SecurityDeposit.org – Service Agreement

This Service Agreement (this “Agreement”) contains the terms and conditions under which you ("You") hereby engage and retain SecurityDeposit.org ("Company") to represent You for matters relating to Your claim for an unreturned security deposit(s) for the property listed in Exhibit A ("Property"). By clicking the “I Accept” button or check box presented with this Agreement You are agreeing to be bound by the terms and conditions of this Agreement. See Section 18 for definitions of certain capitalized terms used in this Agreement.

You acknowledge that Company is under no obligation to represent You, notwithstanding Your submission of the online claim form and supporting materials via the website (“Supporting Information”). Upon Your submission of the foregoing, Company will review the Supporting Information in relation to Your claim. Company will then confirm whether it will provide the Services described herein or decline to provide such Services. Company will only be obligated to provide the Services (subject to the terms and conditions set forth herein), upon Company’s written confirmation (“Confirmation”) that it intends to provide You the Services with respect to the Property. 

1. Scope of Work

Company will pursue the return of Your security deposit(s) for the Property (the “Deposit”) from the Landlord Parties, which may include sending demand letters and filing a complaint with the appropriate regulatory agency (“Services”). Such Services, if agreed to by You and Company, may also include appearing at mediations, arbitration proceedings, attending any regulatory proceedings, or appearing before the appropriate judicial court to represent You at informal and formal proceedings or hearings. Services shall not include collecting supporting materials (e.g., cleaning or repair receipts, pictures, contractor bids for repairs, etc.), representing You (or otherwise being liable to You) in any other claims by or against any Landlord Party, or paying any fees that may be due to any Landlord Party.

2. Use of Subcontractors

Company reserves the right to use subcontractors in performance of the Services, provided: (a) any subcontractor shall perform in accordance with the terms and conditions of this Agreement; and (b) Company will be responsible for the subcontractor’s compliance with this Agreement.

3. Service Fee

Company will receive a contingent fee of 33.33% of any and all funds recovered in relation to the Deposit, including any damages or awards (the “Service Fee”). Except as expressly set forth herein, no additional fees will be owed to Company other than the Service Fee.

4. Your Responsibilities

In the ordinary course of Company providing You the Services, Company may, from time to time, require You to provide certain information or documentation. This may include documentation to confirm Your identity or authority to execute this Agreement for the Deposit (e.g., driver’s license, passport, or other photo identification). You agree to timely provide accurate information and documentation reasonably necessary for Company to perform the Services. Failure to timely provide accurate information or instructions may cause a delay or failure in Company’s performance of the Services or recovery of the Deposit, for which Company shall not be responsible. Company’s failure to provide the Services as a result of Your breach of this Section will have no impact on the associated Service Fee owed.

You agree to notify the Company immediately of any communication or payment from a Landlord Party with respect to the Deposit or Property. 

5. Proceedings or Arbitration

In certain cases, Company may recommend pursuing litigation or binding arbitration for the return of Your Deposit. Except for fees and expenses incurred by Company, You will be responsible for the expenses associated with any formal or informal arbitration, mediation regulatory proceeding, or hearing. This generally includes, but is not limited to, the fee to file any lawsuit, arbitration fees, court costs, expert witness fees, legal fees and/or mediation fees. Company will not incur such fees without Your prior approval and will also request that any attorney consult with You and obtain Your approval prior to incurring any fee for which You are responsible. If You initiate arbitration, mediation or any hearing or proceeding, Company will not provide any assistance, nor will Company be responsible for any expenses You incur. You will be responsible for the Service Fee due to Company for any return of Your Deposit (or partial payment thereon) achieved at any informal or formal hearing, mediation, arbitration, or other proceeding, whether initiated by Company or otherwise.

6. Payment 

6.1  Payment.  You agree that all payments rendered by any Landlord Party shall be made to Company. In the event that payments are made directly to You, You agree to immediately notify Company and Company will invoice You for the applicable Service Fee. Payment of invoices shall be due upon receipt and payable using one of the electronic payment options available by Company. Company reserves the right to add, remove, and to change the available electronic payment options at any time in its sole discretion and without notice. After thirty (30) days, any outstanding balances bear interest at the lesser of 1.5% per month or the maximum amount allowed by law. Should Company elect to pursue legal remedies to collect any delinquent balance, You shall be liable for the cost thereof, including but not limited to, reasonable attorney’s fees and costs of court.

6.2  Taxes.  The Service Fee is exclusive of applicable taxes and duties, including any applicable sales and use tax. You are responsible for paying any taxes or similar government assessments (including, without limitation, value-added, sales, use or withholding taxes). Company will be solely responsible for taxes assessable against Company based on its net income, property, and employees.

7. Your Materials 

By submitting the Supporting Information to Company, as well as any additional information or documentation provided pursuant to Section 4 (collectively “Materials”), You grant to Company a worldwide, royalty free, non-exclusive limited license to access and use the Materials for purposes of providing You the Services. Additionally, the Company may use the Materials during discussions with the Landlord Parties, for purposes of filing a complaint with the appropriate regulatory body, or in connection with any proceedings to support the return of the Deposit. Company’s use of the Materials will be subject to the Privacy Policy and You consent to such usage. 

For any Materials or other information provided by You or on Your behalf pursuant to this Agreement, Company is permitted to wholly rely on any such Materials or other information without a duty to confirm or verify the accuracy or reliability of the Materials or information. You are responsible for backing up all files, records, pictures, or other Materials You provide to Company.

8. Confidentiality

8.1  Confidential Information. Each party will protect the Confidential Information of the other. Accordingly, Receiving Party agrees to: (i) protect the Disclosing Party’s Confidential Information using the same degree of care (but in no event less than reasonable care) that it uses to protect its own Confidential Information of a similar nature; (ii) limit use of Disclosing Party’s Confidential Information for purposes consistent with this Agreement, and (iii) use commercially reasonable efforts to limit access to Disclosing Party’s Confidential Information to its employees, contractors and agents or those of its affiliates who have a bona fide need to access such Confidential Information for purposes consistent with this Agreement and who are subject to confidentiality obligations no less stringent than those herein.

8.2  Compelled Disclosure of Confidential Information. Notwithstanding Section 8.1, the Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law enforcement agencies or regulators to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. For the avoidance of doubt, this Section does not limit any disclosures for purposes of providing the Services pursuant to Sections 5 and 7.

9. Warranties

9.1  Your Representations and Warranties.  You hereby represent and warrant to Company that:

1. You have not notified or otherwise sent a request to any Landlord Party, except as otherwise identified to Company in the claim form;

2. You have not received any portion of the Deposit from any Landlord Party, except as otherwise identified to Company in the claim form;

3. all Materials and other information provided to Company will be complete and accurate information; and

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4. there is no third party or Related Party that may have a claim or interest in the Deposit, except as otherwise identified to Company in the claim form.

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The foregoing representations and warranties shall be continuing during the term of this Agreement, and, if at any time You become aware of the occurrence of any event which could make any of the foregoing representations or warranties incomplete or inaccurate, You shall promptly notify Company.

You acknowledge and agree that Company has made no guarantees, promises, or assurances, express or implied, regarding the results which may occur from Company’s Services or the outcome of any mediation, hearing, proceeding, arbitration, or judicial appeal. Company also makes no warranties as to the accuracy of any advice, documents, or other information provided in its representation of You for Services rendered that was based on the Materials provided to Company by You.

9.2  Disclaimer of Implied Warranties. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, COMPANY AND ITS AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR COMPANY’S ABILITY TO RECOVER ANY PORTION OF THE DEPOSIT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES.

10. Termination

10.1 Term. The term of this Agreement will commence upon Confirmation and will remain in effect until the earlier of (i) termination pursuant to this Section or (ii) refund of the Deposit by the Landlord Parties. Company will continue to pursue the return of the Deposit in its discretion (subject to the terms of this Agreement) until this Agreement is terminated. Any notice of termination of this Agreement by either party to the other must include a termination date that complies with the notice periods in Section 10.2.

10.2 Termination.

1. Your Termination. You may terminate this Agreement:

(i) at any time, for any reason, by providing written notice of termination; provided, however, that notwithstanding such cancellation, Company shall be entitled to the Service Fee for Services performed prior to termination; or

(ii) for cause, if Company is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by Company.

(b) Company Termination. Company may terminate this Agreement:

(i) at any time, for any reason, by providing You at least 30 days’ advance notice;

(ii) for cause, if You are in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by You; or

(iii) immediately upon notice to You in order to comply with the law or requests of any regulator or governmental entity.

At any time following Confirmation, if there has been no communication by Company to You or any Landlord Parties for more than six (6) months, it will be deemed a termination of this Agreement by Company pursuant to subsection (b)(i) above and Company waives all rights to the Service Fee.

10.3 Effect of Termination.  Notwithstanding any early termination above, except for Your termination for Company’s uncured material breach or Company’s termination for convenience, You will still be required to pay the Service Fee payable hereunder and any other payment obligations expressly set forth herein. 

10.4 Survival. Any balance due under this Agreement shall survive termination of this Agreement and will remain outstanding until paid in full. The termination or expiration of this Agreement will not affect any provisions herein which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: confidentiality, payment obligations, effect of termination, limitation of liability, indemnification, and the “Miscellaneous” section in this Agreement.

11. Limitation of Liability

COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER COMPANY NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) INABILITY TO PROVIDE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OF THIS AGREEMENT, (II) COMPANY’S DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) ANY DELAY OR FAILURE CAUSED BY YOUR FAILURE TO COMPLY WITH SECTION 4 OF THIS AGREEMENT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE REPRESENTATION OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF THE MATERIALS. IN ANY CASE, COMPANY AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $500 OR THE AMOUNT YOU ACTUALLY PAY UNDER THIS AGREEMENT FOR THE SERVICES. THE FOREGOING LIMITATION WILL NOT LIMIT YOUR OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE. 

The foregoing limitations will apply whether the action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages or if a party’s remedy otherwise fails its essential purpose.

The limitation of liability herein will not apply to indemnification obligations, or the fraud, gross negligence or willful misconduct of a party.

The foregoing disclaimers of damages will also not apply to the extent prohibited by law. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent such a law applies to You, some or all of the exclusions or limitations set forth above may not apply to You, and You may have additional rights.

12. Indemnification

Unless expressly prohibited by applicable law, You will indemnify and hold harmless Company, Company’s affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third party claim concerning a dispute between You and any Related Party or any Landlord Party (unless arising out of Company’s breach of this Agreement). You will reimburse Company for reasonable attorneys’ fees, as well as Company’s employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in this Section. The indemnification obligations in this Section are subject to Company providing You with prompt written notice of the specific claim.

13. Authorization

You hereby appoint Company as Your agent and authorize Company to represent You in its performance of the Services related to the Deposit, including but not limited to, delivering demand letters, filing complaints, and appearing before and/or coordinating and assisting in representing You in the event the parties have agreed to pursue arbitration or other proceedings described in Section 5. Company is hereby authorized but not obligated to attend and represent You in any informal or formal mediations, hearings, proceedings, or arbitrations and to negotiate and resolve disputed payment obligations with respect to the Deposit.

14. Nature of Services

YOU ACKNOWLEDGE THAT COMPANY DOES NOT ACT AS A LAW FIRM OR BROKER. COMPANY DOES NOT PROVIDE LEGAL ADVICE. YOU FURTHER ACKNOWLEDGE THAT ANY PERCEIVED PROVISION OF SUCH ADVICE OR SERVICES IS INCIDENTAL TO THE SERVICES, WHICH YOU SHALL NOT RELY OR ACT UPON IN FAVOR OF SEEKING INDEPENDENT ADVICE ON THOSE MATTERS. COMPANY IS NOT ACTING AS A FIDUCIARY OF ANY PERSON, INCLUDING YOU.

Although Company may, upon request, engage with or recommend to You third party professionals (including, but not limited to, attorneys, brokers, or contractors), it shall not be liable to the You for any loss or damage, which You may sustain or suffer as the result of any act or omission by such professionals.

15. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of Texas as if wholly performed in the State, without regard its conflict-of-laws rules, subject to Section 16. In the event that the agreement to arbitrate in Section 16 is found not to apply to a particular claim, the parties agree that any claim that has arisen or may arise between the parties must be resolved exclusively by a state or federal court located in Harris County, Texas. ANY SUCH CLAIM MUST BE BROUGHT IN THE CLAIMANT’S INDIVIDUAL CAPACITY AND NOT IN ANY REPRESENTATIVE CAPACITY OR AS A CLASS ACTION. Both parties agree to submit to the personal jurisdiction of a court of competent jurisdiction located in Harris County, Texas for the purpose of litigating all such claims or disputes. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.  Either party may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of intellectual property or breach of Confidential Information.

16. Disputes

Either party, upon notice to the other, may submit any controversy, claim or dispute arising out of or relating to this Agreement, including the breach or interpretation of this Agreement (a “Dispute”) for arbitration in Harris County, Texas. The exclusive jurisdiction for the formal resolution of any Dispute or claim arising out of or relating to the Agreement shall be mandatory, binding arbitration. The arbitration shall be administered by the American Arbitration Association in accordance with its rules and procedures.  The fees and costs of any arbitration (filing fees, arbitrator’s fees and expenses, court reporters and transcript fees, but exclusive of witness fees and attorneys’ fees) shall be borne equally by the parties; provided, however, that the arbitrator may, in its award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the prevailing party’s attorney fees to the other party.  Any award will be enforceable in any court of competent jurisdiction and will not be inconsistent with the terms of this Agreement. Notwithstanding the foregoing, the parties agree that each party may bring suit in court to enjoin infringement or other misuse of intellectual property rights or any breach of Section 8.

17. Miscellaneous

17.1 Non-Exclusive Rights.  This Agreement will not be interpreted to grant to You exclusive rights or to bind Company in any way to an exclusive relationship with You. Company may work with other Related Parties in transactions with respect to the Property or the Landlord Parties. You acknowledge that Company provides services, including those similar to the Services, for third parties on varying terms, and shall have no duty to disclose to You any fact or matter which may come to its knowledge or attention in the course of so doing, or in the course of its business outside of the scope of this Agreement. In addition, Company and/or its affiliates may represent or work with the Landlord Parties in transactions unrelated to the Property and the Services provided under this Agreement. 

17.2 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be sent in writing to the addresses set forth below, or to such other address as may be specified by either party to the other party.

(a) To You. Company may provide any notice to You under this Agreement by sending a message to the email address then associated with Your account. Notices will be effective when Company sends the email. It is Your responsibility to keep Your email address current. You will be deemed to have received any email sent to the email address then associated with Your account when Company sends the email, whether or not You actually receive the email.

(b) To Company. To give Company notice under this Agreement, You must send a message to claims@securitydeposit.org. Company may update the address for notices by posting a notice on the website or otherwise notifying You pursuant to subsection (a) above. Notices will be effective upon receipt of Your email.

17.3 Language. All communications and notices made or given pursuant to this Agreement must be in the English language.

17.4 Assignment. You may not assign, delegate, or transfer (i) this Agreement or (ii) Your right to payment for the Deposit or other related claim, in whole or in part, by agreement, operation of law, or otherwise without the prior written consent of Company. Any attempt to assign this Agreement other than as permitted herein will be null and void. Upon any permitted assignment by Company, effective upon such assignment, the assignee is deemed substituted for Company as a party to this Agreement and Company is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.

17.5 Waiver; Severability. The failure by Company to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit Company’s right to enforce such provision at a later time. All waivers by Company must be in writing to be effective.  If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.

17.6 Integration; Entire Agreement. This Agreement, along with any additional terms incorporated herein by reference, represents the entire Agreement between You and the Company.  This Agreement supersedes all prior agreements between You and the Company, and all prior or contemporaneous communications and understandings, written or oral, relating to their subject matter. Except as otherwise expressly set forth herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.

17.8 Force Majeure. Neither Company or its affiliates, subsidiaries, officers, directors, employees, agents, subcontractors, partners and licensors will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond their reasonable control, including, without limitation, acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockades, embargoes, riots, acts or orders of government, government regulations, a decision of any court or other judicial body of competent jurisdiction, acts of terrorism or sabotage, cyberattacks, or war.

17.9 Independent Contractors; No Third Party Beneficiaries. Company and You are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement (including any Related Party). Neither party has the authority to bind or act on behalf of the other party in any capacity or circumstance whether by contract or otherwise.

18. Definitions

“Confidential Information” means all nonpublic information disclosed by a party ("Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as “confidential” or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. Notwithstanding the foregoing, “Confidential Information” does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 

“Landlord Parties” means the owner, landlord, property manager, or other similar party responsible for the return of the Deposit, and any of their agents, representatives, or counsel.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Privacy Policy” means the privacy policy located at https://www.securitydeposit.org/privacy-policy (and any successor or related locations designated by Company), as may be updated by Company from time to time.

“Related Party” means any co-habitant, co-renter, co-tenant, or other similar party with a relationship to the Property, excluding any Landlord Party.