PLEASE READ THESE SERVICES AND PROGRAMS TERMS AND CONDITIONS CAREFULLY. By selecting a service plan and subscribing to our services, whether Baseline Konnection, Front Porch Solo, Housing Stability, Resident Success™, Resident Success™ Plus, Portfolio Success, Global Resident Success, Key to Your City®, or other housing navigation program packages (collectively, “Services”), you (“Customer,” “You”) agree to the following Services and Programs Terms and Conditions (“Terms” or “Agreement”), as established by B-Konnected, LLC (“Service Provider”, “B-Konnected”, “Us”, or “We”), a Colorado-based limited liability company. You and B-Konnected may sometimes be referred to collectively as “Parties” or individually, a “Party”. These Terms constitute a legally binding agreement between you and B-Konnected governing your use of the Services. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

These Terms incorporate by reference our Website Terms and Conditions and our Privacy Policy. Please read all three of these agreements carefully before continuing to use Our Services. By agreeing to these Terms, you acknowledge and consent to this binding Agreement.

1. Services and Scope

Tier Services. B-Konnected agrees to provide Customer the Services selected in Customer’s chosen Tier. Together with any A la Carte or Custom Services, these shall be the “Services”. In the event that any Tiers ever change to remove or add services, B-Konnected will provide You at least thirty (30) days’ notice of any change and the ability to modify your Tier as a result of those changes.

A la Carte and Custom Services. For any Services which are not contained within the selected Tier, B-Konnected agrees to provide specified services according to the Customer’s requested work in accordance with a statements of work (“SOW” or “Statements of Work”) between Customer and B-Konnected. B-Konnected reserves the right to refuse any requested work under this section for any reason.

B-Konnected Responsibilities. B-Konnected will conduct all Services professionally and, if applicable, as outlined in each SOW.

Scope. Service Provider will designate representatives to communicate with You during the Services, aiming to respond to your communications within three (3) business days. Service timelines may vary due to notice periods for extended unavailability; We will make best efforts to notify all Customers with active Services when Your designated representatives at B-Konnected will be unavailable for extended periods. You understand that B-Konnected is a small business and that work-life balance for its employees and staff is as important to Us as providing the Services. B-Konnected may provide you with Deliverables as part of Your Services. Deliverables may include reports, products, action items, and other results of Your Services which You are entitled to keep after the Services. Unless otherwise stated in Your SOW, the Deliverables remain the intellectual property of B-Konnected after provided to You; You are entitled to use the Deliverables for the purposes either expressly stated in Your SOW or inherent in Your requested Services. The Deliverables are confidential and specific to each Customer. You agree not to sell the Deliverables, publish the Deliverables (except as permitted in Your SOW), use the Deliverables to compete with B-Konnected, or reverse engineer the Deliverables for any of the above purposes.

2. Customer Responsibilities and Representations

Each Customer agrees and represents to B-Konnected that You have the legal capacity to agree to and understand these Terms. B-Konnected does not provide Services to individuals under the age of eighteen or to individuals with properties outside of the United States. If you do not have the legal capacity to agree to or understand these Terms, please reach out to brittany@b-konnected.org prior to using the Services to ask about next steps.

As the Customer, you affirm that:

Authorization: The commission of the services described in this Agreement does not require the consent or approval of any other person, regulatory authority, or governing body; and does not conflict with, result in a violation of, or constitute a default under (i) any provision of its articles of organization or operating agreement, (ii) any law, government regulation, court decree, or order applicable to Customer; or (iii) any third-party contract or agreement.

No Conflict: Customer is currently not prohibited by any agreement with another entity with regard to the commission of the work described in the Agreement.

Litigation and Claims: To the best of the Customer’s knowledge, no litigation, claim, investigation, administrative proceeding, or similar action (including those for unpaid taxes) against Customer is pending or threatened, and no other event has occurred which may materially adversely affect Customer’s ability to perform its obligation hereunder.

Financial Condition: Customer has not (1) made a general assignment for the benefit of creditors, (2) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by B-Konnected’s creditors, (3) suffered the appointment of a receiver to take possession of all, or substantially all, of the B-Konnected’s assets, (4) suffered the attachment or other judicial seizure of all, or substantially all, of B-Konnected’s assets, (5) admitted in writing its inability to pay its debts as they come due, or (6) made an offer of settlement, extension or composition to its creditors generally.

As the Customer, You agree to:

• Designate an authorized representative to B-Konnected to coordinate communication and facilitate the agreed Services and to update B-Konnected when this representative or their information changes;
• Cooperate with B-Konnected, providing access to personnel and resources as needed to complete the Services;
• Respond to communications within three (3) business days to prevent delays in service, and/or to notify B-Konnected if circumstances will arise that will prevent communication within three (3) business days, such as vacations, projects, or illness of an authorized representative;
• Keep B-Konnected apprised of any activity undertaken by You, your employees, your agents, or your contractors which may be considered to have a negative impact on this Agreement or which requires an additional Attachment for Services;
• Use the Services only for legal and authorized purposes and in compliance with all of the laws of the state in which Your property is located; and
• Treat B-Konnected and all of its representatives and agents professionally, in a non-discriminatory manner, and with all professional courtesies.

Failure to abide by these responsibilities may be considered a material breach of this Agreement. If You violate any of these Terms, Service Provider has the right to terminate or refuse any and all current or future Services (or any portion thereof).

3. Fees, Payment Terms, and Taxes

Onboarding/Upgrade Fees. All onboarding and upgrade fees are due immediately upon selection of a Tier. Onboarding or upgrading Services shall not begin until the fee is received. If an onboarding or upgrading fee is not paid in full within seven (7) days of selection of a Tier, unless prior arrangements have been made, B-Konnected shall have the right to deem this Agreement null and void.

Tier Payments. Subscription to a Tier shall require automatic monthly or annual payments of the subscription price. From time to time and on a case by case basis, B-Konnected may allow non-automatic (manual) payments for a surcharge. Automatic payments shall be automatically charged to your form of payment on either the first of the month or the one-year anniversary of services unless otherwise cancelled by written notice to B-Konnected with the subject line “Change of Payment” or “Payment Cancellation” at least fifteen (15) days prior to the scheduled charge date. A new payment method must be included unless You are terminating the Agreement.

Other Payments. Fees for A La Carte and Custom Services are due and payable in accordance with the SOW. B-Konnected will not schedule Services until any required initial payments or a pre-approved partial payment is received. If you have authorized automatic payments, the invoice or charges will be automatically paid seven (7) days after You have been sent the invoice. If you have not authorized automatic payments or have not authorized sufficient automatic payment, the full amount of any invoice is due to B-Konnected within seven (7) days of the date of the invoice, unless the invoice itself states a different due date.

Discounts. From time to time, B-Konnected may offer discounts, package deals, or coupons. All discounts should be considered for a limited time only, even if not explicitly stated otherwise. Any discount which is not actively advertised or applied at the time of checkout shall not be applied to your subscription rate or invoice, even if you have received it on previous payments. B-Konnected has the right to revoke conditional discounts (e.g. for automatic payment, for full year payment) if You no longer meet the condition.

Late or No Payment. B-Konnected has the right to pause or terminate all Services immediately if an automatic payment fails, until or unless Your payment information is updated, or if You fail to pay an invoice or payment within the time designated.

Disputes. In the event of a billing dispute, You must notify B-Konnected within three (3) business days of receipt of the invoice. Late payments may incur interest at eight percent (8%) per annum compounded annually, as per Colorado statutory interest rates under C.R.S. § 5-12-102, beginning on the date of the invoice.

Taxes. You will be responsible for all applicable taxes for Your Services, unless stated otherwise in an SOW.

To cover the cost of processing a credit or charge card transaction, and pursuant to C.R.S. § 5-2-212, a Seller may impose a processing surcharge in an amount not to exceed the merchant discount fee that the Seller incurs in processing the sales transaction. A Seller shall not impose a processing surcharge on payments made by use of cash, a check, or a debit card, or redemption of a gift card. This credit card processing surcharge will be on Your Invoice or listed at the time you purchase an item on our website.

Refunds/Returns. B-Konnected may provide refunds or partial refunds only in special circumstances or if B-Konnected has to terminate Your Services for any reason other than Your material breach of this Agreement. B-Konnected will not provide refunds for Services that have already been performed; any refund after some Services have been performed will only be related to the uncompleted portion of Services.

4. Intellectual Property

B-Konnected owns and creates significant intellectual property, including but not limited to patents, provisional patents, copyrighted materials, copyrightable materials, registered trademarks, unregistered trademarks, trade secrets, and goodwill, such as photographs, audiovisual recordings, inventions, writings, reports, drafts, mobile applications, software, datasets, research, notes, names, logos, processes, procedures, methods, and other similar intellectual property, whether or not marked as such (collectively, “B-Konnected Intellectual Property”).

B-Konnected licenses significant intellectual property from third-parties for use in its Services and Deliverables, including but not limited to patents, provisional patents, copyrighted materials, registered trademarks, unregistered trademarks, trade secrets, and goodwill (collectively, “Licensed Intellectual Property”). All references to and protections of B-Konnected Intellectual Property within this Agreement shall also extend to the Licensed Intellectual Property.

All Intellectual Property created or provided by B-Konnected or validly licensed to B-Konnected is owned by B-Konnected, and Customer is granted a non-transferable, and non-exclusive, limited license to use this property as is inherent in the Services or specified in the Tiers chosen or SOW. Unauthorized use, duplication, or distribution of B-Konnected’s or third-party Intellectual Property is strictly prohibited. AI Scraping of any portion of B-Konnected’s website or platforms is strictly prohibited. If You would like an assignment of any Intellectual Property in Your Deliverables, please reach out to Brittany@b-konnected.org to discuss whether an assignment is appropriate or possible and if so, the pricing of such assignment.

You affirmatively assign all data, reports, survey answers, and information collected by B-Konnected as part of the Services and Deliverables to B-Konnected to use in marketing materials, sales, transfers, reports, comparative analysis, or for any other reason. This assignment shall not extend to the sale of Personally Identifiable Information, transferred in an identifiable manner, but shall extend to information that was originally Personally Identifiable Information which has since been anonymized, aggregated, or deidentified.

Use of the B-Konnected seals, certifications, or verifications are specifically limited to active Tier subscribers who have met specific conditions or criteria. For example and not by way of limitation, being a Resident Success™ Tier subscriber, on its own, does not entitle any Customer to a “Success” badge or the license to it. At any time, B-Konnected is entitled to require a Customer to stop all use of any of its licenses, certifications, or verifications due to no longer being in a particular Tier, to no longer qualifying for a particular designation, or to no longer holding a valid license for a particular mark.

Subscribers of the Resident Success™ Plus, Portfolio Success, and Thoroughly Konnected Tiers, as well as any Customer who purchases A La Carte or Custom Services powered by or presented in conjunction with Konnected Technologies Inc. may be required to sign an additional Services and License Agreement with Konnected Technologies Inc. prior to work beginning.

5. Confidentiality

Each Party agrees to maintain the confidentiality of any information disclosed by the other Party in connection with the Services that is not publicly available or known to the Party receiving the information through legal means other than from the disclosing Party, except as necessary to provide the Services and Deliverables. Confidential information shall only be used as necessary for the provision of Services. Customer understands that, in order to perform the Services, B-Konnected obtains confidential and sometimes Personally Identifiable Information from many different sources. Customer understands that B-Konnected will not provide it third-party confidential information or personally identifiable information unless B-Konnected has a specific agreement with the owner of such information and a disclosure as to how that information will be used.

Customer agrees and understands that B-Konnected may use AI-powered tools as part of the provision of Services and Deliverables. Customer agrees that B-Konnected’s use of these tools in order to reasonably provide the Services and Deliverables and assist B-Konnected in doing so, shall not violate the confidentiality provision of this Agreement.

Customer agrees that it shall not provide B-Konnected’s confidential information or Intellectual Property to an open AI system without B-Konnected’s express prior written permission. Customer’s provision of B-Konnected’s confidential information or Intellectual Property to a closed AI system shall not be a violation of this Agreement so long as it follows the same restrictions and prohibitions as a reasonable subcontractor under this Agreement.

Customer understands that it should read B-Konnected’s Privacy Policy, which is incorporated and part of this section of these Terms.

6. Independent Contractor Status

At all relevant times, B-Konnected is an independent contractor of Customer. Neither B-Konnected nor any of its owners, members, managers, representatives, employees, principals, subcontractors, or agents are intended to be an employee of Customer. B-Konnected shall be entitled to control its methodology, quality, and timing for the provision of the Services and Deliverables, consistent with any mutually-agreed upon standards or deadlines in the SOW. B-Konnected shall be responsible for the payment of all of its subcontractors and employees and the payment of its own taxes, insurance, and expenses. This relationship of the parties created herein shall not be construed to be a joint venture, equity venture, partnership or other type of Partner relationship of any nature.

The Parties recognize and agree that in carrying out the obligations of this Agreement, B-Konnected is acting as a representative of Customer. B-Konnected shall have the responsibilities conferred upon agents at law, including without limitation the fiduciary duties of good faith, fair dealing, loyalty, and care. B-Konnected agrees and understands that any subcontractor or employee working on this Agreement must agree to such duties and obligations.

7. Limitation of Liability and Warranty

B-Konnected is a limited liability company in good standing in the state of Colorado. From time to time, B-Konnected provides Services or Deliverables through or with the assistance of subcontractors. All of B-Konnected’s subcontractors are under the supervision and instruction of B-Konnected for the purposes of providing the Services and shall be considered part of B-Konnected for the purpose of these Terms. B-Konnected will conduct all services in a professional manner, consistent with industry standards.

Neither B-Konnected nor its owners, members, managers, representatives, employees, principals, subcontractors, or agents shall be held liable for any indirect, consequential, incidental, or punitive damages arising out of or related to B-Konnected’s provision of Services to Customer, including any damages for lost profits or delays. Any damages resulting from B-Konnected’s performance of the Services, breach of this Agreement, or relationship with Customer arising out of or relating to this Agreement shall be specifically limited to actual damages not to exceed the total fees paid by Customer to B-Konnected under this agreement.

Service Provider expressly disclaims any additional warranties beyond those explicitly stated in this Agreement and those required by law. Customer agrees that any damages, claims, or losses that it has arising out of or related to this Agreement are limited to the actual monies paid to B-Konnected over the course of this Agreement and shall not include lost profits, loss of time, pain and suffering, or other consequential or indirect damages.

8. Indemnification

You agree to defend, indemnify, and hold harmless, B-Konnected, our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees (collectively, “Indemnified Parties”), from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) Your use of the Services; (2) Your breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

9. Insurance Requirements

Both B-Konnected and any Customer to whom B-Konnected is paying site or property visits or who maintains a Resident Success™ or higher Tier must maintain general liability and worker’s compensation insurance coverage as per state requirements at all relevant times to this Agreement. Any Party may request proof of insurance of the other Party at any time, which proof shall be provided within seven (7) days of a reasonable request. B-Konnected may require proof of general liability insurance with identification of B-Konnected as an additional insured prior to reserving or scheduling any on-site work for Customer.

10. Term, Termination, and Survival of Terms

These Terms shall remain in full force and effect while you use the Services and until final payment for the Services is provided to B-Konnected.

Tier Subscription Term and Termination. A subscription to a Tier shall last for either a one-year term or a two-year term, depending on the selection by Customer at the time of checkout.

Either Party may terminate the Tier Subscription early with at least ninety (90) days’ written notice to the other Party. If Customer is choosing to terminate early, Customer shall be responsible for the continued payment within those ninety (90) days and half of the remainder of the Customer’s unused Term (not to exceed eleven months), with any discounts being revoked at B-Konnected’s discretion. If B-Konnected is choosing to terminate early under this section, Customer shall be responsible for the payment during those ninety (90) days only and shall be entitled to all full discounts. B-Konnected shall refund any pre-payment, minus any amounts due and owing, within thirty (30) days after the later of the termination date or Customer’s final payment to B-Konnected.

Customer may terminate the Tier Subscription early with thirty days’ written notice if (i) B-Konnected has materially breached this Agreement, (ii) Customer provided B-Konnected with written notice of the breach, and (iii) B-Konnected did not remedy the breach within thirty (30) days of receipt of the notice. Customer shall be responsible only for the continued payment until the termination date. B-Konnected shall refund any pre-payment, minus any amounts due and owing, within thirty (30) days after the termination date or shall institute dispute resolution proceedings during that time.

B-Konnected may terminate the Tier Subscription immediately with written notice due to (i) Customer’s failure to make a payment within ten (10) days of the due date; (ii) Customer’s cancellation of an automatic payment without providing a replacement payment method; (iii) Customer’s criminal or tortious behavior toward B-Konnected or any of its agents, employees, or subcontractors; or (iv) as otherwise stated in this Agreement. B-Konnected may terminate the Tier Subscription with fifteen (15) days written notice due to any other material breach of this Agreement by Customer, of which B-Konnected has provided prior written notice and Customer has not remedied within fifteen (15) days of receiving written notice. Customer shall be responsible for continued payment until the termination date and half of the remainder of the Customer’s unused Term, with any discounts being revoked at B-Konnected’s discretion, plus the cost of any damages to B-Konnected as a result of Customer’s breach. B-Konnected shall refund any pre-payment, minus any amounts due and owing, within thirty (30) days after the later of the termination date or Customer’s final payment to B-Konnected.

A la Carte and Custom Term and Termination. Unless a duration of term and termination is described in the SOW, either Party may terminate A La Carte or Custom Services with ten (10) days’ written notice. If any pre-payment was required, that pre-payment shall not be refunded unless the early termination is due to B-Konnected’s material breach of this Agreement or termination for a reason other than Customer’s breach. B-Konnected shall send a final invoice for the work performed on the termination date. That invoice shall be due and payable within seven (7) days of the date of the invoice. Termination of an a la carte or custom Service shall not, in and of itself, serve as termination of a Tier Subscription.

Automatic Renewal. Upon reaching the end of the term of a Tier Subscription, this Agreement shall automatically renew on a monthly or annual basis unless thirty (30) days’ written notice is provided by Customer of their intention to allow the Agreement to end at the conclusion of the specified term. “Last minute non-renewal”, or a notice of non-renewal sent with less than thirty days prior to renewal, shall be permitted, but shall require the Customer to pay one additional month of the Tier Subscription prior to termination.

Obligations Upon Termination. On the termination date, all Licenses under this Agreement shall be terminated. Customer must stop use of all Intellectual Property and confidential information or return it to B-Konnected. Continued use shall be an infringement of this Agreement.

Survival. Paragraphs 4, 5, 7, 8, and 11 shall survive termination of this Agreement.

11. Dispute Resolution and Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Colorado, without regard to its conflict of law principals and regardless of your location. In the event of a dispute arising out of or related to this Agreement that cannot be resolved within fourteen (14) days after informing the Party in writing of the dispute, the Parties agree to resolve the issue with mediation with JAMS in Denver, Colorado, but with virtual appearance available as an option. Both Parties shall bear their own costs.

THE PARTIES AGREE THAT, IF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES CANNOT BE RESOLVED IN MEDIATION, OR IF EITHER PARTY REFUSES TO AGREE TO A MEDIATOR OR SET A DATE FOR THIRTY (30) DAYS AFTER ONE PARTY REQUESTS MEDIATION, ANY FURTHER DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL BE RESOLVED THROUGH FINAL, BINDING ARBITRATION IN DENVER, COLORADO AT JAMS UNDER ITS THEN-CURRENT COMMERCIAL ARBITRATION RULES OR CONSUMER ARBITRATION RULES, AS APPLICABLE. CUSTOMER UNDERSTANDS THAT BY AGREEING TO CONFIDENTIAL, BINDING ARBITRATION, IT WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY ISSUES ARISING FROM OR RELATING TO THIS AGREEMENT.

The arbitrator shall be a different neutral than the mediator. The prevailing party shall be entitled to reasonable costs and attorneys’ fees. The Parties shall be entitled to request injunctive relief from the arbitrator, which may be enforced in any court of competent jurisdiction. The arbitral award may be enforced in any court of competent jurisdiction.

12. Modification of Terms

B-Konnected reserves the right to amend or modify this Agreement at any time. B-Konnected will provide written notice of modification by an announcement on its website and, for active SOWs only, by e-mail to existing Customers. Modifications shall be effective thirty (30) days after the initial announcement and notice of modification. Any Customer committed to a term of more than one month remaining who objects to the modification must do so in writing to brittany@b-konnected.org prior to the effective date of the new Terms. The objection must be clear and unambiguous. The prior terms shall control for that Customer until the term of this Agreement completes, but if it is renewed, the new terms shall control this Agreement through any future renewals.

13. Severability

Should any part, term portion or provision of this Agreement be determined to be in conflict with any law, or otherwise be unenforceable or ineffectual, that part shall be severed from this Agreement in its smallest part. The validity of the remainder of the Agreement shall be unaffected by that severing.

14. Force Majeure

Neither Party shall be held liable for delays or failure to perform due to unforeseen circumstances beyond reasonable control of both Parties, including acts of God, natural disasters, and public health emergencies. This force majeure clause shall not apply to required payments of money for any reason required in performance of this Agreement.

15. Notice

Notices to B-Konnected provided under this Agreement may be sent to:

Address: P.O. Box 40472, Denver, CO 80204

Email: brittany@b-konnected.org

Notices to Customer shall be sent to the address and e-mail address provided in the request for work form or the SOW, as updated from time to time. If Customer does not provide an updated form of contact, notice is effective seven (7) days after sent to the last known form of contact. For general notice, notice may be effective when posted on B-Konnected’s website.

Checking the box at the time of purchase that indicates you have read and agreed to these Program Terms and Conditions shall be a binding, valid legal contract. Do not check that box unless you agree to these Program Terms and Conditions.