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SaaS Customer Agreement

Version 1.0.0 · Effective 2026-05-22 · Last updated 2026-05-22

SAAS CUSTOMER AGREEMENT

Lease Velocity LLC

Notice: This document was drafted with AI assistance and has not been reviewed by a licensed attorney. The Company recommends obtaining a Georgia-licensed attorney one-shot review prior to executing or publishing this document.

Effective Date: the date Customer accepts this Agreement as set forth in Section 1.2

This SaaS Customer Agreement (this “Agreement”) is entered into between Lease Velocity LLC, a Georgia limited liability company with its principal place of business at 3500 Lenox Rd NE, Suite 1500, Atlanta, GA 30326 (“Company,” “Lease Velocity,” “we,” “us,” or “our”), and the individual or entity identified on the applicable Order Form or signup record (“Customer,” “you,” or “your”). Company and Customer are each a “Party” and together the “Parties.” This Agreement governs Customer’s access to and use of the Service (as defined below).

By clicking “I agree,” signing an Order Form that references this Agreement, or accessing or using the Service, Customer agrees to be bound by this Agreement. If Customer is entering into this Agreement on behalf of an entity, Customer represents that it has authority to bind that entity, and “Customer” refers to that entity.

1. DEFINITIONS AND ACCEPTANCE

1.1 Definitions.

“Add-On” means any optional feature, integration, or service that Customer purchases in addition to the base Subscription, including without limitation voice agent service, SMS bundles, premium photography, custom domain setup, and AI logo generation.

“Applicant Data” means personal information submitted by prospective tenants or applicants through the Service in connection with a Customer’s rental property, including rental application data.

“Customer Data” means all data, content, files, communications, and information submitted to, generated by, or processed through the Service by or on behalf of Customer, including Applicant Data and Resident Data.

“Documentation” means the user-facing documentation, help center articles, and product guides that Company makes available for the Service, as updated from time to time.

“Fees” means the subscription fees, Add-On fees, setup fees, platform fees, application fees, transaction fees, usage-metered fees, and any other amounts payable by Customer for the Service, as set forth on the Order Form or in this Agreement.

“Order Form” means an order document, signup record, in-product order screen, or other ordering mechanism executed or accepted by Customer that references this Agreement and specifies the Service, Add-Ons, pricing, and other commercial terms applicable to Customer’s subscription.

“Platform Fee” means the portion of a payment processed through the Service that Company retains as compensation for the Service, as further described in Section 4.4.

“Resident Data” means personal information of Customer’s residents or end-users of the Service’s resident portal.

“Service” means Company’s hosted software-as-a-service platform for property managers, including the Customer-facing dashboard, the public property marketing sites generated by the platform at “/p/{slug}” paths and at any custom domains assigned to Customer’s properties, the resident portal, and all Add-Ons made available to Customer, as updated from time to time.

“Subscription” means Customer’s right to access and use the Service on a recurring monthly basis pursuant to this Agreement and the applicable Order Form.

“Subprocessor” means a third-party service provider that processes Customer Data on Company’s behalf in connection with the Service.

1.2 Acceptance and Effective Date.

Customer accepts this Agreement, and this Agreement becomes effective with respect to Customer, on the earliest of: (a) the date Customer clicks an “I agree” or similar acceptance control in connection with creating an account or completing checkout for the Service; (b) the date Customer executes an Order Form that references this Agreement; or (c) the date Customer first accesses or uses the Service (the “Effective Date”). Customer’s acceptance creates a binding contract between Customer and Company.

1.3 Order Forms Govern Commercial Terms.

Customer’s applicable Order Form (which may take the form of an in-product checkout record, signup confirmation, or signed order document) specifies Customer’s subscription tier, Add-Ons, and pricing in effect at the time of acceptance. This Agreement governs the legal relationship between the Parties. In the event of a conflict between this Agreement and an Order Form, this Agreement controls, except with respect to pricing, billing cadence, and the description of the specific Service or Add-Ons purchased, where the Order Form controls.

2. THE SERVICE; LICENSE GRANT

2.1 License Grant.

Subject to Customer’s compliance with this Agreement and timely payment of all Fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term of the applicable Subscription to access and use the Service solely for Customer’s internal business purposes of managing the residential rental properties identified in the Order Form.

2.2 Authorized Users.

Customer may permit its employees, contractors, and agents (each, an “Authorized User”) to access the Service under Customer’s account, provided that (a) Customer remains responsible for the acts and omissions of each Authorized User as if they were Customer’s own, (b) each Authorized User accesses the Service only for Customer’s internal business purposes, and (c) Customer ensures that each Authorized User complies with this Agreement. Customer is responsible for maintaining the confidentiality of all account credentials and for all activity that occurs under Customer’s account.

2.3 Service Updates and Changes.

Company may, at any time and from time to time, modify, enhance, or update the Service, including adding or removing features, in its sole discretion. Company will use commercially reasonable efforts to avoid material adverse changes that materially reduce the core functionality of the Service during a paid billing period. If Company makes a material adverse change, Customer’s sole remedy is to terminate the Subscription as set forth in Section 11.

2.4 Restrictions.

Customer shall not, and shall not permit any Authorized User or third party to:

  • copy, modify, translate, or create derivative works of the Service or any portion thereof;

  • reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, ideas, algorithms, or know-how underlying the Service, except to the limited extent applicable law expressly permits despite this restriction;

  • rent, lease, sell, sublicense, distribute, transfer, or otherwise commercially exploit the Service, including by operating it as a service bureau, on behalf of third parties who are not Customer’s own Authorized Users;

  • use the Service to develop, train, or improve any competing product or service, including any machine learning model intended to replicate the functionality of the Service;

  • remove, obscure, or alter any proprietary notices, trademarks, or other markings appearing on or in the Service;

  • use the Service to send unsolicited communications, spam, or material that is unlawful, harassing, defamatory, fraudulent, infringing, obscene, or otherwise objectionable;

  • interfere with or disrupt the integrity, security, or performance of the Service, including by introducing viruses, malware, or other harmful code, or by attempting to gain unauthorized access to the Service or to other customers’ accounts or data;

  • use the Service in violation of applicable laws, including fair housing, anti-discrimination, consumer protection, privacy, telemarketing (including the Telephone Consumer Protection Act), and tenant-screening laws (including the Fair Credit Reporting Act);

  • use the Service to make any automated decision that has a legal or similarly significant effect on a rental applicant or resident without independent human review by Customer; or

  • scrape, harvest, or otherwise extract data from the Service other than data Customer is entitled to access through ordinary use.

3. CUSTOMER OBLIGATIONS AND RESPONSIBILITIES

3.1 Compliance with Laws.

Customer is solely responsible for ensuring that Customer’s use of the Service, and Customer’s leasing, marketing, screening, and management of residential rental properties, complies with all applicable federal, state, and local laws, including without limitation the Fair Housing Act and analogous state laws, the Fair Credit Reporting Act, the Telephone Consumer Protection Act, applicable consumer-protection laws, applicable tenant-screening, security-deposit, and rent-collection laws, applicable accessibility laws, and applicable state-level comprehensive privacy laws. Company does not provide legal advice and is not responsible for Customer’s leasing decisions, screening decisions, or rental practices.

3.2 Customer-Generated Public Sites and Communications.

The Service generates public-facing property marketing websites and may, at Customer’s direction, send communications (including email, SMS, and voice calls) to applicants, prospects, and residents. Customer is solely responsible for (a) the accuracy, lawfulness, and non-infringement of property information, photos, descriptions, pricing, terms, and other content that Customer submits, approves, or causes the Service to publish; (b) obtaining all consents required to send the Customer’s communications, including without limitation prior express written consent under the Telephone Consumer Protection Act for telemarketing SMS or calls and any state-law two-party-consent requirements applicable to recorded calls; and (c) compliance with the CAN-SPAM Act and analogous laws for email communications.

3.3 Tenant Screening; Background and Credit Checks.

Where Customer uses screening tools made available through the Service (including identity verification, background checks, or income verification), Customer acknowledges and agrees that (a) Customer is the “end user” of any consumer report under the Fair Credit Reporting Act; (b) Customer is responsible for obtaining the applicant’s required disclosures, authorizations, and adverse-action notices; (c) Customer will not use any screening data in violation of fair housing or anti-discrimination laws; and (d) the third-party vendors that provide such screening services are independent service providers, and Company makes no representations or warranties as to the accuracy, completeness, or fitness of any third-party screening report.

3.4 Payments to and from Residents; Stripe Connect.

Customer agrees that payment processing for resident-facing payments (including rent, security deposits, application fees, and other property charges) is provided through Stripe Connect on a Stripe Connect account maintained by Customer. Customer’s use of Stripe Connect is subject to Stripe’s separate Stripe Connected Account Agreement and applicable Stripe terms. Company is not a bank, money transmitter, escrow agent, or fiduciary, and does not hold Customer’s funds. Company’s role is limited to facilitating payments through Stripe and retaining the Platform Fee. Customer is responsible for compliance with all applicable laws governing rental-property funds, including security-deposit laws and trust-account requirements.

3.5 Accuracy of Customer Information; Customer Account Security.

Customer agrees to provide accurate, current, and complete information when registering for and using the Service, and to keep such information updated. Customer is responsible for safeguarding its account credentials, enabling and maintaining multi-factor authentication where supported, and promptly notifying Company of any suspected unauthorized access. Company is not liable for any loss resulting from Customer’s failure to maintain account security.

4. FEES AND PAYMENT

4.1 Subscription Fees.

Customer shall pay all Fees as set forth on the applicable Order Form. Subscription Fees are billed monthly in advance and are charged to Customer’s designated payment method on a recurring monthly basis. Subscriptions are month-to-month and automatically renew at the end of each monthly billing period until terminated in accordance with Section 11. Annual or longer-term Subscriptions are not offered as of the Effective Date; Company reserves the right to introduce such options in the future by amendment to this Agreement or by issuance of a new Order Form.

4.2 Add-Ons; Setup Fees; Per-Property and Per-Unit Pricing.

Add-Ons (such as voice agent, SMS bundles, premium photography, custom domain setup, and AI logo generation) are purchased through the Service and billed in accordance with their stated cadence (recurring monthly or one-time) and pricing at the time of purchase. Per-property subscription pricing is based on the tier (Standard or Pro) Customer selects and the unit count of the applicable property. Above a unit threshold disclosed at checkout, a per-unit overage fee applies. Setup fees apply to certain Pro-tier subscriptions based on unit count, as disclosed at checkout. All pricing is current at the time of acceptance and may change for future billing periods upon notice in accordance with Section 4.7.

4.3 Usage-Metered Components.

Certain components of the Service are usage-metered, including without limitation SMS sends, voice-agent minutes, AI inference calls, and image generation. Usage is metered against included allowances and any purchased bundles; overage usage may be billed at then-current rates or, where Company elects, throttled or paused via Company’s spend-control mechanisms. Company may enforce hard caps on usage-metered components to prevent runaway spend, and Company is not liable for service interruptions resulting from such caps.

4.4 Platform Fees on Resident-Facing Payments.

Where Customer accepts payments from applicants, residents, or other third parties through the Service via Stripe Connect, Company retains a Platform Fee on each such payment, as disclosed at the time the applicable property or charge is configured, and as may be adjusted from time to time in accordance with Section 4.7. Platform Fees are taken at the time of the underlying transaction via Stripe’s “application_fee_amount” mechanism on Customer’s Connect account. Customer’s acceptance of this Agreement constitutes Customer’s authorization for Company to deduct the Platform Fee in this manner.

4.5 Application Fees and Identity-Verification Fees.

Where Customer collects application fees or identity-verification fees from applicants through the Service, Company may deduct a per-applicant platform fee, as disclosed at the time the applicable property is configured. The identity-verification fee disclosed at checkout is intended to cover the cost of the third-party identity-verification vendor; Company makes no representation that this fee fully covers Company’s processing costs.

4.6 Payment Method; Authorization; Failed Payments.

Customer authorizes Company (acting through its payment processor) to charge Customer’s designated payment method for all Fees when due. If a payment fails, Company may, at its option, (a) retry the charge, (b) suspend the Service or specific features (including the resident portal and payment acceptance), and (c) charge a late fee of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law, whichever is lower, on amounts past due. Customer is responsible for any third-party fees incurred by Company in collecting past-due amounts, including reasonable attorneys’ fees.

4.7 Pricing Changes.

Company may change Fees applicable to future billing periods upon at least thirty (30) days’ notice to Customer, which notice may be given by email to Customer’s account address or by an in-product notification. If Customer does not agree to a price change, Customer may terminate the Subscription effective at the end of the then-current monthly billing period; continued use of the Service after the effective date of the price change constitutes Customer’s acceptance of the new pricing.

4.8 Taxes.

Fees are exclusive of all taxes, levies, and duties (other than taxes based on Company’s net income). Customer is responsible for paying all applicable sales, use, value-added, or similar taxes, except those expressly imposed on Company’s net income. If Company is required to collect or remit any such tax on Customer’s behalf, Company will add the tax to the applicable invoice.

4.9 No Refunds.

Except as expressly set forth in this Agreement, all Fees are non-refundable. No partial-month refunds are offered for cancellations mid-billing-period.

4.10 First Month Free Trial.

From time to time, Company may offer a thirty (30)-day “First Month Free” trial of the Service for new Subscriptions. Trials are available only to new Customers, are limited to one (1) per Customer, and may be subject to additional terms disclosed at the time the trial is offered. After the trial period ends, Customer’s Subscription will automatically convert to a paid Subscription at then-current pricing, unless Customer cancels prior to the end of the trial period.

5. CUSTOMER DATA

5.1 Ownership of Customer Data.

As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer hereby grants Company a worldwide, non-exclusive, royalty-free license, during the term of this Agreement and for a reasonable period thereafter, to access, host, copy, transmit, display, modify, and process Customer Data solely as necessary to (a) provide, maintain, and improve the Service for Customer’s benefit; (b) prevent or address service, security, or technical issues; (c) comply with applicable law or a valid legal process; and (d) enforce this Agreement.

5.2 Data Processing Addendum.

To the extent the Service processes personal information of Customer’s residents, applicants, or other end users (“Customer-Controlled Personal Information”), the Company’s Data Processing Addendum (the “DPA”), as posted by Company and incorporated by reference into this Agreement, governs the Parties’ respective obligations with respect to such information under applicable U.S. state comprehensive privacy laws. As between the Parties, Customer is the “controller” or “business” and Company is the “processor” or “service provider” with respect to Customer-Controlled Personal Information.

5.3 Subprocessors.

Customer authorizes Company to engage Subprocessors to process Customer Data in connection with providing the Service. Company’s current list of Subprocessors is set forth in the DPA, which Company may update from time to time. Company remains responsible for the acts and omissions of its Subprocessors with respect to Customer Data to the same extent as if Company performed such acts itself.

5.4 Aggregated and De-Identified Data.

Company may collect and use data generated by the operation of the Service in an aggregated and de-identified form (“Aggregated Data”) for any lawful business purpose, including to operate, improve, benchmark, and analyze the Service, provided that Aggregated Data does not identify Customer, any Authorized User, or any individual whose data was processed through the Service. Company will not sell or share Aggregated Data in a manner that would re-identify any individual.

5.5 Security.

Company will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure, taking into account the nature of the Service, the sensitivity of the data, and the cost of available safeguards. Specific safeguards are described in the DPA. Customer acknowledges that no system is perfectly secure and that Company does not guarantee that Customer Data will not be subject to unauthorized access despite reasonable safeguards.

5.6 No Sensitive Data; Excluded Fields.

Customer agrees not to submit, store, or otherwise process through the Service any of the following types of information except where the Service expressly supports them through designated vendor-hosted flows: social security numbers, driver’s license numbers, dates of birth, credit scores, payment card numbers, bank account numbers, protected health information regulated by HIPAA, education records regulated by FERPA, or any information of a child under thirteen (13) years of age. Where the Service routes specific data fields through third-party specialist vendors (such as identity-verification, background-check, or income-verification vendors), such data is handled by the applicable third party in accordance with the third party’s terms, and Company stores only the resulting opaque reference identifiers and status information.

5.7 Data Export and Return.

During the term of this Agreement, Customer may export Customer Data through the standard export functions of the Service. Upon termination of this Agreement, Customer may export Customer Data for a period of thirty (30) days following termination, after which Company may delete Customer Data from active production systems in the ordinary course, subject to retention required by law, by Company’s legitimate audit needs (such as the application-purge cycle described in the DPA), or by ledger-integrity requirements applicable to payment records.

6. INTELLECTUAL PROPERTY

6.1 Company IP.

As between the Parties, Company owns and retains all right, title, and interest in and to the Service, the Documentation, the underlying software and technology, the Company’s name, logos, trademarks, and brand assets, and all related intellectual property rights, including all modifications, enhancements, derivative works, and feedback-derived improvements. No rights are granted to Customer except as expressly set forth in this Agreement.

6.2 Feedback.

If Customer provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), Customer hereby grants Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, and create derivative works of such Feedback for any purpose, without any obligation or compensation to Customer.

6.3 Customer Marks.

Customer grants Company a limited, non-exclusive, royalty-free license during the term of this Agreement to use Customer’s name, logos, and property names (a) to operate the Service on Customer’s behalf (including by publishing them on Customer’s property marketing sites) and (b) with Customer’s prior written consent (which may be given by email), to identify Customer as a Lease Velocity customer in Company’s marketing materials, customer lists, and case studies.

7. CONFIDENTIALITY

7.1 Definition.

“Confidential Information” means any non-public information disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”) that is identified as confidential or that, given the nature of the information and the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information includes the non-public terms of this Agreement and any Order Form, the Service’s non-public features and architecture, and Customer Data (as Customer’s Confidential Information). Confidential Information does not include information that (a) is or becomes publicly known through no breach by Recipient, (b) was known to Recipient before receipt without an obligation of confidence, (c) was independently developed by Recipient without use of or reference to Discloser’s Confidential Information, or (d) is rightfully received from a third party without obligation of confidence.

7.2 Obligations.

Recipient shall (a) use Discloser’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement, (b) protect Discloser’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like sensitivity (but in no event less than a reasonable degree of care), and (c) limit access to Discloser’s Confidential Information to Recipient’s personnel, contractors, and advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth in this Section.

7.3 Compelled Disclosure.

Recipient may disclose Discloser’s Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that Recipient gives Discloser prompt prior notice (where legally permitted) and reasonably cooperates with Discloser’s efforts to seek a protective order or other appropriate remedy.

8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

8.1 Mutual Representations.

Each Party represents and warrants to the other that (a) it has full power and authority to enter into and perform this Agreement; (b) its execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) it will comply with all applicable laws in connection with its performance of this Agreement.

8.2 Company Service Warranty.

Company warrants that, during any active paid Subscription, the Service will perform substantially in accordance with the Documentation in all material respects. Customer’s sole and exclusive remedy, and Company’s sole obligation, for any breach of this warranty is for Company to use commercially reasonable efforts to correct the non-conformity. If Company is unable to correct a material non-conformity within thirty (30) days following Customer’s written notice describing the non-conformity in reasonable detail, Customer may terminate the affected Subscription as Customer’s sole remedy. This warranty does not apply to issues caused by Customer’s misuse of the Service, by third-party services or integrations (including but not limited to Stripe, Twilio, and any LLM or AI vendor), or by force majeure events.

8.3 DISCLAIMER OF OTHER WARRANTIES.

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.2, THE SERVICE AND ALL DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED.

8.4 No Legal, Tax, Financial, or Compliance Advice.

The Service includes templates, suggestions, AI-generated content, and workflow automation. Nothing in the Service, the Documentation, or any communication from Company constitutes legal, tax, financial, accounting, real-estate, fair-housing, or compliance advice. Customer is responsible for its own legal compliance and should consult its own qualified professionals.

8.5 Third-Party Services and AI Outputs.

The Service integrates with and depends on third-party services, including without limitation payment processors, telephony providers, email-delivery providers, hosting providers, mapping services, screening vendors, and large-language-model and image-generation providers (collectively, “Third-Party Services”). Outputs of AI models incorporated into the Service may be inaccurate, incomplete, biased, or otherwise unsuitable for Customer’s purposes; Customer is solely responsible for reviewing and validating any such output before relying on or publishing it. Company is not liable for the acts, omissions, errors, or outages of any Third-Party Service, and Customer’s use of any Third-Party Service may be subject to that third party’s separate terms.

9. INDEMNIFICATION

9.1 Indemnification by Company.

Company will defend Customer, and its officers, directors, employees, and agents (each, a “Customer Indemnitee”), from and against any third-party claim, suit, or proceeding alleging that the Service, as provided by Company and used by Customer in accordance with this Agreement, infringes a U.S. patent, copyright, or registered trademark of such third party (an “Infringement Claim”), and will pay any damages and reasonable attorneys’ fees finally awarded against a Customer Indemnitee by a court of competent jurisdiction in connection with an Infringement Claim or agreed to in a settlement approved by Company. If the Service becomes, or in Company’s reasonable judgment is likely to become, the subject of an Infringement Claim, Company may, at its option and expense, (a) procure for Customer the right to continue using the Service, (b) modify the Service so it is non-infringing, or (c) terminate the affected Subscription and refund any prepaid Fees for the unused portion of the then-current billing period. The foregoing states Company’s entire obligation and Customer’s sole remedy with respect to any Infringement Claim.

9.2 Company Indemnification Exclusions.

Company has no obligation under Section 9.1 to the extent an Infringement Claim arises from:

  • use of the Service in combination with any product, service, or data not provided by Company, where the alleged infringement would not have occurred but for such combination;

  • modification of the Service by anyone other than Company or its authorized contractors;

  • Customer Data or Customer’s submission, configuration, or use of content, marks, or photography that Customer does not have the rights to use;

  • Customer’s use of the Service in violation of this Agreement, the Documentation, or applicable law; or

  • Third-Party Services or open-source components used as separately disclosed.

9.3 Indemnification by Customer.

Customer will defend Company, and its officers, directors, employees, contractors, and agents (each, a “Company Indemnitee”), from and against any third-party claim, suit, or proceeding arising out of or relating to (a) Customer Data, including any claim by a resident, applicant, employee, or other third party regarding the collection, accuracy, lawfulness, or use of Customer Data; (b) Customer’s leasing, marketing, screening, or rental-management activities, including any fair-housing, FCRA, TCPA, CAN-SPAM, or consumer-protection claim; (c) Customer’s violation of applicable laws; (d) Customer’s breach of this Agreement; (e) any communications sent at Customer’s direction through the Service; (f) Customer’s use of any Third-Party Service in violation of that third party’s terms; and (g) any claim that Customer’s name, logos, marks, or content (other than the Service itself) infringe the rights of a third party. Customer will pay any damages and reasonable attorneys’ fees finally awarded against a Company Indemnitee by a court of competent jurisdiction in connection with such a claim or agreed to in a settlement approved by Customer.

9.4 Indemnification Procedures.

The indemnified Party shall (a) give the indemnifying Party prompt written notice of the claim (provided that failure to give prompt notice will not relieve the indemnifying Party except to the extent it is materially prejudiced thereby), (b) give the indemnifying Party sole control of the defense and settlement of the claim (provided that the indemnifying Party may not settle any claim that admits liability or imposes any non-monetary obligation on the indemnified Party without the indemnified Party’s prior written consent), and (c) provide reasonable cooperation, at the indemnifying Party’s expense, in the defense and settlement of the claim.

10. LIMITATION OF LIABILITY

10.1 Cap on Liability.

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.2 Exclusion of Indirect Damages.

EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Excluded Claims.

“Excluded Claims” means:

  • a Party’s indemnification obligations under Section 9;

  • a Party’s breach of its confidentiality obligations under Section 7;

  • Customer’s payment obligations under Section 4;

  • either Party’s gross negligence, willful misconduct, or fraud; and

  • either Party’s infringement, misappropriation, or violation of the other Party’s intellectual property rights.

10.4 Basis of the Bargain.

The Parties acknowledge that the limitations of liability set forth in this Section 10 are an essential element of the bargain between the Parties, that the Fees set forth in any Order Form reflect such limitations, and that this Section 10 will apply notwithstanding the failure of essential purpose of any limited remedy.

11. TERM AND TERMINATION

11.1 Term.

This Agreement begins on the Effective Date and continues until terminated as set forth herein. The initial Subscription term is one (1) month and automatically renews for successive one-month periods until cancelled.

11.2 Termination by Customer.

Customer may terminate a Subscription at any time effective at the end of the then-current monthly billing period by using the cancellation function in the Service or by sending written notice to the Company’s designated support address. No partial-month refunds are given for cancellations.

11.3 Termination by Company.

Company may terminate this Agreement or any Subscription, in whole or in part, immediately upon written notice if Customer (a) materially breaches this Agreement (including by failing to pay any Fee when due) and fails to cure such breach within fifteen (15) days after notice from Company; (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; (c) engages in fraudulent activity; or (d) uses the Service in a manner that, in Company’s reasonable judgment, threatens the security, integrity, or availability of the Service or the rights of others.

11.4 Effect of Termination.

Upon any termination: (a) Customer’s right to access and use the Service immediately ceases; (b) Customer shall pay all Fees accrued through the effective date of termination; (c) the rights and obligations set forth in Sections 1, 4 (with respect to unpaid Fees), 5, 6, 7, 8, 9, 10, 11.4, and 12, and any other provision that by its nature should survive, shall survive; and (d) Customer Data export rights are governed by Section 5.7.

11.5 Suspension.

In addition to termination rights, Company may suspend Customer’s access to the Service, in whole or in part, immediately upon notice if (a) Customer’s account is past due, (b) Customer’s use of the Service threatens the security, integrity, or availability of the Service or the rights of others, (c) Company is required to do so by law or by a Subprocessor, or (d) Company reasonably believes that suspension is necessary to mitigate ongoing harm. Company will use commercially reasonable efforts to restore the Service promptly after the suspension trigger is resolved.

12. SUPPORT

Company will provide email-based support to Customer at a support address designated by Company. Company will use commercially reasonable efforts to respond to support inquiries within two (2) business days. Support is provided during standard U.S. business hours, excluding U.S. federal holidays. No 24/7 support, telephone support, or live-chat support is offered as of the Effective Date. Company reserves the right to introduce additional support channels or service-level commitments in the future.

13. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION

13.1 Governing Law.

This Agreement is governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Venue.

The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia, for any action arising out of or relating to this Agreement, subject to Section 13.3.

13.3 Informal Dispute Resolution.

Before initiating any formal legal proceeding (other than for injunctive relief to protect intellectual property or Confidential Information), the Parties shall first attempt in good faith to resolve any dispute by written notice to the other Party describing the dispute in reasonable detail, followed by a thirty (30)-day period of good-faith discussion.

13.4 Waiver of Jury Trial.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13.5 No Class Actions.

To the fullest extent permitted by applicable law, each Party agrees that any dispute arising out of or relating to this Agreement shall be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

14. MISCELLANEOUS

(a) Entire Agreement. This Agreement, together with each applicable Order Form, the DPA, and the Privacy Policy referenced herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, and communications. No purchase-order terms, online click-through terms, or other terms presented by Customer to Company will modify this Agreement.

(b) Amendment. Company may amend this Agreement from time to time. For material amendments, Company will provide at least thirty (30) days’ prior notice (by email or in-product notification). Customer’s continued use of the Service after the effective date of any amendment constitutes Customer’s acceptance of the amended Agreement. If Customer does not accept a material amendment, Customer’s sole remedy is to terminate the Subscription effective at the end of the then-current billing period.

(c) Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Company’s prior written consent. Company may assign this Agreement, in whole or in part, without consent, to (i) an affiliate, (ii) a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or (iii) any reorganization, conversion, or recapitalization of Company. Subject to the foregoing, this Agreement binds and benefits the Parties’ respective successors and permitted assigns.

(d) Notices. Notices to Customer may be sent to the email address associated with Customer’s account or delivered through the Service. Notices to Company shall be sent to the support email address designated by Company on its website. Notices are effective upon receipt or, for in-product notifications, upon the next login by Customer.

(e) Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

(f) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. There are no third-party beneficiaries.

(g) Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government action, internet or telecommunications failures, denial-of-service attacks, or failures of Third-Party Services or Subprocessors.

(h) Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

(i) Waiver. No failure or delay by a Party in exercising any right hereunder operates as a waiver of that right. Any waiver must be in writing to be effective.

(j) Headings; Construction. Section headings are for convenience only and do not affect interpretation. The words “including,” “includes,” and “include” mean “including without limitation.”

(k) Counterparts; Electronic Signatures. This Agreement may be accepted electronically (including by click-through) and, where signed, may be executed in counterparts and by electronic signature, each of which constitutes an original and all of which together constitute the same instrument.

(l) U.S. Customers Only. The Service is offered only to customers operating residential rental properties located in the United States. Customer represents that it is located in the United States and that the rental properties Customer manages through the Service are located in the United States.

(m) Export Compliance. Customer shall not export, re-export, or transfer the Service or any technical data received from Company in violation of U.S. export-control or sanctions laws.

Where this Agreement is executed by signature (rather than by click-through acceptance), the signatories below represent and warrant that they have full authority to bind their respective Parties.

COMPANY:

Lease Velocity LLC

By: Joshua Clark

Title: Sole Member and Manager

Date: ____________________________

CUSTOMER:

By: ____________________________

Print Name: ____________________________

Title: ____________________________

Entity (if applicable): ____________________________

Date: ____________________________