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Terms of Use

These General Terms and Conditions (these “Terms”) form a binding legal agreement between CasaPerks Technologies, Inc., a Delaware corporation (“CasaPerks”) and the community owner or property manager that has entered into a Rewards Program Order or another order form, SOW, or similar transaction document referencing these Terms (each, an “Order”, and together with these Terms, this “Agreement”).

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CasaPerks offers a proprietary online software platform and mobile app (collectively, the “Platform”) that enables rental communities to offer rewards programs to their residents. CasaPerks will make the Platform available to Customer and its participating Residents subject to this Agreement.

1. Definitions.

“Marketing Materials” means brochures, posters, and other marketing materials developed or provided by CasaPerks from time to time to promote the Program and Platform. “Participating Property” means a Property included in the scope of this Agreement per Section 3.1 below. “Program” means the Resident rewards program established by and on behalf of Customer via the Platform. “Property” means a rental community, building, complex, or other property owned or managed by Customer. “Resident” means each Resident renting a unit in a Participating Property. “Resident Agreement” collectively means CasaPerks’ standard terms of service, privacy policy, and any other agreements between CasaPerks and each Resident. “Trademarks” means names, logos, and other trademarks or service marks.

2. Platform.

  • Platform Access. CasaPerks will provide Customer access to the community owner/manager features of the Platform, including a manager dashboard and the ability to purchase and apply points across Resident accounts.
  • Ownership; Restrictions. CasaPerks and its licensors retain ownership of all right, title, and interest to the Platform and all related intellectual property rights. Customer will not directly or indirectly: (i) sell, lease, license, sublicense, or otherwise make available the Platform to any third party; (ii) decompile, disassemble, attempt to access the Platform’s source code, or reverse engineer the Platform, in whole or in part (except as permitted by applicable law); (iii) write or develop any software based upon the Platform; (iv) upload, transmit, or submit any viruses, malware, or other malicious code or harmful materials to the Platform, or otherwise interfere with the operation of the Platform; (v) attempt to gain any unauthorized access to the Platform or any part thereof, or CasaPerks’ or any third party’s systems or information; or (vi) use the Platform for any unlawful purpose or in an unlawful manner.
  • Feedback. If Customer or its users provide feedback, suggestions, or requests for Enhancements (collectively, “Feedback”), Customer hereby grants CasaPerks an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to reproduce, display, perform, modify, transmit, distribute, create derivative works of, and otherwise use the Feedback in any manner, without any right of attribution or accounting.
  • Enhancements. Customer acknowledges that it is entering into this Agreement on the basis of the Platform as it exists today, and not in reliance upon any requested or anticipated updates, upgrades, modifications, improvements, developments, new features, or other enhancements (collectively, “Enhancements”). CasaPerks will not be obligated to implement any Enhancements unless otherwise expressly agreed in a statement of work between the parties. Enhancements will be the sole property of CasaPerks, and for avoidance of doubt Customer hereby assigns any right, title, or interest it may otherwise have in any such Enhancements to CasaPerks.

3. Program.

  • Participating Properties. The Order lists any Participating Properties that are included as of the Effective Date. The parties may add additional Properties as Participating Properties hereunder from time to time by mutual written agreement (which may be via email acknowledged by both parties). Additional Participating Properties will incur corresponding fees at CasaPerk’s then-current rates unless otherwise agreed in writing. Once added, Participating Properties may only be removed by mutual written agreement of the parties. Each party will provide all reasonable cooperation as may be needed to onboard a Participating Property and implement the Program. Each party will bear its own costs of such cooperation and implementation.
  • Marketing Materials. Customer authorizes CasaPerks to include Customer’s and the Participating Properties’ Trademarks in the Marketing Materials for purposes of marketing the Program on behalf of Customer. Customer will permit CasaPerks to visit each Participating Property at or near the start of the Program to place Marketing Materials in appropriate locations (such as in the lobby, leasing office, elevators, and other common areas). Customer will be responsible for placing updated Marketing Materials if and when subsequently provided by CasaPerks.
  • Onboarding Residents. Customer will reasonably encourage Residents to sign up for the Platform, but the parties acknowledge that Resident participation is completely voluntary. Residents will be required to agree to the Resident Agreement to register for the Platform. Resident Agreements are solely between CasaPerks and each Resident, and Customer will not be a party to, or have any obligations under, any such Resident Agreement.
  • Resident Information. Customer will provide CasaPerks relevant information regarding each Resident, including name, email address, lease term, and rent (“Resident Information”). CasaPerks may use Resident Information to send Residents reminders about Platform signup, administer the Program and Resident accounts, and otherwise in accordance with it’s then-current privacy policy. Customer is responsible for obtaining any permission or consent that may be necessary for its provision of Resident Information to CasaPerks. Each party will comply with all applicable data privacy laws regarding Resident Information.

4. Fees and Payment.

  • Fees. Customer will pay any annual base fees, implementation fees, and other fees as described in the applicable Order. Unless otherwise set forth in the Order, fees will be invoiced and due in advance. All fees will be due within 30 days from execution of the Order (for initial fees) and within 30 days from the applicable invoice (for subsequent fees). All fees are in USD and are non-cancelable and non-refundable except as otherwise set forth herein.
  • Points. In addition to fees as described above, Customer will be required to purchase points to be allocated amongst Resident accounts as part of the Program (“Points”). Points may be used to reward Resident behavior such as on-time rent payments, lease renewals, and referrals, and may be redeemed by Residents for gift cards or other rewards supported by the Platform. The annual base fee may include a certain number of Points as described in the applicable Order or Customer’s then-current pricing documentation. Customer will be required to maintain at least enough Points in its account to cover monthly rent payment rewards for all participating Residents.
  • Taxes. All fees and prices are exclusive of taxes, and Customer will be responsible for paying any sales, use, value-added, or similar taxes on any transactions hereunder (excluding taxes on CasaPerks’ net income).

5. Term and Termination.

  • Term. The term of this Agreement will commence on the Effective Date set forth on the Order and will continue for the Initial Term set out on the Order, at which point it will automatically renew for consecutive one year renewal periods unless either party gives at least 60 days’ prior written notice of non-renewal (collectively, the “Term”).
  • Termination. Either party may terminate this Agreement immediately for cause upon written notice if the other party materially breaches this Agreement and does not cure such breach within 30 days from receipt of written notice thereof.
  • Suspension. CasaPerks may suspend Customer’s or any Resident’s access to the Platform if: (i) Customer materially breaches this Agreement or the Resident materially breaches any Resident Agreement; or (ii) CasaPerks determines in good faith that such suspension is necessary to avoid possible harm to CasaPerks’, Customer’s, a Resident’s, or any other party’s property, systems, or information. CasaPerks will notify Customer of any such suspension as soon as commercially practicable.
  • Effect of Termination; Survival. Termination or expiration of this Agreement will not affect any obligations or liabilities that accrued prior to such termination or expiration. Upon termination or expiration, each party will cease use of any the other party’s Trademarks as soon as commercially practicable. Sections 2.2-2.4, 5.4, 6, 7.2, and 8-10 will survive any termination or expiration of this Agreement. After termination or expiration, unless otherwise agreed by the parties in writing, CasaPerks will offer a [60 day] grace period for Residents to access their accounts and redeem any existing Points balance, after which CasaPerks will be under no obligation to allow further access or redemption. [Note: How do you want to handle resident accounts/rewards upon termination? I thought a 60 day grace period might make sense, but we can handle however you like.]

6. Confidentiality.

  • Definition. “Confidential Information” means any non-public information provided by one party (“Discloser”) to the other party (“Recipient”) hereunder that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Confidential Information does not include information that: (i) is already known to Recipient, without confidentiality obligations; (ii) is in or enters the public domain through no wrongful act of the Recipient; (iii) is or was lawfully received by Recipient from a third party; or (iv) has been independently developed by Recipient without access to or use of Confidential Information.
  • Protection. Recipient will only use Confidential Information to perform its obligations or exercise its rights under this Agreement. Recipient will not disclose Confidential Information to any individuals or entities except for its affiliates and its and their officers, employees, agents, and representatives who have a need to know such Confidential Information for the purposes of this Agreement and who are bound by reasonable confidentiality obligations protecting such information. Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care). The protections set forth herein will continue to apply to any particular Confidential Information disclosed during the Term for the greater of five years, or so long as such Confidential Information is protected as a trade secret under applicable law.
  • Compelled Disclosure. Notwithstanding the foregoing, if Recipient is required by a binding order of a governmental agency or court of competent jurisdiction to disclose any Confidential Information of Discloser, Recipient will, if legally permitted, provide Discloser with prompt written notice sufficient to allow Discloser an opportunity to appear and object to such disclosure. If such objection is unsuccessful, then Recipient will produce only such Confidential Information as is required by the court order or governmental action.
  • Return or Destruction. Upon termination of this Agreement or at any time at Discloser’s reasonable request, Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that Recipient may retain: (i) any copies permitted or required to be retained under applicable law or necessary for performance of obligations hereunder; and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality hereunder will continue to apply to such retained copies.
  • Usage Data. “Usage Data” means aggregated or otherwise anonymized technical or usage data relating to the use and performance of the Platform. Usage Data is part of CasaPerks’ Confidential Information and CasaPerks may collect, use, and disclose Usage Data to improve its offerings and for other legitimate purposes.

7. Warranties and Disclaimers.

  • Warranties. Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or organization and has full power and authority under applicable laws, rules or regulations to enter into and perform its obligations and engage in the activities contemplated under this Agreement; (ii) its entry into this Agreement and performance hereunder does not and will not conflict with or violate any agreement or obligation it has to any third party; and (iii) it is and will remain fully in compliance with all applicable laws, rules, and regulations.
  • Disclaimers. EXCEPT AS EXPRESSLY SET FORTH ABOVE, CASAPERKS PROVIDES THE PLATFORM ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SAME, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. CASAPERKS DOES NOT GUARANTEE THAT THE PLATFORM WILL BE ERROR-FREE AND DOES NOT GUARANTEE ANY PARTICULAR RESULTS FROM USE OF THE PLATFORM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED WARRANTIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. CASAPERKS WILL NOT BE LIABLE FOR ANY ACTS AND OMISSIONS OF CUSTOMER OR ANY THIRD PARTY BEYOND CASAPERKS’ REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, RESIDENTS AND BRANDS OR PROVIDERS OFFERING OR REDEEMING GIFT CARDS VIA THE PLATFORM.

8. Indemnity.

  • By CasaPerks. CasaPerks will indemnify, defend, and hold Customer harmless from and against any losses, liabilities, damages, fees, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred in connection with a third-party claim to the extent arising out of any allegation that the Platform infringes any third party’s intellectual property rights. However, CasaPerks will have no obligation for any claims arising out of: (i) misuse or modification of the Platform, (ii) combination of the Platform with any components not provided by CasaPerks, or (iii) CasaPerks’ conformance with Customer’s specific requirements or instructions. If a claim of infringement is threatened or occurs, CasaPerks may modify the Platform to be non-infringing, obtain a license for CasaPerks to use the Platform, or (if neither of the foregoing are commercially feasible) terminate this Agreement and refund to CasaPerks all prepaid, unused Fees. The provisions of this Section 8.1 set forth CasaPerks’ entire liability, and Customer’s exclusive remedy, for any third-party claims of infringement.
  • By Customer. Customer will indemnify, defend, and hold CasaPerks harmless from and against any Losses it may incur in connection with a third-party claim to the extent arising out of Customer’s use of the Platform, other than those claims that CasaPerks has indemnified Customer against under Section 8.1 above.
  • Scope. Each party will indemnify, defend, and hold harmless the other party against any liabilities, costs, and expenses (including without limitation reasonable attorney’s fees) incurred in connection with any third-party claim to the extent based on the indemnifying party’s: (i) breach of the representations and warranties set forth herein; or (ii) own products, services, or offerings (including, as to Customer, any Resident claims regarding lease terms or the Program other than to the extent caused by CasaPerks’ gross negligence or willful misconduct).
  • Procedure. In the event of an indemnified claim, the party seeking indemnity will: (i) provide the other party prompt written notice of such claim, provided that no delay will affect the indemnifying party’s obligations except to the extent such delay was materially prejudicial to it; (ii) grant the indemnifying party the right to defend any such claim with its counsel of choice, provided that the indemnifying party will not settle such claim in any way that imposes any liabilities or obligations on the indemnified party without its prior written consent; and (iii) provide reasonable assistance and information to facilitate the defense and settlement of the claim, at the indemnifying party’s expense. The indemnified party may participate in the defense or settlement of such claim at its own expense and with its own choice of counsel.

9. Limitation of Liability.

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR LOST BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY TOTAL AMOUNTS IN EXCESS OF THE AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS BEFORE THE EVENTS GIVING RISE TO THE CLAIM. THIS SECTION WILL NOT LIMIT A PARTY’S LIABILITY FOR INDEMNITY OBLIGATIONS UNDER SECTION 8 OR BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6.

10. General Provisions.

  • Publicity. Each party grants the other party a limited, non-exclusive right to use and display its Trademarks during the Term for purposes of accurately disclosing and promoting the relationship hereunder and otherwise carrying out its obligations hereunder. Each party acknowledges and agrees that all intellectual property rights in and to the other party’s Trademarks are and will remain the sole property of such other party, and all use of a party’s Trademarks hereunder will inure to the benefit of such party. Each party will comply with any reasonable policies and standards provided from time to time by the other party regarding use of its Trademarks. Nothing in this Agreement transfers any right, title, or interest in any Trademarks from one party to the other.
  • Governing Law; Mandatory Arbitration. This Agreement will be governed by the laws of the State of Texas, without regard to its conflicts of law rules. The parties agree that any disputes arising in connection with the Platform or these terms will be exclusively resolved through binding arbitration administered in Travis County, Texas by the American Arbitration Association using its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party will have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. The prevailing party in any proceeding arising out of this agreement will be entitled to reasonable attorney’s fees and costs incurred by that party.
  • Assignment. Neither party may assign, subcontract, or otherwise delegate its obligations under this Agreement without the other party’s prior written consent, which will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may transfer or assign this Agreement to an affiliate or to the successor entity in the event of a merger, stock sale, or sale of substantially all assets. Subject to the foregoing, this Agreement will be for the benefit of, and binding upon, each party’s permitted successors and assigns.
  • Notices. Notices will be in writing or email and sent to the applicable address set forth on the Order (for Customer) or [CONTACT] (for CasaPerks). Notices will be considered as properly received: (i) when delivered, if delivered in person; (ii) one business day after dispatch, if dispatched by an overnight delivery service that provides signed acknowledgment of receipt; or (iii) three business days after deposit in the U.S. Mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested. A party may change its address by providing written notice to the other party.
  • Severability. If any provision of this Agreement is held illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
  • Waiver. No waiver of a breach of any provision of this Agreement by either party will constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by a duly authorized representative of the waiving party.
  • Force Majeure. Neither party will be liable for any failure in its performance (other than non-payment) to the extent such failure or delay is due to a cause beyond such party’s reasonable control, which may include, without limitation, acts of God, war, natural disaster, strike, lockout, labor dispute, fire, serious accident, or act of government.
  • Relationship. The relationship between the parties will be that of independent contractors and in no event will they be considered in an employer/employee, partnership, or fiduciary relationship.
  • Changes to Terms. CasaPerks may change these terms from time to time in its sole discretion by posting an updated version of these Terms on its website. No such changes will take effect as between the parties until the next renewal (or new Order) after such change has been posted.
  • Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof, supersedes any prior agreements, oral or written, between the parties regarding the subject matter, and subject to Section 10.9 may not be amended or modified except in writing as mutually agreed upon by the parties.
  • Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, but all such counterparts will together constitute but one and the same instrument.
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