Effective Date: October 31, 2008

Rentility™ Lessee Agreement

This Rentility™ Lessee Agreement (“Agreement”), the Rentility™ Website Terms and Conditions (“Terms and Conditions”), the Rentility™ Website Privacy Policy (“Privacy Policy”), together with all other applicable operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time, which are expressly incorporated herein by reference, shall constitute the entire agreement between Rentility LLC (“Rentility™”), and you governing your participation as a registered lessee (“Lessee”) on the Rentility™ website located at www.rentility.com (“Site”).  Lessees will be permitted to access the services available by and through the Site (“Lessee Services”) including, but not limited to, the ability to: (a) bid on and/or book for rental purposes (“Rent”) the properties listed on the Site (each a “Property”); (b) communicate with other Lessees, as well as those who have registered with the Site as lessors (“Lessors”), via the Site’s internal electronic messaging system (“Messaging System”); and (c) submit Ratings and Feedback (as defined below) regarding each Property that you have successfully Rented through the Site.  

By submitting your online registration form to become a Lessee (“Registration Form”), you are confirming that you: (i) have fully read this Agreement; (ii) understand all of the terms and conditions of this Agreement; and (iii) agree to be fully bound by this Agreement. 

This Agreement is subject to change at any time, in Rentility’s™ sole discretion, and such changes shall be effective upon their posting on the Site.  You are responsible for bookmarking this page and checking it frequently in order to remain abreast of any and all amendments and/or changes to this Agreement.  Your continued use of the Lessee Services and/or Site after notice is given shall constitute your binding and legally enforceable agreement to such changes.  If you do not accept any such change, then you must terminate this Agreement and cease using the Lessee Services.

1.       Enrollment/Lessee Services

1.1   To begin the enrollment process, you must submit a complete and accurate Registration Form.  As part of the enrollment process you will be required to submit valid credit card information with your Registration Form (“Active Credit Card”). Your Active Credit Card will only be charged the Transaction Fee by Rentility™ (as that term is defined in the Terms and Conditions and Section 1.8 herein) if and when you Rent a Property listed on the Site.  If and when you Rent a Property listed on the Site, you will be required to submit an Active Credit Card that will be billed by the applicable Lessor, via PayPal®, for the applicable Rental pursuant to the billing procedures set forth in the Terms and Conditions and Section 1.7 hereof.  You acknowledge that Rentility™ is not responsible for any payment transactions between you and a Lessor, or any claims or disputes related to or arising from any such transactions.   Any claim or dispute you may have concerning payment(s) is strictly between you and the applicable Lessor.  You agree that Rentility™, its parents, affiliates and/or subsidiaries, and each of their respective officers, partners, members, managers, employees and agents shall not be responsible for any claim or dispute related to payment(s) made to a Lessor.  To become a Lessee, you must be an individual of at least eighteen (18) years of age, with the requisite equipment and Internet connection to access the Lessee Services.  If any of the information supplied as part of your Registration Form changes, at any time, you must immediately inform Rentility™ of same to reflect such changes in your Lessee profile.

1.2   After submitting your Registration Form, Rentility™ will review your Registration Form and, if approved, set up your specific account (“Lessee Account”).  Upon approval, Rentility™ will also send an email to the email address provided at the time of registration (“Activation Email”). The Activation Email will contain information necessary to activate your Lessee Account and utilize the Lessee Services. Once you activate your Lessee Account, you can access your Lessee Account at the Site using the user name and password that you selected during the registration process. You will have the option to change your user name and password any time. You are responsible for maintaining the confidentiality of your Lessee Account, user name and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur through use of your Lessee Account, user name and password including, without limitation, any and all purchases and/or Rentals made therethrough. 

1.3   Rentility™ may reject your Registration Form and/or terminate your participation as a Lessee at any time and for any reason, in Rentility’s™ sole discretion.  Such reasons may include, without limitation: (a) where Rentility™ believes that you are in any way in breach of this Agreement; and/or (b) where Rentility™ believes, in its sole and absolute discretion, that any Member Communications or Lessee Feedback (as those terms are defined in the Terms and Conditions) posted by you by and through the Site and/or the Messaging System is unsuitable for the Lessee Services and/or Site for any reason including, without limitation, that the Member Communications or Lessee Feedback contain, link to or consist of material that could be considered false, fraudulent, unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable.

1.4   Lessees are forbidden from posting website links, buttons, banner ads, co-registration paths, copy or processes for generating actions in any Member Communications or Lessee Feedback and from advertising third party products and/or services through use of the Lessee Services.

1.5   Rentility™ reserves the right to prohibit any conduct by Lessees or remove any Member Communications and/or Lessee Feedback already posted by and through the Lessee Services and/or Site at any time and for any reason, in Rentility’s™ sole discretion.  The reasons for removal may include, without limitation: (a) that the Member Communications and/or Lessee Feedback contain or link to material that could be considered fraudulent, false, unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable; (b) that the Member Communications and/or Lessee Feedback contain or link to material that infringes upon the trademark, trade name, service mark, copyright, license or other intellectual property or proprietary right of any third party; (c) where Rentility™ believes that Lessee is, at any time, conducting any unauthorized commercial activity by and through the Lessee Services; and/or (d) where Rentility™ believes Lessee to be in violation of this Agreement.

1.6   Rentility™ has no liability or responsibility to review, endorse, police or enforce any Site Creative (as that term is defined in the Terms and Conditions) posted by Lessees or Lessors and made available by and through the Site, Messaging System, Lessee Services or otherwise. Rentility™ shall have no obligation to resolve any dispute between Lessees and Lessors. The Member Communications, Licensee Feedback and Property Content (as that term is defined in the Terms and Conditions) are provided directly by Lessees and/or Lessors.  Rentility™ does not represent or warrant that the Member Communications, Licensee Feedback and Property Content are accurate, complete or appropriate.  You agree that Rentility™ shall have no obligations and incur no liabilities to you in connection with any such Member Communications, Licensee Feedback and Property Content.  You understand and agree that Rentility™ is not responsible or liable in any manner whatsoever for your inability to use the Lessee Services, Lessee Feedback, Messaging System and/or Site.

1.7   As an active Lessee in good standing, you will have the ability to bid on (“Bid”) and/or apply to Rent using the fixed-price method (“Fixed-Price”) the Properties featured on the Site.  As part of the Rental process, you will be required to submit an Active Credit Card that will be billed by the applicable Lessor, via PayPal®, for the applicable Rental.  Where the Lessor is listing the Property using the Bid option, you must provide your Active Credit Card information after you have been notified by Lessor that your Bid has been accepted.  Where the Lessor has listed the Property using the automatic acceptance option, you must provide your Active Credit Card information after you have clicked the “Rent It Now” button.  Lessees that successfully Rent a Property via the Site will have the ability to submit Ratings and Feedback regarding the Property and the Lessor of the Rented Property.

1.8   A transaction fee of One Dollar ($1.00) per night for each night during the applicable Rental, and any extension thereof (“Transaction Fee”), will be charged to your Active Credit Card immediately after you Rent a Property listed on the Site.  The Transaction Fee will be a one (1) time charge per Property and per Rental.  The Transaction Fee will appear on your Active Credit Card bill through the identifier “[       ].”   You agree that all such Fees may be automatically applied to your Active Credit Card, and that you have the authority to authorize such billing.  Each time a new Rental occurs, even for the same Property, a separate Transaction Fee will be incurred by you.  If, for any reason, Rentility™ is unable to charge the Transaction Fee to your Active Credit Card, the applicable Rental will be cancelled by Rentility™ in its sole discretion, with or without notice to you, and without incurring any liability for any such cancellation.  Where you fail to make any scheduled payment for accrued Transaction Fees, such overdue amounts will be subject to interest charges in the amount of the lesser of one and one half percent (1.5%) per month, compounded monthly, or the maximum permitted by law, whichever is less. 

1.9   You acknowledge and agree that Rentility™ will not obtain additional authorization from you for each separate time that you Rent a Property.  Every time that you use the Lessee Services, you re-affirm that Rentility™ is authorized to charge your Active Credit Card.  You shall be responsible for paying any and all applicable sales tax (if any) due to all taxing authorities arising from, or in connection with, your use of the Lessee Services.  All Transaction Fees are payable in United States currency.  You agree to be bound by the pricing and billing practices of Rentility™ in effect at any given time. Upon prior written notice to you (with e-mail sufficing), Rentility™ reserves the right to change its pricing and/or billing practices whenever necessary, in its sole discretion. Continued use of the Lessee Services after receipt of such notice shall constitute consent to any and all such changes. If you do not agree with these changes, or for any other reason, you may cancel your Lessee Account at any time; provided, however, that: (a) you will remain responsible for timely payment of any and all Transaction Fees that you have already incurred (including any applicable late fees); and (b) Rentility™ will not refund any amounts previously paid up to the date of cancellation or termination. 

1.10      The Lessee Feedback (as defined below) appearing on the Site is provided by Lessees for informational purposes only.  Rentility™ shall not be responsible or liable for any Renting decisions based on such Lessee Feedback.  After a Property has been Rented, the Site enables the applicable Lessee to assign starred-ratings that correspond to word ratings (Excellent, Very Good, Good, Fair or Poor) (“Ratings”), and provide feedback (“Feedback,” together with Ratings “Lessee Feedback”), regarding the applicable Lessor and the applicable Rented Property.  The Lessee Feedback is provided via the “Feedback Rating Form” made available to the applicable Lessees on the Site.  In addition to assigning a Rating to the applicable Lessor and Property, a Lessee will be able to provide Feedback in the form of a short narrative that will be submitted along with the Rating.  The Lessee Feedback for applicable Lessors and Properties will be accessible to Lessees and Lessors and will be updated approximately every twenty-four (24) hours.  If more than one Rating has been submitted for a Property or a Lessor, the Ratings will be combined to provide an overall average Rating for such Property and/or Lessor, as applicable.

1.11      Lessees may communicate with Lessors and other Lessees via the Messaging System.  All communications sent by Lessee via the Messaging System (“Member Communications”) must identify Lessee by Lessee’s user name created at the time of registration. 

1.12      Lessees have a legal obligation to complete a transaction with the applicable Lessor: (a) if you agree to Rent a Property through the Fixed-Price format; or (b) if you are the highest bidder at the end of an auction-style Property Listing (meeting the applicable minimum bid or reserve requirements and including any bid that becomes the highest after a valid bid retraction) and your bid is accepted by the applicable Lessor, unless the transaction is prohibited by law or by this Agreement.  By Bidding on a Property you agree to be bound by the conditions of the Rental included in the applicable Property’s description provided that those conditions are not in breach of this Agreement or otherwise unlawful.  Bids are only retractable in exceptional circumstances, such as when the applicable Lessor materially changes the applicable Property’s description after a Bid is placed or a clear typographical error is made.  As a Lessee, you must ensure that you are legally able to Bid for and Rent any Property that you Bid for.

1.13      Rentility™ is not an auctioneer.  Instead, the various Lessors act as individual venues that allow Lessors to Rent the Properties in a variety of price formats. 

2.       Lessee Feedback/Member Communications

As a Lessee, you agree that you are solely responsible for the Lessee Feedback, Member Communications and/or other information that you publish, transmit and/or post by and through the Lessee Services.  You agree to use the Lessee Services in a manner consistent with any and all applicable federal, state and local laws, statutes, rules, regulations and judicial decrees. In connection with the Lessee Feedback and/or Member Communications that you post by and through the Lessee Services, you agree not to: (a) display any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third party; (b) display any audio files, text, photographs, videos or other images containing confidential information; (c) display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law; (d) impersonate any person or entity; (e) “stalk” or otherwise harass any person via the Lessee Feedback, Member Communications or Site; (f) engage in unauthorized advertising to, or solicitation of, site visitors (“Visitors”), other Lessees or Lessors in an effort to rent, buy or sell any properties including, but not limited to, the Properties listed on the Site; (g) transmit any chain letters, spam or junk e-mail; (h) express or imply that any statements that you make are endorsed by Rentility™, without our specific prior written consent; (i) harvest or collect personal information of Visitors, other Lessees or Lessors whether or not for commercial purposes, without their express consent; (j) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; (k) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (l) remove any copyright, trademark or other proprietary rights notices contained on the Site; (m) interfere with or disrupt any of the Site’s functions, services and/or the servers or networks connected to the Site; (n) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (o) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party, including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (p) “frame” or “mirror” any part of the Site, without our prior written authorization; (q) use metatags or code or other devices containing any reference to Rentility™ and/or the Site in order to direct any person to any other website for any purpose; and/or (r) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or any software used on or for the Site.  Engaging in any of the aforementioned prohibited practices shall be deemed a breach of this Agreement and may result in the immediate termination of your Lessee account without notice, in the sole discretion of Rentility™, pursuant to the terms of this Agreement.  Rentility™ reserves the right to pursue any and all legal and equitable remedies against Lessees that engage in the aforementioned prohibited conduct.

3.       Non-Endorsement/Independent Contractors

3.1   Rentility™ operates the Lessee Services and Site as a neutral host, and Rentility™ does not regularly monitor, regulate or police the use of the Lessee Services and/or Site by any of its participants.  The participation in the Lessee Services and/or Site by a Visitor, Lessee, Lessor, third-party advertiser or otherwise does not constitute an endorsement by Rentility™ of that Visitor, Lessee, Lessor, third-party advertiser or other third party. 

3.2   You and Rentility™ are independent parties and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and Rentility™.  You have no authority to make or accept any offers or representations on behalf of Rentility™. 

4.       Proprietary Rights

4.1   Lessee grants to Rentility™ a perpetual, non-revocable, royalty free, worldwide license (“Lessee License”) to display on, and distribute through, the Lessee Services and Site, or as otherwise determined by Rentility™ in any medium, the Lessee Feedback, Member Communications and any other information posted in the Lessee Services or otherwise on the Site by Lessee and any and all associated trademarks, service marks, tradenames and/or copyrights. Lessee agrees that its use of the Lessee Services and/or Site is subject to the Rentility™ License granted hereunder.  The Lessee License shall last as long as the Lessee Services remain active.

4.2   During the term of this Agreement only, Rentility™ grants to Lessee a non-exclusive, non-transferable, revocable and limited license to post Member Communications and/or Lessee Feedback and to otherwise use the Lessee Services, subject to the restrictions, and in accordance with the terms, of this Agreement (“Rentility™ License”).

4.3   The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Lessee Services and/or Site are protected under applicable copyright, trademark and other proprietary (including, without limitation, intellectual property) rights.  The use, copying, redistribution and/or publication by Lessee of any part of the Lessee Services and/or Site, other than as contemplated hereunder, are strictly prohibited.  

4.4   Lessee does not acquire any ownership rights to the Lessee Services and/or Site. The availability of the Lessee Services and/or Site, as well as the Rentility™ License, does not constitute a waiver of any rights related thereto. 

5.       Term and Termination

5.1   Rentility™ party may terminate this Agreement at any time, with or without cause.  Lessee may terminate this Agreement at any time, upon five (5) business days’ prior written notice.

5.2   If Lessee’s Rentility™ License expires, terminates or is suspended for any reason, Rentility™ may, with or without notice, remove all Lessee Feedback and/or Member Communications from the applicable Lessee Services areas immediately or, in Rentility’s™ sole discretion, at any time thereafter. 

5.3   Upon any expiration, termination or suspension of this Agreement and/or Lessee’s participation in the Lessee Services, the Rentility™ License and any and all other licenses and rights granted to Lessee in connection with this Agreement shall immediately cease and terminate.

5.4   If Lessee’s account is terminated by Rentility™ for breach of this Agreement, Lessee shall not be eligible to enter into a new Lessee Agreement with Rentility™, and any attempt to do so shall be null and void.

5.5   Obligations that, by their nature, would survive any termination of this Agreement including, without limitation, Sections 7, 8, 9, 10 and 11, shall survive any termination of this Agreement.

6.       Representations and Warranties: Lessee hereby represents and warrants to Rentility™ as follows:

6.1   This Agreement has been duly and validly executed and delivered by Lessee and constitutes Lessee’s legal, valid and binding obligation which is fully enforceable against Lessee in accordance with its terms;

6.2   The execution, delivery and performance by Lessee of this Agreement will not conflict with or violate: (a) any provision of law, rule or regulation to which Lessee is subject; (b) any order, judgment or decree applicable to Lessee; (c) any provision of Lessee’s corporate by-laws or certificate of incorporation, if applicable; or (d) any agreement or other instrument applicable to Lessee;

6.3   Lessee’s performance under this Agreement, the Lessee Feedback, Member Communications and any and all other information posted by Lessee by and through the Site will not: (a) invade the right of privacy or publicity of any third person; (b) involve any libelous, obscene, indecent or otherwise unlawful material; (c) violate any applicable federal, state and local laws, statutes, rules, regulations and judicial decrees; or (d) infringe upon the rights of any third parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity.

6.4   The Lessee Feedback and any and all other information posted by Lessee by and through the Lessee Services will comply with the provisions of Section 3.

6.5   There is no pending or, to the best of Lessee’s knowledge, threatened claim, action or proceeding against Lessee; and

6.6   Lessee will be solely responsible for the Lessee Feedback and Member Communications that it posts or otherwise makes available on or through the Site.

7.                   Indemnification 

Lessee agrees to indemnify, defend and hold Rentility™, its parents, affiliates and/or subsidiaries, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from, or related to: (a) Lessee Feedback, Member Communications and any and all other information posted, made available and/or linked to in connection with Lessee’s participation in the Lessee Services, Site or otherwise; (b) Lessee’s breach of this Agreement and/or any representation or warranty contained herein; and/or (c) Lessee’s use of the Lessee Services, Site or other Rentility™ services, in any manner whatsoever.

8.       Disclaimers/Limitation of Liability/ Non-Circumvention

The disclaimers and limitation of liability provisions set forth in Sections 15 and 16 of the Terms and Conditions shall remain in full force and effect and shall apply in all respects for purposes of this Agreement.  Lessee agrees, during the term of this Agreement, and for two (2) years thereafter, that neither Lessee nor any of its members, owners, partners, shareholders, directors, officers, employees, affiliated entities, agents, representatives, successor or assigns will enter into any rental arrangement or other business transaction with any Lessor for Property listed on the Site.

9.       Miscellaneous 

9.1   The Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the terms and conditions of the Agreement or the breach of same by any party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York City, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction.  Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration.  To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Rentility™ and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that Rentility™ incurs in seeking such relief.  This provision does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing you from bringing, joining or participating in class action lawsuits is an independent agreement.  

9.2   Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

9.3   Lessee agrees that any unauthorized and/or unlawful use of the Lessee Services and/or Site would result in irreparable injury to Rentility™ for which monetary damages would be inadequate. In such event, Rentility™ shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against Lessee without the need to post a bond.  Nothing contained in this Agreement shall be construed to limit any legal or equitable remedies available to Rentility™.

9.4   Rentility’s™ failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

9.5   Any attempt by any individual, whether or not Lessee, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Lessee Services, other Rentility™ Services and/or Site is a violation of both criminal and civil law and Rentility™ will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible at law and in equity.

9.6   This Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and Rentility’s™ successors and assigns.  Lessee is not permitted to transfer any rights and/or obligations pursuant to this Agreement without the express written consent of Rentility™.  Any attempt to do so will result in the immediate termination of this Agreement.

9.7   To the extent that anything in or associated with the Site, Lessee Services, Terms and Conditions, Privacy Policy or any other applicable Rentility™ operating rules, policies and other supplemental terms and conditions or documents, is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.  There are no third party beneficiaries of this Agreement. 

9.8   Rentility™ may provide notices to Lessee by posting notices or links to notices on the Site. Notices to Lessees may also be made via e-mail, regular mail, overnight courier or facsimile at Lessee’s contact addresses of record as set forth by Lessee on the Registration Form. If Lessee wishes to provide notice to Rentility™, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: [INSERT ADDRESS]. Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by authorized Rentility™ personnel.

9.9   Lessee acknowledges and agrees that by clicking on the submit button, or such similar links as may be designated by Rentility™ as a means of accepting this Agreement, Lessee is submitting a legally binding electronic signature and is entering into a legally binding contract.  Lessee acknowledges that Lessee’s electronic submissions constitute Lessee’s agreement and intent to be bound by this Agreement.  Pursuant to any applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, LESSEE HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY RENTILITY™.  Further, Lessee hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.