Master Subscriber Agreement

Last Updated: May 2, 2026 · Effective Date: May 2, 2026 (v12)

1. Definitions

Capitalized terms not defined here have the meanings given in the Terms of Service.

“Applicable Law” means all federal, state, county, and municipal laws, statutes, regulations, ordinances, judicial decisions, administrative orders, codes, and guidelines applicable to the Services or to a Party’s performance under this Agreement, and (where applicable to Subscriber’s operations) the analogous laws of any non-U.S. jurisdiction. The defined term includes the sub-categories defined below.

“Consumer Reporting Laws” means the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the FTC Disposal Rule (16 C.F.R. Part 682), the Consumer Financial Protection Bureau’s Regulation V, and analogous state consumer-reporting and screening laws (including Cal. Civ. Code § 1786 et seq., the New York Fair Chance Housing Act, the Illinois Just Housing Amendment / Cook County Human Rights Ordinance, the Washington Fair Tenant Screening Act (Ch. 59.18 RCW), the Wisconsin adverse-action statute (Wis. Stat. § 134.97), and similar state and local laws).

“Fair Housing Laws” means the federal Fair Housing Act, 42 U.S.C. § 3601 et seq., the Equal Credit Opportunity Act, the Americans with Disabilities Act, the Servicemembers Civil Relief Act, the Genetic Information Nondiscrimination Act, HUD’s April 4, 2016 guidance on the use of criminal-history screening, and analogous state and local fair-housing, fair-chance-housing, source-of-income, criminal-history-screening, age, marital-status, sexual-orientation, gender-identity, military-status, and pregnancy-related laws.

“Privacy Laws” means CCPA/CPRA, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, the Oregon Consumer Privacy Act, the Montana Consumer Data Privacy Act, the Iowa Consumer Data Protection Act, the Indiana Consumer Data Protection Act, the Tennessee Information Protection Act, the Delaware Personal Data Privacy Act, the New Jersey Data Protection Act, the Maryland Online Data Privacy Act, the Minnesota Consumer Data Privacy Act, the Rhode Island Data Transparency and Privacy Protection Act, the Kentucky Consumer Data Protection Act, the Nebraska Data Privacy Act, the New Hampshire data-privacy law (RSA ch. 507-H / SB 255), the Washington My Health My Data Act (where applicable), the Gramm-Leach-Bliley Act, BIPA, and other applicable U.S. state, federal, and (where applicable) foreign privacy and data-protection laws, together with all state breach-notification statutes.

“Landlord-Tenant Laws” means all federal, state, county, and municipal laws applicable to landlord-tenant relationships, mobile-home-park operations, manufactured-housing communities, eviction-record reporting, rent-control, lease execution, security-deposit handling, certified-mail notice delivery, and similar property-management matters, including the state-specific MHP statutes enumerated in the Terms of Service.

“Communications Laws” means TCPA, CAN-SPAM, the federal Telemarketing Sales Rule, the federal Wiretap Act, ESIGN, COPPA, and analogous state communications, anti-spam, two-party-consent, and electronic-records laws.

FCRA precedence. In the event of any ambiguity or conflict between this Agreement and the Terms of Service with respect to obligations arising under Consumer Reporting Laws, this Agreement controls.

“Authorized User” means an individual employee, contractor, or agent of Subscriber whom Subscriber authorizes to use the Services under Subscriber’s account.

“Consumer Report” has the meaning set forth in FCRA § 603(d), 15 U.S.C. § 1681a(d), and includes any credit report, credit score, criminal-history report, eviction-history report, and prior-landlord reference verification furnished through the Services to the extent such information qualifies as a consumer report under FCRA.

“Customer Data” means data, content, and information that Subscriber, its Authorized Users, or its Residents submit to or generate through the Services in connection with Subscriber’s account, but excludes Lotly Data and Consumer Reports.

“Documentation” means user guides, training materials, API documentation, security overviews, and other product documentation that Lotly makes available for the Services. Documentation is incorporated into and forms part of this Agreement.

“Effective Date” means the date Subscriber first accesses the Services in a Subscriber capacity, the date set forth on an Order Form, or the date Subscriber clicks “I Agree,” whichever is earlier.

“Lotly Data” means (a) data Lotly creates, develops, derives, or licenses, including aggregated, de-identified, or statistical data, benchmark figures, and analytical outputs; (b) Documentation; and (c) all software, algorithms, models, and improvements thereto.

“Order Form” means an ordering document (including online checkout) that identifies the Subscriber, the Services ordered, the Subscription Term, the fees, and other commercial details.

“Resident” means a tenant, applicant, or occupant of a property managed by Subscriber through the Services.

“Services” means the Lotly products, software, APIs, and platforms ordered by Subscriber under this Agreement, including without limitation the Operator Portal, Tenant Portal, Listings Sites, Tenant Screening, Online Rent Collection, Certified Mail, Reference Communication Tool, and Marketing-Site Resources.

“Subscription Term” means the term during which Subscriber is licensed to use the Services as set forth on the Order Form, including any renewal terms.

“Screening Criteria” means the written, objective tenant-screening rules and thresholds (credit cutoffs, income-to-rent ratios, eviction look-back periods, criminal-history matrix, and similar) that Subscriber configures and applies through the Services.

2. Scope & Order Forms

This Agreement applies to all Order Forms entered into between the parties. Each Order Form is a separate agreement between the parties and incorporates the terms of this Agreement by reference. Conflicting terms in any Subscriber-issued purchase order, click-wrap, or other ordering document are expressly rejected unless agreed to in a writing signed by Lotly. Subscriber may not unilaterally modify this Agreement.

3. License Grant

Subject to the terms and conditions of this Agreement and Subscriber’s timely payment of fees, Lotly grants Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term, to access and use the Services solely for Subscriber’s internal business purposes and only as set forth on the Order Form. All rights not expressly granted are reserved by Lotly.

4. Subscriber Certifications

Subscriber represents and warrants as of the Effective Date and on each use of the Services that:

1. Subscriber is a legitimate business with a verifiable physical address, beneficial-ownership disclosure, and the legal right to operate in each jurisdiction where it operates properties;
2. Subscriber will use Consumer Reports and the Services solely in connection with bona-fide tenancy-screening, leasing, property-management, and operations decisions concerning properties Subscriber owns or manages with proper authority;
3. Subscriber will not use the Services to investigate, surveil, or compile information about any person other than in connection with a permissible purpose under FCRA § 604;
4. Subscriber will obtain Applicants’ written or electronic authorization before procuring any Consumer Report;
5. Subscriber will deliver to Applicants all FCRA, state-law, and local-law disclosures required, including the standalone disclosure under FCRA § 604(b)(2)(A) (where applicable), the “A Summary of Your Rights Under the Fair Credit Reporting Act,” and any state-specific disclosures (including the California “check-the-box” right under Cal. Civ. Code § 1786.16);
6. Subscriber will deliver any FCRA § 615 adverse-action notice required by Subscriber’s decision;
7. Subscriber will maintain written, objective Screening Criteria that Subscriber applies consistently to every Applicant;
8. Subscriber will not discriminate against any Applicant or Resident on the basis of any protected class under federal, state, or local law;
9. Subscriber is a lawful user of the Services in each jurisdiction where Subscriber operates;
10. Subscriber and its principals, beneficial owners, and Authorized Users are not on the U.S. Department of the Treasury’s OFAC SDN List, the Commerce Department’s Denied Persons List or Entity List, the State Department’s Debarred List, or any analogous list, and are not subject to sanctions or trade restrictions maintained by any U.S. or applicable foreign authority (including, where applicable, EU, U.K., U.N., and Canadian sanctions regimes);
11. Subscriber will not use the Services to violate any Applicable Law; and
12. Subscriber will not obtain Consumer Reports for speculative, pre-screening, curiosity-based, batch-evaluation, marketing, list-building, or background-monitoring purposes unrelated to a specific, bona-fide, then-pending tenancy application initiated by an identifiable Applicant who has authorized the report.

Each request Subscriber makes for a Consumer Report or other regulated service constitutes a separate, then-current certification of the foregoing.

5. FCRA Reseller Compliance

5.1 Reseller Status

Lotly operates as a “reseller” of consumer reports under FCRA § 603(u), and Subscriber is the “end user” under FCRA. Subscriber acknowledges that it is the end user and assumes responsibility for compliance obligations applicable to end users under FCRA, including without limitation the obligations set forth in FCRA § 604 (permissible purpose), § 606 (investigative consumer reports), § 607 (compliance procedures), § 614 (instant disclosure), § 615 (adverse action), § 616 (civil liability for willful noncompliance), and § 617 (civil liability for negligent noncompliance), and corresponding state-law obligations. Lotly retains its own affirmative reseller obligations under FCRA § 1681e(a), § 1681e(e), § 1681b(e), and § 1681i(f) and is not relieved of those statutory duties by this Section. For clarity, Lotly does not itself assemble, evaluate, or maintain consumer report files, and does not determine which information is included in any Consumer Report; such reports are prepared and furnished by third-party consumer reporting agencies. Lotly acts solely as an independent reseller and not as an agent, partner, joint venturer, or representative of any consumer reporting agency.

5.2 Required FCRA Disclosures by Subscriber

Subscriber agrees to deliver to each Applicant all of the following before procuring or using any Consumer Report concerning that Applicant:

• a clear and conspicuous standalone written disclosure that a Consumer Report may be obtained for tenancy-screening purposes;
• the Consumer Financial Protection Bureau’s “A Summary of Your Rights Under the Fair Credit Reporting Act”;
• any state-specific summary of rights required by Applicable Law (including California, New York, Massachusetts, Vermont, Washington, and similar state schedules);
• where the report includes an investigative component, the FCRA § 606 disclosure (including the California “check-the-box” opportunity for the Applicant to receive a free copy of the report under Cal. Civ. Code § 1786.16(b)(1)(B));
• any state, county, or local fair-chance-housing notice or pre-adverse-action notice required by Applicable Law.

5.3 Adverse Action

If Subscriber takes adverse action against an Applicant in whole or in part because of information in a Consumer Report, Subscriber will deliver an adverse-action notice that complies with FCRA § 615 and applicable state and local law, including the name, address, and toll-free telephone number of the originating CRA, a statement that the CRA did not make the decision and cannot give the reasons for it, notice of the Applicant’s right to dispute and obtain a free copy of the report, and where required, the credit score and the up-to-four key factors that adversely affected the score. Where state or local law (such as Wisconsin or Washington) requires a more detailed notice, Subscriber will deliver that notice instead.

5.4 Permissible Purpose Recertification

Lotly may, at Subscriber’s expense, audit Subscriber’s compliance with permissible-purpose obligations, screening practices, and applicable disclosure requirements. Subscriber will promptly provide reasonable cooperation and documentation. Lotly may suspend or terminate the Services if Subscriber fails to recertify or to provide requested documentation within fifteen (15) business days of a written request.

5.5 Disposal Rule Compliance

Subscriber will dispose of Consumer Report information upon termination of the relevant tenancy review, upon expiration of any applicable retention period, or when the information is no longer needed for the permissible purpose for which it was obtained, and in any event in a manner that prevents unauthorized access, use, or reconstruction, in accordance with the Federal Trade Commission Disposal Rule, 16 C.F.R. Part 682, and analogous state and local law. Disposal applies to paper, electronic, and other media on which Consumer Report information has been recorded. Nothing in this Section requires deletion of information where retention is required by Applicable Law, including FCRA recordkeeping obligations, FCRA § 1681i dispute records, FCRA § 615 adverse-action documentation, state adverse-action documentation requirements, tax-recordkeeping obligations, or active litigation-hold instructions.

5.6 Reseller Penalties

Subscriber acknowledges the federal penalties under 15 U.S.C. § 1681q for obtaining consumer information under false pretenses, and that Subscriber, not Lotly, bears any liability arising from Subscriber’s noncompliance with FCRA or analogous law.

5.7 No § 607(b) Accuracy Obligation Beyond Reseller Duties

The parties agree that Lotly has no obligation under FCRA § 607(b) (15 U.S.C. § 1681e(b)) as an end-user accuracy verifier, and that Lotly does not assemble or maintain consumer report files. Lotly’s only FCRA accuracy-related obligations are the reseller-level duties expressly applicable to resellers under FCRA § 1681e(e), § 1681e(a), § 1681b(e), and § 1681i(f). Lotly’s reseller-level procedures are directed only to Consumer Reports furnished through the reseller arrangement with originating consumer reporting agencies; consumer-report-level accuracy duties remain with the originating CRA. Lotly does not furnish, assemble, evaluate, or use consumer reports for any employment, credit, tenancy, insurance, or eligibility determination, and does not act as a “consumer reporting agency,” “user,” or “furnisher” under FCRA except as expressly required in its limited reseller capacity.

6. Decision Responsibility

6.1 Subscriber Is the Decision-Maker

Subscriber, not Lotly, makes all rental, leasing, eviction, deposit, co-signer, accommodation, and operational decisions concerning Applicants, Residents, and properties. Subscriber acknowledges that Consumer Reports, Reference Communications, calculator outputs, and other Services are operational tools and data-presentation surfaces only, and are not decisions, evaluations, or recommendations of Lotly. Lotly is not liable for any decision made by Subscriber. Subscriber further acknowledges that Lotly does not generate independent creditworthiness determinations, consumer-facing risk scores, tenancy recommendations, or substitute judgments about any Applicant, as further described in the Terms of Service. Lotly does not provide adverse-action guidance, approval recommendations, deny / approve suggestions, or comparable decisional advisory output regarding any specific Applicant or Resident. Lotly does not rank, score, prioritize, recommend, or otherwise order Applicants relative to one another, and does not apply Subscriber’s Screening Criteria on Subscriber’s behalf. Lotly does not determine, influence, or participate in any eligibility determination regarding an Applicant.

6.2 Independent Verification

Subscriber will independently verify, contextualize, and apply Consumer Report data, Reference Communications, and other Service outputs against Subscriber’s written Screening Criteria, the lease, and Applicable Law before taking any action that affects an Applicant’s housing opportunities, a Resident’s tenancy, or a property’s operations.

6.3 No Legal Advice

Lotly does not provide legal advice. Nothing made available through the Services — including Documentation, the Lotly marketing site, blog articles, glossary entries, state-by-state guides, calculator outputs, sample lease language, sample notice templates, FCRA disclosure scaffolding, fair-housing reminders, and similar resources — constitutes legal, tax, accounting, financial, or compliance advice. Subscriber is solely responsible for consulting qualified counsel licensed in the relevant jurisdiction before adopting any tenancy criterion, screening procedure, lease provision, notice form, or compliance practice.

6.4 No Automated Decision-Making

The parties intend, and Lotly designs the Services so that, the Services do not perform automated decisionmaking that produces legal or similarly significant effects within the meaning of applicable Privacy Laws (including CCPA/CPRA, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Virginia Consumer Data Protection Act, and analogous state regulations on automated decisionmaking technology) or comparable consumer-protection laws. Any outputs generated by the Services require human review and the independent application of Subscriber’s Screening Criteria; Subscriber will not configure the Services to apply Screening Criteria or render tenancy outcomes without meaningful human involvement, and Subscriber bears full responsibility for ensuring such human involvement. For the avoidance of doubt, any filtering, sorting, labeling, highlighting, color-coding, badging, tab grouping, or display of data based on Subscriber-defined inputs or neutral system logic is intended as passive data organization and is not intended to represent or produce a decision, recommendation, eligibility determination, or tenancy outcome under any Privacy Law, the FCRA, the Fair Housing Act, or comparable law. Nothing in this Section is intended to override the determinations of any regulator or court that, on the actual facts of a given system behavior, chooses to characterize that behavior differently under Applicable Law; the parties’ allocation of responsibility for any such determination remains as set forth in Sections 6.1, 6.2, 26, and 26.1.

6.5 Tooling vs Outcome

The Services may organize, filter, sort, label, or display information based on Subscriber-defined inputs, system logic, or neutral data organization; however, such functionality is limited to data presentation and workflow facilitation and does not constitute a recommendation, determination, evaluation, or decision by Lotly with respect to any Applicant, Resident, or tenancy outcome. Lotly acknowledges that information presentation may inform a Subscriber’s independent review; that observation does not convert presentation into decision-making by Lotly. All outputs of the Services constitute administrative data processing only, and shall not be interpreted as profiling, scoring, ranking, or eligibility determination under any Privacy Law, the FCRA, the Fair Housing Act, or any other consumer-protection law.

7. Fair Housing & Anti-Discrimination

Subscriber will comply with the Fair Housing Act, the Equal Credit Opportunity Act, the Americans with Disabilities Act, the Servicemembers Civil Relief Act, the Genetic Information Nondiscrimination Act (where applicable), and all state, county, and local fair-housing, fair-chance-housing, source-of-income, criminal-history-screening, eviction-record-reporting, age, marital-status, sexual-orientation, gender-identity, military-status, and pregnancy-related laws applicable to Subscriber and the property. Subscriber will respond to reasonable-accommodation and reasonable-modification requests in accordance with Applicable Law. Subscriber acknowledges that Lotly does not adjudicate accommodation requests, does not warrant compliance with Applicable Law, and does not relieve Subscriber of any compliance obligation. Use of any feature that surfaces, displays, or organizes Consumer Report data is not a substitute for Subscriber’s independent judgment.

8. Term & Termination

8.1 Subscription Term

The Subscription Term is set forth on the Order Form. Unless otherwise stated on the Order Form, subscriptions are month-to-month, with no minimum commitment, and automatically renew for successive monthly periods until terminated by either party.

8.2 Termination for Convenience

Either party may terminate the Subscription for convenience upon thirty (30) days’ prior written notice, except where a fixed-term Order Form specifies otherwise.

8.3 Termination for Cause

Either party may terminate this Agreement and any active Order Forms for cause (a) upon a material breach by the other party that remains uncured fifteen (15) days after written notice; (b) upon the other party’s insolvency, bankruptcy filing, assignment for the benefit of creditors, or appointment of a receiver; or (c) where required by law, regulator, or any agreement with a CRA, payment processor, or other third-party provider.

8.4 Immediate Suspension

Lotly may suspend Subscriber’s access to the Services immediately, in whole or in part, upon Subscriber’s (a) suspected breach of Section 4 or Section 5; (b) non-payment of fees that remain unpaid more than ten (10) days after the due date; (c) suspected fraud, identity misrepresentation, or unlawful activity; (d) request from a CRA, payment processor, regulator, or law-enforcement agency; or (e) where reasonably necessary to maintain compliance with Lotly’s obligations to consumer reporting agencies or other third-party providers under written agreements with those parties. Lotly will use commercially reasonable efforts to provide Subscriber with notice of the suspension (including the basis for it, where Lotly is legally permitted to disclose) and to restore access promptly once the underlying issue is resolved or the third-party request is withdrawn. Suspension does not relieve Subscriber of payment obligations for the suspended period unless Lotly expressly agrees in writing.

8.4.1 Risk-Based Termination or Suspension

In addition to the rights set forth in Sections 8.3 and 8.4, Lotly may terminate or suspend any Subscriber account where reasonably necessary, and consistent with Applicable Law and Lotly’s contractual obligations to consumer reporting agencies, payment processors, and other third-party providers, when continued access poses material legal, regulatory, reputational, security, integrity, or operational risk to Lotly, the Services, the originating CRAs, payment processors, or other Subscribers. This right is in addition to, and does not limit, any other termination or suspension right under this Agreement. Lotly will use commercially reasonable efforts to provide notice and, where appropriate, an opportunity to cure, except where notice would defeat the protective purpose or violate Applicable Law or a third-party agreement. Termination or suspension under this Section will be exercised in good faith and proportionate to the risk identified.

8.5 Effect of Termination

Upon termination, Subscriber will (a) cease accessing the Services; (b) pay all amounts then due and any amounts that become due as a result of termination; (c) export Customer Data Subscriber wishes to retain (export availability ends thirty (30) days after termination); and (d) comply with any post-termination cooperation obligations described in Documentation. Lotly may, in its sole discretion, delete or de-identify Customer Data after the export period, subject to retention requirements imposed by FCRA, the Disposal Rule, audit, or legal-hold obligations.

9. Fees, Invoicing, and Refunds

9.1 Fees

Subscriber will pay the fees set forth on the applicable Order Form, plus any usage-based, per-transaction, or pass-through fees described in the Order Form, the Services, or Documentation. Pricing models may include per-lot, per-property, per-Authorized-User, transactional, à la carte, or flat-rate components. Vacant lots and inventory features carry the pricing rules disclosed at order time; pricing is subject to change in accordance with the Order Form and the Terms of Service.

9.2 Invoicing & Payment

Lotly will invoice Subscriber monthly in advance for fixed fees and monthly in arrears for usage-based and transactional fees. All amounts are due in U.S. dollars within fifteen (15) days of invoice date, without set-off, withholding, or counterclaim. Subscriber authorizes Lotly and its payment processors to charge the payment method on file for all amounts owed.

9.3 Late Payment

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Subscriber will reimburse Lotly for any reasonable collection costs (including attorneys’ fees) incurred to collect past-due amounts.

9.4 Non-Refundable

Fees are non-refundable except as expressly provided on the Order Form, in this Agreement, or as required by Applicable Law. Subscription fees are not refundable for partial periods, unused functionality, or Subscriber’s failure to use the Services. Per-transaction fees (Consumer Reports, payment-processing surcharges, certified-mail postage, and similar) are non-refundable once incurred. Subscriber may dispute a specific invoice in good faith by sending written notice within thirty (30) days of the invoice date; the parties will work in good faith to resolve disputes within fifteen (15) days.

9.5 Pricing Changes

Lotly may change pricing on not less than thirty (30) days’ prior written notice for non-promotional, non-pass-through changes. Pass-through changes from CRAs, payment processors, certified-mail providers, AI vendors, or other third-party providers, and changes required by Applicable Law, may be effective immediately upon posting and apply to invoices issued thereafter.

10. Taxes

Fees are exclusive of all taxes, including sales, use, value-added, services, or similar taxes (other than taxes based on Lotly’s net income). Subscriber is responsible for all such taxes. If Lotly is legally required to collect any such tax, the tax will be added to Subscriber’s invoice and paid by Subscriber.

11. Data Ownership & Use

11.1 Customer Data

As between the parties, Subscriber owns Customer Data, subject to Lotly’s license set forth in Section 11.3. Subscriber represents and warrants that it has all rights, consents, and authorizations necessary for Lotly to host, process, and use Customer Data in connection with the Services and as otherwise permitted under this Agreement.

11.2 Lotly Data

Lotly owns all right, title, and interest in and to the Lotly Data, the Services, the Documentation, and all improvements, derivatives, and aggregated outputs.

11.3 License from Subscriber

Subscriber grants Lotly a worldwide, royalty-free, non-exclusive, sublicensable license, during the Subscription Term and any retention period, to: (a) host, store, transmit, display, copy, and process Customer Data as necessary to operate, maintain, support, and improve the Services and to fulfill Lotly’s obligations; (b) generate aggregated, de-identified, or statistical information from Customer Data and use such information for any lawful purpose, including service improvement, benchmarking, analytics, fraud detection, research, and reporting (such information will not include personally identifiable information about any specific User and will not be used to identify Subscriber); and (c) comply with any subpoena, lawful demand, or other legal process. For clarity and consistent with the Privacy Policy, Lotly does not use Customer Data to train or fine-tune consumer-facing, general-purpose, cross-customer, or foundational external artificial-intelligence or machine-learning models, except where expressly disclosed in this Agreement, the Privacy Policy, or an executed Order Form or addendum and affirmatively agreed to by Subscriber in a separate written agreement. Lotly may use anonymized and aggregated data derived from Customer Data to operate, secure, debug, audit, and improve the Services, including internal models, fraud-detection systems, abuse-detection systems, infrastructure-operation systems, and other service-functionality purposes that do not produce consumer-facing scores, ratings, recommendations, or eligibility determinations.

11.4 Resident-Submitted Information

Where Residents submit information to the Services through the Tenant Portal, that information is part of Customer Data for purposes of this Agreement. Subscriber represents and warrants that it is the “controller” or “business” (as those terms are used in applicable privacy laws) of Resident-submitted information and that it has provided all required notices and obtained all required consents from Residents.

12. Data Processing Addendum

Where Subscriber is a “business,” “controller,” “operator,” or analogous designated party under CCPA/CPRA, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, the Oregon Consumer Privacy Act, the Montana Consumer Data Privacy Act, the Iowa Consumer Data Protection Act, the Indiana Consumer Data Protection Act, the Tennessee Information Protection Act, the Delaware Personal Data Privacy Act, the New Jersey Data Protection Act, the Maryland Online Data Privacy Act, the Minnesota Consumer Data Privacy Act, the Rhode Island Data Transparency and Privacy Protection Act, the Kentucky Consumer Data Protection Act, the Nebraska Data Privacy Act, the New Hampshire data-privacy law (RSA ch. 507-H / SB 255), the Washington My Health My Data Act (where applicable), or any other applicable U.S. state privacy law, and Lotly processes personal information on Subscriber’s behalf, the parties agree to the terms of the Lotly Data Processing Addendum (“DPA”), which is incorporated by reference and available upon request to legal@lotly.ai. Where the DPA conflicts with this Agreement with respect to processing of personal information, the DPA controls.

13. Confidentiality

13.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential, including without limitation pricing, product roadmaps, source code, algorithms, models, financial information, customer lists, and Customer Data. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement; (b) was rightfully known by the Recipient before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed by the Recipient without use of Confidential Information.

13.2 Obligations

The Recipient will (a) use Confidential Information only as necessary to perform under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses for its own similar information, but in no event less than a reasonable standard of care; and (c) limit access to Authorized Users with a need to know who are bound by confidentiality obligations no less protective than this Section 13.

13.3 Compelled Disclosure

The Recipient may disclose Confidential Information to the extent required by court order, subpoena, or other legal process, provided that the Recipient (where legally permitted) gives the Discloser prompt notice and reasonable opportunity to seek a protective order.

14. Security & Breach Notification

14.1 Security Program

Lotly will maintain an information security program designed to protect Customer Data against unauthorized access, use, disclosure, and destruction, consistent with industry standards for SaaS providers of similar size and offerings. The program includes administrative, technical, and physical safeguards, including (where appropriate to the nature of the data and the threat surface) access controls, role-based permissions, encryption of personal information in transit, secure logging and monitoring, vulnerability management, vendor security review, employee training, and incident-response planning.

14.2 Breach Notification

If Lotly determines that there has been a confirmed unauthorized acquisition of, or access to, Customer Data of a kind that triggers a notification obligation under Applicable Law (a “Security Incident”), Lotly will notify Subscriber without unreasonable delay (and in any event within the time required by Applicable Law) and will reasonably cooperate with Subscriber in the investigation. Notification timing, content, and method will follow the most stringent statutory requirement applicable to the affected residents, including without limitation Cal. Civ. Code §§ 1798.82 et seq., N.Y. Gen. Bus. Law §§ 899-aa – 899-bb, Mass. Gen. Laws ch. 93H, 201 CMR 17.00, the federal Gramm-Leach-Bliley Safeguards Rule (where applicable), HHS HIPAA breach-notification rules (where applicable), and analogous breach-notification statutes in every U.S. state and territory. Subscriber retains the obligation to notify Residents and regulators where required by Applicable Law and where the obligation runs directly to Subscriber as the controller.

14.3 Subscriber Security

Subscriber is responsible for the security of its devices, networks, accounts, credentials, and Authorized-User access. Subscriber will promptly notify Lotly of any suspected unauthorized access to Subscriber’s account.

15. Payments & Money Movement

15.1 Third-Party Processors

Online rent collection, application fees, and other payments are processed by third-party payment processors, currently Stax Payments, Accept Blue, and Plaid, as such list may be updated. Subscriber and its Residents may be required to accept the processor’s terms before making or receiving payments. Lotly is not a money transmitter, money services business, money-services-business agent, payment institution, or bank. All funds flow directly between the payer, the third-party payment processor, and the payee under the processor’s own merchant or money-transmission authority; Lotly does not hold, route, settle, escrow, disburse, take title to, or guarantee any payment. At no time does Lotly obtain possession, custody, or control of funds. Lotly has no fiduciary, custodial, escrow, or trust duty with respect to any funds processed through third-party payment processors. Any balance, transaction, settlement-status, payout-timing, or routing information displayed in the Services user interface is informational and reflects data reported by the third-party payment processor or banking partner; such display is not, and shall not be construed as, possession, custody, control, or constructive custody of funds by Lotly.

15.2 Allocation of Fees

Subscriber is responsible for properly allocating payment-processing fees between Subscriber and Resident in accordance with Applicable Law (including state laws that limit the operator’s ability to surcharge cards and that require disclosure of fees to consumers). Surcharging credit-card payments is prohibited or restricted in certain jurisdictions; Subscriber bears responsibility for compliance.

15.3 Failed Payments & Chargebacks

Subscriber is responsible for any failed-payment fees, returned-item fees, chargebacks, and reversals associated with Subscriber’s account or Residents’ payments through Subscriber’s account. Lotly may set off such amounts against any payments due to Subscriber.

15.4 Payment-Network and Banking-Rule Compliance

Lotly is not responsible for compliance with NACHA Operating Rules, Regulation E (12 C.F.R. Part 1005), Regulation Z, the Electronic Fund Transfer Act, card-network operating rules (Visa, Mastercard, Discover, American Express), or analogous payment-network and consumer-finance rules. Compliance with those rules — including but not limited to authorization, dispute-handling, error-resolution, unauthorized-debit liability, return-window obligations, and surcharging restrictions — is the responsibility of the applicable third-party payment processor and Subscriber.

16. Third-Party Integrations

The Services may include integrations with third-party products and services, including without limitation TransUnion, Asurint, Pinwheel, Stax Payments, Accept Blue, Plaid, Vosy LLC (Vosy.ai), certified-mail providers, accounting and tax integrations, and AI vendors. Subscriber’s use of any third-party integration is subject to that third party’s terms, and Subscriber’s use is at Subscriber’s own risk. Lotly is not responsible for any third-party integration, its terms, its availability, its accuracy, or any breach by the third party. Lotly is not the agent, partner, joint venturer, or representative of any consumer reporting agency, payment processor, or other third-party integration provider, and no such third party has authority to bind Lotly. The relationships between Lotly and the consumer reporting agencies whose Consumer Reports it resells are governed solely by the written reseller agreements between those parties; Subscriber is not a third-party beneficiary of those agreements.

17. Authorized Users & Access

Subscriber is responsible for the acts and omissions of its Authorized Users as if they were Subscriber’s own. Subscriber will (a) ensure each Authorized User complies with this Agreement, (b) maintain accurate Authorized-User records, (c) terminate Authorized-User access promptly when an individual leaves Subscriber’s employment or no longer needs access, (d) not share Authorized-User credentials, and (e) implement role-based access controls and least-privilege principles where appropriate to the sensitivity of the Customer Data and the Authorized User’s job function. Lotly may impose Authorized-User-count limits and may charge for additional Authorized Users in accordance with the Order Form.

18. Tenant Portal Use

Subscriber acknowledges that the Tenant Portal is a Resident-facing interface and that Residents may interact with Lotly-hosted interfaces (including authentication screens, payment screens, maintenance-request forms, and document portals) when they create credentials and use the Tenant Portal. The availability of the Tenant Portal to Residents does not, by itself, create a direct contractual, advisory, fiduciary, or service-provider relationship between Lotly and any Resident with respect to the underlying tenancy; Subscriber is and remains the housing provider, lease counterparty, and FCRA end user. Subscriber will provide Residents with any required disclosures, lease addenda, or notices regarding electronic communication, electronic signature, and use of the Tenant Portal. Subscriber will not use the Tenant Portal to send communications to Residents that violate TCPA, CAN-SPAM, the Telephone Consumer Protection Act, or any state communications law.

19. Listings Sites

Subscriber may publish per-property listings websites through the Services. Subscriber is solely responsible for the accuracy, legality, completeness, and non-infringement of all listing content, photographs, descriptions, prices, and contact information. Subscriber will comply with all applicable advertising, fair-housing, source-of-income, occupancy-limit, and accessibility laws in the publication of listings. Subscriber will obtain all required model releases, photographer licenses, and other rights for any photographs or content used.

20. Certified Mail Service

Lotly may provide a certified-mail integration through a third-party provider that prepares, prints, mails, and delivers return-receipt-tracked correspondence on Subscriber’s behalf. Subscriber is solely responsible for the legal sufficiency, accuracy, and timeliness of any notice prepared and sent through this service. Lotly does not warrant that any specific notice is legally sufficient or timely under Applicable Law; that determination is the Subscriber’s alone. Subscriber is responsible for selecting addresses, confirming statutory notice periods, and engaging counsel as appropriate. Postage, certified-mail, and return-receipt fees are pass-through and non-refundable.

21. Reference Communication Tool & Operational Processing

The Services include a Reference Communication Tool through which Subscriber may transmit reference questionnaires to prior landlords and receive their written responses, as further described in Section 11 of the Terms of Service. Lotly does not evaluate, score, classify, summarize, or interpret any Reference Communication, and does not produce any consumer-facing scoring, rating, recommendation, or eligibility determination from any Reference Communication or Consumer Report. Lotly does not moderate, screen, verify, edit, or curate Reference Communications, and disclaims any liability arising from the content, accuracy, completeness, lawfulness, or character of any such communication. Subscriber acknowledges that any reference response is the speech of the responding prior landlord (not Lotly), that Lotly does not verify any prior landlord’s identity, relationship, or statements, and that the Subscriber is solely responsible for evaluating, weighing, and acting on any reference response. Subscriber will not feed Consumer Report data, sensitive personal information, or any data that Subscriber is contractually or legally restricted from disclosing to any third-party vendor that has not been approved by Lotly. Where third-party operational vendors process Customer Data on Lotly’s behalf, those vendors are bound by data-protection terms that prohibit use of inputs to train consumer-facing or general-purpose foundation models.

22. APIs

If Subscriber accesses the Services through APIs, Subscriber agrees to (a) authenticate using only credentials issued to Subscriber by Lotly; (b) abide by published rate limits, request-volume limits, and fair-use guidelines; (c) not store API responses beyond the period reasonably necessary for Subscriber’s own internal use, except as required for legal compliance, FCRA recordkeeping, audit, dispute resolution, security logging, or other obligations imposed by Applicable Law; (d) not redistribute or sublicense API responses to any third party; (e) not use the APIs to scrape data, build a competing product, or extract aggregate data sets; and (f) execute any separate API addendum required by Lotly. Lotly may modify, throttle, deprecate, or discontinue any API at any time.

23. Service Levels & Support

23.1 Availability

Lotly will use commercially reasonable efforts to make the Services available 24x7, excluding scheduled maintenance, emergency maintenance, and any unavailability caused by force majeure or factors outside Lotly’s reasonable control. Lotly does not commit to a specific uptime percentage absent an executed service-level addendum, and no specific uptime warranty is created by this Agreement.

23.2 Support

Lotly provides email support during U.S. business hours. Response targets and channels are described in Documentation and may be expanded by an executed support addendum.

24. Warranties & Disclaimers

24.1 Mutual Warranties

Each party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement; (b) its execution does not conflict with any other agreement; and (c) it will comply with all Applicable Law in performing under this Agreement.

24.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 24.1, THE SERVICES, CONSUMER REPORTS, REFERENCE COMMUNICATIONS, AUTOMATED PLATFORM FEATURES, CALCULATORS, MARKETING-SITE CONTENT, BLOG ARTICLES, GLOSSARY ENTRIES, STATE-BY-STATE INFORMATION, INDUSTRY DATA, COMPARISONS, AND ALL OTHER MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOTLY DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TITLE, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LOTLY DOES NOT WARRANT THAT (a) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) DEFECTS WILL BE CORRECTED; (c) THE SERVICES OR ANY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (d) ANY CONSUMER REPORT, REFERENCE COMMUNICATION, CALCULATOR OUTPUT, BLOG ARTICLE, GLOSSARY ENTRY, STATE GUIDE, OR INDUSTRY-DATA FIGURE IS ACCURATE, COMPLETE, OR CURRENT; OR (e) THE SERVICES WILL SATISFY SUBSCRIBER’S SPECIFIC REQUIREMENTS OR COMPLY WITH THE LAWS OF ANY SPECIFIC JURISDICTION.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (i) ONE THOUSAND DOLLARS (US$1,000) OR (ii) THE FEES PAID BY SUBSCRIBER TO LOTLY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, UNLESS A DIFFERENT CAP IS EXPRESSLY SET FORTH IN AN EXECUTED ORDER FORM, ENTERPRISE ADDENDUM, OR DATA PROCESSING ADDENDUM.

(c) THE LIMITATIONS IN THIS SECTION 25 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THE LIMITATIONS REFLECT AN ALLOCATION OF RISK BETWEEN THEM AND ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN.

(d) THE LIMITATIONS IN SECTION 25(a) AND 25(b) DO NOT APPLY TO (i) SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 26; (ii) SUBSCRIBER’S BREACH OF SECTION 4, SECTION 5, SECTION 13, OR SECTION 9; (iii) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY; (iv) AMOUNTS OWED BY SUBSCRIBER UNDER AN ORDER FORM; (v) A SECURITY INCIDENT DIRECTLY AND SOLELY CAUSED BY LOTLY’S WILLFUL MISCONDUCT, AS DETERMINED BY A FINAL, NON-APPEALABLE ADJUDICATION OF A COURT OF COMPETENT JURISDICTION; (vi) LOTLY’S WRITTEN INTELLECTUAL-PROPERTY INDEMNITY OBLIGATIONS, IF ANY, EXPRESSLY ACCEPTED BY LOTLY IN AN ORDER FORM OR ENTERPRISE ADDENDUM; OR (vii) LIABILITY THAT BY LAW CANNOT BE LIMITED. FOR (v) AND (vi), LOTLY’S AGGREGATE LIABILITY IS CAPPED AT THE GREATER OF (A) US$100,000 OR (B) TWO TIMES THE FEES PAID BY SUBSCRIBER TO LOTLY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCEPT WHERE A HIGHER CAP IS EXPRESSLY AGREED IN AN EXECUTED ORDER FORM OR ENTERPRISE ADDENDUM. IN NO EVENT SHALL ANY SECURITY INCIDENT INCREASE THE AGGREGATE LIABILITY CAP UNLESS EXPLICITLY AGREED IN A SIGNED ORDER FORM OR ENTERPRISE ADDENDUM. THE STANDARD CAP IN SECTION 25(b) SHALL APPLY AT ALL PROCEDURAL STAGES PRIOR TO ANY FINAL, NON-APPEALABLE ADJUDICATION DESCRIBED IN (v); ALLEGATIONS OR PLEADINGS, BY THEMSELVES, ARE NOT SUFFICIENT TO TRIGGER THE (v) CARVE-BACK.

(f) Cap-and-carveout alignment. Any claim subject to indemnification under Section 26 (including any claim alleging that Lotly functioned as a consumer reporting agency, “assembler,” data broker, end user, or other regulated party as a result of Subscriber’s configuration or use of the Services) is also excluded from the liability cap in Section 25(b) to the fullest extent permitted by Applicable Law.

(e) Some jurisdictions do not allow exclusion or limitation of certain damages; in those jurisdictions, the foregoing exclusions and limitations apply to the maximum extent permitted by law.

26. Indemnification

26.0 Enterprise Order Form Override

The indemnification scope, defense-control, and cost-advancement provisions in this Section 26 reflect Lotly’s default commercial posture. The parties may, by mutual written agreement in an executed Order Form, enterprise addendum, or master services schedule, modify the scope of Subscriber’s indemnification obligations under Section 26.1, the procedural mechanics in Section 26.3, or the third-party reliance shield in Section 26.4, including by providing for mutual indemnification, expanded Lotly indemnity, capped Subscriber indemnity, or alternative defense-control arrangements. Absent such mutual written agreement, this Section 26 controls.

26.1 By Subscriber

Subscriber will defend, indemnify, and hold harmless Lotly and its affiliates, officers, directors, employees, and agents (the “Lotly Indemnitees”) from and against any third-party claim, demand, action, proceeding, loss, damage, liability, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to:

1. Subscriber’s breach of any of Section 4, Section 5, Section 7, or any other obligation of this Agreement;
2. Subscriber’s violation of FCRA, FHA, ECOA, ADA, TCPA, CAN-SPAM, COPPA, ESIGN, BIPA, the Disposal Rule, CCPA/CPRA, or any other Applicable Law;
3. any decision Subscriber makes based on Consumer Reports, Reference Communications, calculator outputs, or other content from the Services;
4. any dispute between Subscriber and any Resident, Applicant, vendor, or third party concerning a property, lease, payment, eviction, accommodation, lockout, repossession, or similar matter;
5. Customer Data, including allegations that Customer Data infringes a third party’s rights or violates Applicable Law;
6. listings content published through the Services;
7. any communications Subscriber sends to Residents, Applicants, or other third parties through the Services;
8. any Authorized User’s acts or omissions; or
9. any breach of Subscriber’s account security caused by Subscriber’s acts or omissions; or
10. any claim alleging that Lotly functioned as a consumer reporting agency, “assembler” of consumer reports, data broker, end user, decision-maker, joint controller, or other regulated party, to the extent the claim is caused by, arises out of, or relates to Subscriber’s configuration, customization, automation, or use of the Services (including any Subscriber-defined Screening Criteria, automation rules, or workflow configuration).

26.2 By Lotly (IP Indemnity)

Lotly will defend Subscriber against any third-party claim alleging that the Services, when used as authorized under this Agreement, infringe any U.S. patent, copyright, or registered trademark of a third party (a “Covered Claim”), and will pay damages finally awarded against Subscriber in connection with a Covered Claim or amounts agreed in settlement. Lotly’s obligation under this Section 26.2 does not apply to claims arising from (a) Subscriber’s use of the Services in combination with non-Lotly products or services; (b) modifications to the Services not made by Lotly; (c) Customer Data; (d) Subscriber’s use after Lotly has notified Subscriber to discontinue use; or (e) Subscriber’s breach of this Agreement.

26.3 Procedure

The indemnified party will (a) give prompt written notice of any indemnified claim; (b) reasonably cooperate in the defense; and (c) not settle any claim without the indemnifying party’s prior written consent. The indemnifying party has sole control of the defense and settlement, provided that no settlement may admit liability of, or impose a non-monetary obligation on, the indemnified party without consent. With respect to any claim covered by Section 26.1 (Subscriber indemnification of Lotly), Lotly may, in its sole discretion and upon written notice to Subscriber, assume exclusive control of the defense (including the selection of counsel) at any time, with Subscriber bearing all reasonable defense costs, attorneys’ fees, and expert costs. Subscriber will advance reasonable defense costs upon Lotly’s written demand, subject to a true-up at the conclusion of the matter.

26.4 Third-Party Reliance Shield

Subscriber acknowledges that Lotly does not assume responsibility for the acts, omissions, performance, or compliance of any third-party provider integrated into or accessed through the Services, including consumer reporting agencies, payment processors, telephony providers, identity-verification vendors, mapping providers, AI / LLM providers, or other data vendors, even where the third party is accessed through the platform interface or branding suggests integration. Subscriber’s recourse against any third-party provider runs against that provider directly, subject to the third party’s own terms.

27. Insurance

Subscriber will maintain commercially reasonable insurance coverage for its operations, including general liability, professional liability or errors-and-omissions, cyber liability, and property insurance as appropriate to its business. Upon request, Subscriber will provide Lotly with certificates evidencing coverage.

28. Audit Rights

Lotly may, on reasonable prior notice and not more than once per calendar year, audit Subscriber’s use of the Services and compliance with Sections 4, 5, 7, and 13. Lotly may conduct additional audits beyond the once-per-calendar-year baseline only upon reasonable suspicion of material breach, supported by specific factual indicators — for example, (a) a written CRA, regulator, or law-enforcement inquiry implicating Subscriber’s use of the Services; (b) a credible, documented complaint from an Applicant, Resident, or other identifiable consumer alleging misuse of Consumer Reports or violation of FCRA; (c) a Security Incident attributable to Subscriber’s account; (d) anomalous pull patterns, falsified certifications, or other objectively documented indicators of FCRA misuse; or (e) a written demand from a CRA under Lotly’s reseller agreement — in each case consistent with Lotly’s obligations under its agreements with consumer reporting agencies. Lotly may direct an independent auditor or use Lotly personnel. Subscriber will reasonably cooperate. Audits will be conducted during business hours and will not unreasonably interfere with Subscriber’s operations. If an audit reveals material non-compliance, Subscriber will reimburse Lotly’s reasonable audit costs. Lotly may require, as part of any audit conducted under this Section, access to Subscriber’s system access logs, API usage logs, pull-history records, certifications, screening-criteria configurations, and other documentation reasonably necessary to verify FCRA, Privacy-Law, and Agreement compliance, in each case scoped to what is reasonably proportionate to the audit purpose. Lotly may suspend Subscriber’s access to the Services if Subscriber refuses or unreasonably delays a properly-noticed audit after a reasonable opportunity to comply, and may keep the suspension in effect until the audit is completed or the suspected non-compliance is resolved to Lotly’s reasonable satisfaction. Audit rights under this Section will be exercised in good faith, with reasonable advance notice (except where a CRA, regulator, or law-enforcement demand requires otherwise), and consistent with Subscriber’s legitimate confidentiality, trade-secret, and privileged-communication interests.

29. Export Controls and Sanctions

Subscriber represents and warrants that Subscriber and its principals, beneficial owners, Authorized Users, and Residents are not located in any country or on any list described in the Terms of Service, and that Subscriber’s use of the Services complies with U.S. export control and economic-sanctions laws.

30. Publicity

Lotly may identify Subscriber as a customer in marketing materials and may use Subscriber’s name, logo, and aggregated, anonymized usage statistics in case studies, customer lists, and presentations, subject to Subscriber’s reasonable trademark guidelines. Subscriber may opt out by sending written notice to legal@lotly.ai. Neither party will issue a press release or other public statement about the parties’ relationship without the other party’s prior written consent.

30.1 Subscriber Communications & Voice Calls

30.1.1 TCPA / SMS / email. Where Subscriber uses the Services to send SMS, email, or other electronic communications, Subscriber is the “sender,” “maker,” “initiator,” and (where applicable) “seller” of those communications for purposes of the Telephone Consumer Protection Act, 47 U.S.C. § 227, the federal CAN-SPAM Act, 15 U.S.C. § 7701 et seq., the federal Telemarketing Sales Rule, and analogous state law. Subscriber will obtain all consents required by Applicable Law from each recipient before sending any communication, including without limitation prior express written consent for marketing messages sent using an automatic telephone dialing system or artificial or prerecorded voice. Subscriber acknowledges that Lotly does not initiate calls or messages and functions solely as a platform made available for Subscriber-controlled communications; Subscriber selects, configures, schedules, and triggers all such communications. Lotly is the transmission infrastructure and is not the sender of, and does not warrant the lawfulness of, communications initiated by Subscriber.

30.1.2 Voice calls and call recording (two-party consent). Where Subscriber uses the Services to place outbound calls, receive inbound calls, route voicemail, or interact with voice-agent / interactive-voice-response functionality (including through Lotly’s telephony processor, currently Vosy LLC (Vosy.ai)), Subscriber is solely responsible for compliance with all federal and state laws governing the recording, monitoring, or interception of voice communications, including the federal Wiretap Act, 18 U.S.C. § 2511, and state two-party-consent statutes in California (Cal. Penal Code § 632), Florida (Fla. Stat. § 934.03), Illinois (720 ILCS 5/14-2), Maryland (Md. Code Ann., Cts. & Jud. Proc. § 10-402), Massachusetts (M.G.L. ch. 272 § 99), Montana (Mont. Code Ann. § 45-8-213), Nevada (NRS § 200.620), New Hampshire (N.H. RSA 570-A:2), Pennsylvania (18 Pa. C.S. § 5703-04), Washington (RCW § 9.73.030), and analogous laws in other states. Where Applicable Law requires, Subscriber will obtain all required consents (and provide all required disclosures) from each call participant before any recording or monitoring is initiated. Subscriber will indemnify and hold Lotly harmless from any TCPA, CAN-SPAM, Wiretap Act, or state-communications-law claim arising from Subscriber’s communications or call-recording practices, as further described in Section 26.

30.2 State-Specific Subscriber Obligations

30.2.1 Washington My Health My Data Act. Subscriber will not upload, transmit, or otherwise process “consumer health data” within the meaning of the Washington My Health My Data Act, RCW ch. 19.373, through the Services without first executing a written agreement with Lotly that addresses MHMD requirements, including any required consumer-health-data privacy policy, consent, and authorization obligations. Lotly does not knowingly collect or process consumer health data within the meaning of MHMD.

30.2.2 Not a registered data broker. Lotly operates as a direct-relationship platform and does not sell, license, or otherwise transfer for valuable consideration consumer personal information to unrelated third parties for the third party’s own commercial use. Lotly is not a registered data broker under California Civil Code § 1798.99.80 et seq. (the “Delete Act”), the Vermont data-broker registry (9 V.S.A. ch. 62), the Texas data-broker statute (Tex. Bus. & Com. Code ch. 509), the Oregon data-broker registry (ORS § 646A.500 et seq.), or analogous data-broker registries in other states.

30.2.3 Adverse-action timing variations. Subscriber acknowledges that several states impose specific adverse-action notice timing, content, and delivery requirements that go beyond FCRA § 615 (for example, Cal. Civ. Code § 1785.20.5, Wisconsin Stat. § 134.97, the Cook County Just Housing Amendment two-step process, and analogous laws). Subscriber is solely responsible for compliance with all such state-specific adverse-action obligations applicable to Subscriber’s properties.

30.2.4 Accessibility. Lotly maintains an Accessibility Statement at lotly.ai/accessibility describing its WCAG 2.1 AA conformance commitment, ADA Title III posture, and reasonable-accommodation process. Subscriber acknowledges that Subscriber-uploaded content (listings, photographs, documents, lease templates, and the like) is the responsibility of Subscriber for accessibility purposes, and Subscriber will use commercially reasonable efforts to provide accessible content within the Services.

31. Governing Law; Dispute Resolution

NOTICE: BINDING ARBITRATION AND CLASS-ACTION WAIVER. THE PARTIES AGREE TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION AND WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION, AS SET FORTH IN SECTION 23 OF THE TERMS OF SERVICE, WHICH IS INCORPORATED BY REFERENCE. SUBSCRIBER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING IN ANY FORUM, WHETHER IN ARBITRATION OR IN ANY COURT.

This Agreement is governed by the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to conflict-of-laws principles. The dispute-resolution, arbitration, class-action-waiver, and venue provisions of Section 23 of the Terms of Service are incorporated by reference and apply to disputes arising out of this Agreement, except that for Subscriber-only commercial disputes the parties may, by mutual written agreement, elect to submit a dispute to JAMS Comprehensive Arbitration in lieu of Streamlined Arbitration. If the agreement to arbitrate is held unenforceable as to a particular dispute (and Section 23.9 of the Terms of Service does not otherwise carve such dispute back into arbitration), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Placer County, California, and waive any objection to such venue based on inconvenient forum or otherwise.

Commercial fairness. The parties acknowledge that this Agreement allocates risk between two commercial parties and that Subscriber has had the opportunity to review the Agreement, consult counsel, and propose modifications via Order Form or enterprise addendum (see Section 2, Section 25(b), Section 25(d)(vi), Section 26.0, and similar override provisions). The combined effect of the indemnification, limitation-of-liability, suspension, and arbitration provisions is intended as a balanced commercial allocation reflecting the regulated nature of the Services; the parties further agree that they have negotiated this Agreement at arm’s length and that the limitations and allocations herein form an essential basis of the bargain.

32. General Provisions

32.1 Entire Agreement

This Agreement (together with the Terms of Service, Privacy Policy, DPA, and any executed Order Forms or addenda) is the entire agreement between the parties on the subject matter and supersedes all prior or contemporaneous understandings, whether written or oral. Each party acknowledges that it has not relied on any representation or warranty not expressly set forth in this Agreement.

32.2 Order of Precedence

In the event of conflict, the order of precedence is: (a) signed addendum or Order Form (with respect to its subject matter); (b) this Agreement; (c) the Terms of Service; (d) the Privacy Policy; (e) Documentation and product policies.

32.3 Modifications

Lotly may modify this Agreement on not less than thirty (30) days’ notice (delivered by email, in-product banner, or posting). Material changes will be highlighted. Subscriber’s continued use of the Services after the effective date constitutes acceptance. If Subscriber does not agree to a modification, Subscriber’s sole and exclusive remedy is to terminate the Services under Section 8 prior to the effective date of the modification; continued use after that date constitutes binding acceptance. Pricing changes are governed by Section 9.5.

32.4 Assignment

Subscriber may not assign or transfer this Agreement without Lotly’s prior written consent. Lotly may assign this Agreement (in whole or in part) to any affiliate or to any successor in connection with a merger, acquisition, reorganization, or sale of assets, without consent. Any prohibited assignment is void.

32.5 Survival

Sections that by their nature should survive termination will survive, including without limitation: Section 4 (Subscriber Certifications), Section 5 (FCRA Reseller Compliance), Section 6 (Decision Responsibility), Section 9 (Fees, Invoicing, and Refunds — for amounts owed), Section 11 (Data Ownership & Use), Section 13 (Confidentiality), Section 14 (Security & Breach Notification), Section 15 (Payments — for outstanding obligations), Section 24 (Warranties & Disclaimers), Section 25 (Limitation of Liability), Section 26 (Indemnification, including the third-party reliance shield in Section 26.4), Section 28 (Audit Rights — for the period reasonably necessary to verify pre-termination compliance), Section 31 (Governing Law and Dispute Resolution, including the arbitration and class-action-waiver provisions), and this Section 32.

32.6 Force Majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including those described in the Terms of Service.

32.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship.

32.8 No Third-Party Beneficiaries

Except for the Lotly Indemnitees in Section 26, there are no third-party beneficiaries to this Agreement.

32.9 Counterparts; Electronic Signatures

This Agreement and any Order Form may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Electronic signatures and click-through acceptances satisfy any legal writing requirement.

32.10 Notices

Notices to Lotly must be sent to legal@lotly.ai and to Lotly Software LLC, Attn: Legal, 5754 Lonetree Blvd, STE C7, Rocklin, CA 95765. Notices to Subscriber may be sent to the email address on file or to the billing address on the Order Form. Electronic notice to the registered account email or to the legal-contact email designated in Subscriber’s account constitutes legally sufficient notice for all purposes under this Agreement, except where Applicable Law requires a specific physical-mail or other prescribed method.

32.11 Severability

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

33. Contact

Lotly Software LLC
Attn: Legal
5754 Lonetree Blvd, STE C7
Rocklin, CA 95765
Email: legal@lotly.ai · General: Contact@Lotly.ai · Phone: (916) 824-5000

About this document. This Master Subscriber Agreement supersedes all prior versions. If a Subscriber previously accepted an earlier version of this Agreement or the prior “Terms and Conditions,” continued use of the Services after the “Last Updated” date constitutes acceptance of this version.