RealPage Payment Services
RealPage Payment Services ResidentDirect Product Center
Terms and Conditions
Please carefully read the foregoing RealPage Payments Services Resident Direct Product Center Terms and Conditions (the “Terms and Conditions”). By executing and initialing the corresponding portion of the order form (“Order Form”) that incorporates by reference these Terms and Conditions, the parties to the Order Form shall have created a binding, legally enforceable obligation for RealPage Payments Services LLC (“RPPS”) (a wholly owned subsidiary of RealPage, Inc. and a licensed money services business) to provide, and Subscriber (as identified on the Order Form) to accept and pay for, the Resident Direct Product Center identified on the Order Form for the fees set forth in a schedule of charges that references these Terms and Conditions (the “SOC”), if applicable, according to these Terms and Conditions and the Order Form, and any amendment or addendum thereto (individually, a “Governing Document,” or collectively, the “Governing Documents”).
Subscriber should access and review these Terms and Conditions regularly for any changes. If Subscriber determines that these Terms and Conditions are unacceptable at any time, then Subscriber must immediately discontinue its access to or use of the ResidentDirect Product Center. Subscriber’s access to or use of the ResidentDirect Product Center after RPPS has made such changes available, will constitute Subscriber’s agreement to such changes.
1. ResidentDirect Services
- 1.1. Through the ResidentDirect Product Center, RPPS provides money transmission services (the “Service”) to apartment community residents (each, a “Resident”) who utilize RPPS to electronically pay their rent and associated property fees. At a Resident’s instruction, RPPS will process a payment to a merchant or creditor in an amount designated by the Resident (the “Payment”). RPPS will collect and electronically deliver to Subscriber as payee Payments submitted by Residents, debited from the Residents’ designated bank accounts or credit card accounts (the “Debit Transactions”).
- 1.2. RPPS delivers the Payment and Payment transaction data files to Subscriber through an integration between Subscriber’s property website or tenant portal (collectively, “Portal”) and the RPPS ResidentDirect widget (”Widget”). The Widget allows Residents to access the Service and view RPPS content on the Portal, including applicable terms and conditions and privacy notices. Subject to and conditional upon compliance at all times with the Governing Documents , RPPS grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to display the Widget on Subscriber’s applicable Portal.
- 1.3. Notwithstanding anything to the contrary in the Governing Documents, RPPS and Subscriber agree that in providing the Service, RPPS is acting as agent for the payor Resident. Subscriber acknowledges that it may be necessary for RPPS to contact Subscriber regarding Debit Transactions, and when RPPS makes such contact, it is doing so as agent for the Resident and Subscriber agrees to provide the Resident information requested by RPPS.
2. RPPS Obligations RPPS shall process all Payments transmitted by RPPS as follows:
- 2.1. Prior to initiating any Debit Transaction, RPPS shall obtain from the applicable Resident a Service account registration and authorization to conduct money transmission activities on the Resident’s behalf.
- 2.2. RPPS will electronically transmit to Subscriber a data file containing Payment instructions on a daily basis. The data file will conform to Federal Treasury and Card Association standard specifications necessary to facilitate the Debit Transactions. RPPS will notify Subscriber, if not otherwise prohibited by the Rules (as defined in the Payments Addendum) or Card Association requirements, upon RPPS’ discovery of any occurrence that may delay transmission of the data file.
- 2.3. RPPS will electronically deposit the Payment funds, less the funds for reversed Debit Transactions calculated pursuant to Section 3.2, into the designated account no later than three (3) Business Days following the date of data file transmission. A “Business Day” is defined as each day (Monday through Friday) that is not a Federal Reserve holiday.
- 2.4. RPPS will designate specific personnel to work with Subscriber in support of the implementation and electronic delivery of Payments. RPPS will use commercially reasonable efforts to respond to Subscriber-initiated research requests involving Payments upon reasonable notice to RPPS on Business Days during normal business hours (9:00 a.m.-5:00 p.m. CST).
3. Subscriber Obligations All Payments received by Subscriber shall be processed as follows:
- 3.1. Subscriber shall establish and maintain for the term of the Governing Documents a Subscriber account at a financial institution (the “Settlement Account”) for the purpose of allowing RPPS to credit Payments to Subscriber. Subscriber hereby authorizes RPPS to effect electronic credits and debits to the Settlement Account and Subscriber agrees to execute any documentation required to evidence the grant of such authority.
- 3.2. Subscriber accepts full financial responsibility for any reversed Debit Transaction arising from a Payment credited to the Settlement Account. Reversal Debit Transactions occur when a Resident submits a Payment instruction without sufficient funds to satisfy and complete the Debit Transaction. This obligation is unconditional.
4. Exceptions Subscriber acknowledges that RPPS shall not have the obligation to credit any Payment where:
- 4.1. Resident initiates a Debit Transaction at a financial institution not accessible through the Automated Clearing House (“ACH”) or utilizes a credit card ineligible for processing in accordance with the Credit Card Associations merchant rules.
- 4.2. Resident provides to RPPS incomplete or inaccurate bank or credit card account information.
- 4.3. Resident fails to satisfy or is otherwise prohibited from using the Service due to Bank Secrecy Act, Anti Money Laundering, or other regulatory requirements and restrictions imposed by the Rules or the Card Associations.
5. Termination of Service In addition to any other termination provisions in the Governing Documents, without prejudice to any other rights, RPPS may, without prior notice, immediately suspend or terminate the Service hereunder if, in its reasonable judgment: (i) reversed Debit Transactions are excessive as determined by RPPS’ sole discretion; (ii) Subscriber fails to maintain sufficient funds in its Settlement Account to meet its obligations hereunder; (iii) RPPS cannot perform its duties under these Terms and Conditions for whatever reason including, but not limited to, suspension or revocation of RPPS’ money services business license(s). Following the suspension or termination of the Service, Subscriber agrees to maintain in its Settlement Account an amount reasonably determined by RPPS to cover all reversed Debit Transactions and associated fees incurred by Subscriber for a period of 90 days (the “Charges”). If the amount in Subscriber’s Bank Account is not adequate to cover the Charges, Subscriber agrees to pay RPPS the amount it owes under the Payments Addendum, together with all costs and expenses incurred to collect that amount, including reasonable attorneys’ fees, either during the Term or any time thereafter upon demand. Notwithstanding the foregoing and where not otherwise prohibited by law, the Rules, or where RPPS suspects fraud, RPPS will use reasonable efforts to provide prior notice of any suspension or termination to Subscriber whenever possible.
6. Warranty, Disclaimer, and Limitations of Liability
- 6.1. Each party covenants that it will comply with the Rules in performing its obligations under these Terms and Conditions.
- 6.2. BECAUSE OF THE EXTREME DIFFICULTY OF FIXING ACTUAL DAMAGES FOR ANY FAILURE OF RPPS TO PERFORM ITS OBLIGATIONS HEREUNDER, OR FROM ANY FAILURE OF RPPS TO PERFORM ANY OBLIGATIONS IMPOSED BY LAW, THE PARTIES AGREE THAT RPPS’ AGGREGATE LIABILITY HEREUNDER, IF ANY, SHALL BE LIMITED TO LIQUIDATED DAMAGES IN THE AMOUNT OF TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) IN THE AGGREGATE FOR ALL SUCH FAILURES IN ANY 12 MONTH PERIOD; PROVIDED HOWEVER, THAT SUCH LIMITATION SHALL NOT APPLY TO RPPS’ OBLIGATION PURSUANT TO THE GOVERNING DOCUMENTS TO DELIVER THE DOLLAR AMOUNTS EQUIVALENT TO THE RESIDENTS’ PAYMENTS COLLECTED IN CONNECTION WITH THE SERVICE.
- 6.3. RPPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL RPPS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE OR NONPERFORMANCE OF ANY OF RPPS’ DUTIES UNDER THE GOVERNING DOCUMENTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, OR FOR ANY LOSS OR DAMAGE TO CLIENT, DIRECT OR CONSEQUENTIAL, ARISING OUT OF OR IN ANY WAY RELATED TO ACTS OR OMISSIONS OF THIRD PARTIES.
7. Independent Contractor Each party shall perform its obligations hereunder as an independent contractor, and nothing contained herein shall be deemed or construed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party.