Master Services Agreement

This Master Services Agreement (this “MSA”) is made between Latchel, Inc., a Delaware corporation (“Latchel”), and the customer that purchases or uses the Latchel Services (identified on the Order Form where the Parties sign one) (“Property Manager”), together the “Parties” and each a “Party”.

Specific service terms and product details are set out in Order Forms. An Order Form may be a document the Parties sign, or the transaction by which Property Manager subscribes to and pays for the Latchel Services without signing one: section 13.a defines both. An Order Form becomes binding and is incorporated into this MSA on execution or, where the Parties sign no document, when Property Manager first subscribes to the Latchel Services. Each Order Form is governed by and incorporates this MSA and the Latchel Terms of Use at https://latchel.com/terms-of-use/ (together with this MSA and the Order Form, the “Agreement”).

Order of precedence. In the event of a conflict: first the Order Form, then this MSA, then the Terms of Use. This order controls notwithstanding any entire-agreement or modification provision in the Terms of Use.

Each Party agrees that the following terms govern each Order Form, whether or not signed, and Property Manager’s use of the Latchel Services.

1. Usage and access rights

1.a Right to use

Latchel will provide the Latchel Services to Property Manager as set out in the Order Form. Subject to this Agreement, Latchel grants Property Manager a worldwide, limited, non-exclusive, non-transferable right and license during the Term, solely for its internal business purposes and in accordance with Latchel’s documentation, to: (a) use the Latchel Services; (b) implement and configure them and, through its Account Administrator, permit Authorized Users to access and use them; and (c) access and use the documentation Latchel provides.

Property Manager will ensure that all Authorized Users comply with Property Manager’s obligations under this Agreement, and is responsible for their acts and omissions as though they were its own.

Direction and authorization. Where the Latchel Services include maintenance coordination or dispatch, Latchel performs them at Property Manager’s direction and under the rules, budget limits, authorizations and service provider preferences Property Manager configures, including any standing authorization Property Manager gives for emergencies. Property Manager decides what work is authorized and which service providers may be used, and Latchel does not select or engage service providers on its own account. Property Manager retains responsibility to its clients and property owners for the performance of maintenance work. This paragraph describes how the Latchel Services operate; it does not vary section 13.b.

1.b Restrictions

Property Manager will not, and will not permit its Authorized Users or others under its control to:

1. use the Latchel Services, or allow access to them, in a manner that circumvents contractual usage restrictions or exceeds Property Manager’s authorized use;
2. license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Latchel Services or documentation available to third parties except as this Agreement expressly permits;
3. access or use the Latchel Services or documentation to develop or operate products or services intended to be offered to third parties in competition with the Latchel Services, or allow a direct competitor of Latchel to access its account;
4. reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or trade secrets from the Latchel Services or the technology behind them;
5. use the Latchel Services or documentation to train, fine-tune, evaluate or develop any machine learning model or artificial intelligence system, or to perform text or data mining, except as Latchel expressly permits in writing;
6. use the Latchel Services or documentation in a way that violates or infringes a third party’s rights — contract, intellectual property, privacy or publicity — or that stores or transmits libelous, tortious or otherwise unlawful material, including material that is harassing, threatening or obscene;
7. fail to use commercially reasonable efforts to avoid interfering with or disrupting the integrity, operation or performance of the Latchel Services, or others’ use of them;
8. use the Latchel Services to create, use, send, store or run viruses or other harmful code, files, scripts or programs; or
9. use, or allow the use of, the Latchel Services in violation of section 13.f (Trade Restrictions).

1.c Suspension of access

Latchel may suspend any use of the Latchel Services, or remove or disable any account or content, that Latchel reasonably and in good faith believes violates this Agreement. Latchel will use commercially reasonable efforts to notify Property Manager before doing so, unless Latchel reasonably believes it is prohibited from doing so by law or legal process, or that delaying notice is necessary to prevent imminent harm to the Latchel Services or to a third party. Where notice is delayed, Latchel will give it once the restriction no longer applies.

1.d Trial usage

If Property Manager registers for a free trial, promotional offer or other limited offer (a “Trial”), additional terms presented at registration are incorporated into this Agreement. Data entered and configurations made during a Trial are permanently lost at the end of the Trial period unless Property Manager purchases the same Latchel Services the Trial covered.

2. Ownership

2.a Property Manager Data

As between the Parties, Property Manager Data is and remains owned by Property Manager. Nothing in this Agreement transfers ownership of Property Manager Data to Latchel, and the rights Property Manager grants Latchel in sections 3.a and 3.b are licenses only.

Property Manager grants Latchel the right to process, transmit, store and disclose Property Manager Data as sections 3 and 4 describe, subject to section 11.b (Required disclosure).

2.b Latchel Services

Latchel owns all right, title and interest in and to all copyrights, trademark rights, patent rights, database rights and other intellectual property in the Latchel Services and documentation, any improvements, design contributions or derivative works, and any knowledge or processes Latchel develops in connection with this Agreement. This includes the models, algorithms and machine learning systems Latchel develops, and any improvement to them, whether or not developed using De-identified Data — but does not include Property Manager Data itself, which section 2.a governs.

2.c Third-party services or materials

Property Manager may choose to obtain products, services or materials provided or supported by third parties (“Third-Party Services and Materials”) for use with the Latchel Services. Where a fee for Third-Party Services and Materials is billed through Latchel, Latchel will, during the Term, collect it from Property Manager and deliver it to the provider. Except as expressly provided, Latchel provides no other products or services in connection with them.

Property Manager authorizes Latchel to exchange data with Third-Party Services and Materials as necessary to deliver the Latchel Services. Any use of them, and any exchange of data between Property Manager and a third party even if via the Latchel Services, is solely between Property Manager and that third party. Latchel assumes no responsibility for, and disclaims any liability or obligation with respect to, Third-Party Services and Materials, which are provided under the applicable third-party license or separate agreement. Latchel does not represent or warrant that they are accurate, current, lawful in any jurisdiction, or appropriate for Property Manager’s purposes.

A third party may discontinue any part of its Third-Party Services or Materials at any time, and Property Manager engages with them at its own risk and may be subject to separate terms. Latchel may at any time discontinue allowing a third party to make a Third-Party Service or Material accessible through the Latchel Services, and will make a reasonable effort to give Property Manager at least 30 days’ notice before doing so.

3. Property Manager Data and service improvement

3.a Processing to provide and improve the Latchel Services

Property Manager is responsible for Property Manager Data (including personal data) as entered, supplied or used by Property Manager and its Authorized Users. Property Manager is solely responsible for determining the suitability of the Latchel Services for its business and for complying with data privacy and protection laws applicable to Property Manager Data and to its use of the Latchel Services.

Property Manager grants Latchel a non-exclusive, worldwide, royalty-free right to process Property Manager Data (including personal data) in order to:

1. provide, deliver and support the Latchel Services;
2. operate, maintain, secure, monitor, troubleshoot and improve the Latchel Services;
3. prevent, detect and investigate fraud, abuse, security incidents and unlawful activity;
4. verify Property Manager’s compliance with section 1.b (Restrictions);
5. create De-identified Data as section 3.b describes; and
6. comply with law and with Property Manager’s documented instructions.

3.b Service data, De-identified Data and model improvement

Definition. “De-identified Data” means data derived from Property Manager Data or from use of the Latchel Services that cannot reasonably be used to infer information about, or otherwise be linked to, an identified or identifiable natural person or a particular household. It includes aggregated and statistical data.

Latchel’s commitments as to De-identified Data. Latchel will (i) take reasonable measures to ensure De-identified Data cannot be associated with a natural person or household; (ii) publicly commit to maintain and use De-identified Data only in de-identified form and not attempt to re-identify it, except that Latchel may attempt re-identification solely to test the effectiveness of its de-identification; and (iii) contractually obligate any recipient of De-identified Data to the same commitments, to a prohibition on re-identification, and to a prohibition on creating any voiceprint, faceprint or other biometric identifier from it or attempting to identify any natural person from it, including by voice. De-identification may be performed by Latchel or by a subprocessor acting on Latchel’s behalf under contract, bound by obligations at least as protective as those in section 4.b.

Rights granted. Property Manager grants Latchel a non-exclusive, worldwide, royalty-free, perpetual and irrevocable right to:

1. Within Property Manager’s own relationship. Use Property Manager Data, and data derived from Property Manager’s and its Authorized Users’ use of the Latchel Services, to provide, support, secure and improve the Latchel Services as provided to that Property Manager — including quality review, evaluation, testing, troubleshooting, configuration, and retrieval and context scoped to that Property Manager;
2. De-identification. Create De-identified Data from any of the foregoing;
3. Across customers, in de-identified form only. Use De-identified Data, and only De-identified Data, to develop, train, test, tune, evaluate, validate and improve models, algorithms and machine learning systems that are or may be made available to other customers or to the public, and to develop new features, products and services; and
4. Commercialization. Use, reproduce, distribute, share, license, sublicense and otherwise commercialize De-identified Data for any lawful business purpose, including industry analysis, benchmarking, analytics, research, marketing, and the development, training and evaluation of models — including by third parties acting for Latchel or under license from Latchel.

Limits on this grant.

1. No transfer of ownership. This section grants licenses. Property Manager retains ownership of Property Manager Data, and Latchel acquires no ownership of it by exercising these rights.
2. No disclosure in identifiable form. Latchel will not share, license or sell Property Manager Data in a form that identifies Property Manager, an Authorized User, a resident, a property owner or any other natural person, except as section 4 or an Order Form permits, or as required by law. Data shared, licensed or commercialized under clause (iv) above is De-identified Data only.
3. No cross-customer use of identifiable data. Latchel will not use Property Manager Data in identifiable form to develop, train or improve any model, feature or service made available to another customer, and will not make Property Manager Data available through retrieval or context in another customer’s use of the Latchel Services. Personal information is de-identified or aggregated before it is used to train any model, not merely before it is disclosed. This limit does not restrict use of a service provider’s own business and performance information, including work history and ratings, which the service provider licenses to Latchel directly under Terms of Use, section 8.b.
4. No biometrics. Latchel will not create a voiceprint, faceprint or other biometric identifier from Property Manager Data, and will not use voice or image data to identify an individual biometrically.
5. Order Form limits. If an Order Form restricts these rights, the Order Form controls.

Survival. The rights in this section 3.b, and Latchel’s ownership of anything developed under them, survive termination or expiration of this Agreement as to De-identified Data and as to models and improvements already developed. De-identified Data is not personal data and is not subject to the return and deletion obligations in section 7.e.

4. Data protection and privacy

4.a Roles

For personal information contained in Property Manager Data, Property Manager is the “business” or “controller” and Latchel is the “service provider” or “processor” as those terms are used in applicable United States privacy law, including the California Consumer Privacy Act as amended.

4.b Service provider commitments

Latchel will:

1. process personal information contained in Property Manager Data only for the business purposes set out in section 3 and in the Order Form, and only on Property Manager’s documented instructions;
2. not sell or share that personal information as those terms are defined in applicable law;
3. not retain, use or disclose it outside the direct business relationship between the Parties, or for any purpose other than those specified, except as law permits;
4. not combine it with personal information received from another source, except as law permits a service provider to do;
5. impose obligations at least as protective as these on any subcontractor or subprocessor it engages, and remain responsible for their performance;
6. notify Property Manager promptly if Latchel determines it can no longer meet its obligations under applicable privacy law; and
7. on reasonable notice and not more than once in any 12-month period, provide information reasonably necessary for Property Manager to confirm Latchel’s compliance with this section, and take reasonable steps to stop and remediate any unauthorized use of personal information.

Nothing in this section limits Latchel’s rights in section 3.b. Those rights are drawn to what applicable law permits a service provider to do: clause (i) is improving the Latchel Services as provided to Property Manager, and clauses (ii) to (iv) operate on De-identified Data, which is not personal information. Property Manager Data in identifiable form is never used to develop, train or improve a model, feature or service made available to another customer.

4.c Property Manager notices and consents

Property Manager represents and warrants that it has provided all notices and obtained all rights, permissions and consents necessary for Latchel to receive Property Manager Data and to process it as this Agreement describes — including as section 3.b describes — from and in respect of:

1. its residents and tenants;
2. the property owners it represents;
3. its own service providers, vendors and contractors whose information it enters into the Latchel Services; and
4. its employees, agents and Authorized Users.

This includes any notice or consent required for the recording and transcription of calls, for the sending of text messages, and for automated or AI-assisted handling of maintenance requests. Property Manager will promptly notify Latchel if a consent is withdrawn or a notice is found to be insufficient, and will not enter into the Latchel Services any personal information it does not have the right to provide.

4.d Requests from individuals

Property Manager is responsible for responding to requests from residents, property owners, its own service providers, its employees and other individuals to exercise rights of access, correction, deletion, portability or opt-out in respect of personal information contained in Property Manager Data.

If Latchel receives such a request directly, Latchel will not respond substantively on its own behalf. Latchel will identify the relevant Property Manager where it can, forward the request to Property Manager, and inform the individual that it has done so. Latchel will provide reasonable assistance, at Property Manager’s reasonable cost where the assistance is more than incidental, to enable Property Manager to respond, and will give effect to Property Manager’s instructions in respect of the request.

This section does not apply to personal information Latchel collects in its own right as a business — for example a resident’s direct enrollment in and payment for a resident benefits package, or an account a service provider creates with Latchel directly. Latchel handles those requests itself under the Latchel Privacy Policy.

4.e Security and incident notification

Latchel will maintain administrative, technical and physical safeguards appropriate to the nature of the personal information it processes, including encryption in transit, access controls and logging.

Latchel will notify Property Manager without undue delay, and in any event within five business days, after confirming a security incident that resulted in the unauthorized acquisition of or access to Property Manager Data, and will provide the information reasonably available to it so that Property Manager can meet its own notification obligations. Latchel’s initial notice may be preliminary and will be supplemented as the investigation proceeds. Latchel will cooperate reasonably in the investigation and remediation.

4.f Subprocessors

Latchel uses subprocessors, including cloud hosting, telephony and messaging, and payment processing providers, to deliver the Latchel Services. Latchel maintains a current list of subprocessors and will provide it on written request.

5. Payment and fees

1. Where the Parties sign an Order Form, Property Manager must register a valid payment method in Latchel’s billing software at least 10 days before the Billing Start Date. Where the Parties sign no Order Form, Property Manager must register one before Latchel first provides the Latchel Services. Property Manager must add a new payment method before removing a prior one. Latchel may charge any registered payment method for amounts overdue.
2. Latchel may charge processing or convenience fees on payment methods other than ACH with autopay.
3. Latchel may assess late charges equal to the lesser of one and one-half percent (1.5%) of the unpaid balance per month or the highest rate applicable law permits. Property Manager is responsible for reasonable attorneys’ fees, costs and expenses Latchel incurs collecting amounts not paid when due. If Property Manager fails to pay when due, then without limiting its other rights or remedies Latchel may suspend performance of the affected Latchel Services until it receives all past due amounts.
4. Latchel may charge usage fees on communication channels including SMS, voice calls and video calls.
5. Latchel may increase fees on renewal of an Order Form. Latchel will give Property Manager written notice of any increase applying to a renewal period at least 30 days before the date by which Property Manager must give notice to decline renewal — that date being the one stated in the Order Form, or the one in section 7.a where the Order Form does not state it. Property Manager therefore always has at least 30 days after learning the renewal price in which to decline renewal, whatever notice period its Order Form sets. Where the renewal period is one month or shorter, Latchel will instead give at least 30 days’ written notice before the increase takes effect, and Property Manager may decline renewal at any time before that date, notwithstanding the notice period in section 7.a.

6. Taxes

All payments required by this Agreement are stated exclusive of taxes and similar assessments (“Taxes”). Property Manager is responsible for and bears Taxes associated with its purchase of, payment for, access to or use of the Latchel Services, other than Taxes on Latchel’s income.

7. Term and termination

7.a Term and renewal

The term of an Order Form begins on the Effective Date and continues for the period stated in the Order Form or, where the Order Form does not state a period, for one month, together with any renewal periods (the “Term”). This MSA continues for as long as an Order Form referencing it remains in effect. Termination or expiration of one Order Form does not affect any other. Before the Billing Start Date Latchel may, by mutual agreement, begin providing implementation and transition support and give Property Manager access to the Latchel Services, governed by this Agreement.

Renewal. The Order Form states the renewal terms and the notice each Party must give to decline renewal. Where the Order Form does not state them, the Order Form renews automatically for successive periods equal to the initial term, and either Party may decline to renew by giving written notice before the end of the then-current period: at least 30 days before, where that period is one month or shorter, and at least 60 days before in every other case. Notice given later than that takes effect at the end of the following period.

The committed term is a commitment. Property Manager has no right to terminate this Agreement or an Order Form for convenience during a committed term, and remains obligated for the fees covering it. Property Manager’s rights to end the Agreement are its rights under section 7.b and its right to decline renewal under this section. Latchel is under a comparable constraint: apart from its rights under sections 7.b and 7.c, Latchel may end an Order Form only on the notice and refund terms in section 7.d.

7.b Termination for breach or insolvency

If either Party materially breaches or defaults on any obligation under this Agreement, the other may terminate this Agreement in its entirety on written notice, unless the breach is cured within 30 days after the defaulting Party receives that notice. Either Party may terminate this Agreement in its entirety on written notice if the other becomes the subject of a bankruptcy petition or any insolvency, receivership or liquidation proceeding, in any jurisdiction, that is not dismissed within 60 days of commencement, or makes an assignment for the benefit of creditors.

7.c Termination for cause by Latchel

In addition to its rights under section 7.b, Latchel may terminate this Agreement or an Order Form on written notice to Property Manager if:

1. continued performance would violate applicable law, or an order of a court or government agency;
2. continued performance would create a material risk to Latchel, its personnel, its service providers or a third party, including a risk to safety;
3. Property Manager or its Authorized Users abuse, harass or threaten Latchel personnel or service providers; or
4. fees remain unpaid 15 days after Latchel gives written notice of non-payment.

Termination under this section does not entitle Property Manager to a refund of prepaid fees.

7.d Discontinuance of services

Latchel may discontinue the Latchel Services, or a material part of them, on 90 days’ written notice to Property Manager. On the effective date, the affected Order Form terminates — or, where only part of the Latchel Services is discontinued, the affected part of the Order Form terminates and the remainder continues with the fees reduced proportionately. Latchel will refund any prepaid fees covering the period after the effective date on a pro-rata basis.

This section allows Latchel to stop offering a service or a material feature. Latchel may also end an individual Order Form on the same 90 days’ written notice and the same pro-rata refund of prepaid fees, where Latchel determines in good faith that continued performance is not commercially reasonable. Latchel has no other right to terminate an Order Form for convenience, and no shorter notice period applies.

7.e Post-termination obligations

If this Agreement expires or is terminated:

1. Property Manager will pay Latchel any amounts accrued before, and unpaid as of, the effective date;
2. liabilities of either Party accrued before that date survive;
3. licenses and use rights granted to Property Manager in the Latchel Services and Latchel intellectual property terminate immediately;
4. Latchel’s obligation to provide further Latchel Services, and to provide further Third-Party Services or Materials, terminates, except for services expressly to be provided after termination; and Latchel may provide Property Manager’s contact information to a provider of Third-Party Services or Materials for collections;
5. Data export. On Property Manager’s written request made within 60 days after the effective date, Latchel will provide Property Manager Data in a commonly used machine-readable format.
6. Return and deletion. On Property Manager’s written request made within 60 days after the effective date, Latchel will return or delete Property Manager Data, at Property Manager’s election, within 60 days of the request — or, where the request covers data held across multiple systems, as promptly as reasonably practicable and in any event within 90 days. Absent a request, Latchel will delete Property Manager Data in the ordinary course of business, consistent with its internal retention schedule. This obligation does not apply to (i) data Latchel must retain to comply with law or a legal, tax, accounting or audit obligation; (ii) data subject to a litigation hold; (iii) data residing in backups, which are overwritten on their ordinary cycle and remain subject to section 11 until then; or (iv) De-identified Data, which section 3.b governs and which survives; and
7. sections 1.b, 2, 3.b, 4 (for as long as Latchel holds Property Manager Data in identifiable form), 5, 6, 7.e, 8.b, and 9 through 13 survive.

8. Warranties and disclaimers

8.a Mutual representations and warranties

Each Party represents and warrants that (a) this Agreement has been duly executed and delivered and is a valid and binding agreement enforceable against it in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with its execution, delivery or performance.

8.b Disclaimer

9. Third-party claims

Property Manager will indemnify Latchel and its employees, directors, agents and representatives (the “Indemnified Parties”) from, and defend them against, any actual or threatened third-party claim, third-party legal action, or administrative agency action or proceeding (each a “Claim”) to the extent arising from or related to:

1. use of the Latchel Services by Property Manager, its Account Administrator or its Authorized Users in violation of this Agreement, Latchel’s documentation, or applicable law;
2. any breach by Property Manager of section 1.b (Restrictions), section 4.c (Property Manager notices and consents), or section 11 (Confidentiality); or
3. the nature and content of Property Manager Data processed by the Latchel Services, including any claim that Property Manager lacked the rights, permissions or consents section 4.c requires.

10. Limitations of liability

10.a Exclusion of damages

10.b Limitation of liability

10.c Independent allocations of risk

Each provision of this Agreement providing for a limitation of liability, disclaimer of warranties or exclusion of damages is an agreed allocation of risk between the Parties, reflected in the pricing Latchel offers, and is an essential element of the basis of the bargain. Each is severable and independent of the others and applies even if a warranty fails of its essential purpose.

11. Confidentiality

11.a Restricted use and nondisclosure

During and after the Term, Recipient will (a) use the other Party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose it to a third party except on a need-to-know basis to its affiliates, attorneys, auditors, consultants and service providers who are under confidentiality obligations at least as restrictive as these; and (c) protect it from unauthorized use and disclosure to the same extent it protects its own Confidential Information of a similar nature, using no less than a reasonable degree of care.

11.b Required disclosure

If Recipient is required by law to disclose the other Party’s Confidential Information or the terms of this Agreement, Recipient will give prompt written notice before disclosing, unless prohibited from doing so by legal or administrative process, and will cooperate with the disclosing Party to obtain, where reasonably available, an order protecting the Confidential Information from public disclosure.

11.c Ownership

As between the Parties, all Confidential Information Recipient receives from the disclosing Party, including copies in any medium in Recipient’s possession or control, is proprietary to and exclusively owned by the disclosing Party. Nothing in this Agreement grants Recipient any right, title or interest in it. Incorporating the disclosing Party’s Confidential Information into Recipient’s own materials does not render it non-confidential.

11.d Remedies

Recipient acknowledges that an actual or threatened breach of this section 11 may cause irreparable, non-monetary injury to the disclosing Party, the extent of which may be difficult to ascertain. The disclosing Party is therefore entitled, but not required, to seek injunctive relief in addition to all remedies available at law or in equity. Absent the disclosing Party’s written consent to the disclosure, Recipient bears the burden of proving that the Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this section 11.

12. Governing law and venue

This Agreement is governed by the laws of the State of Delaware, without reference to its choice-of-law rules. The Parties irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in New Castle County, Delaware, for adjudicating any dispute arising out of this Agreement. Either Party may at any time seek appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding its intellectual property rights.

Each Party irrevocably waives, to the fullest extent permitted by law, any right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

This section, and not section 28 of the Terms of Use, governs disputes between Latchel and Property Manager under this Agreement. This is a negotiated commercial agreement between businesses; the consumer arbitration provisions of the Terms of Use do not apply to it.

13. General

13.a Definitions

Account Administrator

An Authorized User assigned and expressly authorized by Property Manager as its agent to manage Property Manager’s account.

Authorized User

An individual natural person registered by Property Manager to use the Latchel Services. An Authorized User must be identified by a unique email address and user name, and two or more people may not use the Latchel Services as the same Authorized User. If an Authorized User is not an employee of Property Manager, use is permitted only if that person is under confidentiality obligations with Property Manager at least as restrictive as those in this Agreement and is accessing the Latchel Services solely to support Property Manager’s internal business purposes.

Billing Start Date

The date stated in the Order Form or, where the Order Form states none, the Effective Date.

Confidential Information

(a) for Latchel, any documentation or pricing regarding the Latchel Services; (b) for Property Manager, Property Manager Data; (c) any other information of a Party disclosed in writing or orally and designated confidential or proprietary at the time of disclosure to the receiving Party (“Recipient”) — and, for oral disclosures, summarized in writing and delivered to Recipient within 30 days of the initial disclosure — or that Recipient would clearly understand to be confidential given its nature; and (d) the specific terms and conditions of the Agreement. Confidential Information does not include information that (i) became generally known to the public through no fault or breach of this Agreement by Recipient; (ii) was rightfully in Recipient’s possession at the time of disclosure without restriction; (iii) was independently developed by Recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) was rightfully obtained by Recipient from a third party not under a duty of confidentiality and without restriction.

De-identified Data

As defined in section 3.b.

Effective Date

The date stated in the Order Form or, where the Order Form states none, the earlier of the date Property Manager first subscribes to the Latchel Services and the date Latchel first gives Property Manager access to them.

Latchel Services

The products and services identified on the Order Form, including maintenance coordination and dispatch, the AI front office, resident and property manager portals, resident benefits programs, and the software supporting them.

Order Form

The pricing and Latchel Services Property Manager has selected, set out either in (a) a document signed by Latchel and Property Manager, or (b) where the Parties sign no such document, Property Manager’s completed transaction subscribing to the Latchel Services: the plan, services, pricing, billing frequency and start date shown at checkout, in the quote or proposal Property Manager accepted, or in Latchel’s invoices and billing records. That transaction is the Order Form for that purchase. Where an Order Form does not state a term or the notice required to decline renewal, section 7.a supplies them.

Property Manager Data

Any content, materials, data and information that Property Manager or its Authorized Users enter into the Latchel system, and any content, materials, data and information about Property Manager’s residents, properties, owners and vendors that Property Manager provides to Latchel or that is generated in the course of providing the Latchel Services to Property Manager. Property Manager Data does not include any component of the Latchel Services or material provided by or on behalf of Latchel, and does not include De-identified Data.

13.b Relationship

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship. Except as set out in this Agreement, nothing in it is intended to give rise to any third-party beneficiary.

13.c Assignability

Property Manager may not assign its rights or obligations under this Agreement without Latchel’s prior written consent. Either Party may assign to an affiliate as part of a reorganization, or to a purchaser of its business entity or of substantially all of its assets or of the business to which the rights and obligations pertain, without the other Party’s consent, provided that the assignee is bound by this Agreement and, where Property Manager is the assigning Party, that the purchaser is not insolvent or otherwise unable to pay its debts as they become due and is not a competitor of Latchel. Any other attempted transfer is void.

13.d Notices

Any notice under this Agreement must be in writing. Notice may be given by email: from Latchel, to the notice or billing email address on the Order Form or on Property Manager’s account; from Property Manager, to legal@latchel.com. Notice may also be given through the Latchel Services, or by certified or registered mail or a nationally recognized overnight courier to the appropriate Party at the address on the Order Form, with a copy in Latchel’s case to:

Latchel, Inc.
Attn: Legal
1111B S Governors Ave, STE 6677
Dover, DE 19904
United States
legal@latchel.com

Each Party consents to service of process by registered mail. Either Party may change its address for notice by giving notice under this section. Notices are deemed given one business day after sending by email, unless the sender receives an automated notice that delivery failed; on receipt if delivered through the Latchel Services; two business days after mailing; or one business day after delivery to a courier.

13.e Force majeure

If either Party is prevented from performing any obligation under this Agreement by a cause beyond its reasonable control — including war, fire, earthquake, flood, hurricane, riot, acts of God, or a telecommunications outage not caused by the obligated Party (a “Force Majeure Event”) — that Party’s performance is excused and the time for performance extended for the period of the delay, provided that it (a) gives prompt notice of the nature and expected duration; (b) uses commercially reasonable efforts to mitigate; (c) gives periodic notice of developments; and (d) gives prompt notice when it ends. Obligations to pay are excused only to the extent payment is entirely prevented.

13.f Trade restrictions

The Latchel Services and documentation, and derivatives of them, are subject to the export control and sanctions laws of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories (“Trade Restrictions”).

Each Party will comply with all applicable Trade Restrictions, and represents that it is not a Restricted Party and is not owned or controlled by, or acting on behalf of, a Restricted Party. “Restricted Party” means any person or entity that is (a) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including OFAC’s List of Specially Designated Nationals and Blocked Persons, the U.S. State Department’s Nonproliferation Sanctions lists, and the U.S. Commerce Department’s Entity List or Denied Persons List, consolidated at the Consolidated Screening List; or (b) subject to end-destination export control regulations, including the U.S. Export Administration Regulations and EU Regulation 2021/821.

Property Manager is solely responsible for complying with Trade Restrictions applicable to its own or its affiliates’ or Authorized Users’ content or Property Manager Data transmitted through the Latchel Services, and will not permit any Authorized User to access, use or make the Latchel Services available to any Restricted Party or from within a country or territory subject to comprehensive U.S. sanctions.

13.g Publicity

Neither Party will refer to the other in promotional material, publications, press releases or other publicity relating to the Latchel Services without the other’s prior written consent, except that Latchel may use Property Manager’s name and logo for the limited purpose of identifying Property Manager as a customer, and may publish a case study, customer story or testimonial naming Property Manager where Property Manager has approved that specific piece in writing.

13.h Waiver

A Party’s waiver of a breach of any provision does not waive any other breach. A Party’s failure to insist on strict performance is not a waiver of its right to demand strict compliance in the future, nor a novation of this Agreement.

13.i Severability

If any part of this Agreement is found illegal, unenforceable or invalid, the remaining portions remain in full force and effect.

13.j Entire agreement

This Agreement is the final, complete and exclusive expression of the agreement between the Parties regarding the Latchel Services provided under it. It supersedes and replaces, and the Parties disclaim reliance on, all previous oral and written communications, representations, proposals, understandings and negotiations on the subject matter, including any confidentiality agreement pertaining to the Latchel Services under this Agreement, and applies to the exclusion of any other terms Property Manager seeks to impose or incorporate or that are implied by trade, custom, practice or course of dealing.

13.k Amendment

This MSA and any Order Form may be amended by a written instrument signed by both Parties.

Updates on renewal. Latchel may also update this MSA by posting a revised version at https://latchel.com/terms-of-use-msa/. A revised version governs a renewal period only if Latchel gave Property Manager written notice of it at least 30 days before the date by which Property Manager must give notice to decline renewal, that date being the one stated in the Order Form or the one in section 7.a where the Order Form does not state it. Where Latchel does not give that notice, the version in effect at the start of the then-current period continues to govern the renewal period. No revised version of this MSA applies retroactively or during a period already under way, and Property Manager’s remedy if it does not accept a revised version is to decline renewal. Where the renewal period is one month or shorter, Latchel will instead give at least 30 days’ written notice before the revised version takes effect, and Property Manager may decline renewal at any time before that date, notwithstanding the notice period in section 7.a.

A revised version does not change the pricing, term or other commercial terms of an Order Form, and does not override a term the Parties negotiated in an Order Form or in a signed amendment, which continues to control.

Changes Latchel posts to the Terms of Use apply as the Terms of Use provide, subject always to the order of precedence stated at the top of this MSA: nothing posted to the Terms of Use amends this MSA or an Order Form.