Master Subscription Agreement

1. Definitions

The following terms have the meanings set forth below and apply throughout this Agreement and any Order Form.

2. Parties

This Master Subscription Agreement ("Agreement") is entered into as of the Effective Date by and between:

HOA Cloud Inc., a Florida corporation doing business as HOA Cloud, with a principal place of business at 627 Cape Coral Parkway West, Suite 202, Cape Coral, Florida 33914 ("Provider"),

and

the entity identified in the applicable Order Form ("Client").

This Agreement governs Client's access to and use of the Subscription Services. Each Order Form is incorporated into and governed by this Agreement.

3. Subscription Services

3.1 Access

Subject to the terms of this Agreement and Client's timely payment of all fees, Provider shall make the Subscription Services available to Client during the Term.

3.2 Functionality

The Subscription Services include software tools for association management, including but not limited to resident management, document storage, communication systems, compliance tracking features, payment integrations, and administrative workflows. The specific features available to Client are set forth in the applicable Order Form.

Provider may enhance, modify, or update the Subscription Services from time to time. Provider will not make changes that materially reduce the core functionality of the Subscription Services without providing Client at least thirty (30) days' advance written notice.

3.3 Third-Party Services & Subprocessors

The Subscription Services integrate with third-party providers and Subprocessors as defined in Section 1. Provider will provide reasonable advance notice of material changes to the Subprocessor list. A current list of Subprocessors is available upon request by emailing info@hoacloud.app.

4. Fees & Payment

4.1 Fees

Client shall pay all fees set forth in the applicable Order Form. All fees are stated in U.S. dollars.

4.2 Implementation Fee

Implementation fees are due upon execution and are non-refundable once onboarding services have commenced, as described in the applicable Order Form.

4.3 Subscription Fees

Subscription fees are billed on a recurring basis beginning on the Go-Live Date per the billing cycle selected in the applicable Order Form.

4.4 Fee Changes

Provider may adjust subscription fees upon at least sixty (60) days' written notice prior to the start of a renewal period. Fee changes do not apply to the then-current term. If Client objects to a fee increase, Client may terminate this Agreement at the end of the then-current term by providing written notice within thirty (30) days of receiving the fee change notice.

4.5 Payment Authorization

Client authorizes Provider to charge payment methods designated in the Order Form on a recurring basis. Client is responsible for keeping payment information current.

4.6 Late Payments

If Client fails to pay any undisputed amount when due, Provider may suspend the Subscription Services upon ten (10) days' written notice. Fees shall not accrue during any suspension period caused solely by a Provider system error.

4.7 Taxes

Client shall be responsible for all applicable sales, use, and similar taxes, excluding taxes based on Provider's net income.

5. Compliance Shield Guarantee

5.1 Coverage

Provider guarantees that the Subscription Services will track and alert on Supported Compliance Items under Florida Statutes Chapters 718 and 720. If Client receives a verified monetary fine from the State of Florida that results directly from a failure of the Subscription Services to generate a required Compliance Alert for a Supported Compliance Item, Provider will reimburse Client for the verified fine amount subject to the terms of this Section.

5.2 Conditions for Reimbursement

Client is eligible for reimbursement only if all of the following conditions are met:

• Client provided complete and accurate data during onboarding and has kept such data current;
• Client maintains an active, paid subscription at the time of the alleged violation;
• The violation relates to a Supported Compliance Item actively tracked by the Subscription Services;
• The failure resulted solely from a system error documented in Provider's internal logs or monitoring systems — not from Client error, data omission, or inaction;
• Client acted on or acknowledged Compliance Alerts generated by the system; and
• Client submits a written claim within sixty (60) days of the fine being issued.

Provider shall investigate claims in good faith and provide a written determination within thirty (30) days of receiving a complete claim. If Client disputes Provider's determination, the dispute shall be resolved in accordance with Section 15 (Governing Law & Dispute Resolution).

5.3 Exclusions

This guarantee does not apply to:

• Fines resulting from Client errors, omissions, or failure to provide requested information;
• Obligations outside the current list of Supported Compliance Items;
• Changes in Florida law not yet reflected in the Subscription Services (subject to Section 5.4);
• Failures caused by third-party service outages or Client-directed actions contrary to platform guidance; or
• Matters for which Client has received prior legal advice recommending a different course of action.

5.4 Statute Update Commitment

Provider shall use commercially reasonable efforts to update the Subscription Services to reflect material changes to Florida Statutes Chapters 718 and 720 within sixty (60) days of the effective date of such changes. Provider will notify active subscribers of pending statutory changes that affect Supported Compliance Items.

5.5 Exclusive Remedy

6. Implementation

Provider shall perform onboarding and configuration services as described in the applicable Order Form. Implementation timelines are estimates and are dependent on Client cooperation, including timely provision of required data, documents, and access.

7. Term & Termination

7.1 Initial Term

This Agreement begins on the Effective Date and, with respect to each Order Form, continues for the initial term specified in that Order Form (typically twelve (12) months from the Go-Live Date) ("Initial Term").

7.2 Renewal

After the Initial Term, each Order Form automatically renews on a month-to-month basis unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

7.3 Termination for Convenience

After the Initial Term, either party may terminate this Agreement or any Order Form for any reason by providing thirty (30) days' written notice. No early termination fees apply after the Initial Term.

7.4 Early Termination by Client

If Client terminates this Agreement during the Initial Term without cause, Client shall remain responsible for all remaining subscription fees for the balance of the Initial Term. The implementation fee is non-refundable regardless of termination timing.

7.5 Termination for Cause

Either party may terminate this Agreement for material breach upon thirty (30) days' written notice if the breach is not cured within that period. Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases to do business.

7.6 Effect of Termination

• Access to the Subscription Services shall cease on the termination date.
• All outstanding, undisputed fees shall become immediately due and payable.
• Client Data shall be available for export in standard formats (CSV, PDF) for ninety (90) days following termination.
• Within thirty (30) days after the 90-day export window closes, Provider will provide written confirmation that Client Data has been deleted from Provider's systems, except as required by applicable law or as retained in routine backup systems that are purged on a normal cycle.

8. Data Ownership, Security & Privacy

8.1 Client Data Ownership

Client retains exclusive ownership of all Client Data. Provider receives only a limited license to process, store, and display Client Data solely as necessary to provide the Subscription Services. Provider will not sell, rent, or transfer Client Data to any third party except as required to provide the Subscription Services or as required by law.

8.2 Security Measures

Provider implements the following security measures:

• AES-256 encryption for sensitive data at rest
• TLS 1.3 encryption for data in transit
• Row-level security (RLS) for database access control
• Role-based access control (RBAC) across all portals
• Regular security audits and vulnerability scanning

Provider will notify Client without unreasonable delay, and in any event within seventy-two (72) hours of confirming a security breach that materially affects Client Data.

8.3 Privacy

Provider processes personal data in accordance with its Privacy Policy and all applicable federal and Florida state privacy laws. Client represents that it has all rights necessary to provide Client Data to Provider and that doing so does not violate any applicable law or third-party rights.

8.4 Aggregate Data

Provider may use aggregated, de-identified data derived from Client Data for product improvement and analytics purposes, provided such data cannot be used to identify Client or any individual.

8.5 Data Processing

For purposes of applicable data protection laws, Client is the data controller and Provider is the data processor with respect to personal data contained in Client Data. Provider shall:

• Process personal data only on Client's documented instructions and solely as necessary to provide the Subscription Services, unless required by applicable law;
• Ensure that personnel authorized to process personal data are bound by confidentiality obligations;
• Engage Subprocessors only as disclosed in this Agreement, and ensure each Subprocessor is bound by data protection obligations no less protective than those set forth herein;
• Implement and maintain the security measures described in Section 8.2;
• Assist Client, at Client's expense, in responding to data subject access requests and exercising data subject rights under applicable law;
• Store and process Client Data within the United States;
• Upon termination, make Client Data available for export for ninety (90) days per Section 7.6, and thereafter delete Client Data from Provider's systems except as required by applicable law or retained in routine backup systems purged on a normal cycle; and
• Make available to Client, upon reasonable written request and no more than once per calendar year, information reasonably necessary to demonstrate compliance with this Section. Client may, at its own expense and upon thirty (30) days' advance written notice, engage a mutually agreed-upon independent auditor to verify Provider's compliance, subject to reasonable confidentiality obligations.

9. Acceptable Use & Suspension

9.1 Permitted Use

Client may use the Subscription Services solely for its own internal association management purposes in accordance with this Agreement and all applicable laws, including but not limited to resident management, document storage, communication, payment processing, maintenance coordination, vendor management, compliance tracking, and board governance.

9.2 Prohibited Use

Client and its authorized users shall not:

• Resell, sublicense, or otherwise make the Subscription Services available to any third party;
• Use the Subscription Services to process data for any association or entity not identified in the applicable Order Form without a separate Order Form;
• Attempt to reverse engineer, decompile, or extract source code from the Subscription Services;
• Scrape, harvest, or systematically extract data from the platform, or deploy bots, crawlers, or automated scripts without authorization;
• Use the Subscription Services in any manner that violates applicable law, including Florida privacy laws, federal regulations governing financial data, or export control laws;
• Introduce malicious code, conduct security testing without prior written authorization, or attempt unauthorized access to Provider's systems;
• Send unsolicited bulk messages (spam), engage in email or SMS flooding, or create fake accounts;
• Upload content that is harassing, threatening, defamatory, obscene, or that exploits minors;
• Share login credentials, access another user's account without authorization, or use stolen payment information;
• Overload servers with excessive requests, upload excessively large files to exhaust storage, or interfere with other users' access; or
• Engage in chargeback fraud, payment manipulation, or abuse of promotional offers.

9.3 User Responsibilities

All authorized users of the Subscription Services are responsible for:

• Maintaining the security of their account credentials, including enabling two-factor authentication when available;
• Ensuring uploaded content is accurate, lawful, and does not infringe any third-party rights;
• Maintaining professional and respectful communication on the platform;
• Keeping registration and payment information current and accurate; and
• Notifying Provider immediately of any unauthorized access to their account.

9.4 Role-Specific Conduct

Users with elevated access (board members, property managers, office staff) must additionally:

• Use administrative privileges responsibly and only for legitimate association purposes;
• Maintain confidentiality of resident data and sensitive information;
• Comply with Florida association laws (Chapters 718 and 720, Florida Statutes); and
• Not use their position or platform access for personal gain.

Vendors using the platform must provide accurate work estimates and invoices, maintain professional communication, complete work as described, and comply with all applicable licensing and insurance requirements.

9.5 Enforcement

Violations of this Section may result in graduated enforcement actions at Provider's discretion, including written warnings, content removal, temporary feature restrictions, account suspension, or account termination for severe or repeated violations. Provider reserves the right to report criminal violations to law enforcement.

To report violations, contact info@hoacloud.app. Users subject to enforcement action may appeal by emailing info@hoacloud.app within fourteen (14) days. Provider will review and respond within five (5) business days.

9.6 Suspension

Provider may suspend access to the Subscription Services upon notice for material violations of this Section or non-payment, except where immediate suspension is required to prevent harm to Provider's systems or other clients.

10. Service Levels

10.1 Availability

Provider shall use commercially reasonable efforts to make the Subscription Services available, but does not guarantee any specific level of uptime. Provider may introduce formal uptime commitments in a future version of this Agreement.

10.2 Operational Commitments

If the Subscription Services experience unscheduled downtime exceeding forty-eight (48) consecutive hours due to a cause within Provider's reasonable control, Client may request a prorated service credit for the affected period by emailing info@hoacloud.app. Service credits are the sole and exclusive remedy for availability issues.

11. Limitation of Liability

THE SUBSCRIPTION SERVICES ARE A COMPLIANCE ASSISTANCE TOOL AND DO NOT CONSTITUTE LEGAL ADVICE. CLIENT SHOULD CONSULT QUALIFIED FLORIDA LEGAL COUNSEL FOR SPECIFIC LEGAL OBLIGATIONS.

12. Intellectual Property & Indemnification

12.1 Provider IP

Provider retains all right, title, and interest in and to the Subscription Services, including all underlying software, algorithms, and documentation. Client is granted only the limited, non-exclusive, non-transferable, non-sublicensable license set forth in this Agreement.

12.2 Custom Features

Standard configuration, branding customization, and workflow adjustments made during implementation remain the exclusive property of Provider and may be incorporated into the general product.

Any bespoke development funded by Client and expressly identified as "Client-Funded Development" in an Order Form shall be addressed in a separate written addendum specifying ownership, licensing, and reuse rights for that development. Absent such an addendum, all custom development defaults to Provider ownership with a perpetual license granted to Client for its own use.

12.3 Provider Indemnification

Provider shall defend, indemnify, and hold harmless Client from and against any third-party claims alleging that the Subscription Services, as provided by Provider and used in accordance with this Agreement, infringe any third-party intellectual property right.

12.4 Client Indemnification

Client shall defend, indemnify, and hold harmless Provider from and against any third-party claims arising from: (a) Client's misuse of the Subscription Services; (b) Client Data; or (c) Client's violation of applicable law.

13. Confidentiality

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Neither party shall disclose the other's Confidential Information to any third party without prior written consent, except to employees or contractors who need to know such information to perform obligations under this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt written notice to the other party to the extent permitted by law.

14. Disclaimer of Warranties

15. Governing Law & Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions.

15.2 Informal Resolution

Before initiating formal dispute proceedings, the parties agree to first attempt to resolve any dispute through good-faith negotiation between senior representatives for a period of thirty (30) days after written notice of the dispute is provided.

15.3 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Florida, with the specific venue to be mutually agreed upon by the parties at the time of the dispute. If the parties cannot agree on a venue, the arbitration shall be conducted remotely via videoconference. The arbitrator shall have authority to award reasonable attorneys' fees and costs to the prevailing party in accordance with applicable Florida law. Each party shall otherwise bear its own arbitration costs unless the arbitrator determines otherwise.

15.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction in Florida to prevent irreparable harm pending the outcome of arbitration, without waiving the right to arbitrate.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with all Order Forms, any Addendums executed thereunder, and the Privacy Policy, constitutes the entire agreement between the parties with respect to the Subscription Services and supersedes all prior agreements, representations, and understandings.

16.2 Amendments

Provider may update this Agreement from time to time. Non-material changes (as defined in Section 1) take effect upon posting to hoacloud.app/msa. Material Changes require at least thirty (30) days' advance written notice to Client. If Client objects to a Material Change, Client may terminate this Agreement at the end of the then-current term by providing written notice within thirty (30) days of receiving the change notice. If Client does not object within that period, continued use of the Subscription Services constitutes acceptance of the updated terms.

Provider may update its Privacy Policy from time to time and will notify Client of material changes.

16.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement.

16.4 Severability

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

16.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, acts of government, internet infrastructure failures, or pandemics, provided that the affected party gives prompt written notice and uses reasonable efforts to resume performance.

16.6 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

16.7 Order of Precedence

In the event of a conflict, the following order of precedence applies: (1) any executed Addendum, with respect to the matters it governs; (2) the applicable Order Form, with respect to deal-specific terms; and (3) this Agreement, for all other matters. An Addendum controls over both the Order Form and this Agreement solely with respect to the subject matter it expressly addresses.

16.8 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt or by overnight courier to the addresses set forth in the applicable Order Form. Notices to Provider shall be sent to info@hoacloud.app.

How This Agreement Becomes Binding