Professional Services Agreement
Terms and Conditions

READ THIS PROFESSIONAL SERVICES AGREEMENT TERMS AND CONDITIONS (“AGREEMENT”) CAREFULLY. THIS AGREEMENT CONTAINS THE UNDERSTANDING BETWEEN LATCH SYSTEMS, INC. (“LATCH”) AND YOU (TOGETHER WITH THE ENTITY FOR WHICH YOU USE THE PROFESSIONAL SERVICES, THE“CUSTOMER”). THIS AGREEMENT INCLUDES AND INCORPORATES THE BELOW TERMS AND CONDITIONS AND ORDERING DOCUMENTS (AS DEFINED BELOW). YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT UNDER ALL APPLICABLE LAWS AND ON BEHALF OF CUSTOMER. BY SIGNING THE ORDERING DOCUMENTS OR BY USING THE PROFESSIONAL SERVICES, YOU WILL CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE CUSTOMER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS IN THIS AGREEMENT, YOU SHOULD NOT SIGN THE ORDERING DOCUMENT AND YOU ARE PROHIBITED FROM ACCESSING OR USING THE PROFESSIONAL SERVICES.

- Definitions. Certain definitions used in this Agreement are set forth below, other capitalized terms used herein shall have the respective meanings set forth elsewhere in this Agreement.
- - 1.2 “Pay Per Visit Services” means Professional Services that are purchasedpursuant to the then current Rate Card, on a one-off basis.
  - 1.3 “Customer Data” means all data and other content provided by Customer to Latch in connection with the provision of Professional Services, but excluding, for clarity, any aggregated or anonymized data derived from such data.
  - 1.4 “SubscriptionFee” means the subscription fee amount set forth in the Ordering Document.
  - 1.5 “Properties”means properties owned or managed by Customer set forth in the OrderingDocument.
  - 1.5 “Ordering Document” means the mutually agreed upon order forms for Professional Services signed by authorized representatives of Latch and Customer, each of which will incorporate the terms and conditions of and be deemed to be a part of this Agreement.
  - 1.6 “Hardware”means Latch’s proprietary electronic lock or other access device(s).
  - 1.7 “Software”means software provided by Latch, including Latch’s web-based access management platform (“Platform”), websites, and mobile application (“App”).
  - 1.8 “Professional Services” means the Aftercare Services,Maintenance Services, Technical Account Manager Services (as those terms are defined in the Service Level Agreement set forth in the Ordering Document) and Pay Per Visit Services provided by Latch in connection with supporting Latch Hardware and Software and certain Third Party Products.
  - 1.9 “Rate Card” means the then current pricing for Pay Per Visit Services, as updated and distributed by Latch from time to time.
  - 1.10 “Service Request” means a Customer request for Professional Services under this Agreement. Pay Per Visit Services, as updated and distributed by Latch from time to time.
  - 1.11 “Subscription Period” shall mean the subscription period set forth in the Ordering Document.
  - 1.12 “Subscription Start Date” means the subscription start date set forth in the Ordering Document.
  - 1.13 “Third-Party Product” means any hardware, software, or other goods manufactured or supplied by third parties, including smart home devices, that are intended to be used in combination with or alongside the Latch products or Hardware.
- Professional Services.
- 1. 2.1 Access. Customer hereby grants Latch and its subcontractors authority to enter Customer’s premises for the provision of Professional Services. Customer further authorizes Latch to access power, telephone or other utility as reasonably required for the provision of Professional Services. Customer shall provide a premise that is safe, clean and suitable for the provision of Professional Services by Latch.
  2. 2.2 Subscription. Subject to all the terms of this Agreement, including the payment of all applicable fees, Latch agrees to provide the Professional Services selected by the Customer during the Subscription Period.
  3. 2.3 Pay Per Visit Services. Customer may elect to purchase Pay Per Visit Services at the prevailing rates on the then current Rate Card.
  4. 2.4 Additional Materials. Additional materials may be required for Latch to properly perform the requested Professional Services or Pay Per Visit Services. Latch agrees to inform Customer which Additional Materials are required to complete the work and Customer agrees that Latch will invoice the cost of such Additional Materials.
  5. 2.5 Customer Data. Customer hereby grants Latch a worldwide, perpetual, sublicensable, nonexclusive, royalty-free subscription to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit the Customer Data in connection with operating and improving the Professional Services.
  6. 2.6 CustomerTrademarks. Customer hereby grants Latch a worldwide, perpetual, nonexclusive, royalty-free subscription to use, copy, reproduce, perform, display, distribute and transmit Customer’s trademarks for marketing and promotional purposes.
Additional Terms. Customer agrees to abide by any additional terms of service provided or posted by Latch and associated with the Professional Services, including without limitation, to the extent applicable, the Terms of Service available at https://www.latch.com/terms-of-service (“Terms of Service”), Privacy Policy available at https://www.latch.com/privacy-policy (“Privacy Policy”), Service Level Agreement at https://www.latch.com/services-sla (the “Service Level Agreement”) and such other terms, conditions and instructions that may be provided by Latch from time to time, each of which are hereby incorporated by reference.
Restrictions. Service Requests for Aftercare Services are limited to annual Service Requests equivalent to 12% of the total units covered by the Order Form. For example, a subscription for 200 units equals 24 Aftercare Service Requests per year (“Service Request Cap"). All Service Requests in addition to the Service Request Cap will be subject to the then current Rate Card pricing. Customer agrees to ensure that there is no breach, compromise, or violation by Customer’s employees, consultants, agents, customers, suppliers or independent contractors, of such obligations.
1. Ownership.
2. 5.1 Customer. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Customer (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to Customer Data.
3. 5.2 Latch. No license is granted and Latch (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to all Latch trademarks, names, logos, all rights to patent, copyright, trade secret and other proprietary or intellectual property rights.
4. 5.3 Feedback. Customer acknowledge that any suggestions, ideas, comments or other feedback (“Feedback”) Customer provides to Latch regarding the Professional Services shall become Latch’s sole and exclusive property without any compensation to Customer, and Latch may, in its sole discretion, decide whether and how to use such Feedback. Customer hereby assigns to Latch all of Customer’s right, title and interest in the Feedback, including but not limited to all intellectual and proprietary rights.
1. Fees and Payment.
2. 6.1 Fees. Upon execution of this Agreement, Customer shall pay Latch the Subscription Fees as set forth in the Ordering Document, in accordance with the terms set forth therein. All payments shall be made in US Dollars. Any payments more than 30 days overdue will bear a late payment fee of 1.5% per month, or, if lower, the maximum rate allowed by law. Should Customer elect to pay the Subscription Fees using a credit card, Customer authorizes Latch or a third-party payment processor to charge you for any recurring Subscription Fees under this Agreement. By initiating a payment, Customer agrees to the pricing, payment and billing policies applicable to such fees and charges. All payments are non-refundable and non-transferable except as expressly provided.
3. 6.2 Taxes. Prices do not include any tax, value added tax or other governmental charge or assessment on the sale, shipment, production or use of any products sold to Customer hereunder. Customer agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon Latch’s net income.
4. 6.3 Fee Changes. Latch reserves the right to change the fees due for the Professional Services upon notice to Customer; provided that such change will not become effective until the next Renewal Term (defined below). Upon receipt of such notice, if Customer does not agree to such fee change, Customer may terminate this Agreement in accordance with Section 15.1, with such termination to become effective as of the next Renewal Term.
Privacy. Personal information Customer provides to Latch in connection with the provision of the Professional Services, including any end user personal data, will be collected and used in accordance with the Latch Privacy Policy. By entering into this Agreement Customer agrees to the collection and use of Customer’s information as set forth in the Privacy Policy.
Warranties. Each party represents that it has full power, right and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to the other party herein.
Exclusions/Restrictions. Latch Professional Services will be performed pursuant to the Service Level Agreement set forth in the Ordering Document. Professional Services are only available for Latch hardware and firmware, and those Third-Party Products that were sold and installed by Latch. Professional Services performed on Third-Party Products that were not sold by Latch may incur additional fees, including hardware or product costs.
Indemnity. Customer shall defend, indemnify and hold harmless Latch and its employees, from any third-party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Customer’s use of the Professional Services in a manner that does not comply with the terms of this Agreement.
Warranty Disclaimer. THE PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND LATCH DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE PROFESSIONAL SERVICES IS AT CUSTOMER’S SOLE RISK. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LATCH NOR ITS SUPPLIERS, AGENTS, DISTRIBUTORS, OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY FOR ANY (A) COST OF PROCUREMENT OF SUBSTITUTE GOODS, PROFESSIONAL SERVICES OR TECHNOLOGY; (B) INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOSS OF REVENUES AND LOSS OF PROFITS OR (C) ANY AMOUNTS THAT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID BY CUSTOMER FOR THE PROFESSIONAL SERVICES THAT CAUSED SUCH DAMAGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM ARISING. THE FOREGOING SHALL APPLY EVEN IF LATCH KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
1. Term; Termination.
2. 13.1 Term; Termination. This Agreement shall commence on the Effective Date set forth on the Ordering Document and continue until the Subscription End Date, unless terminated earlier as described in this Section 13 (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for additional subsequent terms that are equal in length to the Subscription Period (each, a “Renewal Term”), unless and until (a) either party provides the other party of written notice of its intent not to renew at least 90 days prior to the end of the then-current term or (b) Customer selects a different Subscription Period term by providing Latch of written notice thereof at least 90 days prior to the end of the then-current term. Either party may terminate this Agreement upon written notice for the other party’s material breach, provided, however, that the terminating party has given the other party at least 30 days’ written notice of and the opportunity to cure the breach. Furthermore, Latch may terminate this Agreement for Customer’s failure to pay any amounts due pursuant to this Agreement within 30 days of such payment becoming due. Termination for breach will not alter or affect the terminating party’s right to exercise other remedies for breach.
3. 13.2 Effect of Termination. Upon termination of this Agreement, Customer agrees to pay Latch all amounts due or accrued as of the date of such termination. Upon termination of this Agreement, or either party’s request at any time, (a) each party shall return to the other party or destroy (and so certify to the other party) any Confidential Information obtained from the other party and (b) Customer’s subscription to the Professional Services will terminate. Sections 2.5, 3, 4,6 (to the extent any payment obligations remain outstanding), 11-13 and 15-16 shall survive any termination or expiration of this Agreement. For clarity, there will be no refunds in the event this Agreement is terminated.
1. Confidential Information.
2. 14.1 Definition. Each party agrees that the business, technical and financial information of the other party, including without limitation, all software, source code, inventions, algorithms, know-how and ideas, that is designated in writing as confidential, or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of the disclosing party and its licensors (“Confidential Information”). Confidential Information does not include information that (a) is previously rightfully known to the receiving party without restriction on disclosure; (b) is or becomes known to the general public, through no act or omission on the part of the receiving party; (c) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation or (d) is independently developed by the receiving party. Latch’s Confidential Information shall include the Professional Services and all documentation and the terms and conditions of this Agreement.
3. 14.2 Confidentiality. Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information other than in accordance with this Agreement and shall similarly bind its employees, consultants, independent contractors, and clients in writing or ensure such employees, consultants, independent contractors, and clients are similarly bound by existing agreement, law, or fiduciary duty. For the avoidance of doubt, Latch may use Customer’s Confidential Information in connection with providing the Professional Services.
4. 14.3 Return of Confidential Information. Upon the expiration or termination of this Agreement, all of the Confidential Information (including any copies) will be returned to the disclosing party or, at the option of the disclosing party, destroyed (and so certified to the disclosing party), and receiving party will make no further use of such materials.
5. 14.4 Required Disclosure. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor.
6. 14.5 Relief. Money damages will not be an adequate remedy if this Section 14 is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.
Governing Law; Jurisdiction & Venue. This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York without taking into account its principles on conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the federal and state courts located in New York, NY and both parties hereby consent to such jurisdiction and venue for this purpose.
Miscellaneous. This Agreement, together with the Terms of Service and Privacy Policy and any other applicable documentation provided to Customer by Latch, are the entire agreement between Customer andLatch with respect to the Professional Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Latch with respect to the Professional Services. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. This Agreement is personal to Customer, and is not assignable, transferable or sublicensable by Customer except with Latch’s prior written consent. Latch may assign, transfer or delegate any of Latch’s rights and obligations hereunder without consent. Latch shall not be liable for any failure to perform Latch’s obligations hereunder where such failure results from any cause beyond Latch’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when electronically delivered, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to legal@latch.com. Latch’s failure to enforce any part of this Agreement shall not constitute a waiver of Latch’s right to later enforce that or any other part of this Agreement. In order for any waiver of this Agreement to be binding, Latch must provide Customer with written notice of such waiver through one of Latch’s authorized representatives. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.

Professional Services Agreement Terms and Conditions

Professional Services Agreement
Terms and Conditions