Master Subscription Agreement

RENT CENTRIC, INC. TERMS OF USE:

BY CHECKING THE "I ACCEPT" CHECKBOX DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF RENT CENTRIC, INC.'S ONLINE SERVICE (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT CHECK THE "I ACCEPT" CHECKBOX AND MAY NOT USE THE SERVICE.

 

Welcome 

As part of the Service, Rent Centric, Inc. will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Rent Centric, Inc. website incorporated by reference herein, including but not limited to Rent Centric, Inc.'s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

 

The Service is offered in following edition:

 - Rent Centric On-Demand Edition

  

1. Privacy & Security; Disclosure

 Rent Centric, Inc.'s privacy and security policies may be viewed at http://www.rentcentric.com. Rent Centric, Inc. reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individuals, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Rent Centric, Inc. from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference. Note that because the Service is a hosted, online application, Rent Centric, Inc. occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Rent Centric, Inc. can disclose the fact that you are a paying customer and the edition of the Service that you are using.

 

2. License Grant & Restrictions

Rent Centric, Inc. hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Rent Centric, Inc. and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

 

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Rent Centric, Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Rent Centric, Inc. immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Rent Centric, Inc. user or provide false identity information to gain access to or use the Service.

 

4. Account Information and Data

Rent Centric, Inc. does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Rent Centric, Inc., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Rent Centric, Inc. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Rent Centric, Inc. will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Rent Centric, Inc. reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Rent Centric, Inc. shall have no obligation to maintain or forward any Customer Data.

 

5. Intellectual Property Ownership

 Rent Centric, Inc. alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Rent Centric, Inc. Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Rent Centric, Inc. Technology or the Intellectual Property Rights owned by Rent Centric, Inc. . The Rent Centric, Inc. name, the Rent Centric, Inc. logo, and the product names associated with the Service are trademarks of Rent Centric, Inc. or third parties, and no right or license is granted to use them.

 

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Rent Centric, Inc. and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Rent Centric, Inc. does not endorse any sites on the Internet that are linked through the Service. Rent Centric, Inc. provides these links to you only as a matter of convenience, and in no event shall Rent Centric, Inc. or its licensors be responsible for any content, products, or other materials on or available from such sites. Rent Centric, Inc. provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

 

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable, as per the Rent Centric, Inc. pricing model you have subscribed to. You are responsible for paying for all Vehicle licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Rent Centric, Inc. with valid credit card and approved order information as a condition to signing up for the Service. Added licenses will be subject to the following: (i) added licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Rent Centric, Inc. reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.

 

8. Billing and Renewal

Rent Centric, Inc. charges and collects in advance for use of the Service. Rent Centric, Inc. will automatically renew and bill your credit card or issue an invoice to you (a) at time of subscription for initial setup amounts (b) every month for monthly licenses, (c) every quarter for quarterly licenses, (d) each year on the subsequent anniversary for annual licenses, or (e) as otherwise mutually agreed upon. Fees for other services will be charged on an as-quoted basis. Rent Centric, Inc.'s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only Canada (federal or provincial) taxes based solely on Rent Centric, Inc.'s income.

You agree to provide Rent Centric, Inc. with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Rent Centric, Inc. reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Rent Centric, Inc. in its discretion determines otherwise, all entities will be billed in U.S. dollars and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Rent Centric, Inc..

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

 

9. Non-Payment and Suspension

In addition to any other rights granted to Rent Centric, Inc. herein, Rent Centric, Inc. reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Rent Centric, Inc. initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Rent Centric, Inc. may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Rent Centric, Inc. reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Rent Centric, Inc. has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

 

10. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the effective date of the Service. The Initial Term is one month. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Rent Centric, Inc.'s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) business days prior to the date of the invoice for the following term. 

 

11. Termination for Cause 

Any breach of your payment obligations or unauthorized use of the Rent Centric, Inc. Technology or Service will be deemed a material breach of this Agreement. Rent Centric, Inc., in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Rent Centric, Inc. may terminate a free account at any time in its sole discretion. You agree and acknowledge that Rent Centric, Inc. has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 10 days of notice of such breach.

 

12. Representations & Warranties 

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Rent Centric, Inc. represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Rent Centric, Inc. help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

 

13. Mutual Indemnification 

You shall indemnify and hold Rent Centric, Inc., its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Rent Centric, Inc. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Rent Centric, Inc. of all liability and such settlement does not affect Rent Centric, Inc.'s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. 

Rent Centric, Inc. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a © Copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Rent Centric, Inc. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Rent Centric, Inc.; provided that you (a) promptly give written notice of the claim to Rent Centric, Inc.; (b) give Rent Centric, Inc. sole control of the defense and settlement of the claim (provided that Rent Centric, Inc. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Rent Centric, Inc. all available information and assistance; and (d) have not compromised or settled such claim. Rent Centric, Inc. shall have no indemnification obligation, and you shall indemnify Rent Centric, Inc. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

 

14. Disclaimer of Warranties 

RENT CENTRIC, INC. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. RENT CENTRIC, INC. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY RENT CENTRIC, INC. AND ITS LICENSORS.

 

15. Internet Delays 

RENT CENTRIC, INC.'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. RENT CENTRIC, INC. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

16. Limitation of Liability 

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

17. Additional Rights 

In the case that certain provinces and/or jurisdictions not allow for the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, the exclusions set forth above may not apply to you.

 

18. Local Laws and Export Control 

This site provides services and uses software and technology that may be subject to Canada export controls administered by the Canadian Government. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which Canada maintains an embargo (collectively, "Embargoed Countries"), or to a national or resident thereof, or any person or entity on the Canadian Government list of embargoed countries and are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or designated national. You agree to comply strictly with all Canadian export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. 

This site may use encryption technology that is subject to licensing requirements under the Canadian Government export regulations.

 Rent Centric, Inc. and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside Canada , you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Canadian law is prohibited.

 

19. Notice

 Rent Centric, Inc. may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Rent Centric, Inc.'s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Rent Centric, Inc.'s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Rent Centric, Inc. (such notice shall be deemed given when received by Rent Centric, Inc.) at any time by any of the following: letter sent by confirmed facsimile to Rent Centric, Inc. at the following fax number: (416) 250-1082; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Rent Centric, Inc. at the following address: Rent Centric, Inc., One Dundas Street West, Suite 2500, Toronto, Ontario, Canada, M5G 1Z3, addressed to the attention of: Chief Financial Officer.

 

20. Modification to Terms 

Rent Centric, Inc. reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Rent Centric, Inc. website (https://www.rentcentric.com/company/terms/) . You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

 

21. Assignment 

This Agreement may not be assigned by you without the prior written approval of Rent Centric, Inc. but may be assigned without your consent by Rent Centric, Inc. to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

 

22. General 

This Agreement shall be governed by the laws of Canada , without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Toronto , Ontario , Canada . No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Rent Centric, Inc. as a result of this agreement or use of the Service. The failure of Rent Centric, Inc. to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Rent Centric, Inc. in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Rent Centric, Inc. and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

 

23. Definitions 

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Rent Centric, Inc. website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Rent Centric, Inc. from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by checking the "I have read and agreed to the Subscription Agreement" checkbox presented on the screen linking to this Agreement or the date you begin using the Service; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, © Copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Vehicles are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means Rent Centric, Inc.'s online application that allows the License Administrator designated by you to, among other things, add additional Vehicles to the Service; "Rent Centric, Inc." means collectively Rent Centric, Inc., an Ontario corporation, having its principal place of business at One Dundas Street West, Suite 2500 Toronto, Ontario, Canada, M5G 1Z3; "Rent Centric, Inc. Technology" means all of Rent Centric, Inc.'s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Rent Centric, Inc. in providing the Service; "Service(s)" means the specific edition of Rent Centric, Inc.'s online customer management, vehicle rental management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Rent Centric, Inc., accessible via http://www.rentcentric.com or another designated web site or IP address, or ancillary services rendered to you by Rent Centric, Inc., to which you are being granted access under this Agreement, including the RentCentric.com Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Rent Centric, Inc. at your request).

 

24. Refund Policy 

All charges are 100% refundable within 3 days of your signup date. If you are not satisfied with your service please notify us directly within 3 days of your signup date to request a refund.