Terms of Use

1. Project Description and Services Requested

The Customer (referred to as "you") hereby engages RE BackOffice, Inc. ("REBO" or "we" or "us") to provide lease abstraction services, including the extraction of key financial and non-financial data from lease agreements and related documents.

the completion and review of sample pilot lease abstracts;
the receipt of all relevant lease documents from the Customer; and
Mutual approval of the standards and formats to be applied to the abstractions.

2. Term

The initial term of the Agreement shall be Twelve (12) months. The agreement can be extended or ended upon prior written notice.

3. Contract Value and Terms of Payment

The contract is for the abstraction of leases. REBO shall invoice Customer for the services rendered batch wise after the completion of the leases. Payment shall be made in US currency.

Should any charges due hereunder not be paid by the Due Date, then You may be subject to the following: (i) a late fee of 1.5% of the total unpaid balance, compounded monthly, until the unpaid balance and all accrued late fees are paid in full; (ii) revocation of any discount pricing given, if any, in which case late fees will be recalculated on non discounted pricing; and, (iii) revocation and / or suspension of any and all other services currently being provided by REBO to you.

4. Proprietary Rights

(a) Customer Ownership
Customer shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in and to the Customer Content. REBO will provide all Customer Content in an electronic format as and when requested by the Customer.

(b) Limitations
Customer shall not provide to REBO any Customer Content that may be obscene, defamatory, harassing, grossly offensive, malicious, or that actually or potentially infringes or misappropriates the copyright, trademark, or proprietary or intellectual property right of any other person, entity, organization or association.

5. Performance

REBO guarantees the delivery of lease abstracts as per paragraph 1 (project description & services requested) while following the multi-step quality control process to ensure highest accuracy possible. In the event the deliverable does not meet client's expectations REBO must be provided an opportunity to rectify the deliverable. Any changes to the scope of work once production begins will affect quoted price and turnaround time.

6. Acceptance Process

Unless otherwise agreed in writing, REBO will deliver each Deliverable of abstractions (a "Batch") per the schedule mentioned in this Agreement. Customer will have fifteen (15) days after receipt of any Deliverable to review such Deliverable and thereafter it shall be deemed accepted. If at any time during the engagement, an abstraction is found to have any errors, Customer may reject such Deliverable by written notice of rejection to REBO. A written notice of rejection will specify in detail the reasons the Deliverable fails to meet the relevant criteria. REBO will correct any material deficiencies and provide Customer with a revised Deliverable as soon as practicable but, unless otherwise agreed in writing by REBO and Customer, no later than thirty (30) days after receipt of notice of rejection from Customer. If REBO does not correct a material deficiency, Customer may elect to terminate the Master Agreement.

7. Limitations On Provision Of Services

In no event will REBO be liable to Customer or any other affiliated party for any delay or other failure to perform hereunder that is due to occurrences or circumstances beyond REBO's reasonable control (including epidemic, riot, unavailability of resources due to national defense priorities, war, armed hostilities, strike, walkouts, civil disobedience, embargo, fire, flood, drought, storm, pestilence, lightning, explosion, power blackout, earthquake, volcanic eruption or any foreseeable or unforeseeable act of God, act of a public enemy, act of terrorism, act of sabotage, act or omission of carriers, or other natural catastrophe or civil disturbance), in each case during the period and to the extent that such extraordinary condition delays, impairs or prevents such party's performance (collectively, "Force Majeure Conditions"). Any such failure to perform shall not be a breach hereof by REBO and performance will be excused until such time as the Force Majeure Condition is corrected or otherwise extinguished.

8. Indemnity

You agree to indemnify and hold harmless REBO and its affiliates and their respective officers, partners, directors, its agents and employees, from and against any third party claim or demand (including reasonable attorneys' fees), arising out of or relating to your violation of this Agreement and its terms and conditions. You shall cooperate as fully as reasonably required in the defense of any such claim or demand. REBO reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, and you shall not in any event settle any such matter without the written consent of REBO.

9. Confidentiality

REBO shall treat as confidential property and not disclose to others during or subsequent to the term of this Agreement, except as necessary to perform this Agreement (and then only on a confidential basis satisfactory to both parties), any information and documents (including without limitation any reports or data) which may be delivered to REBO by Customer and whether or not the same are marked "Confidential."

Nothing above, however, shall prevent REBO from disclosing to others or using in any manner information which REBO can demonstrate:

Has been published and has become part of the public domain other than by acts, omissions or fault of REBO, their employees, agents, contractors and/or consultants; or,
Has been furnished or made known to REBO by a third party (other than those acting directly or indirectly for or on behalf of REBO or Customer) as a matter of legal right without restrictions on its disclosure; or,
Was in REBO's possession prior to disclosure thereof by Customer; or,
Must be disclosed pursuant to any statute, law, regulation, ordinance, order or decree of any governmental authority having jurisdiction over REBO or any of its employees, agents, contractors and/or consultants, provided however that REBO must notify Customer in advance of such disclosure.

Upon termination or expiration of this Agreement, REBO will (a) immediately cease any use of the confidential property, and (b) upon the direction of Customer, return to Customer all documents constituting or containing any such confidential information whether prepared by Customer or by REBO from information supplied by Customer.

10. Disclaimers

ANY ONLINE SERVICES (THE "WEB SITE") PROVIDED BY REBO TO SUPPORT PROJECTS AND ACTIVITIES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND. REBO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES (A) AS TO TITLE, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, (B) AS TO THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE DATA AND OTHER CONTENT AND (C) AGAINST INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REBO SHALL CREATE ANY WARRANTY OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT REBO AND ITS AGENTS OR EMPLOYEES, AND ITS AFFILIATES AND THEIR RESPECTIVE, OFFICERS, AGENTS, PARTNERS, DIRECTORS AND EMPLOYEES ("REBO RELATED PARTIES") SHALL HAVE NO LIABILITY TO CUSTOMER UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF REBO, ITS AGENTS OR EMPLOYEES. THE LIABILITY OF REBO AND THE REBO RELATED PARTIES PURSUANT TO THE FOREGOING SENTENCE SHALL BE LIMITED TO THE CONTRACT VALUE OF THE SERVICES TO BE PROVIDED HEREUNDER. IN NO EVENT SHALL REBO OR ANY REBO RELATED PARTY BE LIABLE FOR ANY INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES RELATING TO OR RESULTING FROM A BREACH OF THIS AGREEMENT OR ANY INABILITY TO USE THE SITE OR ANY OTHER SITE ACCESSED THROUGH A LINK FROM THE SITE OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF ELECTRONIC OR OTHER MESSAGES SENT TO US. THESE INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, YOUR LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCE WILL REBO OR ANY REBO RELATED PARTY BE LIABLE IN ANY WAY FOR ANY INFORMATION, DATA, TEXT, SOFTWARE, PHOTOGRAPHS, GRAPHICS, MESSAGES OR OTHER CONTENT POSTED, E-MAILED OR OTHERWISE TRANSMITTED BY A USER THROUGH THE REBO WEB SITE, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY SUCH WEB SITE OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY SUCH CONTENT, EXCEPT FOR THE LIABILITY OF REBO TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF REBO, ITS AGENTS OR EMPLOYEES. REBO SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCE THEREOF DUE TO CAUSES BEYOND REBO'S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INDUSTRIAL DISPUTES OF WHATEVER NATURE, ACTS OF GOD, PUBLIC ENEMY, WAR, ACTS OF GOVERNMENT, FIRE, OTHER CASUALTY, FAILURE OF ANY LINK OR CONNECTION WHETHER BY COMPUTER OR OTHERWISE, OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OF STORING OR TRANSMITTING INFORMATION.

12. Miscellaneous

12.1 Trademark
REBO and Customer employ various trademarks and service marks. You may not use or display such marks in any manner without the prior written permission of REBO or Customer, as the case may be. REBO and Customer may also employ other trademarks and service marks that are the property of third parties, or are licensed to, or owned by REBO or Customer. All of these trademarks and service marks are the property of their respective owners. Both parties agree not to use or display them in any manner without the prior written permission of the applicable trademark owner.

12.2 Governing Law
This Agreement and your use of any REBO website tools shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws principles. You irrevocably consent to the jurisdiction of the federal and state courts located in the Commonwealth of Pennsylvania for any action to enforce these terms and conditions. REBO seeks to comply with the laws of the particular jurisdictions in which it operates. If any material on the REBO website, or your use of the website is contrary to the laws of the place where you are when you access it, then the website is not intended for your use and we ask you immediately discontinue use the website.

12.3 Severability
In the event any portion of this Agreement is determined to be illegal, invalid or unenforceable in any respect, such part shall be deemed severed from this Agreement without invalidating the remaining provisions of this Agreement or affecting the enforceability of such remaining provisions.

12.4 Waiver
No waiver by REBO of any right under or term or provision of this Agreement, will be deemed a waiver or any other right, term, or provision of this Agreement at that time or a waiver of that or any other right, term, or provision of this Agreement at any other time.

12.5 Injunctive Relief
You agree that in the event of a breach of this Agreement or the Terms and Conditions by you or your employees, independent contractors, agents or affiliates, REBO may suffer irreparable harm and will be entitled to injunctive relief (without the necessity of posting a bond) as well as all other remedies available at law or in equity.

12.6 AI
RE Backoffice uses AI within established guidelines and best practices for the responsible and ethical use of (AI) Artificial Intelligence. It ensures that our employees are using AI systems and platforms in a manner that aligns with the company's values, adheres to legal and regulatory standards, and promotes the safety and well-being of our stakeholders. RE Backoffice specifically uses AI to process client data. At no time is this data, personal or otherwise, shared or trained on by public models. AI is strictly used to improve internal and external business processes and to bring efficiency to employees and clients.

12.7 Other Agreements
Notwithstanding anything to the contrary herein, if you and REBO have entered into a separate written agreement that covers your use of a REBO product (including, without limitation, any License Agreement or Non-Disclosure Agreement), the terms and conditions of such agreement shall control to the extent they are inconsistent with this Agreement.

12.8 Entire Agreement
Customer and REBO agree that the terms and conditions of this Agreement supersede any provisions of any Customer drafted purchase order and supersede all proposals, written or oral, as well as other communications between Customer and REBO relating to the subject matter of this Agreement, except as contemplated the preceding sub-paragraph. Any amendment or modification of this Agreement must be in writing signed by both Customer and REBO.