PERQ MULTIFAMILY SOFTWARE, LLC
Terms and Conditions
Version 2026.06 • Effective May 21, 2026
These Terms and Conditions (the “Terms”) govern the relationship between PERQ Multifamily Software, LLC, an Indiana limited liability company (“PERQ”), and the customer identified in the Software as a Service Agreement that incorporates these Terms by reference (“Customer”). The Software as a Service Agreement together with Schedule A (Services & Pricing), these Terms, and any incorporated addenda or amendments (collectively, the “Agreement”) form the entire binding agreement between the parties. The version of these Terms in effect on the Effective Date of the Agreement governs the parties’ relationship through the then-current Service Period unless modified in accordance with Section 17.
1. DEFINITIONS
In addition to terms defined elsewhere in the Agreement, the following capitalized terms have the meanings set forth below:
“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used to verify an individual’s identity and authorization to access and use the Platform.
“Aggregated Statistics” means data and information related to Customer’s use of the Platform that PERQ uses in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform.
“AI Content” means automated or AI-assisted content generated by Platform products, including chatbot responses, advertising copy, listing descriptions, property posts, and similar outputs.
“Authorized Users” means Customer’s employees, contractors, and other personnel authorized by Customer to access and use the Platform under the rights granted in the Agreement.
“Customer Data” means data, content, and materials provided to PERQ by or on behalf of Customer in connection with PERQ’s provision of the Platform, including property listings, pricing, marketing content, branding assets, configurations, and Implementation Materials.
“Effective Date” means the date of last signature on the Software as a Service Agreement.
“Fees” means the fees payable by Customer for the Platform as set forth in Schedule A, including the Implementation Fee, Platform Fees, advertising spend, and any other amounts owed under the Agreement.
“Go Live Date” means the date on which a particular Platform product is made available to Customer through Access Credentials, Customer’s website, or other means of access. The Go Live Date is operational and does not affect the timing of Customer’s payment obligations under the Invoicing Schedule.
“Harmful Code” means any virus, worm, malware, or other malicious code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, or otherwise harm any computer system, software, network, or data.
“Implementation Fee” means the non-refundable fee payable by Customer for product configuration as set forth in Schedule A.
“Implementation Materials” means the materials, configurations, credentials, content, and access required from Customer for PERQ to configure and deliver the Platform, as described in Schedule A or otherwise communicated to Customer.
“Initial Term” means the initial twelve (12) month period beginning on the Effective Date, unless otherwise specified in Schedule A.
“Intellectual Property Rights” means all registered and unregistered rights granted, applied for, or otherwise existing under any patent, copyright, trademark, trade secret, database protection, or other intellectual property laws, and all similar or equivalent rights in any jurisdiction.
“Invoicing Schedule” means the schedule of invoice dates and amounts set forth in Schedule A.
“Monthly Advertising Spend” means the monthly advertising budget authorized by Customer in Schedule A and as adjusted from time to time in accordance with Section 5.5.
“PERQ Materials” means the Platform, PERQ Systems, documentation, specifications, and any other materials, software, or technology provided or used by PERQ in connection with the Platform, including Platform Data and Aggregated Statistics.
“PERQ Systems” means the information technology infrastructure used by or on behalf of PERQ in providing the Platform, including all computers, software, hardware, databases, electronic systems, and networks.
“Personal Information” means information that directly or indirectly identifies an individual or that can be used to authenticate an individual, as further defined under applicable privacy laws. Customer’s business contact information is not by itself Personal Information.
“Pilot Period” means if designated in Schedule A, the first ninety (90) days of the Service Period, during which Customer has the early termination right set forth in Section 12.2. If Schedule A does not designate a Pilot Period, no Pilot Period applies and Customer’s only termination right during the Initial Term is the Change of Management Opt-Out under Section 12.3.
“Platform” means PERQ’s AI Digital Marketing Platform and all products activated under Schedule A, as further described in Section 2.1.
“Platform Data” means data and information collected or generated through the operation of the Platform from or about consumers, including prospect interactions, conversation transcripts, lead form submissions, behavioral data, and similar consumer-generated data captured by the Platform.
“Platform Fee” means the recurring monthly fee for the Platform bundle and any additional products selected by Customer per property, as set forth in Schedule A.
“Platform Invoice” means the monthly invoice for Platform Fees as further described in Section 11.
“Schedule A” means the Services & Pricing schedule attached to and forming part of the Software as a Service Agreement, as amended from time to time.
“Service Period” means for each property activated under Schedule A, the period beginning on the Effective Date and continuing through the Initial Term and any renewal terms, until terminated in accordance with the Agreement.
“Third-Party Materials” means third-party software, content, services, integrations, or data made available through or in connection with the Platform that is not proprietary to PERQ.
2. PLATFORM SCOPE & LICENSE
2.1 PERQ AI Digital Marketing Platform
The Platform is a modular suite of software-as-a-service products organized across four layers:
Traffic Generation — includes Pay-Per-Click (PPC) advertising management across Google Ads, Meta, and other paid channels; Search Engine Optimization (SEO) covering on-page optimization, local SEO, and Google Business Profile management; Search Management; Google Bookings Agent; and Google Post & Product Agent;
Website — PERQ-hosted multifamily property websites and embedded lead-capture technology;
Leasing — the AI Leasing Agent providing 24/7 lead qualification, prospect engagement, and tour booking; and
Intelligence — Pulse Intelligence, the marketing command center aggregating performance data across all active Platform products.
Active products are identified in Schedule A and may be expanded by signed amendment.
2.2 License Grant
Subject to Customer’s and its Authorized Users’ continued compliance with the Agreement, PERQ grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the active Platform products during the Term, solely for Customer’s internal business purposes by its Authorized Users.
2.3 Reservation of Rights
All right, title, and interest in and to the Platform, PERQ Materials, and Third-Party Materials — including all Intellectual Property Rights — are and remain the exclusive property of PERQ and the respective rights holders in the Third-Party Materials. No rights are granted to Customer except for the limited license expressly set forth in Section 2.2. Nothing in the Agreement transfers ownership of any PERQ Intellectual Property Rights to Customer, whether by implication, estoppel, or otherwise.
2.4 Platform Changes
PERQ may, in its sole discretion, modify, update, enhance, or change any Platform product to maintain or improve quality, performance, security, competitiveness, or to comply with applicable law. Material changes will be communicated with reasonable advance notice. New products or services require a signed Schedule A amendment.
2.5 Suspension of Services
PERQ may suspend, terminate, or otherwise limit Customer’s or any Authorized User’s access to or use of all or any part of the Platform, without incurring any resulting obligation or liability, if: (a) PERQ receives a judicial or governmental order, subpoena, or law enforcement request that requires PERQ to do so; or (b) PERQ reasonably believes that (i) Customer or any Authorized User has materially breached the Agreement, accessed or used the Platform beyond the scope of rights granted, or violated any material instruction or specification; (ii) Customer or any Authorized User is engaged in fraudulent or unlawful activity; or (iii) the Agreement has expired or terminated. This Section does not limit PERQ’s other rights or remedies.
3. WEBSITE TERMS
This Section applies only to Customers with an active PERQ Website subscription identified in Schedule A.
3.1 Hosting & Availability
PERQ hosts and maintains Customer’s property website(s) on PERQ infrastructure. Website uptime is governed by the service-level commitment in Section 7. Scheduled maintenance occurs during low-traffic periods with reasonable advance notice.
3.2 Domain & DNS
Customer retains ownership of its domain name(s). Customer is responsible for domain registration and must provide PERQ with the DNS access required to configure the site. Upon termination of the Website subscription, PERQ will redirect Customer’s domain to a destination of Customer’s choosing within five (5) business days of receiving written instructions from Customer.
3.3 Content Ownership
Customer retains ownership of all property-specific content it provides to PERQ, including listings, images, pricing, and descriptions. PERQ owns all website templates, design systems, platform code, and underlying technology. Upon termination of the Website subscription, Customer may request an export of its property-specific content in a standard format within thirty (30) days of termination. The treatment of Customer Data, including data ownership and license grants, is governed by Section 9.
3.4 Offboarding
Upon termination of a Website subscription: (a) PERQ will take the hosted website offline; (b) Customer’s domain will be redirected pursuant to Section 3.2; and (c) PERQ has no obligation to transfer website design, templates, code, or any other PERQ Materials. Customer is solely responsible for ensuring a replacement website is available if continuous online presence is required.
3.5 Customer-Initiated Changes
Customer must provide PERQ with at least thirty (30) days’ written notice before changing website providers, URL structures, content management systems, or any configuration affecting integrations with the Platform. PERQ has no liability for service disruptions, data loss, or performance degradation caused by Customer’s failure to provide timely notice or by Customer-initiated changes outside PERQ’s control.
4. PULSE INTELLIGENCE TERMS
This Section applies only to Customers with an active Pulse Intelligence subscription identified in Schedule A.
4.1 Data Aggregation
Pulse Intelligence aggregates performance data from all active Platform products for the properties identified in Schedule A. To deliver Pulse Intelligence insights, Customer authorizes PERQ to access, process, and display data from Customer’s active advertising campaigns, website analytics, AI Leasing Agent interactions, and other active Platform products. This authorization is limited to data generated through PERQ’s own systems and authorized third-party integrations.
4.2 Third-Party Data Sources
Pulse Intelligence may display data sourced from third-party platforms (including Google, Meta, ILS platforms, and property management systems) via Customer-authorized integrations. PERQ does not guarantee the accuracy, completeness, or timeliness of third-party data and bears no liability for errors in data originating from third-party systems. Customer is solely responsible for maintaining all third-party credentials and API access required for Pulse Intelligence integrations.
4.3 Dashboard Access Post-Termination
Upon termination of a Pulse Intelligence subscription, dashboard access will be discontinued. PERQ will provide a data export of Customer’s historical Pulse Intelligence reporting data in a standard format (CSV or PDF) upon Customer’s written request submitted within thirty (30) days of the effective date of termination.
4.4 Reporting Disclaimer
Pulse Intelligence is a performance reporting and analytics tool. Insights provided through Pulse Intelligence are informational only and do not constitute marketing, investment, financial, or business advice. Customer is solely responsible for all decisions made based on Pulse Intelligence data. PERQ does not warrant that Pulse Intelligence data will be error-free or that any specific business outcomes will result from Pulse Intelligence insights.
5. AI & AUTOMATED CONTENT
5.1 AI-Generated Content
Certain Platform products generate AI Content automatically based on configurations, data, and instructions provided by or on behalf of Customer. AI Content includes chatbot responses, advertising copy, listing descriptions, automated property posts, and similar outputs.
5.2 Allocation of Responsibility for AI Content
Customer is responsible for the configurations, instructions, content, and inputs that govern the operation of AI Content, including all property listings, pricing, availability criteria, screening guidelines, and other inputs Customer supplies to or configures within the Platform. PERQ is responsible for the integrity of the AI system operating within those Customer-controlled configurations. AI Content is not a substitute for professional legal, compliance, marketing, or housing-policy review, and Customer remains responsible for compliance with all applicable laws governing its content and operations.
5.3 No Guarantee of Outcomes
AI and automated features are designed to optimize Platform performance but do not guarantee specific leasing, traffic, conversion, occupancy, or revenue outcomes. Results vary based on market conditions, property characteristics, customer-supplied inputs, and other factors outside PERQ’s control.
5.4 Fair Housing
Each party is independently responsible for compliance with all applicable fair housing and anti-discrimination laws within its control. Customer is solely responsible for property listings, pricing, availability criteria, screening policies, application criteria, and all housing-related decisions. PERQ does not make housing eligibility, availability, or selection determinations. AI-assisted Platform features operate exclusively on Customer-provided configurations and instructions.
5.5 Paid Media Services
This Section 5.5 applies if Customer has authorized Monthly Advertising Spend or other paid-media services in Schedule A.
(a) Campaign Management. PERQ provides campaign management services for Customer’s paid media campaigns, including campaign setup, optimization, performance management, and reporting. PERQ’s compensation for these services is set forth in Schedule A.
(b) Customer-Authorized Spend. Customer sets and controls the Monthly Advertising Spend in Schedule A. Customer may adjust the Monthly Advertising Spend with five (5) days’ written notice to PERQ.
(c) Payment Administration and Convenience Fee. If PERQ administers the processing of payments to the applicable media platform on Customer’s behalf, PERQ will retain five percent (5%) of the authorized Monthly Advertising Spend as a convenience fee for payment administration, and the remaining ninety-five percent (95%) of the authorized Monthly Advertising Spend will be applied to actual media platform spend. The convenience fee compensates PERQ solely for administering payment to the media platform and is distinct from any campaign management fee included in PERQ’s compensation under Section 5.5(a).
(d) Performance. PERQ manages campaigns to optimize performance within the authorized budget but does not guarantee specific outcomes including cost-per-click (CPC), cost-per-lead, cost-per-lease, return on ad spend (ROAS), impression volume, lead volume, or occupancy results. Actual performance depends on market conditions, competition, seasonality, property characteristics, and other factors outside PERQ’s control.
(e) Reporting. PERQ will provide regular reporting on campaign performance and will notify Customer of material changes to campaign strategy.
(f) Pause Rights. Invoices for paid-media services are due upon receipt. PERQ reserves the right to pause advertising campaigns when Customer’s account is no longer in good standing, including when amounts are past due.
5.6 SEO Services
Search Engine Optimization services are long-term in nature. Customer acknowledges that SEO improvements typically require three (3) to six (6) or more months to produce measurable results, and that search engine rankings are determined by third-party platforms (including Google) outside PERQ’s control. PERQ does not guarantee specific search rankings, organic traffic volumes, or lead-generation outcomes from SEO services. PERQ will provide periodic reporting on SEO activities and progress metrics.
6. USE RESTRICTIONS
Customer shall not, and shall not permit any other person to:
copy, modify, translate, or create derivative works of any Platform product or PERQ Materials;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Platform product or PERQ Materials to any third party, including in connection with any time-sharing, service-bureau, software-as-a-service, cloud, or similar offering;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or PERQ Materials;
bypass or breach any security control or authentication mechanism, or access the Platform other than through the use of valid Access Credentials by an Authorized User;
introduce, transmit, upload, or otherwise provide to or through the Platform any Harmful Code or any unlawful, infringing, or injurious content;
damage, destroy, disrupt, disable, impair, or otherwise interfere with the Platform, PERQ Systems, or PERQ’s provision of services to any third party;
use the Platform or PERQ Materials in any manner that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable law; or
access or use the Platform or PERQ Materials for purposes of competitive analysis, the development or operation of a competing product or service, or any other purpose to PERQ’s commercial detriment.
7. SERVICE LEVEL AGREEMENT
7.1 Uptime Definition
“Uptime” refers to the percentage of time during which PERQ’s consumer-facing Platform services (specifically, Customer property websites and lead-capture technology) are operational and accessible to leads and prospective leads, excluding scheduled maintenance. “Downtime” includes any period during which such consumer-facing services are unavailable due to unscheduled maintenance, hardware or software failures, or other factors within PERQ’s control. Uptime is calculated as: Uptime (%) = [Total Seconds – Downtime Seconds] / Total Seconds × 100.
7.2 Uptime Commitment
PERQ commits to ninety-nine percent (99.0%) Uptime over any given calendar year, excluding scheduled maintenance. This Uptime commitment applies only to consumer-facing Platform services as defined in Section 7.1; it does not apply to AI Leasing Agent features, Pulse Intelligence dashboards, or other Platform features that depend on third-party AI providers, integrations, or infrastructure.
7.3 Scheduled Maintenance
Scheduled maintenance that may cause Downtime will occur no more than once per calendar quarter, during low-traffic periods, with reasonable advance notice to Customer.
7.4 Exclusions
The following are not counted as Downtime: (a) scheduled maintenance with advance notice; (b) Downtime caused by Customer’s actions or omissions, misuse of the Platform, improper configuration, or unauthorized access; (c) Downtime caused by third-party platform failures, integrations, or services outside PERQ’s reasonable control; or (d) force majeure events as described in Section 18.3.
7.5 Performance Credits
If PERQ fails to meet the Uptime commitment in any calendar year, Customer may request performance credits in accordance with the table below:
Availability During Measurement Window Performance Credit (% of Platform Fee)
< 99.0% to 98.5% 25%
< 98.5% to 98.0% 30%
< 98.0% 40%
Performance credits are issued upon Customer’s written request following PERQ’s validation of the claim. Performance credits are Customer’s sole and exclusive remedy for any failure to meet the Uptime commitment.
7.6 System Requirements
PERQ generally tests the Platform on the latest two versions of major browsers (Chrome, Firefox, Microsoft Edge, and Safari) and primary mobile operating systems (iOS and Android). Issues found on browsers or operating systems older than that are not generally addressed.
8. CUSTOMER OBLIGATIONS
8.1 Authorized Use
Customer is responsible for all use of the Platform by its Authorized Users and any other person obtaining access through Customer’s account, whether or not authorized. Any act or omission by an Authorized User that would constitute a breach of the Agreement if committed by Customer will be deemed a breach by Customer. Customer shall make all Authorized Users aware of the applicable provisions of the Agreement and shall cause Authorized Users to comply with such provisions.
8.2 Implementation Materials
Customer shall provide all required Implementation Materials reasonably promptly following the Effective Date. Implementation Materials include configurations, credentials, content, branding assets, integration access, and any other items reasonably required for PERQ to configure and deliver the Platform. PERQ has no obligation to make any Platform product available until Customer has provided the Implementation Materials necessary for that product. Customer’s failure to provide Implementation Materials does not relieve Customer of its payment obligations under the Invoicing Schedule, and any delay in Go Live caused by Customer’s failure to provide Implementation Materials is at Customer’s sole risk and expense.
8.3 Third-Party Integrations
Certain Platform features require third-party access (including Google Business Profile, Meta, ILS, and property management systems). Customer is solely responsible for maintaining all required third-party accounts, credentials, and API access. PERQ has no liability for feature unavailability or performance degradation caused by Customer’s lapsed or revoked third-party access.
8.4 Customer-Provided Notice of Changes
Customer shall notify PERQ at least thirty (30) days in advance of any change to its website provider, domain configuration, integrations, or any other change that could materially impact the Platform. PERQ has no liability for service disruptions caused by Customer’s failure to provide timely notice.
8.5 Marketing Reference
Customer agrees to give consent to PERQ to use Customer’s name, logos, and product performance for case study and testimonial purposes. PERQ’s use of Customer’s name and logos in marketing materials does not require Customer’s prior approval.
8.6 Third-Party Products and Integrations
PERQ may from time to time make Third-Party Products and integrations available to Customer. Such Third-Party Products and integrations are subject to their own terms and conditions imposed by the applicable third-party providers. If Customer does not agree to abide by such terms, Customer should not install or use the applicable Third-Party Product or integration.
9. DATA OWNERSHIP & INTELLECTUAL PROPERTY
9.1 PERQ Intellectual Property
As between Customer and PERQ, PERQ owns all right, title, and interest, including all Intellectual Property Rights, in and to the Platform, PERQ Materials, Aggregated Statistics, and all derivative works, modifications, and enhancements thereto.
9.2 Customer Data
As between PERQ and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data. Customer hereby grants PERQ a non-exclusive, worldwide, royalty-free license to access, process, store, and use Customer Data solely as necessary to provide the Platform and perform PERQ’s obligations under the Agreement.
9.3 Platform Data
As between PERQ and Customer, PERQ owns all right, title, and interest, including all Intellectual Property Rights, in and to Platform Data. PERQ hereby grants to Customer a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, display, and otherwise use Platform Data in any manner consistent with the terms of the Agreement and Customer’s ordinary business operations.
9.4 Aggregated Statistics
PERQ may collect, generate, and use Aggregated Statistics to operate, improve, develop, benchmark, and market the Platform, and for any other lawful business purpose, provided that Aggregated Statistics do not include any information that identifies Customer or any individual.
9.5 Feedback
If Customer provides PERQ with any feedback, suggestions, or recommendations relating to the Platform, Customer hereby grants PERQ a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback into the Platform without restriction or obligation.
10. SECURITY & DATA PROTECTION
10.1 Information Security Program
PERQ maintains a written, company-wide information security program that includes administrative, technical, and physical safeguards designed to protect Customer Data and Platform Data. PERQ’s security program includes, at a minimum:
identification and assessment of reasonably foreseeable internal and external risks to the security, confidentiality, integrity, and availability of Customer Data and Platform Data;
secure software development practices, secure operating procedures, and vulnerability management;
ongoing employee security training;
least-privilege access controls limiting access to Customer Data and Platform Data to PERQ personnel with a legitimate business need;
change-control procedures and technical controls enforcing segregation of duties and minimum-necessary data access;
intrusion detection and prevention controls on critical systems;
data backup and disaster recovery capabilities;
periodic internal and external risk assessments; and
a security incident response plan, including documentation of responsive actions taken in connection with any security incident relating to Customer Data or Platform Data.
10.2 Use of Customer Data and Platform Data
PERQ processes Customer Data, Platform Data, and Personal Information solely to deliver the Platform and to perform PERQ’s obligations under the Agreement, in accordance with Customer’s documented instructions reflected in the Agreement, except as required for security operations, data backup, legal compliance, incident investigation, or for the generation and use of Aggregated Statistics. PERQ does not sell or share Personal Information, and will not retain, use, or disclose Personal Information for any purpose other than the specific business purpose of providing the Platform or as otherwise permitted by applicable law.
10.3 Breach Notification
In the event of a confirmed unauthorized access to Customer Data or Platform Data resulting from PERQ’s failure to maintain its security obligations under this Section, PERQ will notify Customer without undue delay, and in any event within seventy-two (72) hours of confirmation, and will cooperate reasonably with Customer’s investigation. PERQ’s notification will include, to the extent reasonably available at the time, a description of the nature of the incident, the categories and approximate volume of affected data, the measures taken or proposed to address the incident, and the contact details of the appropriate point of contact at PERQ.
10.4 Privacy Law Roles and Compliance
The parties acknowledge that, with respect to the processing of Personal Information under the Agreement, applicable U.S. state privacy laws may apply, including the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA”), the Virginia Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CTDPA”), the Utah Consumer Privacy Act (“UCPA”), the Texas Data Privacy and Security Act (“TDPSA”), the Oregon Consumer Privacy Act (“OCPA”), and similar U.S. state privacy laws as enacted from time to time (collectively, “Applicable Privacy Laws”). For purposes of Applicable Privacy Laws, Customer acts as the “Business,” “Controller,” or comparable role, and PERQ acts as the “Service Provider,” “Processor,” or comparable role. Each party shall comply with its obligations under Applicable Privacy Laws with respect to its role.
10.5 Data Subject Requests
Where required by Applicable Privacy Laws, PERQ will provide Customer with reasonable assistance, taking into account the nature of the processing and the information available to PERQ, to enable Customer to respond to verified requests from individuals exercising their rights under Applicable Privacy Laws (including rights of access, deletion, correction, portability, and opt-out from sale or sharing). Customer is responsible for verifying the identity of the requesting individual and for determining whether and how to respond to any such request. If PERQ receives a request directly from an individual purporting to exercise rights with respect to Personal Information processed on Customer’s behalf, PERQ will, where permitted by law, redirect the request to Customer or notify Customer without undue delay.
10.6 Sub-processors
PERQ may engage third-party sub-processors to assist in providing the Platform, including providers of cloud infrastructure and hosting, artificial intelligence and machine learning services, data analytics and observability, communications and messaging, payment processing, customer support tooling, and other operational services. PERQ remains responsible for its sub-processors’ compliance with the obligations applicable to PERQ under this Section 10. PERQ will impose data protection obligations on its sub-processors that are no less protective than those set forth in these Terms. Customer may request a current list of PERQ’s sub-processors by submitting a written request to PERQ, and PERQ will provide such list subject to Customer’s reasonable confidentiality obligations.
10.7 Audit
PERQ maintains a SOC 2 (or equivalent) third-party security assessment of its information security program. Upon Customer’s reasonable written request, and no more frequently than once per calendar year (except as required following a confirmed material security incident affecting Customer Data or Platform Data), PERQ will provide Customer with a copy of its then-current SOC 2 (or equivalent) report, subject to Customer’s execution of a reasonable non-disclosure agreement covering such report. The SOC 2 report and any other security documentation PERQ provides under this Section satisfy Customer’s audit rights under Applicable Privacy Laws and the Agreement, except that, in the event of a confirmed material security incident affecting Customer Data or Platform Data, the parties will cooperate in good faith on additional reasonable verification measures.
10.8 Return and Deletion of Personal Information
Upon expiration or termination of the Agreement, or upon Customer’s earlier written request, PERQ will, within a reasonable period not to exceed sixty (60) days, delete or return all Personal Information processed on Customer’s behalf, except to the extent: (a) PERQ is required to retain such Personal Information by applicable law; (b) such Personal Information resides in routine system backups, in which case it will be deleted in accordance with PERQ’s standard backup retention and deletion cycles and remain subject to the protections of this Section until deletion; or (c) such Personal Information has been incorporated into Aggregated Statistics in accordance with Section 9.4. PERQ will certify deletion in writing upon Customer’s reasonable written request.
10.9 Customer Backups
The Platform does not replace Customer’s obligation to maintain its own data backups and redundant data archives. PERQ has no liability for any loss, alteration, destruction, damage, corruption, or recovery of data residing in Customer’s own systems.
11. FEES & PAYMENT
11.1 Invoicing Schedule
Customer shall pay PERQ all Fees as set forth in the Invoicing Schedule in Schedule A, in U.S. dollars, without offset, deduction, recoupment, counterclaim, or withholding. The Invoicing Schedule sets forth the dates and amounts of all invoices through the Initial Term. Customer’s payment obligations under the Invoicing Schedule are not contingent upon the Go Live Date of any Platform product or upon Customer’s use of the Platform.
11.2 Implementation Invoice
The Implementation Fee is invoiced promptly following the Effective Date, and in any event within five (5) business days. The Implementation Fee is due upon receipt and is non-refundable.
11.3 Platform Invoice
Platform Fees are invoiced monthly in advance. Each monthly Platform Invoice is issued on or about the fifteenth (15th) day of each calendar month and covers Platform Fees for the immediately following calendar month. If the Effective Date falls within a calendar month, the first Platform Invoice will be prorated to cover Platform Fees for the period beginning on the Effective Date and ending on the last day of the then-current calendar month, with subsequent Platform Invoices following the regular monthly cadence.
11.4 Advertising Invoice
If Customer has authorized Monthly Advertising Spend in Schedule A, advertising is invoiced monthly. Each monthly Advertising Invoice is issued by the fifth (5th) business day of the calendar month and covers Customer’s authorized Monthly Advertising Spend for the current calendar month, including the convenience fee described in Section 5.5(c). If Customer adjusts the Monthly Advertising Spend during a calendar month in accordance with Section 5.5(b), PERQ will issue a credit memo or supplemental invoice at month-end to reflect the adjustment.
11.5 Payment Terms
All invoices are due upon receipt unless otherwise specified in Schedule A. Customer may elect a payment-option discount in Schedule A by paying Platform Fees on a quarterly, semi-annual, or annual prepay basis. Payment-option discounts apply to Platform Fees only and do not apply to advertising spend, the convenience fee under Section 5.5(c), or any other pass-through costs.
11.6 Late Payment
If Customer fails to make any payment when due, without limiting PERQ’s other rights and remedies: (a) PERQ may charge interest on the past-due amount at the rate of one and one-half percent (1.5%) per month, calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse PERQ for all reasonable costs of collection, including attorneys’ fees, court costs, and collection agency fees; (c) if any amount remains unpaid for five (5) days or more, PERQ may suspend Customer’s and its Authorized Users’ access to any portion or all of the Platform until the amount is paid in full; and (d) Customer’s payment obligations continue during any period of suspension.
11.7 No Setoff
All amounts payable to PERQ under the Agreement shall be paid in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.
11.8 Renewal Increase
Upon each renewal of the Service Period following the Initial Term, PERQ will apply a standard increase of five percent (5%) to all Platform Fees then in effect for Customer. PERQ will provide an updated Invoicing Schedule reflecting the renewal pricing prior to the start of each renewal term.
11.9 Mid-Term Changes
If Customer adds a property, upgrades a Platform product, or activates an add-on during the Term, the change is reflected in an amendment to Schedule A and a corresponding update to the Invoicing Schedule. Mid-term additions are billed on a prorated basis for the partial calendar month in which the change takes effect, and follow the standard Invoicing Schedule cadence from the next full calendar month forward. Mid-term reductions to Customer’s contracted scope (other than property removals under Section 12.3) require PERQ’s written consent and do not affect Customer’s payment obligations under the existing Invoicing Schedule unless expressly agreed in the amendment.
11.10 Taxes
Fees are exclusive of taxes. Customer is responsible for all sales, use, excise, and similar taxes, duties, and charges of any kind imposed by any governmental authority on amounts payable under the Agreement, other than taxes imposed on PERQ’s net income. Where required by law, PERQ will collect and remit applicable sales taxes.
11.11 Third-Party Invoicing
If Customer requires use of a third-party invoicing platform (e.g., Vendor Cafe, Vendor Access, OPS Merchant), PERQ may charge Customer a Third-Party Invoicing Fee of one and one-half percent (1.5%) of the Platform Fee to offset vendor compliance, setup, and renewal costs. Customer must notify PERQ at AR@perq.com of all setup instructions, vendor compliance requirements, purchase order processes, and property additions or removals. If any vendor agreement, addendum, or similar document is required to invoice Customer through a third-party platform, the Agreement supersedes any conflicting terms in such document. Customer remains solely responsible for all Fees regardless of the invoicing method used.
12. TERM & TERMINATION
12.1 Term
The Agreement begins on the Effective Date and continues for the Initial Term. Following the Initial Term, the Agreement automatically renews on a rolling twelve (12) month basis until terminated in accordance with this Section.
12.2 Pilot Period Termination
If Schedule A designates a Pilot Period, Customer may terminate the Agreement during the Pilot Period for any reason by providing PERQ with written notice. Upon termination during the Pilot Period: (a) Customer shall pay PERQ all amounts due under the Invoicing Schedule that are allocable to the period from the Effective Date through the effective date of termination, on a pro-rata daily basis; (b) the Implementation Fee is non-refundable; and (c) any amounts already paid by Customer under the Invoicing Schedule that are allocable to periods following the effective date of termination will be refunded to Customer within thirty (30) days. If Schedule A does not designate a Pilot Period, this Section 12.2 does not apply, and Customer’s only termination rights during the Initial Term are set forth in Sections 12.3, 12.4, and 12.5.
12.3 Change of Management Opt-Out
Upon the confirmed sale of a property or removal of a property from Customer’s management, that property may be removed from the Agreement without penalty, provided all of the following conditions are met:
Customer provides thirty (30) days’ prior written notice to PERQ;
Customer provides written documentation confirming the sale or change of management; and
all outstanding invoices for the affected property are paid in full.
Upon removal of a property under this Section 12.3, Customer is entitled to a pro-rata refund of any amounts paid under the Invoicing Schedule that are allocable to the affected property for periods following the effective date of removal. The removal of any individual property does not affect the remaining properties or the Agreement as a whole. Removal of all properties constitutes full termination of the Agreement.
12.4 PERQ Failure to Deliver
If PERQ materially fails to make a Platform product available within a commercially reasonable time after Customer has provided all required Implementation Materials for that product, and such failure is due to causes within PERQ’s reasonable control, then Customer’s sole and exclusive remedy is to terminate the affected Platform product or property upon thirty (30) days’ written notice (during which PERQ may cure the failure) and to receive a refund of amounts already paid under the Invoicing Schedule that are allocable to the affected product or property for periods following the effective date of termination. For the avoidance of doubt, this Section 12.4 does not apply to any failure or delay caused in whole or in part by Customer’s failure to provide Implementation Materials, information, access, or cooperation reasonably required for PERQ to deliver the affected Platform product, and in any such case Customer remains fully obligated to pay all amounts due under the Invoicing Schedule.
12.5 Termination for Cause
In addition to any other express termination right in the Agreement: (a) PERQ may terminate the Agreement immediately upon written notice to Customer if Customer fails to pay any amount when due or breaches the Agreement in any material respect; (b) either party may terminate the Agreement upon thirty (30) days’ written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of written notice (or, if the breach is incapable of cure, immediately upon notice); and (c) either party may terminate the Agreement immediately upon written notice if the other party (i) becomes insolvent or generally unable to pay its debts as they become due, (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy, (iii) makes or seeks to make a general assignment for the benefit of creditors, or (iv) has a receiver, trustee, custodian, or similar agent appointed for any material portion of its property or business.
12.6 Non-Renewal
Either party may elect not to renew the Agreement at the end of the Initial Term or any subsequent renewal term by providing the other party with at least thirty (30) days’ prior written notice in advance of the applicable renewal date. Customer remains obligated to pay all amounts due under the Invoicing Schedule through the end of the then-current term.
12.7 Effect of Termination
Upon expiration or termination of the Agreement (in whole or with respect to any property): (a) Customer shall immediately discontinue use of the Platform and PERQ Materials with respect to the terminated scope; (b) Customer shall delete, destroy, or return all copies of PERQ Materials and certify destruction in writing upon PERQ’s request; (c) all accrued and scheduled amounts due under the Invoicing Schedule through the effective date of termination remain immediately due and payable; (d) except as expressly provided in Sections 12.2, 12.3, and 12.4, no refunds will be issued under any circumstances; and (e) any product-specific offboarding obligations (including under Sections 3.4 and 4.3) apply where relevant.
12.8 Survival
Sections 1 (Definitions), 2.3 (Reservation of Rights), 5 (AI & Automated Content), 6 (Use Restrictions), 9 (Data Ownership & Intellectual Property), 10 (Security & Data Protection), 11 (Fees & Payment, with respect to amounts accrued prior to termination), 12.7 (Effect of Termination), 13 (Confidentiality), 14 (Representations & Warranties), 15 (Indemnification), 16 (Limitation of Liability), 17 (Modification), and 18 (General Provisions) survive expiration or termination of the Agreement.
13. CONFIDENTIALITY
From time to time during the Term, either party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form, and whether or not marked as “confidential” (“Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is in the public domain; (b) is known to the Receiving Party without obligation of confidentiality; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person except the Receiving Party’s employees and contractors who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the Agreement and who are bound by confidentiality obligations no less protective than those in this Section. The Receiving Party may disclose Confidential Information to the limited extent required (i) to comply with a court or governmental order, provided the Receiving Party first gives the Disclosing Party written notice and a reasonable opportunity to seek a protective order, or (ii) to establish its rights under the Agreement.
Upon expiration or termination of the Agreement, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party’s Confidential Information and certify destruction in writing upon request. Each party’s confidentiality obligations survive termination of the Agreement for five (5) years; provided that obligations with respect to Confidential Information that constitutes a trade secret survive for as long as such information remains a trade secret under applicable law.
14. REPRESENTATIONS & WARRANTIES
14.1 Mutual Representations
Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; (b) it has the full right, power, and authority to enter into and perform the Agreement; (c) the execution of the Agreement has been duly authorized by all necessary corporate or organizational action; and (d) when executed and delivered, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable in accordance with its terms.
14.2 PERQ Performance Warranty
PERQ represents, warrants, and covenants that it will perform the services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar SaaS services, and will devote adequate resources to meet its obligations under the Agreement.
14.3 Customer Data Warranty
Customer represents, warrants, and covenants that Customer owns or has obtained all rights, consents, and authorizations necessary to provide Customer Data and Implementation Materials to PERQ, and that PERQ’s receipt and processing of Customer Data and Implementation Materials in accordance with the Agreement will not infringe, misappropriate, or otherwise violate any Intellectual Property Right, privacy right, fair housing law, or other right of any third party or violate any applicable law.
14.4 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 14, THE PLATFORM AND ALL PERQ MATERIALS ARE PROVIDED “AS IS” AND PERQ HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PERQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PERQ MAKES NO WARRANTY THAT THE PLATFORM OR ANY RESULTS OF ITS USE WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
15. INDEMNIFICATION
15.1 Mutual Indemnification
Each party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party and its affiliates and their respective officers, directors, employees, contractors, and agents (each, an “Indemnified Party”) from and against any third-party claim, action, suit, investigation, or proceeding (a “Claim”) to the extent such Claim arises out of or relates to the Indemnifying Party’s breach of the Agreement, negligence, willful misconduct, fraud, or violation of applicable law in connection with the Agreement. The Indemnifying Party shall pay all liabilities, losses, damages, judgments, awards, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs of defense) incurred by or assessed against the Indemnified Party in connection with any such Claim.
15.2 PERQ Intellectual Property Indemnity
PERQ shall defend, indemnify, and hold harmless Customer from and against any third-party Claim that the Platform, as provided by PERQ and used by Customer in accordance with the Agreement, infringes or misappropriates such third party’s Intellectual Property Rights. PERQ’s obligations under this Section 15.2 do not apply to the extent the Claim arises out of or relates to: (a) Customer Data, Implementation Materials, or other content or configurations provided by or on behalf of Customer; (b) modifications to the Platform not made by or on behalf of PERQ; (c) combination of the Platform with products, services, software, hardware, data, or content not provided by PERQ where the Claim would not have arisen but for such combination; (d) Third-Party Materials; or (e) Customer’s use of the Platform outside the scope of the Agreement.
If PERQ reasonably believes the Platform may be the subject of an infringement Claim, PERQ may, at its sole option and expense: (i) procure for Customer the right to continue using the Platform; (ii) modify the Platform so that it is non-infringing while retaining substantially equivalent functionality; or (iii) terminate the affected Service Period and refund any prepaid, unearned Fees for the affected period. THIS SECTION 15.2 SETS FORTH PERQ’S SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.
15.3 Customer Data and Content Indemnity
Customer shall defend, indemnify, and hold harmless PERQ from and against any third-party Claim arising out of or relating to: (a) Customer Data, Implementation Materials, or other content or configurations provided by or on behalf of Customer; (b) any allegation that Customer Data, Implementation Materials, or such content infringes, misappropriates, or otherwise violates any Intellectual Property Right, privacy right, or other right of a third party; (c) Customer’s violation of fair housing or anti-discrimination laws, or of any other law applicable to Customer’s business or properties; or (d) Customer’s use of the Platform in violation of the Agreement.
15.4 Indemnification Procedures
The Indemnifying Party’s obligations under this Section 15 are conditioned upon the Indemnified Party: (a) providing written notice to the Indemnifying Party of any Claim within thirty (30) days after the Indemnified Party has knowledge of the Claim (provided that failure to timely provide notice relieves the Indemnifying Party only to the extent the Indemnifying Party is materially prejudiced); (b) giving the Indemnifying Party sole control over the defense and any related settlement negotiations; and (c) cooperating in the defense at the Indemnifying Party’s reasonable request and expense. The Indemnified Party may participate at its own expense in the defense and any settlement discussions, and has the right to approve any settlement that involves an admission of fault by the Indemnified Party or imposes non-monetary obligations on the Indemnified Party; such approval will not be unreasonably withheld.
16. LIMITATION OF LIABILITY
16.1 Exclusion of Indirect Damages
IN NO EVENT WILL PERQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF PROFITS, REVENUE, LEASES, LEADS, BUSINESS, GOODWILL, OR DATA) ARISING OUT OF OR RELATING TO THE PLATFORM, THE AGREEMENT, OR THE PERFORMANCE OR NON-PERFORMANCE OF EITHER PARTY, REGARDLESS OF THE LEGAL THEORY OF THE CLAIM (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.2 Aggregate Cap
PERQ’S TOTAL AGGREGATE LIABILITY UNDER THE AGREEMENT, REGARDLESS OF THE LEGAL THEORY OF ANY CLAIM, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PERQ UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
16.3 Exceptions
The limitations in Sections 16.1 and 16.2 do not apply to: (a) a party’s gross negligence, willful misconduct, or fraud; (b) Customer’s payment obligations under the Agreement; or (c) Customer’s breach of Sections 6 (Use Restrictions) or 9 (Data Ownership & Intellectual Property).
16.4 Reliance
Customer acknowledges that it should not rely solely on information provided through the Platform and that the Platform does not replace Customer’s duty to adhere to applicable industry, legal, and regulatory standards.
17. MODIFICATION OF TERMS
17.1 Conservative Default
The version of these Terms in effect on the Effective Date governs the parties’ relationship through the then-current Service Period. Updated versions of these Terms apply at the start of any subsequent renewal Service Period. PERQ will make the version of these Terms in effect at any given time available at the URL designated by PERQ, and will maintain reasonable access to historical versions for reference.
17.2 Regulatory Modification
Notwithstanding Section 17.1, PERQ may modify these Terms mid-term solely to the extent necessary to comply with applicable law or regulatory requirements. PERQ will provide Customer with at least thirty (30) days’ written notice of any such modification. If a required modification materially and adversely affects Customer’s rights under the Agreement, Customer may terminate the Agreement upon written notice to PERQ within thirty (30) days of receiving notice of the modification, without penalty, and Customer will receive a pro-rata refund of any amounts already paid under the Invoicing Schedule that are allocable to periods following the effective date of termination. Absent timely notice of termination, Customer’s continued use of the Platform after the effective date of the modification constitutes acceptance of the modified Terms.
17.3 Mutual Amendment
Other modifications to these Terms or the Agreement require a written amendment signed by authorized representatives of both parties.
18. GENERAL PROVISIONS
18.1 Entire Agreement; Order of Precedence
The Agreement (including the Software as a Service Agreement, Schedule A, these Terms, and any signed amendments and addenda) constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, and representations, whether written or oral. In the event of any conflict, the following order of precedence governs: (a) the signed Software as a Service Agreement (excluding Schedule A); (b) Schedule A; (c) any signed amendment or addendum; and (d) these Terms.
18.2 Notices
All notices, requests, consents, claims, demands, waivers, and other communications under the Agreement (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth in the Software as a Service Agreement (or to such other address designated in accordance with this Section). Notices may be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (return receipt requested, postage prepaid), or email to the address designated by the receiving party (with confirmation of transmission). A Notice is effective only upon receipt by the receiving party and only if the sending party has complied with the requirements of this Section.
18.3 Force Majeure
Neither party will be liable to the other, or be deemed in breach of the Agreement, for any failure or delay in performing its obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, riot or other civil unrest, strikes, labor disputes, embargoes, or governmental action.
18.4 Insurance
Each party shall maintain commercially reasonable insurance coverage consistent with industry standards for SaaS providers and customers operating in the multifamily industry, including Commercial General Liability, Technology Errors & Omissions / Cyber Liability, and Workers’ Compensation as required by law. Each party shall provide a Certificate of Insurance to the other party upon reasonable written request.
18.5 Equitable Relief
Customer acknowledges that a breach or threatened breach of Section 6 (Use Restrictions), Section 9 (Data Ownership & Intellectual Property), or Section 13 (Confidentiality) would cause PERQ irreparable harm for which monetary damages would not be adequate and that, in the event of such breach or threatened breach, PERQ will be entitled to equitable relief, including a restraining order, injunction, specific performance, and any other relief available from any court, without the requirement to post a bond or other security or to prove actual damages or that monetary damages are inadequate. Such remedies are not exclusive and are in addition to all other remedies available at law or in equity.
18.6 Governing Law; Venue
The Agreement is governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict-of-law principles. Any legal suit, action, or proceeding arising out of or related to the Agreement shall be instituted exclusively in the federal courts of the United States Southern District of Indiana or the courts of the State of Indiana located in Marion County, Indianapolis. Each party irrevocably submits to the exclusive jurisdiction of such courts.
18.7 Assignment
Customer may not assign any of its rights or delegate any of its obligations under the Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without PERQ’s prior written consent. Any purported assignment in violation of this Section is null and void. PERQ may assign the Agreement, in whole or in part, without Customer’s consent to an affiliate or in connection with a merger, sale of all or substantially all of its business, or other change of control. The Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
18.8 Amendment and Modification; Waiver
Except as expressly permitted in Section 17, no amendment or modification of the Agreement is effective unless in writing and signed by an authorized representative of each party. No waiver by any party of any provision will be effective unless explicitly set forth in writing and signed by the waiving party. No failure or delay in exercising any right, remedy, or privilege under the Agreement will operate as a waiver, and no single or partial exercise will preclude any other or further exercise.
18.9 Severability
If any provision of the Agreement is held invalid, illegal, or unenforceable in any jurisdiction, such invalidity will not affect any other provision or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination, the parties shall negotiate in good faith to modify the Agreement to effect their original intent as closely as possible.
18.10 Attorneys’ Fees
In any action arising out of or related to the Agreement, each party shall bear its own attorneys’ fees and costs, except that PERQ shall be entitled to recover its reasonable attorneys’ fees and costs in any action to collect amounts due under Section 11.
18.11 Counterparts; Electronic Signature
The Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. Counterparts may be exchanged by electronic means (including DocuSign or comparable platforms), and electronic signatures are deemed original signatures for all purposes.
18.12 No Third-Party Beneficiaries
The Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in the Agreement, express or implied, is intended to confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.
18.13 Independent Contractors
The parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
