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OBLIGO PLATFORM TERMS AND CONDITIONS
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND REGISTERING FOR, ACCESSING,
AND/OR USING THE OBLIGO SERVICES.
Obligo Inc. (“Obligo”) provides a suite of services for landlords, property management companies, and tenants to facilitate
rental move-ins and move-outs, including the provision of security deposit alternative products via a proprietary online
platform, API, and embedded widgets, as applicable (together, the “Obligo Platform”). Any and all such services provided
via the Obligo Platform shall be referred to herein as the “Obligo Services.”
By accepting these Terms & Conditions (the “Agreement”), you (an individual who or an authorized representative of an
entity that manages, operates, and/or leases rental properties (each, “Company”)) acknowledge that you are entering
into an agreement with Obligo and Obligo S.P.V, Inc., a subsidiary of Obligo (“Obligo SPV”), and that you have read,
understood, and agree to comply with the terms of this Agreement on behalf of Company. If Company does not agree to
be bound by this Agreement, please do not access or use the Obligo Services. Company’s Agreement becomes effective
immediately upon commencement of Company’s use of the Obligo Services.
1. Changes to this Agreement. Obligo may revise and
update this Agreement from time to time at its sole
discretion (each such revision, a “Terms Update”). All
Terms Updates shall be effective thirty (30) days after
they are posted on www.obligo.com or otherwise
communicated to Company, including via the Obligo
Platform. Company’s continued use of the Obligo
Services following the effective date of each Terms
Update means that it accepts and agrees to the Terms
Update. If Company does not wish to be bound by a
Terms Update, Company must, prior to the relevant
effective date, cease to offer any of the Obligo Services to
new tenants.
2. Definitions. Capitalized terms not otherwise defined
have the meaning set forth below.
“Billing Authorization” means a commitment by a Tenant
to pay Charges submitted by Company, via the Obligo
Platform, in an aggregate amount not to exceed the
Billing Authorization Value.
“Billing Authorization Service” means the services
provided through the Obligo Platform that permit the
collection of Charges from Billing Authorizations.
“Billing Authorization Term” means the period described
in Section 4 hereto.
“Billing Authorization Value” means the aggregate
amount of money available for payment of Charges
against an individual Billing Authorization, as specified in
the Obligo record for such Billing Authorization.
“Charge” or “Charges” means an amount of money
Company determines is owed by Tenant and requests
Obligo to charge, receive, facilitate, and/or collect
through a Billing Authorization.
“Charge Advance” means an advance payment of the full
Charge amount to Company following submission of a
Charge by Company.
“Lease Agreement” means the agreement entered into
between Company or a landlord, as applicable, and a
Tenant for the rental of a residential unit.
“Letter of Credit” means a traditional standby letter of
credit obtained by Obligo, on behalf of Tenants, from a
third-party bank partner, established for the purpose of
paying Charges to Company.
“Obligo Billing Authorization Deposit” means an amount
paid by Tenant to Obligo to collateralize their Billing
Authorization.
“Participating Rental Properties” means Rental
Properties nominated by Company and accepted by
Obligo for participation in the Obligo Services.
“Payment Service Provider” means a third-party
payment service provider that Obligo uses to effectuate
payments related to the Obligo Services.
“Preauthorized Payment Method(s)” means a Tenant’s
credit card, debit card, and/or bank account,
preauthorized by Tenant for the purpose of paying
Charges up to the Billing Authorization Value.
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“Portfolio Assessment” means the provision of historical
lease data, including deductions from Security Deposits
and other information about a Company’s residential
rental portfolio.
“Rental Property” means a residential property that
Company owns, leases, or manages for the purpose of
renting to Tenants.
“Security Deposit” means a cash payment by Tenant,
defined in a Lease Agreement, that is held by Company
and designated for Company’s use in the event Company
determines Tenant owes some amount of money under
the Lease Agreement.
“Service Fee” means the non-refundable fee(s) charged
by Obligo for the Billing Authorization Service and/or use
of the Obligo Services.
“Tenant” means a person or persons who rent(s) a rental
unit from Company pursuant to a Lease Agreement.
“Tenant Information” means data and information that
Company provides to Obligo, which may include Tenant’s
name, telephone number, email address, rental unit,
Security Deposit amount, Lease Agreement terms, date
of move-in and move-out, the notice date of and reason
for move-out, tenancy status, rent payment status,
Tenant financial reports, any owed balance at move-out,
and other relevant information, including updates about
changes to this information, to be used by Obligo for the
provision of the Obligo Services, all subject to applicable
law.
3. Participating Rental Properties
a. Applicability. This Agreement shall only apply to
Participating Rental Properties agreed upon by both
parties in the manner described below, and which
list of Participating Rental Properties may be
amended from time to time.
b. Property Nomination Procedure. Company shall
identify the Rental Properties for which it wishes to
utilize the Obligo Services. Obligo shall have the
right to accept or reject any identified Rental
Property for receipt of its services and may require
Company to provide data about its Tenant screening
process and/or conduct a Portfolio Assessment.
Removal of a Participating Rental Property from the
Obligo Platform shall be effected in accordance with
the termination procedure provided in Section 13.
c. Authority. Company represents that it is authorized
by the owners of the Participating Rental Properties,
which may or may not include Company itself, to
enter into this Agreement and to bind the owners of
such Participating Rental Properties to the terms of
this Agreement. Company shall be responsible and
liable for the compliance by the owner of the
Participating Rental Properties and other related
entities and persons, including but not limited to
brokers, leasing agents, property management
companies, and software providers, with the terms
of this Agreement.
d. Compliance. Company shall provide Obligo with all
information requested by Obligo or its Payment
Service Providers to enable payments and verify
compliance with any applicable regulations and
industry procedures, including, without limitation,
Know Your Customer/Client procedures relating to
banking and anti-money laundering regulations. The
required information shall usually include but is not
limited to, (i) the full name, address, and tax
identification number of the legal entity associated
with the Participating Rental Property, (ii) the
personal details of a representative of the entity
including their full name, social security number,
address, email, and phone number, and (iii)
payment account details (such information, the
“Company Information”).
4. Billing Authorization Service
a. Description. The Billing Authorization Service
provides Company with the ability to collect
payment on Charges up to the Billing Authorization
Value.
i. Obligo Billing Authorization Deposits. A Tenant
may contribute an Obligo Billing Authorization
Deposit to (i) qualify for the Billing Authorization
Service and/or (ii) reduce the total amount of
Service Fees paid to Obligo. Obligo will hold and
manage all Obligo Billing Authorization Deposits
during the Billing Authorization Term and return
Obligo Billing Authorization Deposits to Tenant
upon closure of the Billing Authorization. The
Obligo Billing Authorization Deposit for any
individual Tenant shall not exceed: (1) the
statutory limit for the amount of a Security
Deposit in the jurisdiction in which a relevant
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Participating Rental Property is located or, (2) if no
such limit exists, the limit as determined by Obligo
before the beginning of a Tenant’s Billing
Authorization Term.
ii. Satisfaction of Security Deposit Obligations.
Company acknowledges that Tenants shall be
permitted to subscribe to the Billing Authorization
Service in satisfaction of Tenant’s Security Deposit
obligations under the Lease Agreement.
b. Tenant Application. A Tenant who is interested in
subscribing to the Billing Authorization Service must
first submit an electronic application to Obligo in
accordance with Obligo’s terms and procedures.
Upon receipt of the application, Obligo will evaluate
whether the applicant satisfies its requirements for
the Billing Authorization Service. Obligo may accept
or reject any applicant and establish the Service Fee
and collateralization options available to each
applicant at its sole and absolute discretion.
i. Security Deposit-to-Billing Authorization
Transition. Company may invite Tenants in good
standing with existing Security Deposits to apply
for the Billing Authorization Service and replace
their Security Deposit with a Billing Authorization.
Subject to applicable law, Company will apply the
amount of the Tenant’s Security Deposit to
Tenant’s next rent payment within fourteen (14)
days of Obligo’s notice to Company of Tenant’s
approval for the Billing Authorization Service.
c. Renewal. In the event that a Tenant’s Billing
Authorization is for a period of time that is less than
the term of the lease, including in the case of a lease
renewal, Tenant shall be required to renew the
Billing Authorization or, alternatively, pay a Security
Deposit to Company, such that either a Billing
Authorization or a Security Deposit is in place during
the entirety of their lease term.
i. Company may initiate a modification to the terms
of a Billing Authorization, including the Billing
Authorization Value and Billing Authorization
Term, via the Obligo Platform. A Tenant’s consent
shall be required if any such change would
increase Tenant’s liability or obligations with
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If the Participating Rental Property is located in the state of Kentucky or Tennessee,
Company shall close the Billing Authorization within thirty (30) days of the end of the
tenancy.
respect to the Billing Authorization Service, which
consent may be obtained by the extension of the
Lease Agreement and/or electronically via the
Obligo Platform.
ii. Obligo reserves the right to reevaluate the Service
Fee and/or Obligo Billing Authorization Deposit
requirements for Tenants at renewal.
iii. If Tenant fails to pay the applicable Service Fee at
any time during the Billing Authorization Term (as
defined below), Obligo may require Tenant to
secure their Billing Authorization with an Obligo
Billing Authorization Deposit equal to the Billing
Authorization Value.
d. Billing Authorization Term. The “Billing
Authorization Term” is the period commencing
when a Tenant subscribes to the Billing
Authorization Service and ending upon the (i)
closure of the Tenant’s Billing Authorization by
Company or Obligo, or (ii) the Tenant effectuating a
Billing Authorization to Security Deposit transition
pursuant to Section 4(e)(i).
e. Termination of a Billing Authorization.
i. Company will accept any offer by Tenant or Obligo
to replace a Billing Authorization with a Security
Deposit equal to the Billing Authorization Value. If
Company and Tenant agree to terminate the
Billing Authorization Service in favor of Tenant
paying a Security Deposit, Company shall notify
Obligo and promptly close the Billing
Authorization upon its receipt of such Security
Deposit.
ii. Company shall close all Billing Authorizations by
5:00 PM local time on the last day for Security
Deposit returns or charges to a security deposit
alternative in the jurisdiction where the
Participating Rental Property is located.
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iii. Company shall cooperate with Obligo to maintain
accurate Tenant Information in the Obligo
Platform, including by ensuring that all Tenants’
lease end dates and/or move-out dates, as
applicable, are current at all times. In the absence
of Company’s timely closure of a Billing
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Authorization, as determined by the information
available to Obligo regarding Tenant’s account,
Obligo may, in its sole discretion, independently
close the Billing Authorization without Charges
and return any applicable Obligo Billing
Authorization Deposit to Tenant.
5. Charges
a. Charge Submission. Company may submit a Charge
or Charges through the Obligo Platform, in
accordance with the terms of this Section 5.
i. Permissible Charges. Company shall only make a
Charge against a Billing Authorization if such
Charge: (i) is supported by the appropriate
documentation and notifications that would be
required under applicable law and the Lease
Agreement for deductions to Security Deposits
and/or charges to security deposit alternatives,
and (ii) includes sufficient detail and/or
documentation to enable a reasonable Tenant to
understand its basis. Company shall not submit
Charges for items that: (i) it could not deduct from
a Security Deposit under applicable law, the Lease
Agreement, or its own internal policies, or (ii) have
already been resolved through a legal proceeding
and/or settlement with Tenant, unless such final
judgment and/or settlement specifically provides
that Tenant remains responsible for such Charges.
ii. Value. The total amount of Charges submitted by
Company against a Tenant’s Billing Authorization
may not exceed the lesser of: (i) the applicable
Billing Authorization Value and (ii) the amount
communicated to Tenant in any notice of Charges
provided by Company.
iii. Timing. Charges may not be submitted against a
Tenant’s Billing Authorization if the Tenant has not
signed a lease for residence at the relevant
Participating Rental Property. Charges may only
be submitted upon (i) the conclusion of Tenant’s
lease term, (ii) Tenant’s vacancy and/or lawful
eviction, or (iii) final confirmation that Tenant will
not move into the Participating Rental Property.
Charges may not be submitted after the Billing
Authorization Term.
iv. Precedence. In any case where Tenant has a credit
with Company at the time of vacancy, any amount
Tenant is determined to owe following vacancy
must first be deducted from such credit before
Charges are submitted to Obligo. Company shall
not submit Charges that have already been or are
in the process of being paid to Company directly
by Tenant.
b. Charge Advance. After Company submits a
Charge(s), Obligo will pay a Charge Advance in the
full amount of the Charge(s) to Company within five
(5) business days. Obligo will recoup such Charge
Advance by (1) deducting the Charge(s) from any
available Obligo Billing Authorization Deposit, (2)
charging the Tenant’s Preauthorized Payment
Method(s), and/or (3) agreeing to other payment
terms with Tenant. Company understands and
agrees that Obligo acquires ownership of Tenant’s
obligation to pay any such Charge(s) when Tenant
signs up for the Billing Authorization Service.
c. Letter of Credit. Obligo shall obtain a Letter of
Credit issued by a third-party bank for the benefit of
Company (either individually or in aggregate with
other parties utilizing the Obligo Platform) to
protect against the possibility of Tenant non-
payment of Charges, based on the Portfolio
Assessment provided by Company prior to the
Effective Date of this Agreement. At the beginning
of each calendar quarter during the term of any
active Billing Authorizations entered into by Tenants
pursuant to this Agreement, Obligo shall adjust such
Letter(s) of Credit, as needed, such that the Letter(s)
of Credit has a value greater than the anticipated
non-payment of Charges by Company's Tenants plus
any Obligo Billing Authorization Deposits.
Company hereby assigns to Obligo SPV the right to
make draws upon the Letter(s) of Credit following
Obligo's payment of a Charge Advance, up to the
amount of such Tenant's non-payment of Charges.
d. Charge Disputes & Adjustments.
i. Company bears sole responsibility for ensuring
the correctness and legality of Charges and
compliance with the terms of this Agreement
related to Charge submission. If a Tenant disputes
a Charge, including after Obligo has paid the
related Charge Advance, the responsibility for
resolving such a dispute will lie solely with
Company. Company acknowledges and agrees
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that a Tenant shall have the same right(s) to
challenge the validity or legality of any Charges as
if they were deductions from a Security Deposit.
ii. Obligo may, in its sole discretion, communicate
with Company and Tenant regarding a Charge
dispute, in which case Company shall promptly
respond to Obligo’s requests for information.
iii. If a dispute is resolved in favor of Tenant, or if
Company decides to reduce or waive the amount
of a Charge for any reason, then Company shall
approve a reduction or cancellation of the Charge,
as appropriate, via the Obligo Platform, and
refund the Charge Advance or portion thereof to
Obligo. A reduction or cancellation of Charges will
create a temporary negative balance in
Company’s ledger with Obligo until such refund is
received. Obligo may offset this negative balance
against existing or future amounts owed to
Company by Obligo until such negative balance is
resolved.
iv. To facilitate payment of Charges, Obligo may
provide records of Charge Advance payments to
Tenant or a third-party collection agency with
whom Obligo has contracted for collection of such
Charges.
e. Unusual or Impermissible Charges. Obligo reserves
the right to delay payment of: (i) any individual
Charge by thirty (30) days if it believes the Charge is
inaccurate, fraudulent, illegal, or in violation of this
Agreement or the regulations applicable to Security
Deposit deductions by Company; and/or (ii) all
Charges for up to ninety (90) days if the volume
and/or frequency of Charges for a Participating
Rental Property or Properties materially deviates
from historical patterns or relevant industry
benchmarks, including as provided via Company’s
Portfolio Assessment, so that the parties can
investigate and determine the cause of the
deviation. Under such circumstances, Obligo shall
resume the payment of Charges once it determines
that there is no inaccuracy, fraud, illegality, or
violation, and/or the Charge volume and/or
frequency returns to the expected volume. Obligo
reserves the right to decline to pay any Charge(s)
and/or terminate this Agreement if Obligo
determines that such Charge(s) are inaccurate,
fraudulent, illegal, or in violation of this Agreement
or the regulations applicable to Security Deposit
deductions by Company.
f. Excessive Service Fee Default. Obligo shall remain
obligated to pay Charge Advances on a Tenant’s
Billing Authorization even in the event such Tenant
has defaulted on payment of renewal Service Fees.
Notwithstanding the foregoing, if fifteen percent
(15%) or more of Tenants default on payment of
Service Fees, Obligo may deduct a Tenant’s unpaid
Service Fees from any Charges submitted by
Company against such Tenant’s Billing Authorization
prior to processing the applicable Charge Advance.
6. Cooperation
a. Onboarding. In order to facilitate Company’s
onboarding onto the Obligo Platform, Company
shall complete the following actions within thirty
(30) days of acceptance of this Agreement: (i) access
and update the onboarding hub on the Obligo
Platform, (ii) complete a Portfolio Assessment, (iii)
participate in an onboarding call and complete
account configuration (including the provision of
Company Information as set forth in Section 3(d)),
and (iv) attend a product training session.
b. Implementation of Marketing Materials. Company
shall incorporate new and agreed-upon language
into Company’s marketing, sales, and Tenant
application materials, which shall prompt
prospective tenants to apply for the Billing
Authorization Service.
c. Offer to All Tenants. Company shall ensure that the
opportunity to apply for the Billing Authorization
Service is presented to all new Tenants at the
Participating Rental Properties. Such offer may be
embedded into other software services that
Company uses for onboarding in satisfaction of this
requirement. Company and Obligo will cooperate to
inform new and existing Tenants about the
availability of the Billing Authorization Service.
d. Reporting. Obligo shall make available to Company
via the Obligo Platform (i) tracking of Tenants who
are using the Obligo Platform and (ii) accounting and
reconciliation of any payments made to Company
and/or Tenants.
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e. Use of Name. Company grants Obligo the right to
use Company’s name, mark, and logo on Obligo’s
website and in Obligo’s promotional materials solely
to identify Company as a customer of Obligo, and
Obligo may issue press releases announcing the
relationship established under this Agreement.
f. Property Transfer. In the event that a Participating
Rental Property is to be sold and/or managed by an
entity other than Company during an active Billing
Authorization Term(s), Company shall provide
Obligo with the name and current contact
information for such new entity within seven (7)
days of such sale or transition in management so
that Obligo may facilitate support of such Billing
Authorizations.
7. Information & Ownership
a. Tenant Information. Upon request from Obligo,
Company shall supply Obligo with Tenant
Information as necessary to provide the Obligo
Services. Company agrees to transfer Tenant
Information in compliance with all applicable data
privacy and protection laws and regulations,
Company’s policies, and contractual commitments
between Company and Tenant. Obligo recommends
that Company provide Obligo with access to an
online resource, such as a CRM and/or accounting
system, so that Obligo is able to receive Tenant
Information in an efficient and accurate manner.
b. Privacy Policy. Company hereby acknowledges and
agrees that its use of the Obligo Platform is subject
to the terms and conditions of Obligo’s Privacy
Policy, located at
https://www.obligo.com/privacy-policy. Obligo may
utilize aggregated, non-identifying Company
Information and/or Tenant Information to improve
Obligo’s website and/or Platform, evaluate and
develop new or improved products and services that
may be of interest to Company, conduct and publish
general research on topics that may be of interest to
Company, and/or send Company promotional
materials regarding Obligo’s services.
c. Ownership. Obligo owns and shall retain all rights in
the Obligo Platform, including all intellectual
property rights therein, and no rights are granted to
Company in or for use of the Obligo Platform except
as explicitly granted in this Agreement. Company (or
the landlord, if applicable) owns and shall retain all
rights in Company Information and Tenant
Information. Company grants, and warrants that it is
authorized to grant, Obligo a non-exclusive license
during the term of this Agreement to use,
reproduce, and modify Company Information and
Tenant Information as necessary to provide the
Obligo Services.
8. Agent of the Payee
a. Company hereby appoints Obligo as its limited agent
for the sole purpose of receiving, collecting,
facilitating, and/or processing payments from
Tenants for delivery to Company, as payee, only to
the extent required to perform the services selected
by Company during onboarding or at any point
during the Term. Obligo accepts this appointment
and agrees to act in accordance with the terms of
this Agreement and as otherwise directed by
Company with respect to the collection of
payments.
b. Company acknowledges and agrees that payments
received by Obligo on Company’s behalf as provided
for in this Agreement shall be deemed received by
Company and shall satisfy a Tenant’s obligations to
Company in the amount of the applicable payment
received by Obligo, even if Obligo fails to transmit
the payment to Company; and Obligo may be
required to provide a receipt on Company’s behalf
to a Tenant indicating that payment has been made
to Company.
9. Confidentiality
a. Restrictions. A party disclosing information is
referred to herein as the “Disclosing Party,” and a
party receiving information is referred to as the
“Receiving Party.” The Receiving Party
acknowledges that it and its personnel may, in the
course of performing its responsibilities under this
Agreement, be exposed to or acquire information
that is proprietary to or confidential to the
Disclosing Party, its affiliated companies, or its
clients. Any and all information of any form obtained
by the Receiving Party or the Receiving Party’s
personnel or agents in the performance of this
Agreement that is marked as confidential or should
reasonably be considered confidential due to the
nature of the information or the circumstances of
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the disclosure shall be deemed to be the
confidential and proprietary information of the
Disclosing Party. The Receiving Party agrees to hold
such information in strict confidence and not to
copy, reproduce, sell, assign, license, market,
transfer, or otherwise dispose of, give, or disclose
such information to third parties, or to use such
information for any purposes whatsoever other than
as necessary for the performance of this Agreement,
and to advise and cause the Receiving Party’s
personnel of their obligations to keep such
information confidential. All such confidential and
proprietary information described herein, in
whatever form, is collectively referred to as
“Confidential Information.” Confidential
Information includes, without limitation: (i) any and
all information received from a party that relates to
such party’s nonpublic business strategy, product
plans, research, identity of customers or business
partners, technical data, and software or hardware
designs, specifications, or configurations; (ii) any
and all information designated by such party as
confidential; and (iii) the terms and conditions of
this Agreement. Upon termination of this
Agreement or at the Disclosing Party’s request, the
Receiving Party will turn over to the Disclosing Party
or destroy all documents, papers, and other matters
in the Receiving Party’s possession or under the
Receiving Party’s control that contain or relate to
such Confidential Information. Confidential
Information shall not be deemed to include
information which (i) is or becomes publicly known
(other than as a result of disclosure by a party bound
by confidentiality obligations), (ii) is or becomes
known to the Receiving Party from a source not in
violation of a non-disclosure restriction, (iii) is
independently developed by a party without
reliance on the Disclosing Party’s Confidential
Information, or (iv) is required to be disclosed by
operation of law. In the event that Confidential
Information is required to be disclosed by operation
of law, the party required to do so shall notify the
other party as soon as feasible.
b. Equitable Relief. Each party acknowledges that a
breach of this Section 9 may give rise to irreparable
injury to the other party or the owner of such
information and may be inadequately compensable
in damages. Accordingly, the injured party may seek
and obtain injunctive relief against the breach or
threatened breach of the foregoing undertakings, in
addition to any other legal remedies that may be
available. Each party acknowledges and agrees that
the covenants contained herein are necessary for
the protection of the legitimate business interests of
each party and are reasonable in scope and content.
10. Warranties
a. Mutual. Each party represents and warrants to the
other party that:
i. It has the full corporate right, power, and
authority to enter into this Agreement and to
perform its obligations hereunder;
ii. Its execution of this Agreement and performance
hereunder do not and will not violate any
agreement to which it is a party or by which it is
bound or violate any law or regulation to which it
is subject; and
iii. When executed and delivered, this Agreement will
constitute the legal, valid, and binding obligation
of such party, enforceable against it in accordance
with its terms.
b. By Obligo. Obligo represents and warrants to
Company that:
i. It will operate the Obligo Platform in compliance
with all laws and regulations applicable to Obligo;
ii. It will use personnel of proper skill and training in
the performance of the Obligo Platform; and
iii. The Obligo Platform will be subject to industry
standard procedures for virus and harmful code
identification and removal.
c. By Company. Company represents and warrants to
Obligo that:
i. All Company information provided to Obligo will
be accurate and complete;
ii. Company is authorized to provide Tenant
Information to Obligo and, to Company’s
knowledge, all Tenant Information provided is
accurate and complete;
iii. The transfer of Tenant Information to Obligo does
not violate any law or regulation relating to data
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security or privacy, or violate any contractual
obligations of Company;
iv. Company will only submit Charges for which it is
authorized by law and the Lease Agreement, and
that would be allowable under applicable law
governing Security Deposits; and
v. Company will not charge Tenants any fees for use
of or access to the Obligo Platform, as well as not
bundle any service provided by the Obligo
Platform with any package offered to Tenants for
which Company charges Tenants a fee (such as in
a “preferred package,” “amenity package,” or
other similar featured promotions).
d. DISCLAIMER. OTHER THAN THOSE WARRANTIES SET
FORTH IN SECTIONS 10(a) AND 10(b) HEREOF,
OBLIGO SPECIFICALLY DISCLAIMS ALL WARRANTIES
EXPRESSED OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT WITH RESPECT
TO THE OBLIGO PLATFORM AND OTHER ACTIVITIES
PERFORMED UNDER THIS AGREEMENT. OBLIGO
DOES NOT WARRANT THAT THE OBLIGO PLATFORM
WILL OPERATE WITHOUT ERROR OR WITHOUT
INTERRUPTION OR THAT ALL ERRORS WILL BE
CORRECTED.
11. Indemnification. Company shall and hereby agrees
to defend, indemnify, and hold harmless Obligo and its
officers, directors, employees, and agents against and
with respect to any loss, debt, liability, damage,
obligation, demand, judgment, or settlement of any
nature or kind, including without limitation all reasonable
costs and expenses incurred, arising out of, resulting
from, or based upon (i) Company’s provision of Company
Information or Tenant Information to Obligo, (ii) any
Charge made by Company under this Agreement, or (iii)
failure of Company to close or terminate a Billing
Authorization as required by Section 4(e).
12. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, OBLIGO SHALL NOT BE LIABLE UNDER THIS
AGREEMENT OR OTHERWISE FOR ANY FORM OF
INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL,
INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS
OF DATA OR LOSS OF REVENUE, EVEN IF OBLIGO HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, OBLIGO’S LIABILITY FOR ANY REASON AND
UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE
VALUE OF ANY FEES CHARGED BY OBLIGO TO TENANTS OR
COMPANY FOR USE AND ACCESS TO THE OBLIGO
PLATFORM DURING A PERIOD OF SIX (6) MONTHS FROM
THE DATE OF A CAUSE OF ACTION. THIS LIMITATION
APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE,
INCLUDING WITHOUT LIMITATION, BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT
LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT.
THE LIMITATIONS OF LIABILITY UNDER THIS SECTION
SHALL NOT APPLY TO AMOUNTS OWED BY OBLIGO FOR
CHARGES AS SET FORTH IN SECTION 5(b).
13. Agreement Term and Termination
a. Agreement Term. The Term of this Agreement will
begin on the Effective Date and will terminate (i) as
provided for in Section 13(b) hereof, upon the
closure of Company’s last Billing Authorization or (ii)
at any time upon ten (10) days prior written notice
if there are no then-outstanding Billing
Authorizations.
b. Termination of Billing Authorization Service. Either
party may terminate the Billing Authorization
Service for all or a portion of the Participating Rental
Properties upon written notice at any time in
accordance with the following terms:
i. Upon notice of termination, Company will no
longer offer the Billing Authorization Service to
new or existing Tenants. To the extent applicable,
active Billing Authorizations of existing Tenants
will be allowed to expire at the natural end of the
existing Tenant’s lease term. Tenants who want to
renew their Billing Authorizations will not be able
to do so without the consent of both Obligo and
Company, on a case-by-case basis.
ii. Company’s right to access the Letter(s) of Credit to
which Company is a beneficiary shall be limited to
the recovery of the amount of Charges submitted
by Company through the Obligo Platform minus
any Charges or Charge Advances already paid to
Company by Obligo and/or Tenants. Obligo will
perform a final accounting of all Charge Advances
paid during the term of the Agreement. Company
shall be responsible to Obligo for any amount of
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v. 05.12.2025
Charge Advances that exceed the total amounts
collected from Tenants plus funds drawn and
available to be drawn from the Letter(s) of Credit.
14. Miscellaneous
a. Governing Law, Jurisdiction, Venue. This
Agreement shall be governed by the laws of the
State of New York. EXCLUSIVE VENUE FOR ALL
DISPUTES ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL BE THE APPLICABLE STATE OR
FEDERAL COURTS IN NEW YORK COUNTY, NEW
YORK, AND EACH PARTY AGREES NOT TO DISPUTE
SUCH PERSONAL JURISDICTION AND WAIVES ALL
OBJECTIONS THERETO. Notwithstanding the
foregoing, either party may bring an action in any
jurisdiction to enforce its intellectual property
rights, its rights in Confidential Information, or
payment obligations.
b. Non-Waiver, Severability, and Survival. Failure or
delay in enforcing any provision of this Agreement
shall not waive a party’s rights under that or any
other provision. A party’s waiver of any of its rights
under this Agreement is not a waiver of any of its
other rights with respect to a prior,
contemporaneous, or future occurrence, whether
similar in nature or not. If any term of this
Agreement is deemed unenforceable, the
remainder of this Agreement will remain in full force
and effect. Any provisions of this Agreement that
need to survive the termination or expiration of this
Agreement in order to fulfill their purpose shall be
deemed to survive for as long as necessary to fulfill
such purposes.
c. Relationship Between The Parties. The parties are
independent contractors and not partners or parties
to a joint venture. This Agreement is non-exclusive,
and there are no third-party beneficiaries. Subject to
the limited appointment of agency in Section 8,
neither party is the agent of the other, and neither
party may represent to any person that it has the
power to bind the other on any agreement. Obligo
may subcontract certain portions of the Obligo
Platform to its third-party service providers.
d. Assignment. Neither party may assign this
Agreement to a third party without the written
consent of the other party. Notwithstanding the
foregoing, Obligo may assign this Agreement to an
affiliate or to a successor in interest upon any
merger, acquisition, change of control,
reorganization, or sale of all or substantially all of its
stock or its assets that are related to this Agreement
without the written consent of Company. Company
may assign this Agreement, upon written notice to
Obligo, to a successor in interest (whether legal or
equitable) in a Participating Rental Property. Any
such assignment by Company shall be limited in
application to the outstanding Billing Authorizations
associated with the Participating Rental Property
and will require that the assignee agree in writing to
be bound by the terms of this Agreement. An
attempted assignment in contravention of the terms
and conditions hereof shall be null and void.
e. Payment Service Providers. Payment services for
the Obligo Platform are provided by third-party
Payment Service Providers and are subject to the
third-party Payment Service Provider terms and
conditions that are listed at
https://depositfree.obligo.com/third-party-terms-
of-service. By agreeing to this Agreement, Company
agrees to be bound by the Payment Service Provider
terms and conditions applicable to the particular
Payment Service Provider used by Obligo for
providing the Obligo Platform to Company, as such
agreements may be modified by the applicable
Payment Service Provider from time to time.
Company acknowledges that it is aware of which
Payment Service Provider will be used by Obligo to
service Company, and Company has had an
opportunity to review the applicable Payment
Service Provider terms and conditions. As a
condition of Obligo enabling payment processing
services through the applicable Payment Service
Provider, Company agrees to provide Obligo with
accurate and complete information about Company
and Company’s business, as may be requested by
Obligo from time to time, and Company authorizes
Obligo to share such information as well as
transaction information related to Company’s use of
the payment processing services to the applicable
Payment Service Provider. Obligo may change or
add Payment Service Providers for servicing
Company on the Obligo Platform from time to time,
upon notice to Company.
10
v. 05.12.2025
f. Force Majeure. Neither party shall be in default of
any obligation under this Agreement if the failure to
perform the obligation is due to any event beyond
that party’s reasonable control, including significant
failure of a portion of the power grid or Internet,
natural disaster, war, riot, insurrection, epidemic,
strikes or other organized labor action, terrorist
activity, or other events of a magnitude or type for
which precautions are not generally taken in the
industry.
g. Entire Agreement. Unless otherwise updated in
accordance with the procedure stated below, this
Agreement is the complete and exclusive agreement
between the parties and supersedes and replaces all
prior agreements, understandings, or
communications, written or oral, relating to its
subject matter.