Subscription Agreement

This Subscription Agreement is between Innovations App Lab LLC, a Texas limited liability company ("Provider", "we"), and the business identified on an Order ("Customer", "you").

It takes effect when you accept it electronically, sign an Order that references it, or first use the paid Service — whichever happens first.

Where this agreement and the Terms of Use both apply, this agreement controls for Customer and its Authorized Users.

• Service — the LotHook hosted software, as made available to you.
• Order — a quote, order form or written confirmation identifying the properties, seats, tier, price and start date.
• Authorized User — an individual you permit to use the Service under your account: your employees, contractors, drivers and property staff.
• Resident — an occupant of a property you service who holds a resident account.
• Customer Data — data entered into or generated in your account, including properties, units, residents, permits, plate check records, tow records and their photographs.
• Provider Data — the Service itself, its software and documentation, and aggregated statistics derived as described in section 12.
• Documentation — the guidance we publish for using the Service.

A subscription to use the Service for the properties and seats on your Order, for the Term. This is access to hosted software; no copy of the software is delivered to you and none is sold to you.

You may permit Authorized Users to use the Service. You are responsible for what they do in it, as though you had done it yourself.

Residents of properties you service hold their own accounts, accept the Terms of Use directly, and are not your Authorized Users. You control whether a property allows resident enrolment, whether residents may issue their own permits, and what the limits are.

You will make sure your Authorized Users are told about the Acceptable Use Policy, and in particular about the rule on plate checks. That rule is the one most likely to be broken and the one most likely to cost you a licence.

We grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the Term for your own internal business purposes, subject to this agreement.

You may not: resell, sublicense, rent or provide the Service as a service bureau to anyone who is not your customer for a property you service; copy, modify, translate or create derivative works of the Service; reverse engineer or attempt to derive source code, except where that restriction is unenforceable by law; remove proprietary notices; use the Service to build a competing product; scrape it or automate against it outside an API we provide you in writing; or exceed the properties or seats on your Order.

You will keep credentials confidential, will not share logins between people, and will tell us promptly if you believe an account has been compromised. You are responsible for activity under your accounts other than activity caused by our own failure.

Fees, included property counts and per-property charges are as stated on your Order or as published on our pricing page when you subscribe. Unless your Order says otherwise, fees are billed monthly in advance, in US dollars.

Founding-customer pricing. Where we have offered founding-customer pricing and you subscribe on or before 1 June 2027, we will honour that rate for as long as your subscription remains continuously active, and the price changes in section 9 will not apply to it. After 1 June 2027 the founding rate is no longer offered to new customers; customers already on it are not moved off it. If your subscription lapses, is cancelled or is terminated, the founding rate ends with it, and any new subscription is at our then-current price.

Invoices are payable within 15 days of the invoice date unless your Order says otherwise. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum the law allows.

Fees already paid are non-refundable except where this agreement says otherwise or the law requires a refund.

If you dispute an invoice in good faith, tell us within 15 days of receiving it and pay the undisputed part; we will not suspend you over a good-faith dispute you have raised in time.

Subject to the founding-customer paragraph, we may change prices on 30 days' written notice, effective at your next renewal. If you do not accept a change you may cancel before it takes effect and owe nothing beyond the current period.

Fees exclude sales, use and similar taxes. You are responsible for those, except for taxes on our net income. If you are exempt, send us a valid certificate before invoicing.

Term. The initial term is on your Order, or one month if your Order does not say.

Termination for cause. Either party may terminate if the other materially breaches and does not cure within 30 days of written notice, or immediately if the other becomes insolvent.

Termination for convenience. You may terminate at the end of any period under the notice above. We may terminate for convenience on 60 days' notice, and if we do we will refund any prepaid fees for the period after termination.

No early termination fee. If you terminate an annual subscription early for convenience, you owe the remainder of that term; you do not owe a separate penalty on top of it.

We may suspend access, in whole or in part, if: fees are more than 15 days overdue and we have given you notice; use of the Service threatens its security or integrity or another customer's data; we reasonably believe the Acceptable Use Policy is being seriously breached; or the law requires it.

We will give notice before suspending where we reasonably can, and we will restore access promptly once the cause is resolved. Suspension does not delete Customer Data and does not stop the clock on your Term.

Customer Data is yours. We claim no ownership of it. You grant us only the rights needed to host, process, transmit, back up and display it in order to provide the Service, to support you, and to meet our legal obligations.

You are responsible for the accuracy and lawfulness of Customer Data and for having the right to put it into the Service — including the right to enter a resident's details.

Export. You may export your units and your permits to CSV at any time while your subscription is active, from the property screen. Plate check records and tow records are not yet exportable by you — ask us and we will produce them in a machine-readable format within 30 days, at no charge for a reasonable request. We would rather write that sentence than imply a button that is not there. On termination we will keep Customer Data for 30 days so you can export it, then delete it. If you want it deleted sooner, ask.

Aggregated statistics. We may compute aggregate, de-identified statistics about how the Service is used — volumes, error rates, feature usage — for operating and improving it. These will never identify you, a resident, a vehicle or a property, and we will not sell them.

We do not use Customer Data to train machine learning models.

Our Privacy Policy describes how we handle personal information.

For personal data in Customer Data, you are the controller and we are the processor. The Data Processing Addendum sets out our obligations in that role, including the sub-processors we use, our security commitments, breach notification, and how we help you answer a resident's request. The DPA is incorporated into this agreement.

We will maintain reasonable and appropriate administrative, technical and physical safeguards, described in the DPA. Authorization between accounts is enforced in the database rather than in application code, and that separation is covered by automated tests.

We work to keep the Service continuously available and may take it down for maintenance, with advance notice where we reasonably can.

There is no uptime service level in this agreement unless your Order states one in writing. We would rather tell you that than publish a number we cannot yet measure.

Support is by email during normal business hours, Central Time.

Each party will protect the other's non-public information disclosed under this agreement with at least reasonable care, use it only for this agreement, and disclose it only to people who need it and are bound to keep it confidential. This does not cover information that is public through no fault of the recipient, was already known, is independently developed, or is lawfully received from a third party. A party compelled by law to disclose may do so, after giving notice where it lawfully can.

Customer Data is your confidential information. The Service, its pricing and its non-public documentation are ours.

The Service and everything in it other than Customer Data is ours and stays ours. This agreement grants a licence and transfers nothing.

Feedback. If you give us suggestions, we may use them freely and without obligation.

The Acceptable Use Policy is part of this agreement. A serious breach of it is a material breach of this agreement.

The Service depends on third-party infrastructure named in the Privacy Policy. We select them with care and contract with them, and we are responsible for their performance of the parts of the Service we use them for. We are not responsible for a service you connect to the Service yourself.

Each party warrants it has the authority to enter this agreement.

We warrant that the Service will perform materially as described in the Documentation during the Term. If it does not, tell us; we will use reasonable efforts to fix it, and if we cannot within a reasonable time you may terminate and receive a pro-rata refund of prepaid fees for the unusable period. That is your exclusive remedy for breach of this warranty.

You warrant that you hold the licences and authorisations required for your towing or property management business, that you will comply with all laws applying to it — including Chapter 2308 of the Texas Occupations Code where it applies to you — and that you have the right to enter into the Service the data you enter.

By us. We will defend you against a third-party claim that the Service infringes a US patent, copyright or trade secret, and pay damages finally awarded or agreed in settlement. If the Service becomes subject to such a claim we may procure the right to continue using it, modify it, or terminate and refund prepaid fees for the unused period. We are not liable for a claim arising from Customer Data, from your use of the Service in breach of this agreement, or from combining the Service with something we did not supply.

By you. You will defend us against third-party claims arising from Customer Data, from your breach of this agreement or the Acceptable Use Policy, from any tow or enforcement decision made by you or your Authorized Users, and from your failure to hold a required licence — and pay damages finally awarded or agreed in settlement.

Both ways, the indemnified party must give prompt notice, let the indemnifying party control the defence, and cooperate reasonably. No settlement that admits liability or imposes an obligation on the indemnified party without its consent.

Each party will maintain insurance appropriate to its business. If your Order requires specific coverage or limits, those apply.

Neither party is liable for a delay or failure caused by something outside its reasonable control, including natural disaster, war, civil unrest, labour action, government action, or the failure of a utility or an upstream provider. This does not excuse payment for Service already provided.

This agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Harris County, Texas, and both parties consent to the personal jurisdiction of those courts.

There is no mandatory arbitration and no class-action waiver in this agreement. If we ever add one it will be a material change under section 30.

Notices to you go to the email address on your account and to any billing contact on your Order. Notices to us go to Matthew.Maldonado@innovationsapplab.com, and to our postal address on request. Email notice is effective when sent, absent a bounce.

Neither party may assign this agreement without the other's written consent, except to a successor to substantially all of its business or assets, on notice.

If a provision is held unenforceable, it is limited to the minimum extent necessary and the rest stands. A failure to enforce is not a waiver. Nothing here creates a partnership, agency or employment relationship. There are no third-party beneficiaries.

This agreement, together with your Order, the Terms of Use, the Acceptable Use Policy, the Privacy Policy and the Data Processing Addendum, is the entire agreement between us and supersedes prior discussions, proposals and representations on this subject. A purchase order's preprinted terms have no effect.

We may update this agreement. For a material change we will give at least 30 days' notice by email and will ask an administrator to accept the new version when they next sign in. If you do not accept a material change you may terminate before it takes effect and receive a pro-rata refund of prepaid fees.

Non-material changes take effect when published.

The parties intend to contract electronically. This agreement and any Order may be accepted by clicking, ticking a box, or signing electronically, and such acceptance has the same effect as a handwritten signature under the Uniform Electronic Transactions Act, Tex. Bus. & Com. Code ch. 322, and the federal E-SIGN Act, 15 U.S.C. §7001.

We record each acceptance with the accepting user, the time, the version of each document accepted, a cryptographic hash of that exact text, and the originating network address. That record is the evidence of what you agreed to and when. Any Order may be signed in counterparts, each an original.