Master Services Agreement

Introduction

This Master Services Agreement ("Agreement") is entered into between MadeSMPLR, LLC, a Delaware limited liability company doing business as SMPLR HOA ("Company"), and the HOA, community association, or management entity executing an Order Form that references this Agreement ("Client"). This Agreement governs Client's access to and use of the SMPLR HOA platform and all associated services.

1. Platform Services

Company shall provide the SMPLR HOA cloud-based HOA management platform and associated services (the "Platform") to Client in a timely and professional manner consistent with the highest industry standards, in accordance with this Agreement and all applicable Order Forms. The term "Platform" includes any products and services provided by Company under this Agreement, including web-based applications, mobile applications, APIs, software, and related documentation and materials ("Materials").

2. Nature of Relationship

Company is an independent technology service provider. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Company retains the right to provide services to other clients, provided such services do not violate the confidentiality provisions of this Agreement.

3. Subscription & Access

• 3.1 Company grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term solely in accordance with this Agreement and applicable Materials, as may be updated from time to time by Company in its sole discretion.
• 3.2 Client shall receive login credentials and administrative access for designated community managers and board members as described in the applicable Order Form.
• 3.3 Client is responsible for maintaining the confidentiality of all login credentials and for all activity occurring under its accounts.
• 3.4 Client will at all times comply with Company's then-current policies, procedures, and guidelines governing the Platform, as updated from time to time.
• 3.5 Company will provide implementation services as described in the applicable Order Form. Client will fully cooperate with Company by providing timely materials and data reasonably requested by Company. Client assumes the entire risk of any problems resulting from the content, accuracy, completeness, and consistency of all data and information supplied by Client. Any changes to the implementation timetable may require an amended Order Form and may be subject to additional fees.
• 3.6 Client is responsible for establishing and maintaining its own access to the Platform. Company expressly disclaims any liability related to Client's use of telecommunications services, internet connectivity, or third-party networks.
• 3.7 Client is responsible for the operation of its own accounting, management, and reporting systems, audit functions, and recovery routines.

4. Fees & Payment

• 4.1 Fees are as specified in the applicable Order Form. Company will issue invoices annually at the Go-Live Date or the start of the annual billing period, unless otherwise specified.
• 4.2 Client agrees to pay all undisputed amounts within thirty (30) days of receipt of invoice. Late payments are subject to a 1.5% monthly late fee (or the highest rate permitted by applicable law) on unpaid balances. If Company refers any unpaid amounts for collection, Client shall reimburse Company for all reasonable collection costs, including attorneys' fees. If Client fails to pay invoices timely more than twice in any six-month period, Client shall implement automatic ACH debit authorization for future invoices upon Company's request.
• 4.3 If Client believes a portion of an invoice is incorrect, Client must notify Company within fifteen (15) days of receipt, detailing the dispute. Client shall pay all undisputed portions. Failure to dispute an invoice within ninety (90) days of receipt waives all claims as to its accuracy.
• 4.4 All fees are non-refundable except as expressly provided herein. Company may suspend or terminate Platform access if any invoice is not paid within thirty (30) days, excluding amounts in good faith dispute.
• 4.5 All fees are payable in United States dollars and are exclusive of applicable taxes, duties, or assessments, all of which are the sole responsibility of Client.
• 4.6 Company may increase fees annually in January by the greater of five percent (5%) or the percentage change in the CPI-U, or upon ninety (90) days' prior written notice if: (i) services are modified or expanded at Client's request; (ii) there is a material change in applicable law; or (iii) a third-party fee passed through to Client increases.

5. Company Use of Data

• 5.1 "Client Data" means all data submitted by Client or its residents through the Platform, including homeowner information, financial records, communications, and documents.
• 5.2 Company shall use Client Data solely to provide and improve the Platform and services under this Agreement. Company shall not sell, rent, license, or disclose Client Data to any third party for commercial or marketing purposes without Client's prior written consent.
• 5.3 Company may use aggregated, de-identified data derived from Client Data for product analytics, benchmarking, platform improvement, and industry reporting, provided such data cannot reasonably be used to identify Client or any individual resident.
• 5.4 Company may access Client Data as necessary to provide technical support, perform maintenance, ensure platform security, comply with legal obligations, or enforce this Agreement. Such access shall be limited to the minimum extent necessary.
• 5.5 Company employs industry-standard technical and organizational measures to protect Client Data, including encryption at rest and in transit, role-based access controls, and regular security assessments.
• 5.6 In the event of a confirmed or reasonably suspected breach of Client Data, Company shall notify Client within seventy-two (72) hours of discovery and take immediate steps to investigate, contain, and remediate the incident.
• 5.7 Upon termination of this Agreement, Company shall provide Client with an export of its Client Data in a standard format within thirty (30) days of request, and shall thereafter delete or render inaccessible all Client Data within ninety (90) days, unless longer retention is required by law.

6. Confidentiality

• 6.1 Each party may receive confidential information ("Confidential Information") from the other. Each party shall use the other's Confidential Information solely in the performance of its obligations under this Agreement, treat it as confidential, and not disclose it except to authorized employees, officers, directors, legal counsel, accountants, and necessary subcontractors bound by equivalent confidentiality obligations. Each party shall treat the other's Confidential Information with at least the same degree of care it uses to protect its own, but no less than reasonable care.
• 6.2 "Confidential Information" means all non-public information relating to the disclosing party's business, technology, customers, pricing, or operations. The Platform and all Materials are Confidential Information of Company. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party without restriction prior to disclosure; (c) is disclosed with prior written approval; (d) is independently developed without use of the disclosing party's Confidential Information; or (e) becomes known from a source with the right to disclose it without restriction.
• 6.3 Either party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives prior written notice where permitted.
• 6.4 This Section 6 shall survive termination or expiration of this Agreement for five (5) years.

7. Intellectual Property

• 7.1 Company retains all right, title, and interest in and to the Platform, including all underlying software, algorithms, user interfaces, documentation, technology, copyrights, trademarks, patents, and know-how ("Company IP"). Nothing in this Agreement transfers ownership of Company IP to Client.
• 7.2 Client retains all right, title, and interest in and to Client Data and any pre-existing content or materials Client submits to the Platform. Client grants Company a limited license to use Client Data solely as necessary to perform services under this Agreement or as described in Section 5.
• 7.3 Any customizations, integrations, or work product developed by Company in connection with this Agreement shall be exclusively owned by Company. Any ideas, suggestions, feedback, or recommendations provided by Client regarding the Platform shall be deemed a royalty-free, irrevocable, perpetual, worldwide assignment to Company, and Company shall be free to use, incorporate, and commercialize such feedback without restriction, attribution, or compensation.
• 7.4 Client shall not copy, reproduce, remove proprietary notices from, or reverse engineer any part of the Platform.

8. Representations & Warranties

• 8.1 Company represents and warrants that: (a) it has full authority to enter into this Agreement; (b) the Platform will perform materially in accordance with published documentation; (c) Company will comply with all applicable laws in the provision of services; and (d) the Platform does not knowingly infringe any third-party intellectual property rights.
• 8.2 Client represents and warrants that: (a) it has full authority to enter into this Agreement; (b) it will use the Platform only for lawful purposes; and (c) it has obtained all necessary consents to submit resident data to the Platform.
• 8.3 Client will not, and will ensure that its end-users will not: (i) use the Platform for any purpose other than as set forth in this Agreement; (ii) transmit malicious code, viruses, or harmful software; (iii) interfere with or disrupt the Platform's servers or networks; or (iv) use the Platform to develop a competing product or service.
• 8.4 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY PROVIDES THE PLATFORM "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

• 9.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS, AFFILIATES, EMPLOYEES, AGENTS, OR SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 9.2 CAP ON LIABILITY. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• 9.3 EXCEPTIONS. The limitations in Sections 9.1 and 9.2 shall not apply to: (a) a party's indemnification obligations under Section 10; (b) damages arising from gross negligence or willful misconduct; or (c) a party's breach of its confidentiality obligations under Section 6.
• 9.4 If the Platform becomes subject to an infringement claim, Company shall use commercially reasonable efforts to: (i) procure the right for Client to continue use; (ii) modify or replace the affected portion; or (iii) if neither is available at commercially reasonable expense, terminate the affected services and provide a pro-rated refund for the unused prepaid term.

10. Indemnification

• 10.1 Company shall indemnify, defend, and hold harmless Client and its officers, directors, and agents from and against any third-party claims arising from: (a) Company's material breach of this Agreement; (b) Company's gross negligence or willful misconduct; or (c) any claim that the Platform infringes a third party's intellectual property rights.
• 10.2 Client shall indemnify, defend, and hold harmless Company and its officers, directors, and agents from and against any third-party claims arising from: (a) Client's breach of this Agreement or misuse of the Platform; (b) Client's violation of applicable law; or (c) Client Data, including any claim that Client Data infringes a third party's rights.
• 10.3 The indemnified party shall promptly notify the indemnifying party of any claim, cooperate in the defense, and grant the indemnifying party control over the defense and settlement, provided no settlement imposes obligations on the indemnified party without its consent.

11. Data Privacy & Regulatory Compliance

• 11.1 Both parties shall comply with all applicable data privacy and protection laws, including GDPR (where applicable), CCPA, and any state-specific HOA data regulations.
• 11.2 Company shall implement and maintain a written information security program including administrative, technical, and physical safeguards appropriate to the nature and sensitivity of Client Data.
• 11.3 Company shall conduct or commission a security assessment of the Platform at least annually and make material findings available to Client upon request under appropriate confidentiality protections.
• 11.4 Client is responsible for ensuring that its collection and submission of resident personal data to the Platform complies with all applicable privacy laws and resident consent requirements.

12. Services & Support

• 12.1 Company shall have the right, at any time and in its sole discretion, to update or provide new versions of the Platform, modify its features or functionality, and/or discontinue all or part of the Platform. Company will use commercially reasonable efforts to provide advance written notice of any material changes.
• 12.2 Company shall use commercially reasonable efforts to maintain Platform availability, outside of scheduled maintenance windows.
• 12.3 Scheduled maintenance may be performed at any time and will be communicated to Client with at least twenty-four (24) hours' prior notice.
• 12.4 Company shall respond to support requests within one (1) business day for standard issues and within four (4) hours for issues rendering the Platform materially unavailable.
• 12.5 Each Order Form designates primary contacts within each party responsible for managing performance and serving as escalation points. Either party may update its contacts by written notice.

13. Term, Renewal & Cancellation

• 13.1 Initial Term & Go-Live. This Agreement begins on the "Go-Live Date" — defined as the date on which the resident portal is first made available for functional use by Client's homeowners — and continues through the end date specified in the applicable Order Form. Company shall notify Client in writing upon Go-Live.
• 13.2 Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms beginning on January 1st of each subsequent calendar year (each a "Renewal Term"), unless cancelled in accordance with Section 13.3.
• 13.3 Cancellation by Client. Client may cancel this Agreement at any time by providing written notice to Company. To prevent automatic renewal for the following calendar year, such notice must be received by Company no later than sixty (60) days prior to January 1st (i.e., by November 1st of the then-current year). Cancellation notices received after November 1st will take effect at the end of the next Renewal Term.
• 13.4 Refund Policy. All fees paid for the current calendar year are non-refundable. Upon cancellation, Client shall retain full access to the Platform through the end of the current paid calendar year. No prorated refunds shall be issued for any unused portion of the term.
• 13.5 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) ceases to operate as a going concern. In the event Client terminates for Company's material breach, Company shall refund a pro-rated portion of prepaid fees for the unused remainder of the current term.
• 13.6 Effect of Termination. Upon expiration or termination, Client's access to the Platform shall cease (subject to Section 13.4). Company shall make Client Data available for export as specified in Section 5.7. Sections 5, 6, 7, 9, 10, and 14 shall survive expiration or termination.

14. Governing Law & Dispute Resolution

• This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.
• 14.1 Executive Escalation. The parties shall first attempt to resolve any dispute through good-faith negotiations between senior representatives of each party.
• 14.2 Mediation. If not resolved within thirty (30) days, the parties agree to submit the matter to non-binding mediation administered by JAMS in New Castle County, Delaware. Costs shall be shared equally.
• 14.3 Arbitration. If mediation fails within sixty (60) days, the dispute shall be resolved by binding arbitration under JAMS Comprehensive Rules in New Castle County, Delaware. Each party waives its right to a jury trial.
• 14.4 The arbitrator may award any relief available at law or in equity. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

15. Miscellaneous

• 15.1 Amendments. No modification of this Agreement shall be valid unless made in a writing signed by authorized representatives of both parties, or posted by Company on its website with thirty (30) days' prior notice for non-material changes.
• 15.2 Notices. All notices shall be in writing and delivered in person, by certified mail, overnight courier, or email with confirmed receipt.
• 15.3 No Assignment. Client may not assign this Agreement without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to Client.
• 15.4 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.
• 15.5 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.
• 15.6 Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.
• 15.7 Non-Solicitation. During the Term and for one (1) year thereafter, neither party will employ or solicit for employment a current employee of the other party who is or was involved in the relationship contemplated by this Agreement without written permission.
• 15.8 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, internet outages, cyberattacks, or government actions, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

Contact Information

Questions? Contact us at legal@madesmplr.com | smplrhoa.com