RENT TO EARN AGREEMENT

Effective: November 1st, 2019

By signing up for the savings match program, the user ("you", "your" or "Renter") accept and agree to the terms and conditions of this agreement (this "Agreement") with Roost Enterprises Inc., Delaware corporation ("our", "Rhove", "us" or "we").

  1. Definitions as used in this Agreement.

    a. Rhove: Roost Enterprises, Inc. d.b.a. Rhove.

    b. Renter: (i) any party obligated to pay rent pursuant to a rental agreement with Property Owner (defined below); (ii) is a registered user of Rhove’s mobile application or services; and (iii) has accepted the terms and conditions of this Agreement.

    c. Property Owner: The owner of a Property that has (i) entered into a Master Services Agreement (“MSA”) with Rhove, (ii) made the Rent to Earn Rent Rewards program available to renters living in their property, and (iii) has funded an account with Rhove to meet the savings match obligations of the Rent Rewards program.

    d. Lease Agreement: The Lease Agreement (or “Rental Agreement”) for the use of the Property between Renter and the Property Owner that obligates Renter to make monthly payments.

    e. Qualifying Lease Agreement: Unless otherwise agreed to by the Property, a Qualifying Lease Agreement is a lease agreement that has a term equal to or greater than 12 months (330 or more days).

    f. FBO Account: The account set up pursuant to a separate Fiduciary Deposit Account Agreement between Rhove and Renter, the terms and obligations of which are incorporated by reference, whereby Rhove will set up a For Benefit of Account with Evolve Bank & Trust for the benefit of Renter.

    g. Rent Rewards: The Rent Rewards Program (or the “Program” or “Rent Rewards”) is a matching rewards savings program provided to renters, to incentivize renter retention and lower turnover cost. Property may provide the Rent Rewards Program to Renters pursuant to the terms described herein.

  2. Terms of Service.

    The Terms of Service agreed to between Rhove and Renter through Renter's use of Rhove's website and/or mobile applications are incorporated herein by reference. To the extent there is conflict between the Terms of Service and this Agreement, the Terms of Service shall control. Renter acknowledges reviewing the Terms of Service and policies referenced therein prior to executing this Agreement.

  3. Eligibility.

    Unless otherwise agreed to by the Property Owner, eligibility for Rent Rewards requires that the Renter has a Qualifying Lease Agreement with the Property and that the Renter is current on all rent payments per their Rental Agreement.

  4. Rent Rewards Monthly Match.

    Except as otherwise provided herein or in the Fiduciary Deposit Account Agreement, if the Renter deposits an amount equal to or greater than 2.5% of the Renter’s monthly rent payment in an FBO Account with Rhove, the Property Owner will also match the 2.5% deposit. The Property Owner match will be held in a Custodial Account. The matching funds held in the Custodial Account will vest to the Renter’s benefit and shall be transferred into the Renter’s FBO account according to the vesting schedule and conditions as disclosed by Rhove.

  5. Vesting Schedule and Conditions.

    The vesting amount from Property Owner’s match as outlined in Sections 4 shall vest to the Renter’s benefit according to the applicable vesting schedule in Exhibit A or Exhibit B. The applicable vesting schedule is determined by the MSA between Rhove and the Property Owner and shall be disclosed to the Renter.

  6. Access to Funds.

    Renter shall have immediate access to and use of any funds that are deposited by the Renter in the FBO Account in addition any vested funds placed in the FBO Account.

  7. Vesting Savings Match Forfeit.

    If, after becoming Rent Rewards enrolled, Renter does not a) sign or renew a Qualifying Lease Agreement at the Property, or b) maintain residency at the Property for 24 consecutive months after enrollment, then Renter forfeits any matching funds that have not yet been disbursed to Renter’s FBO Account according to the Vesting Schedule.

  8. Roommates.

    If a Renter has one or more roommates that have signed a lease with the Renter and Property Owner, then the Property Owner’s match will be divided pro rata between the lessees.

  9. Bonus Reward.

    As a reward for using the FBO Account, Renter will receive an annual savings bonus on any vested funds in their FBO Account. The Bonus Reward may change from time to time, and should such change occur, Rhove will provide Renter with 14 days advance notice of such change.

  10. Fees.

    At this time, Rhove does not charge any fees for the services it provides. However, Rhove reserves the right to charge Service Fees at a later date by providing you with 30 days advance notice, and where such fees are allowed by law.

  11. Cancellation.

    This Agreement may be cancelled by either you or Rhove at any time. A notice of cancellation must be sent in writing to the either party with 30 days advance notice before the cancellation shall take effect.

  12. Liability.

    Rhove is not responsible or liable for Property Owner’s failure to make payments in accordance with the Rewards Account Monthly Match or Vesting Schedule.

  13. Disclaimer.

    This Agreement should in no way be construed as Rhove having given or will give any investment advice. Rhove is not a landlord, real estate broker, mortgage broker or mortgage lender, broker-dealer, investment advisor, or holder of customer funds or other property. For further clarification, Rhove is not a registered broker-dealer or registered investment advisor and cannot offer investment advice or enter into any of the aforementioned relationships with renters. By agreeing to these terms, no landlord-tenant relationship, lender relationship, brokerage relationship, advisory relationship or any similar agency or fiduciary relationship is intended to be or shall be deemed to have been created between Rhove and any renter. This is not an offer to buy or sell securities. Rhove makes no representations, warranties, or guarantees of any kind that are not expressly contained herein.

  14. Customer Support and Complaints.

    If you have any questions about this Agreement, or need customer support, please contact us at hello@rhove.com or call us at 614-321-2421. Bank services are provided through our banking software provider, Synapse. To report a complaint relating to the bank services, email help@synapsefi.com.

  15. Termination.

    a. Termination Upon Cessation of the MSA. Rent Rewards at the Property will terminate upon the cessation of the MSA between Rhove and the Property Owner.

    b. Termination Upon Change of Control. Rent Rewards at the Property will terminate upon an acquisition or change of control of the property or Property Owner, whether by operation of law or otherwise. An acquisition, assignment or transfer includes a change of control of the Property Owner.

    c. Notice. Rhove will notify you immediately of termination of Rent Rewards at the property for any reason.

    d. Immediate Vesting. Upon termination, Renters that have earned match savings from the Property Owner will immediately vest their matched savings, regardless of the lease renewal vesting schedule. The match savings earned by renters will be transferred by Rhove from the Property Owner’s Custody Account to eligible renters that have earned match savings up to the date of termination.

    e. Future Match Obligations. Upon termination for any reason, neither the Property Owner or Rhove will be obligated to make future match contributions to Renter under this Agreement.

  16. Controlling Law and Jurisdiction.

    a. Choice of Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Ohio, and shall be interpreted in all respects as a Ohio contract. Any dispute, controversy, claim or action arising from or related this Agreement likewise shall be governed by the laws of Ohio, exclusive of choice-of-law principles.

    b. Arbitration: In the event of a dispute between the Parties arising out of or relating in any way to this Agreement, such dispute shall be submitted to the American Arbitration Association and shall be resolved by means of arbitration by a panel of three arbitrators.

    i. Arbitration shall be limited solely to deciding the merits of any controversy or dispute relating to the Agreement. Such arbitration shall be pursuant to the International Dispute Resolution Procedures of the American Arbitration Association and shall be conducted in Franklin County, Ohio, or such other location as the Parties may select by mutual agreement. The language of the arbitration shall be English.

    ii. The arbitrators shall issue a reasoned award, and it shall be final and binding upon the Parties and not subject to further appeal. The arbitrators shall be empowered to award money damages but may not award consequential, incidental, exemplary or punitive damages or order specific performance.

    iii. The Parties hereby consent to the nonexclusive jurisdiction of the state and federal courts of Franklin County, Ohio, United States, for the enforcement of any arbitration award.

    c. Class Action Waiver: You and Rhove agree that any party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one Rhove user cannot and may not affect any other Rhove users.

  17. Amendments: This Agreement, as amended, changed or updated, constitute a binding contract between Rhove and you. We will notify you of any amendments, changes or updates. Your non-termination or continued use of the Services after the effective date of any amendments, changes, or updates constitutes your acceptance of the Agreement, as modified by such amendments, changes, or updates. You are responsible for regularly reviewing the Agreement. You can review the most current version of the Agreement at any time at https://rhove.com/rent-to-earn-agreement/. If you do not wish to be bound by this Agreement, please do not access or use any part of the Site.

Exhibit A

STANDARD VESTING SCHEDULE
  1. Renter’s Deposits.

    The amount deposited directly from the Renter into their FBO Account is always available for withdrawal.

  2. Standard Vesting Status Levels and Advancement.

    Upon Rent Rewards enrollment, unless otherwise agreed to by the Property, Renter will begin in Level 1 Vesting Status and advance to the next level vesting status after Renter renews a Qualifying Lease Agreement.

    a. Level 1 Vesting Status: 0% of Property Owner’s monthly match will be available for immediate withdrawal each month. The remaining 100% of Property Owner’s monthly match will vest and be disbursed to the Renter’s FBO Account once Renter earns the next level of vesting status and continues to be Rent Rewards Enrolled for at least one month after advancing to the next level of vesting status.

    b. Level 2 Vesting Status: 100% of Property Owner’s match will vest each month and be disbursed to Renter’s FBO Account.

Exhibit B

LEGACY VESTING SCHEDULES
  1. Legacy Vesting Levels and Advancement.

    If a Legacy Vesting Schedule is applicable at the Property, Renter will be notified of their applicable Legacy Vesting Schedule. The Legacy Vesting Schedule will be agreed to between Rhove and the Property and included in the associated Master Services Agreement. Upon Rent Rewards enrollment, Renter will begin in the vesting status level specified in the Legacy Vesting Schedule that is disclosed to Renter during or before enrollment. Renter will advance to the next level vesting status after Renter renews a Qualifying Lease Agreement in accordance with the applicable Legacy Vesting Schedule.

  2. Legacy Vesting Status Levels.

    a. Level 1 Legacy Vesting Status: 0% of Property Owner’s monthly match will be available for immediate withdrawal each month. The remaining 100% of Property Owner’s monthly match will vest and be disbursed to Renter’s FBO Account once Renter earns the next level of vesting status and continues to be Rent Rewards Enrolled for at least one month after advancing to the next level of vesting status.

    b. Level 2 Legacy Vesting Status: 50% of Property Owner’s monthly match will be available for immediate withdrawal each month. The remaining 100% of Property Owner’s monthly match will vest and be disbursed to Renter’s FBO Account once Renter earns the next level of vesting status and continues to be Rent Rewards Enrolled for at least one month after advancing to the next level of vesting status.

    c. Level 3 Legacy Vesting Status: 75% of Property Owner’s monthly match will be available for immediate withdrawal each month. The remaining 100% of Property Owner’s monthly match will vest and be disbursed to Renter’s FBO Account once Renter earns the next level of vesting status and continues to be Rent Rewards Enrolled for at least one month after advancing to the next level of vesting status.

    d. Level 4 Legacy Vesting Status: 100% of Property Owner’s match will vest each month and be disbursed to Renter’s FBO Account.

  3. Legacy Vesting Schedules.

    a. Legacy Vesting Schedule A. Upon Rent Rewards enrollment, Renter will begin in Level 1 Legacy Vesting Status and advance to Level 2 Legacy Vesting Status once Renter meets the Vesting Advancement qualifications. Following Level 2 Legacy Vesting Status, Renter will advance to Level 4 Legacy Vesting Status once Renter meets the Vesting Advancement qualifications.

    i. Legacy Vesting Schedule A Properties. Legacy Vesting Schedule A applies to properties owned by Borror Properties, Haddon Communities, and Four Pointe.

    b. Legacy Vesting Schedule B. Upon Rent Rewards enrollment, Renter will begin in Level 2 Legacy Vesting Status and advance to Level 3 Legacy Vesting Status once Renter meets the Vesting Advancement qualifications. Following Level 3 Status, Renter will advance to Level 4 Legacy Vesting Status once Renter meets the Vesting Advancement qualifications.

    i. Legacy Vesting Schedule B Properties. Legacy Vesting Schedule B applies to properties owned by Kaufman Development.