Terms and Conditions

1. Parties and Acceptance

These Terms and Conditions ("Terms") constitute a binding legal agreement between Verilyst LLC, a California limited liability company doing business as ResLife.app ("Company," "we," "us," or "our"), and the organization that creates an account or executes a subscription agreement to use the ResLife.app platform ("Subscriber," "you," or "your").

By accessing or using the Platform, by clicking "I Agree," or by signing an Order Form that references these Terms, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, do not access or use the Platform.

2. Definitions

• "Platform" means the ResLife.app software-as-a-service application, APIs, portals, and associated documentation made available by the Company.
• "Order Form" means any written or electronic order, statement of work, or subscription agreement that specifies pricing, subscription tier, and applicable features.
• "Subscriber" means the professional community management company, management organization, or other entity that holds the subscription account.
• "End Users" means the Subscriber's employees, contractors, board members, and residents authorized by the Subscriber to access the Platform.
• "Subscriber Data" means all data, content, and information submitted, uploaded, or generated by the Subscriber or End Users through the Platform, including property records, financial data, governing documents, and communications.
• "Subscription Term" means the period during which the Subscriber is authorized to use the Platform as specified in the applicable Order Form.

3. Platform Access and License

Subject to the Subscriber's timely payment of fees and compliance with these Terms, the Company grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for the Subscriber's internal business operations - specifically, the management of residential communities and homeowner associations on behalf of the Subscriber's clients.

The Subscriber may authorize End Users to access the Platform subject to these Terms. The Subscriber is fully responsible for all acts and omissions of its End Users, including their compliance with these Terms.

The Subscriber may not:

• Resell, sublicense, or provide access to the Platform to any third party other than authorized End Users;
• Reverse engineer, decompile, or otherwise attempt to derive source code from the Platform;
• Use the Platform to develop a competing product or service;
• Remove or obscure any proprietary notices within the Platform;
• Use the Platform in a way that violates applicable law or the rights of any third party.

4. Subscription Fees and Payment

Subscription fees are set forth in the applicable Order Form or, where there is no Order Form, at the prices published on the Company's pricing page at reslife.app/pricing for the plan the Subscriber selects. Unless otherwise specified, subscription fees are billed in advance on a monthly or annual basis and are non-refundable except as expressly stated in these Terms or the Order Form.

Usage-based fees are charged in addition to subscription fees, at the prices published on the pricing page, and are billed monthly in arrears. They include AI usage fees on the free plan (Section 5), per-letter fees for notices the Company prints and mails, and payment processing add-ons on assessments collected through the Platform.

Payment is processed through Stripe, Inc. By providing payment information, the Subscriber also agrees to Stripe's Terms of Service. The Company does not store full credit card numbers. ACH payment details are collected and tokenized by Stripe.

If a payment fails, the Company will notify the Subscriber and provide a grace period of ten (10) days to resolve the payment issue. Failure to cure within that period may result in suspension of access. Fees not paid within thirty (30) days of the due date may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

The Company reserves the right to modify pricing upon at least sixty (60) days written notice prior to the start of the next Subscription Term renewal period. This notice requirement does not apply to AI usage rates, which change as set out in Section 5.3.

5. AI Usage Fees

5.1 What is billed. Certain Platform features use artificial intelligence models provided by third parties ("AI Providers"). On every paid plan (Starter, Business and Enterprise), use of these features is included in the subscription fees and no AI Usage Fees are charged. On the free plan, except for the free uses in Section 5.4, the following uses are billed ("Billed AI"): board meeting compliance briefs (each agenda item's brief, its drafted recommended action, and follow-up questions); rule making (AI drafting, conflict and fee checks, and governing-value checks for a rule); and the reading of governing documents uploaded after onboarding is complete, including the re-reading of governing values those documents change. Billed AI is first applied against the AI Credit under Section 5.5 and is then charged as described in Section 5.2 ("AI Usage Fees"). The billed and free categories are listed on the pricing page.

5.2 How the fee is calculated. Each AI Usage Fee equals the number of tokens the AI model actually processed for the request, separately for input tokens, cached input tokens, tokens written to the AI Provider's cache, and output tokens (including reasoning or "thinking" tokens), multiplied by the AI Provider's published per-model price as recorded by the Company on the first day of the calendar month in which the use occurs, plus fifteen percent (15%). That rate applies to all usage during that month and is listed on the Company's AI rate card at reslife.app/pricing/ai-rates (the "Rate Card"). The fifteen percent covers payment processing costs and the cost of failed requests, which the Company absorbs under Section 5.8. The AI Credit is drawn down at the same price. Any estimated cost shown before a request runs is an estimate only; the fee is based on actual usage.

5.3 Rate changes. Rates on the Rate Card follow the AI Providers' published prices and are fixed for each calendar month. When an AI Provider changes its price, the new rate applies from the first day of the first calendar month that begins on or after the date the change takes effect: a change effective on the first day of a month applies from that month, and a change effective on any other day applies from the first day of the following month. The Rate Card shows each model's rate for the current month and any announced changes with the month from which they apply. The sixty (60) day notice in Section 4 does not apply to these changes.

5.4 Free use. The following are never billed on any plan: AI used in onboarding, including the first upload and reading of an association's governing documents; violation complaint drafting and policy references; contract document reading; document sorting; and AI budgeting.

5.5 AI Credit. When an association on the free plan completes onboarding, the Company grants its billing entity (Section 5.7) a one-time credit of $0.50 for each unit in that association (the "AI Credit"). A billing entity's AI Credits are pooled across the associations for which it is the billing entity. Each AI Credit expires twelve (12) months after the date it is granted, and any balance unused at expiry lapses. The AI Credit applies only to Billed AI and has no cash value.

5.6 Payment method. Once the AI Credit available to a billing entity is used or has expired, a valid payment method must be on file before any further Billed AI runs. All other Platform features remain available without one.

5.7 Invoicing and payment. AI Usage Fees accrue as used and are invoiced monthly in arrears to the billing entity: the management company for an association it manages, and otherwise the association. AI Usage Fees are never billed to unit owners. Each invoice includes an itemized usage appendix listing every AI use in the period, including uses covered by the AI Credit and free and non-billed uses at $0.00. If a month's AI Usage Fees total less than $5.00, they carry forward to the next month's invoice. The payment method on file is charged automatically for each invoice.

5.8 Failed requests. A request to an AI Provider that fails is not billed and is not drawn from the AI Credit.

5.9 Model selection. The Company selects the AI model used for each feature, because the accuracy of the feature depends on it. The Subscriber does not choose models. Each usage appendix names the model used.

5.10 Usage records. The Company records each AI use on an append-only usage ledger showing the association, the record the use was for, the feature, the model, the AI Provider's request identifier, the token counts, the rate applied, the fee, and, where no fee applied, the reason. The ledger is available to the Subscriber in the Platform or on request to [email protected].

5.11 Fair use on paid plans. AI included in a paid plan is provided for the ordinary operation of the Subscriber's associations, including features that run automatically, such as a compliance brief prepared for each agenda item. If a Subscriber's AI usage materially exceeds what that operation reasonably requires, or threatens the stability of the Platform, the Company may limit the rate or volume of AI requests, or change an automatic feature so that it runs on request. The Company will give the Subscriber reasonable notice before applying a limit, except where immediate action is needed to protect the Platform. A limit under this Section does not create an AI Usage Fee on a paid plan.

6. Subscriber Data

As between the Company and the Subscriber, the Subscriber retains all rights, title, and interest in and to Subscriber Data. The Company does not claim ownership of Subscriber Data.

The Company processes Subscriber Data solely to provide and improve the Platform, as described in our Privacy Policy. The Company will not sell Subscriber Data to third parties or use it for advertising purposes.

The Subscriber represents and warrants that: (a) it has all rights and permissions necessary to upload Subscriber Data to the Platform; (b) Subscriber Data does not violate any applicable law, regulation, or third-party right; and (c) the Subscriber has obtained all necessary consents from End Users and residents whose personal information is included in Subscriber Data.

The Subscriber is solely responsible for the accuracy, completeness, and lawfulness of Subscriber Data. The Company is not responsible for errors in Subscriber Data or for the Subscriber's failure to maintain accurate records.

7. Data Security

The Company implements commercially reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, disclosure, alteration, or destruction. These measures include, without limitation: encrypted data transmission (TLS), encrypted data at rest, access controls, and deployment on Google Cloud Platform with industry-standard infrastructure security.

In the event of a confirmed data breach that affects the Subscriber's personal data, the Company will notify the Subscriber in accordance with applicable law and take reasonable steps to mitigate the breach.

The Subscriber is responsible for maintaining the security of its own access credentials. The Subscriber must promptly notify the Company of any suspected unauthorized access to the Subscriber's account.

8. Compliance with HOA and Community Association Laws

The Platform is designed as a software tool to assist professional community management companies in their operations. The Platform is not a source of legal advice. The Company makes no representation that use of the Platform ensures compliance with any federal, state, or local law, including but not limited to the Davis-Stirling Common Interest Development Act, the California Corporations Code, or the fair housing laws applicable to the Subscriber's managed communities.

The Subscriber is solely responsible for ensuring that its use of the Platform, and the operational decisions made through the Platform, comply with all applicable laws and regulations. The Subscriber should consult qualified legal counsel for any legal questions relating to HOA governance, resident communications, enforcement actions, and financial operations.

9. Intellectual Property

The Platform, including all software, designs, workflows, documentation, and content provided by the Company, is owned by the Company and protected by applicable intellectual property laws. These Terms do not transfer any ownership rights in the Platform to the Subscriber.

The Subscriber grants the Company a limited, royalty-free license to use the Subscriber's name, logo, and basic company description solely to identify the Subscriber as a customer on the Company's website and marketing materials, unless the Subscriber requests otherwise in writing.

The Company may collect and use anonymized, aggregated data derived from the use of the Platform to improve the Platform and related services, provided that such data does not identify the Subscriber or any individual. The Company retains all rights to such aggregated data.

10. Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same care it uses for its own confidential information (no less than reasonable care); (b) not use the other's Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms; and (c) not disclose the other's Confidential Information to third parties without prior written consent, except to employees, contractors, and service providers who have a need to know and are bound by equivalent confidentiality obligations.

These obligations do not apply to information that: (a) is or becomes publicly known through no act of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law or legal process, provided the Receiving Party gives prompt prior written notice to the Disclosing Party where legally permitted.

11. Warranties and Disclaimers

Each party represents and warrants that: (a) it has full power and authority to enter into these Terms; (b) these Terms are legally binding and enforceable against it; and (c) its performance under these Terms does not violate any other agreement to which it is a party.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.

AI-generated content produced by Platform features (draft notices, summaries, analysis) is provided as an assistive tool only. The Company makes no warranty regarding the accuracy, completeness, or legal sufficiency of AI-generated output. The Subscriber is solely responsible for reviewing, verifying, and approving any AI-generated content before use.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBER TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO LIABILITY.

THE LIMITATIONS IN THIS SECTION APPLY TO ALL THEORIES OF LIABILITY - WHETHER BASED IN CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR OTHERWISE - AND WILL SURVIVE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13. Indemnification

The Subscriber will defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, and successors from and against any claim, loss, damage, liability, or expense (including reasonable attorneys' fees) arising from: (a) Subscriber Data, including any claim that Subscriber Data infringes a third-party right or violates applicable law; (b) the Subscriber's or any End User's breach of these Terms; (c) the Subscriber's use of the Platform in violation of applicable law; or (d) the Subscriber's management operations or decisions made in connection with use of the Platform.

The Company will defend, indemnify, and hold harmless the Subscriber from and against any third-party claim alleging that the Platform itself infringes a third party's intellectual property right, provided the Subscriber: (a) promptly notifies the Company in writing; (b) gives the Company sole control of the defense; and (c) provides reasonable cooperation. This indemnity does not apply to claims arising from modifications made by the Subscriber or use of the Platform in combination with materials not provided by the Company.

14. Term and Termination

These Terms remain in effect for the duration of the Subscription Term and automatically renew unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings.

Upon termination, the Subscriber's right to access the Platform ceases immediately. Within thirty (30) days of termination, the Company will make Subscriber Data available for export in a commercially reasonable format. After that period, the Company may delete Subscriber Data consistent with its data retention policies, unless otherwise required by law.

Termination does not relieve the Subscriber of obligations to pay any fees owed through the end of the current Subscription Term, including usage-based fees accrued before termination. Unless termination is due to the Company's material breach, fees paid are non-refundable.

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.

Any dispute arising out of or relating to these Terms will first be submitted to good-faith negotiation between the parties. If the dispute is not resolved within thirty (30) days of written notice, the parties agree to submit the dispute to binding arbitration administered by JAMS in San Diego, California, under its then-current Streamlined Arbitration Rules. The arbitrator's award will be final and binding and may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction without waiving its right to arbitration. The parties waive any right to a jury trial in connection with any dispute arising under these Terms.

16. Changes to These Terms

The Company may update these Terms from time to time. If the changes are material, the Company will provide at least thirty (30) days' advance notice by email to the Subscriber's account administrator. Continued use of the Platform after the effective date of the updated Terms constitutes acceptance of the changes. If the Subscriber does not agree to the updated Terms, the Subscriber may terminate the subscription in accordance with Section 14 before the changes take effect.

17. General Provisions

Entire Agreement. These Terms, together with any applicable Order Form and the Privacy Policy, constitute the entire agreement between the parties regarding the Platform and supersede all prior negotiations, representations, or agreements.

Order of Precedence. In the event of a conflict between these Terms and an Order Form, the Order Form governs with respect to the subject matter it addresses.

Severability. If any provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

Waiver. The failure of either party to enforce any provision of these Terms will not constitute a waiver of its right to do so in the future.

Assignment. The Subscriber may not assign or transfer these Terms or any rights hereunder without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon notice to the Subscriber. Any purported assignment in violation of this section is void.

Force Majeure. Neither party will be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or widespread internet or infrastructure failures.

Notices. All legal notices must be sent in writing to [email protected] or to the Subscriber's account administrator email address on file.

Independent Contractors. The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between the parties.