SOW Services Terms and Conditions
These SOW Services Terms and Conditions are subject to and governed by 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 Client (as appropriate, the “Master Agreement”). These Terms and Conditions apply to any services provided by RealPage pursuant to an SOW and/or Order Form executed by RealPage and Client (the “SOW Services”). Capitalized terms used in these Terms and Conditions shall have the meanings assigned in the Master Agreement unless otherwise defined in these Terms and Conditions. References in these Terms and Conditions to “RealPage” mean the RealPage Party that provides the applicable SOW Services. RealPage reserves the right to update the terms of these Terms and Conditions from time to time without notice to Client. RealPage recommends that Client review these Terms and Conditions on this website from time to time. Client’s continued access to and use of the SOW Services shall be deemed to constitute acceptance of any updated terms. The most current version of these Terms and Conditions supersedes all previous versions.
Each SOW or Order Form will set forth in reasonable detail the mutually agreed upon SOW Services to be provided by RealPage—including, without limitation, the scope, Fees, and any applicable deliverables. The performance of the SOW Services is based on the following assumptions:
1.1. RealPage may reasonably rely upon any routine instructions, authorizations, approvals or other information provided by Client from time-to-time corresponding to the parties’ performance with respect to the SOW Services.
1.2. Client will cooperate with RealPage and provide to RealPage such reasonable assistance, resources, access, information, instructions, authorizations and other input necessary to coordinate the parties’ performance with respect to the SOW Services.
1.3. Client will be responsible for its contractual relationships with third parties and will ensure that such third parties cooperate with RealPage as necessary.
1.4. Client will commit, and make available, personnel who are appropriate for and capable of performing Client’s responsibilities during the course of any SOW Services and will commit the necessary management involvement to support the SOW Services.
1.5. Client will designate a Project Manager to work directly with RealPage personnel and ensure timely delivery of Client’s deliverables.
1.6. Client will perform any tasks assigned to it in an SOW, and will respond to RealPage’s questions and issues raised to Client in a comprehensive and timely manner.
1.7. If the SOW Services require Client to provide data to RealPage, then Client will provide such data in standard formats as reasonably requested by RealPage.
1.8. Client will timely notify RealPage of any significant business event or circumstance that may impact RealPage’s ability to deliver the SOW Services.
1.9. Client will ensure that the SOW Services, as contemplated in an SOW, meet Client’s business requirements and comply with all laws, regulations and policies applicable to Client’s business.
2. Pricing and Billing.
2.1. Any changes to the scope of SOW Services, staffing, or assumptions, may impact the estimated Fees and expenses. The scope of SOW Services and cost estimates contained in an SOW or Order Form are stated in good faith. Any change in scope or estimated Fees will be discussed and documented in a written change order (or other instrument signed by authorized signatories of RealPage and Client) which must be approved by Client before RealPage will be obligated to perform the related work.
2.2. Client will be invoiced for Fees set forth on Order Forms and any Change Orders specifically approved in writing. Unless otherwise specified in an SOW or Order Form, the invoicing and payment terms of the Master Agreement will govern.
2.3. Client will be billed for reasonable out-of-pocket expenses (including, as applicable, airfare, mileage, parking, transportation, lodging, meals and other incidental expenses) incurred each month in delivering the SOW Services. Expenses incurred as a result of weather delays and/or mechanical issues must also be reimbursed by Client. In the event an on-site Services engagement is cancelled by Client after travel and/or lodging has been booked, Client agrees to pay all applicable cancellation and/or change fees
2.4. In the event of termination, Client will pay RealPage for all SOW Services rendered and expenses incurred on or prior to the date of termination.
2.5. Client will pay any tax (and related interest and penalties) imposed on Client under applicable law relating to Client’s access to or use of the SOW Services.
2.6. The amount of time required to complete the SOW Services is dependent in part upon work to be performed by Client’s personnel, the accuracy of the assumptions outlined in Section 1, and other variables not under RealPage’s control.
RealPage warrants, solely to Client, that it will perform the SOW Services in a good and workmanlike manner. As Client’s sole remedy and RealPage’s sole obligation for breach of such warranty, RealPage will re-perform (at no additional cost to Client) any portion of the SOW Services that is not in compliance with this warranty—so long as Client notifies RealPage of such failure in writing within a reasonable time (not to exceed 30 days) after the applicable SOW Services were performed. Except as set forth in this Section 3, RealPage does not make any warranty, express or implied, to Client or any third party with respect to any SOW Services or the results obtained from any SOW Services, including without limitation any warranty of merchantability or fitness for a particular purpose.
4.1. Any inaccuracies of the assumptions set forth in Section 1 may cause changes to the corresponding SOW schedule, Fees, expenses, deliverables, and level of effort required, and may otherwise impact the delivery of SOW Services under such SOW.
4.2. RealPage will not be responsible for any failure to perform SOW Services to the extent such failure is due to the inaccuracy of any assumption in Section 1.
4.3. RealPage is not a law firm or tax expert and does not offer or provide legal advice, tax advice, or tax preparation (as that term is defined by the Internal Revenue Code or otherwise) services. Any SOW Services provided by RealPage are not, nor are they intended to constitute, legal advice, tax advice or tax preparation services. Client agrees to separately consult with a qualified legal or tax professional for any legal or tax advice, or tax preparation services.
4.4. REALPAGE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUES) FOR ANY MATTER RELATED TO OR ARISING IN CONNECTION WITH THE SOW SERVICES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
4.5. THE AGGREGATE LIABILITY OF REALPAGE FOR ANY MATTER RELATED TO OR ARISING IN CONNECTION WITH THE SOW SERVICES WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO REALPAGE FOR THE SOW SERVICES ON WHICH THE CLAIM IS BASED. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF THE LIMITED REMEDIES HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.