LeaseLark Services Agreement

This Master Services Agreement ("Agreement") is entered into by and between the user ("Customer") and LeaseLark, Inc., a Delaware corporation ("Provider"), governing the use of Provider's property management software platform (the "Service"). By accessing or using the Service, Customer agrees to be bound by the terms and conditions of this Agreement.

1. Definitions

• 1.1 "Service" refers to Provider's software-as-a-service platform designed for property management, including tools for lease template generation, maintenance ticketing, communication portals, payment tracking, credit and background checks, and related features.
• 1.2 "Lease Templates" refers to Provider-created sample documents for use in drafting lease agreements. These are provided strictly for informational purposes and not as legal documents.
• 1.3 "Customer Data" means all data, content, and information submitted by Customer or its users into the Service.

2. Scope of Services

• 2.1 Subject to the terms of this Agreement, Provider grants Customer a non-exclusive, non-transferable, revocable license to use the Service for internal business purposes related to managing residential or commercial rental properties.
• 2.2 Provider may update, modify, or enhance the Service at its discretion, and such updates may be subject to additional terms.
• 2.3 The Service may include integrations with third-party services. Provider is not responsible for any functionality or failures of such third-party services.
• 2.4 Specific service tiers and included features are described in Exhibit A (Service Description and Pricing), which is incorporated by reference.

3. Disclaimers and Limitations on Lease Templates

• 3.1 Lease Templates are offered solely as sample content. Provider does not warrant or represent that the templates are legally sufficient or enforceable in any jurisdiction.
• 3.2 Customer acknowledges it is solely responsible for ensuring any lease, document, or notice generated or adapted using the Service complies with applicable federal, state, and local laws.
• 3.3 Provider does not provide legal advice. Use of Lease Templates does not constitute legal services.
• 3.4 Provider shall have no liability for claims, losses, or damages arising out of the use, misuse, or legal invalidity of any Lease Template.
• 3.5 Customer agrees to indemnify and hold Provider harmless for any consequences, penalties, litigation, or liabilities arising from the use of Lease Templates.

4. Customer Responsibilities

• 4.1 Customer shall use the Service in compliance with all applicable laws, rules, and regulations, including fair housing and consumer protection rules.
• 4.2 Customer shall be solely responsible for:
  • Verifying tenant screening processes comply with FCRA and fair housing laws.
  • Handling tenant communications on behalf of managed property owners.
  • Ensuring accurate financial reporting and payment compliance across managed units.
  • Proper storage and backup of data.
  • Lawful use of credit and background check services.
  • Maintaining accurate account and property information for managed properties.
  • Ensuring authorized use of accounts.
• 4.3 Customer agrees not to use the Service for unlawful or unauthorized purposes.
• 4.4 Customer is solely responsible for decisions regarding lease approvals, tenant screening, and notices delivered through the platform.

5. Payment Processing

• 5.1 Third-Party Processors. Payment processing services are provided through trusted third-party vendors. By submitting payment information, Customer authorizes Provider and its processors to debit and credit designated accounts in accordance with Customer’s instructions. Customer may also be required to agree to processor terms as a condition of use.
• 5.2 Authorization. Customer represents and warrants it has the legal right to use the payment methods provided and that all payment information is accurate and complete.
• 5.3 Transaction Responsibility. Provider acts as a technology platform and limited facilitator of rent, fee, and other payment transactions between Tenants, Customers, and third-party vendors. In certain cases, Provider may temporarily receive, hold, or forward funds solely for the purpose of settlement and disbursement in accordance with Section 14 (LeaseLark Rent Payment & Disbursement Schedule). Provider is not a bank, money transmitter, or financial institution. Except as expressly described in Section 14, Provider does not assume fiduciary duties or long-term custody of funds. All risk associated with such transactions remains with Customer.
• 5.4 Refunds and Chargebacks. Refund policies for tenant payments (including rent, deposits, and fees) are determined by the Customer. Provider does not issue refunds on behalf of Customers. In the event of a chargeback or returned transaction, Customer is responsible for any associated fees as set forth in Exhibit A.
• 5.5 Compliance. Customer agrees to comply with all applicable financial, banking, and consumer protection laws. Provider may suspend or limit payment functionality in cases of suspected fraud or illegal activity.
• 5.6 Transaction Limits and Holds. For security and compliance purposes, Provider or its processors may impose transaction limits, delays, or holds.
• 5.7 Fees. All applicable payment processing fees are listed in Exhibit A – Services and Pricing and are incorporated by reference.
• 5.8 Taxes, Fees, and Ancillary Charges.
  • Taxes. Customer is solely responsible for all sales, use, VAT, GST, excise, or similar taxes (other than taxes on Provider’s income). Where Provider must collect such taxes, they will be invoiced in addition to subscription or licensing fees.
  • Ancillary and Transactional Fees. Additional charges may apply (e.g., application fees, background check fees, late fees, convenience fees). Such charges may be retained by Provider or remitted to third parties. These fees are separate from subscription charges and may be assessed or waived at Provider’s discretion.
  • Role of Provider. Provider is not a landlord, property owner, bank, or financial institution and makes no representation regarding the legality or enforceability of any fee passed through by Customer.
  • Indemnification. Customer agrees to indemnify, defend, and hold harmless Provider from claims arising out of: (i) failure to pay or collect applicable taxes; (ii) imposition of fees on Tenants; or (iii) disputes concerning the legality or enforceability of such fees under landlord–tenant law.

6. Indemnification

• 6.1 Customer Indemnification.

  Customer shall defend, indemnify, and hold harmless Provider and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, actions, proceedings, demands, damages, liabilities, judgments, settlements, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

  • Customer’s access to or use of the Software, Services, or Documentation in violation of this Agreement, applicable law, or third-party rights;
  • any data, content, or materials input into the Software by or on behalf of Customer, including personal data, tenant/owner/manager information, or financial data ("Customer Data");
  • any dispute between Customer and its tenants, owners, managers, employees, contractors, or other third parties using or relying on the Software through Customer;
  • any actual or alleged infringement, misappropriation, or violation of any intellectual property rights, privacy rights, or other rights of any third party caused by Customer Data or Customer’s use of the Software other than as expressly permitted; and
  • any gross negligence, willful misconduct, or breach of Customer’s representations, warranties, or obligations under this Agreement.

  This clause survives termination.

• 6.2 Procedure.

  Provider shall promptly notify Customer in writing of any claim subject to indemnification (failure to notify does not relieve obligations except to the extent of material prejudice). Customer shall control the defense and settlement, provided (i) no settlement without Provider’s prior written consent if it imposes obligations or fails to fully release Provider, and (ii) Provider may participate with its own counsel at its own expense.

• 6.3 Company Indemnification (Limited).

  Provider shall defend, indemnify, and hold harmless Customer against third-party claims alleging that the Software, when used strictly in accordance with this Agreement, directly infringes a valid U.S. copyright, trade secret, or patent, provided that: (a) Customer promptly notifies Provider; (b) Provider has sole control of the defense and settlement; and (c) Customer provides reasonable cooperation. No obligation where claims arise from Customer Data, modifications not made by Provider, combinations with non-Provider products/services/data, or failure to use the Software as agreed. Provider may (x) procure rights, (y) replace/modify to be non-infringing, or (z) terminate and refund prepaid fees for the remaining term for affected Software.

• 6.4 Exclusive Remedy. The indemnities in this Section are the Parties’ exclusive remedy for such claims; Provider’s indemnification liability shall not exceed the license fees actually paid by Customer for the Software giving rise to the claim.

7. Limitation of Liability

• 7.1 IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL.
• 7.2 PROVIDER’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
• 7.3 PROVIDER SHALL NOT BE RESPONSIBLE FOR ERRORS RESULTING FROM INCORRECT DATA INPUT BY CUSTOMER OR THIRD PARTIES.
• 7.4 PROVIDER’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES SHALL BE LIMITED TO THE LICENSE FEES ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE OR SERVICES GIVING RISE TO THE CLAIM.
• 7.5 REFUND OF SUCH LICENSE FEES SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY RELATED CLAIM.
• 7.6 THE PARTIES ACKNOWLEDGE THE FEES REFLECT THIS ALLOCATION OF RISK, AND PROVIDER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

8. Data Ownership and Security

• 8.1 Customer retains all rights to its Customer Data.
• 8.2 Provider will implement reasonable safeguards to protect Customer Data.
• 8.3 Customer is solely responsible for the legality and integrity of its data.

9. Term and Termination

• 9.1 Effective upon first use and remains until terminated.
• 9.2 Either party may terminate with thirty (30) days’ written notice.
• 9.3 Upon termination, Customer access will be revoked and data handled per Provider’s data retention policy.

10. Compliance with Laws

• 10.1 Customer shall ensure all activities through the Service comply with applicable law, including leasing, tenant notices, background checks, and rent increases.
• 10.2 Provider makes no warranties regarding legality or regulatory compliance in any jurisdiction.

11. Restrictions

Customer agrees not to misuse the platform, attempt reverse engineering, or use the Service for competitive purposes.

12. Miscellaneous

• Governing Law: Delaware law governs this Agreement, with exclusive jurisdiction in Delaware courts.
• Force Majeure: Provider shall not be liable for delays beyond its reasonable control.
• Assignment: Customer may not assign this Agreement without Provider’s consent.
• Entire Agreement: This Agreement constitutes the full understanding between the parties.
• Severability: If any provision is invalid, the remainder remains enforceable.
• Arbitration: Disputes shall be resolved by binding arbitration administered by the American Arbitration Association in Delaware, unless otherwise required by law. Each party bears its own costs.

13. Additional Clauses for Industry-Specific Risks

• Fair Housing and Discrimination: Customer must comply with the Fair Housing Act, ADA, and tenant rights laws.
• Background Screening: Customer affirms authorization and FCRA compliance. Provider is not liable for screening results.
• Rent Surcharges and Fees: Customer is responsible for compliance with laws governing surcharges, late fees, or penalties.
• Eviction and Notice Procedures: Provider does not validate the legal adequacy of any eviction or notice document generated.
• State-Specific Lease Compliance: Provider’s Lease Templates are not certified for any state. Customer must seek legal counsel.

14. LeaseLark Rent Payment & Disbursement Schedule

14.1 Collection of Rent Payments

Tenants may submit rent payments through the Service using ACH, credit/debit card, or other approved methods. All payments are subject to standard clearing and settlement timelines (typically two (2) to five (5) business days depending on method).

14.2 Processing Windows & Disbursements

14.3 Settlement & Exceptions

If a payment has not cleared by the applicable cutoff date, such payment will be included in the next payout window. Any returned, reversed, or disputed payments will not be disbursed.

14.4 Statements

• Tenant payments collected
• Clearing status of each transaction
• Disbursements released
• Adjustments (including chargebacks, failed payments, or reversals)

14.5 Notification

Provider will notify Customer when a payout is initiated. Statements and payout confirmations will be made available within the LeaseLark dashboard.

15. SMS Text Messaging

15.1 Included Messages

15.2 Overage Charges

If Customer exceeds the monthly SMS allowance for its selected Service Tier, additional messages will be billed at $0.02 per message. Overage charges are applied to Customer’s next monthly invoice.

15.3 Compliance

Customer is solely responsible for compliance with telecommunications, marketing, and consumer protection laws (including TCPA, CTIA guidelines, and state-level requirements).

15.4 Delivery and Availability

Provider does not guarantee delivery of SMS messages in all cases and is not liable for delays, blocking, or failures by carriers or third-party networks.

15.5 Restrictions

Customer shall not use SMS functionality to transmit unlawful, misleading, or abusive content.

Exhibit A – Services and Pricing

Subscription Plans

Add-Ons and Transactional Services

Payment Processing Fees

• ACH Payments – $2.00 per transaction
• Credit/Debit Card Payments – 3.499% + $0.30 per transaction (subject to processor terms)
• Chargeback Fees – $25–$50 per disputed transaction
• Returned/Failed Transactions – $5–$15 per occurrence
• Processing Holds or Delays – May apply in cases of fraud, compliance review, or excessive returns