Property Stride Terms of Service

Effective Date: [INSERT DATE]
Last Updated: [INSERT DATE]

DRAFT — NOT FOR PUBLICATION. This document is a working draft prepared for attorney review. It has not been reviewed by a licensed attorney and should not be published or relied upon until it has been. See the attached review notes for specific issues flagged for counsel.

These Terms of Service ("Terms") govern access to and use of Property Stride, a web application provided at propertystride.com (the "Service") by Property Stride, LLC, doing business as Property Stride ("Property Stride," "we," "us," or "our"). By creating an account or otherwise using the Service, the entity or individual doing so ("you," "Account Holder") agrees to be bound by these Terms.

If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company, and "you" refers to that company.

1. The Service

Property Stride is a web application that helps residential property management companies coordinate unit turnover and renovation projects. The Service allows an Account Holder to:

• Build and price scope-of-work for property turnover and renovation projects
• Invite third-party vendors to submit bids/quotes via emailed invite links (without the vendor creating an account)
• Invite property owners to review and approve project costs and change orders via emailed invite links (without the owner creating an account)
• Track project schedules and progress

Only Account Holders create accounts on Property Stride. Vendors and Owners access limited, scoped functionality through unique invite links sent by the Account Holder, without registering for their own accounts.

We may update, modify, or discontinue features of the Service from time to time. We will use reasonable efforts to provide notice of material changes that significantly reduce functionality you rely on.

2. Accounts and Eligibility

• You must be at least 18 years old and able to form a binding contract to create an Account Holder account.
• Account registration and authentication are handled through our authentication provider, Clerk.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.
• You must provide accurate, current, and complete information when registering and using the Service, and keep it up to date.

3. Subscription, Billing, and Payment

3.1 Pricing

The Service is billed on a subscription basis using a flat monthly fee determined by the number of units under management in your account, according to the following tiers:

Current pricing is also published at propertystride.com and may be updated from time to time as described below.

A "unit under management" means [INSERT PRECISE DEFINITION — e.g., "each residential unit associated with an active property in your Property Stride account, as determined by Property Stride's records at the time of billing"].

3.2 Billing and Payment Processing

• Subscription fees are billed monthly in advance via our third-party payment processor, Stripe.
• You authorize us (through Stripe) to charge your designated payment method for all applicable fees.
• Property Stride does not store your payment card information. Stripe collects and stores this information directly, subject to Stripe's own terms and privacy policy.
• If your unit count changes mid-billing-cycle, the change will take effect at your next billing cycle rather than being prorated immediately — you will not be charged or credited mid-cycle for a change in unit count.
• If a payment fails, we may suspend or limit access to the Service until payment is resolved.

3.3 Free Trial

Property Stride does not currently offer a free trial. If we introduce one in the future, its terms (including duration and auto-conversion to a paid subscription) will be disclosed at signup and, where required, in an update to these Terms.

3.4 Changes to Pricing

We may change our pricing prospectively. We will provide at least [INSERT NOTICE PERIOD, e.g., 30 days'] notice of any price increase before it applies to your account.

3.5 Taxes

Fees do not include applicable taxes. You are responsible for any sales, use, or similar taxes associated with your subscription, other than taxes based on our net income.

3.6 Refunds

Except as required by law or expressly stated in these Terms, fees are non-refundable, including for partial billing periods.

[Attorney review note: confirm refund/cancellation language complies with any applicable state auto-renewal / negative-option laws, which can require specific disclosures and easy cancellation mechanisms.]

4. Account Holder Responsibilities

As the Account Holder, you are solely responsible for:

• The accuracy of all data you input or cause to be input into the Service, including but not limited to property and unit details, project scope and pricing, and contact information for Vendors and Owners you invite (names, email addresses, trade/specialty, and any insurance information you enter on a Vendor's behalf).
• Obtaining any necessary consent from Vendors and Owners before submitting their contact information to Property Stride and inviting them to interact with the Service.
• The accuracy and completeness of any representations made to Vendors or Owners through the Service, including project scope, pricing, and the content of approval requests sent to Owners.
• Your compliance with applicable law in your use of the Service, including landlord-tenant law, contractor licensing requirements, insurance verification obligations, and any professional or fiduciary duties you owe to property owners or clients.
• Maintaining accurate billing and company information.
• All activity that occurs through your account, including actions taken by your employees or authorized users.

Property Stride is a coordination and record-keeping tool. We do not verify vendor licensing, insurance validity, or the accuracy of any scope-of-work, pricing, or property condition information submitted by you, your Vendors, or your Owners, except as expressly stated otherwise. You are responsible for independently verifying any information material to your business decisions.

5. Vendor and Owner Use of the Service

Vendors and Owners access the Service through unique, emailed invite links without creating their own Property Stride account. By using an invite link, a Vendor or Owner agrees to the applicable portions of these Terms governing their use, including:

• Providing accurate information when submitting bids, quotes, or approvals
• Understanding that any approval, e-signature, or consent given through the Service (e.g., approving project costs or a change order) is intended to be a binding representation that they reviewed and agreed to what was presented at that time
• Understanding that Property Stride captures certain technical information (timestamp, IP address, browser user-agent) at the time of approval to create a record of that consent, as described in our Privacy Policy

Property Stride's relationship with a Vendor or Owner accessing the Service via invite link is limited to operating the Service; the underlying business relationship (e.g., the contract for work, or the property management/ownership relationship) is between the Account Holder and that Vendor or Owner, not with Property Stride.

[Attorney review note: consider whether Vendors/Owners should be presented with a short, separate "Terms of Use for Invited Users" or click-through acknowledgment at the invite-link stage, rather than relying on incorporation into the Account Holder's Terms — particularly given the e-signature/consent function described above. See also flag in the accompanying Privacy Policy about ESIGN/UETA compliance for the approval flow itself.]

6. Acceptable Use

You agree not to, and not to permit any user of your account to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• Upload or submit content that is fraudulent, defamatory, or infringes the rights of any third party;
• Misrepresent your identity, or the identity, qualifications, licensing, or insurance status of any Vendor;
• Attempt to gain unauthorized access to the Service, other accounts, or systems or networks connected to the Service;
• Interfere with or disrupt the integrity or performance of the Service (including through malware, excessive automated requests, or attempts to bypass invite-link security);
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except where applicable law prohibits this restriction;
• Use the Service to send unsolicited communications, spam, or content unrelated to legitimate property management, vendor coordination, or owner approval purposes;
• Resell, sublicense, or provide access to the Service to any third party outside the scope of the Vendor/Owner invite-link functionality described in these Terms;
• Scrape, harvest, or misuse contact information (including Vendor or Owner information) obtained through the Service for purposes unrelated to the property management relationship it was collected for.

We reserve the right to investigate and take appropriate action, including suspension or termination of accounts, in response to violations of this section.

7. Intellectual Property

• Our IP. Property Stride and its licensors own all right, title, and interest in and to the Service, including all software, design, trademarks, and content we provide (excluding your data). These Terms do not grant you any rights to our trademarks or branding except as necessary to use the Service as intended.
• Your Data. As between you and Property Stride, you (the Account Holder) retain ownership of the property, project, vendor, and owner data you input into the Service ("Customer Data"). You grant Property Stride a limited license to host, process, and display Customer Data solely as necessary to provide the Service to you.
• Feedback. If you provide suggestions or feedback about the Service, we may use it without obligation to you.

8. Confidentiality

Each party may have access to non-public business information of the other in connection with the Service. Each party agrees to use the other's confidential information only as necessary to perform under these Terms and to protect it with reasonable care, consistent with the confidentiality it applies to its own similar information.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, we do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free;
• Any scope-of-work, pricing, scheduling estimate, or vendor/owner-submitted information will be accurate or complete;
• Any e-signature, approval, or consent record generated by the Service will be legally sufficient for every purpose or in every jurisdiction (see Section 5 and the accompanying Privacy Policy's attorney-review notes).

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• IN NO EVENT WILL PROPERTY STRIDE, ITS OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, including lost profits, lost data, or business interruption, arising out of or relating to your use of the Service, even if advised of the possibility of such damages.
• PROPERTY STRIDE'S TOTAL AGGREGATE LIABILITY arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amount you paid to Property Stride in the twelve (12) months preceding the event giving rise to the claim, or (b) $[INSERT AMOUNT, e.g., $100].
• These limitations apply regardless of the legal theory of liability (contract, tort, or otherwise) and even if a remedy fails its essential purpose.
• Nothing in these Terms limits liability that cannot be limited under applicable law (e.g., liability for gross negligence, willful misconduct, or fraud, where such limitation is prohibited).

[Attorney review note: the liability cap amount is a placeholder — recommend counsel set this deliberately, especially given the product's role in creating owner-approval/e-signature records that could be central to a real dispute between a property manager, owner, and vendor. Consider whether a services-fee-based cap (e.g., 12 months of fees) is preferable to a low fixed dollar cap given the customer relationship and potential negotiation dynamics.]

11. Indemnification

You agree to indemnify, defend, and hold harmless Property Stride and its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) inaccurate or unauthorized data you input into the Service, including Vendor or Owner contact information; (c) any dispute between you and a Vendor or Owner; or (d) your violation of any applicable law.

12. Term and Termination

• Term. These Terms remain in effect for as long as you maintain an active account or otherwise use the Service.
• Termination by You. You may cancel your subscription at any time through your account settings or by contacting us; cancellation will take effect at the end of your current billing period unless otherwise required by law.
• Termination by Property Stride. We may suspend or terminate your access to the Service if you materially breach these Terms and do not cure the breach within [INSERT CURE PERIOD, e.g., 15 days] of notice, or immediately in cases of a violation of Section 6 (Acceptable Use) that we determine, in good faith, poses a risk to the Service, other users, or third parties.
• Effect of Termination. Upon termination, your right to access the Service ends. We will handle Customer Data following termination as described in our Privacy Policy's retention practices; you may request an export of your Customer Data within [INSERT PERIOD, e.g., 30 days] of termination.
• Sections that by their nature should survive termination (including Sections 7–11 and 13–15) will survive.

13. Modifications to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (such as by email or in-app notice) before the changes take effect. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Oregon, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction of the state and federal courts located in Clackamas County, Oregon, and each party consents to personal jurisdiction there.

[Attorney review note: consider whether an arbitration clause and/or class-action waiver is desired, and confirm enforceability of the chosen venue for out-of-state customers.]

15. General Provisions

• Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Property Stride regarding the Service.
• Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect.
• No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Independent Contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship between you and Property Stride.

16. Contact Us

Questions about these Terms should be directed to:

[INSERT LEGAL/BUSINESS NAME]
[INSERT MAILING ADDRESS]
[INSERT CONTACT EMAIL]

Notes for Attorney Review

In addition to the inline flags above, please specifically review:

1. Owner e-signature/approval enforceability (Section 5). This is the most legally consequential feature in the product — Property Stride is functioning as the mechanism through which a property owner gives what may be treated as binding consent to incur costs. Counsel should confirm whether current disclosures and flow satisfy ESIGN/UETA requirements, and whether Vendors/Owners need their own explicit click-through terms at the invite-link stage rather than relying on incorporation into the Account Holder's Terms.
2. Definition of "unit under management" (Section 3.1) — needs a precise, unambiguous definition since it is the direct basis for billing, and should account for edge cases like inactive properties or units added/removed mid-cycle.
3. Liability cap amount (Section 10) — currently a placeholder; should be set deliberately given the product's role in cost-approval and vendor coordination, where a bad turnover project could generate real dollar disputes.
4. Indemnification scope (Section 11) — confirm this is balanced and enforceable, and consider whether Property Stride should carry reciprocal obligations to the Account Holder in narrow circumstances (e.g., IP infringement by the Service itself — a "mutual indemnification" structure is common and may read as more balanced to sophisticated customers).
5. Auto-renewal/cancellation mechanics (Section 3) — several states regulate subscription auto-renewal disclosures; confirm compliance if marketing to customers in those states.
6. Arbitration/dispute resolution (Section 14) — currently drafted as court venue only; confirm whether arbitration is preferred for a small-business SaaS product like this.
7. Vendor/Owner status as non-parties. Confirm whether Vendors and Owners can be validly bound by "these Terms" via an invite link with no explicit acceptance step, or whether a separate, shorter acceptance flow is legally necessary for the specific provisions that apply to them (Section 5).