TaskEstate Business Subscription Agreement (B2B)

Updated 7 min read

IMPORTANT: This Agreement is a legally binding contract between TaskEstate and a business customer. If you are accepting on behalf of a company, you represent you have authority to bind that company.

1. Parties

This Business Subscription Agreement (“Agreement”) is between: doing business as TaskEstate (“TaskEstate,” “Provider,” “we,” “us”), and the business entity accepting this Agreement (“Customer,” “you”).

2. Acceptance; Authority

  1. Acceptance. Customer accepts this Agreement by (a) clicking an “I Agree” (or similar) button, (b) executing an order form or statement of work that references this Agreement, or (c) accessing or using the Services.
  2. Authority. If you accept on behalf of an entity, you represent and warrant you have authority to bind that entity, and “Customer” refers to that entity.

3. Definitions

  1. “Services” means TaskEstate’s software platform and related services for property-complex management, maintenance workflows, inspections, and reporting.
  2. “Order” means an online plan selection, order form, or statement of work specifying subscription tier, fees, and limits.
  3. “Documentation” means user guides and help materials made available by Provider.
  4. “Customer Data” means data and content submitted to the Services by or on behalf of Customer.
  5. “Authorized Users” means Customer’s employees and contractors authorized to use the Services under Customer’s account.

4. Services; Changes

  1. Provision. Provider will make the Services available to Customer during the subscription term in the applicable Order, subject to this Agreement.
  2. Changes. Provider may update or modify the Services provided changes do not materially reduce core functionality for Customer’s active subscription tier.
  3. Third-Party Providers. Provider may use third parties (e.g., hosting) to provide parts of the Services consistent with Provider’s confidentiality and security obligations.

5. Customer Responsibilities; Acceptable Use

  1. Account Security. Customer is responsible for all activity under its account and for maintaining the confidentiality of credentials.
  2. Acceptable Use. Customer will not (and will not permit any third party to):
    • violate any applicable law or regulation;
    • attempt unauthorized access to systems, probe, scan, or test vulnerabilities;
    • upload malware or harmful code;
    • reverse engineer or attempt to derive source code except to the extent prohibited by law;
    • resell, sublicense, or provide the Services to third parties except as expressly permitted in an Order.
  3. Usage Limits. Customer’s use is subject to plan limits in the Order (e.g., properties/units/users/storage/work orders). Provider may enforce limits and suspend or restrict access for material overages after reasonable notice.

6. Fees; Payment; Taxes

  1. Fees. Customer will pay fees specified in the Order. Unless required by law or stated in the Order, fees are non-refundable.
  2. Payment Terms. Invoices are due 30 days from invoice date (or as stated in the Order). Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
  3. Taxes. Fees exclude taxes. Customer is responsible for applicable sales/use/VAT/GST or similar taxes, excluding taxes on Provider’s income.

7. Data; Privacy; Security

  1. Customer Data Ownership. Customer retains ownership of Customer Data. Customer grants Provider a license to host, process, and display Customer Data solely to provide and improve the Services and fulfill this Agreement.
  2. Customer Warranties. Customer represents it has all rights needed to provide Customer Data and that Customer Data does not violate law or third-party rights.
  3. Security. Provider will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data.
  4. DPA (If Applicable). If required by privacy laws, the Parties will execute a data processing addendum (“DPA”).

8. Support; SLA (If Any)

  1. Support. Provider will provide support in accordance with the support terms of the applicable plan or Order.
  2. SLA. If an uptime SLA applies, it will be stated in an Order or separate SLA policy. Service credits (if any) are Customer’s exclusive remedy for SLA breaches.

9. Intellectual Property

  1. Provider IP. Provider retains all rights in the Services, Documentation, and related technology, including improvements and derivatives.
  2. Feedback. Customer grants Provider the right to use feedback without restriction or obligation.

10. Confidentiality

  1. Confidential Information. Non-public information disclosed by one Party to the other and marked or reasonably understood as confidential.
  2. Protection. The receiving Party will protect Confidential Information with reasonable care and use it only to perform under this Agreement.
  3. Exclusions. Confidential Information does not include information that is public, independently developed, or rightfully obtained without breach.
  4. Compelled Disclosure. The receiving Party may disclose Confidential Information if legally compelled, after providing notice if permitted.

11. Warranties; Disclaimers

  1. Performance Warranty. Provider will provide the Services in a professional and workmanlike manner.
  2. Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Provider does not warrant uninterrupted or error-free operation.

12. Limitation of Liability

  1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION.
  2. Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THE APPLICABLE ORDER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  3. Exceptions. This Section does not apply to (a) Customer’s payment obligations; (b) either Party’s breach of confidentiality; or (c) willful misconduct or fraud.

13. Term; Termination; Suspension

  1. Term. This Agreement remains in effect while any Order is active.
  2. Termination for Cause. Either Party may terminate an Order for material breach not cured within 30 days after written notice.
  3. Suspension. Provider may suspend access for non-payment of undisputed fees or material violations of Acceptable Use, where practicable after notice.
  4. Data Export and Deletion. Upon request made within [30] days after termination, Provider will make Customer Data available for export in a standard format (unless legally prohibited). Provider may delete Customer Data after [60–90] days.

14. Dispute Resolution; Binding Arbitration; Litigation Waiver; Governing Law and Venue

  1. Good-Faith Negotiation First. Before initiating arbitration, a Party must provide written notice describing any dispute, claim, or controversy arising out of or relating to the Services or this Agreement (“Dispute”). The Parties will attempt in good faith to resolve the Dispute through negotiations between authorized representatives. The Parties will meet within 15 business days after notice and continue efforts for at least 30 days unless resolved sooner.
  2. Binding Arbitration (Mandatory). If the Dispute is not resolved by negotiation, the Dispute will be resolved exclusively by final and binding arbitration, not in court, except as expressly permitted below. The arbitration will be administered by [AAA or JAMS] under its then-current commercial arbitration rules.
  3. Arbitration Seat and Hearing Location. The legal seat of arbitration will be San Diego, CA. Hearings may be conducted in person, by video conference, or based on written submissions, at the arbitrator’s discretion. The arbitration will be conducted by one arbitrator.
  4. Litigation Waiver; Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO SUE IN COURT FOR ANY DISPUTE SUBJECT TO ARBITRATION UNDER THIS AGREEMENT, AND WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PERMITTED COURT PROCEEDING.
  5. Carve-Out for Injunctive Relief. Either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent (a) unauthorized access to or misuse of the Services, (b) infringement or misappropriation of intellectual property, or (c) unauthorized disclosure of Confidential Information, solely to preserve the status quo pending arbitration.
  6. Carve-Out for Collections (Optional). Provider may bring a court action solely to collect undisputed past-due fees, interest, and permitted costs. Any disputed counterclaims remain subject to arbitration.
  7. Governing Law. This Agreement and any Dispute will be governed by the laws of San Diego, CA, without regard to conflict-of-law principles.
  8. Venue for Permitted Court Proceedings. For any court proceeding permitted under this Agreement (injunctive relief, collections if applicable, or enforcement of an arbitral award), each Party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in San Diego, CA, and waives any objection to venue or inconvenient forum.
  9. Class/Representative Action Waiver. Disputes must be brought only on an individual basis. Neither Party may bring a class, collective, representative, or private attorney general action, to the maximum extent permitted by law.
  10. Confidentiality of Arbitration. The arbitration proceedings and award will be confidential except as needed to enforce an award or as required by law.
  11. Continued Performance. During dispute resolution, the Parties will continue performing obligations, and Customer will continue paying undisputed amounts.

15. Notices

Notices must be in writing and delivered by personal delivery, reputable courier, or email with confirmation, to the addresses on record or to the following notice email: [email protected].

16. Miscellaneous

  1. Assignment. Customer may not assign this Agreement without Provider’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
  2. Force Majeure. Neither Party is liable for delays due to events beyond reasonable control.
  3. Entire Agreement; Order of Precedence. This Agreement and Orders are the entire agreement. If there is a conflict, the Order controls for pricing/limits, then this Agreement.
  4. Severability. If any provision is unenforceable, the remainder remains effective, and the provision will be reformed to the maximum extent permitted.
  5. No Waiver. Failure to enforce a provision is not a waiver.
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