RealPage Payments Services
RealPage Payments Services ResidentDirect Product Center
Terms and Conditions
These Terms and Conditions are subject to and by this reference made part of the (i) RealPage Master Agreement, including the Product Center Use Agreement terms, (ii) Products and Services Master Agreement, or (iii) RealPage One Master Agreement executed between RealPage and Manager (as appropriate, the “Master Agreement”), and apply to the ResidentDirect Product Center identified on an Order Form. The ResidentDirect Product Center is provided by RealPage Payments Services LLC (“RPPS”), a wholly owned subsidiary of RealPage, Inc., and a licensed money services business. Capitalized terms used in these Terms and Conditions that are defined in the Master Agreement and not otherwise defined herein shall have the meanings assigned in the Master Agreement.
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 Site Owner 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 Site Owner through an integration between Site Owner’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 and these Terms and Conditions, RPPS grants Site Owner a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to display the Widget on Site Owner’s applicable Portal.
- 1.3. Notwithstanding anything to the contrary in the Governing Documents, RPPS and Site Owner agree that in providing the Service, RPPS is acting as agent for the payor Resident. Site Owner acknowledges that it may be necessary for RPPS to contact Site Owner regarding Debit Transactions, and when RPPS makes such contact, it is doing so as agent for the Resident and Site Owner 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 Site Owner 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 Site Owner, if not otherwise prohibited the Rules or Card Association requirements, upon RPPS’ discovery of any occurrence that may delay transmission of the data file.
- 2.3. RPPS incurs liability and obligations to remit Payment funds to Site Owner upon deposit of sufficient funds into the RPPS clearing account.
- 2.4. RPPS will designate specific personnel to work with Site Owner in support of the implementation and efforts to respond to Site Owner-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. Site Owner Obligations All Payments received by Site Owner shall be processed as follows:
- 3.1. Site Owner shall establish and maintain for the term of the license for the RealPage Payments Product Center(s) a Site Owner account at a financial institution (the “Settlement Account”) for the purpose of allowing RPPS to credit Payments to Site Owner. Site Owner hereby authorizes RPPS to effect electronic credits and debits to the Settlement Account and Site Owner agrees to execute any documentation required to evidence the grant of such authority.
- 3.2. Site Owner 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 Site Owner acknowledges that RPPS shall not have the obligation to credit any Payment where:
- 4.1. Resident initiates a debit transaction on a Payment account that does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of the Payment account.
- 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) Site Owner 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, Site Owner agrees to maintain in its Settlement Account an amount reasonably determined by RPPS to cover all reversed Debit Transactions and associated fees incurred by Site Owner for a period of 90 days (the “Charges”). If the amount in Site Owner’s Bank Account is not adequate to cover the Charges, Site Owner agrees to pay RPPS the amount it owes under the provisions of the Master Agreement relevant to the Payments Product Center(s), 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 Manager and/or Site Owner 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 THIS AGREEMENT 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 HEREUNDER, 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.