Legal and Policy Center

These CondoHQ Perks Customer Terms (the "Perks Customer Terms") supplement and form part of the CondoHQ Terms of Service (the "Terms of Service") and apply to each Customer and property for which CondoHQ makes Perks available as part of the Services.

Perks is an integrated feature of the Services and may be enabled by CondoHQ for eligible properties without separate activation by Customer.

Capitalized terms not defined in these Perks Customer Terms have the meanings given in the Terms of Service.

If there is a conflict between these Perks Customer Terms and the Terms of Service relating specifically to Perks, these Perks Customer Terms control.

For these Perks Customer Terms:

Customer represents, warrants and covenants that:

• it has authority to agree to the Terms of Service and these Perks Customer Terms;
• its access to and use of the Services, including Perks, is duly authorized;
• it has obtained any corporate, board, contractual, governance or other internal approvals required for its use of the Services;
• its use of Perks does not violate its governing documents, contractual obligations or applicable law; and
• CondoHQ may rely on Customer's representations, account configurations, permissions and use of the Services without independently investigating Customer's internal approval or governance processes.

CondoHQ has no obligation to determine whether Customer requires any particular board resolution, owner approval, management approval or other internal authorization in connection with Perks.

Perks may display sponsored content to eligible residents through Resident Hub and other applicable CondoHQ interfaces.

Sponsored content may include:

• Standard Campaigns;
• Featured Campaigns;
• sponsored offers;
• advertisements;
• merchant content; and
• other commercial placements selected and served by CondoHQ.

Perks content may be shown when qualifying Advertiser inventory satisfies CondoHQ's applicable serving criteria.

Customer does not have an approval, rejection, removal or veto right with respect to an individual Advertiser, Campaign, offer or sponsored placement unless CondoHQ expressly provides that functionality.

CondoHQ does not guarantee that any minimum amount of Perks content will be available or served.

CondoHQ determines the Perks discovery radius and other geographic serving parameters for each Eligible Property.

CondoHQ may establish, modify or remove available geographic options and defaults from time to time.

Distance and location calculations may rely on addresses, geographic coordinates, mapping services and Third-Party Services and are not guaranteed to represent actual travel distance, driving distance or precise geographic boundaries.

CondoHQ is not responsible for inaccuracies resulting from location data, geocoding, mapping providers, Advertiser information or Third-Party Services.

CondoHQ retains sole control over the operation of Perks, including:

• Advertiser eligibility;
• Campaign review and approval;
• prohibited and restricted categories;
• ranking and placement;
• Standard and Featured inventory;
• Campaign serving;
• Advertiser pricing and billing;
• Redemption rules;
• fraud and abuse controls;
• enforcement; and
• Perks design, functionality and operating rules.

CondoHQ may approve, reject, restrict, suspend or remove any Advertiser, Campaign, offer, product, service or category.

CondoHQ has no obligation to detect, investigate or prevent every unlawful, misleading, inaccurate, inappropriate, fraudulent, offensive or non-compliant Advertiser, Campaign, offer, product or service.

CondoHQ's review or approval does not constitute an endorsement, certification, warranty, guarantee or representation concerning an Advertiser, Campaign, product or service.

Customer is not responsible for selecting or moderating Advertisers or Campaign creative displayed through Perks solely because the content is displayed to residents associated with Customer's property.

Customer is not the advertiser, merchant, seller, supplier or fulfilment provider of goods or services displayed through Perks.

Nothing in Perks creates an obligation for Customer to investigate an Advertiser, validate an offer, monitor Campaign performance or supervise an Advertiser's conduct.

Customer instructs and authorizes CondoHQ to process Customer Data, including property, residency, membership, eligibility and related information, as reasonably necessary to:

• operate Perks;
• determine Campaign eligibility and serving;
• determine property and Customer attribution;
• administer Redemptions;
• calculate Revenue Share;
• prevent, detect and investigate fraud or abuse;
• maintain platform security and integrity;
• administer Campaigns and Advertiser relationships; and
• generate aggregate, de-identified or other permitted reporting and intelligence.

Such processing remains subject to the Privacy Policy and any applicable DPA.

Except as expressly authorized by a resident or otherwise permitted under the applicable agreements and applicable law, CondoHQ will not provide Advertisers with resident personal information through Perks.

Customer represents and warrants that it has all authority, permissions, consents and legal bases necessary to instruct CondoHQ to process Customer Data for these purposes.

Subject to these Perks Customer Terms, Customer may receive Revenue Share from qualifying Advertiser CPA attributed to an eligible resident associated with Customer's property.

Unless CondoHQ expressly agrees otherwise in writing, Revenue Share rates are:

• Standard Redemption: 25% of qualifying CPA.
• Featured Redemption: 40% of qualifying CPA.

The applicable rate is determined by the Campaign classification reflected in CondoHQ's systems for the qualifying Redemption.

Customer does not participate in, and has no right, title or interest in:

• Perks Program Fees;
• Standard Campaign fees;
• Featured fees;
• Advertiser subscription fees;
• other advertising or platform fees;
• payment-provider rebates;
• CondoHQ margins; or
• other amounts received by CondoHQ,

except for Revenue Share that becomes Earned Share under these Perks Customer Terms.

CondoHQ may change Revenue Share rates prospectively. The rate in effect when the qualifying Redemption occurs governs that Redemption.

A prospective rate change does not reduce Revenue Share that has already become Earned Share.

Revenue Share becomes Earned Share only when all applicable conditions have been satisfied, including:

• a qualifying Redemption occurred;
• CondoHQ billed the applicable Advertiser CPA;
• CondoHQ actually received and retained the corresponding Advertiser payment;
• the corresponding payment has not been refunded, reversed, charged back, successfully disputed or otherwise determined to be uncollectible;
• the Redemption has not been reversed, invalidated or excluded because of fraud, abuse, duplication, testing, technical error or other invalid activity;
• the billing currency assigned to the applicable property matches the Advertiser billing currency;
• sufficient Monthly Revenue Share Cap capacity is available;
• Customer and the applicable property remain eligible for Perks; and
• Customer is not suspended from Revenue Share because of payment default, fraud, misuse or material breach of its agreements with CondoHQ.

Until all applicable conditions are satisfied, the applicable amount remains contingent.

Accrued Share and Deferred Accrued Share:

• are provisional accounting amounts only;
• are contingent;
• do not constitute a debt owed by CondoHQ;
• do not constitute money or property held for Customer;
• are not held in trust;
• are not earned commissions;
• are not vested;
• are not payable until they become Earned Share; and
• may expire as provided in these Perks Customer Terms.

No legal or beneficial interest in Accrued Share or Deferred Accrued Share passes to Customer before it becomes Earned Share.

Revenue Share is calculated using qualifying pre-tax CPA after deducting Customer's proportionate allocation of actual Payment Processing Costs attributable to collection of that CPA.

Customer's allocated Payment Processing Costs for an Advertiser charge equal:

actual third-party payment processing fee attributable to the charge × qualifying CPA amount included in the charge ÷ gross amount of the charge.

Applicable taxes collected from an Advertiser are not included in qualifying CPA.

Where this formula cannot reasonably be applied because of a partial payment, refund, credit, adjustment, multiple settlement events, payment-provider structure or similar circumstance, CondoHQ may use a reasonable and consistently applied allocation methodology.

CondoHQ is not required to estimate, subsidize or absorb Payment Processing Costs.

The Monthly Revenue Share Cap equals 50% of the applicable Monthly Platform Base.

Monthly Platform Base equals:

the property's billable units × the applicable recurring base platform unit rate reflected in CondoHQ's records as of the first day of the applicable calendar month.

Monthly Platform Base:

• is determined using CondoHQ's records as of the first day of the applicable month in the America/Toronto time zone;
• excludes taxes;
• excludes transaction fees;
• excludes implementation and onboarding fees;
• excludes hardware;
• excludes optional add-ons and separately priced modules unless CondoHQ expressly includes them;
• excludes other non-base charges; and
• takes into account applicable recurring base-platform discounts or credits reflected in CondoHQ's records.

Changes to billable units or the applicable base platform unit rate after the first day of a month do not change the Monthly Platform Base for that month.

The Monthly Revenue Share Cap applies regardless of whether the applicable platform subscription amount is paid directly by Customer or by an authorized sponsoring, management, channel or other partner.

Unused Monthly Revenue Share Cap capacity:

• does not carry forward;
• cannot be transferred between properties; and
• cannot be transferred between Customers.

Monthly Revenue Share Cap capacity is applied:

• first, to otherwise qualifying Revenue Share generated during the current calendar month; and
• second, to Deferred Accrued Share from oldest to newest.

Deferred Accrued Share does not displace otherwise qualifying current-month Revenue Share.

CondoHQ's records determine the order and application of Monthly Revenue Share Cap capacity absent manifest error.

Where qualifying Accrued Share exceeds available Monthly Revenue Share Cap capacity, the excess may become Deferred Accrued Share.

Deferred Accrued Share may carry forward and may become Earned Share in a future month if:

• future Monthly Revenue Share Cap capacity becomes available;
• all other applicable conditions remain satisfied;
• Customer remains an active CondoHQ customer;
• the applicable property remains eligible for Perks;
• Customer is not suspended from Revenue Share; and
• the amount has not expired or been reversed.

Carrying forward Deferred Accrued Share does not cause it to become earned, vested or payable.

CondoHQ has no obligation to increase future Monthly Revenue Share Cap capacity to accommodate Deferred Accrued Share.

Revenue Share is available only where the billing currency assigned to the applicable property matches the Advertiser billing currency for the qualifying Redemption.

Where those currencies do not match:

• the Advertiser may still be charged CPA;
• no Revenue Share accrues;
• no Accrued Share or Deferred Accrued Share is created;
• CondoHQ has no obligation to perform foreign exchange or currency conversion; and
• Customer has no right to an alternative settlement, credit or equivalent payment.

Earned Share is eligible for routine payout when Customer's aggregate unpaid Earned Share for the applicable property reaches at least 250 units of that property's billing currency.

The payout threshold applies separately to each property unless CondoHQ permits aggregation.

The threshold affects only the timing of payment.

Earned Share does not expire solely because it is below the payout threshold.

CondoHQ may make a payment below the threshold in its discretion.

CondoHQ will make Revenue Share payments using a payment method designated or made available by CondoHQ.

Customer must complete and maintain all payment-provider onboarding, identity verification, banking, tax, account verification and compliance requirements reasonably necessary to receive payment.

CondoHQ is not in breach and a payment is not considered late where payment is delayed because of:

• incomplete or inaccurate Customer information;
• Customer's failure to complete required payment-provider steps;
• payment-provider review or restriction;
• sanctions or compliance screening;
• banking or payment-network delay;
• technical outage;
• a permitted reserve; or
• another matter beyond CondoHQ's reasonable control.

Customer is responsible for maintaining accurate payment information.

No interest accrues on Accrued Share, Deferred Accrued Share, Earned Share, reserves, negative balances or delayed payments.

CondoHQ may temporarily withhold an otherwise payable Earned Share as a reasonable reserve against:

• suspected fraud;
• pending or reasonably anticipated chargebacks;
• payment disputes;
• payment-provider holds;
• duplicate or erroneous payments;
• compliance reviews;
• pending investigations; or
• other reasonably identifiable reversal or recovery risk.

If CPA previously included in Accrued Share, Deferred Accrued Share or Earned Share is later refunded, reversed, charged back, successfully disputed, credited, determined to be fraudulent or invalid, or otherwise becomes uncollectible, CondoHQ may reverse the corresponding Revenue Share.

CondoHQ may apply a reversal against Accrued Share, Deferred Accrued Share, unpaid Earned Share or future Revenue Share.

If insufficient Revenue Share is available, CondoHQ may maintain a negative Revenue Share balance.

CondoHQ may recover any amount paid to Customer in error or subsequently reversed by deducting it from future Revenue Share or, where necessary, invoicing Customer for the outstanding amount.

A Revenue Share reversal does not require CondoHQ to reverse the underlying resident transaction or Campaign.

To the maximum extent permitted by applicable law, CondoHQ may deduct or set off from Revenue Share or any other amount otherwise payable to Customer any amount Customer owes to CondoHQ, including:

• overdue subscription fees;
• unpaid invoices;
• reversed Revenue Share;
• overpayments;
• payment-provider losses attributable to Customer;
• amounts recoverable under an indemnity; and
• other amounts properly due under the agreements between CondoHQ and Customer.

CondoHQ's set-off rights are cumulative and do not limit any other collection right or remedy.

The resident's eligible property association reflected in CondoHQ's systems determines which Customer, if any, may receive Revenue Share from a qualifying Redemption.

A resident's property association may also determine Campaign eligibility and other Perks serving criteria.

CondoHQ may determine attribution using resident, property, membership and eligibility records reflected in its systems at the applicable stage of the Redemption.

Customer has no entitlement to Revenue Share attributed to another property or Customer.

CondoHQ's records relating to Redemptions, Campaign classification, attribution, Advertiser billing and collection, Payment Processing Costs, Monthly Platform Base, Monthly Revenue Share Cap, Accrued Share, Deferred Accrued Share, Earned Share, reserves, reversals, payouts, negative balances and Revenue Share calculations are authoritative absent manifest error.

Customer must dispute a Revenue Share calculation within 30 days after the applicable statement, report or record is made available.

Customer must provide reasonable supporting information identifying the disputed calculation.

After that period, the applicable calculation is deemed accepted except in the case of manifest error.

CondoHQ may correct a manifest error, duplicate payment, calculation error, allocation error, system error or other payment error when discovered.

Revenue Share amounts are exclusive of applicable GST, HST, sales, value-added or similar taxes.

Customer is solely responsible for determining:

• whether it is required to register for any tax;
• the tax characterization of Revenue Share;
• whether it must issue an invoice;
• whether it must collect, report or remit tax;
• its income-tax treatment of Revenue Share; and
• all other tax consequences arising from Revenue Share.

If Customer claims that CondoHQ is required to pay GST, HST or another transaction tax in addition to Revenue Share, Customer must provide a valid applicable tax registration number, a compliant invoice where required, and any other documentation reasonably requested by CondoHQ.

No additional tax amount is payable by CondoHQ until required documentation has been provided.

CondoHQ may deduct or withhold taxes where required by applicable law.

Nothing in these Perks Customer Terms constitutes tax, legal or accounting advice.

The manner in which a payment provider displays, describes or processes a Revenue Share payment does not determine its legal or tax treatment.

Customer is solely responsible for the accounting, budgeting, financial reporting, disclosure, allocation, governance treatment, tax treatment and use of Revenue Share.

CondoHQ does not determine whether Revenue Share should be treated as operating revenue, applied against expenses, allocated to any fund, distributed, credited or used for any particular purpose.

Customer remains solely responsible for determining and satisfying any legal, contractual, governance, accounting or other requirements applicable to Revenue Share.

CondoHQ does not guarantee:

• any minimum number of Advertisers or Campaigns;
• Campaign or sponsored-content availability;
• impressions, claims or Redemptions;
• CPA volume;
• Revenue Share or any minimum Revenue Share amount;
• resident or Advertiser participation;
• continued advertiser demand; or
• any financial, operational or other result from Perks.

Customer must not rely on projected, estimated, Accrued or Deferred Accrued Share as guaranteed income.

Customer has no right to inspect or obtain Advertiser agreements, Advertiser invoices, Advertiser-specific pricing except where expressly made available, another Customer's Revenue Share, CondoHQ margins, payment-provider commercial terms or other CondoHQ confidential commercial information.

CondoHQ may provide reporting sufficient to explain Customer's own Revenue Share calculations without disclosing confidential third-party or CondoHQ information.

Display of an Advertiser or Campaign through Perks does not constitute an endorsement, recommendation, sponsorship, certification or guarantee by CondoHQ, Customer, Customer's board, a property manager, building operator or any other Protected Party.

Customer must not represent that CondoHQ endorses or guarantees an Advertiser merely because that Advertiser appears within Perks.

Nothing in Perks requires Customer to endorse an Advertiser or Campaign.

Customer must not:

• alter or misrepresent a Campaign;
• make unauthorized representations on behalf of an Advertiser or CondoHQ;
• interfere with ranking, attribution, Redemption or Revenue Share systems;
• direct residents to circumvent Verification;
• manipulate Revenue Share;
• create, encourage or facilitate artificial Redemptions;
• use Perks information for an unauthorized identification or profiling purpose;
• interfere with Perks security, fraud-prevention, measurement or billing systems; or
• otherwise interfere with the integrity of Perks.

Any communications Customer independently makes regarding Perks, Campaigns or Advertisers are Customer's responsibility.

Customer may not sell, assign, transfer, pledge, factor, grant a security interest in or otherwise dispose of Accrued Share, Deferred Accrued Share, Earned Share or any right to Revenue Share without CondoHQ's prior written consent.

Revenue Share is payable only to the legal entity recognized by CondoHQ as the eligible Customer for the applicable property unless CondoHQ approves another payment arrangement.

Any attempted assignment or transfer in violation of this Section is void to the extent permitted by applicable law.

Perks and Revenue Share do not create a partnership, joint venture, agency, fiduciary relationship, trust, brokerage relationship, commission-agent relationship, franchise, employment relationship or other special relationship between CondoHQ and Customer or between Customer and an Advertiser.

Customer has no authority to bind CondoHQ or an Advertiser.

CondoHQ does not hold Accrued Share or Deferred Accrued Share in trust for Customer.

The indemnification provisions in the Terms of Service apply fully to Perks.

Without limiting those provisions, Customer will defend, indemnify and hold harmless the Protected Parties from and against claims, liabilities, damages, losses, judgments, penalties, fines, costs and expenses, including reasonable legal fees, arising out of or relating to:

• Customer's representations or communications concerning Perks;
• Customer's unauthorized modification or misuse of Perks;
• Customer's failure to obtain required corporate, governance, contractual or other internal authorization for its use of the Services;
• Customer's breach of these Perks Customer Terms;
• tax obligations, claims or liabilities attributable to Customer's Revenue Share;
• Customer's interference with attribution, Redemption or Revenue Share calculations;
• Customer's unauthorized representation concerning an Advertiser or Campaign;
• Customer's accounting, allocation, reporting or use of Revenue Share;
• Customer's instructions concerning Customer Data in connection with Perks; or
• Customer's violation of applicable law in connection with Perks.

The disclaimers and limitations of liability in the Terms of Service apply fully to Perks.

Without limiting those provisions, and to the maximum extent permitted by applicable law, CondoHQ's aggregate liability arising specifically out of or relating to Perks shall not exceed the greater of:

• CAD $500; and
• the lesser of:

• the Revenue Share actually paid to Customer for the applicable property during the three months immediately preceding the event giving rise to the claim; and
• the fees actually paid to CondoHQ for the applicable property during that same three-month period.

This Section does not increase any liability otherwise excluded, disclaimed or limited under the Terms of Service.

Nothing in these Perks Customer Terms expands CondoHQ's liability under the Terms of Service.

CondoHQ may suspend, restrict or disable Perks or Revenue Share for an applicable property where CondoHQ reasonably determines that:

• Customer is in payment default;
• Customer has breached these Perks Customer Terms or the Terms of Service;
• Customer has engaged in fraud, manipulation or abuse;
• Customer has interfered with Perks systems;
• continued operation creates legal, regulatory, security, reputational or operational risk;
• Customer or the applicable property is no longer eligible for Perks;
• Customer has failed to satisfy payment-provider or compliance requirements; or
• suspension is reasonably necessary to protect CondoHQ, residents, Advertisers, Customers or the Services.

Suspension does not cause Accrued Share or Deferred Accrued Share to become earned.

CondoHQ may delay Revenue Share payments while investigating suspected fraud, abuse, payment irregularities, chargebacks, compliance concerns or other material issues.

When Customer ceases to be an active CondoHQ customer for the applicable property, the property ceases to be an Eligible Property, or these Perks Customer Terms otherwise cease to apply:

• Perks serving may stop;
• no new Revenue Share accrues after the applicable effective date;
• Earned Share remains payable subject to reversals, reserves, set-off, taxes, compliance, negative balances and payment-provider requirements;
• the minimum payout threshold does not apply to the final payment of Earned Share; and
• all Accrued Share and Deferred Accrued Share that has not become Earned Share automatically expires.

Customer has no right or entitlement to expired Accrued Share or Deferred Accrued Share.

Termination or loss of eligibility does not accelerate or cause a contingent amount to become Earned Share.

An amount subject to a pending Advertiser chargeback, payment dispute, fraud investigation, compliance review or similar contingency may remain unresolved until CondoHQ determines whether the applicable conditions were satisfied.

Any negative balance, overpayment or other amount owed by Customer survives termination.

CondoHQ may discontinue Perks, Revenue Share or both prospectively.

Upon discontinuation:

• no new Revenue Share accrues after the effective discontinuation date;
• Earned Share remains payable subject to these Perks Customer Terms;
• the minimum payout threshold does not apply to the final payment of Earned Share;
• Accrued Share and Deferred Accrued Share that has not become Earned Share automatically expires; and
• discontinuation does not cause a contingent amount to become Earned Share.

Customer is not entitled to compensation, replacement revenue, future cap capacity or other payment arising from discontinuation except for Earned Share payable under this Section.

CondoHQ may modify Perks functionality, Campaign formats, Advertiser categories, serving logic, discovery options, ranking, attribution methodology, payout processes, payment providers, fraud controls, reporting, technical requirements, eligibility criteria and other operational aspects of Perks.

CondoHQ may also prospectively modify Revenue Share rates, payout thresholds, Monthly Revenue Share Cap methodology, Monthly Platform Base methodology, eligibility criteria, carryforward rules, allocation methodologies and other commercial terms governing future Revenue Share.

No change will retroactively reduce an amount that had already become Earned Share before the applicable effective date.

No particular Perks interface, Campaign format, payment method, feature or workflow is guaranteed to remain available indefinitely.

Changes do not entitle Customer to a refund, credit, replacement benefit or alternative payment except where expressly stated in an applicable agreement.

Material updates may be subject to the notice or acceptance requirements applicable under the Terms of Service.

These Perks Customer Terms form part of the agreement governing Customer's use of the Services.

The Terms of Service continue to apply, including provisions relating to Customer authority and responsibilities, security, Customer Data, CondoHQ Intelligence, marketplaces, fees and payment, suspension, investigation rights, confidentiality, indemnification, warranty disclaimers, limitations of liability, force majeure, dispute resolution, records and evidence, survival, assignment, severability, waiver and other general contractual matters.

Where there is a conflict relating specifically to Perks, these Perks Customer Terms control.

If any provision or portion of these Perks Customer Terms is determined by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, that provision or portion will be severed only to the minimum extent necessary.

The remaining provisions will continue in full force and effect.

The invalidity, illegality or unenforceability of one provision or portion will not affect the validity or enforceability of any other provision.

A failure or delay by CondoHQ in exercising any right, power or remedy under these Perks Customer Terms does not constitute a waiver.

A waiver is effective only if expressly made in writing by CondoHQ and applies only to the specific circumstance for which it is given.

A waiver of one breach does not constitute a waiver of another or subsequent breach.

These Perks Customer Terms, together with the Terms of Service and any other applicable agreement expressly incorporated into them, constitute the agreement governing Customer's participation in Perks.

Customer acknowledges that it has not relied on any representation, projection, estimate, forecast or promise regarding Advertiser participation, Campaign inventory, resident participation, CPA volume, Revenue Share, expected income, future Monthly Revenue Share Cap capacity or any other Perks result except where expressly stated in a written agreement accepted by CondoHQ.

No oral statement, presentation, estimate, sales discussion, email or other communication modifies these Perks Customer Terms unless expressly agreed in writing by CondoHQ.

Customer agrees that CondoHQ may maintain electronic records relating to Perks, including records of:

• Customer and property eligibility;
• administrator settings;
• Campaign serving;
• Redemptions;
• attribution;
• Revenue Share calculations;
• Monthly Platform Base;
• Monthly Revenue Share Cap;
• Accrued Share;
• Deferred Accrued Share;
• Earned Share;
• reserves;
• reversals;
• payment activity; and
• other material Perks activity.

Such records may be used as evidence of the applicable activity, calculation, authorization, payment or transaction in accordance with the Terms of Service and applicable law.