Projectler Technologies Inc., a California corporation, with its principal place of business at 12925 Riverside Drive, Sherman Oaks, CA 91423 (“Projectler”), and the customer identified in the applicable Order Form (“Customer”), agree as follows. This Agreement (Also known as “Terms and Conditions” governs Customer’s purchase and use of Projectler’s (a) lead generation services and (b) cloud-hosted project management software-as-a-service.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership or control, directly or indirectly, of more than 50% of the voting interests of the entity.
“Agreement” means this Master Services & SaaS Subscription Agreement or (“Terms of Condition”) together with all Order Forms, CC Authorization, Projectler Deck and Exhibits attached hereto or incorporated by reference.
“Authorized User” means an individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the SaaS under Customer’s account and for whom a subscription has been procured.
“Confidential Information” means any non‑public information disclosed by a party (Discloser) to the other party (Recipient) that is marked or designated as confidential or that should reasonably be understood to be confidential. Confidential Information includes Customer Data and the terms of this Agreement.
“Customer” means any individual who signs to this agreement for the usage of the software between the agreed upon parameters of this SAAS agreement.
“Customer Data” means all data, content, and materials that Customer or its Authorized Users submit to, store in, or process with the SaaS, excluding Aggregated Data and Projectler Materials.
“Documentation” means Projectler’s then-current user guides and technical documentation for the Services or SaaS, as updated from time to time.
“Lead” means a record delivered by Projectler to Customer containing contact details for a potential construction project customer that has been phone-verified by Projectler in accordance with Exhibit E.
“Order Form” means an ordering document executed by the parties that specifies the Services purchased, subscription tier, quantities, pricing, and Subscription Term, and references this Agreement.
“Personal Data” means any information relating to an identified or identifiable natural person and protected as personal data or personal information under applicable data protection laws.
“SaaS” means Projectler’s hosted project management software platform and modules identified in an Order Form, including updates and new features made generally available to customers.
“Services” means, collectively, the Lead Generation Services and the SaaS, along with related support and professional services, as applicable.
“Subscription Term” means the period of authorized access to the SaaS as specified in an Order Form, which, unless stated otherwise, renews month‑to‑month as set forth in Section 12.
“Taxes” means sales, use, excise, value-added, goods and services, and similar taxes, excluding taxes based on Projectler’s net income.
“Usage Data” means logs, telemetry, and other data about use and performance of the Services, in de-identified form, which Projectler may collect and use to maintain and improve the Services.
2.1 Order Forms. Customer may purchase Services by executing an Order Form. Each Order Form is governed by this Agreement and is effective upon Projectler’s acceptance. In the event of a conflict, the Order Form will control over this Agreement solely as to the conflicting term.
2.2 Modules. The SaaS may include, without limitation, project management, SOW/bid management, financials (including change orders and pay applications), marketplace, human resources, and AI-assisted planning, rendering, and workflow modules. Specific modules enabled for Customer will be identified in the Order Form.
2.3 Marketing Claims. Any efficiency or cost-savings statistics referenced in Projectler marketing materials are illustrative only and are not warranties or guarantees.
3.1 Grant. Subject to this Agreement and Customer’s payment of all applicable fees, Projectler grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term to access and use the SaaS by its Authorized Users solely for Customer’s internal business purposes.
3.2 Accounts. Each Authorized User must have unique credentials. Customer is responsible for: (a) the acts and omissions of Authorized Users; and (b) maintaining the confidentiality of credentials and promptly notifying Projectler of suspected misuse.
3.3 Restrictions. Customer shall not, and shall not permit any third party to: (a) sell, resell, distribute, lease, or sublicense the SaaS; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the SaaS; (c) access the SaaS to build a competitive product or service or to benchmark; (d) interfere with or disrupt the SaaS or its security; or (e) upload to the SaaS any content that is unlawful, infringing, or otherwise violates this Agreement or the Acceptable Use Policy (Exhibit D).
4.1 Delivery & Price. Projectler will deliver Leads to Customer at a price of USD $100 per Lead. Each Lead will be phone-verified by Projectler and targeted to Customer’s service area and specialties to the extent commercially reasonable.
4.2 No Conversion Guarantee. Projectler does not guarantee that any Lead will result in revenue or a contract for Customer.
4.3 Lead Replacement Policy. Projectler will replace an invalid Lead (e.g., disconnected number, materially incorrect contact details, or non-existent project) at no additional charge, provided Customer submits a replacement request within seven (7) days of delivery with supporting details. Replacement requests are limited to ten percent (10%) of the total Leads delivered in the relevant billing period. Additional details are set forth in Exhibit E.
5.1 Pricing Model. The parties acknowledge that pricing is based on (a) pay‑per‑Lead at $100 per Lead; and (b) monthly subscription fees for the SaaS based on the tier selected in Exhibit A.
5.2 SaaS Subscription Tiers. Customer will select one of the tiers below; fees are billed monthly in advance, non-refundable, renewing automatically unless cancelled in writing with 30 days’ notice:
5.3 Adjustments. If the number of Authorized Users exceeds the tier limits, Customer will be moved to the appropriate tier and charged the corresponding fees for the remainder of the Subscription Term. Upgrades are effective immediately and prorated in the first month; downgrades take effect at the next renewal.
5.4 Invoicing & Payment. Lead fees are invoiced upon delivery of each Lead. SaaS fees are invoiced monthly in advance based on the tier and user counts in effect on the first day of the billing period. Fees are due within five (5) days of invoice date. Late amounts accrue interest at 1.0% per month or the maximum allowed by law, whichever is less.
5.5 Taxes. Fees are exclusive of Taxes. Customer is responsible for all Taxes, except taxes based on Projectler’s net income.
5.6 No Refunds. Except as expressly set forth in this Agreement, all fees are non‑refundable.
Projectler may suspend access to the SaaS or pause Lead delivery upon written notice if:
(A) Customer fails to pay undisputed fees that are more than Ten (10) days past due;
(B) Customer’s use poses a security risk, violates this Agreement or applicable law, or could adversely impact the SaaS or others; or
(C) exigent maintenance is required. Projectler will restore access promptly after the issue is resolved.
7.1 Uptime. Projectler will use commercially reasonable efforts to provide at least 99.5% monthly uptime for the SaaS, excluding Scheduled Maintenance and Excused Downtime as defined in Exhibit B.
7.2 Support. Projectler will provide standard support during Business Hours (8am–6pm Pacific, Monday–Friday, excluding U.S. federal holidays) via email and in-software chat. Target response times appear in Exhibit B.
7.3 Credits. If Projectler fails to meet the uptime commitment in a given calendar month, Customer may be eligible for service credits as set forth in Exhibit B, which are Customer’s sole and exclusive remedy for downtime.
8.1 Security Program. Projectler will maintain industry‑standard administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of the SaaS and Customer Data.
8.2 Data Processing. To the extent Projectler processes Personal Data on behalf of Customer, the Data Processing Addendum in Exhibit C applies and is incorporated herein by reference.
8.3 Incident Notification. Projectler will notify Customer without unreasonable delay after confirming a Security Incident involving Customer Data, and will provide information reasonably available for Customer to comply with its legal obligations.
8.4 Subprocessors. Customer authorizes Projectler to use Subprocessors to provide the Services. Projectler will impose data protection obligations on Subprocessors substantially similar to those in this Agreement.
8.5 Data Export & Deletion. During the Subscription Term, Customer may export Customer Data in a reasonable format from the SaaS. Upon termination or expiration, Projectler will delete Customer’s active SaaS environment within thirty (30) days, subject to legal retention requirements, and will make a final export available upon request within that period.
Each party will protect the other party’s Confidential Information using the same degree of care it uses to protect its own similar information (but no less than reasonable care). Confidential Information may be disclosed to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations. The company reserves the right to use aggregated and anonymized data from its services for internal analytics and business improvements.
10.1 Ownership. Projectler retains all right, title, and interest in and to the Services, SaaS, Documentation, and all related intellectual property (collectively, “Projectler Materials”). No rights are granted except as expressly stated.
10.2 Feedback. Customer grants to Projectler a worldwide, perpetual, irrevocable, royalty‑free license to use and incorporate into the Services any suggestions, enhancement requests, or other feedback provided by Customer or Authorized Users, without restriction or compensation.
10.3 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants Projectler a non‑exclusive, worldwide, royalty‑free right to host, copy, process, transmit, and display Customer Data to provide and improve the Services. Projectler may use Aggregated/Anonymized data for analytics and product improvement, provided it does not identify Customer or any individual.
11.1 Authority. Each party represents and warrants that it has the right and authority to enter into this Agreement.
11.2 SaaS Warranty. Projectler warrants that the SaaS will perform materially in accordance with the Documentation. Customer’s sole remedy for breach of this warranty is support and, if unresolved, termination for cause with a prorated refund of prepaid, unused SaaS fees.
11.3 Leads Warranty. Projectler warrants that each Lead will be phone‑verified prior to delivery. Customer’s sole remedy for breach is replacement under Section 4.3 and Exhibit E.
11.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND PROJECTLER MATERIALS ARE PROVIDED “AS IS,” AND PROJECTLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
12.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided herein.
12.2 Subscription Term & Renewal. Unless otherwise stated in an Order Form, the initial Subscription Term for the SaaS is month‑to‑month and renews automatically for successive one‑month terms unless either party gives notice of non‑renewal at least ten (10) days before the end of the then-current term.
12.3 Termination for Cause. Either party may terminate this Agreement or an affected Order Form for cause on written notice if the other party:
(a) materially breaches this Agreement and fails to cure within thirty (30) days after written notice; or
(b) becomes insolvent or is the subject of bankruptcy or similar proceedings.
12.4 Effect of Termination. Upon termination, Customer will pay all fees accrued and owed, and cease all access to the SaaS. Sections intended to survive (including payment obligations, confidentiality, IP, limitations of liability, disclaimers, indemnities, and dispute resolution) will survive.
13.1 No Indemnity by Projectler. To the maximum extent permitted by law, Projectler will have no obligation to indemnify, defend, or hold harmless Customer against any third-party claim, demand, suit, or proceeding (“Claim”), including any Claim alleging infringement or misappropriation of intellectual property rights, except to the extent such obligation cannot be disclaimed under applicable law. In such unavoidable cases, Projectler’s liability will be strictly limited to the remedies and liability cap set forth in Section 14, and only for damages, costs, and reasonable attorneys’ fees finally awarded against Customer by a court of competent jurisdiction or agreed to in a settlement expressly approved in writing by Projectler. Customer acknowledges that the SaaS may integrate, interoperate with, or rely upon third-party components and services for which Projectler assumes no liability or indemnity obligations of any kind.
13.2 Indemnification by Customer. Customer will defend, indemnify, and hold harmless Projectler and its affiliates, licensors, service providers, officers, directors, employees, agents, successors, and assigns from and against any and all Claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Customer Data;
(b) Customer’s or its Users’ access to or use of the Services;
(c) any breach of this Agreement (including any representations, warranties, or covenants);
(d) violation of applicable law, regulation, or third-party rights;
(e) any combination of the Services with products, services, content, or processes not provided or authorized in writing by Projectler; or
(f) any allegation that Projectler’s receipt, storage, or processing of Customer Data in accordance with this Agreement infringes or misappropriates the rights of a third party.
13.3 Procedure. The party seeking indemnification (“Indemnified Party”) will:
(a) promptly notify the other party (“Indemnifying Party”) in writing of the Claim;
(b) provide reasonable cooperation at the Indemnifying Party’s expense; and
(c) grant the Indemnifying Party sole and exclusive control over the defense and settlement of the Claim, provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written consent if such settlement imposes any admission of liability or non-monetary obligation on the Indemnified Party. Failure to provide prompt notice will not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced.
EXCEPT FOR:
(A) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13;
(B) CUSTOMER’S BREACH OF SECTION 3.3 (RESTRICTIONS); OR
(C) CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROJECTLER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. ANY INDEMNIFICATION OBLIGATIONS OF PROJECTLER (TO THE EXTENT NOT DISCLAIMED UNDER SECTION 13) ARE SUBJECT TO THIS LIMITATION. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each party will comply with applicable laws, including export control and anti‑corruption laws. Customer represents that it is not on any restricted party list and will not permit access to the SaaS from embargoed countries in violation of law.
Projectler may use Customer’s name and logo to identify Customer as a customer in lists and marketing materials, subject to Customer’s reasonable trademark usage guidelines and the parties’ mutual approval for any press release.
Neither party may assign this Agreement without the other party’s written consent, except either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice. Any prohibited assignment is void.
18.1 Informal Resolution. The parties will first attempt to resolve disputes through good‑faith discussions between executives.
18.2 Arbitration. Except for claims for injunctive relief or to protect IP rights, any dispute arising out of or relating to this Agreement will be finally settled by binding arbitration administered by an arbitration organization under its Streamlined Arbitration Rules by a single arbitrator in Los Angeles County, California. Judgment on the award may be entered in any court having jurisdiction.
18.3 Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict‑of‑laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
All notices must be in writing and delivered by hand, reputable overnight courier, or email with confirmation to the official Projectler address which is 12925 Riverside Drive, Sherman Oaks, CA 91423.
20.1 Entire Agreement; Order of Precedence. This Agreement, together with all Exhibits, Order Forms, and any other documents expressly incorporated herein by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous proposals, understandings, agreements, negotiations, and communications, whether written or oral. In the event of any conflict or inconsistency, the following order of precedence applies:
(a) the applicable Order Form;
(b) this Agreement; and
(c) any Exhibits or other referenced documents. Any terms or conditions stated in a purchase order, vendor registration portal, or other document provided by Customer will be of no force or effect unless expressly agreed to in writing by an authorized representative of Projectler.
20.2 Amendments. Projectler may modify this Agreement (including any Exhibits, policies, or documents incorporated by reference) at any time by posting an updated version on its website or notifying Customer by email. Unless otherwise stated, changes will become effective thirty (30) days after posting or notice, whichever is earlier, and Customer’s continued use of the Services after the effective date will constitute acceptance of the changes. Notwithstanding the foregoing, any changes to fees, payment terms, subscription term length, or scope of Services will require a written amendment signed by both parties. Any additional or conflicting terms in any Customer-issued document are expressly rejected and will be void unless agreed in writing by Projectler.
20.3 Force Majeure. Except for Customer’s payment obligations, neither party will be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, governmental actions, war, terrorism, civil unrest, labor disputes, power outages, failures of internet service providers or hosting providers, or other events of similar nature. The affected party will provide prompt notice and use commercially reasonable efforts to resume performance as soon as practicable.
20.4 Severability; Waiver. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any provision or right under this Agreement will be effective unless in writing and signed by an authorized representative of the waiving party. Failure to enforce any provision will not constitute a waiver of future enforcement of that provision or any other provision.
20.5 Independent Contractors. The parties are independent contractors. Nothing in this Agreement will be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties, and neither party has authority to bind the other.
20.6 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Signatures delivered electronically (including via PDF or e-signature platforms) will be deemed effective and binding for all purposes.
20.7 Automatic Acceptance by Use: Any access to, installation of, or use of the Projectler platform, in whole or in part, by the Customer shall constitute the Customer’s full and irrevocable acceptance of this Agreement as if it had been physically signed by both parties. Such use shall be conclusive evidence that the Customer has reviewed, understood, and agreed to all terms and conditions herein, without the need for any further signature, click-through, or written confirmation.
20.8 Unconditional Acceptance: By signing the Order Form and/or signing/executing the Credit Card Authorization Form, the Customer acknowledges and agrees that the Projectler Master Services & SaaS Subscription Agreement (“Terms & Conditions”) available at Projectler Website is automatically incorporated herein by reference and shall govern all services provided under the order form. Execution of either document shall constitute the Customer’s unconditional acceptance of the Terms & Conditions, regardless of whether the Customer separately signs the Agreement.
PRICING & PLANS
This Exhibit A forms part of the Agreement and will be superseded by any pricing stated in an Order Form executed by the parties.
Lead Generation: $100 per Lead delivered, billed immediately upon delivery.
Project Management SaaS Tiers: Customer will select one of the tiers below; fees are billed monthly in advance, non-refundable, renewing automatically unless cancelled in writing with 30 days’ notice:
SERVICE LEVEL AGREEMENT (SLA)
DATA PROCESSING ADDENDUM (SUMMARY)
ACCEPTABLE USE POLICY (AUP)
Customer agrees not to use the Services to:
(A) transmit malware or harmful code;
(B) infringe intellectual property or privacy rights;
(C) engage in illegal, deceptive, or abusive conduct;
(D) perform unauthorized security testing or reverse engineering;
(E) interfere with the integrity or performance of the Services; or
(F) send unsolicited or deceptive communications. Projectler may suspend access for violations of this AUP.
LEAD QUALITY & REPLACEMENT POLICY
Customer Misuse Provisions
Welcome to Projectler. By accessing and using our website, services, and products, you agree to comply with and be bound by these Terms and Conditions. These terms govern the use of our lead generation services for real estate and the sale of our AI-powered software for real estate project management. If you disagree with any part of these terms, you should not use our services or products.
We offer two main services:
We respect your privacy and are committed to protecting your personal information. Our Privacy Policy outlines how we collect, use, and protect your data. By using our services, you consent to the practices outlined in the Privacy Policy.
We reserve the right to suspend or terminate your access to our services or software if you violate these Terms and Conditions. Users can also terminate their subscription by following the cancellation instructions on our website.
We reserve the right to modify these Terms and Conditions at any time. Any changes will be posted on this page, and the date of the latest revision will be indicated at the top. Continued use of our services after changes are posted constitutes acceptance of the revised terms.
These Terms and Conditions are governed by the laws of any Jurisdiction. Any disputes will be resolved in the courts of any Jurisdiction.
For questions or concerns about these Terms and Conditions, please contact us at:
Whether you’re a contractor looking for consistent, high-quality leads or a project manager seeking an intelligent platform to oversee every aspect of your projects, Projectler is here to provide you with the tools and support needed for lasting success.
Our commitment to excellence is backed by years of industry experience and a proven track record.
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