SaaS Subscription Agreement

“Authorized User” means an individual Customer permits to use the Services. “Customer Data” has the meaning stated in the Terms. “Order” means an order form, checkout confirmation, statement of work, or other ordering document identifying subscription scope or commercial terms. “Services” means the eServicePro SaaS services identified in the applicable Order, together with related hosted applications, portals, APIs, documentation, and enabled features.

During the Subscription Term and subject to this Agreement and the applicable Order, eServicePro grants Customer a non-exclusive, non-transferable, non-sublicensable right to permit Authorized Users to access and use the Services solely for Customer’s internal business operations. Customer is responsible for Authorized Users’ compliance and for configuring roles and permissions appropriately.

Each Order will identify applicable plan, scope, users/units/usage, fees, billing frequency, and Subscription Term. Customer will pay undisputed amounts when due. Fees are exclusive of sales, use, excise, value-added, and similar transaction taxes, and Customer is responsible for such taxes other than taxes based on eServicePro’s net income. If Customer exceeds disclosed plan limits, eServicePro may require an upgrade or charge disclosed overage fees. eServicePro may suspend paid Services for materially overdue undisputed amounts after reasonable notice and an opportunity to cure.

Trial, beta, preview, or free features may be limited, changed, or discontinued and may not include all production features, support, security commitments, or service levels. Unless an Order expressly states that a trial converts to a paid recurring subscription, the trial will not automatically create a paid subscription. If automatic conversion is offered, the purchase flow must disclose price, billing frequency, conversion date, renewal, and cancellation terms before Customer enrolls.

Customer will:

• Maintain accurate account and billing information;
• Protect credentials and administer Authorized Users;
• Use the Services in compliance with applicable housing, privacy, communications, payment, employment, accessibility, consumer-protection, and other laws applicable to Customer;
• Obtain all rights, notices, consents, and lawful bases for Customer Data and communications;
• Review AI-assisted output before material reliance; and
• Not use tenant-screening, credit-pull, or consumer-report functionality unless separately enabled under compliant written terms.

Each party will maintain reasonable administrative, technical, and organizational safeguards appropriate to its role and the risks associated with information it handles. eServicePro will process Customer Data to provide and support the Services, protect the Services and users, comply with Customer’s lawful instructions and applicable law, and as otherwise permitted by this Agreement. If applicable law requires processor/service-provider terms, the parties will enter eServicePro’s then-current DPA. Customer is responsible for lawful collection and configuration of Customer Data and for managing Authorized User access.

“Confidential Information” means non-public information disclosed by a party that is designated confidential or reasonably should be understood as confidential, including Customer Data, security information, product roadmaps, pricing, and non-public technical or business information. The receiving party will use Confidential Information only to exercise rights and perform obligations under the Agreement; protect it using at least reasonable care; and disclose it only to personnel, affiliates, advisers, and service providers who need to know it and are bound by confidentiality obligations. Confidential Information excludes information that the receiving party can demonstrate was lawfully known without restriction, independently developed without use of the discloser’s Confidential Information, lawfully received from a third party without duty, or publicly available without breach. A legally compelled disclosure is permitted after notice where legally allowed and reasonable assistance to seek protection.

eServicePro will use commercially reasonable efforts to make the paid Services available, subject to planned maintenance, emergency maintenance, internet/cloud failures, third-party dependencies, force majeure, and Customer systems. No service-level credit or specific uptime commitment applies unless stated in an SLA or Order. eServicePro may modify the Services for security, legal compliance, performance, interoperability, or product development, but will not materially reduce the core paid functionality purchased by Customer during a committed Subscription Term without providing a commercially reasonable substitute, remedy, or termination right for the materially affected Service.

eServicePro and its licensors retain all rights in the Services and related technology. Customer retains its rights in Customer Data. Customer grants eServicePro the rights necessary to provide, secure, support, and improve the Services as permitted by this Agreement. No implied licenses are granted.

This Agreement begins on acceptance and continues while an Order or trial is active. Each paid subscription continues for the Subscription Term in the Order. Renewal occurs only as stated in the applicable Order or checkout. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice, except a breach involving unlawful conduct, security compromise, infringement, or misuse that cannot be reasonably cured may justify immediate suspension or termination. Customer remains responsible for fees accrued through termination. If eServicePro terminates a prepaid committed subscription for its uncured material breach, eServicePro will refund prepaid fees allocable to the terminated unused period. If Customer terminates for convenience where not expressly permitted, committed fees remain due.

During an active subscription, Customer should use available export functionality to maintain copies of Customer Data it requires. Following expiration or termination, eServicePro may disable access. Unless a DPA, Order, or product documentation states a different period, eServicePro may retain Customer Data for up to thirty (30) days for retrieval and orderly deletion, after which eServicePro may delete it from active systems, subject to backups, legal retention, security records, and applicable law. eServicePro is not obligated to retain Customer Data indefinitely.

Each party warrants that it has authority to enter this Agreement. eServicePro warrants that, during a paid Subscription Term, the Services will materially conform to then-current documentation under normal authorized use. Customer’s exclusive remedy for a reproducible breach of this warranty is for eServicePro to use commercially reasonable efforts to correct the nonconformity; if eServicePro cannot do so within a reasonable period, Customer may terminate the materially affected Service and receive a refund of prepaid fees for the unused terminated period. Except for this express warranty and to the maximum extent permitted by law, the Services are provided “as is” and “as available,” and eServicePro disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by law, neither party will be liable for indirect, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or business opportunity. Except for Customer’s payment obligations, Customer’s infringement or misappropriation of eServicePro intellectual property, and liability that cannot lawfully be limited, each party’s aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer for the affected Services during the twelve (12) months before the first event giving rise to the claim. For an enterprise Order, the parties may agree in writing to a separate enhanced cap for confidentiality, data-security, or indemnification obligations.

Customer will defend eServicePro and its affiliates and personnel from third-party claims arising from Customer Data, Customer’s unlawful use of the Services, or Customer’s violation of third-party rights, and will pay finally awarded damages, approved settlements, and reasonable defense costs. eServicePro will defend Customer from a third-party claim alleging that Customer’s authorized use of the paid Services infringes a U.S. patent, copyright, or trademark, and will pay finally awarded damages, approved settlements, and reasonable defense costs. eServicePro has no obligation for claims arising from Customer Data, Customer modifications, combinations not supplied or approved by eServicePro, continued use after notice of alleged infringement, or use outside the Agreement. If an infringement claim is likely, eServicePro may procure continued use, modify or replace the affected Service, or terminate the affected Service and refund prepaid fees for the unused terminated period. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and allow control of the defense and settlement, provided no settlement may admit fault by or impose non-monetary obligations on the indemnified party without consent.

This Agreement is governed by Delaware law, excluding conflict-of-law rules. The parties will first attempt in good faith for at least thirty (30) days to resolve a dispute after written notice. Except for small-claims matters where applicable and requests for temporary or preliminary injunctive relief relating to intellectual property, Confidential Information, or security credentials, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The Federal Arbitration Act governs the arbitration agreement. Arbitration will be conducted by one arbitrator remotely or, if an in-person hearing is required, in New Castle County, Delaware. Each party waives trial by jury and agrees to proceed only on an individual basis, not as a class, collective, consolidated, or representative action, to the extent permitted by law. If arbitration is unenforceable as to a claim, the state and federal courts located in Delaware will have exclusive jurisdiction over that claim, and each party consents to jurisdiction and venue there.

Each party is responsible for maintaining insurance appropriate to its business and legal obligations. Any specific insurance limits required of eServicePro must be stated in an enterprise Order or separate written agreement.

Neither party may assign this Agreement without the other party’s consent, except to an affiliate or in connection with a merger, reorganization, change of control, or sale of all or substantially all assets relating to this Agreement, provided the assignee is not a direct competitor of the non-assigning party and assumes the obligations. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. Notices may be delivered electronically where legally permitted. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder remains effective. Failure to enforce is not a waiver. The parties are independent contractors. No third party is a beneficiary. This Agreement, applicable Orders, the Terms of Service, any DPA, and any SLA constitute the agreement regarding the Services and supersede prior discussions on the same subject. An Order controls only for expressly conflicting commercial terms; a DPA controls for personal-data processing terms.

eServicePro Inc.
EIN: 84-4111255
8 The Green, Suite 7255
Dover, Delaware 19901, United States