TOTAL ASSOCIATION MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is entered into as of the Effective Date specified in the applicable Order Form, Subscription Agreement, Proposal, Electronic Acceptance, or Management Portal activation (collectively, the "Order Form"), by and between Total Association, LLC, a Florida limited liability company ("Total Association"), and the management company identified in the applicable Order Form ("Client").

Total Association and Client may each be referred to herein individually as a "Party" and collectively as the "Parties."

1. PURPOSE OF AGREEMENT

Total Association owns and operates a software and technology platform designed to assist property management companies and the associations they manage with accounting, communications, access control, visitor management, resident management, websites, mobile applications, artificial intelligence tools, security systems, workflow automation, collections, document management, and related services.

Client desires to utilize the Services offered by Total Association for the benefit of condominium associations, homeowner associations, cooperative associations, commercial associations, master associations, and other communities under Client's management.

The Parties enter into this Agreement to establish the terms and conditions governing Client's access to and use of the Services.

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Association" means any condominium association, homeowners association, cooperative association, master association, commercial association, residential community, property owners association, or other entity managed, operated, supervised, or serviced by Client.

"Authorized User" means any employee, contractor, manager, board member, resident, owner, tenant, vendor, visitor, agent, representative, or other person granted access to the Services by Client.

"Client Data" means information, records, documents, images, communications, financial information, resident information, owner information, vendor information, and other content uploaded to or maintained within the Services by or on behalf of Client.

"Hardware" means any physical equipment supplied, sold, leased, financed, licensed, installed, configured, or otherwise provided by Total Association, including but not limited to tablets, kiosks, intercoms, access control devices, readers, scanners, controllers, gate equipment, cameras, displays, networking equipment, servers, and related components.

"Management Portal" means the administrative portal provided by Total Association through which Client may create, activate, modify, deactivate, transfer, configure, or otherwise manage Associations, users, services, modules, subscriptions, and Hardware.

"Services" means all software, websites, mobile applications, cloud services, hosting services, communication services, access control services, artificial intelligence services, integrations, support services, consulting services, Hardware programs, and related products and services offered by Total Association.

"Subscription Fees" means all recurring monthly, quarterly, annual, usage-based, per-user, per-unit, per-property, per-association, per-module, Hardware-related, support-related, implementation-related, communication-related, artificial intelligence-related, and other charges payable by Client under this Agreement.

3. CLIENT IS THE SOLE CUSTOMER

The Parties expressly acknowledge and agree that Client is the sole customer of Total Association under this Agreement.

Associations managed by Client are not parties to this Agreement and shall not possess any rights, remedies, claims, causes of action, or contractual standing against Total Association arising from this Agreement or the Services.

Client acknowledges that Total Association is entering into this Agreement in reliance upon Client's agreement to assume full responsibility for all Associations utilizing the Services.

All payment obligations, contractual obligations, liabilities, duties, and responsibilities arising under this Agreement shall belong exclusively to Client regardless of whether an Association reimburses Client, disputes charges, changes management companies, elects a new board, enters receivership, becomes insolvent, files bankruptcy, ceases operations, or otherwise experiences a change in status.

No Association, board member, officer, director, owner, resident, tenant, vendor, contractor, employee, or other third party shall be deemed a third-party beneficiary of this Agreement.

4. AUTHORITY OF CLIENT

Client represents and warrants that it possesses full authority to enter into this Agreement and to utilize the Services on behalf of the Associations under its management.

Client shall be solely responsible for obtaining any approvals, resolutions, authorizations, consents, or permissions that Client determines necessary from any Association or governing body.

Total Association shall have no duty to verify the authority of Client with respect to any Association and shall be entitled to rely conclusively upon instructions received from Client.

Client acknowledges and agrees that Total Association shall not be responsible for disputes between Client and any Association regarding authorization, approval, expenditures, contracts, services, fees, Hardware deployments, software activations, or any other matter.

5. MANAGEMENT PORTAL AUTHORITY AND ELECTRONIC TRANSACTIONS

5.1 Management Portal

Total Association provides the Management Portal as an administrative platform through which Client may create, activate, deactivate, transfer, configure, modify, manage, and administer Associations, users, services, modules, subscriptions, Hardware deployments, communication services, artificial intelligence services, access control services, websites, mobile applications, and other features offered by Total Association.

Client acknowledges that the Management Portal is intended to serve as the primary method by which Client manages its relationship with Total Association.

5.2 Binding Effect of Portal Actions

Client agrees that any action performed through the Management Portal by Client or by any individual utilizing Client's login credentials shall constitute a valid and binding action of Client.

Without limitation, the following actions shall be deemed authorized actions of Client and shall be fully enforceable under this Agreement:

(a) creation of an Association;

(b) activation of Services for an Association;

(c) selection or modification of service plans;

(d) activation of modules or features;

(e) ordering, requesting, activating, deploying, or installing Hardware;

(f) creation of user accounts;

(g) modification of billing information;

(h) activation of communication services;

(i) activation of artificial intelligence services;

(j) activation of access control services;

(k) activation of websites or mobile applications;

(l) requests for support, implementation, migration, onboarding, consulting, training, or professional services; and

(m) any other transaction or action made available through the Management Portal.

Client expressly waives any requirement that Total Association obtain a separate written signature, purchase order, amendment, board resolution, approval letter, authorization form, or other documentation before relying upon such actions.

5.3 Electronic Records

Client agrees that electronic records maintained by Total Association shall constitute conclusive evidence of transactions conducted through the Management Portal.

Such records may include system logs, audit logs, login records, IP addresses, activity histories, user actions, service activations, billing records, order histories, support records, and configuration records.

Unless clearly proven otherwise by Client through competent evidence, such records shall be presumed accurate and complete.

5.4 Responsibility for Credentials

Client shall maintain the confidentiality and security of all usernames, passwords, authentication methods, and access credentials associated with the Management Portal.

Client shall be fully responsible for all activities conducted through its accounts regardless of whether such activities are performed by employees, managers, contractors, consultants, board members, vendors, or any other person possessing access to Client's credentials.

Total Association shall have no obligation to verify the authority of any individual utilizing Client's credentials.

Total Association shall maintain commercially reasonable administrative, technical, and security measures designed to protect system access, user credentials, and account integrity. Client acknowledges that authorized representatives of Total Association may access Client accounts, Association accounts, records, settings, configurations, credentials, and data as reasonably necessary to provide support, maintenance, implementation services, training, troubleshooting, upgrades, data conversion, security services, compliance services, billing services, and other Services under this Agreement. Total Association may reset passwords, modify credentials, create temporary access credentials, disable access, restore access, or otherwise manage account access as reasonably necessary to provide the Services, protect the Services, respond to support requests, or enforce this Agreement.

5.5 Addition of Associations

When Client creates or activates an Association through the Management Portal, such Association shall automatically become subject to this Agreement and all applicable pricing schedules, fees, service terms, Hardware terms, and subscription requirements then in effect.

No separate contract, amendment, addendum, signature, approval, or acceptance shall be required.

Client acknowledges that the addition of an Association constitutes a binding order for Services by Client.

5.6 Modification of Associations

Client may modify information relating to an Association through the Management Portal, including units, buildings, modules, services, users, and configurations.

Any modification resulting in increased Services, increased usage, additional modules, additional Hardware, additional communication services, additional artificial intelligence services, or increased support obligations may result in additional fees, which shall become immediately payable under this Agreement.

5.7 Deactivation of Associations

Client may deactivate an Association through the Management Portal; however, such deactivation shall not eliminate any outstanding financial obligations, minimum commitments, Hardware obligations, termination charges, accelerated payments, or other amounts due under this Agreement.

Client acknowledges that the deactivation of an Association does not constitute termination of this Agreement and does not release Client from any contractual obligation.

5.8 Association Transfers

If Client ceases managing an Association for any reason, including termination by the Association, expiration of a management agreement, election of a new board, sale of the property, receivership, bankruptcy, merger, consolidation, or any other event, Client shall remain liable for all obligations incurred prior to the effective transfer date.

Total Association shall have no obligation to transfer any Services, Hardware, data, configuration, website, mobile application, communication platform, access control system, or other component to a successor management company unless all outstanding amounts have been paid in full and all transfer requirements established by Total Association have been satisfied.

5.9 No Reliance on Association Approval

Client acknowledges that Total Association is relying exclusively upon Client's authority and instructions and shall not be required to obtain approval from any Association, board member, officer, director, owner, resident, committee, or other party before providing Services, deploying Hardware, activating features, or processing transactions requested through the Management Portal.

5.10 Authority of Client Personnel

Client acknowledges that property managers, regional managers, executive managers, owners, officers, administrators, accounting personnel, technology personnel, and other individuals granted access by Client are authorized agents of Client for purposes of this Agreement.

Client shall be bound by all actions performed by such individuals through the Management Portal regardless of whether such individual remains employed by Client, exceeds Client's internal authority limitations, violates Client policies, or is later terminated by Client.

Total Association shall have no obligation to investigate employment status, authority levels, internal approval procedures, or internal disputes among Client personnel.

 

6. SUBSCRIPTION TERMS, HARDWARE COMMITMENTS, AND ASSOCIATION TERMS

6.1 Subscription Structure

Total Association provides Services on a subscription basis.

Subscriptions may include software services, websites, mobile applications, communication services, artificial intelligence services, access control services, visitor management services, Hardware programs, implementation services, support services, training services, and other products or services offered by Total Association.

Fees may be based upon the number of Associations, units, users, modules, devices, transactions, communications, artificial intelligence usage, Hardware deployments, support levels, or any combination thereof.

Client agrees to pay all applicable fees associated with Services activated for any Association under its management.

6.2 Independent Association Terms

Each Association activated within the Services shall be treated as an independent subscription relationship for billing and commitment purposes.

The activation date of each Association shall establish the commencement date of that Association's applicable subscription term.

The commitment period applicable to one Association shall not affect the commitment period applicable to any other Association.

Accordingly, Associations activated at different times may have different commencement dates, expiration dates, renewal dates, and minimum commitment periods.

Client expressly agrees that obligations relating to each Association shall survive the deactivation, transfer, removal, or termination of any other Association.

6.3 Software-Only Services

Unless otherwise specified in an applicable Order Form, Pricing Schedule, proposal, or activation process, Associations utilizing only software-based Services and receiving no Hardware shall be provided on a month-to-month basis.

Total Association may offer optional minimum-term pricing, discounted pricing, promotional pricing, bundled pricing, or incentive-based pricing that includes a minimum commitment period.

Any such minimum commitment period shall be disclosed at the time the applicable Services are activated.

Under no circumstances shall a software-only Service be subject to a minimum commitment period exceeding twenty-four (24) months unless expressly accepted by Client through an Order Form, Pricing Schedule, proposal, electronic acceptance, or the Management Portal.

6.4 Hardware-Based Services

Whenever Hardware is provided, deployed, installed, activated, configured, financed, subsidized, discounted, leased, loaned, or otherwise supplied by Total Association for the benefit of an Association, a minimum commitment period shall automatically apply.

Unless otherwise specified in writing by Total Association, the minimum commitment period shall be sixty (60) months.

Client acknowledges that Hardware pricing is based upon Total Association's anticipated recovery of costs over the applicable commitment period.

Such costs may include Hardware acquisition costs, shipping costs, installation costs, labor costs, travel costs, project management costs, onboarding costs, software configuration costs, training costs, support costs, and administrative costs.

6.5 Commencement of Hardware Commitment

The Hardware commitment period shall begin upon the earliest of:

(a) shipment of Hardware;

(b) installation of Hardware;

(c) activation of Hardware;

(d) delivery of Hardware to Client or the Association;

(e) substantial completion of the applicable installation project; or

(f) activation of Services associated with the Hardware.

Total Association shall determine the commencement date in good faith based upon project records.

6.6 Separate Hardware Terms for Each Association

Each Association receiving Hardware shall receive its own independent commitment period.

By way of example only, if Client activates Association A on January 1, 2027 and Association B on July 1, 2028, each Association shall have its own independent sixty (60) month commitment period measured from its respective activation date.

The expiration, termination, or satisfaction of one commitment period shall not affect any other commitment period.

6.7 No Release Due to Loss of Management Contract

Client acknowledges that Total Association is extending pricing, Hardware, Services, and other benefits in reliance upon Client's agreement to remain financially responsible for the applicable commitment period.

Accordingly, Client's obligations shall not be reduced, suspended, terminated, discharged, excused, offset, or otherwise affected by:

(a) termination of a management agreement;

(b) expiration of a management agreement;

(c) resignation by Client;

(d) termination of Client by an Association;

(e) election of a new board;

(f) appointment of a receiver;

(g) bankruptcy of an Association;

(h) insolvency of an Association;

(i) sale or transfer of property;

(j) merger or consolidation involving an Association; or

(k) any other change in the relationship between Client and an Association.

Client expressly assumes the risk of losing management contracts during the commitment period.

6.8 Continuing Financial Responsibility

Client remains fully liable for all fees and obligations associated with any Association activated by Client during the applicable commitment period.

Such obligations shall survive the removal, deactivation, transfer, loss, sale, or termination of the Association.

Client shall not be entitled to cancel fees solely because it no longer manages the Association.

6.9 Hardware Recovery Alternative

At Total Association's sole option, rather than enforcing the remaining subscription payments, Total Association may require Client to pay the unrecovered value of Hardware, installation services, onboarding services, training services, project management services, and deployment services associated with the affected Association.

The determination of such amount shall be made by Total Association in a commercially reasonable manner based upon its books and records.

6.10 Renewal Terms

Upon expiration of the applicable minimum commitment period, subscriptions shall automatically renew on a month-to-month basis unless otherwise specified by Total Association.

Either Party may terminate a month-to-month subscription upon thirty (30) days prior written notice, provided that all outstanding balances have been paid in full and no other commitment period remains in effect.

6.11 No Offset or Withholding

Client shall not withhold, offset, reduce, delay, or suspend payment of any amount due under this Agreement based upon disputes with any Association, board member, owner, resident, vendor, contractor, successor management company, or any other third party.

Client's payment obligations are absolute, unconditional, irrevocable, and independent of any dispute involving an Association.

7. FEES, BILLING, PAYMENT OBLIGATIONS, AND COLLECTIONS

7.1 Fees

Client shall pay all Subscription Fees, implementation fees, onboarding fees, Hardware fees, installation fees, communication fees, artificial intelligence fees, support fees, consulting fees, project fees, training fees, transfer fees, and all other charges incurred under this Agreement.

Applicable fees shall be determined by the pricing schedules then in effect, the applicable Order Form, the Management Portal, or other pricing published by Total Association.

7.2 Responsibility for Payment

Client shall be solely and exclusively responsible for all amounts due under this Agreement.

Client acknowledges that Total Association has entered into this Agreement in reliance upon Client's creditworthiness and payment obligations and not upon the financial condition of any Association.

Accordingly, Client's payment obligations shall not depend upon whether Client receives payment from an Association, collects assessments, receives reimbursement, retains a management contract, or otherwise receives funds from any source.

Client remains liable for all amounts due regardless of any dispute involving an Association.

7.3 Association Billing Structure

Total Association may calculate fees based upon one or more of the following factors:

the number of Associations, the number of units, the number of users, the number of modules, communication volume, artificial intelligence usage, Hardware deployments, support requirements, implementation requirements, transaction volume, or any other measurable factor determined by Total Association.

Client acknowledges that additions, removals, modifications, activations, and deactivations performed through the Management Portal may result in automatic adjustments to billing.

7.4 Billing Changes

Client agrees that fees may increase automatically when Client:

activates additional modules, adds users, adds units, activates additional Associations, activates communication services, activates artificial intelligence services, activates Hardware, requests implementation services, requests support services beyond standard support, or otherwise increases the scope of Services.

Such additional fees shall become effective immediately upon activation unless otherwise specified by Total Association.

7.5 Invoicing

Invoices may be delivered electronically.

Client consents to the delivery of invoices, notices, billing statements, payment reminders, delinquency notices, and other communications by email, through the Management Portal, through the Services, or through any other electronic method utilized by Total Association.

Electronic delivery shall constitute valid delivery for all purposes.

7.6 Payment Due Date

Unless otherwise specified in writing, all invoices shall be due upon receipt.

Any invoice not paid within fifteen (15) days following its due date shall be considered delinquent.

7.7 Late Charges

Any delinquent amount shall accrue interest at the lesser of:

(a) one and one-half percent (1.5%) per month;

or

(b) the maximum rate permitted by applicable law.

Interest shall begin accruing immediately upon delinquency and shall continue until paid in full.

Insert immediately after Section 7.7.

7.8 Collection Administration Fee

If any invoice remains unpaid for more than fourteen (14) days following its due date, Client shall incur a Collection Administration Fee of Fifty Dollars ($50.00) per month.

The Collection Administration Fee shall continue to accrue monthly until all delinquent amounts have been paid in full.

The Parties acknowledge that such fee represents compensation for the additional administrative burden, monitoring, collection efforts, accounting activities, communication activities, and account management activities associated with delinquent accounts and is not intended as a penalty.

 

7.9 Disputed Charges

Client shall notify Total Association in writing of any disputed charge within fifteen (15) days after the invoice date.

Failure to provide timely written notice shall constitute acceptance of the invoice.

The existence of a billing dispute shall not permit Client to withhold payment of undisputed amounts.

7.10 No Setoff

Client shall not offset, reduce, withhold, deduct, recoup, or otherwise decrease any amount owed under this Agreement based upon:

claims against an Association, disputes with residents, disputes with board members, disputes with vendors, alleged software issues, alleged service interruptions, alleged losses, claims against Total Association, or any other matter.

All amounts shall be paid when due regardless of the existence of any dispute.

7.11 Annual Price Adjustments

Total Association may adjust pricing from time to time.

For subscriptions subject to a minimum commitment period, recurring fees may increase annually by the greater of:

five percent (5%) per year;

or

the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) published by the United States Department of Labor.

Such adjustments shall not constitute a modification of this Agreement and shall become effective upon notice to Client.

7.12 Taxes

Client shall be responsible for all taxes, assessments, duties, levies, governmental charges, and similar amounts arising from the Services, excluding taxes based upon Total Association's net income.

If Total Association is required to collect or remit any tax on Client's behalf, such amount shall be added to Client's invoice and shall be payable by Client.

7.13 Collection Costs

Client shall reimburse Total Association for all costs incurred in collecting unpaid amounts.

Such costs may include attorney's fees, collection agency fees, court costs, arbitration fees, mediation fees, expert witness fees, investigation costs, filing fees, administrative costs, and all other expenses reasonably incurred in connection with collection efforts.

7.14 Suspension for Nonpayment

If any amount remains unpaid for more than thirty (30) days after its due date, Total Association may, in addition to any other remedy available under this Agreement or applicable law:

suspend Services, restrict access to the Services, suspend support services, suspend communication services, suspend artificial intelligence services, suspend access control services, suspend websites, suspend mobile applications, suspend integrations, or suspend any other portion of the Services.

Client acknowledges that such suspension may affect the operation of Associations and expressly assumes all risks associated with such suspension.

If any amount remains unpaid for sixty (60) days following its due date, such nonpayment shall constitute a material breach of this Agreement without further notice.

7.15 Acceleration of Amounts Due

Upon the occurrence of any material breach by Client, any insolvency event involving Client, any assignment for the benefit of creditors, any bankruptcy filing by or against Client, or any default under this Agreement, Total Association may declare all outstanding amounts immediately due and payable.

7.16 Automatic Payment Authorization

If Client elects to provide a credit card, ACH authorization, bank account information, or other payment method, Client authorizes Total Association to automatically charge all amounts due under this Agreement.

Client shall maintain valid payment information at all times during the Term.

Failure to maintain a valid payment method shall constitute a material breach of this Agreement.

7.17 Survival of Payment Obligations

All payment obligations arising prior to termination or expiration of this Agreement shall survive termination until fully satisfied.

Termination of this Agreement shall not eliminate any outstanding balance, commitment obligation, Hardware obligation, accelerated payment obligation, collection cost obligation, or other amount owed to Total Association.

8. HARDWARE PROGRAM, OWNERSHIP, INSTALLATION, AND RISK OF LOSS

8.1 Hardware Program

As part of certain Services, Total Association may provide Hardware for the benefit of Client and the Associations managed by Client.

Such Hardware may include, without limitation, tablets, kiosks, access control systems, gate systems, intercom systems, cameras, scanners, readers, controllers, networking equipment, displays, servers, computers, mobile devices, electronic locks, sensors, communication devices, and other equipment deemed necessary by Total Association.

The provision of Hardware shall not alter the relationship established by this Agreement. Client shall remain solely responsible for all obligations relating to Hardware provided for any Association.

8.2 Ownership of Hardware

Unless expressly stated otherwise in a written document signed by Total Association, all Hardware provided under this Agreement shall remain the sole and exclusive property of Total Association.

No ownership interest in any Hardware shall transfer to Client, any Association, any board member, any resident, any owner, or any other person solely as a result of installation, possession, use, payment of subscription fees, or expiration of a commitment period.

If Total Association elects to transfer ownership of specific Hardware, such transfer must be evidenced by a written document expressly stating that ownership has transferred.

No verbal statement, invoice, proposal, email, or course of conduct shall be interpreted as transferring ownership.

8.3 Hardware Located at Association Property

Client acknowledges that Hardware may be installed on property owned, controlled, or occupied by an Association.

Regardless of the location of such Hardware, Client agrees that Hardware installed for the benefit of an Association remains subject to the terms of this Agreement.

Client shall ensure that Total Association retains reasonable access to Hardware during the Term and thereafter as necessary to recover, inspect, repair, replace, disable, upgrade, remove, or service such Hardware.

8.4 Installation Authorization

Client represents and warrants that it possesses all authority necessary to authorize the installation of Hardware at properties managed by Client.

Total Association shall have no obligation to verify ownership, authority, board approval, membership approval, architectural approval, landlord approval, or any other authorization before proceeding with installation at Client's request.

Client shall be solely responsible for obtaining any approvals required by an Association or other third party.

8.5 Risk of Loss

Upon delivery, shipment, installation, or placement of Hardware, whichever occurs first, the risk of loss shall transfer to Client.

Client shall be responsible for all loss, theft, vandalism, destruction, damage, misuse, abuse, unauthorized modification, environmental damage, power-related damage, water damage, storm damage, fire damage, or other harm affecting Hardware.

Client's responsibility shall continue regardless of whether the Hardware is physically located at Client's office, an Association property, a gatehouse, a clubhouse, a security office, a maintenance facility, a common area, or any other location.

8.6 Damage and Replacement

If Hardware is lost, stolen, destroyed, damaged, modified, tampered with, or rendered inoperable for any reason other than ordinary wear and tear, Client shall reimburse Total Association for the cost of repair or replacement.

Total Association shall determine the appropriate repair or replacement solution in its reasonable discretion.

Replacement Hardware may be new, refurbished, upgraded, or substituted equipment of comparable functionality.

8.7 Unauthorized Modifications

Neither Client nor any Association shall alter, relocate, repair, open, modify, reverse engineer, disassemble, tamper with, or permit any third party to alter, relocate, repair, open, modify, reverse engineer, disassemble, or tamper with Hardware without the prior written consent of Total Association.

Any unauthorized modification shall constitute a material breach of this Agreement.

Client shall be responsible for all resulting damages, repair costs, replacement costs, service interruptions, and associated expenses.

8.8 Remote Management Rights

Client acknowledges that certain Hardware may contain remote management, monitoring, diagnostic, security, licensing, communication, access control, or administrative capabilities.

Client expressly authorizes Total Association to remotely access, monitor, update, configure, maintain, diagnose, secure, disable, suspend, or otherwise manage such Hardware during the Term.

Such activities may be performed without additional notice when reasonably necessary for maintenance, security, compliance, troubleshooting, upgrades, or enforcement of this Agreement.

8.9 Remote Disablement Rights

If Client fails to comply with this Agreement, including any failure to make timely payment, Total Association may remotely disable, suspend, restrict, limit, deactivate, or otherwise prevent operation of Hardware and related Services.

Client acknowledges that such action may affect access control systems, visitor management systems, gate systems, communication systems, websites, mobile applications, integrations, and other Services.

Client expressly assumes all risks arising from such actions and agrees that Total Association shall not be liable for any resulting losses, disruptions, delays, operational impacts, or damages.

8.10 Removal of Hardware

Upon termination of Services, expiration of a Hardware program, default by Client, or any other event giving rise to Total Association's right to recover Hardware, Total Association may enter the applicable property at reasonable times and remove Hardware.

Client shall cooperate fully with such removal and shall obtain any permissions necessary to permit access.

If Total Association is denied access to Hardware, Client shall remain liable for the full replacement value of such Hardware together with all collection costs, legal fees, recovery expenses, and related damages.

8.11 Hardware Not Considered Fixtures

To the maximum extent permitted by law, Hardware provided by Total Association shall be deemed personal property and not a permanent fixture of any real property.

Client shall not assert, and shall ensure that no Association asserts, that ownership of Hardware has transferred merely because Hardware is attached to a building, gate, wall, structure, utility system, network, or other improvement.

8.12 No Responsibility for Third-Party Infrastructure

Total Association shall not be responsible for failures caused by electrical systems, internet providers, telephone providers, cellular providers, gate operators, door operators, locks, building wiring, network equipment, third-party software, cloud providers, utility failures, weather events, vandalism, or other infrastructure not directly controlled by Total Association.

Client acknowledges that Hardware performance may depend upon such third-party systems and services.

8.13 Survival of Hardware Obligations

All obligations relating to Hardware, including payment obligations, replacement obligations, recovery obligations, ownership rights, access rights, indemnification obligations, and collection rights, shall survive termination of this Agreement until fully satisfied.

9. DATA OWNERSHIP, DATA ACCESS, DATA EXPORT, AND ASSOCIATION TRANSFERS

9.1 Ownership of Client Data

As between Total Association and Client, Client shall retain ownership of Client Data entered into the Services by Client or by Authorized Users acting on behalf of Client.

Client Data may include resident records, owner records, tenant records, accounting records, financial records, invoices, payments, documents, communications, images, maintenance records, violation records, visitor records, package records, vehicle records, and similar operational information generated in connection with the management of an Association.

Client represents and warrants that it possesses all rights necessary to upload, store, process, maintain, transmit, and utilize Client Data through the Services.

9.2 Ownership of the Platform

Notwithstanding anything contained herein to the contrary, Total Association shall retain sole and exclusive ownership of the Services and all related intellectual property.

Without limitation, Total Association shall own all software, source code, object code, database structures, schemas, workflows, interfaces, screen designs, application programming interfaces (APIs), artificial intelligence configurations, prompts, algorithms, processes, methodologies, documentation, inventions, improvements, enhancements, derivative works, trade secrets, and proprietary technology associated with the Services.

No ownership rights in the Services are transferred to Client under this Agreement.

9.3 Operational Data and System Data

Total Association shall own all system-generated operational data, diagnostic information, performance information, analytics, audit logs, usage metrics, monitoring information, system records, security records, service records, error logs, and similar information generated by the operation of the Services.

Total Association may utilize such information for support, maintenance, security, analytics, product improvement, reporting, development, legal compliance, and other lawful business purposes.

9.4 Data Access During the Term

During the Term, Client shall have access to Client Data through the Services, subject to the terms of this Agreement.

Total Association may establish reasonable security procedures, authentication requirements, access controls, rate limits, and technical restrictions designed to protect the Services and Client Data.

9.5 No Direct Relationship with Associations

Client acknowledges that Total Association's contractual relationship exists solely with Client.

Accordingly, Total Association shall have no obligation to provide Client Data, records, reports, exports, credentials, access rights, documents, or other information directly to any Association, board member, resident, owner, committee member, successor management company, attorney, receiver, or other third party unless authorized by Client or required by applicable law.

Total Association may rely upon instructions received from Client without investigating disputes between Client and an Association.

9.6 Data Export Requests

Client may request export of Client Data in formats supported by Total Association.

Total Association may charge its then-current fees for data export, migration assistance, custom reports, custom formatting, custom programming, consultation services, project management services, or technical support associated with such requests.

Total Association shall have no obligation to create custom software, custom exports, custom integrations, custom reports, or custom conversion tools in connection with any export request.

9.7 Association Transfers

If an Association ceases to be managed by Client and transitions to another management company, Total Association shall have no obligation to transfer any data, configuration, website, mobile application, access control system, communication system, visitor system, package system, accounting data, documents, or records until:

(a) all amounts owed to Total Association have been paid in full;

(b) all applicable transfer fees have been paid;

(c) all applicable export fees have been paid;

(d) all Hardware obligations have been satisfied; and

(e) all requirements established by Total Association for such transfer have been completed.

9.8 Successor Management Companies

Total Association shall not be required to provide Services to a successor management company.

Any successor management company may be required to enter into a new agreement with Total Association and may be subject to new pricing, new service terms, new implementation requirements, new Hardware requirements, and other conditions established by Total Association.

9.9 Retention of Data Following Termination

Following termination of Services, Total Association may retain Client Data for such period as Total Association determines appropriate for operational, legal, compliance, backup, disaster recovery, archival, security, auditing, or business purposes.

Total Association shall have no obligation to maintain Client Data indefinitely.

Client is responsible for requesting and obtaining any desired export prior to expiration of any applicable retention period.

9.10 Deletion of Data

After expiration of any applicable retention period, Total Association may permanently delete Client Data without further notice.

Client acknowledges that deleted data may not be recoverable.

Total Association shall not be liable for any loss arising from the deletion of data following expiration of the applicable retention period.

9.11 Compliance with Legal Process

Total Association may disclose Client Data in response to subpoenas, court orders, governmental requests, regulatory requirements, law enforcement requests, or other legal processes that Total Association reasonably believes to be valid.

To the extent permitted by law, Total Association may provide notice of such requests to Client.

Client shall reimburse Total Association for all reasonable costs incurred in responding to legal process relating to Client, an Association, or Client Data.

9.12 No Responsibility for Data Accuracy

Client acknowledges that Total Association does not independently verify the accuracy, completeness, legality, ownership, authenticity, or reliability of Client Data.

Client shall remain solely responsible for all Client Data maintained within the Services.

9.13 Survival

The provisions of this Section shall survive termination of this Agreement and shall remain enforceable for so long as Total Association possesses, stores, maintains, processes, archives, or otherwise retains Client Data or any related records.

10. IMPLEMENTATION, ONBOARDING, TRAINING, DATA CONVERSION, AND PROFESSIONAL SERVICES

10.1 Implementation Services

Total Association may provide implementation, onboarding, configuration, setup, installation, deployment, migration, consulting, project management, training, and other professional services in connection with the Services.

Unless expressly stated otherwise in a written agreement executed by Total Association, implementation services shall be performed on a commercially reasonable efforts basis and shall not constitute a guarantee of any specific outcome, completion date, milestone, operational result, or business objective.

10.2 Client Cooperation

Client acknowledges that successful implementation of the Services requires timely cooperation from Client and, where applicable, from the Associations managed by Client.

Client shall timely provide information, records, documents, credentials, approvals, personnel access, technical information, system access, network access, physical access, and other assistance reasonably requested by Total Association.

Any delay, interruption, or failure by Client to provide such cooperation may result in implementation delays, additional costs, modified schedules, or suspension of implementation activities.

Total Association shall not be responsible for delays resulting from Client's failure to cooperate.

10.3 Project Timelines

Any implementation schedules, target dates, estimated completion dates, milestone dates, deployment schedules, installation schedules, conversion schedules, or training schedules provided by Total Association are estimates only.

Unless expressly guaranteed in a written agreement signed by Total Association, no implementation date shall constitute a contractual commitment.

Client acknowledges that project schedules may be affected by factors beyond the reasonable control of Total Association, including third-party vendors, telecommunications providers, internet providers, Hardware availability, Association approvals, board actions, construction schedules, weather conditions, permitting requirements, staffing limitations, and Client delays.

10.4 Data Conversion Services

If Total Association agrees to perform data conversion, data migration, data import, system conversion, record conversion, accounting conversion, document migration, resident migration, owner migration, vendor migration, or similar services, such services shall be performed using information provided by Client.

Client acknowledges that source data may be incomplete, inaccurate, inconsistent, corrupted, duplicated, improperly formatted, unavailable, or otherwise unsuitable for conversion.

Accordingly, Total Association does not guarantee that all data will be successfully converted, imported, migrated, reconciled, balanced, matched, or validated.

10.5 Client Review and Verification

Client shall be solely responsible for reviewing and verifying all converted, migrated, imported, configured, generated, or processed information.

Client shall promptly review all records, balances, accounting information, resident information, owner information, vendor information, documents, reports, settings, permissions, and configurations prior to placing the Services into production use.

Use of the Services following implementation shall constitute acceptance of the implementation and conversion work performed.

10.6 Third-Party Software and Data Sources

Total Association may rely upon information received from third-party software providers, accounting systems, banks, payment processors, access control systems, telecommunications providers, websites, databases, spreadsheets, documents, or other sources.

Total Association shall not be responsible for errors, omissions, inconsistencies, formatting issues, missing information, corrupted records, inaccurate records, or conversion issues arising from such third-party sources.

10.7 Training Services

Total Association may provide training services through live sessions, recorded sessions, written materials, videos, webinars, documentation, online resources, in-person training, or other methods selected by Total Association.

Client shall be responsible for ensuring that its employees, contractors, managers, board members, and Authorized Users attend training and become familiar with the operation of the Services.

Total Association shall not be responsible for errors, omissions, operational issues, compliance issues, accounting issues, communication issues, or other problems resulting from a user's failure to utilize available training resources.

10.8 Additional Services

Any services requested by Client that fall outside the scope of standard implementation, onboarding, support, or subscription services may be billed separately.

Such services may include custom programming, custom reports, custom integrations, custom workflows, data repair, data cleanup, data analysis, project consulting, specialized training, on-site visits, after-hours work, emergency services, legal support requests, accounting assistance, migration assistance, or other professional services.

Unless otherwise agreed in writing, such services shall be billed at Total Association's then-current rates.

10.9 Change Requests

Client may request modifications to implementation projects, Hardware deployments, configurations, integrations, customizations, timelines, deliverables, or project scope.

Total Association may accept or reject any change request in its sole discretion.

Approved change requests may result in additional fees, modified schedules, revised project plans, revised completion dates, or additional obligations.

10.10 Acceptance of Services

Implementation services, training services, onboarding services, migration services, conversion services, installation services, and professional services shall be deemed accepted upon the earliest of:

(a) Client's written acceptance;

(b) productive use of the applicable Service;

(c) activation of the applicable Association within the Services;

(d) completion of the applicable work by Total Association; or

(e) thirty (30) days following completion of the applicable work without written notice of a material deficiency.

Upon acceptance, the applicable services shall be deemed fully performed.

10.11 No Guarantee of Business Results

Client acknowledges that the Services are tools designed to assist Client in the management of Associations.

Total Association does not guarantee increased efficiency, reduced labor costs, reduced delinquencies, improved collections, increased revenue, reduced expenses, improved compliance, improved resident satisfaction, improved security, improved operational performance, or any other business outcome.

Any examples, demonstrations, marketing materials, presentations, projections, estimates, testimonials, or statements regarding potential benefits are illustrative only and shall not create any warranty or guarantee.

10.12 Professional Services Not Professional Advice

Total Association is not acting as an attorney, accountant, auditor, engineer, architect, security consultant, election monitor, licensed property manager, debt collector, financial advisor, compliance consultant, or fiduciary.

Any guidance, suggestions, recommendations, configurations, settings, reports, communications, workflows, templates, or other assistance provided by Total Association shall be considered informational only.

Client shall remain solely responsible for all decisions made in connection with its business operations and the management of Associations.

10.13 Survival

The provisions of this Section shall survive completion of any implementation project and shall continue to apply to all professional services performed by Total Association under this Agreement.

11. SUPPORT, MAINTENANCE, UPDATES, SYSTEM CHANGES, AND SERVICE AVAILABILITY

11.1 Support Services

During the Term, Total Association shall provide support services for the Services in accordance with its then-current support policies.

Support may be provided through email, telephone, remote access, ticketing systems, online portals, artificial intelligence tools, knowledge bases, video resources, documentation, or any other method selected by Total Association.

Total Association may modify its support procedures, support channels, support hours, support levels, and support offerings from time to time.

11.2 Authorized Support Contacts

Total Association may require support requests to be submitted by designated representatives of Client.

Client shall be responsible for ensuring that support requests are submitted through approved channels and by authorized personnel.

Total Association shall have no obligation to provide support to residents, owners, tenants, visitors, vendors, board members, or other third parties unless expressly agreed in writing.

11.3 Maintenance Activities

Total Association may perform scheduled maintenance, emergency maintenance, security maintenance, upgrades, repairs, replacements, migrations, infrastructure changes, database maintenance, network maintenance, and other activities reasonably necessary for the operation of the Services.

Such activities may temporarily affect the availability or functionality of the Services.

Whenever reasonably practical, Total Association may provide advance notice of scheduled maintenance; however, Total Association shall have no obligation to provide advance notice of emergency maintenance or security-related maintenance.

11.4 Updates and Enhancements

Total Association continuously develops, modifies, improves, and enhances the Services.

Accordingly, Total Association may release updates, upgrades, patches, fixes, improvements, redesigns, enhancements, modifications, replacements, or new versions of the Services at any time.

Client acknowledges that such changes are a normal part of the Services and are intended to improve security, functionality, performance, usability, compliance, scalability, reliability, and overall operation.

11.5 System Changes

Total Association reserves the right to modify the appearance, design, layout, navigation, workflow, functionality, features, menus, reports, screens, modules, integrations, artificial intelligence tools, communication tools, mobile applications, websites, access control systems, and other components of the Services.

Client acknowledges that software platforms evolve over time and that changes may occur without the need for Client's consent.

Such modifications shall not constitute a breach of this Agreement.

11.6 New Features and Retired Features

Total Association may introduce new features, modules, products, integrations, artificial intelligence tools, services, and capabilities from time to time.

Likewise, Total Association may discontinue, replace, retire, modify, or cease supporting specific features, modules, integrations, products, or services when deemed appropriate by Total Association.

Unless expressly stated otherwise in a written agreement, Client is purchasing access to the Services generally and not to any specific feature or functionality.

11.7 Third-Party Integrations

Certain Services may rely upon or integrate with third-party products, services, software, hardware, communication providers, cloud providers, payment processors, telecommunications providers, access control providers, artificial intelligence providers, government databases, financial institutions, or other third parties.

Total Association may add, modify, replace, suspend, or discontinue such integrations at any time.

Total Association shall not be responsible for the performance, availability, pricing, security, functionality, actions, omissions, policies, or business decisions of any third party.

11.8 Service Availability

Total Association shall use commercially reasonable efforts to make the Services available to Client.

However, Client acknowledges that uninterrupted availability cannot be guaranteed.

The Services may occasionally experience interruptions, delays, maintenance periods, upgrades, internet connectivity issues, third-party outages, telecommunications failures, cloud provider issues, power failures, security incidents, or other operational events that affect availability.

Such events shall not constitute a breach of this Agreement.

11.9 Emergency Actions

If Total Association reasonably determines that an emergency condition exists that could affect the security, integrity, availability, operation, legal compliance, or stability of the Services, Total Association may take any action reasonably deemed necessary to protect the Services.

Such actions may include temporary suspension of accounts, restriction of functionality, disabling of integrations, implementation of security measures, suspension of communication services, suspension of access control functionality, deployment of emergency updates, or other corrective measures.

11.10 Client Cooperation

Client shall cooperate with reasonable requests relating to updates, upgrades, migrations, security measures, configuration changes, hardware replacements, software updates, password policies, authentication requirements, and other maintenance activities.

Failure to cooperate may affect the operation of the Services and may limit Total Association's ability to provide support.

11.11 Legacy Features

Total Association shall have no obligation to maintain legacy versions of software, obsolete features, retired modules, deprecated integrations, outdated workflows, or discontinued services.

Client acknowledges that maintaining a modern and secure platform may require the retirement of older technologies and functionalities.

11.12 No Guaranteed Response Times

Unless expressly stated in a separate written service level agreement executed by Total Association, support response times, resolution times, implementation times, maintenance schedules, and service restoration times are targets only and shall not constitute contractual guarantees.

11.13 Service Improvements

Client acknowledges that feedback, suggestions, recommendations, requests, comments, bug reports, enhancement requests, and ideas provided by Client may be utilized by Total Association in connection with the improvement and development of the Services without compensation or restriction.

11.14 Survival

The provisions of this Section shall survive termination of this Agreement to the extent necessary to enforce rights relating to maintenance activities, updates, system changes, support obligations, and previously provided Services.

12. ARTIFICIAL INTELLIGENCE SERVICES, AUTOMATION, AND COMMUNICATIONS

12.1 Artificial Intelligence Services

The Services may include artificial intelligence, machine learning, automation, workflow assistance, content generation, document generation, communication generation, voice services, analysis tools, recommendation tools, data processing tools, and similar technologies (collectively, the "AI Services").

AI Services may be provided directly by Total Association or through third-party providers selected by Total Association.

Total Association may add, modify, replace, suspend, enhance, or discontinue AI Services at any time.

12.2 Authorized Uses

AI Services may be utilized in connection with accounting functions, communication functions, collections activities, resident communications, letter generation, email generation, SMS generation, document creation, call center functions, access control functions, reporting, data analysis, workflow automation, maintenance operations, administrative activities, customer service activities, and other purposes supported by the Services.

Client shall be solely responsible for determining whether and how to utilize AI Services.

12.3 Human Responsibility

Client acknowledges that AI Services are intended to assist users and not replace human judgment.

Client shall remain solely responsible for all decisions, approvals, actions, communications, accounting entries, notices, reports, collection activities, access control decisions, operational decisions, and management decisions relating to the use of the Services.

The use of AI Services shall not transfer any responsibility from Client to Total Association.

12.4 AI Generated Content

The Services may generate emails, letters, text messages, reports, notices, collection communications, summaries, recommendations, analyses, call scripts, responses, and other content.

Client acknowledges that such content is generated automatically and should be reviewed before use whenever appropriate.

Client shall be solely responsible for determining whether any generated content is suitable for its intended purpose.

12.5 Automated Communications

Client authorizes Total Association to transmit communications generated, approved, scheduled, triggered, or configured by Client through the Services.

Such communications may include emails, SMS messages, automated telephone calls, voice messages, resident notifications, owner notifications, collection notices, reminders, alerts, announcements, and other communications.

Client shall be solely responsible for the content, recipients, timing, legality, and authorization of such communications.

12.6 AI Call Center Services

The Services may include automated voice communications, call center services, collections services, customer service functions, resident assistance services, visitor management services, gate services, appointment scheduling services, and similar voice-based technologies.

Client shall be solely responsible for ensuring compliance with all applicable laws governing telephone communications, recordings, notifications, disclosures, consent requirements, collection activities, consumer protection requirements, privacy laws, and telecommunications regulations.

Total Association shall be entitled to rely upon Client's instructions regarding the operation of such services.

12.7 Communications Compliance

Client represents and warrants that it possesses all permissions, consents, authorizations, legal rights, and lawful bases necessary to communicate with recipients utilizing the Services.

Client shall be solely responsible for compliance with all applicable federal, state, local, and international laws relating to communications, privacy, consumer protection, collections, electronic messaging, recorded calls, and related activities.

12.8 Usage Charges

Certain AI Services, communication services, telephone services, SMS services, email services, processing services, voice services, or automation services may be subject to additional fees.

Client agrees to pay all applicable charges associated with the use of such Services.

Such charges may be based upon usage, transactions, communications volume, processing volume, call duration, message count, data consumption, AI processing requirements, or other measurable activity.

12.9 Third-Party Providers

AI Services may rely upon third-party providers, telecommunications carriers, cloud providers, artificial intelligence providers, SMS providers, email providers, voice providers, and related service providers.

Total Association shall not be responsible for service interruptions, delays, pricing changes, availability issues, policy changes, or operational decisions made by such providers.

12.10 Service Improvements

Client acknowledges that AI Services are continuously evolving.

Accordingly, outputs, functionality, workflows, recommendations, capabilities, interfaces, response styles, and performance characteristics may change over time.

Such changes shall not constitute a reduction in Services or a breach of this Agreement.

12.11 Ownership of AI Technologies

All AI workflows, prompts, prompt libraries, automation processes, decision trees, communication templates, system instructions, algorithms, configurations, and related technologies developed or utilized by Total Association shall remain the exclusive property of Total Association.

Nothing in this Agreement shall grant Client any ownership interest in such technologies.

12.12 Survival

The provisions of this Section shall survive termination of this Agreement to the extent necessary to enforce payment obligations, intellectual property rights, confidentiality obligations, and compliance obligations arising from the use of AI Services.

13. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

13.1 Confidential Information

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either Party to the other, whether in written, electronic, visual, oral, or any other form.

Confidential Information shall include, without limitation, software, source code, object code, workflows, processes, designs, documentation, specifications, business plans, pricing information, financial information, customer information, technical information, trade secrets, proprietary methods, product roadmaps, security procedures, implementation methods, artificial intelligence technologies, communication technologies, automation technologies, databases, interfaces, algorithms, inventions, and other proprietary information.

Confidential Information shall also include any information that a reasonable person would understand to be confidential under the circumstances.

13.2 Protection of Confidential Information

Each Party shall use the same degree of care to protect the Confidential Information of the other Party as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Neither Party shall disclose Confidential Information to any third party except as necessary to perform its obligations under this Agreement or as otherwise permitted herein.

Each Party shall take reasonable steps to prevent unauthorized access, use, disclosure, copying, or distribution of Confidential Information.

13.3 Permitted Disclosures

A Party may disclose Confidential Information to its employees, contractors, consultants, attorneys, accountants, auditors, lenders, investors, insurers, and professional advisors who have a legitimate need to know such information and who are bound by confidentiality obligations no less protective than those contained herein.

13.4 Exceptions

The obligations contained in this Section shall not apply to information that:

(a) becomes publicly available through no fault of the receiving Party;

(b) was lawfully known by the receiving Party prior to disclosure;

(c) is independently developed without use of the disclosing Party's Confidential Information; or

(d) is lawfully obtained from a third party without restriction on disclosure.

13.5 Required Disclosure

If a Party is required by law, court order, subpoena, governmental request, or regulatory requirement to disclose Confidential Information, such Party may make the required disclosure provided that, to the extent legally permitted, it gives reasonable notice to the other Party.

13.6 Ownership of the Services

Client acknowledges and agrees that Total Association owns and shall retain all right, title, and interest in and to the Services and all intellectual property associated therewith.

Without limitation, Total Association shall own all software, source code, object code, databases, database structures, application programming interfaces, mobile applications, websites, workflows, designs, interfaces, reports, communication systems, automation systems, artificial intelligence systems, algorithms, business methods, documentation, templates, forms, graphics, inventions, improvements, derivative works, and proprietary technologies developed, utilized, or provided in connection with the Services.

13.7 Ownership of Enhancements and Improvements

Any enhancement, modification, customization, improvement, feature, module, workflow, integration, automation, report, process, invention, development, or derivative work relating to the Services shall be the exclusive property of Total Association regardless of whether such item was requested, suggested, funded, discussed, reviewed, tested, or utilized by Client.

To the extent any ownership interest could arise in favor of Client, Client hereby irrevocably assigns such ownership interest to Total Association.

13.8 Feedback

Client may provide comments, recommendations, suggestions, enhancement requests, ideas, proposals, observations, corrections, feature requests, or other feedback relating to the Services.

Client agrees that Total Association may utilize such feedback without restriction and without compensation to Client.

All rights relating to any resulting improvements shall belong exclusively to Total Association.

13.9 Restrictions on Use

Except as expressly authorized by this Agreement, Client shall not, and shall not permit any third party to:

copy, reproduce, modify, reverse engineer, decompile, disassemble, translate, create derivative works from, scrape, harvest, mirror, duplicate, republish, license, sublicense, lease, rent, sell, distribute, transfer, exploit, or otherwise use any portion of the Services.

Client shall not attempt to access source code, proprietary workflows, artificial intelligence prompts, system instructions, automation logic, security procedures, algorithms, databases, internal interfaces, or non-public components of the Services.

13.10 Competitive Use Prohibited

Client shall not use the Services, documentation, workflows, reports, processes, designs, automation systems, artificial intelligence systems, communication systems, or other proprietary information of Total Association for the purpose of developing, improving, marketing, operating, funding, acquiring, or assisting any product or service that competes with Total Association.

13.11 Removal of Proprietary Notices

Client shall not remove, alter, obscure, modify, or destroy any copyright notice, trademark notice, proprietary marking, ownership notice, license notice, confidentiality notice, or similar designation appearing within the Services or on any Hardware.

13.12 Injunctive Relief

Client acknowledges that unauthorized disclosure or misuse of Total Association's Confidential Information or intellectual property may cause irreparable harm for which monetary damages alone would be inadequate.

Accordingly, Total Association shall be entitled to seek injunctive relief, specific performance, temporary restraining orders, preliminary injunctions, permanent injunctions, and other equitable remedies without the necessity of posting bond or proving actual damages.

Such remedies shall be in addition to any other remedies available under law or equity.

13.13 Survival

The obligations contained in this Section shall survive termination of this Agreement indefinitely with respect to trade secrets and for a period of five (5) years with respect to other Confidential Information, unless a longer period is required by applicable law.

14. TERM, RENEWAL, TERMINATION, DEFAULT, AND EARLY TERMINATION CHARGES

14.1 Term of Agreement

This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with its terms.

The termination of an individual Association subscription shall not automatically terminate this Agreement with respect to other Associations or Services.

14.2 Initial Subscription Terms

The applicable subscription term for each Association shall be determined based upon the Services activated for that Association.

Associations utilizing only month-to-month Services shall remain active until terminated in accordance with this Agreement.

Associations receiving Hardware, implementation services, installation services, subsidized services, discounted services, promotional services, or other benefits designated by Total Association as requiring a commitment period shall be subject to the applicable minimum term established by Total Association.

14.3 Independent Association Terms

Each Association activated by Client shall have its own independent subscription term.

The commencement, expiration, renewal, termination, transfer, suspension, or deactivation of one Association shall not affect the term applicable to any other Association.

Client acknowledges that multiple commitment periods may exist simultaneously under this Agreement.

14.4 Automatic Renewal

Upon expiration of any minimum commitment period, the applicable Services shall automatically renew on a month-to-month basis unless otherwise specified by Total Association.

Either Party may terminate a month-to-month subscription upon thirty (30) days prior written notice.

No termination shall become effective until all outstanding obligations have been satisfied.

14.5 Client Termination

Client may terminate Services only in accordance with this Agreement.

Any termination by Client prior to the expiration of an applicable commitment period shall constitute an Early Termination.

Client acknowledges that Early Termination causes substantial damages to Total Association that are difficult to calculate with precision.

14.6 Early Termination Charges

If Client terminates any Association, Service, Hardware program, or commitment-based subscription before expiration of the applicable commitment period, Client shall immediately pay an Early Termination Charge.

The Early Termination Charge shall be the greater of:

(a) all recurring fees that would have become due during the remainder of the commitment period; or

(b) the unrecovered value of Hardware, implementation services, installation services, deployment services, training services, onboarding services, project management services, data conversion services, discounts, promotional credits, incentives, and other benefits provided by Total Association.

The Parties acknowledge that this provision represents a reasonable estimate of damages and is not intended as a penalty.

14.7 Loss of Management Contract

Client acknowledges that the loss of an Association management contract shall not relieve Client of any obligation under this Agreement.

Accordingly, Client shall remain liable for all fees and commitments associated with an Association regardless of whether:

the Association terminates Client, elects a new board, appoints a receiver, changes management companies, files bankruptcy, becomes insolvent, merges with another entity, sells property, or otherwise ceases to be managed by Client.

Client expressly assumes such risks as part of its business operations.

14.8 Removal of Associations

If Client removes an Association from the Services during an active commitment period, such removal shall be treated as an Early Termination unless otherwise approved in writing by Total Association.

14.9 Transfer to Successor Management Company

Total Association may, in its sole discretion, permit a successor management company to assume responsibility for Services associated with an Association.

Any such assumption shall require written approval by Total Association.

Until such assumption is fully completed and accepted by Total Association in writing, Client shall remain fully liable for all obligations arising under this Agreement.

Total Association shall have no obligation to approve any transfer.

14.10 Default by Client

Each of the following shall constitute a default under this Agreement:

(a) failure to make timely payment;

(b) material breach of any provision of this Agreement;

(c) provision of false or misleading information;

(d) unauthorized use of the Services;

(e) unauthorized modification of Hardware;

(f) violation of intellectual property rights;

(g) violation of confidentiality obligations;

(h) insolvency, receivership, assignment for the benefit of creditors, dissolution, liquidation, or bankruptcy involving Client; or

(i) any action that materially impairs Total Association's rights under this Agreement.

Failure to return Hardware when required under this Agreement shall constitute a default under this Agreement.

14.11 Remedies Upon Default

Upon the occurrence of a default, Total Association may exercise any rights available under this Agreement, applicable law, or equity.

Without limitation, Total Association may:

suspend Services, disable Hardware, restrict access, terminate subscriptions, accelerate outstanding amounts, recover Hardware, pursue collection activities, commence legal proceedings, seek injunctive relief, pursue arbitration, or exercise any other available remedy.

The exercise of one remedy shall not limit the availability of any other remedy.

14.13 Acceleration of Obligations

Upon default by Client, Total Association may declare immediately due and payable:

all outstanding invoices, all accrued charges, all unpaid fees, all Early Termination Charges, all Hardware-related obligations, all implementation-related obligations, and all other amounts payable under this Agreement.

14.12 Hardware Recovery Following Default

Upon the occurrence of a default, Total Association may demand the return of any Hardware owned by Total Association.

Client shall return all such Hardware within thirty (30) days following written demand.

All Hardware shall be returned at Client's expense, in good working order, ordinary wear and tear excepted, together with all components, accessories, power supplies, mounting equipment, cables, licenses, and other items originally provided.

If any Hardware is not returned within thirty (30) days following demand, Client shall immediately pay the replacement value of such Hardware as determined by Total Association in a commercially reasonable manner.

Replacement value shall include hardware acquisition costs, shipping costs, licensing costs, programming costs, configuration costs, installation costs, deployment costs, and related administrative expenses.

If returned Hardware is damaged beyond ordinary wear and tear, altered, modified, missing components, missing accessories, or otherwise unsuitable for redeployment, Client shall reimburse Total Association for all repair, refurbishment, replacement, testing, recertification, reconfiguration, disposal, and related costs.

 

14.14 Termination by Total Association

Total Association may terminate this Agreement immediately upon written notice if Client commits a material breach and fails to cure such breach within fifteen (15) days after written notice.

Total Association may also terminate immediately in the event of fraud, illegal activity, unauthorized use of the Services, violation of intellectual property rights, or conduct that materially threatens the security, stability, operation, or reputation of the Services.

14.15 Effect of Termination

Termination shall not eliminate obligations that accrued prior to termination.

All unpaid amounts shall remain immediately due and payable.

Termination shall not affect provisions relating to payment obligations, confidentiality, intellectual property, indemnification, dispute resolution, attorney's fees, limitation of liability, Hardware ownership, data rights, or any other provision intended to survive termination.

14.16 No Refunds

Except as expressly provided in a written agreement signed by Total Association, all fees paid under this Agreement shall be non-refundable.

The termination, suspension, reduction, deactivation, transfer, or non-use of Services shall not entitle Client to any refund, credit, offset, or reimbursement.

14.17 Survival

The provisions of this Section shall survive termination or expiration of this Agreement and shall remain enforceable until all obligations have been fully satisfied.

15. RISK ALLOCATION, WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNIFICATION

15.1 Allocation of Risk

The Parties acknowledge that the fees charged under this Agreement are based upon the allocation of risks set forth herein.

The Parties further acknowledge that Total Association would not enter into this Agreement or provide the Services at the agreed pricing without the limitations, exclusions, disclaimers, and risk allocations contained in this Agreement.

Accordingly, the provisions of this Section are an essential basis of the bargain between the Parties.

15.2 Limited Warranty

Total Association warrants that it possesses the authority necessary to enter into this Agreement and to provide the Services described herein.

Total Association further warrants that it will perform Services in a professional and commercially reasonable manner consistent with generally accepted industry practices.

Except as expressly stated in this Agreement, no other warranties are provided.

15.3 Software and Service Disclaimer

Client acknowledges that the Services consist of complex software, communication systems, cloud services, Hardware, integrations, artificial intelligence technologies, and third-party services that may occasionally experience interruptions, delays, defects, inaccuracies, or operational issues.

Except as expressly stated in this Agreement, the Services are provided on an "AS IS" and "AS AVAILABLE" basis, and Total Association disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

15.4 Client Responsibilities

Client acknowledges that it remains solely responsible for the management and operation of its business and the Associations under its management.

Without limitation, Client shall remain solely responsible for accounting decisions, financial reporting, collection activities, legal compliance, election administration, resident communications, access control decisions, vendor management, board governance matters, and all operational decisions relating to the management of Associations.

The Services are intended to assist Client and shall not replace Client's independent judgment and oversight.

15.5 Exclusion of Certain Damages

To the fullest extent permitted by law, Total Association shall not be liable for any indirect, incidental, consequential, special, exemplary, enhanced, or punitive damages arising out of or relating to this Agreement or the Services.

Without limitation, Total Association shall not be liable for loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, loss of anticipated savings, business interruption, loss of use, loss of data, reputational harm, regulatory penalties, or similar damages, regardless of the legal theory asserted and regardless of whether such damages were foreseeable.

15.6 Liability Cap

To the fullest extent permitted by law, the total cumulative liability of Total Association arising out of or relating to this Agreement, the Services, the Hardware, any Association, or any transaction contemplated herein shall not exceed the total amount of Subscription Fees actually paid by Client to Total Association during the twelve (12) months immediately preceding the event giving rise to the claim.

If the event giving rise to the claim occurs during the first twelve (12) months of the relationship between the Parties, Total Association's total cumulative liability shall not exceed the total amount actually paid by Client prior to the occurrence of the event.

15.7 Exclusive Remedy

Except as otherwise expressly provided herein, the remedies set forth in this Agreement shall constitute the exclusive remedies available to the Parties.

Client agrees that correction, repair, replacement, re-performance, or other commercially reasonable remedial actions undertaken by Total Association shall satisfy any obligation arising from a claim relating to the Services.

15.8 Client Indemnification

Client shall defend, indemnify, and hold harmless Total Association and its members, managers, officers, employees, contractors, affiliates, successors, and assigns from and against any claims, demands, actions, proceedings, investigations, liabilities, losses, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorney's fees, arising out of or relating to:

(a) Client's use of the Services;

(b) the activities of any Association managed by Client;

(c) the acts or omissions of any Authorized User;

(d) communications transmitted through the Services;

(e) collection activities conducted by or on behalf of Client;

(f) access control decisions, visitor management decisions, or security-related decisions made by Client;

(g) accounting records, financial reports, elections, governance matters, or operational decisions of Client or any Association;

(h) Client Data;

(i) violations of law by Client, any Association, or any Authorized User; or

(j) any dispute between Client and an Association, board member, owner, resident, tenant, vendor, contractor, employee, governmental authority, or other third party.

15.9 Defense of Claims

Total Association may assume control of the defense of any claim subject to indemnification.

Client shall cooperate fully in connection with such defense and shall promptly reimburse all costs and expenses incurred by Total Association.

No settlement that imposes liability, restrictions, obligations, admissions, or injunctive relief upon Total Association may be entered into without Total Association's prior written consent.

15.10 Mitigation and Cooperation

Each Party shall use commercially reasonable efforts to mitigate damages arising from any claim, dispute, incident, or event covered by this Agreement.

The Parties shall cooperate in good faith in connection with the investigation and resolution of any such matter.

15.11 Essential Terms

The Parties acknowledge and agree that the limitations of liability, disclaimers, exclusions of damages, indemnification obligations, and risk allocation provisions contained in this Section are material terms of this Agreement and shall survive termination, expiration, suspension, deactivation, transfer, or completion of the Services.

15.12 Survival

The provisions of this Section shall survive indefinitely following termination of this Agreement with respect to claims arising from events occurring during the Term.

16. DISPUTE RESOLUTION, ARBITRATION, GOVERNING LAW, AND ATTORNEY'S FEES

16.1 Good Faith Resolution

The Parties agree to use reasonable good faith efforts to resolve any dispute, claim, controversy, disagreement, or alleged breach arising out of or relating to this Agreement before commencing formal legal proceedings.

Either Party may provide written notice describing the dispute and requesting negotiations.

Representatives of the Parties possessing authority to resolve the dispute shall meet and confer in good faith in an effort to resolve the matter.

16.2 Mandatory Mediation

If a dispute is not resolved through informal negotiations, the Parties shall participate in non-binding mediation before commencing arbitration or litigation, except where immediate injunctive relief is sought.

The mediation shall occur in Broward County, Florida, unless otherwise agreed by the Parties.

The Parties shall share mediation costs equally.

16.3 Binding Arbitration

Except as otherwise provided herein, any dispute, claim, controversy, action, or proceeding arising out of or relating to this Agreement, the Services, the Hardware, any Association, any Order Form, any invoice, any payment obligation, or any relationship between the Parties shall be resolved exclusively through binding arbitration.

The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its commercial arbitration rules then in effect.

The arbitration shall be conducted before a single arbitrator experienced in commercial contract matters and technology-related disputes.

The arbitration shall take place in Broward County, Florida.

The arbitrator shall have authority to award any remedy available under applicable law or this Agreement, except that the arbitrator shall have no authority to modify the terms of this Agreement.

The decision of the arbitrator shall be final and binding upon the Parties and may be entered as a judgment in any court possessing jurisdiction.

16.4 Exceptions to Arbitration

Notwithstanding any provision of this Agreement to the contrary, Total Association may seek temporary restraining orders, preliminary injunctions, permanent injunctions, equitable relief, repossession of Hardware, enforcement of intellectual property rights, enforcement of confidentiality obligations, collection of undisputed amounts, or other emergency relief in any court of competent jurisdiction.

The commencement of such proceedings shall not constitute a waiver of the arbitration provisions contained herein.

16.5 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.6 Class Action Waiver

The Parties agree that all disputes shall be resolved solely on an individual basis.

Neither Party shall participate in, initiate, join, maintain, support, or pursue any class action, collective action, representative action, consolidated action, mass action, private attorney general action, or similar proceeding relating to this Agreement.

The arbitrator shall have no authority to hear or adjudicate any claim on a class, collective, representative, consolidated, or mass-action basis.

16.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

16.8 Exclusive Venue for Court Proceedings

For any matter permitted to be brought before a court pursuant to this Agreement, including injunctive relief, enforcement proceedings, collection actions, repossession actions, or confirmation of arbitration awards, the Parties irrevocably agree that the exclusive venue shall be located in Broward County, Florida.

Each Party waives any objection based upon jurisdiction, venue, forum non conveniens, inconvenience, or similar doctrine.

16.9 Recovery of Attorney's Fees

In any dispute, arbitration, mediation, collection action, enforcement action, injunction proceeding, appeal, bankruptcy proceeding, or other legal proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover all reasonable attorney's fees, expert witness fees, consultant fees, arbitration fees, mediation fees, court costs, collection costs, investigation costs, discovery costs, transcript costs, travel expenses, and other expenses incurred in connection with such proceeding.

Such recovery shall include fees and costs incurred before suit, during litigation, during arbitration, during appeal, during collection efforts, and during bankruptcy proceedings.

16.10 Collection Proceedings

Client acknowledges that failure to pay amounts due under this Agreement may result in collection proceedings.

In any collection proceeding, invoices, account statements, electronic records, Management Portal records, audit logs, usage records, activation records, payment records, and other business records maintained by Total Association shall be admissible as evidence and shall be presumed accurate unless proven otherwise by clear and convincing evidence.

16.11 Time Limitation on Claims

No claim, action, arbitration demand, lawsuit, or proceeding arising out of or relating to this Agreement may be commenced more than one (1) year after the event giving rise to the claim first occurred or reasonably should have been discovered.

Any claim not commenced within such period shall be permanently barred.

This limitation shall not apply to collection actions, payment obligations, intellectual property claims, confidentiality claims, indemnification claims, or claims for equitable relief.

16.12 Survival

The provisions of this Section shall survive termination, expiration, suspension, deactivation, transfer, or completion of this Agreement and shall remain fully enforceable with respect to any dispute arising from events occurring during the Term.

17. GENERAL PROVISIONS

17.1 Independent Contractor Relationship

The Parties are independent contractors.

Nothing contained in this Agreement shall be construed to create any partnership, joint venture, agency relationship, fiduciary relationship, employment relationship, franchise relationship, or other legal relationship between the Parties other than that of independent contracting parties.

Neither Party shall have authority to bind the other Party or incur obligations on behalf of the other Party unless expressly authorized in writing.

17.2 No Fiduciary Relationship

Client acknowledges that Total Association is a technology provider and not a property manager, accountant, attorney, auditor, election monitor, security company, debt collector, financial advisor, consultant, fiduciary, or agent of Client or any Association.

No fiduciary duty shall arise under this Agreement.

17.3 Force Majeure

Total Association shall not be liable for any delay, interruption, failure, reduction in performance, inability to perform, or other consequence resulting from events beyond its reasonable control.

Such events may include acts of God, hurricanes, floods, storms, fires, epidemics, pandemics, labor disputes, strikes, civil unrest, terrorism, war, governmental actions, utility failures, internet outages, telecommunications failures, cloud service interruptions, cyberattacks, denial-of-service attacks, vendor failures, supply chain disruptions, transportation interruptions, shortages of labor or materials, or other similar events.

The occurrence of a Force Majeure event shall not relieve Client of its payment obligations under this Agreement.

17.4 Notices

Any notice required or permitted under this Agreement shall be deemed properly given when delivered personally, sent by nationally recognized overnight courier, sent by certified mail, return receipt requested, transmitted by electronic mail, or delivered through the Management Portal.

Notices sent electronically shall be deemed received upon transmission.

Client shall be responsible for maintaining current contact information within the Management Portal.

17.5 Assignment by Total Association

Total Association may assign, transfer, delegate, pledge, sell, merge, consolidate, reorganize, or otherwise transfer this Agreement, any rights under this Agreement, or any obligations under this Agreement without the consent of Client.

Any successor entity shall be entitled to enforce this Agreement.

17.6 Assignment by Client

Client may not assign, transfer, delegate, sublicense, pledge, sell, merge, consolidate, reorganize, or otherwise transfer this Agreement or any rights or obligations hereunder without the prior written consent of Total Association.

Any attempted assignment in violation of this Section shall be void.

17.7 Electronic Signatures

The Parties agree that electronic signatures, electronic acceptances, click-through acceptances, portal acceptances, electronic acknowledgments, digital signatures, and similar forms of electronic consent shall have the same force and effect as original handwritten signatures.

Client further acknowledges that activation of Services, creation of Associations, activation of modules, ordering of Hardware, payment of invoices, use of the Services, or actions performed through the Management Portal may constitute acceptance of this Agreement.

17.8 Entire Agreement

This Agreement, together with all Order Forms, pricing schedules, Hardware schedules, service schedules, policies, exhibits, and amendments incorporated herein, constitutes the complete and exclusive agreement between the Parties.

This Agreement supersedes all prior discussions, negotiations, proposals, understandings, communications, marketing materials, presentations, representations, and agreements relating to its subject matter.

17.9 Amendments

Total Association may modify this Agreement from time to time.

Any modification shall become effective upon notice to Client through the Management Portal, electronic mail, publication within the Services, or other reasonable means of notice.

Client's continued use of the Services following the effective date of a modification shall constitute acceptance of the modified Agreement.

Notwithstanding the foregoing, any modification materially increasing fees during an active commitment period shall be governed by the pricing provisions of this Agreement.

17.10 Waiver

No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement shall constitute a waiver thereof.

Any waiver must be in writing and signed by the Party granting the waiver.

A waiver of any breach shall not constitute a waiver of any subsequent breach.

17.11 Severability

If any provision of this Agreement is determined to be invalid, illegal, unenforceable, or contrary to applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable.

If modification is not possible, such provision shall be severed from this Agreement.

The remaining provisions shall remain in full force and effect.

17.12 Cumulative Remedies

All rights and remedies provided under this Agreement shall be cumulative and not exclusive.

The exercise of any right or remedy shall not prevent the exercise of any other right or remedy available under this Agreement, at law, or in equity.

17.13 Relationship with Order Forms

In the event of a conflict between this Agreement and an Order Form executed by both Parties, the Order Form shall control solely with respect to the specific subject matter addressed therein.

All other provisions of this Agreement shall remain fully applicable.

17.14 Publicity

Unless otherwise agreed in writing, Total Association may identify Client as a customer of Total Association in marketing materials, presentations, proposals, websites, case studies, customer lists, demonstrations, and other promotional materials.

Total Association may use Client's name, logo, and publicly available information for such purposes.

17.15 Audit Rights

Total Association may audit Client's use of the Services upon reasonable notice to verify compliance with this Agreement, including verification of Associations, units, users, modules, Hardware deployments, communication usage, AI usage, and billing factors.

If an audit reveals underpayment, Client shall promptly pay all amounts due together with any applicable interest.

17.16 Survival

Any provision which by its nature should survive termination shall survive termination of this Agreement, including without limitation provisions relating to payment obligations, Hardware obligations, confidentiality, intellectual property, dispute resolution, attorney's fees, indemnification, limitation of liability, data rights, collection rights, and all accrued obligations.

17.17 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

17.18 Headings

Section titles and headings are included solely for convenience and shall not affect the interpretation of this Agreement.

17.19 Interpretation

This Agreement shall be interpreted fairly and not strictly for or against either Party by reason of authorship.

The words "including," "include," and similar terms shall be deemed to mean "including without limitation."

17.20 Binding Effect

This Agreement shall be binding upon use of the system and will inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, representatives, affiliates, and legal successors.

 

18. ASSOCIATION SCHEDULE, PORTAL ACTIVATED SERVICES, AND CORPORATE RESPONSIBILITY

18.1 Association Schedule

Client acknowledges that the Associations utilizing the Services may change from time to time during the Term.

Accordingly, the Parties agree that the official list of Associations utilizing the Services (the "Association Schedule") shall be maintained electronically by Total Association through the Management Portal and related business records.

The Association Schedule may be updated automatically as Associations are added, activated, modified, transferred, suspended, deactivated, or removed.

The electronic Association Schedule maintained by Total Association shall constitute the official record of Associations covered by this Agreement.

18.2 Automatic Inclusion of Associations

Each Association created, activated, imported, migrated, onboarded, configured, or otherwise added to the Services by Client through the Management Portal shall automatically become subject to this Agreement.

No additional signature, amendment, purchase order, board approval, authorization letter, written acceptance, or separate contract shall be required.

The addition of an Association shall constitute a binding request by Client for Services under this Agreement.

18.3 Authority of Portal Users

Client acknowledges that users designated by Client may possess authority to create Associations, activate Services, order Hardware, activate modules, enable features, modify configurations, increase service levels, request implementation services, request communication services, activate artificial intelligence services, activate access control services, and perform other actions through the Management Portal.

Client agrees that any such action shall be deemed an authorized act of Client and shall be legally binding upon Client.

18.4 Automatic Billing Activation

Whenever an Association is activated within the Services, all applicable fees shall automatically become effective.

Such fees may include subscription fees, Hardware fees, implementation fees, communication fees, artificial intelligence fees, support fees, onboarding fees, training fees, installation fees, and other charges associated with the activated Services.

Client acknowledges that billing may begin automatically upon activation of Services.

18.5 Automatic Hardware Commitments

Whenever Hardware is ordered, activated, deployed, installed, configured, delivered, shipped, or otherwise provided for an Association through the Management Portal, the applicable Hardware commitment period shall automatically become effective.

Client acknowledges that no separate agreement shall be required to establish such commitment period.

The activation of Hardware shall constitute acceptance of all Hardware-related obligations under this Agreement.

18.6 Accuracy of Association Information

Client shall be responsible for maintaining accurate information relating to all Associations utilizing the Services.

Client shall promptly update changes relating to unit counts, management status, contact information, authorized users, billing information, and other information affecting the Services.

Total Association shall be entitled to rely upon information maintained within the Management Portal.

18.7 Corporate Responsibility

Client acknowledges that it is entering into this Agreement as a professional property management company engaged in the business of managing Associations for compensation.

Client further acknowledges that the retention, loss, acquisition, transfer, expansion, reduction, or termination of management contracts is a normal business risk associated with Client's operations.

Accordingly, Client expressly assumes all risks associated with obtaining, retaining, servicing, and losing management contracts.

The loss of an Association, loss of a management contract, termination by a board, election of a new board, appointment of a receiver, sale of property, merger, consolidation, bankruptcy, insolvency, dissolution, or any other change affecting an Association shall not relieve Client of any obligation arising under this Agreement.

18.8 No Reliance on Future Management Relationships

Client acknowledges that Total Association is extending Services, pricing, implementation services, onboarding services, training services, support services, Hardware, and other benefits in reliance upon Client's promise to remain financially responsible under this Agreement regardless of future changes in Client's management relationships.

Client therefore agrees that obligations incurred under this Agreement shall remain enforceable notwithstanding any future loss or transfer of an Association.

18.9 Binding Effect of Association Activations

Each Association activated through the Management Portal shall be deemed incorporated into this Agreement as though specifically listed herein.

All provisions of this Agreement shall apply to such Association immediately upon activation.

The Association Schedule maintained by Total Association shall constitute conclusive evidence of Associations covered by this Agreement unless clearly proven otherwise by Client.

18.10 Survival

The provisions of this Section shall survive termination of this Agreement and shall remain enforceable with respect to all Associations activated during the Term.

 

 

EXHIBIT D

SUPPORT POLICY AND SERVICE LEVELS

1. SUPPORT SERVICES

During the Term, Total Association shall provide support services for the Services in accordance with this Exhibit and any support policies published by Total Association from time to time.

Support services are intended to assist Client in the use of the Services and to address reported operational issues.

For Associations that have maintained active Services with Total Association for at least twenty-four (24) consecutive months, Total Association shall provide up to ten (10) hours of transition assistance at no additional charge after all outstanding amounts have been paid and all transfer requirements have been satisfied.

2. SUPPORT CHANNELS

Support may be provided through one or more of the following methods:

• Email

• Telephone

• Ticketing System

• Management Portal

• Remote Access Sessions

• Artificial Intelligence Support Tools

• Knowledge Base Resources

• Video Resources

• Documentation

• Other methods designated by Total Association

Total Association may add, modify, or discontinue support channels at any time.

3. AUTHORIZED CONTACTS

Support requests should be submitted by Client's designated representatives.

Total Association may require support requests to originate from authorized personnel identified by Client.

Support services are provided to Client and not directly to residents, owners, tenants, guests, or other third parties unless expressly approved by Total Association.

4. PRIORITY LEVELS

Support requests may be classified according to severity.

Priority 1 – Critical Service Interruption

A condition substantially affecting the operation of the Services for multiple users or multiple Associations.

Priority 2 – Major Operational Issue

A condition materially affecting important functionality but not preventing overall operation.

Priority 3 – Standard Support Request

General assistance, questions, configuration requests, training requests, or isolated issues.

Priority 4 – Enhancement Request

Feature requests, improvement suggestions, customization requests, workflow requests, and similar items.

5. RESPONSE TARGETS

Total Association may establish target response times for support requests.

Response targets are operational goals only and shall not constitute contractual guarantees.

Failure to meet a response target shall not constitute breach of this Agreement.

6. CLIENT RESPONSIBILITIES

Client shall provide reasonable information necessary to investigate support requests, including:

• Description of the issue

• Screenshots

• Error messages

• User information

• Dates and times

• Reproduction steps

• Other relevant information

Failure to provide requested information may delay support services.

7. EXCLUDED SERVICES

Unless otherwise agreed in writing, support services do not include:

• Data entry

• Accounting services

• Legal advice

• Board consulting

• Election administration

• Data cleanup

• Data correction

• Custom programming

• Custom integrations

• On-site services

• Hardware relocation

• Third-party vendor support

• Training beyond standard onboarding

• Services outside normal business operations

8. AFTER-HOURS SERVICES

Support provided outside normal business hours may be subject to additional fees.

Emergency support, holiday support, weekend support, and after-hours support may be billed at Total Association's then-current rates.

9. ONSITE SERVICES

If onsite services are requested by Client, Total Association may charge for:

• Travel time

• Mileage

• Airfare

• Lodging

• Meals

• Labor

• Equipment

• Shipping

• Project Management

and other associated costs.

10. NO GUARANTEED UPTIME

Unless expressly stated in a separate written agreement signed by Total Association, no minimum uptime percentage is guaranteed.

Client acknowledges that interruptions may occur as part of normal software operations, maintenance activities, internet connectivity issues, cloud provider outages, third-party service interruptions, security activities, and other operational events.

11. POLICY CHANGES

Total Association may modify this Exhibit from time to time upon notice to Client.

Such modifications shall not constitute an amendment to the Agreement.

 

 

EXHIBIT E

DATA EXPORT, TRANSITION ASSISTANCE, AND SUCCESSOR MANAGEMENT COMPANY TRANSFERS

1. PURPOSE

This Exhibit governs the export of Client Data, transition assistance, transfer of information, transfer of services, and requests involving successor management companies, Associations, boards of directors, receivers, attorneys, and other third parties.

2. NO AUTOMATIC TRANSFER OBLIGATION

Total Association shall have no obligation to transfer any data, records, documents, configurations, websites, mobile applications, communication systems, access control systems, visitor systems, package systems, accounting records, resident records, owner records, vendor records, credentials, or other information upon request.

Any transfer shall be subject to the terms of this Exhibit and the Agreement.

3. CONDITIONS PRECEDENT TO ANY TRANSFER

Total Association shall not be required to provide any transfer services unless all of the following conditions have been satisfied:

(a) all invoices have been paid in full;

(b) all Hardware obligations have been satisfied;

(c) all Early Termination Charges have been paid;

(d) all transfer fees have been paid;

(e) all export fees have been paid;

(f) all outstanding contractual obligations have been satisfied; and

(g) Total Association has received written instructions from Client or other legally authorized party.

4. TRANSFER REQUESTS

Transfer requests shall be submitted in writing.

Total Association may require verification of authority before processing any request.

Total Association shall be entitled to rely upon documentation, corporate records, management agreements, board resolutions, court orders, receivership orders, or other documentation deemed reasonably satisfactory by Total Association.

5. NO RESPONSIBILITY FOR DISPUTES

Total Association shall not be responsible for resolving disputes involving:

• Associations

• Boards of Directors

• Management Companies

• Successor Management Companies

• Owners

• Residents

• Attorneys

• Receivers

• Governmental Agencies

• Vendors

or any other third party.

If conflicting instructions are received, Total Association may suspend transfer activities until the dispute is resolved through agreement, court order, arbitration award, or other documentation acceptable to Total Association.

6. EXPORT FORMATS

Data exports shall be provided in formats determined by Total Association.

Such formats may include:

• CSV

• Excel

• PDF

• Images

• Documents

• Database extracts

• Standardized reports

or other commercially reasonable formats.

Total Association shall have no obligation to provide data in a format requested by Client if such format is not reasonably available.

7. NO CUSTOM CONVERSION REQUIREMENTS

Total Association shall not be required to create custom conversion programs, custom integrations, custom software, custom reports, custom databases, custom interfaces, or custom migration tools in connection with any transfer request.

Any such services may be provided solely at Total Association's discretion and at Client's expense.

8. TRANSITION ASSISTANCE

Upon request and subject to availability, Total Association may provide transition assistance services.

Such services may include:

• Data exports

• Data review

• Technical consultations

• Meetings

• Training

• Successor onboarding assistance

• Configuration review

• Project management

• Transfer coordination

All such services shall be billed at Total Association's then-current rates.

9. SUCCESSOR MANAGEMENT COMPANIES

A successor management company shall not acquire any rights under the Agreement solely because it assumes management of an Association.

Total Association may require a successor management company to execute a new agreement and satisfy all onboarding, implementation, pricing, Hardware, and operational requirements then in effect.

Total Association shall have no obligation to continue providing Services to a successor management company.

10. WEBSITES, MOBILE APPLICATIONS, AND CONFIGURATIONS

Unless expressly agreed in writing by Total Association, websites, mobile applications, workflows, configurations, automation systems, AI systems, communication systems, access control configurations, integrations, reports, templates, and customizations developed by Total Association shall remain part of the Services and shall not be transferred.

Client shall receive only Client Data and not ownership of the underlying systems.

11. HARDWARE TRANSFERS

Hardware transfers shall be governed exclusively by the Hardware provisions of the Agreement.

Nothing contained in this Exhibit shall obligate Total Association to transfer ownership of Hardware.

12. TIMING OF TRANSFERS

Total Association shall perform transfer services within a commercially reasonable time after satisfaction of all applicable requirements.

Total Association shall not be responsible for delays caused by disputes, incomplete information, unpaid amounts, third-party actions, technical limitations, force majeure events, or circumstances beyond its reasonable control.

13. DATA RETENTION FOLLOWING TRANSFER

Following completion of a transfer, Total Association may retain copies of transferred data for backup, compliance, legal, security, auditing, archival, disaster recovery, and operational purposes.

14. FEES

Transfer services, export services, migration services, consultation services, project management services, technical services, and transition assistance services shall be billed at Total Association's then-current rates.

Such fees shall be payable prior to commencement of transfer activities unless otherwise agreed by Total Association.

15. NO LIABILITY FOR TRANSFER RESULTS

Total Association shall not be responsible for errors, omissions, incompatibilities, formatting issues, conversion issues, import issues, reconciliation issues, or operational issues arising after data has been exported or transferred.

Responsibility for imported data shall transfer upon delivery of the export.

16. SURVIVAL

The provisions of this Exhibit shall survive termination of the Agreement and shall remain enforceable with respect to any transfer, export, migration, transition, or successor management company activity.

 

 

EXHIBIT F

AI SERVICES, COMMUNICATION SERVICES, USAGE LIMITS, AND OVERAGE CHARGES

1. PURPOSE

This Exhibit governs the use of artificial intelligence services, communication services, voice services, SMS services, email services, call center services, intercom services, gate services, and other usage-based services offered by Total Association.

The fees set forth herein are in addition to any Subscription Fees, Hardware Fees, implementation fees, support fees, or other charges payable under the Agreement.

2. AI SERVICES

AI Services may include:

• Clara AI

• AI Accounting Assistance

• AI Bill Processing

• AI Communication Generation

• AI Collections Services

• AI Call Center Services

• AI Reporting Services

• AI Analysis Services

• AI Workflow Automation

• AI Voice Services

• Future AI Products

AI Services may be billed based upon transactions, usage, processing volume, communications volume, calls, messages, tokens, requests, or other measurable activity.

Total Association reserves the right to establish, modify, or replace billing methods as technology evolves.

3. EMAIL SERVICES

The Services may include email communications sent on behalf of Associations.

Each Association may receive a monthly allocation of email communications as specified in the applicable Pricing Schedule.

Unused email allocations shall not carry forward.

Additional email usage beyond the included allocation may be billed at Total Association's then-current rates.

4. SMS SERVICES

The Services may include SMS and text messaging functionality.

Each Association may receive a monthly allocation of SMS messages as specified in the applicable Pricing Schedule.

Unused SMS allocations shall not carry forward.

Additional SMS usage shall be billed at the rates established by Total Association from time to time.

SMS charges may vary based upon destination country, carrier requirements, message length, regulatory fees, registration fees, campaign fees, verification fees, and other third-party costs.

5. VOICE SERVICES

Voice services may include:

• AI Call Center

• Automated Calls

• Resident Notifications

• Collections Calls

• Gate Communications

• Intercom Communications

• Voice Broadcasting

• Call Routing

• Future Voice Services

Voice services may be billed based upon minutes, calls, connections, recordings, transcriptions, AI processing, carrier charges, or other measurable activity.

6. INCLUDED DOOR COMMUNICATION ALLOWANCE

For Associations utilizing Digital Intercom, Gate Systems, Access Control Systems, Visitor Management Systems, or Door Communication Services, each activated door, gate, entrance, access point, or communication point shall include a monthly communication allowance.

Unless otherwise specified in the applicable Pricing Schedule:

Each Door shall include:

• 500 telephone minutes per month

• 1,000 SMS messages per month

• 5,000 email messages per month

The monthly allowance applies collectively to all activity generated through that Door.

Unused allowances shall not carry forward.

7. OVERAGE CHARGES

Usage exceeding the included monthly allowance shall be billed as follows unless otherwise specified in the applicable Pricing Schedule:

Additional Voice Minutes:
$0.05 per minute

Additional SMS Messages:
$0.05 per message

Additional Email Messages:
$0.002 per message

These rates may be modified by Total Association upon notice to Client.

8. AI CALL CENTER CHARGES

AI Call Center Services may be billed separately.

Unless otherwise specified in the applicable Pricing Schedule:

Outbound AI Calls:
Per minute of connected call time

Inbound AI Calls:
Per minute of connected call time

AI Processing:
Per minute of AI interaction time

Transcription Services:
Per minute of transcription

Premium Features:
At then-current rates

9. COMMUNICATION LIMITATIONS

Total Association may establish limits relating to:

• Calls

• Minutes

• Messages

• Emails

• AI Requests

• AI Processing

• Storage

• Recordings

• Transcriptions

• Bandwidth

• Concurrent Connections

• Communication Campaigns

• Rate Limits

• Abuse Prevention

Such limits may be modified from time to time.

10. CARRIER AND THIRD-PARTY CHARGES

Client acknowledges that communication services may rely upon third-party providers.

If carrier fees, regulatory fees, telecommunications charges, AI provider fees, cloud provider fees, registration fees, or similar costs increase, Total Association may pass such increases through to Client.

11. SUSPENSION FOR EXCESSIVE USAGE

Total Association may temporarily suspend, restrict, throttle, limit, or delay communication services if usage exceeds reasonable operational limits or if unusual activity is detected.

Such actions may be taken to protect the Services, prevent abuse, maintain stability, comply with regulations, or control excessive costs.

12. FUTURE SERVICES

New AI products, communication services, messaging services, voice services, call center services, and automation services introduced by Total Association shall automatically become subject to this Exhibit unless otherwise specified.

13. SURVIVAL

The provisions of this Exhibit shall survive termination of the Agreement with respect to unpaid usage charges, billing disputes, audits, collections, and related obligations.