Terms of Service — Simpli-city Software

Version 1.0 · Effective July 8, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. This is a legal agreement between you (either an individual or the entity you represent, “Customer,” “you”) and Property Ledger Inc. (“Provider,” “we,” “us”) governing your access to and use of the Simpli-city property management and accounting software, provided as a hosted online service, together with any related documentation (collectively, the “Service”).

1. Acceptance of Terms

By clicking “I Accept,” creating an account, or accessing or using the Service, you agree to be bound by these Terms of Service (“Terms”). If you are accepting on behalf of a company or other entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity. If you do not agree to these Terms, do not access or use the Service.

2. The Service; License

Subject to these Terms and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, solely for Customer's internal business purposes. The Service is provided as a hosted service; no software is licensed for installation, and the underlying software is licensed, not sold.

3. Accounts and Security

Customer is responsible for all activity occurring under its user accounts, for maintaining the confidentiality of usernames and passwords, and for ensuring that its users comply with these Terms. Customer must notify Provider promptly of any unauthorized use of an account.

4. Fees, Payment, and Suspension

Customer shall pay the subscription fees for the plan selected, in accordance with the pricing and billing schedule agreed with Provider. Fees are non-refundable except as expressly stated otherwise. Amounts not paid when due may accrue a late charge of 1.5% per month or the maximum permitted by law, whichever is less. If any invoice remains unpaid thirty (30) days after its due date, Provider may suspend or terminate Customer's access to the Service upon notice. Suspension or termination for non-payment does not relieve Customer of its obligation to pay all amounts owed. Provider may condition restoration of access, and the provision of any data export services, on payment of all undisputed outstanding amounts.

5. Customer Data; Export; Retention

(a) Ownership; License to Provider. As between the parties, Customer owns all data, records, and documents entered into or uploaded to the Service by or on behalf of Customer (“Customer Data”), and Provider acquires no ownership interest in Customer Data. Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data as necessary to provide and maintain the Service and as otherwise permitted by these Terms, including Section 5(d).

(b) Export during the term. While Customer's account is active and in good standing, Customer may export Customer Data using the reporting and export features of the Service. Customer is solely responsible for maintaining its own independent copies of its business records, including all records required for tax, regulatory, or record-retention purposes.

(c) After termination. Provider has no obligation to provide exports, export services, or copies of Customer Data after termination or expiration of the subscription. Provider will retain Customer Data for thirty (30) days following termination or expiration, during which period Customer may reinstate its account — subject to payment of all outstanding fees and any applicable reinstatement fees — and export Customer Data itself using the Service's built-in reporting and export features. After this period, Provider may delete or overwrite Customer Data without further notice or liability, and shall have no obligation to retain, retrieve, or provide Customer Data.

(d) Aggregated and De-Identified Data. Provider may create and use data derived from Customer Data or from Customer's use of the Service that has been aggregated and/or de-identified such that it does not identify Customer or any individual person, for any lawful business purpose, including operating and improving the Service, analytics, benchmarking, research, and developing and training Provider's software, features, and machine-learning models. Such aggregated and de-identified data is not Customer Data, and Provider owns all right, title, and interest in it. This Section 5(d) survives termination of these Terms.

(e) Service and Marketing Communications. Provider may use Customer's account, contact, and usage information to send Customer communications about the Service, including feature announcements, product updates, educational content, and offers for Provider's related products and services. Customer may opt out of marketing communications at any time using the unsubscribe mechanism included in each message or by contacting Provider; opting out does not affect transactional or service communications such as invoices, security notices, and notices regarding these Terms. Provider will not use the personal information of Customer's tenants, owners, or other third parties contained in Customer Data for Provider's own marketing.

6. Customer Responsibilities; Acceptable Use

Customer shall not, and shall not permit any third party to: (a) copy, modify, translate, reverse engineer, decompile, or create derivative works of the Service; (b) rent, lease, resell, sublicense, or otherwise make the Service available to any third party except Customer's authorized users; (c) use the Service to develop a competing product or service; (d) interfere with or disrupt the integrity or performance of the Service; (e) attempt to gain unauthorized access to the Service or its related systems; or (f) use the Service for any unlawful purpose or in violation of any third party's rights.

7. Third-Party and Personal Data

Customer Data may include personal or financial information of Customer's tenants, property owners, vendors, and other third parties. Customer represents and warrants that it has all rights, consents, and lawful bases necessary to collect, store, and process such information in the Service, and Customer is solely responsible for its compliance with all privacy, consumer-protection, and data-protection laws applicable to its business and its use of such information.

8. Intellectual Property

Provider and its licensors retain all right, title, and interest in and to the Service, including all software, designs, and documentation, and all intellectual property rights therein. No rights are granted to Customer other than those expressly set forth in these Terms. Customer may not remove or alter any proprietary notices in the Service.

9. Availability; Backups; Support

Provider will use commercially reasonable efforts to make the Service available, but does not guarantee that the Service will be uninterrupted, timely, or error-free. The Service may be temporarily unavailable for maintenance, updates, or causes beyond Provider's reasonable control. Provider performs routine backups for disaster-recovery purposes only; such backups are not a substitute for Customer's own record-keeping, and Customer remains solely responsible for retaining independent copies of Customer Data. Any support services or updates are provided at Provider's discretion unless otherwise agreed in writing.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICE IS A RECORD-KEEPING AND ACCOUNTING TOOL AND IS NOT A SUBSTITUTE FOR PROFESSIONAL ACCOUNTING, TAX, LEGAL, OR FINANCIAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL OUTPUT OF THE SERVICE AND FOR ITS OWN COMPLIANCE WITH APPLICABLE LAWS AND ACCOUNTING STANDARDS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

Customer shall defend, indemnify, and hold harmless Provider from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of (a) Customer Data, including any claim that Customer Data infringes or violates the rights of a third party; (b) Customer's use of the Service in violation of these Terms or applicable law; or (c) any dispute between Customer and its tenants, property owners, vendors, or other third parties.

13. Term and Termination

These Terms are effective upon acceptance and continue for the duration of the subscription. Either party may terminate for material breach if the breach is not cured within fifteen (15) days of written notice; Provider may suspend or terminate immediately for non-payment as described in Section 4. Upon any termination, Customer's right to access the Service ceases, and data retrieval is governed exclusively by Section 5(c). Sections 5, 7, 8, and 10 through 17 survive termination.

14. Changes to the Service and to These Terms

Provider may modify the Service, and may update these Terms from time to time. When the Terms are materially updated, Provider will present the revised Terms within the Service and/or provide notice, and continued use of the Service after acceptance or notice constitutes agreement to the revised Terms. The version and effective date at the top of this document identify the current Terms.

15. Governing Law; Disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for any dispute arising out of or relating to these Terms or the Service. In any action to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

16. General

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force. No waiver of any breach is a waiver of any subsequent breach. Customer may not assign these Terms without Provider's prior written consent; Provider may assign these Terms in connection with a merger, sale, or reorganization. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control. Notices to Provider must be sent to the contact address in Section 17.

17. Entire Agreement; Contact

These Terms constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, understandings, or representations, whether oral or written, relating to the Service. Questions about these Terms may be directed to Property Ledger Inc., 21 Brigel Way, Unit 202, Monroe, NY 10950, or by email at sales@simpli-city.com.