Legal
Terms of Service
Last updated: 10/23/26. Prior versions are available on request.
Please read these Terms of Service (these "Terms") carefully. These Terms govern Renterra's provision of software and services, and Customer's (as defined below) use thereof, as set forth in an Order Form (as defined below) entered into between Renterra Inc. ("Renterra" or "we") and Customer, or as made available under the Free Plan (as defined below). For clarity, these Terms apply solely to Customer's access to and use of the Services, including the Renterra software application made available at app.getrenterra.com. These Terms do not govern use of Renterra's public marketing website located at getrenterra.com, which is subject to separate website terms and Renterra's Privacy Policy. TOGETHER, THESE TERMS AND ANY ORDER FORM(S) CONSTITUTE THE "AGREEMENT." THE AGREEMENT IS EFFECTIVE AS OF THE EARLIEST OF (A) THE DATE CUSTOMER CREATES AN ACCOUNT OR OTHERWISE ACCEPTS THESE TERMS ONLINE, (B) THE DATE CUSTOMER COMPLETES AN ONLINE ORDER, OR (C) THE ORDER FORM EFFECTIVE DATE SET FORTH IN CUSTOMER'S INITIAL SIGNED ORDER FORM (THE "EFFECTIVE DATE"). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE ORDER FORM.
BY EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS BY REFERENCE, BY CLICKING ON THE "I ACCEPT" BUTTON OR A SIMILAR BUTTON OR CHECKBOX WHEN CREATING AN ACCOUNT OR COMPLETING AN ONLINE ORDER, AND/OR OTHERWISE USING THE SERVICES, THE INDIVIDUAL OR ENTITY OBTAINING THE RIGHT TO ACCESS SUCH SERVICES ("CUSTOMER" or "YOU") IS AGREEING TO BE BOUND BY AND IS A PARTY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THESE TERMS OR AN ORDER FORM FOR CUSTOMER IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
CHANGES TO THESE TERMS. WE MAY UPDATE THESE TERMS FROM TIME TO TIME. WE WILL NOTIFY CUSTOMER OF MATERIAL CHANGES BY EMAIL TO THE ACCOUNT OWNER OR BY NOTICE WITHIN THE SERVICES AT LEAST 30 DAYS BEFORE THEY TAKE EFFECT. FOR CUSTOMERS ON THE FREE PLAN, UPDATED TERMS APPLY AS OF THEIR STATED EFFECTIVE DATE, AND CONTINUED USE OF THE SERVICES AFTER THAT DATE CONSTITUTES ACCEPTANCE. FOR CUSTOMERS ON A PAID PLAN, MATERIAL CHANGES THAT ADVERSELY AFFECT CUSTOMER APPLY BEGINNING WITH CUSTOMER'S NEXT SUBSCRIPTION TERM, UNLESS AN EARLIER CHANGE IS REQUIRED BY LAW OR BY A THIRD-PARTY PROVIDER, OR CUSTOMER AGREES OTHERWISE. CHANGES TO FEES ARE GOVERNED BY SECTION 4.6.
CERTAIN ASPECTS OF THE SERVICES ARE PROVIDED WITH OR OTHERWISE COMPATIBLE WITH CERTAIN SERVICES OWNED OR CONTROLLED BY THIRD PARTIES. YOUR USE OF THOSE THIRD-PARTY SERVICES WILL BE GOVERNED BY THOSE LICENSES, AND NOT THIS AGREEMENT.
YOU MAY NOT ACCESS THE SERVICES IF YOU ARE A DIRECT COMPETITOR OF RENTERRA, EXCEPT WITH RENTERRA'S PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
1. Definitions
Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Renterra Solution.
"Account Owner" means the Authorized User who created Customer's account, or whom Customer designates as account owner in the Application, and whose email address Renterra uses for notices under this Agreement.
"Applicable Data Protection Laws" means any applicable United States federal and state, Canadian federal and provincial, and other applicable data-protection, privacy, and security laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, Processing or transfer of Personal Data, including without limitation the U.S. Privacy Act, the Personal Information Protection and Electronic Documents Act (PIPEDA), and any substantially similar provincial legislation.
"Application" means Renterra's hosted software platform made available at app.getrenterra.com and related subdomains.
"Authorized User" means each of Customer's employees, agents, and independent contractors who are authorized to access the Renterra Solution pursuant to Customer's rights under this Agreement.
"AI Communications" means voice, text, summaries, transcripts, responses, recommendations, classifications, or other content generated, transformed, or assisted by artificial intelligence or machine-learning functionality made available through the Services.
"Communications Data" means Customer Content transmitted, created, or processed in connection with Communications Services, including telephone numbers, caller and recipient identifiers, call-detail records, routing and delivery information, dates, times, durations, dispositions, recordings, voicemails, transcripts, prompts, AI Communications, summaries, and related metadata.
"Communications Services" means features of the Services that enable or support voice calls, voicemail, call routing, telephone numbers, recordings, transcription, AI-assisted conversations, notifications, SMS or MMS messaging, or related communications functionality.
"Commencement Date" means the date stated as the Commencement Date in the Signed Order Form or, if earlier and unless the Signed Order Form states otherwise, the date Customer or any Authorized User is first given login access to the Renterra Solution under that Order Form. For an Online Order, the Commencement Date is the date the Online Order is completed.
"Contract Year" means each successive twelve (12) month period during a Subscription Term, beginning on the Commencement Date or an anniversary of it.
"Emergency Services" means emergency calling or messaging services, including 911, E911, 988, 112, and any local equivalent.
"Provider Requirements" means the applicable terms, acceptable-use policies, service- and country-specific requirements, technical standards, and lawful directions of telecommunications carriers, communications platform providers, numbering authorities, registries, and other third-party providers used to provide Communications Services, in each case as updated from time to time.
"Telephone Number" means a telephone number, short code, toll-free number, caller identifier, or similar addressing resource assigned, ported, hosted, or used in connection with the Communications Services.
"Customer Content" means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.
"Documentation" means the technical materials provided by Renterra to Customer, if any, in hard copy or electronic form describing the use and operation of the Renterra Solution.
"Free Plan" means the no-fee Plan described in Section 2.3, currently marketed as "Starter."
"Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
"Inventory Item" means a unique rental inventory record in the Renterra Solution, whether serialized or bulk. For example, a bulk record of 50 identical chairs counts as one Inventory Item. Sales inventory and parts inventory are not Inventory Items.
"Licensed Material" means results, reports, materials and documentation made available to Customer as part of the Services.
"Location" means each physical branch, yard, or store from which Customer rents equipment and that is configured as a location in the Renterra Solution.
"Marketing Suite" means Renterra's integrated marketing offering described in Section 15, consisting of the marketing tools, features, and services made available by Renterra for Customer's Plan, which may include marketing features within the Application, marketing services performed by Renterra, and the planning, placement, and management of paid advertising campaigns on Customer's behalf through a third-party advertising platform.
"Order Form" means (a) an order form or quote that is signed by both parties and references this Agreement (a "Signed Order Form"), or (b) an online order, plan selection, upgrade, or checkout for a Paid Plan that Customer completes through the Application or the Website (an "Online Order"). The terms of an Online Order include the Plan, number of Locations, Fees, billing frequency, and Subscription Term displayed at checkout and confirmed by email to the Account Owner.
"Paid Plan" means any Plan for which Fees are payable, including Plans currently marketed as "Core" and "Pro," whether purchased through an Online Order or a Signed Order Form.
"Personal Data" means any Customer Content, whether in electronic or paper-based form that constitutes "personal data," "personal information," or "personally identifiable information" or similar information governed by Applicable Data Protection Laws. For clarity, Personal Data does not include information pertaining to Customer's business contacts and/or representatives who are Customer personnel where Renterra has determined what information to collect and for what purposes.
"Plan" means the subscription tier Customer selects, together with its features, Inventory Item limits, and other usage limits, as described on Renterra's pricing page at getrenterra.com/pricing as in effect when Customer selects or renews the Plan, or as set out in a Signed Order Form.
"Processing" (including "Process", "Processes", "Processed", and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.
"Professional Services" means professional services provided by Renterra to Customer as described in any Order Form (as may be further elaborated in any SOW), including services relating to the Renterra Solution and support, implementation, training, and on-boarding thereof.
"Renterra Solution" means the software-as-a-service application identified in any Order Form or made available under the Free Plan that allows Authorized Users to access certain features and functions through a web interface, including any Marketing Suite and Communications Services features made available in the Application.
"Services" means any services provided by Renterra to Customer under this Agreement as set forth in an Order Form or made available under the Free Plan, including, but not limited to, provision of the Renterra Solution and Professional Services.
"Subscription Term" means the Initial Subscription Term and each Renewal Subscription Term. "Initial Subscription Term" means the period stated in the Signed Order Form or, if none is stated or for an Online Order, one (1) year from the Commencement Date. "Renewal Subscription Term" means each successive one (1) year period for which the Paid Plan renews under Section 12.1.
"Usage Fees" means Fees calculated on Customer's actual usage of the Services and billed monthly in arrears, including the Ad Spend Management Fee under Section 15 and charges for Communications Services under Section 14, as described in Section 4.1.
"Website" means Renterra's public marketing website located at getrenterra.com.
2. Provision of Services.
2.1 Access. Subject to Customer's payment of the Fees (as defined in Section 4.1) applicable to Customer's Plan, if any, Renterra will provide Customer with access to the Renterra Solution via a web browser. On or as soon as reasonably practicable after the Commencement Date (or, for the Free Plan or an Online Order, after account creation or checkout), Renterra will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Renterra Solution in accordance with the Access Protocols; provided that nothing herein will be construed to require Renterra to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Renterra Solution from the Internet.
2.2 Support Services. Subject to the terms and conditions of this Agreement, Renterra will exercise commercially reasonable efforts to (a) provide support for the use of the Renterra Solution to Customer, and (b) keep the Renterra Solution operational and available to Customer, in each case in accordance with its then-current standard policies and procedures for Customer's Plan. Support for the Free Plan is limited to email and self-service resources, with no response-time commitment.
2.3 Free Plan.
(a) No Fees; No Commitment. Customer may use the Free Plan without charge and without a minimum term. Customer may stop using the Free Plan and close its account at any time.
(b) Limits. The Free Plan is limited to 20 Rental Inventory Items in total across all Locations and excludes features designated on the pricing page as available only on Paid Plans. Renterra may restrict features, or prevent Customer from adding Inventory Items beyond these limits, and may offer Customer the option to upgrade to a Paid Plan.
(c) As Is. Notwithstanding anything else in this Agreement, the Free Plan is provided "AS IS," without any uptime, support-response, or service-level commitment, and Renterra has no obligation under Section 11.1 (By Renterra) with respect to the Free Plan.
(d) Changes and Termination. Renterra may modify, limit, suspend, or discontinue the Free Plan, or close any Free Plan account, on at least 30 days' notice to the Account Owner, or immediately where reasonably necessary to address a security risk, abuse, or violation of this Agreement.
(e) Inactive Accounts. If no Authorized User signs in to a Free Plan account for 12 consecutive months, Renterra may close the account and delete its Customer Content after giving the Account Owner at least 30 days' notice and an opportunity to export Customer Content.
(f) Upgrades. When Customer upgrades from the Free Plan to a Paid Plan, Customer Content carries over, and the Paid Plan terms of this Agreement apply from the date of the Online Order or Signed Order Form.
2.4 Plans, Limits, and Plan Changes.
(a) Plan Limits. Customer's use of the Services is subject to the limits of its Plan. Inventory Item limits are measured in total across all of Customer's Locations, not per Location. Customer is responsible for accurately reporting and maintaining its Inventory Item and Location counts, and Renterra will not reduce Fees or change Customer's Plan because of inaccurate counts reported by Customer.
(b) Exceeding Limits. If Customer exceeds its Plan's limits, Renterra may notify Customer and require Customer to upgrade to the appropriate Plan or reduce its usage within 30 days. If Customer does neither, Renterra may restrict the addition of Inventory Items or move Customer to the appropriate Plan at then-current list Fees, prorated through the end of the current Subscription Term.
(c) Upgrades. Customer may upgrade its Plan or add Locations at any time. Upgrades take effect immediately, and the additional Fees are charged on a prorated basis through the end of the current Subscription Term.
(d) Downgrades. Customer may request a downgrade to a lower Plan or fewer Locations at any time, but a downgrade takes effect only at the start of the next Subscription Term. No refund, credit, or proration is provided for a downgrade. Customer must be within the lower Plan's limits when the downgrade takes effect and is responsible for any loss of features that results.
3. Intellectual Property.
3.1. License Grant.
Subject to the terms and conditions of this Agreement, Renterra grants to Customer a non-exclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)) license during the Term (as defined below), solely for Customer's internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the Renterra Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the Renterra Solution. Customer may permit any Authorized Users to access and use the features and functions of the Renterra Solution as contemplated by this Agreement; provided Customer will be solely responsible for all acts or omissions of its Authorized Users with respect to the use of the Renterra Solution.
3.2. Restrictions.
Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Renterra Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Renterra Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Renterra Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Renterra Solution, except as permitted by law; (e) interfere in any manner with the operation of the Renterra Solution or the hardware and network used to operate the Renterra Solution; (f) modify, copy or make derivative works based on any part of the Renterra Solution or Documentation; (g) access or use the Renterra Solution to build a similar or competitive product or service; (h) attempt to access the Renterra Solution through any unapproved interface; or (i) otherwise use the Renterra Solution, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 (License Grant) or in a manner inconsistent with applicable law (including, without limitation, Applicable Data Protection Laws), the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Renterra or its licensors on the Licensed Material or any copies thereof.
3.3. Ownership.
The Renterra Solution, Licensed Materials and Documentation, and all enhancements and improvements thereto, and worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Renterra and its suppliers. All rights in and to the Renterra Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Renterra and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Renterra Solution, Documentation, or any part thereof.
3.4. License to Licensed Material.
Subject to the terms and conditions of this Agreement, Renterra grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)), non-sublicensable license to use the Licensed Material solely for Customer's internal business purposes.
3.5. Open Source Software.
Certain items of software may be provided to Customer with the Renterra Solution and are subject to "open source" or "free software" licenses ("Open Source Software"). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.3 (Ownership) or 11 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Renterra makes such Open Source Software, and Renterra's modifications to that Open Source Software, available by written request at the notice address specified below.
3.6. Feedback.
Customer hereby grants to Renterra a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Renterra will not identify Customer as the source of any such feedback.
4. Fees and Expenses; payments.
4.1. Fees.
"Fees" means all amounts payable by Customer under this Agreement, consisting of (a) recurring fees for Customer's Paid Plan and any Locations ("Subscription Fees"); (b) Usage Fees; and (c) fees for Professional Services, in each case as set forth in the applicable Order Form or, for an Online Order, at checkout. In consideration for the access rights granted to Customer and the Services performed by Renterra under this Agreement, Customer will pay to Renterra the Fees. Subscription Fees will be charged or invoiced in advance as set forth in the applicable Order Form (and, if not specified, annually in advance). Usage Fees will be charged or invoiced monthly in arrears. Unless the Order Form states otherwise, all invoices are due upon receipt. No Fees are payable for the Free Plan. Renterra will be reimbursed only for expenses that are expressly provided for in an Order Form or SOW or that have been approved in advance in writing by Customer, provided Renterra has furnished such documentation for authorized expenses as Customer may reasonably request. Renterra reserves the right (in addition to any other rights or remedies Renterra may have) to discontinue the Renterra Solution and suspend all Authorized Users' and Customer's access to the Services if any Fees are more than thirty (30) days overdue or, for Fees charged to a payment method on file, if a charge fails and is not cured within 10 days after notice to the Account Owner, until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. Except as provided in an Order Form, Fees are not refundable, and a Paid Plan may not be canceled for a refund during a Subscription Term.
4.2. Payment Processing.
From time to time Renterra may use certain third parties, including Tilled (for payment acceptance features Customer uses with its own customers) and Stripe (for billing Fees owed to Renterra), to provide payment services (e.g., card acceptance, merchant settlement and related services) ("Payment Processors"). By selecting certain billing and/or payments features, Customer agrees to comply with the terms and conditions and policies of the Payment Processors used by Renterra, including the sub-merchant agreement and related terms Customer accepts when completing Tilled's merchant application and Tilled's Privacy Policy at https://www.tilled.com/privacy-policy, and, for Stripe, Stripe's Privacy Policy at https://stripe.com/privacy, and hereby consents and authorizes Renterra to share any information and payment instructions provided herein with Payment Processors to the minimum extent required to complete Customer's transactions hereunder.
4.3. Taxes.
The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Renterra's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Renterra Solution to Customer. Customer will make all payments of Fees to Renterra free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Renterra will be Customer's sole responsibility, and Customer will provide Renterra with official receipts issued by the appropriate taxing authority, or such other evidence as the Renterra may reasonably request, to establish that such taxes have been paid.
4.4. Interest.
Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
4.5. Online Orders and Recurring Payment Authorization.
For each Online Order, Customer will provide a valid payment method and authorizes Renterra and its Payment Processors to charge that payment method for (a) the Fees shown at checkout, on the date of the Online Order; (b) prorated Fees for any upgrade or added Location under Section 2.4; and (c) the renewal Fees at the start of each renewal Subscription Term, in each case plus applicable taxes, until Customer cancels auto-renewal under Section 12.1. Customer will keep its payment method current. If a charge fails, Renterra may retry the charge and may suspend access to Paid Plan features under Section 4.1.
4.6. Fee Changes.
Renterra may change the Fees for a Paid Plan effective at the start of Customer's next Subscription Term by notifying the Account Owner on or before the non-renewal deadline in Section 12.1. Fees will not increase during a Subscription Term except as a result of Customer's upgrades, added Locations, or exceeding Plan limits under Section 2.4. Renewal pricing and discounts are further governed by Section 4.8.
4.7. Card Processing Surcharge.
Where Customer pays Fees by credit card, Renterra may add a processing surcharge of up to three percent (3%) of the amount charged, or such lower amount as is the maximum permitted by applicable law in Customer's jurisdiction. No surcharge will be applied where prohibited by applicable law, and no surcharge applies to payments made by ACH or bank transfer. Renterra may change the surcharge on written notice to Customer, not to exceed the maximum lawful rate. Any surcharge will be shown as a separate line on the invoice or at checkout.
4.8. Renewal Pricing and Discounts.
Subscription Fees stated in a Signed Order Form are fixed for the Initial Subscription Term, except as stated for a specific Contract Year in that Order Form. Any discount, credit, or promotional pricing applies only to the Initial Subscription Term unless the Signed Order Form expressly states that it continues into one or more Renewal Subscription Terms. Fees for each Renewal Subscription Term are Renterra's then-current list Fees for Customer's Plan, subject to notice under Section 4.6 and to any price increase cap stated in the Signed Order Form. Renterra's continued application of any discount in a Renewal Subscription Term is at Renterra's sole discretion and does not waive Renterra's right to discontinue that discount in any later Subscription Term.
5. Customer Content and Responsibilities.
5.1. License; Ownership.
Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer will obtain all third party licenses, consents and permissions needed for Renterra to collect, access, use, and otherwise Process the Customer Content to provide the Services. Without limiting the foregoing, Customer will be solely responsible for providing all notices to, and obtaining from, third parties, including, without limitations its customers, all necessary rights and consents for Renterra to use the Customer Content for the purposes set forth in this Agreement (including, without limitation, all notices and consents required under Applicable Data Protection Laws). Customer grants Renterra a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Customer Content as necessary for purposes of providing and improving the Services, (b) to use the Customer trademarks, service marks, and logos as required to provide the Services, or in promotional materials marketing websites and the like, and (c) derive aggregated, de-identified and/or anonymized data from Customer Content ("Derived Data"). Renterra will be the sole owner of all such Derived Data and will have the right to use such Derived Data for any lawful business purpose. The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to Renterra in this Agreement are reserved by Customer.
5.2. Customer Warranty.
Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Renterra's system or data; and (e) otherwise violate the rights of a third party. Renterra is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer's sole cost and expense. Customer agrees that any use of the Renterra Solution contrary to or in violation of the representations and warranties of Customer in this Section 5.2 (Customer Warranty) constitutes unauthorized and improper use of the Renterra Solution.
5.3. Customer Responsibility for Data and Security.
Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access the Renterra Solution. Customer will have the ability to export its own Customer Content out of the Renterra Solution and is encouraged to make its own back-ups of the Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.
5.4. Customer Responsibility for Operating its Own Business.
Customer acknowledges that it, and not Renterra, is responsible for operating Customer's own business, including with respect to obtaining all licenses, permits and other governmental registrations to enable its use of the Services. The Renterra Solution is not intended to be used as advice as to whether to engage in any particular transaction.
6. Professional Services
Where the parties have agreed to Renterra's provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed statement of work ("SOW"). The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement. Conflicts between an Order Form or SOW and these Terms are resolved under Section 13.10.
7. Data Security and Privacy
7.1. Data Security.
During the Term, Renterra will maintain commercially reasonable safeguards and procedures designed to prevent the unauthorized use or disclosure of Personal Data ("Data Safeguards"). During the Term, Renterra will maintain commercially reasonable physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Personal Data.
7.2. Privacy.
Without limiting Customer's obligations under Sections 2 (Provision of Services), and 3 (Intellectual Property), each party shall comply with all Applicable Data Protection Laws in the performance of their respective obligations under this Agreement with respect to the Processing of Personal Data. The sale, retention, use or disclosure of Personal Data shall be governed by Renterra's Privacy Policy, as in effect from time to time, and located at https://getrenterra.com/privacy-policy.
For clarity, the Privacy Policy governs privacy and data processing practices for both the Application and the public Website, which may differ in technical implementation, including consent-based collection on the public Website and automatic operational collection within the Application as part of providing the Services.
7.3. Cross-Border Processing
Customer acknowledges and agrees that the Services may be provided using infrastructure located in the United States or other jurisdictions outside of Canada. Customer consents to Renterra's Processing and transfer of Personal Data in such locations as necessary to provide the Services, subject to Applicable Data Protection Laws.
7.4. Additional Agreements.
To the extent that Renterra or Customer reasonably determine that Applicable Data Protection Laws require the parties to execute any additional agreements governing Personal Data, the parties agree to negotiate in good faith with respect to such additional agreements.
8. Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED "AS IS," WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES RESIDES WITH CUSTOMER. RENTERRA EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. RENTERRA DOES NOT WARRANT THAT OPERATION OF THE RENTERRA SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE.
9. Limitation of Liability
9.1. Types of Damages.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
9.2. Amount of Damages.
THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER TO RENTERRA DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT WILL RENTERRA'S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
9.3. Basis of the Bargain.
The parties agree that the limitations of liability set forth in this Section 9 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
10. Confidentiality.
10.1. Confidential Information. "Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Renterra.
10.2. Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Renterra). In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
10.3. Exceptions. The confidentiality obligations set forth in Section 10.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
11. Indemnification.
11.1. By Renterra.
Renterra will defend at its expense any suit brought against Customer, and will pay any settlement Renterra makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Renterra Solution infringes such third party's patents, copyrights or trade secret rights under applicable laws of any jurisdiction. If any portion of the Renterra Solution becomes, or in the opinion of Renterra is likely to become, the subject of a claim of infringement, Renterra may, at the option of Renterra: (a) procure for Customer the right to continue using the Renterra Solution; (b) replace the Renterra Solution with non-infringing software or services which do not materially impair the functionality of the Renterra Solution; (c) modify the Renterra Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the Subscription Term, and upon such termination, Customer will immediately cease all use of the Renterra Solution and Documentation. Notwithstanding the foregoing, Renterra will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Renterra Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Renterra Solution in combination with other products, equipment, software or data not supplied by Renterra; or (iii) any modification of the Renterra Solution by any person other than Renterra or its authorized agents (collectively, the "Exclusions" and each, an "Exclusion"). This section states the sole and exclusive remedy of Customer and the entire liability of Renterra, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
11.2. By Customer.
Customer will defend at its expense any suit brought against Renterra, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) Customer's breach or alleged breach of Sections 5.2 (Customer Warranty), 13.6 (Compliance with Law), or 14 (Communications Services); or (c) claims for bodily injury or damage to physical property, to the extent (i) alleged to be caused by Customer's or any other party's use of the Renterra Solution; or (ii) caused by the acts or omissions of Customer, its employees, officers or agents. This section states the sole and exclusive remedy of Renterra and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
11.3. Procedure.
The indemnifying party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
12. Term And Termination.
12.1. Term.
This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect or Customer maintains a Free Plan account, unless earlier terminated in accordance with this Agreement (the "Term"). Unless otherwise stated in the applicable Signed Order Form, the Subscription Term of a Paid Plan will begin on the Commencement Date set forth in the Signed Order Form or, for an Online Order, the date the Online Order is completed, and continue in full force and effect for the Initial Subscription Term, unless earlier terminated in accordance with this Agreement. Thereafter, the Paid Plan will automatically renew for additional terms of one (1) year unless either party gives notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current Subscription Term.
12.2. Termination for Breach.
Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. Free Plan accounts may also be closed as provided in Section 2.3.
12.3. Effect of Termination.
Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10 (Confidentiality);and (c) any amounts owed to Renterra under this Agreement will become immediately due and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.5 (Open Source Software), 4 (Fees and Expenses; Payments), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Indemnification), 12.3 (Effect of Termination), 12.4 (Data Extraction), 13 (Miscellaneous), 14.3, 14.6 and 14.7 (Communications Services), and 15.4 (Marketing Suite) will survive expiration or termination of this Agreement for any reason.
12.4. Data Extraction.
For twenty (20) days after the end of the Term, as applicable, Renterra will make Customer Content available to Customer through the Renterra Solution on a limited basis solely for purposes of Customer retrieving Customer Content, unless Renterra is instructed by Customer to delete such data before that period expires. After such period, Renterra will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession. This Section 12.4 does not apply to Free Plan accounts closed for inactivity, which are governed by Section 2.3(e).
13. Miscellaneous.
13.1. Governing Law and Venue.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware for any lawsuit filed there against Customer by Renterra arising from or related to this Agreement that is excluded from arbitration under Section 13.12, and for entry of judgment on any arbitration award. Notwithstanding the foregoing, Renterra may agree in an Order Form that the laws and courts of a Canadian province (such as Ontario or British Columbia) will apply to claims arising out of that Order Form, and in such case those Order Form-specific terms will control. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
13.2. Export.
Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Renterra, or any products utilizing such data, in violation of the United States export laws or regulations.
13.3. Severability.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
13.4. Waiver.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.5. No Assignment.
Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
13.6. Compliance with Law.
Customer will, and will ensure that all Authorized Users, always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its and their purchase and use of the Services, Licensed Material and Documentation, including without limitation Canada's Anti-Spam Legislation (CASL) and similar laws governing the sending of electronic messages.
13.7. Force Majeure.
Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
13.8. Independent Contractors.
Customer's relationship to Renterra is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Renterra.
13.9. Notices.
All notices required or permitted under this agreement must be delivered in writing, if to Renterra, by emailing notice@getrenterra.com and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page of a Signed Order Form or, if there is none, the Account Owner's email address, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Cover Page (if any) by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Routine notices about the Services, billing, renewals, Fee changes, and Plan changes may be given by email to the Account Owner or by notice within the Application. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
13.10. Entire Agreement.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Renterra, except for updates to these Terms made under the "Changes to These Terms" paragraph above and Plan changes made through the Application under Section 2.4. In the event of a conflict between these Terms and an Order Form or SOW, the Order Form or SOW will control solely with respect to the specific subject matter it expressly addresses and solely for that Order Form or SOW. In all other respects, these Terms will control.
13.11. Informal Resolution.
Before initiating any legal proceeding arising out of or relating to this Agreement or the Services, the parties agree to first attempt in good faith to resolve the dispute informally by contacting Renterra at notice@getrenterra.com and providing a description of the issue and the relief sought. The parties agree to engage in good faith discussions for at least thirty (30) days before commencing formal proceedings.
13.12. Arbitration and Waiver of Jury Trial.
Except for claims that may be brought in small claims court, actions to collect unpaid Fees, and claims for injunctive relief to protect Intellectual Property Rights or Confidential Information, any dispute arising out of or relating to this Agreement or the Services shall be resolved by binding arbitration on an individual basis administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Chicago, Illinois. The parties waive the right to a jury trial and agree that any arbitration shall not be conducted on a class, consolidated, or representative basis. Judgment on the award may be entered in any court of competent jurisdiction.
14. Communications Services.
14.1. Scope.
Communications Services include (a) "Renterra Communications," which Renterra provides using third-party communications platform providers (currently Twilio), including Telephone Numbers, voice calling, SMS and MMS messaging, voicemail, call recording, and transcription; and (b) "Third-Party Communications Integrations," which connect the Services to communications accounts Customer maintains directly with other providers, such as RingCentral (each, a "Third-Party Communications Provider"), so that Communications Data such as call logs, recordings, and transcripts can be imported into and used within the Services. Sections 14.2 through 14.4 apply to all Communications Services. Sections 14.5 through 14.9 apply only to Renterra Communications. Section 14.10 applies only to Third-Party Communications Integrations.
Part A: All Communications Services
14.2. Consents and Compliance.
(a) Customer Responsibility. As between the parties, Customer is solely responsible for all communications made, sent, received, or recorded through Customer's account, including their content, recipients, timing, and purpose. Customer is the sender and initiator of each such communication for all legal purposes, and Renterra acts solely as a technology provider on Customer's behalf.
(b) Communications Laws. Customer will comply with all laws, regulations, and regulatory requirements that apply to its communications in every jurisdiction where Customer or any recipient or participant is located, including all federal, state, provincial, territorial, and local laws governing telemarketing and telephone solicitation, automated or prerecorded calls and messages, text messaging, commercial electronic messages, do-not-call registries, call recording, monitoring, and interception, privacy, and consumer protection (collectively, "Communications Laws"). Communications Laws include, without limitation: in the United States, the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, the Electronic Communications Privacy Act, and state telemarketing, do-not-call, "mini-TCPA," wiretap, and eavesdropping laws; and in Canada, CASL, the CRTC Unsolicited Telecommunications Rules (including the National Do Not Call List and Automatic Dialing-Announcing Device rules), PIPEDA, provincial privacy laws, and the Criminal Code.
(c) Consents and Opt-Outs. Customer will obtain all consents required by Communications Laws before each communication; keep records of those consents and of opt-out requests for the longer of four (4) years or the period required by law; honor opt-out and revocation requests within the time required by law; screen against applicable do-not-call lists; and observe applicable calling-time and frequency restrictions.
(d) Recording and Monitoring. Customer will give notice to, and obtain the consent of, all parties to any communication Customer records, monitors, or transcribes, unless Customer has determined that a less restrictive rule lawfully applies. Customer is solely responsible for determining which laws apply to each communication, including when participants are located in different jurisdictions.
(e) Imported Communications Data. For Communications Data imported through a Third-Party Communications Integration, Customer represents that the underlying communications were made, recorded, and retained in compliance with Communications Laws, and that all notices and consents required for Renterra to access and process them, including through transcription and AI Communications, were given or obtained.
(f) Tools Are Not Legal Advice. Renterra does not monitor Customer's compliance. Any features, defaults, templates, or guidance Renterra provides, such as recording announcements, opt-out keywords, or consent fields, are provided for Customer's convenience only, are not legal advice, and do not transfer any compliance responsibility to Renterra.
(g) Cooperation and Suspension. Customer will promptly provide records of consents and opt-outs on request from Renterra, a provider, or a regulator. Renterra may immediately suspend or limit Communications Services if it receives a complaint, carrier or provider notice, or regulatory inquiry, or reasonably believes Customer's use violates Communications Laws, Provider Requirements, or this Section 14.
(h) Fines and Indemnity. Customer will reimburse Renterra for any fines, penalties, or fees imposed by carriers, providers, or regulators arising from Customer's communications. Without limiting Section 11.2, Customer will defend and indemnify Renterra against any claim arising out of communications made, sent, received, or recorded through Customer's account.
14.3. Recordings and AI Communications.
AI Communications may be inaccurate or incomplete, and Customer is responsible for reviewing them before relying on them. Renterra does not use Communications Data to create voiceprints, voice templates, or other biometric identifiers, and Customer will not use the Communications Services to do so.
14.4. Communications Data.
Communications Data, whether generated through Renterra Communications or imported through a Third-Party Communications Integration, is Customer Content. Renterra's communications platform providers may process Communications Data on Renterra's behalf to provide the Services. Renterra may retain call-detail records and other Communications Data to the extent required by Provider Requirements or law.
Part B: Renterra Communications
14.5. Activation.
To enable Renterra Communications, Customer must provide accurate business information for provider account setup and regulatory registration. Customer authorizes Renterra to share that information with its providers and carriers. Renterra may establish a dedicated sub-account for Customer with its provider. Activation depends on provider review and approval, which Renterra does not control, and Renterra does not guarantee approval or its timing. The Renterra Communications features available to Customer depend on Customer's Plan.
14.6. Provider Requirements.
Customer will comply with all Provider Requirements, including Twilio's Acceptable Use Policy at https://www.twilio.com/en-us/legal/aup, as updated from time to time, and carrier registration requirements for business messaging, such as A2P 10DLC brand and campaign registration and toll-free verification. Customer will not use Renterra Communications to send unsolicited, deceptive, or prohibited content, or to misrepresent caller identity. Renterra may suspend or limit Renterra Communications or any Telephone Number where a provider requires it, or where Renterra reasonably believes Customer's use violates Provider Requirements or law.
14.7. Telephone Numbers and Porting.
Customer acquires no ownership right in any Telephone Number. Customer authorizes Renterra and its providers to submit port-in requests on Customer's behalf and represents that it is authorized to port each number it requests. Renterra is not responsible for delays or rejections by carriers. Subject to Provider Requirements and payment of all amounts owed, Renterra will reasonably cooperate with a request to port a Telephone Number out if Customer makes the request within 30 days after the end of the Term. Telephone Numbers not ported out within that period may be released.
14.8. Delivery and Pass-Through Fees.
Delivery of calls and messages depends on carriers and other networks outside Renterra's control. Renterra is not responsible for messages blocked, filtered, or delayed by carriers, or for outages of carrier or provider networks. Charges for Renterra Communications are Usage Fees at Renterra's then-current rates, as made available to Customer in the Application or on request, and may change on notice to the Account Owner. In addition, Renterra may charge Customer for fees, surcharges, and registration costs that carriers, providers, or regulators impose in connection with Customer's use of Renterra Communications, such as carrier messaging surcharges and A2P 10DLC registration fees. Renterra may also apply reasonable limits where needed to prevent fraud or abuse or to comply with Provider Requirements.
14.9. VoIP Enhanced 911 (E911).
(a) VoIP E911 Service. Voice calling through Renterra Communications uses Voice over Internet Protocol ("VoIP"). Renterra Communications support calls to 911 from Telephone Numbers that have a Registered Location. Where Enhanced 911 ("E911") is available and activated for a Telephone Number, a 911 call is routed to the public safety answering point ("PSAP") serving the Registered Location, and the Telephone Number and Registered Location are automatically provided to the emergency dispatcher. VoIP E911 differs from traditional wireline and mobile emergency calling and is subject to the limitations in this Section 14.9. E911 availability depends on the Telephone Number, location, and underlying provider capabilities; not every 911 call will include automatic callback-number or address information.
(b) Registered Location. Customer must register an accurate physical address, including suite or floor where applicable, for each Telephone Number used to place calls (a "Registered Location"), using the emergency address settings in the Application, and must update it whenever the location where that number is used changes, including when a user works remotely or moves a device. VoIP E911 routing uses the Registered Location associated with the Telephone Number and should not be assumed to determine a caller's actual location automatically. Address registration and changes are subject to provider validation and processing and may not take effect immediately. Customer must confirm that registration or an update is effective before relying on E911 at that location. If the Registered Location is missing, inaccurate, outdated, or not yet effective, or a user calls from somewhere else, the call may be routed to the wrong emergency center and responders may be sent to the wrong address.
(c) Limitations and Alternative Access. VoIP 911 and E911 calls may not connect, or may be delayed, during a power, internet, network, carrier, or provider outage; if Customer's account or a Telephone Number is suspended or terminated; or if a Telephone Number lacks an effective Registered Location. Depending on provider capabilities and the emergency center receiving the call, a call may be handled as Basic 911 or routed to an emergency call center that must obtain the caller's location verbally before transferring the call to the appropriate PSAP, which may cause delay. Text messages to 911 are not supported. Customer should maintain an alternative means of reaching Emergency Services, such as a mobile phone or a traditional telephone service that does not depend on the same power or internet connection.
(d) Notice to Users. Customer will inform all Authorized Users and anyone else who may place calls through Renterra Communications of these VoIP 911 and E911 limitations, including the need to maintain an accurate Registered Location and alternative access to Emergency Services, and will display any emergency calling notices or labels Renterra provides. Callers should immediately tell the dispatcher their actual physical location and callback number, should not assume the dispatcher has received that information automatically, and should use an alternative means to reach Emergency Services if a call fails or is disconnected.
(e) Acknowledgment. By enabling voice calling, Customer acknowledges that it has received and understands the VoIP 911 and E911 limitations described in this Section 14.9 and its responsibilities to maintain accurate Registered Locations and inform users of those limitations.
(f) Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER RENTERRA NOR ITS PROVIDERS WILL BE LIABLE FOR ANY CLAIM ARISING FROM ANY INABILITY TO REACH EMERGENCY SERVICES, MISROUTED OR DELAYED EMERGENCY CALLS, OR INACCURATE LOCATION INFORMATION, AND CUSTOMER WILL DEFEND AND INDEMNIFY RENTERRA AND ITS PROVIDERS AGAINST ANY SUCH CLAIM ARISING FROM CUSTOMER'S FAILURE TO MAINTAIN ACCURATE REGISTERED LOCATIONS OR TO GIVE THE NOTICES REQUIRED BY THIS SECTION 14.9.
Part C: Third-Party Communications Integrations
14.10. Third-Party Communications Integrations.
(a) Customer's use of each Third-Party Communications Provider is governed solely by Customer's agreement with that provider. Renterra is not a party to that agreement and is not responsible for the provider's services, availability, security, or acts or omissions.
(b) By connecting an account, Customer authorizes Renterra to access, import, store, and process Communications Data from that account to provide the Services. Customer represents that its agreement with the provider permits this.
(c) Renterra does not control what data a provider makes available. An integration may change or stop working if the provider changes its systems or terms, and Renterra may modify or discontinue any integration.
(d) Disconnecting an integration stops future imports. Communications Data already imported remains Customer Content under this Agreement until Customer deletes it or it is deleted under Section 12.4.
(e) Sections 14.5 through 14.9 do not apply to Third-Party Communications Integrations.
15. Marketing Suite.
15.1. Scope.
Where Customer's Plan or Order Form includes the Marketing Suite, Renterra will provide the marketing tools, features, and services included in the Marketing Suite for Customer's Plan, as described on the pricing page or in the Order Form. Where the Marketing Suite includes Renterra’s AI Ads feature and Customer elects to use it, Renterra will plan, place, and manage advertising campaigns on Customer’s behalf through one or more third-party advertising platforms (each, an “Advertising Platform”), together with related reporting, in accordance with Customer’s approved budget and campaign parameters (“Managed Campaigns”). The Marketing Suite may also report on advertising campaigns that Customer or a third party manages outside the AI Ads feature (“Tracked Campaigns”); Renterra does not place or manage Tracked Campaigns.
15.2. Advertising Spend and Accounts.
Customer funds all advertising spend directly with the Advertising Platform using Customer's own payment method. Advertising spend is paid to the Advertising Platform, is not a Fee, and is not collected or held by Renterra. Advertising accounts used for Customer's campaigns are established for Customer's benefit, and any unspent advertising budget remains Customer's and is subject to the Advertising Platform's policies. Customer authorizes Renterra to act on Customer's behalf within the Advertising Platform for Managed Campaigns , including to create, modify, pause, and end campaigns and to allocate Customer's approved budget among them. Renterra does not control the Advertising Platform and is not responsible for its availability, policies, pricing, or acts or omissions.
15.3. Ad Spend Management Fee.
In addition to any Subscription Fee for the Marketing Suite, Customer will pay Renterra a management fee calculated as a percentage of all advertising spend on Managed Campaigns in the prior month, at the rate stated in the Order Form (the “Ad Spend Management Fee”). The Ad Spend Management Fee does not apply to Tracked Campaigns. The Ad Spend Management Fee is a Usage Fee, is billed monthly in arrears, and applies regardless of any discount to, or waiver of, the Marketing Suite Subscription Fee. Customer authorizes Renterra to obtain Customer's advertising spend data from the Advertising Platform to calculate the Ad Spend Management Fee.
15.4. No Performance Guarantee.
Advertising results depend on factors outside Renterra's control, including the Advertising Platform, Customer's market, budget, and offering. Renterra does not guarantee any level of impressions, clicks, leads, conversions, revenue, or other outcome, and no refund or credit is available based on campaign performance.