Terms of Service

1. Service License and Usage

1.1 License Grant

Subject to these Terms of Service and payment of applicable fees, iLease Management LLC grants you a non-exclusive, non-transferable license to access and use the iLeasePro software ("Service") during your subscription term. This license is limited to the usage parameters specified in your selected plan, including but not limited to user seats, lease portfolio size, and feature access.

1.2 License Restrictions and Customer Obligations

You may not, and may not permit others to:

• Reverse engineer, decompile, or attempt to extract source code from the Service
• Create derivative works based on the Service
• Use the Service beyond the scope of your subscription plan
• Share login credentials with unauthorized users or exceed user limits
• Use the Service for any illegal purpose or in violation of applicable regulations
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Attempt to gain unauthorized access to any portion of the Service
• Use the Service to compete with iLease Management LLC or develop competing products
• Remove, alter, or obscure any proprietary notices on the Service
• Use automated scripts or bots to access the Service without authorization

You are responsible for:

• Maintaining the security of your account credentials and promptly notifying us of any unauthorized access
• Ensuring all data you input is accurate, complete, and legally compliant
• Compliance with all applicable laws and regulations in your use of the Service
• Backup of your data independent of our Service
• Training your users on proper use of the Service and ensuring their compliance with these terms
• Monitoring your usage to ensure compliance with your plan limits
• Promptly reporting any suspected security incidents or unauthorized access

Violation of any restrictions or obligations may result in immediate termination of your access without refund and legal action for damages.

1.3 Service Availability

We strive to maintain reasonable service availability but do not guarantee uninterrupted access. The Service may be unavailable due to maintenance, updates, technical issues, force majeure events, or other circumstances beyond our control. We reserve the right to schedule maintenance at any time with reasonable notice when practicable. You acknowledge that internet-based services are inherently subject to interruptions and agree that we are not liable for any downtime or service interruptions.

2. Data Ownership and Privacy

2.1 Your Data Ownership

You retain ownership of all data, information, and content that you enter, upload, or create using the Service ("Customer Data"). We claim no ownership rights over your Customer Data, but you grant us the rights described in this section.

2.2 Data Processing and Usage Rights

We process your Customer Data to provide, maintain, and improve the Service. You grant us a worldwide, royalty-free license to:

• Store and secure your data in our cloud infrastructure
• Perform calculations and generate reports as requested
• Provide technical support when authorized by you
• Create anonymized and aggregated analytics to improve service performance and develop new features
• Use de-identified data for benchmarking, research, and industry analysis
• Share aggregated industry insights with other customers and the public (with no personally identifiable information)
• Create backup copies and redundant storage for business continuity

2.3 Data Security

We implement commercially reasonable security measures including encryption, access controls, and regular security assessments. However, no system is completely secure, and you acknowledge the inherent risks of internet-based services and assume responsibility for your data security decisions.

2.4 Data Export and Deletion

You may export your Customer Data at any time in available standard formats, subject to any technical limitations. Upon termination, we will provide a final data export upon request and will delete your Customer Data within 90 days, except as required for legal compliance, backup retention, or aggregated analytics purposes.

3. Payment Terms and Billing

3.1 Subscription Fees

Subscription fees are based on your selected plan and billing cycle (monthly or annual). All fees are due in advance and are non-refundable except as specifically stated in our Refund Policy or required by applicable law. Fees may be modified at any time with 30 days' notice.

3.2 Payment Methods and Terms

We accept major credit cards, ACH transfers, and for enterprise customers, invoicing arrangements. All payments are due within 15 days of invoice date. Payments are processed by third-party payment processors subject to their terms and conditions.

3.3 Late Payment and Collection

Late payments will incur a service charge of 1.5% per month (18% annually) or the maximum allowed by law, whichever is greater. You are responsible for all costs of collection, including reasonable attorney fees. We may suspend or terminate your service immediately for any payment that is 10 days overdue.

3.4 Tax Responsibility

You are responsible for all applicable taxes, duties, and governmental charges, except for taxes based on our income. We will add applicable sales tax to your invoice based on your billing location.

3.5 Credit Authorization

By providing payment information, you authorize us to charge your payment method for all fees as they become due, including automatic renewals unless you cancel in accordance with these terms.

4. Support Services

4.1 Standard Support

We provide email-based support during business hours (Monday-Friday, 9 AM - 5 PM EST) for all paid subscribers. Response times vary based on issue complexity and your plan level:

• Critical issues: 4-8 business hours
• Standard issues: 1-2 business days
• General questions: 2-3 business days

4.2 Implementation Support

For eligible plans, we provide initial setup assistance including data import guidance and basic training. Detailed implementation requirements will be specified in your plan documentation.

5. Intellectual Property

5.1 Our Intellectual Property

The Service, including all software, algorithms, user interfaces, and documentation, contains proprietary information owned by or licensed to iLease Management LLC. You acknowledge our intellectual property rights and agree not to infringe upon them.

5.2 Third-Party Components

The Service may include third-party software components subject to separate license terms. We will identify any third-party licenses that require your direct acceptance.

6. Termination

6.1 Termination by Customer

You may terminate your subscription at any time by providing 30 days' written notice to support@ileasepro.com. Termination will be effective at the end of your current billing period. No refunds will be provided for unused portions of prepaid subscriptions. Upon termination, you remain responsible for all outstanding fees and charges.

6.2 Termination by iLease

We may terminate your access immediately without notice for:

• Non-payment of fees after 10 days past due
• Any breach of these terms, including but not limited to unauthorized use or violation of license restrictions
• Illegal use, security violations, or any activity that may harm our systems or other customers
• Bankruptcy, insolvency proceedings, or assignment for benefit of creditors
• Suspected fraudulent activity or identity misrepresentation
• Excessive support requests that burden our resources
• Any conduct we determine, in our sole discretion, to be detrimental to our business or reputation

For operational reasons or non-material issues, we may provide 15 days' written notice before termination, but such notice is not required.

6.3 Effect of Termination

Upon termination, your access to the Service will cease immediately, and we will provide a final data export in standard format within 30 days if requested. You remain responsible for all fees incurred prior to termination, including any collection costs. All provisions of these terms that by their nature should survive termination shall survive, including payment obligations, intellectual property rights, disclaimers, and limitations of liability.

7. Warranties and Disclaimers

7.1 Limited Warranty

We warrant that the Service will perform substantially in accordance with its documentation under normal use. If the Service fails to meet this warranty, your exclusive remedy is for us to use commercially reasonable efforts to correct the issue.

7.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

8.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER THESE TERMS WILL NOT EXCEED THE LESSER OF (A) THE FEES YOU PAID TO US IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) $1,000.

8.2 Excluded Damages

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Additional Limitations

We shall not be liable for:

• Any third-party actions, content, or services
• Loss or corruption of data due to your actions or third-party services
• Service interruptions due to internet outages, power failures, or force majeure events
• Your failure to maintain adequate data backups
• Any damages arising from your violation of these terms
• Costs of procurement of substitute services

8.4 Exceptions

These limitations do not apply to:

• Our indemnification obligations for intellectual property infringement
• Gross negligence or willful misconduct by iLease Management LLC
• Damages that cannot be limited by applicable law

8.5 Time Limitation

Any claim must be brought within one (1) year after the cause of action arises, or it will be permanently barred.

9. Indemnification

9.1 Our Indemnification

We will defend and indemnify you against third-party claims that the unmodified Service infringes a valid U.S. patent, copyright, or trademark, provided you promptly notify us and allow us to control the defense.

9.2 Your Indemnification

You will defend and indemnify us against claims arising from:

• Your breach of these terms
• Your Customer Data or use of the Service
• Your violation of applicable laws or regulations
• Unauthorized use of the Service with your login credentials

10. General Provisions

10.1 Force Majeure

Neither party will be liable for delays or failures due to causes beyond their reasonable control, including natural disasters, acts of government, labor disputes, or internet outages.

10.2 Export Controls

The Service may be subject to U.S. export controls. You agree to comply with all applicable export laws and regulations.

10.3 Governing Law

These terms are governed by Massachusetts law, excluding conflict of law principles. Disputes will be resolved in the state or federal courts of Massachusetts, and both parties consent to jurisdiction there.

10.4 Assignment

You may not assign these terms without our written consent. We may assign these terms in connection with a merger, acquisition, or sale of assets.

10.5 Modifications

We may modify these terms at any time with 15 days' written notice posted on our website or sent to your registered email address. For material changes affecting pricing or core functionality, we will provide 30 days' notice. Continued use of the Service after the effective date constitutes acceptance of the modified terms. If you do not agree to the modifications, your sole remedy is to terminate your subscription.

10.6 Entire Agreement

These terms, together with your order form and our Privacy Policy, constitute the entire agreement between the parties. These terms supersede all prior agreements on this subject matter.

10.7 Severability

If any provision of these terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

Effective Date: September 17, 2025

Contact Information: For questions about these terms, please contact us at support@ileasepro.com