ENTRANCEIQ MASTER SERVICES AGREEMENT
This EntranceIQ Master Services Agreement (this “MSA” or “Agreement”) is entered into as of the effective date stated in the applicable Community Success Plan (the “Effective Date”) by and between EntranceIQ, LLC, a Delaware limited liability company doing business in Florida (or its applicable affiliate identified in the Community Success Plan) (“EntranceIQ,” “we,” “us”) and the customer identified in the Community Success Plan (“Customer,” “Association,” “you”). This MSA governs Customer’s access to and use of EntranceIQ’s hosted software platform and related services, together with each Community Success Plan to which this MSA is attached, with which this MSA is included or otherwise provided, or that references or incorporates this MSA.
If Customer is an association, property owner, property manager, management company, board member, officer, agent, or other person or entity acting for or on behalf of a community, Customer represents and warrants that: (a) Customer, the applicable signer, and any person signing, electronically signing, clicking, approving, paying for, accessing the Services under, or otherwise accepting the Community Success Plan have full legal authority to bind Customer, the community, and any related entity identified in the Community Success Plan to both the Community Success Plan and this Agreement; (b) Customer has obtained all board approvals, owner approvals, management-company approvals, governing-document approvals, procurement approvals, budget approvals, consents, notices, and authorizations required by applicable governing documents, bylaws, community rules, contracts, budgets, procurement policies, or law to enter into the Community Success Plan and this Agreement and to authorize payment for and implementation of the Services; (c) the individual signing, electronically signing, clicking, approving, paying for, accessing the Services under, or otherwise accepting the Community Success Plan has authority to do so on Customer’s, the community’s, and each such related entity’s behalf, and no separate signature on this MSA is required; and (d) it will indemnify EntranceIQ against any claims that Customer, the applicable signer, the community, or any related entity lacked such authority, approvals, consents, notices, or authorizations.
You, the Customer, are purchasing services from EntranceIQ, LLC. Part of that purchase includes consideration for, and your agreement to be bound by, the terms and conditions of this Master Services Agreement. This MSA is between you and EntranceIQ, is binding, and has legal implications for you. Please read this MSA in its entirety and seek legal counsel if you do not understand the legal implications of these terms and conditions. BY SIGNING, ELECTRONICALLY SIGNING, CLICKING, APPROVING, PAYING FOR, ACCESSING THE SERVICES UNDER, OR OTHERWISE ACCEPTING THE COMMUNITY SUCCESS PLAN TO WHICH THIS MSA IS ATTACHED, WITH WHICH THIS MSA IS INCLUDED OR OTHERWISE PROVIDED, OR THAT REFERENCES OR INCORPORATES THIS MSA, YOU ARE ACKNOWLEDGING, ACCEPTING, AND AGREEING TO THE COMMUNITY SUCCESS PLAN AND ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS MSA, WITHOUT ANY SEPARATE SIGNATURE ON THIS MSA BEING REQUIRED.
1. DEFINITIONS
1.1 “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2 “Authorized Users” means Customer’s employees, agents, contractors, gatehouse personnel, and other persons (including any third-party security company) authorized by Customer to access the Services solely for Customer’s internal business purposes.
1.3 “Customer Data” means data, content, materials, and information submitted to the Services by or on behalf of Customer or Authorized Users, including resident data and contact information, guest lists, vehicle/license plate data, incident logs, images, video recordings, biometric data, and communications content, but excluding Usage Data. Customer Data does not include any data or content that EntranceIQ is prohibited from processing under applicable law.
1.4 “Documentation” means EntranceIQ’s user guides, specifications, online help, and other materials describing the Services’ features and use.
1.5 “Fees” means all amounts payable by Customer under this Agreement, including recurring service fees, Usage-Based Fees, one-time onboarding and implementation fees, setup fees, reinstatement fees, and any other charges identified in a Community Success Plan.
1.6 “Installers” means any third-party installers, electricians, low-voltage contractors, security integrators, construction contractors, or other vendors engaged by Customer for any on-site work, infrastructure, hardware, wiring, cabling, power, mounting, or connectivity.
1.7 “Community Success Plan” means the quote, order form, online checkout confirmation, or other ordering document signed, electronically signed, clicked, approved, paid for, accessed under, accepted, or otherwise approved by Customer to which this MSA is attached, with which this MSA is included or otherwise provided, or that references or incorporates this MSA and states the applicable business terms, which may include the community name, number of homes, number of manned gates, number of unmanned gates, number of clubhouses or amenities, included platform features, any delayed or future features, monthly recurring service fees, one-time onboarding or implementation fees, payment schedule, start or effective date, initial term, renewal terms (if any), and special commercial terms.
1.8 “Privacy Policy” means EntranceIQ’s privacy policy as in effect on the Effective Date and available at https://www.entranceiq.net/, which is incorporated by reference. EntranceIQ may update the Privacy Policy from time to time, the then-current version will be available at the foregoing URL, and the then-current Privacy Policy governs Customer’s ongoing access to and use of the Services; provided, however, that any change to the Privacy Policy that materially reduces Customer’s contractual rights under this MSA will not amend this MSA unless Customer accepts the change or the change is incorporated in accordance with this Agreement’s amendment and version-control process.
1.9 “Services” means EntranceIQ’s hosted, cloud-based software applications and related functionality made available by EntranceIQ, including any modules, features, mobile apps, hosted dashboards, and platform features specified in a Community Success Plan, plus Support. Services do not include physical installation, electrical work, wiring/cabling, network buildout, construction, camera/gate hardware installation, or other on-site infrastructure work.
1.10 “Support” means EntranceIQ’s standard technical support and maintenance as described in the Documentation or as otherwise specified in a Community Success Plan.
1.11 “Third-Party Services” means third-party products, services, hardware, connectivity, cameras, scanners, gateways, payment processors, SMS carriers, and integrations that may interoperate with the Services.
1.12 “Usage Data” means aggregated and/or de-identified data and analytics derived from operation of the Services, including performance metrics, feature usage, device status, and trend data, that does not identify Customer or any individual.
2. COMMUNITY SUCCESS PLANS; INCORPORATION; ORDER OF PRECEDENCE
2.1 Community Success Plans; Incorporation by Reference. Customer may purchase Services via a Community Success Plan. Each Community Success Plan is governed by and incorporated into this MSA by reference, and the MSA attached to, included with, or otherwise provided together with a Community Success Plan is incorporated into and forms part of that Community Success Plan, as if this MSA were attached to, reproduced in, and signed with that Community Success Plan. Customer’s signature, electronic signature, click-through acceptance, email approval, portal approval, payment, access to the Services, or other acceptance of a Community Success Plan constitutes Customer’s signature to and acceptance of both the Community Success Plan and this MSA, without requiring Customer to separately sign this MSA. Each Community Success Plan must include conspicuous acceptance language above or near the Customer signature block, electronic signature field, click-through acceptance button, or other acceptance mechanism substantially in the following form: “By signing, clicking, approving, paying for, or otherwise accepting this Community Success Plan, Customer accepts this Community Success Plan and agrees to be bound by the EntranceIQ Master Services Agreement attached to, included with, otherwise provided together with, or incorporated into this Community Success Plan.” Omission, relocation, or non-material variation of that acceptance language will not invalidate Customer’s acceptance or limit incorporation of this MSA if this MSA is attached to, included with, or otherwise provided together with the Community Success Plan or Customer accesses, uses, or pays for the Services.
2.2 Order of Precedence; Conflicts; Customer Forms. If there is any conflict, inconsistency, or ambiguity between this MSA and any Community Success Plan, Documentation, purchase order, vendor setup form, community approval document, portal terms, procurement form, onboarding questionnaire, or other Customer-supplied or Customer-required form or document, this MSA controls as to all legal terms, risk allocation, warranties, disclaimers, limitations of liability, indemnities, data/privacy terms, ownership, confidentiality, suspension, termination, governing law, dispute resolution, and other non-commercial terms. The Community Success Plan controls only as to expressly stated commercial terms, such as pricing, scope, quantities, start date, payment schedule, and contract term, and only to the extent those commercial terms are not ambiguous. Any ambiguity will be resolved in favor of this MSA. No Customer purchase order, vendor setup form, community approval document, portal terms, procurement form, onboarding questionnaire, or other Customer-supplied form will modify, supplement, override, or add terms to this MSA or any Community Success Plan, even if EntranceIQ signs, submits, references, processes, accepts payment under, or does not object to such form, unless an authorized officer of EntranceIQ expressly agrees to the specific modification in a separate writing that identifies the provisions of this MSA being modified.
2.3 MSA Version Control. The MSA applicable to a Community Success Plan is the MSA attached to, included with, or otherwise provided together with that Community Success Plan at the time Customer signs, electronically signs, clicks, approves, pays for, accesses Services under, or otherwise accepts the Community Success Plan. That attached, included, or otherwise provided MSA is incorporated into and forms part of the Community Success Plan and is the governing MSA for that Community Success Plan. EntranceIQ may post or make available updated versions of its MSA from time to time, but no later-posted website version, online terms update, or replacement MSA will amend or supersede an already accepted Community Success Plan or the MSA attached to, included with, otherwise provided together with, and incorporated into it unless Customer accepts the later version or the amendment or change is incorporated in accordance with this Agreement’s amendment and change-order process.
2.4 Community Success Plan Scope; Exclusions; Change Orders. The Community Success Plan is expected to identify, as applicable, the applicable community, number of homes, manned gates, unmanned gates, clubhouses and amenities, included platform features, any delayed or future features, monthly recurring fees, one-time onboarding or implementation fees, payment schedule, start date, initial contract term, renewal terms (if any), and special commercial terms. Any feature, community, gate, amenity, integration, service, hardware interface, implementation item, support commitment, SLA, deliverable, third-party system, module, storage, custom configuration, data migration, report, automation, post-kickoff change, hardware, installation work, or other item not expressly included in the applicable Community Success Plan is excluded unless added by a new or amended Community Success Plan, amendment, change order, statement of work, or other mutually accepted writing in accordance with this Agreement. Any such addition, expansion, or change may require additional Fees and may change the implementation timeline, deployment slot, scope, specifications, Customer responsibilities, third-party dependencies, site-readiness requirements, and other project assumptions.
2.5 Opportunity to Review; No Reliance. By signing, electronically signing, clicking "I accept," accessing, approving, paying for, or otherwise accepting a Community Success Plan, or by accessing or using the Services, Customer agrees to be bound by this MSA (including the Privacy Policy incorporated by reference), subject to the MSA version-control provisions in Section 2.3, without any separate signature on this MSA being required. Customer represents and acknowledges that, before accepting the applicable Community Success Plan, Customer had access to this MSA, had a reasonable opportunity to review it, had the opportunity to consult legal counsel if Customer desired to do so, and is not relying on any inconsistent or unsigned sales materials, proposals, demonstrations, emails, marketing materials, statements, oral statements, customer forms, purchase orders, vendor setup forms, community approval documents, portal terms, procurement forms, onboarding questionnaires, or other Customer-supplied or Customer-required documents. Only this MSA and the applicable Community Success Plan state the binding terms of the parties’ agreement. If Customer does not agree to these terms, Customer must not accept any Community Success Plan or access or use the Services. EntranceIQ’s obligations to activate, onboard, deploy, configure, or provide any Services are expressly conditioned on Customer’s acceptance of the applicable Community Success Plan and, through that Community Success Plan, this MSA, and EntranceIQ’s receipt of all required upfront, onboarding, implementation, recurring, or other payments then due. EntranceIQ has no obligation to activate, onboard, deploy, configure, or provide Services until all required payments have been received in cleared funds. Customer’s continued use of the Services following notice of any changes to this MSA will not amend an already accepted Community Success Plan or the MSA attached to, included with, or otherwise provided together with it unless Customer accepts the later version or the amendment or change is incorporated in accordance with this Agreement’s amendment and change-order process.
3. ACCEPTANCE OF TERMS; CONDITIONS TO SERVICE
The terms and conditions regarding Customer's acceptance of this MSA, conditions to service activation, payment requirements, and version-control provisions are as set forth in Sections 2.3 and 2.5, which apply with full force and effect.
4. ACCESS, LICENSE, AND RESTRICTIONS
4.1 Access License. Subject to Customer’s timely payment of Fees and ongoing compliance with this Agreement, EntranceIQ grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the contract term stated in the applicable Community Success Plan to access and use the Services solely for Customer’s internal operations for the specific community(ies) identified in the Community Success Plan and solely in accordance with the Documentation. This license does not include any right to access the Services' source code, underlying technology, or non-public APIs.
4.2 Authorized Users. To access EntranceIQ services, you must create an account. The deployment team will generate accounts using the email addresses provided to EntranceIQ, with each account corresponding to a unique user. Customer is solely and strictly responsible for all activities conducted through its accounts and Authorized Users (including any security company personnel), whether or not such activities were authorized by Customer. Customer will ensure Authorized Users comply with this Agreement and will be liable for any breach by any Authorized User as if Customer itself had committed the breach. Customer will implement and maintain reasonable security measures to prevent unauthorized access to its accounts.
4.3 Restrictions. Customer will not, and will not permit or enable any third party to: (a) copy, modify, create derivative works of, or translate the Services or Documentation; (b) reverse engineer, decompile, disassemble, or attempt to discover or reconstruct the source code, underlying algorithms, or non-public APIs of the Services; (c) circumvent, disable, or interfere with security controls, access controls, usage limits, or other protective measures; (d) use the Services for any unlawful, harmful, fraudulent, discriminatory, or abusive purposes; (e) interfere with, disrupt, or impose unreasonable loads on the Services or EntranceIQ's infrastructure; (f) access or use the Services to develop, build, train, or benchmark a competing or substantially similar product or service; (g) remove, obscure, or alter any proprietary notices, labels, or marks; (h) rent, lease, sell, sublicense, distribute, or otherwise transfer rights to the Services; or (i) use the Services in any manner that violates any third party's rights, including intellectual property, privacy, or publicity rights..
4.4 Reservation of Rights. EntranceIQ retains all right, title, and interest in and to the Services, Documentation, and related intellectual property.
4.5 Feedback. If Customer or any Authorized User provides any suggestions, enhancement requests, recommendations, feedback, or other input regarding the Services ("Feedback"), Customer hereby assigns to EntranceIQ all right, title, and interest in and to such Feedback, and EntranceIQ may use, implement, and commercialize such Feedback without restriction, obligation, or compensation to Customer. Customer represents and warrants that it has all rights necessary to provide such Feedback and to make the foregoing assignment.
5. IMPLEMENTATION; CUSTOMER RESPONSIBILITIES
5.1 Implementation/Onboarding. If implementation services are included in a Community Success Plan, EntranceIQ will provide them in a commercially reasonable manner consistent with industry standards after Customer has accepted the Community Success Plan and paid all required upfront, onboarding, implementation, or other amounts then due. Customer acknowledges and agrees that the onboarding and implementation schedule will be based on the deployment timeline established at kickoff and assumes timely Customer and community participation. Implementation timelines are estimates only and are dependent on Customer's timely performance of its responsibilities, Customer's responsiveness, site readiness, EntranceIQ’s receipt of required payments, and the availability and performance of Third-Party Services. If Customer or the applicable community fails to provide required information, approvals, access, credentials, contacts, training participation, data, notices, consents, site readiness, vendor coordination, infrastructure, connectivity, or other required items, EntranceIQ may pause the project, extend milestones, reschedule work, or move the community to a different deployment slot based on resource availability. EntranceIQ will not be liable for delays caused by Customer, the community, nonpayment, site conditions, vendors, or third parties, and any estimated go-live or completion dates are targets only and not guaranteed delivery dates. EntranceIQ may charge additional onboarding, project management, training, implementation, rework, remobilization, or professional services fees if Customer-caused delays, missed meetings, incomplete information, unavailable personnel, site issues, vendor delays, or changed requirements require additional resources, repeated work, additional sessions, or materially or significantly impact the agreed deployment schedule.
5.2 Customer Responsibilities. Customer is responsible for: (a) providing accurate information and required contacts; (b) maintaining compatible devices and internet connectivity; (c) ensuring physical site readiness and safe operating conditions; (d) maintaining and procuring Third-Party Services unless EntranceIQ expressly provides them in the Community Success Plan; (e) determining whether and how privacy, license plate recognition, video surveillance, biometric, communications, recording, access-control, automated decision-making, artificial intelligence, consumer-protection, employment, fair housing, disability/accessibility, and other laws, regulations, ordinances, governing documents, and community policies apply to Customer’s use of the Services; and (f) obtaining all consents and providing all notices, signage, disclosures, policies, procedures, and communications required for collection and use of personal data, license plate data, identity documents, recordings, communications, access logs, and related information.
5.3 Account Security. Customer will maintain secure passwords and promptly notify EntranceIQ of suspected unauthorized access.
6. SCOPE LIMITATION; THIRD-PARTY INSTALLERS; SITE/INFRASTRUCTURE
6.1 EntranceIQ Does Not Install Physical Components. Customer acknowledges that EntranceIQ only provides the cloud-based software and services and does not install, configure, or maintain Customer’s physical hardware, electrical service, gate mechanisms, wiring/cabling, cameras, scanners, network infrastructure, conduits, construction, mounting, or any related on-site work.
6.2 Installers and Infrastructure Are Customer’s Responsibility. Customer is solely responsible for selecting, contracting with, and supervising Installers and for ensuring required site infrastructure and connectivity are available, safe, and compliant with applicable codes and laws.
6.3 No Liability for Installer Acts/Omissions or Site Conditions. EntranceIQ will not be liable for any loss, damage, delay, downtime, failure, security incident, personal injury, property damage, or claim arising from or related to any Installer’s acts or omissions, any defective installation, or any failure or inadequacy of Customer’s site conditions, hardware, power, wiring, connectivity, or other infrastructure, even if EntranceIQ provided compatibility guidance or general recommendations.
6.4 LIMITATION OF LIABILITY - NO SAFETY OR LAW ENFORCEMENT GUARANTEE. The Services are a management tool only and are not a substitute for security personnel, law enforcement, or other safety measures. EntranceIQ does not guarantee prevention of crime, unauthorized access, incidents, injuries, or property damage. Customer is solely responsible for implementing appropriate security measures and maintaining adequate insurance coverage for its premises and operations. The Services are provided as a management tool only. Customer acknowledges and agrees that EntranceIQ shall have no liability for any failure to prevent such occurrences.
7. FEES, PAYMENT, TAXES, AND COLLECTIONS
7.1 Fees. All payments must be made through EntranceIQ’s automatic payment system via the EntranceIQ portal. Customer will timely pay all Fees stated in the Community Success Plan. Unless otherwise stated, all Fees are in U.S. dollars.
7.2 Autopay; No Setoff; Payment Condition. Customer authorizes EntranceIQ to charge Customer’s designated payment method automatically. Customer may not withhold, set off, or deduct any amounts from Fees. EntranceIQ has no obligation to activate, onboard, implement, deploy, configure, or provide Services unless and until EntranceIQ has received all required payments then due under the applicable Community Success Plan and this MSA.
7.3 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, VAT, excise, and similar taxes (excluding taxes on EntranceIQ’s income).
7.4 Usage-Based Fees. Some features may incur Usage-Based Fees (e.g., SMS, payment processing, additional cameras/licenses, minutes). Usage-Based Fees are billed in arrears based on actual use.
7.5 Late Payments; Suspension. If payment is not received within 30 days of the due date, EntranceIQ may charge a late fee equal to the greater of $25 or 2% of the overdue amount (or the maximum allowed by law) and, for recurring post-activation Fees, may suspend Services after 35 days of non-payment. The foregoing 35-day suspension period applies only to recurring post-activation Fees and does not limit EntranceIQ’s right to withhold activation, onboarding, implementation, configuration, added features, expansion work, change orders, or any new work unless and until all required payments have been received in cleared funds. Suspension does not waive Customer’s payment obligations.
7.6 Reinstatement. Reinstatement after suspension or cancellation is subject to EntranceIQ approval and payment of all past due amounts and a minimum reinstatement fee of $375.
7.7 Collections. Customer will reimburse EntranceIQ for reasonable costs of collection, including attorneys’ fees and costs.
7.8 Fee Changes. EntranceIQ may increase recurring service fees at renewal or as otherwise stated in the Community Success Plan upon at least 90 days’ notice (or as required by law). Usage-based pass-through costs may be adjusted with notice. Price increases will be based on the applicable price index, such as the Consumer Price Index (CPI), and will be capped at 4% annually to ensure they remain fair and reasonable. These adjustments reflect broader economic trends while keeping our services affordable and transparent. This cap does not apply to Usage-Based Fees, pass-through third-party costs, or fees for added scope under a change order.
8. TERM; CANCELLATION; RENEWAL
8.1 Contract Term. The initial contract term shall commence on the Effective Date and continue for the period stated in the applicable Community Success Plan (the "Initial Term"). The Initial Term together with any renewal terms shall be referred to collectively as the "Term." If no term is specified in the Community Success Plan, the Initial Term shall be one (1) year.
8.2 Cancellation for Cause or Convenience. EntranceIQ may terminate this Agreement for convenience by providing Customer at least sixty (60) days' prior written notice. Customer may terminate this Agreement: (a) for convenience by providing EntranceIQ at least sixty (60) days' prior written notice, subject to the refund provisions in Section 9; or (b) immediately for cause if EntranceIQ materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice. EntranceIQ may terminate immediately for cause if Customer materially breaches this Agreement (including failure to pay Fees when due) and fails to cure within thirty (30) days of written notice, except that EntranceIQ may terminate within ten (10) days for nonpayment of Fees. Cancellation is effective on the date specified in the notice.
8.3 Charges Through Effective Cancellation Date. (a) For termination under Section 8.2(a) (convenience), Customer remains responsible for all Fees incurred through the cancellation effective date (including recurring service fees and any Usage-Based Fees), subject to any refund rights under Section 9. (b) For termination by Customer for cause under Section 8.2(b), Customer shall pay all Fees incurred through the effective date of termination, and EntranceIQ shall refund any prepaid Fees for services not yet rendered. (c) For termination by EntranceIQ for cause, Customer remains responsible for all Fees through the end of the then-current Term, plus any Usage-Based Fees incurred, and no refunds shall be due.
8.4 Renewal (If Applicable). If the Community Success Plan provides for auto-renewal, this Agreement shall automatically renew for successive periods of one (1) year unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.
9. REFUNDS AND PAYMENT OBLIGATIONS UPON TERMINATION
9.1 Cancellation Within 30 Days for Convenience. If Customer terminates for convenience under Section 8.2(a) within the first thirty (30) days after the Effective Date, Customer will receive a prorated refund of prepaid recurring service fees for the unused portion of the prepaid period, less: (a) all Usage-Based Fees already incurred; (b) any onboarding, setup, implementation, or professional services fees (which are non-refundable); (c) a termination fee equal to the lesser of (i) fifteen percent (15%) of the refundable amount or (ii) $500, to cover EntranceIQ's reasonable administrative costs; and (d) any third-party costs incurred by EntranceIQ on Customer's behalf. This refund right does not apply if EntranceIQ terminates for Customer's breach.
9.2 Cancellation After 30 Days. If Customer cancels after the initial 30 days, no portion of Fees will be refunded, including prepaid recurring service fees, except as required by applicable law or expressly stated in the Community Success Plan.
10. SUSPENSION; TERMINATION FOR CAUSE
10.1 Suspension for Risk. EntranceIQ may immediately suspend access to the Services (in whole or part) if: (a) Customer’s use poses a security risk to the Services or any user; (b) Customer is in material breach; (c) required to comply with law, court order, or governmental request; or (d) nonpayment. EntranceIQ will use commercially reasonable efforts to restore access once the issue is resolved.
10.2 Termination for Cause. Without limiting Section 8.2, either party may terminate this Agreement or a Community Success Plan upon written notice if the other party materially breaches and fails to cure within thirty (30) days of receiving written notice specifying the breach (or within ten (10) days for Customer's nonpayment of Fees). EntranceIQ may terminate immediately for unlawful use, repeated security violations, failure to make required payments before activation or onboarding, or if continued performance would create legal/regulatory risk.
10.3 Effect of Termination. Upon termination or expiration: (a) Customer’s access ends; (b) all unpaid Fees become immediately due; and (c) each party will return or destroy the other party’s Confidential Information within thirty (30) days of the effective date of termination or upon request, whichever is later, subject to: (i) retention of archival copies in accordance with standard backup and disaster recovery procedures; (ii) legal, regulatory, or professional retention requirements; and (iii) information that cannot be practically segregated from other data in aggregated or anonymized form. The following Sections shall survive termination or expiration of this Agreement: Sections 4.3 (Restrictions), 4.4 (Reservation of Rights), 4.5 (Feedback), 7 (Fees, Payment, Taxes, and Collections), 9 (Refunds), 12 (Confidentiality), 13 (Data, Privacy), 17 (Limitation of Liability), 18 (Indemnification), 23 (Governing Law; Venue), and 24 (General), together with any other provisions that by their nature are intended to survive.
10.4 Data Export; Deletion. For a period of thirty (30) days after the effective date of termination or expiration, EntranceIQ may make Customer Data available for export upon request, subject to payment of any outstanding Fees, amounts due under any Community Success Plan, and reasonable export charges. Thereafter, EntranceIQ may delete Customer Data in accordance with its retention practices, except as required by law.
11. SECURITY COMPANY USE; TRAINING MATERIALS; LIMITATIONS
11.1 Security Company Access. Customer may allow a third-party security company to use the Services as Authorized Users solely to support Customer’s operations, provided Customer remains responsible for the security company’s compliance with this Agreement.
11.2 Training and Materials; No Assumption of Duty. EntranceIQ may provide training materials, documentation, and/or remote training. Customer acknowledges training is provided for convenience and does not create any duty for EntranceIQ to supervise, manage, or control the security company or its personnel. EntranceIQ is not responsible for the security company’s staffing, response times, judgment calls, onsite actions, omissions, or compliance with laws or community policies.
11.3 Customer Responsibility for Policies and Use. Customer is solely responsible for establishing and enforcing community policies (including visitor access rules and credential issuance) and for ensuring all Authorized Users follow those policies.
12. CONFIDENTIALITY
12.1 Confidential Information. “Confidential Information” means non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") that is either (a) designated as confidential in writing at the time of disclosure, or (b) should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including pricing, integrations, protocols, software, code, security practices, product roadmaps, and Customer Data.
12.2 Obligations. The Receiving Party will protect Confidential Information using reasonable care and will use it only to perform under this Agreement. The Receiving Party may disclose Confidential Information to its employees, contractors, subcontractors, agents, and professional advisors (including legal, accounting, and financial advisors) who have a legitimate need to know such information to enable the Receiving Party to perform its obligations or exercise its rights under this Agreement and who are bound by written confidentiality obligations at least as protective as those contained herein, provided that the Receiving Party remains liable for any breach of this Section 12 by such persons.
12.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records; (d) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; or (e) is approved for release by written authorization of the Disclosing Party.
12.4 Compelled Disclosure. A party may disclose Confidential Information to the extent required by applicable law, regulation, legal process, or governmental order, provided that the party required to make such disclosure: (a) provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted) prior to disclosure; (b) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy; and (c) discloses only that portion of the Confidential Information that is legally required to be disclosed, as advised by counsel.
12.5 Term of Confidentiality. The obligations set forth in this Section 12 shall survive termination or expiration of this Agreement and shall continue for a period of five (5) years from the date of disclosure of the Confidential Information, except that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.
12.6 Return or Destruction. Upon termination or expiration of this Agreement, or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy (at the Disclosing Party's election) all Confidential Information in its possession or control, including all copies, notes, and derivatives thereof, and certify in writing to the Disclosing Party that it has done so. Notwithstanding the foregoing, the Receiving Party may retain Confidential Information: (a) as required by applicable law or regulation; (b) in archived computer systems or backup media in accordance with standard backup and disaster recovery procedures, provided such retained information remains subject to the confidentiality obligations herein; or (c) one copy for legal compliance purposes, which shall be retained by the Receiving Party's legal department and remain subject to the confidentiality obligations herein.
12.7 Equitable Relief. The parties acknowledge that a breach of this Section 12 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief and specific performance to prevent or remedy any breach or threatened breach of this Section 12, without the requirement of posting a bond or proving actual damages.
13. DATA, PRIVACY POLICY INCORPORATION, AND CUSTOMER NOTICE OBLIGATIONS
13.1 Customer Data Ownership. Customer retains all rights in Customer Data. Customer grants EntranceIQ a license to host, process, transmit, and display Customer Data to provide, secure, and improve the Services and to fulfill legal obligations.
13.2 Usage Data. EntranceIQ may collect, retain, and use Usage Data for analytics, product improvement, marketing, capacity planning, security, and benchmarking.
13.3 Privacy Policy Incorporation. Customer acknowledges that in performing the Services EntranceIQ collects and processes personal information such as names, contact information, and identification/license information of residents and other users, as described in the Privacy Policy, which is incorporated by reference.
13.4 Customer Responsibility to Review, Communicate, and Operate. Customer is responsible for: (a) reviewing the Privacy Policy; (b) determining whether it is acceptable for Customer’s community; (c) determining whether and how privacy, license plate recognition, video surveillance, biometric, communications, recording, access-control, automated decision-making, artificial intelligence, consumer-protection, employment, fair housing, disability/accessibility, and other laws, regulations, ordinances, governing documents, and community policies apply to Customer’s use of the Services; (d) making the Privacy Policy’s contents known to residents, guests, vendors, employees, contractors, and other individuals whose information may be collected or processed through the Services; and (e) obtaining and maintaining any legally required notices, consents, signage, disclosures, policies, and procedures. Customer is solely responsible for community policies, enforcement, access decisions, resident/guest/vendor communications, operational decisions, security decisions, and any actions taken or not taken based on Customer Data, LPR Technology, AI Features, alerts, reports, logs, or other Service outputs.
13.5 Liability Waiver re Notice/Consent Failures. To the maximum extent permitted by law, Customer waives and agrees EntranceIQ will not be liable for claims, damages, penalties, or costs arising out of Customer’s failure (or the failure of Customer’s agents/contractors, including any security company) to provide legally required notices, obtain consents, or otherwise comply with privacy, communications, or surveillance laws in connection with use of the Services.
13.6 Security Measures. EntranceIQ will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, or destruction. Customer acknowledges no security measures are perfect and remains responsible for secure use of accounts and devices.
13.7 License Plate Recognition / LPR Technology and Accuracy. The Services may include or interoperate with license plate recognition or license plate reader technology (“LPR Technology”) within the EntranceIQ ecosystem. LPR Technology analyzes camera feeds, video, still images, metadata, and related inputs to detect, read, and associate license plate information with access-management workflows, including visitor, resident, vendor, gate, credential, watchlist, incident, logging, notification, and access-decision workflows. Depending on available data, camera visibility, third-party inputs, and system configuration, plate reads and related events may be matched, classified, logged, associated with a record, used to trigger a workflow, or flagged for review. Customer acknowledges that LPR accuracy may be affected by many factors, including vehicle speed, angle, distance, lighting, glare, shadows, weather, camera placement, camera quality, lens condition, plate condition, dirt, damage, covers, obstructions, traffic congestion, installation and configuration, network latency, bandwidth, connectivity, hardware performance, and third-party systems. LPR results are probabilistic, confidence-based outputs and are not guaranteed to provide one hundred percent (100%) recognition accuracy, successful detection, correct classification, or complete capture under all conditions. Customer and its Authorized Users are responsible for reviewing LPR results as appropriate and for establishing operational procedures for manual verification, exception handling, and any access or enforcement decisions. Customer and Authorized Users may not rely solely on LPR Technology, automated alerts, classifications, confidence scores, plate reads, matches, logs, reports, or other system outputs to deny access, impose fines, issue penalties, tow vehicles, report violations, discipline personnel, contact law enforcement, take enforcement actions, make emergency, safety, or security decisions, or take any other adverse action without appropriate human review, verification, and compliance with Customer’s policies and applicable law.
13.8 Artificial Intelligence Usage and Limitations. The Services may include artificial intelligence, machine learning, computer vision, automation, analytics, or similar features (“AI Features”) that generate or assist with recommendations, classifications, summaries, analytics, alerts, insights, detections, prioritizations, confidence scores, or other outputs. AI Features are intended to assist Customer and Authorized Users in managing community access and operations and are not a substitute for human judgment, professional advice, legal compliance review, security personnel, emergency response, or law enforcement. Customer acknowledges that AI-generated outputs may be incomplete, inaccurate, biased, delayed, misclassified, or otherwise erroneous, and may depend on the quality, availability, and configuration of Customer Data, camera/video inputs, third-party systems, network conditions, and user settings. EntranceIQ does not guarantee that AI Features will identify all relevant events, avoid all false positives or false negatives, or produce accurate, complete, or legally compliant results in every circumstance. Customer remains solely responsible for reviewing, validating, and deciding whether and how to act on AI-generated outputs and for ensuring that its use of AI Features complies with applicable laws, community policies, and required notices or consents. Customer and Authorized Users may not rely solely on AI Features, automated alerts, classifications, confidence scores, AI-generated outputs, or other system outputs to deny access, impose fines, issue penalties, tow vehicles, report violations, discipline personnel, contact law enforcement, take enforcement actions, make emergency, safety, or security decisions, or take any other adverse action without appropriate human review, verification, and compliance with Customer’s policies and applicable law.
14. SUPPORT; SERVICE CHANGES
14.1 Support; No Service Level Agreement Unless Express. EntranceIQ will provide Support as described in the Documentation or Community Success Plan. EntranceIQ may update Support processes from time to time. Unless expressly stated in a Community Success Plan or separate writing signed by an authorized officer of EntranceIQ, EntranceIQ provides no uptime, availability, response-time, support-time, resolution-time, maintenance, latency, throughput, maintenance-window, service-credit, support, availability, or other service-level commitment or service level agreement.
14.2 Service Modifications. EntranceIQ may modify the Services to improve performance, security, or functionality, or to comply with law. EntranceIQ will use commercially reasonable efforts not to materially reduce core functionality during a paid term.
14.3 Future, Beta, Preview, and Roadmap Features. Any beta, pilot, preview, evaluation, roadmap, planned, delayed, future, or not-yet-deployed features, modules, integrations, functionality, timelines, or release dates are non-binding and may be modified, delayed, suspended, discontinued, or never released in EntranceIQ’s discretion. Customer may not rely on any such features, timelines, or roadmap items as a commitment, warranty, service level, condition of payment, condition of acceptance, or basis for termination, refund, credit, damages, or other remedy unless expressly stated in a Community Success Plan or separate writing signed by an authorized officer of EntranceIQ.
15. THIRD-PARTY SERVICES AND INTEGRATIONS
15.1 Third-Party Services. Customer may elect to use Third-Party Services at Customer's sole discretion and risk. EntranceIQ is not responsible for Third-Party Services to the extent permitted by law. EntranceIQ disclaims all warranties related to Third-Party Services, except to the extent such disclaimers are prohibited by applicable law. EntranceIQ's liability related to Third-Party Services shall be limited as set forth in the Limitation of Liability section of this Agreement.
15.2 Pass-Through Terms. Customer agrees to comply with all third-party terms and conditions applicable to Third-Party Services. Customer acknowledges that EntranceIQ makes no representations or warranties regarding such third-party terms. Customer will bear all third-party fees, costs, and charges associated with Third-Party Services unless expressly stated otherwise in an accepted Community Success Plan. Customer shall indemnify and hold harmless EntranceIQ from any claims, damages, or liabilities arising from Customer's use of or failure to comply with the terms of Third-Party Services.
15.3 Third-Party Equipment, Vendors, and Integration Methods. The Services may integrate or interoperate with third-party hardware, cameras, controllers, access control systems, gate systems, connectivity, networks, databases, and other vendor-provided equipment, software, products, or services. EntranceIQ may use available integration methods, which may include RTSP video streams, APIs, SDKs, database connections, webhooks, credentials, network connections, device permissions, vendor portals, and other supported communication methods. Customer acknowledges that EntranceIQ does not manufacture, maintain, warrant, control, or assume responsibility for the performance, uptime, configuration, maintenance, compatibility, failure, defects, firmware or software updates, technical support, cybersecurity, security vulnerabilities, or continued availability of any third-party equipment, products, systems, connectivity, or services, whether or not EntranceIQ provides compatibility guidance, integration assistance, configuration recommendations, or troubleshooting support. Performance and availability of third-party equipment and services remain subject to the specifications, support policies, warranties, service levels, lifecycle decisions, limitations, and acts or omissions of the applicable manufacturer, carrier, provider, or vendor. Customer is responsible for obtaining and maintaining all required third-party equipment, licenses, accounts, credentials, permissions, network access, connectivity, and vendor support necessary for the Services to operate as intended.
16. WARRANTIES; DISCLAIMERS
16.1 Limited Warranty. EntranceIQ warrants it will provide the Services in a professional and workmanlike manner. Customer must notify EntranceIQ in writing of any warranty claim within thirty (30) days of discovering the alleged deficiency, and Customer’s exclusive remedy for breach of this warranty is re-performance of the deficient Services or, if EntranceIQ cannot reasonably re-perform, termination of the affected Community Success Plan and a pro-rated refund of prepaid recurring service fees for the unused portion of the then-current term (excluding onboarding/setup and usage-based fees), if any. This remedy is subject to the limitations of liability in Section 17.
16.2 Disclaimers. Except as expressly stated, the Services are provided “as is” and “as available.” EntranceIQ disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage of trade. EntranceIQ does not warrant uninterrupted or error-free operation or that the Services will meet Customer’s requirements.
16.3 Technology Performance Disclaimer. Customer acknowledges that all technology platforms and technology-enabled services, including artificial intelligence, LPR Technology, integrations, third-party equipment, networks, connectivity, infrastructure, and third-party systems, have inherent limitations. While EntranceIQ works to optimize performance, reliability, and accuracy, no technology solution can guarantee perfect, uninterrupted, error-free, or complete results in every scenario. Any reported, quoted, published, or described accuracy rates, uptime figures, availability figures, response times, support times, resolution times, latency, throughput, detection rates, recognition rates, error rates, or other performance metrics are expected or historical performance under typical operating conditions and may vary based on environmental, operational, infrastructure, data-quality, configuration, user, and third-party factors. Such metrics are not warranties, guarantees, service levels, service credits, service level agreements, or commitments unless expressly stated in a Community Success Plan signed by an authorized officer of EntranceIQ.
17. LIMITATION OF LIABILITY
17.1 Exclusion of Damages. To the maximum extent permitted by law, EntranceIQ will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, business, or goodwill, arising out of or related to this Agreement, even if advised of the possibility.
17.2 Liability Cap. To the maximum extent permitted by law, EntranceIQ’s total aggregate liability arising out of or related to this Agreement will not exceed the total recurring service fees actually paid by Customer to EntranceIQ under the applicable Community Success Plan in the 12 months preceding the event giving rise to the claim. For the avoidance of doubt, this cap applies solely to EntranceIQ's liability and does not limit Customer's obligations under this Agreement, including Customer's indemnification obligations under Section 18.1, payment obligations under Section 7, or confidentiality obligations under Section 12.
17.3 Third-Party Installer / Security Company Clarification. Without limiting the foregoing, EntranceIQ will have no liability for acts or omissions of Installers or any third-party security company, or any claims arising from physical installation, infrastructure, staffing, or on-site operational decisions.
17.4 Allocation of Risk. The parties acknowledge Fees reflect this allocation of risk and these limitations are an essential basis of the bargain.
18. INDEMNIFICATION
18.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless EntranceIQ and its Affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Data (including claims it infringes or violates rights); (b) Customer’s or Authorized Users’ use of the Services in violation of law or this Agreement; (c) Customer’s failure to obtain required consents/notices, provide required signage or disclosures, or comply with applicable privacy, surveillance, biometric, communications, recording, access-control, automated decision-making, artificial intelligence, consumer-protection, employment, fair housing, disability/accessibility, or other laws or community policies; (d) acts/omissions of Installers; (e) disputes with residents/guests/vendors relating to Customer’s operations, policies, enforcement, access decisions, towing, penalties, violation reporting, communications, operational decisions, or security decisions; or (f) Customer’s reliance on LPR Technology, AI Features, alerts, reports, logs, or other Service outputs without appropriate human review and manual verification.
18.2 Indemnity Procedure. The indemnified party must: (a) provide prompt notice; (b) allow the indemnifying party sole control of defense/settlement, subject to EntranceIQ’s rights in this Section; and (c) provide reasonable cooperation. EntranceIQ may participate in any claim with counsel of its own choosing at Customer’s expense where the claim involves EntranceIQ’s technology, platform, reputation, regulatory exposure, injunctive relief, requested changes to EntranceIQ’s business or services, or an actual or potential conflict of interest. No settlement may, without EntranceIQ’s prior written consent, restrict EntranceIQ’s business, require changes to EntranceIQ’s services or technology, admit fault or liability by EntranceIQ, impose obligations on EntranceIQ, or otherwise adversely affect EntranceIQ, and no settlement may admit liability or impose obligations on any other indemnified party without that indemnified party’s consent.
18.3 Mitigation. If the Services become, or in EntranceIQ’s opinion are likely to become, the subject of an infringement claim, EntranceIQ may: (a) modify the Services; (b) replace them; (c) obtain rights for continued use; or (d) terminate the affected Services and refund prepaid recurring service fees for the unused portion of the term.
19. COMPLIANCE; EXPORT; SANCTIONS
Customer will comply with all applicable laws, rules, regulations, ordinances, and community and governing-document requirements, including surveillance, biometric, artificial intelligence, automated decision-making, consumer protection, fair housing, disability/accessibility, employment, towing/parking, recording, signage, communications, privacy, HOA/community governance, export control, and sanctions requirements. Customer represents it is not a sanctioned party and will not allow access where prohibited.
20. ASSIGNMENT; SUBCONTRACTORS
20.1 Assignment. Customer may not assign this Agreement without EntranceIQ’s prior written consent, except to a successor by merger or sale of substantially all assets, provided the successor agrees in writing to be bound. Any prohibited assignment is void. EntranceIQ may assign to an Affiliate or in connection with a corporate reorganization, merger, or sale.
20.2 Change of Control; Continuity of Service.
(a) Assignment in Connection with Change of Control; Successor Assumption. EntranceIQ may assign this Agreement as permitted under Section 20.1, including in connection with a Change of Control. Any such assignment will be effective only upon the assignee or surviving entity (the “Successor”) executing a written assumption agreement pursuant to which the Successor assumes and agrees to perform EntranceIQ’s obligations under this Agreement arising from and after the effective date of such assignment or transaction (the “Assignment Effective Date”).
(b) No Continuing Liability of EntranceIQ; No Guaranty; Covenant Not to Sue. From and after the Assignment Effective Date, Customer agrees that the Successor will be solely responsible for performing EntranceIQ’s obligations under this Agreement and that EntranceIQ will have no responsibility or liability for any acts, omissions, breaches, service levels, performance failures, or other conduct of the Successor occurring after the Assignment Effective Date. Customer irrevocably releases EntranceIQ from, and covenants not to sue EntranceIQ for, any claims arising from or relating to the Successor’s performance (or non-performance) after the Assignment Effective Date. Nothing in this Section makes EntranceIQ a guarantor of the Successor’s performance. For clarity, EntranceIQ remains responsible only for obligations and liabilities that accrued prior to the Assignment Effective Date.
(c) No Material Degradation (Successor; Post-Assignment). From and after the Assignment Effective Date, the Successor will not make changes to the Services that result in a material reduction of the core functionality of the Services purchased in the applicable Community Success Plan (a “Material Degradation”), taken as a whole. For clarity, routine updates, upgrades, bug fixes, security changes, UI/UX changes, changes required by law, and reasonable modifications that do not materially reduce core functionality will not constitute a Material Degradation.
(d) Notice; Transition (Successor Only). From and after the Assignment Effective Date, the Successor will use commercially reasonable efforts to provide Customer with at least thirty (30) days’ notice of any planned material change to the Services that would reasonably be expected to adversely affect Customer’s use of the Services.
(e) Remedy; Cure Period (Against Successor Only). If Customer reasonably believes a Material Degradation has occurred, Customer will provide written notice describing the issue in reasonable detail. The Successor will have forty-five (45) days after receipt of such notice to cure the Material Degradation. If the Material Degradation is not cured within such period, Customer may terminate the affected Community Success Plan upon written notice (effective immediately or as stated in the notice).
(f) Exclusive Remedy; Successor-Only. The rights in this Section constitute Customer’s sole and exclusive remedy for any Material Degradation arising from or following a Change of Control, and may be exercised only against the Successor (and not against EntranceIQ).
(g) Definition. “Change of Control” means (i) any merger or consolidation in which EntranceIQ is not the surviving entity, (ii) a sale of all or substantially all of EntranceIQ’s assets, or (iii) a transaction or series of related transactions resulting in a change in the direct or indirect ownership of more than fifty percent (50%) of the voting or equity interests of EntranceIQ.
20.3 Subcontractors. EntranceIQ may use subcontractors in its sole discretion and remains responsible for their performance of the Services. EntranceIQ shall use commercially reasonable efforts to ensure that subcontractors maintain appropriate confidentiality standards.
21. FORCE MAJEURE
Neither party will be liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, labor disputes, utility failures, internet outages, governmental actions, and third-party service interruptions, provided that the affected party: (a) provides prompt written notice to the other party; (b) uses commercially reasonable efforts to mitigate the effects of such event; and (c) resumes performance as soon as reasonably practicable. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice without liability except for obligations accrued prior to termination.
22. NOTICES
Except for operational notices described below, notices must be in writing and delivered by personal delivery, certified mail (return receipt requested), recognized overnight courier, or email (with confirmation of receipt) to the addresses in the Community Success Plan (or as updated by notice). Notices are effective upon receipt, or if sent by email, upon the earlier of actual receipt or one (1) business day after transmission if confirmation of delivery is received. Operational, service, support, billing, maintenance, security, account, product, and other non-legal notices are valid if sent by email to Customer’s administrative, billing, technical, or other contact on file, posted in the Services or EntranceIQ portal, delivered through in-product messaging, support-ticket communications, or other ordinary operational communication channels, and are effective when sent, posted, or made available, unless a later effective date is stated in the notice.
23. GOVERNING LAW; VENUE; INJUNCTIVE RELIEF
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Palm Beach County, Florida, and each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection to venue or inconvenient forum. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Either party may seek injunctive or equitable relief in any court of competent jurisdiction for actual or threatened misuse of intellectual property, breach of confidentiality, or violation of the Restrictions, without the requirement to post bond and without prejudice to any other rights or remedies available at law or in equity.
If the parties agree in writing to mediation as a condition precedent to litigation, it will be conducted in Palm Beach County, Florida within thirty (30) days of a written demand unless otherwise agreed. The mediation will be conducted by a mutually agreed mediator, and if the parties cannot agree on a mediator within ten (10) days, either party may request appointment of a mediator by the American Arbitration Association. Each party shall bear its own costs and expenses, and the parties shall share equally the mediator's fees.
24. GENERAL
24.1 Entire Agreement. This Agreement, together with all Community Success Plans and any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, negotiations, and discussions between the parties. Without limiting Section 2.2, Customer-supplied or Customer-required purchase orders, vendor setup forms, community approval documents, portal terms, procurement forms, onboarding questionnaires, or similar documents are for Customer’s administrative convenience only and do not form part of the parties’ agreement unless expressly incorporated by a separate writing signed by an authorized officer of EntranceIQ. No modification or amendment will be effective unless in writing and signed by authorized representatives of both parties.
24.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. If any provision cannot be so modified, it shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.
24.3 Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No waiver of any breach or default will constitute a waiver of any other breach or default, whether of the same or any other provision. The failure of either party to enforce any provision of this Agreement will not be construed as a waiver of such provision or the right to enforce it at a later time.
24.4 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates or will be deemed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur any obligation on behalf of the other.
24.5 Marketing Use of Media. Customer grants EntranceIQ and its affiliates a perpetual, worldwide, royalty-free license to use, reproduce, modify, distribute, and display any pictures, video, or other media of completed jobs or the subject Services for marketing, promotional, and educational purposes. Customer agrees not to assert any claims against EntranceIQ or seek compensation for such use. Customer represents and warrants that it has obtained all necessary consents and permissions from individuals depicted in the media to grant this license.
24.6 Counterparts; Electronic Signatures. Each Community Success Plan may be executed, accepted, and delivered electronically and in counterparts, and any separate execution of this MSA is optional and not required if Customer accepts the applicable Community Success Plan. Customer’s signature, electronic signature, click-through approval, portal approval, email approval, payment, access to the Services, or other acceptance of a Community Success Plan will have the same legal effect as an original handwritten signature on both the Community Success Plan and this MSA and will be admissible to prove Customer’s acceptance of the Community Success Plan and this MSA, without requiring a separate signature on this MSA.
