Terms of Use
(Updated December 24, 2025)
This Standard Service Agreement governs the the provision of the Service and Services (the “Services”) described in The Leasing Masters Service Order or other ordering document (the “Service Agreement”, ”Agreement”, “Proposal”, “Contract” or “Amendment”) to be provided by (The Leasing Masters LLC herein referred to as “The Leasing Masters”, “TLM”, “Company”, “Us”, “We”, “Our”) to its customer (the “Client”, “You”, “ Your”).
1. DEFINITIONS
1.1 “Agreement” means this Master Services Agreement, including all incorporated Order Forms, Statements of Work (“SOWs”), Exhibits, Schedules, Amendments, and any written modifications signed by both parties.
1.2 “Services” means collectively:
(a) EchoIQ Platform Services – AI-powered call analysis, call scoring, reporting, training alerts, analytics dashboards, exports, and related technical support;
(b) Marketing Audit Services – audits and assessments of marketing channels, creative assets, digital presence, advertising campaigns, and property-level branding;
(c) Consulting Services – strategic and operational consulting for multifamily business operations, sales, marketing, leasing, revenue optimization, staffing, and process improvements; and
(d) Training Services – training programs delivered in-person, virtually, or via e-learning, covering leasing, sales, marketing, compliance, and operational excellence.
1.3 “Client Data” means all data, information, recordings, transcripts, reports, analytics, documentation, creative assets, marketing materials, operational materials, and other content (including personal data) provided, uploaded, or otherwise made available by Client to Provider in connection with the Services, including all metadata, derivative works, and analytics generated therefrom.
1.4 “Documentation” means the then-current written or electronic user guides, operational manuals, reference materials, onboarding instructions, knowledge base content, or similar resources provided or made available by Provider to Client regarding the Services.
1.5 “Effective Date” means the date the first applicable Order Form is executed by duly authorized representatives of both parties.
1.6 “Order Form” means the ordering document or executed statement identifying the Services purchased, applicable service tiers, usage limits, service levels, subscription or project term, fees, payment terms, and any special conditions.
1.7 “Confidential Information” means all non-public information disclosed by either party to the other, whether orally, visually, in writing, electronically, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business and marketing plans, strategies, customer lists, technology, technical information, product designs, trade secrets, methods, processes, pricing, financial data, call data, training materials, and know-how.
1.8 “Intellectual Property Rights” means all legal rights, titles, and interests in and to intellectual property, including patents, copyrights, trade secrets, moral rights, trademarks, trade dress, domain names, know-how, database rights, and all registrations, applications, renewals, and extensions thereof, whether existing now or in the future, worldwide.
1.9 “Professional Services” means any consulting, auditing, customization, integration, or training service provided by Provider that is outside the scope of standard saas subscription services, as further defined in the applicable SOW or Order Form.
1.10 “Third-Party Services” means any products, services, applications, integrations, or platforms provided by third parties that interoperate with or are used in conjunction with the Services, including without limitation hosting providers, analytics tools, and marketing platforms.
1.11 “Property” Any real estate asset owned or managed by the Client.
1.12 “User” means any individual authorized by Client to access or use the Services on Client’s behalf, including employees, contractors, agents, and third-party service providers engaged by Client.
1.13 “Work Product” means any deliverables, reports, analytics, creative works, training materials, documentation, templates, or other items created or prepared by Provider in the performance of the Services, excluding pre-existing Provider intellectual property and any third-party materials.
2. ACCOUNT REQUIREMENT
2.1 Client Representative.
To subscribe to and access The Leasing Masters’ services—including but not limited to EchoIQ call analysis and analytics, marketing audits, multifamily business consulting, and training programs—you must be duly authorized to act on behalf of the subscribing organization (“Client”). You must be at least eighteen (18) years of age and a natural person (i.e., a human being, not an automated system or bot). By registering for the Services, you represent and warrant that you are providing accurate, current, and complete information, which may include your legal full name, job title, organization name, valid business email address, phone number, billing address, and any additional information reasonably requested by The Leasing Masters or its authorized third-party service providers (collectively, the “Registration Data”). You authorize The Leasing Masters to collect, store, process, and use your Registration Data in accordance with The Leasing Masters’ Privacy Policy, as amended from time to time.
2.2 Users.
If the Client is a business, corporate entity, partnership, limited liability company, governmental body, or other legal entity, only its employees, authorized representatives, contractors under written confidentiality obligations, and The Leasing Masters’ personnel (acting in the course of delivering Services) may access and use the Services (“Users”). Each User must have an individually assigned, secure set of login credentials to access the Services (“User Account”). Sharing User Accounts between individuals is strictly prohibited. The Client is solely responsible for (a) ensuring that all Users comply with these Terms and the Service Agreement, (b) maintaining the confidentiality and security of all User credentials, including administrative accounts, and (c) immediately notifying The Leasing Masters in writing of any suspected or confirmed compromise of User credentials. The Client remains fully responsible for all acts and omissions of its Users and for any activity occurring under its accounts, whether authorized or unauthorized.
2.3 Privacy Policy.
All Registration Data, Client Data, and other personal or business information collected during your use of the Services is subject to The Leasing Masters’ Privacy Policy, available at: https://www.theleasingmasters.com/privacy-policy. By using the Services, you acknowledge and agree to the collection, storage, processing, transfer, and use of such information in accordance with that policy.
2.4 Unauthorized Use.
The Client and its Users are expressly prohibited from:
(a) sharing login credentials or otherwise providing third parties with access to the Services;
(b) sublicensing, relicensing, transferring, renting, leasing, reselling, or using the Services for time-sharing, service bureau, or other unauthorized commercial purposes;
(c) circumventing, disabling, or otherwise interfering with security-related features or restrictions of the Services;
(d) engaging in any activity that could compromise the security, integrity, or performance of any User Account, the Services, or The Leasing Masters’ systems; and
(e) misrepresenting their identity or affiliation with any person or entity.
Any suspected or actual unauthorized use must be reported immediately to The Leasing Masters via the contact information provided in the Service Agreement. The Leasing Masters reserves the right, in its sole discretion, to suspend or terminate any User Account or Client account without refund if it determines that Registration Data is false, misleading, inaccurate, outdated, or incomplete, or if these Terms have been violated. The Leasing Masters is not liable for any loss or damage to the Client, any User, or any third party arising from such suspension or termination, or from unauthorized access and/or use of a User Account.
2.5 General.
The Leasing Masters reserves the exclusive right to modify, suspend, or discontinue any of the Services, including specific service plans, features, or pricing, with or without notice; however, The Leasing Masters will use reasonable commercial efforts to provide advance notice of changes that, in its sole judgment, materially and adversely affect the Client’s use of the Services. No Service plan, feature, or pricing rate is guaranteed beyond the stated term of the applicable Service Agreement or Order Form.
2.6 Service Agreement.
Clients may be required to enter into a separate, binding Service Agreement or Order Form that incorporates these Terms and specifies applicable fees (including without limitation subscription fees, service fees, overage fees, setup fees, or professional services fees), service scope, and the agreed-upon commitment term (“Service Term”). In the event of a direct conflict between these Terms and the applicable Service Agreement, the Service Agreement shall govern with respect to the Services provided during the Service Term.
3. SERVICE LICENSE AND RESTRICTIONS
3.1 License Grant.
Subject to strict compliance with this Agreement, The Leasing Masters grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for internal business operations of Client during the term of this Agreement. This license expressly does not confer any right to sell, sublicense, distribute, copy, reproduce, reverse engineer, modify, or create derivative works of the Services or any component thereof, except as expressly authorized in writing by The Leasing Masters.
3.2 Scope of Use.
The Services may only be used:
(a) by authorized Users under Client’s account;
(b) in strict accordance with the Documentation, Order Form, Service Agreement, and applicable laws;
(c) for internal analysis, reporting, consulting, marketing, training, or operational purposes directly related to Client’s multifamily business activities; and
(d) in a manner that does not harm, interfere with, or compromise The Leasing Masters’ infrastructure, software, or intellectual property.
3.3 Prohibited Activities.
Without limiting the generality of Section 3.2, Client and its Users shall not:
(a) reverse engineer, decompile, disassemble, attempt to discover source code, underlying algorithms, or trade secrets;
(b) circumvent, disable, or bypass security features, licensing controls, or usage restrictions;
(c) copy, distribute, transmit, sell, rent, lease, sublicense, or otherwise exploit the Services for commercial gain;
(d) use the Services for unauthorized purposes, including time-sharing, service bureau, or outsourcing;
(e) use the Services to store, transmit, or process data in violation of applicable law, regulation, or third-party rights;
(f) incorporate the Services into other software, products, or services without explicit written consent;
(g) interfere with other clients’ use or attempt to gain unauthorized access to any portion of the Services; or
(h) provide or make the Services accessible to any third party not explicitly authorized in writing by The Leasing Masters.
3.4 Ownership and Intellectual Property.
All rights, title, and interest in and to the Services—including enhancements, modifications, derivative works, methodologies, templates, Work Product, reports, and all underlying intellectual property—remain the sole property of The Leasing Masters. No license under any intellectual property rights is granted except as explicitly set forth herein. Any Work Product delivered under consulting, audits, or training remains the intellectual property of The Leasing Masters unless expressly assigned in writing.
3.5 Third-Party Components.
Certain Services may include third-party components or integrations. Client agrees to comply with all applicable third-party terms. The Leasing Masters assumes no liability for third-party components beyond their incorporation in the Services.
3.6 Unauthorized Use and Remedies.
Unauthorized use of the Services constitutes a material breach of this Agreement. The Leasing Masters may immediately suspend or terminate access, seek injunctive relief, and pursue all available legal or equitable remedies without prior notice. Client shall indemnify, defend, and hold harmless The Leasing Masters from any claims, damages, or losses arising from unauthorized use.
3.7 Termination of License.
Upon termination or expiration of this Agreement, all licenses granted herein automatically terminate. Client shall immediately cease all use of the Services and, at The Leasing Masters’ discretion, return or destroy all copies of Documentation, reports, and related materials.
3.8 Reservation of Rights.
All rights not expressly granted are reserved. No waiver, modification, or amendment of this license is valid unless in writing and signed by an authorized representative of The Leasing Masters.
3.9 Site Use. You agree and acknowledge that the Site and its content search capabilities make content available to you for information purposes only. You will not use any such content in a manner that is unlawful or otherwise violates these Terms of Service or those of any third party site from which the content was retrieved or to which your content will be displayed, and all other applicable laws and regulations.
3.10 Client and The Leasing Masters Content. By posting Client Content or The Leasing Masters Content through our software, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content, including text, communications, software, images, sounds, data, or other information that:
(i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
(ii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
(iii) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
(iv) constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
(v) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
(vi) impersonates any person or entity, including any of its employees or representatives.
3.11 Removal of Client Content. We and our agents have the right in our sole discretion to remove any Client Content or The Leasing Masters Content that, in our judgment, does not comply with these Terms of Service or any other rules of user conduct for the Services, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal.
3.12 Applicable Terms. Your use of the Services is subject to all applicable laws and regulations, as well as the applicable terms of any third party that you are using our Services to manage (such as, Facebook, Twitter, LinkedIn, Google Plus, etc.), and you are solely responsible to ensure that your use of the Services is in compliance therewith. Your use of the Services is at your sole risk and is provided on an “AS IS” and “AS AVAILABLE” basis. You must not modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services or TLM. You will not reproduce, duplicate, copy, sell, resell or exploit, any portion of the Services, use of the Services, or access to the Service without the express written permission by TLM. You may not overwhelm the Site or Services by using significantly more bandwidth than other customers, as determined by us at our sole discretion, nor degrade the reliability, speed, or operation of the Site, Services or any underlying hardware or software thereof. The Services may not be used in connection with promoting anything, which in TLM’s sole discretion is harmful, hateful, obscene, or unlawful. You must not use the Site or Services to transmit any worms, viruses or any code of a destructive nature.
3.13 Duplication Not Permitted. You will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of The Leasing Masters Academy or any software, documentation or data related to The Leasing Masters Academy (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on The Leasing Masters Academy; use The Leasing Masters Academy other than for your internal benefit; use The Leasing Masters Academy other than in accordance with these Terms of Service or any other written agreement with respect to the subject matter hereof or in compliance with all applicable laws and regulations, including but not limited to any privacy laws, and laws or regulations concerning intellectual property, consumer and child protection, obscenity or defamation.
3.14 No Backup Responsibility. We are not required to keep back-up copies of any data on the Site once your access to the Services is suspended or terminated in any way. We make no guarantee that any data provided will be safely stored. To be safe, you should independently back-up your data, to the extent permitted herein and by applicable laws and regulations. You acknowledge that we may terminate any User Account in accordance with these Terms of Service.
The Leasing Masters system data is stored in a clustered database. In addition to the redundancy built into the clustered database infrastructure, a backup of the data is taken daily, and kept for thirty-five (35) days. Upon Client’s request, The Leasing Masters will restore Data from backup files and reserves the right to charge a fee for such restoration.
4. SCOPE OF SERVICES
4.1 General Obligations.
The Leasing Masters shall provide the Services to Client as set forth in the applicable Order Form or Service Agreement. Services include, but are not limited to: (a) EchoIQ call analysis and reporting SaaS, (b) marketing audits, (c) multifamily business consulting, and (d) training programs. Provider shall use commercially reasonable efforts to deliver Services in a professional, timely, and workmanlike manner consistent with industry standards for multifamily property management and business consulting.
4.2 EchoIQ SaaS Services.
(a) Call Processing & Analytics: Client may submit call recordings in formats approved by The Leasing Masters (e.g., MP3, WAV). Provider’s SaaS platform will process recordings, generate AI-based call scoring, and produce analytics dashboards and reports.
(b) Usage Limits: Client’s access to the EchoIQ platform is limited to the monthly usage specified in the Order Form (e.g., 125 call reports/month). Any additional submissions are subject to overage fees as specified. Provider reserves the right to suspend or throttle access if usage materially exceeds limits.
(c) Service Levels: Provider will maintain 90% uptime per calendar month, excluding scheduled or emergency maintenance. Scheduled maintenance will be communicated at least 24 hours in advance; emergency maintenance will be communicated promptly.
(d) Limitations: Services and tools are for processing, analytics and information purposes. Provider does not guarantee outcomes, lease conversions, or business results. Services are for advisory and informational purposes only; Client is responsible for interpreting and applying results.
(e) User Support: Provider shall provide technical support, documentation, and training related to platform usage, reporting, and analytics interpretation.
4.3 Marketing Audit Services.
(a) Scope: Provider shall review and evaluate Client’s marketing channels, campaigns, property branding, creative assets, digital presence, and related materials.
(b) Deliverables: Reports shall include observations, metrics, recommendations, and actionable strategies to optimize Client’s marketing performance.
(c) Methodology: Provider shall conduct audits using industry-standard methodologies, third-party tools, and proprietary frameworks. Recommendations are advisory and Client acknowledges that implementation is at Client’s discretion.
4.4 Consulting Services.
The Leasing Masters (“TLM”) where applicable and permissible shall provide its expertise to the Client and its company for all things pertaining to multifamily operations to include: leasing, marketing strategy, revenue management, processes and procedures, data analysis, budgets, third-party contracts, websites, public relations, advertising, branding, online image/reputation, signage, social media, training and more. TLM agrees to provide the Coaching/Consulting Services to the Client during the "Term" (as hereinafter defined). TLM agrees to provide such information, evaluation, analysis, and recommendation in accordance with the Consulting Services as will assist in maximizing the effectiveness of Client's business model both relative to its business model and to its present and contemplated operations. TLM shall personally provide the Consulting Services and the Client understands that the nature of the services to be provided are part time and that TLM will be engaged in other business and consulting activities during the term of this Agreement. Consulting may include written recommendations, process frameworks, operational assessments, dashboards, and periodic review meetings. Provider shall perform Consulting Services using commercially reasonable efforts, consistent with generally accepted industry practices for multifamily consulting.
4.4.1 Conflicts. Client waives any claim of conflict and acknowledges that TLM has owned and continues to own and has consulted with and continues to consult with interests in competitive businesses which might compete but for location.
4.4.2 Confidential Information. TLM agrees that once this agreement is executed any information revealed prior to and received during any furtherance of TLM's obligations in accordance with this contract, which concerns the personal, financial or other affairs of TLM will be treated in full confidence and will not be revealed to any other persons, firms or organizations. In connection herewith.
4.4.3 Role of TLM. TLM shall be available to consult with the Board of Directors, the officers of the Client’s company, and heads of the administrative staff, at reasonable times, concerning matters pertaining to the organization and performance of the Client’s company along with marketing and leasing performance, related contracted partners, the fiscal policies of the Client’s company, and in general, the important problems of concern in the business affairs of the Client’s company all in fulfillment of the Consulting Services. TLM will not represent the Client, its Board of Directors, its officers or any other members of the Client’s company in any transactions or communications unless so specified and agreed upon in writing by both Client and Company.
4.5 Training Services.
(a) Scope: Provider shall provide training programs in-person, virtually, or via e-learning platforms. Training topics may include leasing, sales, marketing, operations, compliance, and other topics mutually agreed upon.
(b) Materials: Training shall include materials, templates, guides, and exercises prepared or approved by Provider. All such materials remain the intellectual property of Provider unless expressly assigned.
(c) Completion: Client acknowledges that training effectiveness depends on participant engagement and application of lessons learned; Provider does not guarantee specific outcomes.
4.6 Social Media Services
The Leasing Masters (“Social Media Manager”) where permissible shall conceptualize, design and post twenty (20) to thirty (30) created strategized campaign posts (“Work”) per month for Client on Social Media The Leasing Masters platforms to include: Facebook, Instagram and Linked In Social Media platforms mutually shortlisted and agreed upon by both parties shall be managed by TLM. Anything beyond the scope of the agreement activities mentioned (i.e. designs/posts and campaigns etc.) must be agreed upon by both parties in writing and may be subject to additional charges.
4.6.1 Grant of Rights. TLM agrees to the perpetual license of the right to display and transmit Work to Client, excluding the right to authorship credit, modification, and resell, which is retained by TLM. TLM agrees that Work is produced with the intent it be unique and will not seek to resell or publish Work, except as noted below. Client remains solely responsible for the contents of the social media posts and for compliance with any laws regulating such advertising as represented by Client in Section 9 Warranties and Disclaimers.
4.6.2 Designer’s Right to Authorship Credit. TLM may use Work in Company’s portfolio (including, but not limited to, any website that displays Company’s Works). Client does not have to display TLM’s name together with Work, unless being described with any editorial usage, but Client may not seek to mislead others that Work was created by anyone other than TLM.
4.6.3 Reputation Management. TLM where applicable and permissible will provide Online Reputation Management services (“Reputation Management”) to assist the Client with company image and reputation. Reputation Management includes customer review monitoring and responding.
4.6.4 Network Partners. From time to time The Leasing Masters will gain access to beta programs from our network partners like Facebook, Instagram and others. In order to make these new technologies and tools available to you, our network partners require that you adhere to their terms of services. By utilizing The Leasing Masters Academy, you hereby acknowledge that you have read and agree to these terms which can be found at Google (https://policies.google.com/terms?hl=en-US), Yelp (https://www.yelp.com/guidelines), Facebook (https://www.facebook.com/legal/terms), Instagram (https://help.instagram.com/581066165581870/), Twitter (https://www.twitter.com/tos), TikTok (https://www.tiktok.com/legal/) LinkedIn (https://legal.linkedin.com/) https://help.instagram.com/477434105621119/
4.6.5 No Legal Review. TLM does not assume any obligations to perform legal review of Ads.
4.6.6 Ad Preparation. TLM where applicable and permissible may assist Client in preparing design, composition, text and artwork for Paid Ads. TLM retains all rights, including copyright, to all Ad layouts and other elements that represent the creative effort of TLM or contain material prepared by TLM. Client shall not authorize photographic or other reproduction of any such Ad layout in any other publication without the express written consent of TLM. Client remains solely responsible for the contents of the Ad(s) and for compliance with any laws regulating such advertising as represented by Client in Section 9 Warranties and Disclaimers.
4.6.7 Ad Acceptance. Submission of an Ad to TLM does not constitute a commitment by TLM to publish or distribute the Ad. TLM accepts an Ad only by publishing or distributing such Ad.
4.6.8 Ad Delivery. Failure of communication from Client may result in changes in publication dates. Client shall be responsible for providing to TLM all Ad Materials necessary for publication and distribution of the Ads, in a timely manner including all necessary artwork and/or digital files, the timing and formats of which may be more specifically set forth in the order/request. In the event that all necessary materials are not received in time for the scheduled ad launch date, and unless otherwise specifically instructed by Client, TLM may, at its sole discretion, use artwork or other materials from previous Ads placed by Client, if applicable. TLM will not be responsible for Ad Material that is not properly formatted or displayed or that cannot be accessed or viewed because it was not received by TLM in the proper form, in a timely manner, or in an acceptable technical quality for mobile or online publication. See Section 10.5 on Liability for Errors / Omissions / Cancellations. TLM prohibits, and may postpone, cancel or otherwise return, any Ad Material that violates its advertising standards, including but not limited to advertising that violates applicable laws, promotes pornography, illegal goods, illegal drugs, illegal drug paraphernalia, pirated computer programs, instructions on how to assemble or otherwise make bombs, grenades or other weapons and any advertising that discriminates or encourage discrimination against people based on personal attributes such as race, ethnicity, color, national origin, religion, age, sex, sexual orientation, gender identity, familial status, disability, medical or genetic condition. Any and all Facebook posts and ads must be in accordance with the Facebook Discriminatory Practices found online at https://www.facebook.com/policies/ads/prohibited_content/discriminatory_practices
4.7 Custom Deliverables and Additional Services.
(a) Any services outside the standard scope of Services i.e. EchoIQ, Marketing Audits, Consulting, or Training shall be separately agreed upon in a Statement of Work (SOW) or Order Form.
(b) Fees, schedules, and deliverables for custom services shall be specified in the applicable SOW or Order Form.
4.8 Limitations.
(a) Provider does not guarantee specific results, outcomes, or ROI from the Services, including increased leads, lease conversions, or revenue improvements.
(b) Client acknowledges that any use of Services, reports, or recommendations is at Client’s own risk. Provider is not liable for decisions made or actions taken by Client or Users based on the Services, except as expressly provided in the Agreement.
4.9 Modifications.
Provider may enhance, update, or modify the Services at its discretion to improve performance, security, or functionality, provided that such modifications do not materially reduce the core capabilities promised in the Order Form or SOW without Client’s prior written consent.
4.10 Client Cooperation.
Client shall provide reasonable access to information, personnel, recordings, marketing materials, and operational data necessary for the Provider to deliver Services. Delays or omissions by Client may affect the timing, scope, and quality of Services; Provider shall not be liable for any resulting impact.
5. FEES AND PAYMENT
5.1 Licensing Fees.
Client shall pay all fees specified in the applicable Order Form or Service Agreement (“Fees”), including:
(a) EchoIQ SaaS Fees – Subscription fees for access to the EchoIQ platform. Clients may select Lite or Pro plan with monthly or annual recurring payments. Subscription activation occurs upon receipt of payment. Non-payment may result in suspension or termination of Service.
(b) Marketing Audits Fees – One-time or recurring fees for audit services, including preparation of reports, recommendations, and associated deliverables.
(c) Consulting and Training Fees – Fees for consulting services, training programs, workshops, and any custom projects, as agreed in the Service Agreement or Order Form.
All Fees are exclusive of applicable taxes, duties, and other governmental charges, which shall be borne by Client except for taxes based solely on Provider’s net income.
5.2 Property Inclusion
All properties currently owned or managed by the Client must be included in per property subscriptions.
Per property pricing is based on total property count and may be adjusted retroactively if additional properties are added or discovered.
Clients authorize The Leasing Masters to verify property counts as needed to ensure compliance.
5.3 Invoicing and Payment Terms.
(a) If approved, shall issue invoices in accordance with the billing schedule in the applicable Order Form.
(b) All invoices are due Net 15 from the invoice date, unless otherwise specified in writing.
(c) Client agrees to pay all Fees without offset, deduction, or withholding.
(d) Payment methods accepted include credit card, ACH, wire transfer, or other methods specified in the Order Form.
5.4 Late Payments.
(a) Late payments shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.
(b) Provider may suspend or restrict access to the Services if any undisputed amounts remain unpaid more than fifteen (15) days after the invoice due date. Suspension shall not relieve Client of its obligation to pay accrued Fees.
5.5 Usage Overage.
(a) EchoIQ SaaS usage beyond the contracted scorecard limit is subject to overage fees as defined in the Order Form.
(b) Overage fees will be charged to the payment method provided by the Client.
(c) Provider reserves the right to temporarily suspend or throttle access to prevent system performance degradation in case of excessive overages until all Fees are paid.
5.6 Disputed Charges.
(a) Client must notify Provider in writing of any disputed charges within fifteen (15) days of the invoice date.
(b) Both parties shall work in good faith to resolve disputes promptly.
(c) Client remains obligated to pay all undisputed amounts in accordance with the Net 15 payment terms.
5.7 Non-Payment Remedies.
(a) Provider may suspend or terminate Services immediately if Fees remain unpaid beyond fifteen (15) days after the invoice due date.
(b) Provider retains all legal remedies, including collection, injunctive relief, and recovery of fees, costs, and expenses incurred to enforce payment.
5.8 Adjustments.
(a) Provider may adjust fees, subscription tiers, or service plans upon renewal or by mutual written agreement.
(b) Fee adjustments will not retroactively apply to prior periods unless agreed in writing.
6. CLIENT RESPONSIBILITIES
6.1 Compliance with Law.
Client shall ensure that all activities conducted through the Services comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to:
Call recording and monitoring consent requirements;
Data privacy and protection laws;
Employment, marketing, and advertising regulations applicable to their operations.
Client is solely responsible for obtaining all necessary consents from call participants, property residents, employees, and other relevant parties including but not limited to:
(a) Call recordings and any related data are collected, processed, and disclosed in compliance with all applicable federal, state, and local laws, regulations, and industry standards, including one-party and two-party consent requirements; and
(b) Notices and consents required under call monitoring and recording laws are properly obtained and documented.
6.2 Accurate and Timely Data Submission.
Client is responsible for the accuracy, quality, and legality of all Client Data, including data obtained from third-party sources. Provider is not responsible for errors, omissions, or illegal content in data submitted by Client.
(a) EchoIQ Submissions: Client shall provide call recordings, metadata, and other information in formats approved by The Leasing Masters (e.g., MP3, WAV). Client represents that all data submitted is accurate, complete, and lawful.
(b) Marketing and Operational Data: For audits, consulting, and training services, Client shall provide access to all relevant marketing materials, operational data, and personnel necessary to deliver the Services.
(c) Delays or Errors: Provider is not responsible for delays, errors, or incomplete results caused by late, inaccurate, or incomplete data submissions.
6.3 Fair Housing and Consumer Protection.
Client acknowledges that Provider does not provide legal advice regarding the Fair Housing Act, Equal Credit Opportunity Act, FCRA, state unfair/deceptive acts laws, or similar laws. Client is solely responsible for ensuring that any use of the Services, including training recommendations and consulting guidance, complies with such laws and Client’s internal policies.
6.4 Systems, Devices, and Connectivity.
(a) Client shall provide, at its own cost, all necessary equipment, devices, software, and internet access required to use the Services effectively, including computers, mobile devices, routers, and sufficient bandwidth.
(b) Provider shall not be liable for service interruptions, degraded performance, or delays caused by Client’s systems, network, or connectivity issues.
(c) Client shall maintain industry-standard security for devices and networks used to access the Services.
6.5 Account Security.
(a) Each User shall maintain a unique User Account and secure login credentials. Sharing credentials is strictly prohibited.
(b) Client is responsible for all activity occurring under its accounts, including administrative access.
(c) Client shall promptly notify The Leasing Masters in writing of any unauthorized use, breach, or suspected compromise of login credentials.
6.6 Proper Use of Services.
Client agrees not to:
Reverse engineer, decompile, or attempt to derive the source code or underlying algorithms of the Services;
Interfere with, disrupt, or overload the functionality or infrastructure of the Services;
Use the Services for any unlawful, fraudulent, or unauthorized commercial purpose;
Resell, sublicense, or otherwise distribute the Services outside of the terms of this Agreement.
6.7 Cooperation and Access.
Client shall make reasonable efforts to provide timely access to personnel, systems, facilities, and data necessary for Provider to perform the Services. Lack of cooperation may impact the quality, timeliness, and scope of deliverables, and Provider shall have no liability for such impacts.
6.8 Reporting Obligations.
Client shall promptly report to Provider any:
Suspected or actual security breaches or unauthorized access;
Unauthorized access or use of the Services;
Misuse of User Accounts or credentials;Misuse of Services or violation of this Agreement;
Any other incidents that may materially affect the integrity, confidentiality, or availability of the Services.
Submission of illegal, infringing, or otherwise prohibited content.
Failure to promptly report such incidents may result in suspension, termination, or liability for damages.
6.9 Responsibility for Implementation and Results
Client acknowledges that results from EchoIQ analytics, Marketing Audits, or Consulting/Training services depend on their own execution. Provider makes no guarantees regarding business outcomes, lease conversions, or revenue changes. Client is responsible for applying recommendations and insights at their discretion. Client acknowledges that:
Analytics, audit reports, consulting recommendations, and training materials are informational only;
Recommendations are informational only; Provider does not guarantee outcomes.
Provider does not guarantee lease conversions, revenue, or operational outcomes;
Client is solely responsible for decisions made and actions taken based on the Services.
Provider is not liable for any business, financial, or operational results arising from Client’s use or implementation of the Services.
6.10 Client Infrastructure and Access.
(a) Client shall provide, at its own cost and responsibility, all necessary equipment, internet access, software, and telecommunications infrastructure required to access and use the Services, including but not limited to computers, mobile devices, routers, and sufficient bandwidth.
(b) Provider is not responsible for performance issues, delays, or service interruptions caused by Client’s equipment, network, or internet connection.
(c) Client shall ensure that devices and networks used to access the Services are secure and meet industry-standard requirements to prevent unauthorized access or data compromise.
6.11 Proper Use of Services.
Client agrees not to:
Reverse engineer, decompile, or attempt to derive the source code or underlying algorithms of the Services;
Interfere with, disrupt, or overload the functionality or infrastructure of the Services;
Use the Services for any unlawful, fraudulent, or unauthorized commercial purpose;
Resell, sublicense, or otherwise distribute the Services outside of the terms of this Agreement.
7. DATA PROTECTION AND CONFIDENTIALITY
7.1 Definitions
As used herein,
“Client Data” means all recordings, marketing materials, operational data, documents, reports, transcripts, notes, metadata, and any other data or information provided, uploaded, or generated by Client or on Client’s behalf through the Services.
“Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one party to the other, including Client Data, business plans, trade secrets, technology, strategies, customer lists, financial data, and intellectual property, whether disclosed orally, in writing, electronically, or otherwise. Confidential information means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure. CI shall include, without limitation, technical product information, product designs, techniques, methods, or strategies used in connection with the Services, user names, passwords and other log-in information, Company pricing information, the specific terms of this Agreement, and confidential information about and from Client’s customers, including their personal and business data. However, CI shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
7.2 Data Ownership
(b) Provider shall have a limited, revocable license to process Client Data solely for the purposes of delivering the Services, performing analytics, generating reports, and fulfilling Provider’s obligations under this Agreement.
(c) Provider shall not use Client Data for any purpose other than as expressly authorized in writing or required by law.
7.3 Data Security Obligations
(a) Provider shall implement and maintain administrative, technical, and physical safeguards consistent with industry standards for SaaS and professional services to protect Client Data against unauthorized access, disclosure, alteration, or destruction.
(b) Security measures include, but are not limited to:
Encrypted storage and transmission of Client Data;
Access controls with role-based permissions;
Regular monitoring and auditing of systems;
Backup, disaster recovery, and incident response protocols.
(c) Provider shall promptly notify Client of any confirmed unauthorized access, breach, or disclosure of Client Data.
7.4 Client Responsibilities for Data Protection
The parties each agree to collect, store, and use all CI provided to it or obtained by it as a result of this Agreement, in a manner that: (i) protects the security, confidentiality and integrity of the CI; (ii) ensures against reasonably anticipated threats or hazards to the security or integrity of the CI; and (iii) protects against unauthorized access to or use of the CI that could result in harm or inconvenience to the other party. Each party shall use at least the same degree of care in protecting the CI as the party uses to protect its own CI of like kind (but in no event less than reasonable care). The parties agree that CI shall not be used for any purpose outside the scope of this Agreement and that neither party shall disclose any CI to any third party without the other party’s prior written consent other than to: (i) its legal counsel and accountants; (ii) to potential investors, lenders, purchasers of either party’s business, or underwriters in connection with their due diligence in future financings, acquisitions mergers or public offerings of either party; or (iii) as required by law.
(a) Client and The Leasing Masters agree to maintain confidentiality of proprietary information.
(b) Confidential information excludes publicly available information or information independently developed.
(c) Client shall maintain the confidentiality and integrity of all login credentials and access mechanisms.
(d) Client shall implement reasonable safeguards to protect Client Data stored locally or transmitted to Provider.
(e) Client shall promptly notify Provider of any unauthorized access, breach, or suspected compromise of Client Data.
(f) Client shall ensure that all data provided to Provider is collected, processed, and disclosed in accordance with applicable laws, regulations, and contractual obligations with third parties.
7.5 Confidentiality Obligations
(a) Each party shall protect the other party’s confidential information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care.
(b) Confidential Information may only be disclosed to employees, contractors, or agents who have a legitimate need to know and who are bound by confidentiality obligations consistent with this Agreement.
(c) Confidential Information shall not be disclosed to any third party without prior written consent, except as required by law, regulation, or valid court order.
7.6 Data Retention and Deletion
(a) Upon termination or expiration of this Agreement, Provider shall, at Client’s option:Securely delete all Client Data from Provider systems.
(b) Provider may retain backup copies for a limited period as required by law or for legitimate business continuity purposes, after which such data shall be permanently deleted.
7.7 Compliance with Applicable Data Laws
(a) Provider shall comply with all applicable data protection and privacy laws, including but not limited to federal, state, and local regulations.
(b) Client is responsible for compliance with all legal requirements relating to the collection, storage, processing, and sharing of Client Data, including obtaining necessary consents and authorizations.
(c) Provider shall not be liable for Client’s failure to comply with applicable laws.
7.8 Use of Third-Party Processors
(a) Provider may engage third-party vendors or subprocessors to perform Services, provided that such vendors are contractually obligated to maintain confidentiality and data security standards consistent with this Agreement.
(b) Provider shall remain fully responsible for the actions of its subprocessors.
7.9 Exceptions
The obligations in this Section shall not apply to information that:
(a) Was publicly known or becomes publicly known without breach of this Agreement;
(b) Was independently developed by the receiving party without use of the disclosing party’s Confidential Information;
(c) Is rightfully received from a third party without restriction and without breach of this Agreement;
(d) Is required to be disclosed by law or valid legal process, provided the disclosing party gives prompt notice and cooperates to limit disclosure.
7.10 Privacy. TLM’s privacy policy at http://theleasingmasters.com/privacy-policy (“Privacy Policy”) as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information Client submits to us. Client acknowledges and understands that the Privacy Policy may be amended from time to time at TLM’s discretion.
7.11 Marketing and Publicity Rights
(a) Client hereby grants Provider a non-exclusive, royalty-free, worldwide license to use Client’s name, logo, and anonymized numerical scores or aggregated performance metrics in Provider’s marketing materials, including but not limited to websites, email campaigns, presentations, case
8. TERM AND TERMINATION
8.1 Term of Agreement
(a) This Agreement shall commence on the Effective Date as defined in the applicable Order Form or Service Order and shall continue for the Initial Term specified therein.
(b) Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
(c) Any renewal is subject to the same terms, conditions, and obligations set forth in this Agreement, unless modified in writing by mutual agreement.
8.2 Termination for Cause
(a) Either party may terminate this Agreement immediately upon written notice if the other party:
Materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice;
Engages in unlawful conduct or gross negligence that materially affects the performance of the Services; or
Uses the Services in a manner prohibited under Section 6 (Client Responsibilities) or Section 7 (Data Protection and Confidentiality).
(b) Termination for cause shall not relieve the Client of the obligation to pay all fees accrued through the effective date of termination.
8.3 Termination for Insolvency or Financial Distress
(a) Either party may terminate this Agreement immediately upon written notice, if the other party becomes insolvent, bankrupt, or subject to any bankruptcy or insolvency proceeding;
This agreement may not be terminated due to assignment for the benefit of creditors; or in the case that a receiver, custodian, or similar officer is appointed over its assets or business operations.
8.4 Termination for Convenience
(a) Client may terminate consulting, training, or marketing services for convenience upon thirty (30) days’ written notice, subject to payment of all fees due through the effective date of termination.
(b) SaaS-based services such as EchoIQ may not be terminated for convenience prior to the end of the Current Term without payment of all remaining fees due for the contracted term.
8.5 Effect of Termination
(a) Upon termination or expiration of this Agreement:
All rights and licenses granted to Client under this Agreement shall immediately cease;
Client shall immediately cease use of the Services and return or destroy all Documentation provided by Provider;
Client shall pay all outstanding fees, including prorated charges, overage fees, and any other amounts due through the effective date of termination;
Provider shall, at Client’s election, return or securely delete Client Data in accordance with Section 7.6 (Data Retention and Deletion).
All provisions that, by their nature, should survive termination or expiration, include, without limitation: Definitions (1), Fees and Payment (3), Client Responsibilities (6), Data Protection and Confidentiality (7), Intellectual Property (9), Warranties and Disclaimers (10), Indemnification (11), Limitation of Liability (12), and Governing Law and Dispute Resolution (13), shall survive any termination or expiration of this Agreement.
8.6 Suspension of Services
(a) Provider may suspend Client access to the Services immediately if:
Client fails to pay undisputed fees within the time specified in Section 3 (Fees and Payment);
Client’s use of the Services poses a security threat, legal risk, or violates Sections 6 or 7 of this Agreement.
(b) Suspension shall not relieve Client of the obligation to pay fees, and Provider may reinstate Services once the underlying issue is resolved and all fees are paid.
8.7 Post-Termination Cooperation
(a) Client shall cooperate with Provider to ensure an orderly wind-down or transition of Services, including retrieval or transfer of Client Data and completion of active consulting or audit projects.
(b) Provider shall provide reasonable assistance in exporting Client Data in a usable electronic format and in delivering final reports, within the constraints of agreed-upon fees.
8.8 Effect of Termination. In the event this Agreement is terminated: (i) all rights granted to Client under this Agreement, including Client’s Service to use the Services, shall cease; (ii) TLM shall stop performing all Services; (ii) Client shall immediately pay any fees due through the date of termination. Client shall cease and ensure that all End Users cease accessing or using the Services.
8.9 Data Removal. Upon Termination any and all data you have provided TLM may be immediately deleted, and may not be recovered once your account is canceled/terminated. We do not accept any liability for loss of any such data due to cancellation of your account.
8.10 Delinquent Deactivation. We further reserve the right to disable or deactivate accounts for which fees are owed for more than sixty (60) days. In the event of such termination, all data associated with such an account may be deleted. We are not obligated to provide you prior notice of such termination.
8.11 Right To Payment for Use After Termination. The term of these Terms of Service will continue for as long as you access and use the Services. Rights to accrued payments, remedies for breach and Sections titled “Content Rights,” “The Leasing Masters Academy & Software Rights,” “Warranties and Disclaimer,” “Limitations of Liability,” “Indemnification,” “Interpretation,” and “Miscellaneous,” and this Section shall survive any termination or expiration of these Terms of Service.
8.12 No Refunds. Clients may cancel their subscription at any time. No refunds will be issued for partial billing periods, unused credits, or unused features.
9. INTELLECTUAL PROPERTY
9.1 Ownership of Provider IP
(a) All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, patents, moral rights, know-how, methodologies, processes, software, algorithms, dashboards, training materials, marketing content, and reports developed, licensed, or provided by Provider in connection with the Services (collectively, “Provider IP”), remain the sole and exclusive property of Provider or its licensors.
(b) Client shall not claim any ownership interest, license, or other rights in Provider IP except as expressly granted in this Agreement.
9.2 License to Use Provider IP
(a) Subject to Client’s full compliance with this Agreement, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use Provider IP solely for the internal business purposes of receiving the Services.
(b) This license does not permit Client to:
Copy, modify, create derivative works, distribute, or sublicense Provider IP;
Reverse engineer, decompile, or disassemble any software, algorithm, or tool provided as part of the Services; or
Use Provider IP to compete with Provider or provide services to third parties outside the scope of this Agreement.
9.3 Intellectual Property in Client Data and Deliverables
(a) Client retains ownership of all Client Data as defined in Section 7.
(b) Provider shall retain ownership of any derivative materials, analyses, reports, templates, or recommendations created using Provider IP, even if such materials incorporate Client Data, except as otherwise agreed in writing.
(c) Client is granted a non-exclusive, internal-use license to use deliverables and reports generated by Provider solely for Client’s business operations.
9.4 Infringement and Enforcement
9.4.1 Infringing Posts. The posting of infringing content shall be deemed a breach of these Terms of Service. TLM may terminate your access to the Services if it is discovered that you have caused content to be displayed through the Services that violates the intellectual property rights of others. In such a case Client will be financially liable for Service payments through 60 (sixty) days after the infringement is discovered.
9.4.2 If you believe that certain content that is being displayed through the Services violates the intellectual property rights of others, please send a written statement to us by email at info@theleasingmasters.com. For more information about copyright infringement please contact The United States Copyright Office (http://copyright.gov).
9.4.3 You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that any claims of the complaining party and the party that originally posted the materials will be addressed in accordance with the Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Website, http://www.copyright.gov).
9.4.4 Please also note that in some instances TLM acts as a conduit between our users and the various third party platforms that users use our Services to manage (i.e., Facebook, Twitter, LinkedIn, Google Plus, etc.). In some instances, the content published via TLM may not be in TLM’s custody or control. If the alleged infringing content falls into that category, TLM will inform you in writing, and will encourage you to contact
(a) Client will defend Provider against any third-party claims alleging that the Services infringe such third party’s intellectual property rights, provided that Client:
Promptly notifies Provider in writing of any claim;
Grants Provider sole control over the defense and any settlement; and
Provides reasonable assistance, at Provider’s expense, in defending the claim.
(b) Client shall indemnify Provider against any claims arising from Client Data, modifications to Provider IP, or Client’s breach of this Section.
9.5 Restrictions and Prohibited Uses
Client shall not, directly or indirectly:
(a) Remove or obscure any proprietary notices on Provider IP;
(b) Use Provider IP to develop a competing product or service;
(c) Exploit the Services or Provider IP for unauthorized commercial purposes, including resale, rental, or sublicensing; or
(d) Disclose Provider IP to third parties except as expressly authorized in this Agreement.
9.6 Co-Registration and User Information
(a) Client consents that Provider may use aggregate, anonymized Client Data and non-confidential information for purposes of research, analytics, product development, or marketing, provided that no personally identifiable information or confidential content is disclosed.
(b) Any co-registration or data sharing agreements are subject to Provider’s privacy policies and applicable law.
9.7 Reservation of Rights
All rights not expressly granted to Client under this Agreement are expressly reserved by Provider, and no implied licenses are conferred.
10. WARRANTIES AND DISCLAIMERS
10.1 Provider Warranties
(a) Provider represents and warrants that it will:
Perform the Services in a professional and workmanlike manner, consistent with industry standards for SaaS, marketing, consulting, and training services;
Maintain reasonable administrative, technical, and physical safeguards to protect Client Data, consistent with Section 7 (Data Protection and Confidentiality); and
Provide services in accordance with the specifications, deliverables, and scope described in the applicable Order Form or Service Order.
(b) For SaaS services such as EchoIQ, Provider warrants that the platform will operate substantially in accordance with the published Documentation during the Term, excluding scheduled maintenance, emergency maintenance, or events outside Provider’s reasonable control.
10.2 Client Warranties
Client represents and warrants that it will:
(a) Provide accurate, complete, and lawful Client Data;
(b) Comply with all applicable laws and regulations governing use of the Services, including call recording, data protection, Fair Housing, and consumer protection laws;
(c) Maintain all equipment, software, and internet access necessary to access and use the Services; and
(d) Use the Services only as authorized under this Agreement and for its internal business purposes.
10.3 Disclaimers
(a) No Guarantee of Results – Provider does not guarantee specific outcomes, including lease conversion improvements, marketing performance, or business growth. All results depend on Client’s execution and external factors outside Provider’s control.
(b) As-Is Services – Except as expressly stated in Section 10.1, the Services are provided “as is” and “as available”, without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, uninterrupted operation, or non-infringement.
(c) Third-Party Content – Provider is not responsible for errors, inaccuracies, or omissions in Client Data, third-party content, or external tools integrated with the Services.
(d) Limitation of Technical Guarantees – Provider does not warrant that the Services will be error-free, free from defects, or operate without downtime due to circumstances beyond Provider’s reasonable control, including internet failures, acts of God, or cybersecurity incidents.
10.4 Exclusive Remedies
(a) Client’s sole and exclusive remedies for any breach of the warranties in Section 10.1 shall be limited to:
Correction or re-performance of the defective portion of the Services; or
Refund of fees paid for the specific portion of the Services that fails to conform to the warranties, prorated for the period of non-conformance.
10.5 No Legal Advice
Provider does not provide legal advice regarding Fair Housing, data protection, consumer protection, employment law, or any other regulatory requirements. Client remains solely responsible for compliance with all applicable laws and regulations in connection with the Services.
11. INDEMNIFICATION
11.1 Indemnification by Provider
(a) Provider shall defend, indemnify, and hold Client harmless from and against any third-party claims, demands, suits, or actions (“Claims”) arising directly from:
Provider’s gross negligence or willful misconduct in the performance of the Services; or
Infringement of any United States intellectual property rights of a third party by Provider IP used in the Services, provided that:
Client promptly notifies Provider in writing of the Claim;
Client grants Provider sole control over the defense and settlement of the Claim; and
Client provides reasonable cooperation, at Provider’s expense, in defending the Claim.
(b) Provider’s indemnification obligation shall not apply to Claims arising from:
Client Data or modifications to Provider IP made by Client or any third party;
Client’s breach of this Agreement, including use of the Services in violation of law or Section 6 (Client Responsibilities); or
Combination of Provider IP with software, data, or systems not provided or approved by Provider where the Claim would not have occurred but for such combination.
11.2 Indemnification by Client
(a) Client shall defend, indemnify, and hold Provider and its officers, directors, employees, agents, and affiliates harmless from and against any Claims arising from:
Client’s use of the Services in violation of this Agreement or applicable law;
Client Data, including third-party recordings, materials, or content uploaded or transmitted through the Services;
Client’s breach of Sections 6 (Client Responsibilities) or 7 (Data Protection and Confidentiality); or
Any unauthorized distribution, sublicensing, or commercial exploitation of Provider IP by Client.
11.3 Procedure for Indemnification
(a) The indemnified party shall:
Promptly notify the indemnifying party of any Claim;
Permit the indemnifying party to assume sole control of the defense and settlement of the Claim, provided that any settlement requiring admission of liability, payment, or injunctive relief affecting the indemnified party shall require its prior written consent (not unreasonably withheld); and
Provide reasonable cooperation, assistance, and access to information at the indemnifying party’s expense.
(b) Failure to promptly notify the indemnifying party shall not relieve the indemnifying party of its obligations, except to the extent that the delay materially prejudices the defense.
11.4 Limitation on Indemnification
(a) Provider’s aggregate liability under Section 11.1 for all Claims arising from intellectual property infringement shall not exceed the total fees paid by Client for the Services giving rise to the Claim during the twelve (12) months preceding the Claim.
(b) This limitation does not apply to Client’s indemnification obligations under Section 11.2, nor to damages resulting from gross negligence, willful misconduct, or violation of law.
12. LIMITATION OF LIABILITY
12.1 Exclusion of Certain Damages
To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:
(a) Loss of profits, revenue, or business opportunity;
(b) Loss or corruption of data;
(c) Downtime, service interruption, or business disruption;
(d) Costs of procurement of substitute services or software; or
(e) Any damages arising from third-party claims, even if advised of the possibility of such damages.
12.2 Cap on Direct Liability
(a) Except for liability arising from gross negligence, willful misconduct, intellectual property infringement, or breach of confidentiality, each party’s aggregate liability under this Agreement shall not exceed the total fees actually paid by Client for the specific Services giving rise to the claim during the twelve (12) months preceding the event giving rise to liability.
(b) For clarity, this limitation applies collectively across all claims, whether in contract, tort (including negligence), strict liability, or statutory claims.
12.3 Liability Exceptions
Nothing in this Agreement shall limit or exclude liability for:
(a) Death or personal injury caused by a party’s negligence;
(b) Fraud, intentional misrepresentation, or willful misconduct; or
(c) Breach of Section 7 (Data Protection and Confidentiality), including unauthorized access, disclosure, or misuse of Client Data.
12.4 Allocation of Risk
(a) Client acknowledges that the fees for the Services reflect this allocation of risk, including the limitations set forth in this Section 12.
(b) Both parties agree that these limitations are essential elements of the bargain, without which the Provider would not provide the Services at the stated fees.
12.5 Independent Limitations
(a) Each limitation in this Section 12 applies separately to each category of claim or action, and the limitations are cumulative, not mutually exclusive.
(b) In the event that any limitation is found to be unenforceable under applicable law, such limitation shall be enforced to the maximum extent permitted, and the remaining limitations shall remain in full force.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 Governing Law
This Agreement, and all disputes, claims, or controversies arising out of or relating to it or the Services, shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict-of-laws principles.
13.2 Venue and Jurisdiction
(a) Any legal action or proceeding arising under or related to this Agreement shall be brought exclusively in the state or federal courts located in Montgomery County, Alabama.
(b) Both parties consent to the personal jurisdiction of such courts and waive any objection based on venue or forum non conveniens.
13.3 Good Faith Negotiation
Before initiating formal dispute proceedings, the parties agree to attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by negotiation between senior executives of each party. The negotiation period shall not exceed thirty (30) days from the date one party provides written notice of the dispute.
13.4 Mediation
(a) If the dispute is not resolved by negotiation, the parties shall attempt to resolve the dispute through non-binding mediation administered by a mutually agreed-upon mediator experienced in commercial contracts and technology services.
(b) Each party shall bear its own costs, and mediation fees shall be shared equally.
13.5 Arbitration
(a) If the dispute remains unresolved after mediation, either party may submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) then in effect.
(b) Arbitration shall be conducted in Montgomery County, Alabama, before a single arbitrator selected by agreement of the parties or, failing agreement, in accordance with the AAA rules.
(c) The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could order, including specific performance, injunctive relief, or damages.
(d) Judgment on the arbitrator’s award may be entered in any court having jurisdiction.
13.6 Injunctive Relief
Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent unauthorized use, disclosure, or infringement of its intellectual property, confidential information, or other proprietary rights.
13.7 Continuing Obligations
All obligations regarding confidentiality, indemnification, limitation of liability, and payment of fees shall survive termination or expiration of this Agreement, regardless of dispute resolution outcomes.
14. MISCELLANEOUS
14.1 Notices
All notices, requests, demands, and other communications under this Agreement shall be in writing and delivered by:
(a) personal delivery;
(b) nationally recognized overnight courier;
(c) certified mail, return receipt requested; or
(d) email.
Notices shall be sent to the addresses specified in the Order Form or to such other addresses as either party may designate in writing. Notices are deemed effective upon receipt, except for email, which is deemed effective upon confirmation of delivery.
14.2 Assignment
Client may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Provider. Provider may assign or transfer this Agreement to any successor, affiliate, or acquirer without Client’s consent. Any attempted assignment in violation of this section shall be null and void.
14.3 Force Majeure
Neither party shall be liable for delays or failures in performance caused by acts beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, civil disturbance, labor disputes, pandemics, governmental actions, or failures of telecommunications or internet service providers. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.
14.4 Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
14.5 Entire Agreement
This Agreement, including all Order Forms, Service Orders, Exhibits, and incorporated policies, constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements, understandings, and communications, whether written or oral.
14.6 Waiver
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such right, power, or remedy.
14.7 Relationship of Parties
The parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, employer-employee relationship, or agency relationship between the parties. Neither party has authority to bind the other in any manner.
14.8 Survival
All provisions that, by their nature, should survive termination or expiration, including but not limited to Sections 7 (Data Protection and Confidentiality), 9 (Intellectual Property), 10 (Warranties and Disclaimers), 11 (Indemnification), 12 (Limitation of Liability), and 13 (Governing Law and Dispute Resolution), shall survive any termination or expiration of this Agreement.
14.9 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.
15. PILOT PROGRAM
15.1 Applicability
This Section applies only to customers granted access to an EchoIQ pilot or trial program (“Pilot”). If Client is not participating in a Pilot, this Section does not apply.
Client’s participation in the Pilot is governed by these Terms and this Section 15. In the event of a conflict between this Section and any other provision of these Terms, this Section controls solely with respect to the Pilot.
15.2 Pilot Terms
Pilot access is provided for 30 calendar days from the date EchoIQ grants access and ends automatically unless earlier terminated.
15.3 Pilot Scope
Pilot access is limited to:
Up to three (3) properties
Up to thirty (30) call uploads per property
Approved users only
Pilot access is non-transferable and may not be shared.
15.4 Permitted Use
The Services may be used during the Pilot solely for internal evaluation purposes. No resale, redistribution, or external disclosure is permitted.
15.5 Call Recording & Legal Compliance
Client represents it has obtained all required consents and has the legal right to upload all call recordings and complies with applicable recording and privacy laws.
15.6 Feedback
Client may provide feedback regarding the Services. EchoIQ may use such feedback without restriction or obligation.
15.7 Intellectual Property & License
EchoIQ retains all intellectual property rights. Client receives a limited, revocable, non-exclusive license to use the Services solely during the Pilot.
15.8 Use of Client Name and Logo
EchoIQ may identify Client as a Pilot participant using Client’s name and logo unless Client opts out in writing.
15.9 Conversion
There is no automatic conversion to a paid subscription. Continued access requires affirmative subscription.
15.10 Termination
EchoIQ may terminate Pilot access immediately and at any time for violation of these Terms.
15.11 No Warranties
Pilot access is provided “as is” without warranties of any kind.
15.12 Integrations and System Access
As a condition of participation in the Pilot, Client authorizes and agrees to allow The Leasing Masters LLC, doing business as EchoIQ (“EchoIQ”), to connect to, access, and integrate with Client’s third-party systems, platforms, or service providers (“Integrations”), including but not limited to call recording platforms, property management systems, or CRMs, to the extent reasonably necessary to provide the Services.
Client acknowledges and agrees that:
a) Authorization. Client has all rights and authority required to grant EchoIQ access to such systems and data and will provide any credentials, permissions, or approvals reasonably required.
b) Data Exchange. Client authorizes EchoIQ to access, transmit, receive, store, and process Client data through Integrations solely for the purpose of providing the Services.
c) Third-Party Responsibility. EchoIQ does not control and is not responsible for the availability, security, performance, or data practices of any third-party system or provider.
d) Compliance. Client is responsible for complying with all third-party terms, permissions, and applicable laws related to such Integrations.
e) No Guarantee. EchoIQ does not guarantee the availability, functionality, or continued support of any Integration and may modify or discontinue Integrations at any time without liability.
f) Condition of Access. Failure to provide or maintain required Integration access may result in suspension or termination of Pilot access.
