This Master Services Agreement (together with all Order Forms, the Acceptable Use Policy, the Data Processing Addendum, and any policies incorporated by reference, the "Agreement") is a binding contract between Lotly Software LLC, a Nevada limited liability company, which operates the MHPSales.ai website and service ("Company," "MHPSales," "we," "us," or "our"), and the mobile-home-park owner/operator or manufactured-home dealer that subscribes to the Service ("Customer," "you"). Company and Customer are each a "party" and together the "parties."
PLEASE READ CAREFULLY. This Agreement contains a binding individual arbitration requirement and a class-action waiver (Section 19) that affect your legal rights, allocates responsibility for telemarketing, do-not-call, call-recording, and fair-housing compliance to Customer (Sections 5 and 11), disclaims warranties (Section 10), and limits Company's liability (Section 12). By accepting this Agreement, you agree to all of these terms.
1. Acceptance; Authority; Electronic Contracting
1.1 How this Agreement is formed. This Agreement takes effect on the earliest of the date you (a) check the box or click the button marked "I have read and agree to the MHPSales.ai Master Services Agreement, which includes a binding arbitration agreement and class-action waiver," or a substantially similar acceptance control; (b) execute or electronically accept an Order Form that references this Agreement; or (c) access or use the Service (the "Effective Date"). Both click-through acceptance and a signed or electronically accepted Order Form independently bind the parties, and where both exist they operate together as a single agreement.
1.2 Authority to bind. By accepting this Agreement, the individual doing so represents and warrants that he or she is authorized to bind Customer, and Customer agrees to be bound. If you do not have that authority, or if Customer does not agree to these terms, you may not access or use the Service.
1.3 Electronic records and signatures. The parties consent to transact by electronic means. Electronic records and electronic signatures have the same legal effect as paper records and handwritten signatures under the federal Electronic Signatures in Global and National Commerce Act (ESIGN), 15 U.S.C. § 7001 et seq., and the applicable Uniform Electronic Transactions Act. Company may capture and retain a record of your acceptance (including timestamp, IP address, the version accepted, and the acceptance text) as evidence of this Agreement. You may retain a copy of this Agreement in printable and downloadable form.
1.4 Business-purpose acknowledgment. Customer represents and warrants that it is acquiring the Service solely for business or commercial purposes and not for personal, family, or household purposes, and that the individual accepting this Agreement is authorized to bind Customer.
2. Definitions
Capitalized terms have the meanings given below or where first defined in this Agreement.
- "AI Output" means any call, message, email, transcript, summary, recommendation, prioritization, score, or other content generated, delivered, or produced by the Service's AI features.
- "Applicable Law" means all federal, state, and local laws, statutes, regulations, rules, ordinances, and binding governmental orders applicable to a party's performance under or use of the Service, including the Telephone Consumer Protection Act, state telemarketing and "mini-TCPA" laws, federal and state wiretap and call-recording laws, the Fair Housing Act and state and local fair-housing laws, the Fair Credit Reporting Act, and applicable privacy laws.
- "Confidential Information" means non-public information disclosed by a party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including the Service's non-public features, pricing, and Documentation, and Customer's non-public business and Lead information. Confidential Information excludes information that is or becomes public without breach, was rightfully known before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party without duty of confidentiality.
- "Consumer" or "Lead" means an individual prospective buyer or renter that the Service contacts on Customer's behalf and at Customer's initiation and direction.
- "Customer Data" means all data, content, scripts, prompts, knowledge-base entries, listing and availability information, screening criteria, and other materials that Customer or its users provide, upload, configure, or make available through the Service, including Lead Data.
- "Documentation" means Company's then-current user guides, product descriptions, and operating documentation for the Service, as updated from time to time.
- "Lead Data" means personal information about a Lead that Customer submits to, or directs Company to contact or process through, the Service, including names, telephone numbers, messaging addresses, email addresses, call recordings, transcripts, and application information.
- "Order Form" means an ordering document (including an online order or subscription enrollment) that references this Agreement and specifies the homes enrolled, the applicable Fees, and other commercial terms.
- "PEWC" means "prior express written consent" as defined at 47 C.F.R. § 64.1200(f)(9).
- "Service" means the MHPSales.ai AI voice, text, and email agent, dashboard, and related features made available by Company, together with the Documentation.
- "Sub-processor" means a third party engaged by Company to process Lead Data or other personal information in connection with the Service.
- "Site" means the MHPSales.ai website and any related web application.
3. The Service; License; Changes
3.1 The Service. Subject to this Agreement, Company will make the Service available to Customer for the enrolled homes. The Service is an artificial-intelligence tool that operates only at Customer's initiation, authorization, and direction. As initiated, authorized, configured, and directed by Customer, and using the recipients, scripts, and settings Customer supplies, the Service contacts Customer's sales and rental Leads by voice call, text message, and email; ingests Leads from Customer's configured sources; records and transcribes calls; carries out the Customer-configured, Customer-authorized follow-up cadence; books showings; and forwards park or rental applications for screening. The Service is operated by Lotly Software LLC and is powered by Lotly's platform. Tenant/park applications initiated through the Service are processed and screened by Lotly's screening service under Lotly's own applicant terms and FCRA disclosures; MHPSales is not a consumer reporting agency and makes no tenancy or credit decisions.
Customer-Initiated Service. The Service is a technology tool that operates only at the Customer's initiation, authorization, and direction. Company does not select whom to contact and does not originate, place, or send any call, text message, or email to any person except as initiated, authorized, and directed by the Customer. The Customer chooses the recipients, provides and is solely responsible for all legally required consent, and initiates or approves the outreach; the Service then carries out that Customer-initiated, Customer-authorized outreach on the Customer's behalf and at the Customer's direction. Company does not independently decide to contact any individual and does not place calls of its own volition.
3.2 License. Company grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the term, to access and use the Service and Documentation solely for Customer's internal business purposes and in accordance with this Agreement, the Documentation, and Applicable Law.
3.3 Restrictions. Customer will not, and will not permit any third party to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to derive source code or underlying models, except as Applicable Law permits notwithstanding this restriction; (c) resell, sublicense, rent, or provide the Service to a third party except its own enrolled homes; (d) circumvent usage limits or security controls; or (e) use the Service other than as permitted by this Agreement and the Acceptable Use Policy.
3.4 Changes to the Service. Company may modify, enhance, or discontinue features of the Service from time to time. Company will not materially degrade the core functionality Customer has paid for during a paid term without providing a substantially equivalent alternative or a pro-rata refund of prepaid, unused Fees for the affected Service. Company may make changes required for security, legal compliance, or Sub-processor availability without prior notice.
4. Orders, Fees & Payment
4.1 Order Forms. Customer subscribes to the Service through an Order Form or the online subscription flow. The subscription covers Customer's enrolled homes and is billed as described in Section 4.2.
4.2 Fees, billing, and renewal. The following fee, billing, and renewal terms govern the Service:
The Service is offered as a single subscription: $799 per month, covering Customer's park operation with every enrolled home included. The subscription is billed monthly in advance from activation and auto-renews for successive monthly terms until cancelled. There is no setup fee and no long-term commitment. Customer may cancel anytime via the dashboard or Contact@lotly.ai, consistent with the negative-option and cancellation disclosures in Section 4.3; cancellation takes effect at the end of the then-current monthly period, and Customer retains access to the Service through the end of that period. Except as expressly stated in Section 3.4, Section 11.4, or Section 13.2, all Fees are non-refundable and no credits are provided. Customer pays all applicable taxes (excluding Company's income taxes). Overdue amounts accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is less. Company may suspend for non-payment after notice.
4.3 Negative-option and cancellation disclosures. Your subscription automatically renews for successive monthly terms at the then-current price stated on your Order Form until you cancel. The following negative-option protections apply, consistent with the Restore Online Shoppers' Confidence Act (ROSCA), 15 U.S.C. §§ 8401–8405, and, where applicable, the California Automatic Renewal Law, Cal. Bus. & Prof. Code §§ 17600–17606 (as amended):
- Pre-charge disclosure and affirmative consent. Before you are charged, we disclose the subscription price, the billing frequency, the automatic-renewal feature, and how to cancel, and each charge (including the first charge and each renewal charge) is conditioned on your affirmative consent to the recurring-charge terms at signup — not on mere use of the Service.
- Annual renewal reminder. For any subscription that continues for a year or more, we send an annual reminder, by the same medium you used to sign up, identifying the Service, the charge amount and billing frequency, and how to cancel.
- Easy, same-medium cancellation. You may cancel at any time through your account dashboard or by emailing Contact@lotly.ai; for subscriptions entered into online, you may cancel online through the same medium, by a promptly effective mechanism that does not require you to speak to a representative. Cancellation is at least as easy as sign-up.
Where the mandatory automatic-renewal, cancellation, or consumer-protection law of the jurisdiction in which Customer is located provides rights that cannot be waived by contract, those requirements control over any conflicting term of this Agreement solely to the extent required by that law.
4.4 Non-refundable Fees. Except as expressly stated in Section 3.4, Section 11.4, or Section 13.2, all Fees are non-refundable, and no partial-period refunds or credits are provided. Cancellation takes effect at the end of the then-current monthly period as described in Section 4.2.
4.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, excise, and similar taxes and duties, excluding taxes based on Company's net income.
4.6 Suspension for non-payment. If any undisputed amount is more than ten (10) days overdue, Company may, after providing notice, suspend the Service (in whole or as to specific homes) until payment is made, without limiting Company's other remedies. Suspension does not relieve Customer of its payment obligations.
5. Customer Obligations, Representations & Compliance
5.1 Acceptable Use Policy. Customer's use of the Service is subject to Company's Acceptable Use Policy ("AUP"), which is incorporated into this Agreement by reference. Customer will comply with, and ensure its personnel and agents comply with, the AUP.
5.2 Customer is the "seller." As between the parties, Customer is the "seller" within the meaning of 47 C.F.R. § 64.1200(f)(10) and the party on whose behalf all calls, texts, and emails are placed and recorded through the Service. Company acts solely as Customer's technology provider and does not determine whom to contact, the content of any solicitation, or whether consent exists. Customer controls the recipients, timing, and content of all communications.
Customer is solely responsible for consent. The Customer is solely responsible for obtaining, verifying, documenting, and maintaining all consents, authorizations, and permissions required by applicable law — including any prior express written consent required under the Telephone Consumer Protection Act (47 C.F.R. § 64.1200(f)(9)) and any consent required to record a communication — for every recipient the Customer selects and every communication the Customer initiates through the Service. Company does not obtain consent, does not verify or confirm consent, and does not determine whether consent exists. The Customer represents and warrants that, before it initiates or authorizes any outreach through the Service, it has obtained and holds all such consent for each recipient, and the Customer will not initiate outreach to any person for whom it lacks the required consent. As an operational compliance control, before Customer's account can place any outreach, the Service requires Customer to attest — through the automated-outreach consent control in the dashboard — that Customer holds all such consent for the people the Service will contact on its behalf, and records that attestation with a timestamp and the identity of the person who made it; the attestation remains in effect only while automated outreach is enabled and is revoked when it is turned off. Customer shall attest truthfully, shall not enable (and shall promptly disable) automated outreach for any audience for which it lacks the required consent, shall maintain its own records evidencing the consent attested to, and shall produce those records to Company upon request.
5.3 Consent representations and warranties (TCPA). Customer represents, warrants, and covenants that, for each telephone number, mobile number, or messaging address that Customer submits to or causes to be contacted through the Service, Customer has obtained and maintains all consents required by applicable law — including, where required, "prior express written consent" as defined in 47 C.F.R. § 64.1200(f)(9) — for the consumer to receive autodialed, artificial-voice, AI-generated-voice, prerecorded-voice, and/or text-message communications, including advertising and telemarketing communications, from or on behalf of Customer. Customer acknowledges that a consumer's submission of a marketplace inquiry or lead form does not, by itself, constitute such consent. Customer shall retain records evidencing consent for not less than five (5) years and shall produce them to Company promptly upon request.
5.4 Artificial/AI voice acknowledgment. Customer acknowledges that, at the Customer's initiation and direction, the Service places calls using an artificial or AI-generated voice, that such calls constitute "artificial or prerecorded voice" calls under 47 U.S.C. § 227(b) and the FCC's Declaratory Ruling FCC 24-17 (CG Docket No. 23-362, rel. Feb. 8, 2024), and that such calls therefore require the called party's prior express consent (and prior express written consent where the call constitutes telemarketing). Customer shall not represent to any consumer, and shall not configure the Service to represent, that such calls are exempt from the TCPA.
5.5 Opt-out and revocation. The Service is configured to recognize and process opt-out and revocation requests made by any reasonable means — including the words "stop," "quit," "end," "revoke," "opt out," "cancel," or "unsubscribe," whether by reply text, spoken statement during a call, or reply email — and to cease further calls and texts on the affected subject as soon as practicable and in no event later than ten (10) business days after the request, consistent with 47 C.F.R. § 64.1200(a)(10)-(11) and (d)(3). Customer shall not re-submit, re-import, or otherwise cause the Service to re-contact any consumer who has opted out or revoked consent, and Customer is solely responsible for propagating opt-outs to any other systems Customer operates.
5.6 Calling-time and DNC compliance. Customer is solely responsible for ensuring that all communications initiated through the Service occur only between 8:00 a.m. and 9:00 p.m. (or any stricter window required by applicable state law) in the local time zone of the called party, and that all contacted numbers have been scrubbed against the National Do-Not-Call Registry and every applicable state do-not-call registry, except where a documented exemption (prior express written consent or established business relationship) applies. Customer shall configure the Service's calling-window and scrubbing controls accordingly and represents that it has done so.
5.7 Internal do-not-call list. Customer shall maintain a written company-specific do-not-call policy and procedures meeting the minimum standards of 47 C.F.R. § 64.1200(d), including honoring internal do-not-call requests within ten (10) business days and identifying, on each communication, Customer's name and a telephone number or address at which Customer can be reached. Any suppression, identification, or record-keeping features Company provides are furnished as a convenience to assist Customer and do not transfer to Company any obligation of the "seller" under 47 C.F.R. § 64.1200(d).
5.8 Caller identification. The Service is configured to state, at the beginning of each artificial- or AI-voice message, the identity of the business on whose behalf the call is made, and to provide a callback telephone number and, for telemarketing messages, an automated opt-out mechanism, as required by 47 C.F.R. § 64.1200(b). Customer shall provide an accurate business name and a working customer-service telephone number that accepts do-not-call requests during regular business hours, shall not disable or alter these disclosures, and shall not cause the Service to block or transmit false or misleading caller-identification information in violation of 47 U.S.C. § 227(e) or 47 C.F.R. § 64.1601(e).
5.9 Text messaging. All consent, opt-out, calling-time, identification, and indemnity obligations in this Agreement apply equally to SMS and MMS messages, which the parties acknowledge are treated as "calls" under the TCPA. Customer shall maintain accurate A2P 10DLC brand and campaign registration with The Campaign Registry and comply with the CTIA Messaging Principles and Best Practices, including supporting STOP/UNSUBSCRIBE/CANCEL and HELP keyword handling. Customer warrants that consent for each messaged number was obtained directly by or for Customer and was not purchased, rented, or shared across unaffiliated brands in violation of applicable carrier or CTIA rules. Customer bears all risk of carrier filtering, blocking, or throttling.
5.10 State telemarketing laws. In addition to federal law, Customer shall comply with all applicable state telephone-solicitation and "mini-TCPA" statutes, including without limitation the Florida Telephone Solicitation Act (Fla. Stat. § 501.059) and the Oklahoma Telephone Solicitation Act of 2022 (Okla. Stat. tit. 15, §§ 775C.1-775C.6), and any state do-not-call registry, calling-window (including 8:00 a.m.-8:00 p.m. limits), call-frequency, consent, disclosure, and telemarketer registration or bonding requirements. Where state law is stricter than federal law for a given called party, Customer shall configure the Service to, and shall, comply with the stricter requirement.
5.11 Change in consent law. The parties acknowledge that the FCC's "one-to-one consent" rule was vacated in Insurance Marketing Coalition, Ltd. v. FCC (11th Cir. Jan. 24, 2025) and is not currently in effect. If any federal or state authority adopts a stricter consent, lead-sourcing, or opt-out standard applicable to communications initiated through the Service, Company may, on notice, condition continued use of the Service on Customer's compliance with that standard, and Customer's consent representations shall be deemed to incorporate the then-current legal requirement.
5.12 Call recording. Customer acknowledges that the Service records and transcribes calls. The Service plays a deterministic, scripted recording-and-AI-identity disclosure at the start of every recorded call leg — inbound and outbound — before any recording capture begins; this disclosure is a fixed, pre-scripted preamble that does not depend on the AI model's generated output and is logged per call. Customer shall not disable that disclosure and is solely responsible for obtaining any additional consent to recording required by the law of the called party's jurisdiction, including all-party-consent states. Customer represents and warrants that (a) it is the party on whose behalf all calls, texts, and emails are placed and recorded through the Service; (b) it is solely responsible for compliance with all telemarketing, do-not-call, and call-recording/wiretap/eavesdropping/two-party-consent laws applicable to its Leads, including the TCPA, 18 U.S.C. §§ 2510–2522, the California Invasion of Privacy Act (Cal. Penal Code §§ 630–638), and analogous state laws; (c) it will not submit any Lead it lacks a lawful basis to contact; and (d) it authorizes and directs Company to play the recording disclosure and to record and transcribe communications. Nothing in this Section limits Company's own operation of the recording-disclosure controls described in the Documentation.
5.13 Fair-housing content and uniform treatment. Customer is solely responsible for all listing data, scripts, prompts, knowledge-base entries, screening criteria, and other content it provides or approves ("Customer Content"), and represents and warrants that Customer Content and its use of the Service comply with the Fair Housing Act (42 U.S.C. § 3601 et seq.), including 42 U.S.C. § 3604(c), and all applicable state and local fair-housing laws, including source-of-income and other locally protected classes (e.g., Cal. Gov. Code § 12955). Customer shall not provide, approve, or instruct the agent to communicate any statement, question, or preference that indicates or implies a preference, limitation, or discrimination based on race, color, religion, sex, disability, familial status, national origin, or any class protected under applicable state or local law. The agent communicates unit availability, pricing, financing terms, pet and occupancy policies, and showing availability solely from data and rules Customer supplies, and applies them uniformly to all prospects; Customer shall not configure or instruct the Service to vary availability, terms, showing access, or follow-up based on any protected class or any proxy for a protected class.
5.14 Reasonable-accommodation routing; occupancy. Customer is responsible for compliance with 42 U.S.C. § 3604(f) and § 3617. Customer shall configure the Service to escalate to a human any request for a reasonable accommodation or modification, any assistance-animal or disability-related inquiry, and any request that the agent cannot handle without making a housing eligibility judgment; the agent shall not deny an accommodation request or apply a "no-pet," breed, or weight policy to an assistance-animal request. Customer shall supply only lawful, unit-specific occupancy standards and shall not configure the agent to communicate age-based, "adults-only," or child-restrictive occupancy limits except where Customer certifies in writing a valid Housing for Older Persons Act exemption.
5.15 Human oversight; no automated housing decisions. The Service is a decision-support and communication tool only. Customer shall not use the Service as the sole or automated basis for any housing decision. Before any denial, adverse action, availability determination, eligibility determination, or screening outcome is acted upon, a qualified human employee or agent of Customer shall independently review and make the decision. Customer is the decision-maker for all sales, leasing, screening, showing, and applicant matters, and Company is not a housing provider, broker, or decision-maker.
5.16 Automated-agent disclosure. Company configures the agent to identify itself as an automated system at the outset of each interaction and whenever a consumer asks, consistent with applicable AI-transparency laws, including Cal. Bus. & Prof. Code § 17941 and Utah Code § 13-2-12. Customer shall not configure, prompt, script, or instruct the agent to deny that it is automated, to claim to be a specific human, or to otherwise conceal its artificial identity, and shall not disable the agent's self-identification.
5.17 Accessibility. Customer is responsible for compliance with the Americans with Disabilities Act (including Title III, 42 U.S.C. § 12182, and the effective-communication requirements of 28 C.F.R. § 36.303) and analogous state accessibility laws in its use of the Service. Customer shall make an accessible alternative and reasonable accommodations available to prospects with disabilities and shall not disable the human-escalation or alternative-channel features. Company does not warrant that any single communication channel, standing alone, satisfies Customer's accessibility obligations.
5.18 Lawful data. Customer represents and warrants that it has all rights, permissions, and lawful bases necessary to provide Customer Data and Lead Data to the Service and to have the Service process it as contemplated, and that Customer Data does not infringe or violate any third party's intellectual-property, privacy, or other rights.
5.19 Insurance. Customer will maintain, during the term and for two (2) years after termination or expiration, commercial general liability insurance and errors-and-omissions/technology (or media-liability) insurance with per-claim limits of not less than one million U.S. dollars ($1,000,000), covering telemarketing and TCPA-related claims, privacy claims, advertising-injury claims, and fair-housing claims arising from Customer's use of the Service. Such coverage will name Company as an additional insured on a primary and non-contributory basis, and Customer will provide certificates of insurance evidencing this coverage upon Company's request. Customer's failure to maintain the required coverage is a material breach and a basis for suspension or termination for cause under Section 13.3. For the avoidance of doubt, this Section imposes an insurance obligation only on Customer; Company makes no insurance commitment of its own under this Agreement.
6. Consumer-Protection Allocation
The parties agree that Customer is the "seller," advertiser, housing provider, and decision-maker with respect to all communications, listings, showings, and applicant matters conducted through the Service, and that Company is a technology provider only. Company does not, and has no authority to, determine whom to contact, whether any required consent exists, the content of any solicitation, the availability or terms of any home, or any sales, leasing, screening, or eligibility outcome. This allocation is a material inducement to Company entering into this Agreement and is reflected in Customer's representations (Section 5), the indemnities (Section 11), and the limitation of liability (Section 12).
7. Data Protection
7.1 DPA incorporated. Company's Data Processing Addendum ("DPA") is incorporated into this Agreement by reference and governs the processing of personal information in connection with the Service.
7.2 Roles. With respect to Lead Data and applicant data that Company processes to provide the Service, the parties agree Customer is the "business," "controller," or equivalent, and Company is the "service provider," "contractor," or "processor," as those terms are defined under the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq., as amended) and every other applicable U.S. state privacy law. Company processes such data solely on Customer's documented instructions and for the limited and specified purpose of performing the Service. Company separately acts as a "business"/"controller" for personal information it collects about visitors to its Site, Customer personnel, and its own business operations, which is governed by Company's public Privacy Policy.
7.3 Consumer notices and consents. Customer is solely responsible for providing all legally required notices to, and obtaining all legally required consents (including sensitive-data and call-recording consents) from, the consumers whose information Customer directs Company to process.
8. Confidentiality
Each party (as Receiving Party) will protect the other's Confidential Information using at least reasonable care, will use it only to perform under this Agreement, and will not disclose it except to personnel and advisors bound by confidentiality obligations no less protective than these. A Receiving Party compelled by law to disclose will, where legally permitted, give prompt notice and reasonable cooperation to seek protective treatment. These obligations survive for three (3) years after termination, and indefinitely for trade secrets. Company's handling of Lead Data and other personal information is additionally governed by the DPA.
9. Intellectual Property
9.1 Company IP. Company and its licensors own all right, title, and interest in and to the Service, the underlying software, models, and technology, the Documentation, and all improvements and derivatives, including all intellectual-property rights therein. Except for the limited license in Section 3.2, no rights are granted to Customer by implication, estoppel, or otherwise.
9.2 Customer Data. As between the parties, Customer owns Customer Data. Customer grants Company a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data as necessary to provide, secure, maintain, and improve the Service and to comply with law.
9.3 Feedback. If Customer provides suggestions, ideas, or feedback about the Service, Company may use them without restriction or obligation, and Customer grants Company a perpetual, irrevocable, royalty-free license to exploit such feedback.
9.4 Aggregated and de-identified data. Company may generate and use aggregated and de-identified data derived from use of the Service (which does not identify Customer, any Lead, or any individual) for any lawful business purpose, including to develop, operate, and improve the Service. Company will not sell, license, or otherwise monetize Lead Data outside its provision of the Service to the applicable Customer.
10. Warranties; AI Disclaimer
10.1 Mutual authority warranty. Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, and that the individual accepting it is authorized to bind that party.
10.2 Warranty Disclaimer (including AI-specific).
AS-IS. The Service is provided "AS IS" and "AS AVAILABLE," with all faults, and Company disclaims all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement. AI output. The Service uses artificial-intelligence voice, text, transcription, and summarization. Company does not warrant that AI-generated calls, messages, transcripts, summaries, or outputs are accurate, complete, current, appropriate, or free of error, and such outputs may contain mistakes or "hallucinations." The Service is a productivity tool, not professional, legal, compliance, fair-housing, lending, or credit advice, and is not a substitute for the Customer's own judgment and human review. Customer is responsible for reviewing outputs before relying on them and for all decisions it makes (including any decision to sell, lease, approve, or deny). Company does not warrant any particular result, response time, lead conversion, or sales outcome.
11. Indemnification
11.1 Customer indemnity. Customer will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, action, investigation, or proceeding, and all resulting losses, damages, fines, penalties, judgments, settlements, and reasonable attorneys' fees (collectively, "Losses"), arising out of or relating to: (a) Customer Data, Customer Content, and any lead, contact, or telephone number Customer submits or directs Company to contact; (b) Customer's failure to obtain and maintain all consents, permissions, and rights (including any prior express or prior express written consent) required to place calls, send text messages or emails to, or record communications with, any recipient; (c) Customer's violation of the Telephone Consumer Protection Act (including statutory damages of $500 to $1,500 per call or text under 47 U.S.C. § 227(b)(3) and (c)(5)), the Telemarketing Sales Rule, any state telemarketing, do-not-call, or call-recording/consent law, or any wiretap or eavesdropping law (including 18 U.S.C. §§ 2510–2522 and the California Invasion of Privacy Act, Cal. Penal Code §§ 630–638); (d) Customer's violation of the Fair Housing Act or any fair-housing, ECOA, or FCRA requirement; (e) Customer's use of, or reliance on, any AI Output without independent human review, or any claim by a Lead or third party arising from the content of any communication the Service delivered as configured, directed, or approved by Customer, including AI Output; or (f) Customer's breach of this Agreement, the AUP, or the DPA, or Customer's violation of Applicable Law. Customer expressly assumes the risk of AI Output delivered to its Leads. For purposes of this Section, "Losses" includes statutory, actual, and punitive damages, civil penalties, and attorneys' fees and costs arising under the foregoing laws and any other applicable wiretapping, eavesdropping, two-party-consent, or call-recording law.
11.2 Company indemnity. Company will defend Customer against any third-party claim alleging that the Service, as provided by Company and used by Customer in accordance with this Agreement, infringes a United States patent, registered copyright, or registered trademark, or misappropriates a trade secret, and will indemnify Customer for damages finally awarded or agreed in settlement. This obligation does not apply to any claim arising from: (a) Customer Data, Customer Content, leads, or content; (b) combination or use of the Service with products, services, or data not provided by Company; (c) modification of the Service other than by Company; or (d) use after Company notifies Customer to discontinue.
11.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, grant the indemnifying party sole control of the defense and settlement (provided that no settlement imposing a non-indemnified obligation or admission on the indemnified party may be made without its consent), and reasonably cooperate at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense. Notwithstanding the foregoing, for any claim indemnifiable by Customer that names Company or a Company indemnitee as a party, or that involves a regulator, government investigation, or Company's reputation, Company may, at Customer's expense, assume or participate in the defense of that claim with counsel of its choosing, and Customer will remain responsible for the resulting Losses.
11.4 Company remedies. If the Service is or may become the subject of an infringement claim, Company may, at its option and expense, (i) procure the right for Customer to continue using the Service, (ii) modify or replace it to be non-infringing, or (iii) terminate the affected Service and refund any prepaid, unused Fees for it. Sections 11.2 through 11.4 state Customer's sole and exclusive remedy, and Company's entire liability, for any intellectual-property infringement.
12. Limitation of Liability
No indirect damages. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, however caused and under any theory, even if advised of the possibility. Cap. To the maximum extent permitted by law, Company's total cumulative liability arising out of or relating to the Service or these terms will not exceed the greatest of (i) the total fees Customer paid to Company for the Service in the twelve (12) months before the event giving rise to the liability, (ii) the total fees Customer paid to Company for the affected home under the applicable Order Form, or (iii) five hundred U.S. dollars ($500). Carve-outs. The cap and the exclusion of indirect damages above do not limit: (a) Customer's payment obligations; (b) Customer's indemnification obligations; (c) Customer's breach of the Acceptable Use Policy or of its consent, do-not-call, call-recording, consumer-protection, or fair-housing representations; (d) either party's breach of its confidentiality obligations; (e) either party's infringement or misappropriation of the other's intellectual property; or (f) any liability that cannot be limited under applicable law (including, under California law, liability for a party's own fraud or willful injury under Cal. Civ. Code § 1668). Company's own indemnification obligations remain subject to the cap and to the exclusion of indirect damages, except that Company's indemnity for third-party intellectual-property claims is capped at two times (2×) the amounts described in the cap rather than the base cap. Nothing limits a Consumer's non-waivable statutory rights.
13. Term, Termination & Suspension
13.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated, and thereafter until terminated as provided here. The subscription continues on the auto-renewing basis described in Section 4 until cancelled.
13.2 Termination for convenience. Customer may cancel the subscription as described in Section 4, effective at the end of the then-current monthly period. Company may terminate this Agreement or any Order Form for convenience on thirty (30) days' written notice, in which case Company will refund prepaid, unused Fees for the terminated Service on a pro-rata basis.
13.3 Termination for cause. Either party may terminate this Agreement or an affected Order Form if the other party materially breaches and fails to cure within thirty (30) days after written notice (or immediately, for a breach not capable of cure). Company may terminate or suspend immediately, in whole or in part, for: (a) Customer's breach of the AUP or of its consent, do-not-call, call-recording, or fair-housing representations; (b) non-payment as provided in Section 4.6; or (c) a good-faith determination that continued provision of the Service to Customer creates a material legal, regulatory, security, or reputational risk to Company or its Sub-processors.
13.4 Effect of termination. On termination or expiration, the license in Section 3.2 ends and Customer will cease using the affected Service. Except as expressly provided in this Agreement, termination does not entitle Customer to any refund, and all fees already paid are non-refundable as provided in Section 4. Company will handle return or deletion of Lead Data as provided in the DPA.
13.5 Survival. Sections 2, 4 (as to accrued amounts), 5 (representations and warranties, to the extent necessary to enforce the indemnities and accrued rights), 6, 8, 9, 10.2, 11, 12, 13.4, 13.5, 14, 17, 18, 19, and 20, and any other provision that by its nature should survive, survive termination or expiration.
14. FCRA / Screening Posture
MHPSales is not a consumer reporting agency, does not furnish consumer reports, and does not make tenancy, credit, or eligibility decisions. Applications initiated through the Service are processed and screened by Lotly's screening service under Lotly's own applicant terms, FCRA disclosures, and authorizations; the Customer (property owner/manager) is the end user of any consumer report and is solely responsible for adverse-action notices under 15 U.S.C. § 1681m. Customer's rights and obligations with respect to consumer reports and screening are governed by Lotly's applicant terms and the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), and are cross-referenced, not duplicated, here. Company is not a bank, lender, "financial institution" under the Gramm-Leach-Bliley Act, or a "consumer reporting agency" under the FCRA. To the extent any information Company processes is "nonpublic personal information" governed by the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801–6809), Company maintains an information-security program consistent with the standards of the FTC Safeguards Rule, 16 C.F.R. Part 314.
15. Publicity
Company may identify Customer as a customer and use Customer's name and logo in Company's customer lists, website, and marketing materials, consistent with any Customer brand guidelines provided to Company. Company will cease such use within a reasonable time after Customer's written request. Any published quotation or testimonial attributed to Customer will be used only with Customer's prior approval and will reflect Customer's actual, current experience. Nothing in this Agreement restricts Customer's right to make truthful reviews or statements about the Service.
16. Force Majeure
Except for payment obligations, neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action or order, labor disputes, and failures or outages of the internet, telecommunications or mobile carriers, electrical utilities, cloud-hosting infrastructure, or any third-party provider (including telephony/AI voice, hosting, payment-processing, and consumer-reporting/screening vendors). The affected party will use reasonable efforts to resume performance. If a force-majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Service on written notice.
17. Assignment
Customer may not assign or transfer this Agreement or any rights or obligations under it, by operation of law or otherwise, including in connection with a change of control, without Company's prior written consent. Company may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.
18. Notices; Contact
Legal notices to Company must be sent to Contact@lotly.ai and to Lotly Software LLC, 5754 Lonetree Blvd, Rocklin, CA 95765, and are effective on receipt. Company's notices to Customer — including suspension, breach and cure, AUP-violation, price-change, renewal-reminder, and arbitration opt-out notices — are effective when sent to the administrative or billing contact associated with Customer's account or posted through the Service, and are deemed received on the next business day, without any "confirmed delivery" precondition. Operational and billing communications may be delivered through the Service or by email to Customer's account contacts.
19. Governing Law; Arbitration & Class-Action Waiver
19.1 Governing Law & Venue.
Governing Law. This Agreement and any dispute arising out of or relating to it or the Service are governed by the laws of the State of California, without regard to its conflict-of-laws rules, and, as applicable, by the Federal Arbitration Act and other applicable federal law. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Venue. Subject to the Arbitration section below, any claim that proceeds in court shall be brought exclusively in the state or federal courts located in Placer County, California, and each party consents to personal jurisdiction and venue there.
19.2 Binding Arbitration & Class-Action Waiver.
PLEASE READ — THIS AFFECTS YOUR LEGAL RIGHTS. This section requires binding individual arbitration and waives class actions and jury trials — but only for people and entities that agree to it. If you were merely contacted by the Service and have not separately agreed to these terms, this section does not apply to you. (a) Who is bound. This Arbitration section applies only between Company and any person or entity that has affirmatively agreed to these terms by creating an account, subscribing to the Service, signing or clicking to accept an Order Form or these terms, or otherwise manifesting assent (each, a "Consenting Party"). It does not apply to, and Company does not assert arbitration or any class-action waiver against, any individual whom the Service merely calls, texts, or emails (a "Lead") who has not separately and affirmatively agreed to it. Company does not contend that receiving a communication from the Service, by itself, forms any agreement to arbitrate. (b) Scope / Delegation. For a Consenting Party, any dispute, claim, or controversy arising out of or relating to the Service, these terms, or the relationship between the Consenting Party and Company (including its breach, termination, or enforceability) will be resolved by final and binding individual arbitration, except as stated in (d), (e), and (f). Questions about the interpretation, scope, or enforceability of this Arbitration section are for the arbitrator; whether any agreement to arbitrate was formed is for a court. (c) Rules / Administrator / Fairness. Arbitration is administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (for individuals) or Commercial Arbitration Rules (for entities), as modified here, and is governed by the Federal Arbitration Act. To ensure the process is fair and not a barrier to relief: (i) Company pays all AAA administrative and arbitrator fees for any individual (Consumer) claimant; (ii) each party is entitled to reasonable, bilateral discovery; (iii) the arbitrator is selected through AAA's neutral process; (iv) either party may elect the AAA optional appellate rules; (v) the arbitrator may award any individual remedy a court could, including any statutory fee-shifting or damages available to a prevailing party; and (vi) for a Consumer, hearings may be held remotely or in the Consumer's home county at the Consumer's election. (d) Public-injunction carve-out (McGill). Nothing in this section waives any party's right to seek public injunctive relief in a court of competent jurisdiction. A claim for public injunctive relief is not subject to arbitration or the class-action waiver, may be brought in court, and its assertion does not invalidate the remainder of this section. (e) Small-claims / IP carve-out. Either party may bring a qualifying individual claim in small-claims court, and either party may seek injunctive or equitable relief in court to protect intellectual property or Confidential Information. (f) Class / Collective / Representative Waiver. To the fullest extent permitted by law, a Consenting Party and Company agree to bring claims only in an individual capacity and not as a plaintiff or member of any class, collective, consolidated, or private-attorney-general proceeding, and the arbitrator may award relief only in favor of, and to the extent necessary to resolve, the individual party's claim. This waiver does not apply to any claim or remedy that applicable law does not permit to be waived. (g) Statutory-rights preservation. Nothing in this section shortens any limitations period, caps or excludes any damages, or waives any remedy that applicable law does not permit to be shortened, capped, or waived, including non-waivable rights and remedies under the Telephone Consumer Protection Act, state call-recording or privacy laws, or the Fair Credit Reporting Act. Where any provision of these terms would do so as to such a claim by a Consumer, it does not apply to that claim. (h) Mass arbitration. If 25 or more similar demands are filed by or with the assistance of the same or coordinated counsel, the demands will be administered under the AAA Mass Arbitration Supplementary Rules then in effect (or, if administered by JAMS, the JAMS Mass Arbitration Procedures then in effect), which preserve each claimant's right to an individual determination by a neutral arbitrator, to reasonable discovery, to input in arbitrator selection, and to appeal, and no determination in any claim binds any claimant who did not participate in it. (i) Blow-up / Severability. If the Class-Action Waiver in (f) is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and may proceed in the courts of Placer County, California, while all other claims proceed in arbitration; the remainder of this section stays in effect. If any other part of this section is unenforceable, it is severed and the rest stays in force. (j) 30-Day Opt-Out. A Consenting Party may opt out of this Arbitration section by emailing Contact@lotly.ai within 30 days of first agreeing to these terms, stating the name and email associated with the account and a clear statement of opt-out. No account number is required. Opting out does not affect any other part of the agreement. (k) Jury-Trial Waiver. To the extent any claim by a Consenting Party proceeds in court, each Consenting Party and Company waive any right to a jury trial. (l) Limitations. A Consenting Party's claim must be filed within one (1) year after it arises, to the extent permitted by law (and this does not shorten any period that cannot be shortened by agreement or any non-waivable statutory period). This one-year limit does not apply to Company's claims for unpaid Fees, indemnification, or breach of confidentiality or the intellectual-property or use restrictions; and a claim for indemnification accrues no earlier than the date the underlying third-party claim is asserted against the indemnified party.
20. Miscellaneous
20.1 Order of precedence. In the event of conflict, the following order of precedence controls: (1) the Order Form; (2) this Master Services Agreement; (3) the Acceptable Use Policy; (4) the Data Processing Addendum; and (5) any other policies incorporated by reference.
20.2 Entire agreement. This Agreement, including any Order Form, the AUP, and the DPA, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, and representations, written or oral. Customer has not relied on any statement, demonstration, or representation not expressly set forth in this Agreement, including any statement about the performance, accuracy, or results of the AI features.
20.3 Amendment; changes to this Agreement. For negotiated Order Forms, no modification is effective unless in a writing signed by authorized representatives of both parties. For click-through acceptance, Company may modify this Agreement from time to time; for any material change, Company will provide at least thirty (30) days' advance notice by email to Customer's administrative contact and by a conspicuous in-Service notice, and the change will take effect on the stated effective date. Customer's continued use of the Service after the effective date constitutes acceptance; if Customer does not agree, Customer's sole remedy is to stop using and terminate the Service before the effective date. No modification to Section 19 (Arbitration) will apply retroactively to a dispute of which Company had notice, and Company will provide a renewed opportunity to opt out of any material change to that Section.
20.4 Severability. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed, and the remainder of this Agreement will remain in full force and effect.
20.5 No waiver. No failure or delay in exercising any right operates as a waiver, and no waiver is effective unless in writing.
20.6 Independent contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship, and neither party may bind the other.
20.7 Headings. Headings are for convenience only and do not affect interpretation.
Contact. Questions about this Agreement may be directed to:
Lotly Software LLC 5754 Lonetree Blvd, Rocklin, CA 95765 Contact@lotly.ai
The Service is operated by Lotly Software LLC and is powered by Lotly. MHPSales is not a consumer reporting agency and makes no tenancy or credit decisions.