regarding Client’s use of the Services and supersedes all prior and contemporaneous agreements, representations, written or oral, concerning the subject matter of the Agreement. No other terms, conditions, requirements, or obligations provided to Company by Client (or by a third party on Client’s behalf) are applicable or enforceable, including but not limited to any terms and conditions contained in a Client purchase order, vendor services agreement, or vendor management/vendor onboarding agreements and/or documentation. Except as otherwise set forth in the Agreement, the Agreement may only be amended or modified by mutual, written agreement of the authorized representatives of the parties. The Agreement may be executed in counterparts and may be validly executed and delivered by electronic transmission.
16. Definitions. The capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The following capitalized terms have the following meanings whenever used in these Terms:
a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common Control with the subject entity.
b) “Control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
c) “Documentation” means Company’s operational, functional and technical specifications in any standard materials, online user guides, manuals or other related materials (not including marketing materials) that Zego provides, as updated from time to time.
d) “Harmful Code” means code, files, scripts, agents, software routines, or programs designed or intended to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions, including, for example, viruses, worms, time bombs, and Trojan horses.
e) “IP Rights” means (i) patents, patent applications, and statutory invention registrations, (ii) trademarks, service marks, trade dress, logos, trade names, domain names, and other source identifiers, together with all goodwill associated therewith, (iii) copyrights, trade secrets, including confidential and proprietary information and know-how, and (iv) any other proprietary rights and protections, whether currently existing or hereafter developed or acquired, arising under Law, including, in each case, all applications, issuances, and registrations with respect thereto.
f) “Law” means all applicable federal, state, and local laws, codes, rules, regulations, and orders of any applicable governmental authority.
g) “Manager Portal” means the administrative portal within the Solutions Suite that permits Clients to view its Residents’/Payers’ use of and the performance of the Service.
h) “Mobile Doorman” means the resident engagement application for mobile devices that provides for communication and service facilitation between property managers and Residents.
i) “Pay Services Terms” means the terms agreed to by Client governing Client’s use of Pay Services.
j) “Payer” is as defined in the Pay Services Terms.
k) “Property” or “Properties” means real properties either owned by or under the management of Client, including where Client is acting as owner’s agent, that are receiving Services pursuant to the Agreement.
l) “Representatives” means, with respect to either party, such party, such party’s Affiliates, and its and their respective directors, officers, employees and agents.
m) “Resident Data” means the personally identifiable information and/or other information or data regarding Residents provided by Client or its Users or on behalf of Client or its Users to Company in connection with the Services and/or the Solutions Suite.
n) “Service Data” means (i) all data, content and statistics collected, processed, transmitted, maintained, or generated by the Service, including but not limited to geographic information, demographic data, rental rates, occupancy rates, utility usage, and utility consumption; and with regard to payment processing information, pursuant to the Pay Services Terms, all information related to how a Payer is set-up through the Solutions Suite; and (ii) the results of any data analysis relating to any of the foregoing. “Service Data” does not include Resident Data.
o) “User” means an employee, consultant, third-party service provider, or agent of Client who is authorized by Client to access to and use the Services (including the Manager Portal) and to whom Client (or Company at Client’s request) has supplied Credentials.
p) “Utility Expense Management (“UEM”) Services” means Company’s utilities expense management services by which Company receives and processes utility bills and any IP Rights related to the foregoing.
q) “Utility Resident Billing Services” means Company’s monthly rendering of Resident bills and charges and any IP Rights related to the foregoing.
PAY SERVICES TERMS AND CONDITIONS.
For Clients accessing Pay Services, please see the Pay Services Terms and Conditions available here: https://www.gozego.com/terms-and-conditions/pay-services/
MOBILE DOORMAN SERVICES TERMS AND CONDITIONS.
For Clients accessing Mobile Doorman Services, please see the Mobile Doorman Services Terms and Conditions available here: https://www.gozego.com/terms-and-conditions/mobile-doorman-services/
UTILITY RESIDENT BILLING SERVICES TERMS AND CONDITIONS.
For Clients accessing Utility Resident Billing Services, please see the Utility Resident Billing Services Terms and Conditions available here: https://www.gozego.com/terms-and-conditions/utility-resident-billing-services/
UEM SERVICES TERMS AND CONDITIONS.
For Clients accessing UEM Services, please see the UEM Services Terms and Conditions available here: https://www.gozego.com/terms-and-conditions/uem-services/