Re-Leased
Terms and Conditions
Re-Leased - Master Services Agreement
Last updated: 1 April 2026
This Master Services Agreement ("MSA") is a legally binding contract between the customer ("Customer" or "you") listed in the applicable Sales Order and the Re-Leased entity specified in Section 24 ("Re-Leased", "we" or "us") and sets out the terms and conditions under which you may access and use the Services. If Customer is not eligible or does not agree to the terms and conditions of this MSA, then Customer does not have Re-Leased permission to use the Service. Customer's use of and Re-Leased's provision of the Service to Customer, constitutes an agreement by Re-Leased and by Customer to be bound by this MSA.
For previous versions of this agreement and associated exhibits please jump over to our Trust Centre at: Re-Leased's Trust Centre
1. Interpretation
If the Service is being used on behalf of a company or other entity by an individual authorized to accept this MSA on its behalf, then all references to "Customer," refer to the company or other entity. If Customer is a company or other entity, the individual accepting this MSA on Customer's behalf represents and warrants that they have authority to bind Customer to this MSA.
2. Additional Terms
Your use of the Services is subject to all additional terms, policies, rules or guidelines applicable to the Service or (or certain features of the Service) that we may post or make available on the Service, including our:
a) Customer Data Protection Agreement ("DPA");
b) Service Level Terms; and
c) API Terms of Service.
Each of which can be found in our trust center, available at Re-Leased's Trust Centre (collectively "Additional Terms"), each of which may be updated from time to time. All Additional Terms are incorporated by reference into, and made a part of, this MSA.
3. Modification of MSA
Re-Leased may modify this MSA from time to time with notice to Customer, and such modifications take effect at Customer's next Subscription Term, unless Re-Leased indicates an earlier effective date or if such modifications are required for Re-Leased's compliance with updates and changes to applicable law and regulatory compliance obligations. If Re-Leased requires modifications with an earlier effective date that materially impact Customer's rights under this MSA, Re-Leased will promptly notify Customer. If Customer objects to such modified MSA, Customer's exclusive remedy is to terminate this MSA with notice to Re-Leased, in which case Re-Leased will provide Customer a refund of any pre-paid Fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Re-Leased of its objections within thirty (30) days after Re-Leased's notice of the modified MSA. Once the modified MSA takes effect Customer's continued use of the Service constitutes its acceptance of the modifications. Re-Leased may require Customer to click to accept the modified MSA.
4. Services
4.1 Services; Ordering Process. This MSA governs Customer's use of Re-Leased's platform and related web applications and web services (the "Services"), as identified in the relevant sales order form executed by the parties that references this MSA (each, a "Sales Order"). Each Sales Order will include the specific Service ordered by Customer, including, as applicable, the number of seats, and the time period for which such Sales Order applies.
4.2 Statements of Work. If Re-Leased offers Customer any training, configuration, data migration, implementation or similar services ("Implementation Services"), such Implementation Services will be governed under a separate statement of work which expressly references this MSA ("SOW"). Upon execution by both parties, such SOW will be incorporated by reference into this MSA and governed by the terms of this MSA. If there is a conflict between the terms of this MSA and the terms of a SOW, the terms of this MSA will control unless the SOW states that a specific provision of this MSA will be superseded by a specific provision of the SOW. Re-Leased will perform the Implementation Service specified in the SOW in accordance with the terms of the SOW, including any specifications therein. Re-Leased will use commercially reasonable efforts to complete such Implementation Services in accordance with the schedule of times and milestones specified in the SOW. Customer will give Re-Leased timely access to any of Customer's materials reasonably needed for the Re-Leased to perform the Implementation Services, and if Customer fails to do so, Re-Leased's obligation to provide Implementation Services will be excused until access is provided. Re-Leased will use such Customer materials only for purposes of providing Implementation Services.
4.3 Eligibility. Customer represents and warrants to Re-Leased that: (a) it has not previously been suspended or removed from the Service; (b) its registration and use of the Service is in compliance with all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data; and (c) if Customer is an individual, Customer is at least 18 years of age or the age of majority in the applicable jurisdiction, whichever is higher, to use Services.
4.4 Limited License. Subject to the terms and conditions of this MSA, Re-Leased hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Services for Customer's internal management, administration, analysis, or optimisation of property and real estate assets, including related financial, operational, compliance, and tenant engagement activities, in the ordinary course of Customer's property and asset management business ("Intended Purpose"), in accordance with any limitations set forth in the Sales Order.
4.5 API Access. In addition to the foregoing, if the Sales Order permits for you to use our API, you agree to comply with our API Terms of Service, which can be found in our trust centre, available at Re-Leased's Trust Centre ("API Terms of Service"), including all applicable rate limits, authentication requirements, and acceptable use policies. We reserve the right to modify or revoke API access at any time in accordance with the API Terms of Service.
4.6 Users. Only employees or contractors of Customer that are authorized by Customer to access and use the Services ("Users") using the mechanisms designated by Re-Leased ("Log-in Credentials"), may access and use the Service. Access to the services requires that each User must keep its Log-in Credentials confidential, and Users will create strong, unique passwords with multi-factor authentication; and may not share Log-in Credentials with anyone else. Customer is responsible for its Users' compliance with this MSA and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Re-Leased's breach of this MSA). Customer will promptly notify Re-Leased if it becomes aware of any compromise of any Log-in Credentials. Re-Leased may collect, access, use, disclose, transfer, transmit, store, host, or otherwise process ("Process") Log-in Credentials in connection with Re-Leased provision of the Service.
4.7 Restrictions. You will not (and will not permit anyone else) to do any of the following:
4.7.1 provide access to, distribute, sell, or sublicense the Service to a third party (other than Users);
4.7.2 use the Service on behalf of, or to provide any product or service to, third parties;
4.7.3 use the Service to develop a similar or competing product or service;
4.7.4 reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by law (and then only with prior notice to Re-Leased);
4.7.5 modify or create derivative works of the Service or copy any element of the Service;
4.7.6 remove or obscure any proprietary notices in the Service;
4.7.7 publish benchmarks or performance information about the Service;
4.7.8 interfere with the operation of the Service, circumvent any access restrictions, or conduct any security or vulnerability test of the Service;
4.7.9 transmit any viruses or other harmful materials to the Service;
4.7.10 take any action that risks harm to others or to the security, availability, or integrity of the Service; or
4.7.11 access or use the Services in any manner that violates applicable law.
4.8 Modifications to the Service. Re-Leased may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Customer (except that Re-Leased will use commercially reasonable efforts provide Customer with thirty (30) days' prior notice in the event of any deprecation of any material feature or functionality of the Service), including as required for Re-Leased to continue to comply with any applicable laws or regulations. Re-Leased will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof. Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis with respect to any Sales Order entered into or renewed after Re-Leased's implementation thereof unless required comply with any applicable laws or regulations.
4.9 Suspension. Re-Leased may immediately suspend Customer's and its Users' access to the Service if:
(a) Customer breaches Section 4.7 (Restrictions) or Section 6.2 (Customer Obligations);
(b) Customer's account is sixty (60) days or more overdue;
(c) changes to existing laws or implementation of new laws require that Re-Leased suspend the Service or otherwise may impose additional liability on us; or
(d) Customer or its Users actions risk harm to any of Re-Leased's other customers or the security, availability, or integrity of the Service.
Where practicable, Re-Leased will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Re-Leased will use reasonable efforts to restore your access to the Service.
5. Service Availability
During any active Subscription Term, we will use commercially reasonable efforts to provide the Service in accordance with our then-current service level terms, available at Re-Leased's Trust Centre (the "Service Level Terms") as well as our standard support terms, Re-Leased's Trust Centre (the "Support Terms").
6. Customer Data
6.1 Use of Customer Data. You retain ownership of your data. By using the Services, you hereby grant Re-Leased a non-exclusive, worldwide, royalty-free, sublicensable right and license to use, store, transmit, transfer, display, and otherwise Process all data (including personal data), content, and information submitted by Customer or Users under this MSA ("Customer Data") solely for the following purposes:
6.1.1 providing, operating, and maintaining the Service, including providing any Implementation Services;
6.1.2 enabling AI Features to generate Output in response to your inputs, provided that Re-Leased will not use Customer Data to train, improve, or fine-tune the underlying models or algorithms powering the AI Features, except where such data has been aggregated and de-identified such that it cannot reasonably be used to identify Customer, Users, or any individual;
6.1.3 deriving or generating information from use of the Service that does not identify Customer, Users, or any individual ("Usage Data") solely to: (i) track use of the Service for billing purposes; (ii) provide customer support for the Service; (iii) monitor and improve Service performance, security, and functionality; and (iv) generate aggregated, anonymised benchmarking and analytics;
6.1.4 complying with applicable law, legal process, or governmental requests; and
6.1.5 enforcing this MSA and protecting the rights, property, or safety of Re-Leased, its customers, or others.
Customer will not interfere with the collection of Usage Data.
6.2 Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable law when using the Service. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Re-Leased to collect, access, use, disclose, transfer, transmit, store, host, or otherwise Process the Customer Data set forth in this MSA without violating or infringing any third-party rights, or violating any applicable laws, policies, or other requirements that apply to the Customer Data.
6.3 Privacy and Data Protection. To the extent applicable, Customer and Re-Leased will comply with their respective obligations as set forth in the Data Processing Agreement, available at Re-Leased's Trust Centre.
6.4 Prohibited Data. Customer may not provide or make available any Prohibited Data via the Services. Customer acknowledges that the Services are not intended to meet any legal obligations applicable to the processing of Prohibited Data and that Re-Leased is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement to the contrary, Re-Leased will have no liability in connection with Prohibited Data. As used herein, “Prohibited Data” means any: (a) data or information that constitutes “sensitive personal information,” “sensitive personal data,” “special category data,” “special categories of personal data,” or any similar term under any law concerning privacy, security, data protection, or data processing; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security; (d) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) Social Security numbers, driver’s license numbers, or other government-issued identification numbers; or (f) any data or information subject to laws or standards similar to the laws or standards referenced in clauses (a) – (e).
7. General Payment Terms
7.1 Fees. Fees for the Service are described in the Sales Order. All fees for the Service ("Fees") will be paid in currency specified in the sales order unless otherwise agreed between the Parties. Fees are invoiced or charged as described in the Sales Order. Unless the Sales Order provides otherwise, all Fees are due within 30 days of the invoice date. Customer's account will be charged a service charge of 1.5% per month or the maximum amount allowed by applicable law, whichever is less and Customer will also be responsible for Fees or charges that are incidental to any chargeback or collection of any the unpaid amount including any collection Fees. All Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Sales Orders, whether domestic or foreign, other than Re-Leased's income tax ("Taxes"). Fees are exclusive of all Taxes.
7.2 Authorization. Subject to Section 8, Customer authorizes Re-Leased to charge all sums for the orders that Customer makes and any level of Service that Customer selects as described in this MSA or published by Re-Leased, including all applicable Taxes, to the payment method specified in Customer's account. Customer agrees that Re-Leased may seek pre-authorization of the credit card account Customer provide to Re-Leased for payment prior to any purchase to verify that the credit card is valid and has the necessary funds or credit available to cover such purchase. If Customer's payment method is no longer valid at the time a renewal Fee is due, then Re-Leased reserves the right to delete Customer's account and any information or Customer Data associated with Customer's account without any liability to Customer.
7.3 Pricing. Re-Leased reserves the right to determine pricing for the Service. Unless Re-Leased and Customer otherwise agree in a Sales Order, Re-Leased may change the Fees it charges for the Service (including any feature or functionality of the Service) at any time; provided that any increases that Re-Leased announces during any then-current Subscription Term will not apply to Customer until the next applicable Renewal Subscription Term. Unless specified in a Sales Order, any pricing increases will be provided by Re-Leased or made available on the Pricing Page at least thirty (30) days before the next Renewal Subscription Term for the applicable Subscription Term.
8. Re-Leased Pay
8.1 Re-Leased Pay Terms. The Service makes available a payment facilitation service powered by Stripe ("Re-Leased Pay"). The terms governing Customer's use of Re-Leased Pay are set forth in the Re-Leased Pay terms, available at Re-Leased Pay Terms ("Re-Leased Pay Terms").
8.2 Authorization. By using Re-Leased Pay, you authorise Re-Leased and its payment provider to process transactions on your behalf, and agree to applicable fees, transaction limits, and compliance obligations.
8.3 Automatic Enrollment. You are automatically enrolled in Re-Leased Pay and you agree to the Re-Leased Pay Terms, unless you opt out of the Re-Leased Pay and Re-Leased Pay Terms in accordance with this Section.
8.4 Opt-Out. If you do not wish to use Re-Leased Pay, or are unwilling to agree to any of the Re-Leased Pay Terms, you must affirmatively opt out of the Re-Leased Pay and Re-Leased Pay Terms by selecting the "Re-Leased Pay Opt-Out Option" in the Sales Order that you submit to Re-Leased.
8.5 Re-Authorization. If you select this option and later decide that you wish to use the Re-Leased Pay, you will need to re-submit your Sales Order with the Re-Leased Pay Opt-In Option selected to expressly indicate that you wish to use Re-Leased Pay. By doing so, you will be agreeing to all of the Re-Leased Pay Terms. Additionally, if you enroll in Re-Leased Pay and later opt out, all of Re-Leased Pay Terms will continue to apply to the extent you accessed or used Re-Leased Pay in any manner.
9. AI-Powered Product Features and Use
9.1 Use of AI Features. Certain features of the Service may include features that generate, analyse, or predict content or outcomes powered by artificial intelligence or machine learning ("AI Features"). The following terms will apply for any portion of the Services that include AI Features.
9.2 Prohibited Use. You may use the AI Features only for lawful purposes and in accordance with this MSA. You must not use AI Features for any purpose not expressly permitted under this MSA. You are solely responsible for all uses of the AI Features and evaluating any Outputs for accuracy and appropriateness for your use case, including by utilizing human review as appropriate. You are responsible for any decisions, actions, or outcomes based on your use of AI Features.
9.3 Ownership of Output. Certain AI Features may permit users to submit, upload, or otherwise transmit certain Customer Data in order to receive certain output generated by artificial intelligence ("Output" and together with Customer Data, "Customer Content"). As between the parties, you retain any intellectual property rights and other proprietary rights that you hold in the Customer Content, subject to the licenses granted in this MSA. Subject to this MSA (including Section 9.4), (a) we hereby assign you all right, title, and interest in and to your Customer Content; provided however, that we will retain all intellectual property rights that we own or have an interest in, prior to, or separate from the generation of your Customer Content, which includes the Service and any Re-Leased IP; and (b) to the extent any Customer Content provided to you includes any embedded Re-Leased IP, then we grant you a license solely to the extent necessary for you to use Customer Content in accordance with this MSA.
9.4 Customer Content Disclaimer. Customer acknowledges that due to the nature of the Service, AI Features, and artificial intelligence generally, Output may not be unique, and other users may receive similar content from our Service. Responses that are requested by and generated for other users are not considered Customer's Output, no matter how similar. Any assignment of Output to Customer does not extend to output generated for other users or any content delivered as part of a third-party offering (including any third-party content contained therein). Customer agrees to waive, and does waive, any legal or equitable right or remedy that Customer has or may have against Re-Leased with respect any assertion that output generated by the Service for another user is owned by Customer.
9.5 Assumption of Risk. WITHOUT LIMITING THE GENERALITY OF SECTION 16.3, RE-LEASED DOES NOT WARRANT THAT ANY INFORMATION (INCLUDING OUTPUT) AVAILABLE AS PART OF AN AI FEATURE IS ACCURATE OR SUITABLE FOR CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES USE OF ANY AI FEATURE MAY RESULT IN INACCURACIES, HALLUCINATIONS, BIASES, INCONSISTENCIES, OR FALSE INFORMATION. CUSTOMER AND ITS USERS ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING SUCH INFORMATION. CUSTOMER RELIES ON ANY AND ALL INFORMATION (INCLUDING OUTPUT) PROVIDED BY THE SERVICE AT CUSTOMER'S OWN RISK. RE-LEASED WILL NOT BE LIABLE FOR ANY ACTIONS OR OMISSIONS BY CUSTOMER BASED ON INFORMATION (INCLUDING OUTPUT) MADE AVAILABLE ON, OR PROVIDED THROUGH, THE SERVICE OR ANY AI FEATURE THEREOF.
9.6 Usage Restrictions and Prohibited Uses. Customer warrants compliance with all applicable laws, regulations, and export control requirements in its use of AI Features. Customer will not use AI Features in prohibited jurisdictions or provide access to prohibited end users under applicable trade sanctions or export control laws. Customer expressly warrants and agrees that it will not use AI Features for any of the following uses:
9.6.1 Any life-threatening, safety-critical, emergency response, or mission-critical applications where failure could result in death, personal injury, or significant property damage;
9.6.2 Medical diagnosis, treatment recommendations, healthcare decisions, or any application requiring medical professional licensure;
9.6.3 Legal advice, attorney work product, litigation strategy, or any application requiring attorney-client privilege;
9.6.4 Financial advice, credit decisions, investment recommendations, trading decisions, or insurance underwriting;
9.6.5 Employment screening, hiring decisions, performance evaluations, or any HR-related determinations;
9.6.6 Any regulated decision-making in sectors outside of property and asset management without appropriate human oversight and professional review;
9.6.7 Attempting to extract, reverse engineer, or replicate underlying AI models, algorithms, training data, or proprietary code;
9.6.8 Developing, training, or improving competing AI models or services;
9.6.9 Inputting data Customer does not have the legal right to use, including copyrighted content without authorisation;
9.6.10 in any manner that: (i) is unlawful, harmful, or malicious; (ii) interferes with normal Service operation; (iii) attempts to circumvent security, usage controls, or rate limits; or (iv) degrades performance for other customers;
9.6.11 any use involving Prohibited Data; or
9.6.12 Any purpose that violates applicable laws, infringes third-party rights, or is otherwise inconsistent with this MSA.
10. Audit Rights
10.1 Re-Leased reserves the right to audit Customer's use of the Service, including any AI Features upon reasonable notice solely to ensure compliance with this MSA, including Customer's compliance with Section 4. Customer will reasonably cooperate with such audits and provide necessary documentation. Re-Leased will use commercially reasonable efforts to ensure that such audits do not unreasonably disrupt Customer's operations.
11. Usage Limitations
11.1 Fair Use. Customer agrees to use the Services, including any AI Features, solely for the Intended Purpose and in a manner consistent with reasonable commercial usage patterns. We do not impose rigid numerical limits on usage (for example, a set number of uploads or transactions per day). Instead, we maintain broad tolerances designed to accommodate normal and even heavy use as long as this usage is for the Intended Purpose and has reasonable business justification. The fair use limits described in this MSA are intended only to guard against the remote likelihood of a user, whether intentionally or unintentionally, using the Services in a manner that materially degrades performance or stability for others.
11.2 Over-Use. If we reasonably determine that your usage materially exceeds fair use standards, we may: (a) provide thirty (30) days' written notice requiring you to reduce or modify your current usage patterns; (b) work with you in good faith to optimise usage; (c) adjust pricing to reflect actual usage; or (d) as a last resort, temporarily restrict access to the Services pending resolution.
12. Third-Party Integrations
12.1 Third-Party Services. Re-Leased may natively integrate, or provide links to, third-party applications and services, including accounting systems such as QuickBooks Online, Xero, Microsoft Dynamics, NetSuite, and Sage Intacct, others as listed and updated on our website ("Third-Party Services"). We will use commercially reasonable efforts to maintain and support integrations with such Third-Party Services to enable data to flow between the Services and those systems.
12.2 Acknowledgements. You acknowledge and agree that:
12.2.1 Third-Party Services are operated by third parties, are outside of our control, and may be modified, suspended, or discontinued by their providers at any time;
12.2.2 we are not responsible for the operation, accuracy, availability, security, or performance of any Third-Party Services;
12.2.3 your use of Third-Party Services is subject to Customer's agreement with the relevant provider, not this MSA; and
12.2.4 we will not be liable for any acts, omissions, errors, delays, or losses arising from or related to Third-Party Services.
12.3 Integrations by Customer. If Customer chooses to integrate the platform with a Third-Party Service, such integrations are used at Customer's own risk. Customer will ensure that any such integration with a Third-Party Service fully complies with (a) applicable international data protection laws (GDPR, CCPA, PIPEDA) (b) our security standards and best industry practices available at Re-Leased's Trust Centre; (c) ongoing security certification and periodic compliance audits; and (d) specific data handling protocols, including: (i) encryption of data in transit and at rest; (ii) strict access controls and data minimisation; (iii) explicit limitations on data usage and sharing; and (iv) immediate data deletion upon contract termination or request. If any Third-Party Service that Customer chooses to integrate with the Services fails to comply with this Section 12.3, Re-Leased may remove such integration from the Services.
12.4 Integration Issues. To the extent an integration issue arises due to a Third-Party Service, we may (but are not obligated to) take commercially reasonable steps to correct and maintain the integration. Re-Leased reserves the right to immediately disable or terminate access to any Third-Party Services or integrations that poses a security risk, violates this MSA, or potentially compromises the platform's integrity or user safety. Re-Leased does not control and is not responsible for the functionality, security, or availability of any Third-Party Service, and disclaims all liability arising from their use. WE WILL NOT BE LIABLE FOR ANY ISSUES, DAMAGES, OR LOSSES ARISING FROM YOUR USE OF THIRD-PARTY INTEGRATIONS OR THIRD-PARTY SERVICES.
13. Beta Services and Trial Access
Re-Leased may, at its sole discretion, make certain Services or features thereof available to Customer or its Users on a free or trial basis or as an alpha, beta, or early access offering ("Trials and Betas"). Trials and Betas are made available on a limited and non-standard basis, typically in connection with the evaluation of new or upcoming features or functionality, and do not form part of Re-Leased's standard service offering. Customer acknowledges that it has no entitlement to receive access to any Trials and Betas, and Re-Leased is under no obligation to make any Trials and Betas available to Customer at any time.
Where Customer or its Users receive access to or use of Trials and Betas, such access to or use is permitted only for Customer's internal evaluation and testing purposes during the period designated by Re-Leased (not to exceed thirty 30 days unless otherwise agreed upon by the parties in writing). These Trials and Betas will be considered part of the Service and, subject to the remainder of this Section 13, all provisions of this MSA relating to the Service will apply to these Trials and Betas. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. These Trial and Beta Services are provided "as is," may be modified or discontinued at any time, and are not eligible for any service levels or support. Trials and Betas may be inoperable, incomplete, or include features that Re-Leased may never release, and their features and performance information are deemed to be Re-Leased's Confidential Information. Re-Leased may suspend Customer's and its Users' access to the Trials and Betas at any time. Customer's and its Users' use of Trials and Betas is at their own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, RE-LEASED PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND RE-LEASED'S LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED USD$250 (OR THE EQUIVALENT IN THE CURRENCY SPECIFIED IN THE APPLICABLE SALES ORDER).
14. Term; Termination
14.1 Sales Order Subscription Term. The initial subscription period for a given Sales Order (the "Initial Subscription Term"). Unless otherwise set forth in the Sales Order, immediately following the last day of the Initial Subscription Term, for such Sales Order will automatically renew for successive terms equal in length to the Initial Subscription Term or such other length as may be specified in the Sales Order (each a "Renewal Subscription Term" and together with the Initial Subscription Term, the "Subscription Term") until either party provides thirty (30) days written notice prior to the start of the next Renewal Subscription Term, and such cancelation of the Service will become effective at the end of the then-current Initial Subscription Term or Renewal Subscription Term.
14.2 Agreement Term. The term of this MSA (the "Term") starts on the date this MSA was accepted and continues until no Subscription Terms have been in effect for sixty (60) days.
14.3 Termination; Effects of Termination
14.3.1 Termination of this MSA. Either party may terminate this MSA (or any or all Sales Orders) if the other party: (a) fails to cure a material breach of this MSA (including a failure to pay fees) within sixty (60) days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within sixty (60) days.
14.3.2 Effects of Termination. Upon expiration or termination of a Sales Order, Customer's access to and Re-Leased's obligation to provide the Service will cease. During a Subscription Term and for the 60-day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export data or information that Customer (including its Users) submits to the Service, including from Third-Party Services, using the export features described in the applicable documentation. After that 60-day period, Re-Leased will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer is solely responsible for ensuring you disable any integration with a Third-Party Service. Customer Data and other Confidential Information may be retained in Recipient's standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this MSA's confidentiality restrictions. If this MSA is terminated for breach by Customer, then Re-Leased will provide a pro-rata refund of any prepaid but unused fees. If this MSA is terminated for breach by Re-Leased, then all unpaid but owed fees for the remainder of the Subscription Term will become due and payable. Except where an exclusive remedy is provided in this MSA, exercising a remedy under this MSA, including termination, does not limit other remedies a party may have.
14.3.3 Effects of Termination for AI Features. Upon termination of this MSA, Re-Leased will use commercially reasonable efforts to delete Customer's identifiable data inputs within a reasonable period, except where retention is required for legal, audit, or regulatory purposes, or as otherwise permitted under this MSA.
14.4 Survival. Termination or suspension does not relieve you of any accrued payment obligations or of your responsibility to export your data prior to access being revoked. Either party's liability or obligations incurred before the effective date of expiration or termination and Sections 4.7, 6.1, 6.2, 9, 10, 13, 14.4, 16.3, 17, 18, 19, 21, 23, 24, 25, and 26 will survive expiration or termination of this MSA. Except where an exclusive remedy is provided in this MSA, exercising a remedy under this MSA, including termination, does not limit other remedies a party may have.
15. Intellectual Property
15.1 Reservation of Rights. Neither party grants the other any rights or licenses not expressly set out in this MSA. Except as expressly provided in this MSA, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data, and Customer owns all intellectual property rights and other rights in Customer Content, as further set forth above and as applicable. Except for Customer's use rights in this MSA, Re-Leased and its licensors retain all intellectual property rights and other rights in the Service, Usage Data, documentation and Re-Leased technology, including any templates, formats, dashboards, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, Implementation Services deliverables, AI Features (excluding any of your Customer Data or Customer Content received and generated through use in compliance with this MSA) and all other elements of the Service provided by Re-Leased, and any modifications or improvements to these items made by us (collectively, "Re-Leased IP"). If Customer provides Re-Leased with feedback or suggestions regarding the Service or other Re-Leased offerings, Re-Leased may use the feedback or suggestions without restriction or obligation.
15.2 Publicity. You may not use Re-Leased's trademarks, logos, or brand assets without prior written consent from Re-Leased. Any authorised use must comply with Re-Leased's brand guidelines, which will be provided upon approval.
16. Warranty; Disclaimer
16.1 Limited Warranty. Re-Leased warrants to Customer that:
16.1.1 the Service will perform materially as described in this MSA ("Performance Warranty"), and Re-Leased will not materially decrease the overall functionality of the Service during a Subscription Term; and
16.1.2 Re-Leased will perform any Implementation Services in a professional and workmanlike manner ("Implementation Service Warranty"); provided that the Implementation Service Warranty will commence on the date such Implementation Services were performed and end 30 days thereafter (the Performance Warranty and the Implementation Service Warranty, together are ("Limited Warranties").
16.2 Warranty Remedy. If Re-Leased breaches a Limited Warranty during the Subscription Term and Customer makes a reasonably detailed warranty claim in the manner required by Re-Leased within 30 days of discovering a breach of the Limited Warranty for the Service, then Re-Leased will use reasonable efforts to correct the non-conformity. If Re-Leased cannot do so within 30 days of receipt of Customer’s warranty claim, Re-Leased shall refund Customer amounts paid that are attributable to the defective part of the Service from the date Re-Leased received such notice. This Section 16.2 sets forth Customer’s exclusive remedy and Re-Leased’s entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by third-party platforms, systems, services or products; (c) use of the applicable Service other than according to the documentation; (d) Trials and Betas or other free or evaluation use; (e) any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
16.3 Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 16.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ANY IMPLEMENTATION SERVICE IS PROVIDED "AS IS" AND "AS-AVAILABLE". RE-LEASED, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. RE-LEASED DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT RE-LEASED WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. RE-LEASED IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE RE-LEASED'S CONTROL. WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR THIRD-PARTY CONTENT OR THIRD-PARTY SERVICES ACCESSED THROUGH THE SERVICES. CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICE, INCLUDING ANY OUTPUT, WITH PROPERLY LICENSED SPECIALISTS, AS APPROPRIATE. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE PERFORMANCE TO THE SHORTEST LEGALLY PERMITTED PERIOD. CUSTOMER'S USE OF THE SERVICE IS AT CUSTOMER'S SOLE RISK, AND RE-LEASED WILL NOT BE LIABLE FOR ANY OUTPUT, OR ANY STATEMENTS, REPRESENTATIONS, DEFAMATION, OMISSIONS, FALSEHOODS, OBSCENITY, PROFANITY, OR OTHER TYPES OF CONTENT THAT MAY RESULT FROM CUSTOMER'S OR ANY OTHER USERS USE OF THE SERVICE.
17. Indemnity
17.1 Indemnification by Customer. Customer will defend Re-Leased its affiliates, officers, directors, employees, and agents from and against any third-party claim to the extent resulting from (a) Customer Data; (b) Customer Content; (c) Customer's breach or alleged breach of Section 6.2 (Customer Obligations); (d) any breach of Customer's confidentiality obligations under this MSA; (e) any unauthorized use of the Services or the AI Features in violation of this MSA; and (f) other instructions information or materials provided by Customer, and Customer will indemnify and hold harmless Re-Leased against any damages and costs awarded against Re-Leased (including reasonable attorneys' fees) or agreed in a settlement by Customer resulting from the claim.
17.2 Indemnification by Re-Leased. Re-Leased will defend Customer from and against any third-party claim to the extent alleging that the Service as operated by Re-Leased, when used by Customer as permitted under the applicable Sales Order infringes or misappropriates a third-party's patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorney's fees) or agreed in a settlement by Re-Leased resulting from the claim.
17.3 Procedures. The indemnifying party's obligations in this Section 17 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party's prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Re-Leased is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
17.4 Mitigation. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Re-Leased determines necessary to avoid material liability, Re-Leased may at its option: (a) procure rights for Customer's continued use of the Service; (b) replace or modify the allegedly infringing portion of the Service to avoid infringement or misappropriation without reducing the Service's overall functionality; or (c) terminate the affected Sales Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.
17.5 Exceptions. Re-Leased's obligations in this Section 17 do not apply: (a) to infringement or misappropriation resulting from Customer's modification of the Service or use of the Service in combination with items not provided by Re-Leased; (b) Customer Content; (c) to infringement resulting from the Service other than the most recent release; (d) to unauthorized use of the Service; or (e) if Customer settles or makes any admissions about a claim without Re-Leased's prior consent.
17.6 Exclusive Remedy. This Section 17 sets out Customer's exclusive remedy and Re-Leased's entire liability regarding infringement or misappropriation of third-party intellectual property rights.
18. Confidentiality
18.1 Definition. "Confidential Information" means information disclosed to the receiving party ("Recipient") under this MSA that is designated by the disclosing party ("Discloser") as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Re-Leased's Confidential Information includes the terms and conditions of this MSA and Re-Leased IP. Customer's Confidential Information includes Customer Data.
18.2 Obligations. As a Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this MSA; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this MSA. At Discloser's request, Recipient will delete all Confidential Information, except, in the case where Re-Leased is the Recipient, Re-Leased may retain the Customer's Confidential Information to the extent required to continue to provide the Service. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 18 and they are bound to confidentiality obligations no less protective than this Section 18.
18.3 Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this MSA; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
18.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 18 (Confidentiality).
18.5 Required Disclosures. Nothing in this MSA prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by law, subpoena, or court order, provided (if permitted by law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
19. Limitation of Liability
19.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR (A) CUSTOMER'S BREACH OF SECTION 4.7 OR SECTION 6.2; (B) EITHER PARTY'S BREACH OF SECTION 18 (except with respect to any data breach or security incident involving Customer Data); OR (C) EITHER PARTY'S OBLIGATIONS PURSUANT TO SECTION 17 (THE "EXCLUDED CLAIMS"), NEITHER PARTY (OR ITS RESPECTIVE SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS MSA FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
19.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXCLUDED CLAIMS, EACH PARTY'S ENTIRE LIABILITY (AND THE LIABILITY OF ITS RESPECTIVE SUPPLIERS OR LICENSORS) ARISING OUT OF OR RELATED TO THIS MSA WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO RE-LEASED PURSUANT TO THIS MSA DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS MSA. THE WAIVERS AND LIMITATIONS IN THIS SECTION 19 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS MSA FAILS OF ITS ESSENTIAL PURPOSE.
19.3 Exclusions. NOTHING IN THIS SECTION SHALL LIMIT A PARTY'S LIABILITY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IF CUSTOMER IS DOMICILED IN THE UNITED STATES, THIS SECTION 19 SHALL NOT LIMIT A PARTY'S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. IF CUSTOMER IS DOMICILED IN THE UNITED KINGDOM, THIS SECTION 19 SHALL NOT LIMIT A PARTY'S LIABILITY FOR (I) FOR DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY'S NEGLIGENCE; OR (II) FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
20. Subcontracting
Re-Leased may use subcontractors and permit them to exercise Re-Leased's rights, but Re-Leased remains responsible for their compliance with this MSA and for its overall performance under this MSA.
21. Assignment
Neither party may assign this MSA without the prior consent of the other party, except that either party may assign this MSA without the other party's consent: (a) to an affiliate; or (b) in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction, provided that such assignee is able to perform assigning party's obligations under this MSA. Any attempted assignment in violation of this Section is void. This MSA will bind and inure to the benefit of the parties, their successors, and permitted assigns.
22. Force Majeure
We are not liable for any failure or delay in performance due to a circumstance outside of Re-Leased's control, including without limitation natural disasters, pandemics, strikes, cyberattacks, government actions, or other similar events ("Force Majeure Events").
23. Dispute Resolution Process
If a dispute arises out of or in connection with this MSA, the parties will first attempt in good faith to resolve it promptly through discussions between senior management. If such dispute is not resolved within 30 days, it will be settled by mediation in accordance with the JAMS International Mediation Rules. Mediation will be conducted in the location which you are based. If the dispute is not resolved through mediation, then either party may bring a claim in the court of the appropriate jurisdiction, as set forth in Section 24.
24. Re-Leased Contracting Entity; Governing Law
24.1 Jurisdiction. This MSA will be governed by the laws of the jurisdiction you are domiciled in as set forth below:
24.1.1 United States. If Customer is domiciled in the United States, then: (a) the Re-Leased Contracting Entity will be Re-Leased Software Company Inc.; (b) this MSA is governed by the laws of Delaware; and (c) the jurisdiction and venue for actions related to this MSA will be the state and United States federal courts located in Wilmington County, Delaware.
24.1.2 New Zealand. If Customer is domiciled in New Zealand, then: (a) the Re-Leased Contracting Entity will be Re-Leased Software Company Limited; (b) this MSA is governed by the laws of Auckland, New Zealand; and (c) the jurisdiction and venue for actions related to this MSA will be the courts located in Auckland, New Zealand.
24.1.3 Australia. If Customer is domiciled in Australia, then: (a) the Re-Leased Contracting Entity will be Re-Leased Software Company Pty Ltd; (b) this MSA is governed by the laws of New South Wales, Australia; and (c) the jurisdiction and venue for actions related to this MSA will be the courts located in New South Wales, Australia.
24.1.4 United Kingdom. If Customer is domiciled in the United Kingdom, then: (a) the Re-Leased Contracting Entity will be Re-Leased Software Company UK Ltd, (Company Number 09921344).; (b) this MSA is governed by the laws of England and Wales; and (c) the jurisdiction and venue for actions related to this MSA will be the courts located in London, England.
24.1.5 Canada. If Customer is domiciled in Canada, then: (a) the Re-Leased Contracting Entity will be Re-Leased Software Canada Limited (Company Number BC1229183); (b) this MSA is governed by the laws of Canada; and (c) the jurisdiction and venue for actions related to this MSA will be the courts located in Vancouver, British Columbia, Canada.
24.1.6 Existing agreements. Notwithstanding the 24.1.1 to 24.1.5 above, where Customer has an existing Sales Order or other written agreement with a specific Re-Leased entity that specifies governing law and jurisdiction, only those provisions shall continue to govern until the earlier of: (a) renewal or replacement of such Sales Order, or (b) execution of a new Sales Order under this MSA.
24.2 Submission to Jurisdiction. In each case, the parties submit to the agree to the governing law and jurisdiction set forth in this Section 24. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
25. Notice
25.1 All notices provided by Re-Leased to Customer under this MSA may be delivered (a) in writing by nationally recognized overnight delivery service or second-day delivery service; or (b) via email, to Customer's address or email set forth on the Sales Order. Customer must give notice to Re-Leased via email to support@re-leased.com.
25.2 All notices will be deemed to have been given immediately upon delivery by electronic mail if sent during business hours or within one business day (unless an automatic bounce back was received); or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail as permitted above.
26. General Terms
26.1 Cookies. We use cookies and similar technologies to operate our platform, improve performance, and analyse usage. By using the Services, you agree to our use of cookies as described in our Cookie Policy, available at Re-Leased Cookie Notice ("Cookie Policy"). You can manage or disable cookies through your browser settings at any time.
26.2 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.
26.3 Export. Customer will comply with all relevant U.S. and foreign export and import laws in using the Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; (b) agrees not to access or use Service in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations.
26.4 Government End-Users. Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this MSA in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.
26.5 Severability. If any provision of the MSA is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any term will be deemed a further or continuing waiver of such term or any other term.
26.6 Third Party Rights. This Agreement does not confer any rights on any person or party other than the parties to this Agreement (and, where applicable, their successors and permitted assigns), including pursuant to the Contracts (Rights of Third Parties) Act 1999 for Customer domiciled in the United Kingdom.
26.7 Amendments. Any amendments, modifications, or supplements to this MSA must be in writing and signed by each party's authorized representatives or, as appropriate, agreed through electronic means provided by Re-Leased. The terms in any Customer purchase order or business form will not amend or modify this MSA and are expressly rejected by Re-Leased; any of these Customer documents are for administrative purposes only and have no legal effect.
26.8 Contact Information. You may contact us with questions or for support by emailing us at support@re-leased.com.
26.9 Publicity. Customer permits Re-Leased to use the Customer's name and logo in press releases, customer lists, marketing materials, financial reports and on its website indicating that Customer is a customer of Re-Leased, and Customer agrees that Re-Leased may use its name and logo in such a manner. Customer further agrees to work with Re-Leased to provide a customer success story within 12 months of using the Service.
26.10 Entire Agreement. The MSA constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written.