Lula Standard Terms and Conditions

These Lula Smarter Property Maintenance, Inc (“Lula”, “we” or “us”) Standard Terms and Conditions (“Terms and Conditions”) are entered into as of the Effective Date as set forth on the applicable Order Form and govern the relationship between Lula and the Customer (each individually a “Party” and collectively the “Parties”) executing the respective Order Form to which these Terms and Conditions are incorporated (together with all other Documentation the “Agreement”).

1. Services

Lula offers a service which connects professional service providers (“Pros”) that provide maintenance and repair services (“Maintenance & Repair Services”) and make ready services (“Make Ready Services”, together with Maintenance & Repair Services, the “Services”) to Customers. The Services are provided in part through the Lula web-based portal (the “Platform”).

2. Agreement and Compliance

By using the Services, Customer agrees to be bound by these Terms and Conditions. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity (such as a trust or limited liability company of which you are a member), you represent and warrant that you have the authority on behalf of such entity to access and use the Platform and the Services. Customer agrees that activities performed under the Agreement, including residential construction, maintenance, and make ready services, may be regulated by state and local laws, rules, and regulations. Customer will comply with applicable laws, rules, and regulations related to the Agreement and Customer’s use of the Services. Customer shall (a) be responsible, at its expense, for obtaining its own internet access, and any required hardware, software, or other technology to connect to Platform, (b) be responsible for its use and decisions relating to the Services, (c) prevent unauthorized access to or use of the Services and unauthorized disclosure of Lula’s IP, and notify Lula promptly of any such unauthorized access or use, and (d) use the Services and Platform only in accordance with applicable laws and Documentation.

3. Fees and Payments

In consideration for Services, Customer will pay to Lula, without offset or deduction, the fees and expenses described in the applicable Order Form. Lula reserves the right to withhold access to the Services under the Agreement until all outstanding fees have been paid. The fees and other amounts payable by Customer to Lula do not include any taxes of any jurisdiction that may be assessed or imposed upon the Services, excluding only taxes based upon Lula’s income. Customer will directly pay any such taxes assessed. Customer will indemnify, defend, and hold Lula harmless from any such taxes, fines, or interest that Customer is responsible under this Agreement or applicable law (except for taxes on Lula’s income). All fees and other amounts payable by Customer under the Agreement are non-refundable and non-cancellable, except as otherwise expressly provided in the Order Form. Any fees not timely paid will automatically incur an additional 5% late payment fee. The late payment fee will compound monthly. This means that each month, the late payment fee will be calculated on the sum of the outstanding principal balance and any previously accrued but unpaid late payment charges.

4. Intellectual Property Ownership

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials related to the Platform or delivered on or through the Order Form (“Lula IP”) shall be owned by Lula.

5. Platform License

Subject to any restrictions herein or as set forth in our policies, guides, and manuals as updated and amended from time to time (the “Documentation”) Lula grants Customer, a limited, non-exclusive, non-transferable right for Customer to access and use the Services for the purposes set forth in this Agreement and solely in connection with Customer’s use of the Platform and Services (the “License”). This License terminates upon Customer’s cessation of use of the Platform or Services or upon the end of the Term. All rights not expressly granted to Customer are reserved by Lula and its licensors or other providers. There are no implied rights.

6. Onboarding

Lula shall, subject to the terms of the applicable Order Form, perform commercially reasonable on-boarding activities in accordance with, and as set forth under, the Order Form. All fees, costs, and other expenses arising from or related to implementation or onboarding activities shall be set forth in the Order Form.

7. User Account Rules

To access the Platform, you must create an administrative user account (“Admin Account”) and each individual you authorize to use the Platform must create an individual user account (“User Account”) (each an “Account” and collectively “Accounts”). All Accounts must provide us with truthful, accurate, complete, and current Account information and keep this information up to date. We may suspend or terminate any Account which fails to do so. To protect your Accounts, you must keep your Account details and password confidential. Notify us right away if you detect any unauthorized use, or if you know of or suspect a breach. You are responsible for all activities that occur under your Admin Account or any User Account linked to that Admin Account. By establishing an Account or accessing the Services, Customer represents and warrants that: (a) Customer is legally permitted to use the Services in their jurisdiction or in the jurisdiction in which the use of Services occurs, (b) Customer will not (or attempt to) purchase, sell, rent, or give away any of its Accounts, or create an Account using a false identity or information, (c) Customer will not engage in any automated use of the Services, including through the use of any code, software, scripts, robots, or similar automatic devices, to “crawl,” “scrape” or “spider” the Services or otherwise to copy, distribute, or misappropriate any information or other content from the Services, including violating Lula’s Intellectual Property Rights, (d) Customer will not resell, lease, distribute, transfer, or otherwise make available the Services on a time-sharing or service bureau basis, (e) Customer will not decompile, disassemble, or reverse engineer the Services, in whole or in part, (f) Customer will not use or reference the Services to develop or offer a competing service or product, and (g) Customer will not make the Services available to any third-party other than as contemplated by the Agreement.

(a) Customer is legally permitted to use the Services in their jurisdiction or in the jurisdiction in which the use of Services occurs,

(b) Customer will not (or attempt to) purchase, sell, rent, or give away any of its Accounts, or create an Account using a false identity or information,

(c) Customer will not engage in any automated use of the Services, including through the use of any code, software, scripts, robots, or similar automatic devices, to “crawl,” “scrape” or “spider” the Services or otherwise to copy, distribute, or misappropriate any information or other content from the Services, including violating Lula’s Intellectual Property Rights,

(d) Customer will not resell, lease, distribute, transfer, or otherwise make available the Services on a time-sharing or service bureau basis,

(e) Customer will not decompile, disassemble, or reverse engineer the Services, in whole or in part,

(f) Customer will not use or reference the Services to develop or offer a competing service or product,

(g) Customer will not make the Services available to any third-party other than as contemplated by the Agreement.

8. Evaluation Services

If you are provided access to the Platform or to features or functionality of the Services for evaluation, trial, proof of concept, or similar purposes you must use the Platform appropriately in good faith for its intended purpose. Your use of the Platform is only permitted for 90 days (unless we specify otherwise in an accompanying Order Form). Use of the Platform is at your own risk. Unless we agree, you will not have access to the Platform or to any data in the Platform after your authorized use period ends. The Platform is provided “AS IS” without indemnification, support, service level commitment, or warranty of any kind, express or implied. Our aggregate liability (excluding indirect damages, for which we expressly disclaim all liability) for any claim arising from your use during the evaluation of the Platform will not exceed $1,000 USD.

9. Jobs

Each instance of Maintenance & Repair Services or Make Ready Services (each a “Job”) is provided through the Platform which allows you to initiate new Jobs or check on the status of a Job for Customer’s properties (each a “Unit”). Each Job will need to be generated through a separate application (“Job Request”). After creation of a Job Request, Customer will be provided a quote (“Quote”) with the estimated cost and timeline for completion of the Job. Customer is responsible for timely reply to any request for follow up information or make any changes to any Quote provided through the Platform. Quotes are valid for twenty-four (24) hours after delivery of Quote to Customer, unless otherwise set forth in the Order Form. Customers are not required to accept any Quote, however once accepted Customer is responsible for paying for the cost of the Job subject to the payment terms of the Agreement.

10. Impairments on Services

Depending on the Job, the Services may require a certain level of access to the Unit be provided by you. If a Pro is unable to complete the Job within the scheduled Job time due to your failure to have an individual present within a reasonable time of the scheduled Job arrival time, Lula reserves the right to either cancel the Job or charge an additional service fee at Lula’s sole and absolute discretion (but not to exceed $100) for such delay or failure to provide necessary access.

11. Service Provider Relationships

Lula provides the Services using its network of Pros which Lula onboards to the Platform and manages through the Platform and Lula Pro App. Lula’s relationships with the Pros are valuable assets of Lula which Customers are put into positions of trust to interact with as necessary to complete the Jobs. Therefore, you agree that for the Term of this Agreement, and for a period of one (1) year following the Term of this Agreement, you agree that you will not solicit, induce, influence, or encourage any Pro to alter, terminate, or breach its contractual relationship with Lula, or solicit the business of such Pro to provide goods or services that are similar to the Services or that would compete with the goods and services offered by Lula. Notwithstanding the foregoing, nothing in this section restricts you from soliciting services in the normal course of your business (such as through general advertisements), so long as you do not use any Confidential Information (as defined below) in such advertisements and such solicitations are not directed at any Lula Pro. You agree that while interacting with any Lula Pros, that you shall communicate and operate in a commercially reasonable manner that would not damage Lula’s relationship with any Lula Pro.

12. Term and Termination

The term (“Term”) of the Agreement shall commence on the Effective Date as set forth in the applicable Order Form and, unless, earlier terminated as set forth herein, shall continue as specified in the applicable Order Form including any renewal terms set forth therein. Either Party may terminate upon thirty (30) days advance notice for the uncured material breach of the other Party or as expressly provided otherwise in the Agreement. Lula may terminate the Agreement and any Order Form, in its sole discretion, upon fifteen (15) days’ notice to Customer. Lula may suspend or terminate Customer’s access to the Services, at any time in its sole discretion, with or without notice if there is a change to applicable law or regulations that restrict or prohibit the offering of the Services or Lula reasonably believes Customer has violated this Agreement. Any terms and conditions, including without limitation payment obligations, disclaimers, Lula’s Intellectual Property Rights, and limitations of liability, will continue to apply after termination or expiration as necessary to give effect to the intent of the Agreement.

13. Disclaimer and Limitation

13.1 Disclaimer

EXCEPT AS SET FORTH IN AN ORDER FORM, LULA MAKES NO WARRANTIES TO YOU AND HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. YOUR USE OF THE PLATFORM AND SERVICES (INCLUDING YOUR USERNAME, PASSWORD, AND OTHER PERSONAL INFORMATION) IS AT YOUR OWN RISK. NEITHER LULA NOR ANY PERSON ASSOCIATED WITH LULA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER LULA NOR ANYONE ASSOCIATED WITH LULA REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM, OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE APPLICATIONS OR ANY ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

13.2 Limitation of Liability

IN NO EVENT SHALL LULA, ITS LICENSORS, PROS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM OR SERVICES, OR FOR ANY LOSS, CORRUPTION, OR THEFT OF DATA ENTERED INTO THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LULA OR ITS AFFILIATES OR PROS HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR DIRECT DAMAGES IN AMOUNTS THAT EXCEED TEN THOUSAND DOLLARS IN THE AGGREGATE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR LULA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Indemnification

Customer shall indemnify, defend and hold harmless Lula, including its officers, employees, and agents, against any and all loss, damage, or expense (including reasonable legal fees related to the defense of any claim) incurred by Lula as a result of any third-party claim, action, or proceeding arising out of or related to: (a) Customer’s misuse of the Services; (b) Customer’s actual or alleged violation of this Agreement; (c) Customer’s infringement or violation of any intellectual property, proprietary, or privacy rights of any third-party; (d) injury to person or property arising from Customer’s negligence, bad faith, willful misconduct, or reckless disregard relating to this Agreement or the Services; or (e) Customer’s actual or alleged violation of applicable law or regulation in connection with the Services.

15. Customer Data

Customer is responsible for Customer’s data and other content that it provides to Lula in connection with its use of the Services, including any personally identifiable information of any Account (“Customer Data”). Customer is solely responsible for the legality, reliability, integrity, accuracy and quality of the Customer Data. Customer represents, warrants, and covenants that is has secured all necessary rights, licenses, and authorizations from any required third parties to provide Lula the Customer Data for the purposes set forth hereunder. In no event will Lula be responsible for any loss, destruction, alteration or disclosure of Customer Data. Customer hereby grants all rights and permissions in or relating to the Customer Data to Lula as is necessary or useful to provide the Services, and for Lula to enforce this Agreement and exercise its rights hereunder. Notwithstanding anything to the contrary, Lula shall have the right to collect and analyze Customer Data and other information relating to the provision, use and performance of various aspects of the Platform (including, without limitation, information concerning Customer Data and data derived therefrom), and Lula will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the performance of the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business, in each case, to the extent permitted by applicable law, rule or regulation.

16. Confidential Information

Lula may disclose or make available to you non-public proprietary and confidential information of Lula, our Pros, and their affiliates (including personal information of such individuals, Lula’s Intellectual Property Rights, and trade secrets) (“Confidential Information”). You shall: (a) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as you would protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than to perform your obligations under this Agreement for the delivery of the Services; and (c) not disclose any such Confidential Information to any person or entity, except to the your employees or contractors with a need to know such Confidential Information and under a contractual obligations not to disclose such Confidential Information to any third-parties. Lula retains all right, title, and interest in and to the Confidential Information. If you are required by applicable law or legal process to disclose any Confidential Information, you shall, prior to making such disclosure, use commercially reasonable efforts to notify Lula of such requirements to afford Lula the opportunity to seek, at Lula’s sole cost and expense, a protective order or other remedy.

17. Notices

Except as otherwise stated in this Agreement, each party giving or making any notice, consent, request, demand, certificate, or other communication pursuant to this Agreement shall provide the notice in writing and delivered to the email address listed for that Party on the applicable Order Form or through the Platform. A party may change the address to which a notice shall be delivered by giving written notice thereof to the other party in accordance with this Section.

18. E-Signature Agreement

By using the Services, you agree that any electronic signature, whether digital or encrypted, that is intended to authenticate a writing shall have the same force and effect as manual signatures to the fullest extent of the law. Furthermore, Lula may deliver statements and documents to you electronically.

19. Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas including any conflicts of law provisions of the laws of the State of Kansas. For any dispute regarding or in any way involving this Agreement, the parties hereto hereby irrevocably and exclusively submit to the exclusive jurisdiction of state and federal courts in Johnson County, Kansas. The parties agree that a final non-appealable judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, each of the parties hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that the related documents or the subject matter thereof may not be litigated in or by such courts. TO THE FULL EXTEND PERMITTED BY LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICES OR THE AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

20. Amendment

We may update these Terms and Conditions from time to time in our sole discretion. If we do, we will notify you by posting revised Terms and Conditions on this page with a revised “Last Updated” date, and we may (but are not required to) send other communications notifying you of such an update. It is important that you review these Terms and Conditions whenever we update it. Lula may require you to provide consent to the updated Terms and Conditions in a specified manner before further use of the Platform is permitted. Otherwise, by continuing to use the Platform or Services after we have posted updated Terms and Conditions, it means that you accept and agree to the changes.

21. Miscellaneous

The relationship between the Parties under the Agreement is that of independent contractors and not partners, joint venturers or agents. Nothing in these Terms and Conditions, express or implied, creates or confers upon any person or entity not a named Party to the Agreement, any legal or equitable rights, remedies, liabilities or claims with respect to the Agreement except as expressly provided in the Agreement. Customer may not assign the Agreement or its rights without the prior written approval of Lula. Lula may assign the Agreement in connection with the sale, merger, or disposition of Lula or any of its related business operations. The Agreement states the entire understanding between the Parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of the Agreement. No waiver of any breach of the Agreement, will be effective unless in writing and signed by an authorized representative of both Parties. If any portion of any provision of the Agreement is held to be illegal, invalid or unenforceable, in whole or in part, then such unenforceable portion of the provision will be deemed severed from the Agreement, the validity and enforceability of the remaining portion of the provision and the other provisions of the Agreement will not be affected or impaired, and the Agreement will be amended in order to effect, to the maximum extent allowable by law, the original intent of such provision. Except with respect to Customer’s payment obligations, neither Party will be liable for, nor will either Party be considered in breach of the Agreement due to any failure to perform its obligations under the Agreement as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including the Internet or other networked environment), power or other utility, labor problem, unavailability of data or supplies or any other cause which could not have been prevented by the non-performing Party with reasonable care.