RENTERSHIP ELIGIBLE RENTER AGREEMENT

Effective August 19, 2020

Thank you for joining Rhove! Rhove’s software platform (the “Platform”), which includes a software-as-a-service mobile application (the “Rhove App”), is designed to address systemic challenges around housing affordability by providing eligible tenants living at participating properties, like you, with certain economic “stake” in the rental relationship. 

By registering an account on the Platform, the user (“you”, “your” or “Eligible Renter”) accepts and agrees to the terms and conditions of this Eligible Renter Agreement (this “Agreement”) with Roost Enterprises Inc., Delaware corporation d.b.a Rhove (“our”, “us” or “we” or “Rhove”).

  1. Terms of Service. By your registration of a user account on the Platform, you have agreed to our Terms of Service, which 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. You hereby acknowledge that you have reviewed the Terms of Service and policies referenced therein prior to registering a Platform account.

  2. Availability; Eligibility. Rhove currently operates the proprietary leasehold incentive program referred to as “Rentership.” The availability of Rentership depends on whether your lessor (the “Property Owner”) has elected to participate in Rentership pursuant to a separate agreement with Rhove (“Property Owner Agreement”). You are eligible to participate in Rentership as an “Eligible Renter” if (i) you have signed a lease agreement with a Property Owner (a “Qualified Lease”); (ii) your Qualified Lease is in good standing; and (iii) you have registered a Platform user account, thereby accepting the terms and conditions of this Agreement. Details on the Rentership program available at, and applicable to, your leasehold property (the “Rental Property”) will be provided upon account registration.

  3. Rentership. If your Property Owner elects to participate in Rentership and you are an Eligible Renter, then you may participate in Rentership. For Property Owners, participation in Rentership is designed to increase Eligible Renter retention and decrease turnover costs. For Eligible Renters, participation in Rentership provides a contractual right to receive a future rebate on rent under a long-term leasehold.

    1. Property Owner Participation. A Property Owner electing to participate in Rentership elects (i) a percentage of a Rental Property’s appraised value as a “Rentership Participation Pool” measured in “Rentership Stake” or “RNT” at a rate of US$1.00 per RNT; (ii) an applicable annual rate payable on RNT (“Annual Rate”); (iii) the amount of RNT awarded to Eligible Renters on an annual basis (“Annual Award”); and (iv) whether to receive an advance on the amount of RNT from the Rentership Participation Pool by Rhove (“Advance”).

    2. RNT Awards to Eligible Renters. From time to time, you may receive an award of RNT from the Rentership Participation Pool, whether made by the Property Owner or by Rhove (in the case of an Advance); provided that the maximum number of RNT awarded per Rental Property shall not exceed the size of the Rentership Participation Pool for such Rental Property:

      1. Annual Award. The Annual Award will be made available for you to claim on the Rhove App. In the event insufficient RNT remain available in the Rentership Participation Pool to provide Annual Awards, then the Annual Award will be made available in the form of a rebate on rent in cash at a rate of US$1.00 per RNT. For the sake of clarity, you may claim the Annual Award only if, and for long as, you are an Eligible Renter.

      2. Elective Award. In addition to the Annual Award, you may, subject to the availability of RNT in the Rentership Participation Pool, increase your participation in Rentership by payment of an additional fee through the Rhove Platform (“Elective Award”) at a rate equal to US$1.00 per 1 RNT (“Participation Fee”). Participation Fees will be held in a designated debit or custody account (“Custody Account”), in Rhove’s exclusive discretion, to ensure that there is a minimum balance necessary for you to return your RNT to the Rentership Participating Pool and receive a refund at par value (US$1.00 per 1 RNT). In the event insufficient RNT remain in the Rentership Participation Pool to provide Elective Awards, then the remaining RNT will be allocated among Eligible Renters on a first-come, first-serve basis.

      3. Processing Fees. For each Participation Fee received, Rhove will charge a processing fee in an amount equal to the greater of $1.00 or 1.99% (i.e. US$0.0199) per $1.00 RNT awarded (“Processing Fees”), which you will pay via the Platform at the time of payment of the Participation Fee. Processing Fees may be adjusted as updated or amended in this Agreement (or applicable terms and conditions) upon notice to Eligible Renters at Rhove’s sole discretion.

  4. Rentership Stake. Each RNT represents your contractual right to receive certain future rebates on rent paid to a Property Owner, as follows:

    1. Periodic Rebate Payments. Periodic rebate payments are calculated by Rhove based on the number of RNT awarded from the Rentership Participation Pool (“Rentership Participation Pool Percentage”) on an annual basis at the Annual Rate, and are payable in monthly installments by the Property Owner to Rhove or its affiliate. Upon receipt, Rhove will transfer your proportionate share to your account, effectively resulting in a rebate on the amount of total rent paid on a long-term leasehold.

    2. Capital Event Rebate Payments. In addition to periodic rebate payments, the Property Owner will make an additional rebate payment to Rhove or its affiliate upon the occurrence of any sale or other disposition of the Rental Property, which may include refinancing of existing indebtedness on the Rental Property occurring at least 12 months after the date of the Rental Property’s participation in Rentership, that would result in a distribution of cash proceeds to the equity owners of the Rental Property (a “Capital Event Payment”). Upon receipt, Rhove will transfer your proportionate share to your account, effectively resulting in an additional rebate on the amount of total rent paid on a long-term leasehold.

    3. Calculation of Capital Event Payment. If the Capital Event Payment arises from the sale of the Rental Property, then the Capital Event Payment is calculated as the GREATER of $1.00 per RNT, or an amount determined by multiplying the net sales proceeds by Rentership Pool Participation Percentage, pursuant to which RNT are deemed satisfied and retired. If the Capital Event Payment arises from the refinancing of existing indebtedness, then the Capital Event Payment is calculated as the GREATER of $1.00 per RNT or an amount equal to the “Redemption Amount,” which means fair market value determined by the third party appraisal used by the financing institution involved in the refinancing, and pursuant to which RNT are deemed satisfied and retired. Alternatively, Property Owner may elect to make a payment in respect of each RNT equal to the total amount to be received by the equity owners of Property Owner as a result of such refinancing multiplied by the Rentership Pool Participation Percentage (the “Refi Distribution Amount”), pursuant to which the RNT shall remain outstanding and in full force and effect subject to the terms of this Agreement, and shall not be deemed satisfied and retired.

    4. Maturity Date. If the RNT have not been retired and satisfied within 120 months of the Property Owner’s commencement of the Rentership Program at the Rental Property, then the Rental Property shall be deemed to have undergone a Refinancing and such RNT shall be entitled to receive the Redemption Amount, following payment of which the RNT shall be deemed retired and satisfied.

    5. Nature of Obligation. You hereby acknowledge and agree and Rhove hereby acknowledges and agrees that for all tax, accounting, and other legal purposes, the economic rights associated with your RNT Stake are in the nature of a variable rebate or credit on rental amounts that you have previously paid to the Property Owner, which is tied in part to the value of the Rental Property. Such economic rights are not necessarily limited to the amount of rent previously paid by you, and your rights to receive payments associated with RNT will survive any termination of your Qualified Lease until such RNT are retired and satisfied. Such rights represented by RNT shall be considered for all purposes as a general unsecured payment obligation owed by Property Owner to you. Although the intent of Rentership is to provide you with an economic interest in the growth in value of the Rental Property in which you reside, for avoidance of doubt, RNT do not represent a debt or equity interest in the Rental Property or Property Owner, nor does RNT provide any security interest in the Rental Property or any other collateral. Rhove’s service is designed to track these payment obligations through its ledger management services and facilitate payments by Property Owner and distributions of funds by Property Owner. Under no circumstances shall Rhove be liable for payment to you of any obligations owed by Property Owner, except to the extent of proceeds actually funded by Property Owner to Rhove or its affiliate.

    6. Transferability. Your RNT are transferrable, subject to approval by Rhove and compliance with applicable laws. In the future, Rhove may provide holders of RNT (“Stakeholders”) with the ability to freely transfer to other participants on the Rhove App. In all circumstances, transfers must be in compliance with all applicable laws, and Rhove may deny a requested transfer if, in its reasonable judgment, it determines that such a transfer would not be in compliance with applicable laws.

  5. Account and Ledger Management. Rhove shall manage Rentership accounts for Property Owners and Eligible Renters alike. Through the Platform, you will have access to information regarding your RNT awards, accounts, and availability of a Rental Property’s Rentership Participation Pool.

  6. Limitation of Rhove Liability. Rhove is not responsible or liable for Property Owner’s failure to make payments in accordance with the Rentership Program. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NO OTHER REPRESENTATIONS AND WARRANTIES ARE GIVEN BY RHOVE AND THE SERVICES AND PLATFORM PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, RHOVE MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. Rhove will not be responsible for, nor liable hereunder in connection with, any failure in Rhove’s services to the extent resulting directly from:  (a) any data or other content provided by you or by Property Owner or any of its agents; (b) your or the Property Owner’s negligent acts; (c) telecommunications or equipment failures outside of Rhove’s facilities and reasonable control; (d) scheduled maintenance; (e) unauthorized access, breach of firewalls or other hacking by third parties of the systems of Rhove’s banking partners; or (f) any act or omission by Property Owner with respect to any user data. In no event shall Rhove’s aggregate liability arising from or relating to this Agreement exceed the amount paid and/or payable by you to Rhove in the twelve (12) month period immediately preceding the event giving rise to such liability. In no event shall Rhove be liable to you for any indirect, punitive, special, exemplary, incidental, or consequential damages (including damages relating to loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this Agreement, even if Rhove has been previously advised of the possibility of such damages.

  7. Disclaimer. Rhove provides a platform to facilitate a property owner’s provision of economic incentives to Eligible Renters under the terms of a Qualified Lease. Rentership payments (where applicable) should be treated as a contractual right or “stake” that entitles you to variable rebates or credits on rental amounts previously paid by you to Property Owner, which may exceed the rental amounts previously paid by you to Property Owner. Your participation in Rentership is not an investment, does not provide you with any equity ownership interest in any Rental Property or Property Owner, and does not constitute an offer to buy or sell securities. 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 Eligible Renters. By agreeing to these terms, no landlord-tenant relationship, lender relationship, brokerage relationship, advisory relationship or any similar agency or fiduciary relationship or duty is intended to be or shall be deemed to have been created between you and Rhove. Rhove makes no representations, warranties, covenants, or guarantees of any kind that are not expressly contained herein.

  8. 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.

  9. Termination

    1. Termination Upon Cessation of the Property Owner Agreement. Rentership at your Rental Property may terminate upon the cessation of the Property Owner Agreement. If the Property Owner terminates the Property Owner Agreement, or if Rhove terminates the Property Owner Agreement as a result of an uncured material breach by the Property Owner, a refinancing may be deemed to have occurred and RNT may be retired and satisfied upon payment of the Capital Event Payment.

    2. Termination Upon Change of Control. Rentership at your Rental Property may terminate upon an acquisition or change of control of the Rental 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.

    3. Notice. Rhove will use commercially reasonable efforts to notify you immediately of termination of Rentership at your Rental Property for any reason.

    4. Voluntary Termination; Refunds. Subject to survival of the RNT payment obligations under subsection 9(e), this Agreement may be cancelled by either you or Rhove at any time. A notice of cancellation must be sent through the Rhove App or otherwise in writing to the other party with 30 days advance notice before the cancellation shall take effect. Notwithstanding anything to the contrary herein, you may return your RNT to the Rentership Participation Pool and obtain a refund at par value (US$1.000 per 1 RNT) at any time prior to the retirement and satisfaction of RNT via the Rhove App.

    5. Survival. Payment obligations associated with awarded RNT, if applicable, as well as other payment obligations accruing prior to the effective date of termination, shall survive termination for any reason and such amounts shall remain payable by the Property Owner in accordance with the terms of this Agreement and the Property Owner Agreement.

  10. Controlling Law and Jurisdiction.

    1. 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 an Ohio contract. Any dispute, controversy, claim or action arising from or related to this Agreement likewise shall be governed by the laws of Ohio, exclusive of choice-of-law principles.

    2. Arbitration. In the event of a dispute between you and Rhove 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 single arbitrator. 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 you and Rhove may select by mutual agreement. The language of the arbitration shall be English. The arbitrators shall issue a reasoned award, and it shall be final and binding upon the you and Rhove 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. You and Rhove 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.

    3. Class Action Waiver. You and Rhove agree that any party hereto may bring claims against the other 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.

  11. Amendments. This Agreement, as amended, changed or updated, constitute a binding contract between you and Rhove. We will notify you of any amendments, changes or updates. Your non-termination or continued use of the Platform 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 solely responsible for regularly reviewing the Agreement and its modifications, amendments, changes or updates. You can review the most current version of the Agreement at any time at https://rhove.com/rentership-renter-agreement/. If you do not wish to be bound by this Agreement, please do not access or use any part of the Platform.