Platform Services Agreement

Platform Services Agreement

Draft version KM-PSA-2026-09-10-DRAFT-1 • Not effective until approved and accepted

1 Parties and scope

This agreement is between Key Managing LLC, subject to confirmation before release, doing business as Key Managing, and the business customer identified in the accepted service order. “Customer” includes the organization, not each resident whose records it manages. The signer represents that they have authority to bind that organization. The effective date is the recorded acceptance date of a released, approved version and its service order.

Key Managing supplies hosted property-management software and only the modules and connected services identified in the accepted order. The order must identify the selected package, unit count, storage, optional modules, price, payment timing and applicable document versions. A listing, estimate, saved order or owner-granted free account does not by itself authorize a charge or activate an external service.

2 Order of terms and changes

The accepted order controls the selected services and expressly accepted prices. The Data Processing Addendum controls processing of customer personal information. A service-specific schedule controls its subject; otherwise this agreement applies. A conflicting advertising statement does not silently change an accepted price or authorization. Mandatory legal rights remain in effect.

Accepted rates and package terms continue until a replacement order is affirmatively accepted. Key Managing will provide advance notice of material agreement changes and obtain renewed acceptance before applying them to an existing subscription. Security updates that do not reduce contractual protections may be made without changing the order. Neither party can alter an accepted document retrospectively.

3 Use of the service

During the authorized trial or paid period, Customer may let its authorized personnel use the purchased services for its own property-management operations. Customer must maintain accurate account information, assign appropriate roles and promptly remove access when a person leaves. Customer is responsible for lawful instructions and use by its authorized users; Key Managing remains responsible for its own obligations and failures.

Customer owns its uploaded records and, as between the parties, its inputs and resulting work product to the extent recognized by law. Customer permits Key Managing to host, process, transmit and back up that information only to perform the service, follow lawful instructions and meet the limited purposes in the privacy terms. Key Managing retains its software and trademarks. No sale of customer records or general-purpose AI model training is authorized by this license.

4 Service limits and customer decisions

The service supports administration; it does not replace legal, tax, accounting or housing compliance advice. Customer reviews amounts, bank details, payees, communications and AI output before relying on them. Key Managing does not promise that an AI answer is accurate or that a communication has been received merely because it was submitted.

Tenant rent collection, screening, filings, banking connections and telephone services require their own available provider connection and any separate authorization. Software cancellation does not cancel a lease or erase a debt. The service is not an emergency dispatch system. Customer must keep independent procedures for urgent property and resident safety issues.

Platform Service Responsibilities

Platform Services Agreement continued

5 Confidentiality and support

Each party will protect the other party’s nonpublic business, financial, property and personal information using reasonable care and limit access to people with a legitimate need who are bound to protect it. This obligation excludes information independently developed, lawfully received without restriction or already public without a breach. Legally compelled disclosure will be limited, with advance notice when permitted.

Support, billing, privacy and incident requests may be sent to info@keymanaging.com. Key Managing will acknowledge and investigate requests within a reasonable time. No 24-hour support coverage, uptime percentage or guaranteed recovery time is promised unless a separate written service level agreement provides it. Key Managing will give reasonable notice of planned maintenance likely to materially interrupt use.

6 Fees and payment problems

Customer owes the amounts authorized in the accepted order and schedules, plus applicable taxes disclosed before payment. Key Managing will provide itemized bills and correct verified duplicate or inaccurate charges. Report suspected errors promptly; no short reporting deadline in this agreement waives statutory dispute rights.

A failed payment may pause paid features after notice and a reasonable opportunity to correct it. Billing access and access to retained records will remain available to the extent safe and lawful. No late fee, automatic add-on, unapproved overage or increased rate is authorized by a general reference to provider costs. Payment details are supplied in the payment provider’s secure interface, never on this agreement.

7 Cancellation and termination

Customer may cancel renewal at any time through Settings → Billing & Subscription → Cancel service → Confirm cancellation, or send a verifiable request to support if access fails. Trial cancellation before the displayed deadline prevents the first subscription charge; trial access continues to its end. Paid cancellation stops future renewals, with access through the paid period. There is no cancellation fee or minimum paid term. Lawfully incurred, separately authorized usage remains payable.

Either party may terminate for a material breach not cured within 15 days after written notice. Key Managing may immediately restrict the affected activity when necessary to stop fraud, a serious security threat or unlawful conduct, and will explain the restriction promptly when lawful. Restrictions should be proportionate and lifted when the cause is resolved. If Key Managing ends service for convenience, it will give 30 days’ notice and refund prepaid fees for the unused period. Customer receives the same unused-period refund if it terminates for Key Managing’s uncured material breach. Other refunds are considered through support, subject to mandatory rights.

8 Responsibility for losses and disputes

Key Managing will provide the service with reasonable skill and care. Except for express commitments and nonwaivable warranties, it does not guarantee uninterrupted or error-free service. Neither party is liable for indirect or consequential lost profits. Each party’s aggregate liability under this agreement is capped at the greater of fees paid or payable for the preceding 12 months or $1,000. The cap and exclusion do not limit fraud, willful misconduct, gross negligence, amounts properly owed, or liability that law prohibits limiting.

New Jersey law governs, excluding conflict-of-law rules; disputes may be brought in competent state or federal courts in New Jersey, subject to mandatory jurisdiction and consumer protections. No arbitration or class-action waiver is imposed. Notices go to the business contacts in the order and info@keymanaging.com; Key Managing’s business mailing address must be supplied before release. Invalid provisions are limited only as necessary; remaining terms continue. Accrued payment, confidentiality, data-protection and dispute obligations survive as applicable.

Schedule A Packages and Optional Services

Part of the Platform Services Agreement • All prices in US dollars

Package inclusions

All packages include core property and tenant records, documents, company access controls and included AI Support. Professional adds Workflows & Approvals, Field Operations and Flip & Rehab. Enterprise also includes Portfolio & Integrations and Custom-Domain Branding. Flip & Rehab is unavailable on paid Starter; its trial availability does not add it to the paid Starter package.

Optional monthly modules, when not included: Workflows & Approvals $39; Field Operations $29; Portfolio & Integrations $29; Custom-Domain Branding $19. Only selected, accepted add-ons are billed; included modules are not charged twice. A provider-dependent capability requires its functioning connection even when a module is included.

Storage and banking

Optional storage: an additional 100 GB for $15 per month, 500 GB for $45, or 1 TB for $85. The catalog measures 1 GB as 1,024 cubed bytes and labels 1,000 GB as 1 TB. Reaching the allocation does not authorize automatic storage charges. New uploads may pause while Customer reduces usage or purchases capacity.

Included bank logins are shared across regular Banking and Section 8. One provider login can include multiple supported accounts. Tenant payment methods and manually recorded accounts do not count. Following banking activation, each separately purchased block of five additional connections costs $5 per month. No automatic bank-connection overage is authorized.

Monthly prices and unit calculation

Monthly base prices for new accepted orders are $75 Starter, $149 Professional and $349 Enterprise. Existing accepted orders retain their saved terms until a new order is accepted.

The first paid invoice uses the accepted order’s unit count. Later renewal invoices count distinct active units, including vacant units, at the monthly invoice cutoff. Archived units, people, roommates, contacts and leases do not create extra units. Residential and commercial units have the same rate. The additional-unit fee equals the greater of zero or active units minus included units, multiplied by the accepted unit rate. Changes after the cutoff affect the following renewal; there is no mid-month unit proration. The renewal calculation replaces the initial additional-unit amount and must not duplicate it.

The initial monthly subtotal is base price plus accepted additional units, storage and nonincluded modules. Taxes and separately authorized usage are additional. The customer-specific order must display its exact subtotal and applicable tax before payment authorization.

Schedule B Trial and Recurring Payment

Part of the Platform Services Agreement

The 14 day trial

The software subscription costs $0 for 14 days. A card, current agreements and explicit trial conversion consent are required. The trial starts when secure card setup is completed and the trial subscription is created. Saving an order does not start the trial. Checkout and the confirmation must show the exact end date, time, time zone, initial charge and renewal timing.

The entire trial includes 500 unit records, 10 GB storage, $10 total texting service, 200 AI responses shared by company users and tools, and Property Projects / Flip & Rehab. These allowances do not reset when a calendar month changes. Texting stops before its $10 allowance is exceeded; message parts and carrier charges count. No automatic trial texting or unit overage is authorized. AI pauses at the included limit. Optional AI Support may be purchased separately after confirmed payment. Other paid marketplace add-ons and extra storage remain locked during the trial, even if selected for the future paid package.

Paid package allowances and selected modules begin only after confirmed payment. A lower paid allowance may require reducing usage or choosing an eligible upgrade; it does not permit an unapproved charge. Trial-only Flip & Rehab access does not continue on paid Starter. Existing records remain subject to the retention and access provisions, rather than being erased merely because a feature becomes unavailable.

Automatic conversion and monthly renewal

Unless Customer cancels before the displayed trial deadline, it authorizes the exact initial monthly amount accepted in the order, plus disclosed taxes, when the trial ends. The subscription renews monthly until canceled. Subsequent unit adjustments follow Schedule A; other price or package changes require new acceptance.

Key Managing will send a confirmation with the accepted terms and cancellation link, and reminders seven and three days before trial expiry. Customer can cancel before the deadline without waiting for a reminder. A verifiable timely request to info@keymanaging.com is honored if the normal cancellation control is unavailable. An outage or processing delay will not defeat a timely request; a resulting erroneous subscription charge will be corrected.

Payment authorization and billing notices

Customer separately authorizes the selected payment method for the disclosed first subscription charge and recurring amounts under the accepted unit formula. Variable SMS/MMS requires the additional authorization in Schedule D. Renewal and usage invoices will be itemized and emailed at least 10 calendar days before automatic collection. If required notice has not been given, collection must be delayed. An immediately purchased optional service instead requires its own clearly disclosed authorization.

Customer may revoke future payment authorization through Billing or a verifiable support request before the disclosed charge deadline. Revocation does not erase lawful amounts already owed. Where consumer electronic-fund-transfer protections apply, Customer retains the right to give its bank a stop-payment instruction at least three business days before a scheduled transfer. A copy of any required debit authorization will be supplied. This card trial does not establish authorization for a later ACH debit; any later bank debit requires its own applicable mandate.

Conversion from owner granted free access

There is no additional trial. A separate paid activation order must show the amount charged when Customer confirms payment and its monthly renewal terms. Customer must personally accept and complete checkout. The owner’s prior free-access override is not the customer’s signature or payment authorization. Existing company records stay in the same workspace.

Schedules C and D AI and Communications

Part of the Platform Services Agreement

Schedule C AI Support and AI Phone Receptionist

Included AI assistance, drafting, translation and document reading share the package’s response allowance across all authorized users and tools. The included paid allowance resets by UTC calendar month; there is no automatic AI overage. A response is not a guarantee of correctness or successful completion of the requested task.

One optional recurring AI package may be selected at a time: $25 for up to 250 responses and $2.50 of metered provider processing; $50 for up to 1,000 responses and $10 of processing; or $100 for up to 3,000 responses and $30 of processing, per paid billing period. Processing allowance means actual metered provider cost, not an additional charge to Customer. AI pauses when either limit is reached. Long conversations and document reading can exhaust processing before the response count. Unused allowance expires at period end. The checkout must display both limits and the recurring charge before acceptance.

AI Phone Receptionist is separate. Its accepted monthly and usage charges are twice verified provider cost, with a separately accepted spending limit and active phone connection. Selecting a catalog label does not purchase or activate it. Ordinary phone services already charged or included may not be billed again as receptionist usage. Recording and transcription require separate selection and lawful notice or consent.

Schedule D Paid texting and ordinary calls

The package’s $5, $15 or $35 monthly credit is shared once per company across ordinary calls and SMS/MMS. Ordinary call costs consume it first; SMS/MMS uses the remainder. Unused credit expires at month end. Portal messages are not carrier texts. Trial texting follows its separate hard limit in Schedule B.

After paid communications activation and separate acceptance, Customer and its permitted users may continue texting after the credit is exhausted. There is no Key Managing message-count cap or default dollar cap. A displayed estimate or informational budget does not stop charges. Ordinary call overages retain their separately agreed budget. Registration, throughput, recipient consent, opt-outs, fraud controls and availability still apply.

The ordinary communications usage charge is the greater of zero or verified ordinary calling plus SMS/MMS provider cost minus the included credit, with no Key Managing usage markup. SMS is billed by provider-charged parts in both directions; long texts and emoji can use multiple parts. MMS and carrier fees count. Provider-billed failed deliveries may cost money. An internal retry or duplicate report is not a second charge. Current reference rates and applicable fees must be disclosed before acceptance; a changed fee schedule requires renewed acceptance.

Usage is billed monthly after reconciliation. Each invoice identifies the original service period, usage, costs, credit and amount due. Delayed charges must account for credit already used and cannot be charged twice. Automatic collection requires a separately authorized payment method and at least 10 calendar days’ emailed notice. Number rental, campaign registration, taxes and expressly selected recording, transcription or receptionist services require separate disclosures and authorization.

The separate texting consent is: “I authorize my company and its permitted users to incur SMS/MMS charges after the included text-and-call credit is used. I agree to monthly billing after use at verified provider cost, with no Key Managing message-count cap or default dollar cap for texting.” Stop future service through Billing or support; previously authorized usage, including documented delayed provider charges, remains payable. This authorization does not activate tenant rent collection or purchase other services.

Activity and privacy disclosure Key Managing processes account, company and necessary security and transaction records to operate and protect the service. Separately, each signed-in user can choose whether to share a limited history of the system sections they visit for product support and improvement. If they allow it, this optional history contains their verified account email, display name, company, section name and visit time. It is visible only to the Key Managing platform owner. It does not capture screen recordings, keystrokes, document contents, bank details, tenant records or activity on other websites. Signing this agreement does not turn on optional activity tracking or authorize it for other employees. Users can choose Keep off when asked, or use Activity & privacy choices in the workflow website footer and select Turn off & delete my usage history. This immediately stops new optional collection and deletes their optional history from the active database; the latest privacy choice is retained so it can be honored. Global Privacy Control and Do Not Track signals also prevent this optional collection. Reports exclude events older than 90 days; expired events are deleted when an activity or privacy request or owner report next runs. Necessary security, contract, billing and transaction records have their separate purposes and retention requirements. On the public client website, Key Managing keeps daily aggregate counts of main-page loads and advertising-link opens, grouped by publication or campaign. These counts contain no visitor name, account email, IP address, unique visitor identifier or browsing history. Repeat visits may count again; these are traffic estimates, not an exact count of people. Aggregate reporting covers 365 days, with older totals removed on the next counter or report request. Website traffic privacy in that website’s footer provides a pause choice stored in a simple preference cookie; Global Privacy Control and Do Not Track are also honored. Publication links identify the advertisement source, not the person visiting. Questions or privacy requests: info@keymanaging.com. Further details: https://workflow.keymanaging.com/privacy/activity and https://clients.keymanaging.com/privacy/traffic.

Owner-priced 12-month service agreements Where the company signs a personalized 12-month order, that order states its exact fixed monthly software price in USD, selected services, starting rule and recurring-payment authorization. The owner may prepare a different price for a new agreement; an unsigned draft or owner edit does not authorize a charge or change an existing accepted price. The 12-month price term starts with the first paid software billing period; a replacement order starts with the next monthly billing period expressly shown before acceptance. Monthly charges continue after those 12 months on a month-to-month basis at the last accepted price until canceled or replaced by another agreement accepted by the company. There is no automatic new 12-month commitment or undisclosed price increase. The 12-month price term does not impose a minimum of 12 payments. Unless a separately reviewed and explicitly accepted agreement provides otherwise, the existing right to cancel future renewals at the end of a paid month remains in effect without a cancellation fee. A new agreement must identify the agreement it replaces and preserve copies of earlier signatures. For a replacement, the recurring price changes on the same subscription without a second subscription or an immediate prorated software charge. Already incurred and separately authorized third-party or communication charges remain payable under their own terms. The payment processor must confirm recurring payment setup; signing alone is not proof of payment.