VIGO LOGISTICS LLC
PREVENTIVE MAINTENANCE SERVICES AGREEMENT
Agreement Version: VL-PMSA-2026-01 | Version Date: September 25, 2026
This Preventive Maintenance Services Agreement (the "Agreement") is entered into and becomes effective on the date the Client accepts it electronically on the Company's client platform (the "Effective Date"), by and between:
THE COMPANY: VIGO LOGISTICS LLC, a Florida limited liability company, with its principal address at 1450 West 41st ST, Hialeah, FL 33012, holder of City of Hialeah Local Business Tax Receipt No. SER-010886 and Miami-Dade County Local Business Tax Receipt No. 7429694 ("Vigo Logistics" or the "Company").
THE CLIENT: The individual or legal entity that accepts this Agreement, either as owner of the residential units registered under this Agreement or as property manager or other authorized agent of the owner (the "Client"). Each residential unit registered by the Client on the Company's platform is a "Property." A person who accepts this Agreement on behalf of an owner or an entity represents and warrants that he or she has full authority to bind that owner or entity, and the owner or entity is bound by this Agreement. If that person lacks such authority, he or she is personally bound by the Client's obligations under this Agreement.
Both parties, acting in full use of their legal capacities, agree to be bound by the following clauses and conditions:
FIRST: PURPOSE AND NATURE OF THE SERVICES
1.1 Services. Vigo Logistics agrees to provide logistics coordination, periodic visual and operational checks, and preventive maintenance services, as described in the Client's selected Plan (collectively, the "Services"), for each Property located within the Service Area defined in Clause 12.1. The purpose of the Services is to help identify apparent faults early, support the Client's guest readiness and property ratings, and reduce routine operational wear and tear associated with short-term rental activity (Airbnb, VRBO, or similar). Each scheduled visit to a Property is a "Service Visit."
1.2 Nature of the Services. The Services are preventive and logistical in nature. They do not constitute an insurance policy, an extended warranty, a service or home warranty, a guarantee of results, or a full property management service. The Client remains responsible for the ownership, operation, repair, replacement, insurance, and legal compliance of each Property.
1.3 Not a Licensed Inspection. The Services are not a home inspection under Part XV of Chapter 468, Florida Statutes, and are not a code, engineering, mold, pest, or wood-destroying-organism inspection. They do not include a written professional opinion on the overall condition of any Property. The report posted after each Service Visit (a "Service Report") records only what Company personnel observed at the time of that visit.
SECOND: SUBSCRIPTION PLANS AND PRICING STRUCTURE
2.1 Subscription Fee. Each Property is subject to a fixed monthly fee based on the plan tier (Essential, Advanced, or Premium) and property-size category selected for that Property on the Company's platform at enrollment (the "Plan" and the "Subscription Fee").
2.2 Plan Description. The services included in and excluded from each Plan (including, for example, appliance checks, preventive plumbing checks, hot tub/pool checks, and Wi-Fi network checks) are described in the written plan description displayed to and accepted by the Client at enrollment (the "Plan Description"). The Plan Description in effect on the date of the Client's acceptance, identified by version number and date, is incorporated into this Agreement and will remain available to the Client in the Client Portal. Changes to a Plan Description apply to the Client only as provided in Clause 11.6.
The base subscription rates are as follows:
Plan Essential: (Emergency coordination in under 24 hours. Excludes labor and preventive plumbing).
Studio/1 Bedroom: $99.00 USD/month per unit
2 to 3 Bedrooms: $149.00 USD/month per unit
4 Bedrooms or Luxury: $199.00 USD/month per unit
Plan Advanced: (Emergency coordination in under 12 hours. Includes basic preventive plumbing checks).
Studio/1 Bedroom: $149.00 USD/month per unit
2 to 3 Bedrooms: $199.00 USD/month per unit
4 Bedrooms or Luxury: $299.00 USD/month per unit
Plan Premium: (Emergency coordination in under 4 hours. Unlimited inspections per turnover).
Studio/1 Bedroom: $229.00 USD/month per unit
2 to 3 Bedrooms: $349.00 USD/month per unit
4 Bedrooms or Luxury: $499.00 USD/month per unit
2.3 Taxes. Subscription Fees are stated in U.S. dollars, per Property, per month, and do not include any applicable sales or use taxes, which will be added where required by law.
2.4 Emergency Coordination. The emergency coordination times listed for each Plan are the target times within which the Company will begin coordinating a response (for example, dispatching Company personnel or contacting a qualified vendor) after the Client reports an urgent condition through the Client Portal or the Company's designated emergency channel. They are good-faith service targets, not guarantees of arrival, repair, or completion, and may be affected by vendor availability, weather, traffic, access, and the events described in Clause 7.8. Emergency coordination does not include labor, materials, or third-party charges, which are billed under the Third and Fourth Clauses unless expressly included in the Plan.
(Minor repairs included in the Premium Plan): Labor will be exclusively included for the following exhaustively listed tasks: tightening visible screws, lubricating hardware/locks, replacing light bulbs/batteries (with Client's supplies), cosmetic paint touch-ups (maximum area 1 square foot), and drywall patching (maximum diameter 2 inches), provided the task does not require a building permit or a license under Florida or local law.
Any task not detailed in this list or in the Plan Description will be considered an Extraordinary Repair subject to the Fourth Clause. For multi-property accounts, coverage for each Property begins only when the Company confirms activation of that Property in writing (including through the Client Portal) after receiving the portfolio at support@vigologisticsllc.com
THIRD: SUPPLY OF MATERIALS AND CONSUMABLES
3.1 Client's Responsibility. All replacement materials and basic consumables (including, but not limited to: AC filters, batteries for electronic locks or smoke detectors, light bulbs, toilet flappers, and water valves) are at the Client's expense. The Client agrees to maintain a reasonable stock of these supplies in a designated area within the Property. The Company is not responsible for conditions that result from the absence of required supplies.
3.2 Sourcing by Vigo Logistics. If a Property does not have the necessary consumables at the time of a Service Visit, the Company may purchase them to avoid interrupting the Property's operability, up to a maximum of $100.00 USD per Service Visit, per Property without prior authorization. Purchases above that amount require the Client's prior approval through the Client Portal, except for Emergency measures under Clause 7.5. The Client will be charged the purchase price of the materials excluding sales tax and delivery charges, plus a logistics management administrative surcharge ("Markup") of twenty percent (20%) of that purchase price, plus any applicable taxes and delivery charges. The receipt or proof of purchase will accompany the charge on the Client's invoice.
FOURTH: EXTRAORDINARY REPAIRS (ON-DEMAND)
4.1 Quotes. Any damage, breakdown, or anomaly that falls outside the coverage of the Client's Plan, or that requires specialized or licensed work (an "Extraordinary Repair"), will be quoted to the Client through a digital quote in the Client Portal (a "Quote"). Each Quote will separately identify: (a) labor to be performed by Company personnel, if any; (b) materials; (c) charges of any third-party contractor; and (d) the Company's markup. A Quote is valid for seven (7) calendar days; after that period, the Client must request an updated Quote.
4.2 Markup. The markup applied to labor for Extraordinary Repairs, including labor provided by third-party contractors, will not exceed twenty percent (20%) of the cost of that labor. Materials supplied for an Extraordinary Repair are charged as itemized in the approved Quote.
4.3 Approval and Changes. No Extraordinary Repair will be performed without the Client's prior digital approval of the Quote in the Client Portal, except for Emergency measures under Clause 7.5. If concealed conditions or other circumstances discovered during the work require a change in scope or price, the Company will pause the affected work, to the extent it is safe to do so, and request the Client's approval of a revised Quote.
4.4 Invoicing. Once approved work is completed, the total cost will be invoiced immediately, together with a description of the work performed and, when available, supporting photographs, and will be charged to the Client's authorized payment method. Licensed work is subject to Clause 7.4.
FIFTH: ACCESS POLICY AND FAILED VISITS (TRIP CHARGE)
Vigo Logistics will schedule Service Visits according to the occupancy calendars synchronized from the Client's platform (Airbnb/VRBO/PMS). The Client is responsible for keeping those calendars and connections accurate and current. If Company personnel arrive at a Property as scheduled and cannot enter or complete the visit for a reason attributable to the Client, its guests, its cleaning staff, or its other contractors (for example: incorrect access code not updated by the Client, a missing key or lockbox, denial of entry by building or HOA staff, a guest refusing to allow entry after check-out time, or cleaning staff blocking access), and the issue is not resolved within fifteen (15) minutes after the Company attempts to contact the Client, said visit will be considered completed and an administrative "Failed Visit" (Trip Charge) of $50.00 USD will apply to that scheduled Service Visit for that Property. This charge will not apply when the access failure is due to a calendar synchronization error on Vigo Logistics' platform or a cause attributable to the Company. The Client may dispute a Failed Visit charge within forty-eight (48) hours through the Portal. The Company will review any dispute in good faith and will reverse the charge if the access failure was not attributable to the Client.
SIXTH: TERM, BILLING, RECURRING PAYMENTS, CANCELLATION, AND TERMINATION
6.1 Term. This Agreement continues on a month-to-month basis for each Property until cancelled under Clause 6.4 or terminated under Clause 6.6.
6.2 Automatic Billing. By accepting this Agreement, the Client authorizes the Company to charge the Subscription Fee for each Property automatically, in advance, on the same day of each month as the subscription activation date, together with other charges approved or authorized under this Agreement, to the credit card or electronic payment method the Client has authorized on the billing platform (currently Squarespace Commerce/Stripe). This authorization remains in effect until the Client cancels under Clause 6.4.
6.3 Service Suspension. A failed or rejected automatic payment will generate an immediate notification to the Client with a grace period of three (3) business days to regularize the payment. Once this period has elapsed without regularization, the Service Visit schedule will be suspended until the account is fully current. During suspension, the Company has no obligation to perform Service Visits or emergency coordination and is not responsible for conditions that arise or go undetected during the suspension. If the account remains past due for thirty (30) days, the Company may terminate this Agreement on notice.
6.4 Cancellation Policy and Automatic Renewal. THIS IS A MONTHLY SUBSCRIPTION THAT RENEWS AUTOMATICALLY EACH MONTH UNTIL CANCELLED. The Client may cancel its subscription or remove any Property at any time through the Client Portal, using a cancellation mechanism as simple as the one used to enroll ("click to cancel"). To avoid the next monthly charge, cancellation or removal must be submitted at least fifteen (15) days before the next billing date; a request submitted later takes effect at the end of the following billing cycle. Services continue through the end of the last paid billing cycle. No partial refunds will be made for monthly periods already billed, except where required by law. The Company will disclose these automatic renewal terms clearly and conspicuously before the Client accepts this Agreement, consistent with Section 501.165, Florida Statutes, and applicable federal law, including the Restore Online Shoppers' Confidence Act (15 U.S.C. s. 8401 et seq.).
6.5 Price Changes. The Company may change Subscription Fees or other standard charges for future billing cycles by giving the Client at least thirty (30) days' notice through the Client Portal or by email. If the Client does not accept a change, the Client may cancel before the change takes effect without further charge.
6.6 Termination by the Company. The Company may terminate this Agreement, or discontinue service for a Property: (a) for convenience, on thirty (30) days' notice; or (b) immediately on notice if the Client fails to pay as required, materially breaches this Agreement, fails to provide safe and lawful access, or if a Property presents conditions the Company reasonably considers unsafe for its personnel. If the Company terminates for convenience, it will refund any prepaid Subscription Fees for the period after termination.
6.7 Effect of Termination. Upon cancellation or termination: (a) all amounts owed for Services, materials, and approved work performed before the effective date become due; (b) the Company will return keys and physical access devices and request revocation of digital access codes as provided in the Eighth Clause; and (c) this Clause 6.7, the Seventh, Ninth, Tenth, Eleventh, and Twelfth Clauses, and all payment obligations survive.
SEVENTH: SCOPE LIMITATIONS, RISK ALLOCATION, AND LIMITATION OF LIABILITY
THE CLIENT SHOULD READ THIS CLAUSE CAREFULLY. IT DEFINES WHAT THE SERVICES DO AND DO NOT COVER, AND IT LIMITS THE AMOUNT THE CLIENT MAY RECOVER FROM THE COMPANY, INCLUDING FOR THE COMPANY'S OWN NEGLIGENCE.
7.1 Nature of the Service. The Client acknowledges that Vigo Logistics provides a preventive and logistical service. The Company does not insure any Property and does not assume responsibility for failures, losses, or damage that the Company did not cause, including unforeseen failures of air conditioning or other systems, hidden construction defects, major leaks, main pipe bursts, theft by persons other than Company personnel, or damage caused by the negligent, malicious, or accidental conduct of guests, occupants, or other third parties. The Client is responsible for maintaining adequate property, liability, and loss-of-rental-income insurance for each Property.
7.2 Limits of Service Visits. Service Visits are non-invasive and are limited to the systems, components, and areas listed in the Plan that are readily accessible and observable at the time of the visit. Company personnel do not dismantle equipment; open walls, ceilings, or floors; move heavy furnishings; test concealed piping, wiring, ductwork, or structural elements; or perform engineering or laboratory testing. The reliability of any system depends on its age, condition, installation, maintenance history, and use. Except to the extent a loss is directly caused by Company personnel's negligent performance of a task they actually performed, the Company is not responsible for identifying or preventing, and is not liable for losses caused by: (a) latent defects or concealed conditions; (b) conditions not reasonably observable during a visit within the Plan's scope; (c) intermittent conditions that do not occur during the visit; (d) failures that occur after a visit; (e) normal wear and tear, age, or end of useful life; (f) guest, occupant, or third-party conduct, misuse, or abuse; (g) deferred maintenance or the Client's decision not to act on a reported condition or recommendation; (h) pre-existing conditions; (i) work performed by the Client or by contractors not engaged through the Company; or (j) weather, flooding, power surges, utility interruptions, or other external events. The cost to repair or replace systems or components that fail for any of these reasons is the Client's responsibility. The Services do not replace evaluation by a licensed professional where one is required or advisable.
7.3 No Guarantee of Continued Operation; Disclaimer. A Service Report stating that a system or component appeared to be operating, or that no issue was observed, describes only the conditions observed at the time of the visit. It is not a warranty, guarantee, or certification that the system or component is free of defects or will continue to operate after the visit. The Company will perform the Services it undertakes in a workmanlike manner and with reasonable care. EXCEPT AS STATED IN THE PRECEDING SENTENCE, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If a Service Visit is not performed as required by this Agreement, the Client's first remedy is re-performance of that visit at no additional charge, which the Client must request within ten (10) days after the Service Report is posted.
7.4 Licensed Work and Independent Contractors. The Company performs directly only work that, under Florida law and applicable local ordinances, does not require a professional or trade license, or work for which the Company holds the required license. Work that requires a license (for example, HVAC, electrical, plumbing, roofing, structural, or general contracting work) will be performed only by independent contractors who represent that they hold the licenses and insurance required for that work ("Licensed Contractors"). In arranging such work, the Company acts as a logistical coordinator ; it does not itself perform the licensed work, direct the Licensed Contractor's technical means and methods, or warrant the Licensed Contractor's work. Licensed Contractors are solely responsible for their licensed work, permits, workmanship, and warranties, and the Company will make available to the Client any warranty or rights the Company receives from them, to the extent assignable. The Company's responsibility regarding Licensed Contractors is limited to using reasonable care in selecting them, including confirming that they hold an active license where one is required.
7.5 Emergencies. An "Emergency" is a condition the Company reasonably believes presents an imminent risk of injury to persons or of material damage to a Property or neighboring units (for example, an active water leak, suspected gas leak, fire or smoke, electrical hazard, or unsecured entry). In an Emergency, the Company is authorized, but not required, to take reasonable and proportionate protective measures without prior approval, such as: shutting off the water supply at a main or fixture valve; turning off or isolating an appliance or circuit where it is safe to do so; contacting emergency services, the gas or electric utility, or building management; securing doors, windows, or openings; and engaging an emergency vendor to stop or contain the damage. The Company will not attempt gas-line or electrical repairs itself. Emergency expenses incurred without the Client's prior approval may not exceed $300 per Emergency (the "Emergency Spending Limit"). Expenses above that limit require the Client's approval; if the Client cannot be reached, the Company will limit its measures to stopping or containing the hazard within the Emergency Spending Limit. The Company will notify the Client as soon as reasonably practicable, document the measures taken with photographs when feasible, and charge the related costs under the Third and Fourth Clauses. The Company is not liable for the consequences of reasonable, good-faith Emergency measures (such as interruption of water or power service, guest inconvenience, or cancelled bookings), except to the extent caused by its gross negligence or willful misconduct.
7.6 Company Insurance. During the term of this Agreement, the Company will maintain commercial general liability insurance with limits of not less than $2,000,000.00 USD per occurrence. Any employee dishonesty, fidelity, or crime coverage the Company maintains for personnel with access to keys, access codes, or property entry devices applies only as stated in the Company's policy documents and Certificate of Insurance. All coverage is subject to the terms, conditions, limits, and exclusions of the applicable policies. The Client may request a current Certificate of Insurance at any time. The Company's insurance does not expand the Company's liability under this Agreement or make the Company an insurer of any Property.
7.7 Limitation of Liability.
(a) Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROVIDED IN CLAUSES 7.7(c) AND 7.7(d), THE TOTAL AND CUMULATIVE LIABILITY OF THE COMPANY AND ITS MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING THE COMPANY'S OWN NEGLIGENCE), WARRANTY, STATUTE, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO THE COMPANY UNDER THIS AGREEMENT FOR THE AFFECTED PROPERTY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM (THE "LIABILITY CAP"). THE LIABILITY CAP APPLIES TO ALL CLAIMS IN THE AGGREGATE, NOT PER CLAIM, AND INCLUDES ANY CLAIM THAT THE COMPANY FAILED TO OBSERVE, DETECT, REPORT, OR PREVENT ANY CONDITION.
(b) Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST RENTAL INCOME, LOST OR CANCELLED BOOKINGS, GUEST REFUNDS, GUEST RELOCATION OR COMPENSATION, PLATFORM PENALTIES, LOSS OF RATINGS OR REVIEWS, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR DIMINUTION IN PROPERTY VALUE, EVEN IF THE COMPANY WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
(c) Bodily Injury and Property Damage Caused by Company Personnel. For claims for bodily injury, death, or physical damage to tangible property to the extent directly caused by the negligent acts of Company employees while at a Property, the Company's liability is limited to the greater of the Liability Cap or the amount actually paid for that claim under the commercial general liability insurance described in Clause 7.6.
(d) Exceptions. THE LIABILITY CAP AND THE EXCLUSIONS IN CLAUSE 7.7(b) DO NOT APPLY TO LIABILITY ARISING FROM THE FRAUD, GROSS NEGLIGENCE, OR WILLFUL OR INTENTIONAL MISCONDUCT OF THE COMPANY OR ITS EMPLOYEES, TO THEFT BY COMPANY EMPLOYEES, OR TO ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. THEY DO APPLY TO THE COMPANY'S ORDINARY NEGLIGENCE.
(e) Independent Contractors. Claims arising from work performed by Licensed Contractors or other independent contractors must be pursued against those contractors. The Company's liability relating to that work is limited to its own failure to use reasonable care in selecting the contractor and is subject to the Liability Cap.
(f) Insurance First; Waiver of Subrogation. The Client will look first to its own property insurance for any loss to a Property. To the extent permitted by the Client's policies without impairing coverage, the Client waives, and will cause its property insurers to waive, any right of subrogation against the Company for losses covered by that insurance, except for claims described in Clause 7.7(d).
(g) Allocation of Risk. The Client acknowledges that the Subscription Fees reflect this allocation of risk, that the Company would not provide the Services at these prices without these limitations, and that the Client had the opportunity to review them before accepting this Agreement.
(h) Notice of Claims. The Client will notify the Company in writing promptly, and where practicable within ten (10) days, after discovering any loss for which it may seek recovery, and will give the Company a reasonable opportunity to inspect before repairs are made, other than emergency mitigation. Late notice reduces the Client's recovery only to the extent the Company is prejudiced by the delay.
7.8 Force Majeure. The Company shall not be liable for delays or failures to perform resulting from events beyond its reasonable control, including, but not limited to, hurricanes, named storms, flooding, evacuation orders, prolonged power or utility outages, epidemics, government orders, labor or vendor shortages, or other declarations of emergency in Miami-Dade or Broward Counties. In such cases, the Service Visit schedule will resume as soon as conditions reasonably permit, without penalty to the Company. If a force majeure event prevents Service Visits to a Property for more than thirty (30) consecutive days, either party may cancel service for that Property on notice without further charge.
EIGHTH: PROPERTY ACCESS, CLIENT RESPONSIBILITIES, AND CONDOMINIUM RULES COMPLIANCE
The Client authorizes the Company, its duly identified personnel, and Licensed Contractors engaged under this Agreement, to access the Property for the purpose of performing the Services, using the access method designated by the Client (lockbox, smart lock, temporary code, or physical key).
The Client is responsible, at its own cost, for: (a) providing and maintaining valid, working access credentials (lockbox, smart lock, codes, keys, fobs, gate or garage access); (b) informing the Company in writing of any HOA, condominium, or building rules, permitted access hours, security or contractor registration requirements, and insurance certificates required for entry, and obtaining any HOA or building approval required for Company personnel and contractors; (c) providing accurate and current information about each Property, its occupancy, its systems, and any known hazards, defects, or prior repairs (including known leaks, mold, electrical problems, pests, or animals); (d) ensuring that its guest rental terms permit entry by service personnel and informing guests as appropriate; and (e) complying with all laws, HOA rules, and rental-platform rules that apply to the short-term rental of each Property.
The Company will keep a digital log (logbook) of each access to the Property, with date, time, and assigned personnel, available for the Client's consultation in the Portal.
In the case of smart locks or temporary codes, the Company agrees not to share such codes with personnel outside the service and to request their revocation or change upon termination of any working relationship with a technician. The Company will hold keys and codes securely, will not label keys with Property addresses, and will return keys and request revocation of codes within ten (10) days after this Agreement ends. If a key or access device is lost while in the Company's custody, the Company's responsibility for that loss is limited to the reasonable cost of rekeying or reprogramming the affected lock or device.
NINTH: CONFIDENTIALITY AND DATA PROTECTION
9.1 The Company agrees to safeguard the confidentiality of the Property access information (codes, keys, credentials), the personal data of the Client and its guests, and any financial information shared through the platform, using it exclusively for the purposes of this Agreement and refraining from disclosing it to unauthorized third parties, except as required by law.
9.2 The Company will: (a) maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the information, including limiting access to personnel and contractors who need it to perform the Services and who are bound by confidentiality obligations; (b) notify the Client without undue delay after confirming unauthorized access to or disclosure of the Client's access credentials, so the Client can change them; and (c) delete or return access credentials within thirty (30) days after this Agreement ends, except records the Company must keep by law or for legitimate business, tax, or dispute purposes.
9.3 Payment card information is processed through the Company's third-party payment processors.
9.4 The Company may take photographs and notes at each Property as needed to document the Services and will avoid photographing guests or their personal belongings except incidentally. Personal information is further handled as described in the Company's Privacy Policy at https://www.vigologisticsllc.com .
TENTH: INDEMNIFICATION
10.1 To the extent permitted by law, the Client will defend, indemnify, and hold harmless the Company and its members, managers, employees, and agents from and against any third-party claim, demand, fine, penalty, loss, damage, or expense (including reasonable attorneys' fees and costs) to the extent arising from: (a) the use or occupancy of any Property by the Client's guests, tenants, invitees, or other occupants; (b) the condition of any Property, including latent defects, pre-existing conditions, and hazards the Client knew of and did not disclose; (c) the Client's failure to disclose HOA, condominium, or building rules or to obtain required access approvals under the Eighth Clause; (d) inaccurate or incomplete information provided by the Client about any Property, its occupancy, or its systems; (e) instructions given by the Client, including instructions to defer, decline, or limit recommended work; (f) the Client's failure to maintain required supplies or to act on a condition reported by the Company; (g) unauthorized access to a Property through credentials controlled by the Client or by third parties other than the Company; (h) the acts or omissions of contractors or vendors engaged directly by the Client; or (i) the Client's violation of any law, HOA rule, or rental-platform rule, or breach of this Agreement.
10.2 Exclusions. The Client's obligations under Clause 10.1 do not apply to the extent a claim is caused by the negligence, gross negligence, or willful misconduct of the Company or its employees. Claims arising from the work of Licensed Contractors or other independent contractors engaged through the Company are governed by Clause 7.7(e).
10.3 Procedure. The Company will give the Client prompt notice of any claim for which it seeks indemnification (a delay relieves the Client only to the extent it is prejudiced) and may participate in the defense with counsel of its choice at its own expense. The Client may not settle any claim in a way that imposes obligations on the Company or admits fault by the Company without the Company's written consent.
10.4 Relationship to Liability Cap. The Liability Cap in Clause 7.7 limits the Company's liability. It does not limit the Client's obligations under this Clause.
ELEVENTH: GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement, together with the Plan Description accepted at enrollment and any Quotes approved by the Client, constitutes the entire agreement between the parties and supersedes any prior understanding, oral or written, regarding its subject matter. If there is a conflict, this Agreement controls over the Plan Description, and an approved Quote controls only as to the price and scope of the work it describes.
11.2 Severability. If any clause of this Agreement is declared invalid or unenforceable by a competent authority, the remaining clauses shall remain in full force and effect. If any limitation of liability, disclaimer, or exclusion is held unenforceable in part, it will be enforced to the maximum extent permitted by law.
11.3 Assignment. The Company may assign this Agreement without the Client's consent to an affiliate or to a successor entity in the event of a sale, merger, or reorganization of the business, with notice to the Client. The Client may not assign this Agreement to a third party without the prior written consent of the Company. If the Client sells or transfers a Property, or its management of a Property ends, the Client must remove that Property through the Client Portal under Clause 6.4; a new owner or manager must accept this Agreement separately to receive Services.
11.4 Notices. All notices between the parties shall be made through the Client Portal or to the email address registered on the platform, unless this Agreement expressly provides for another method. Notices to the Company of claims, disputes, or termination must also be sent to logisticsvigo2025@vigologisticsllc.com and to the Company's principal address stated above. An email notice is effective when sent, unless the sender receives a delivery-failure message.
11.5 Independent Contractor. The Company is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or fiduciary relationship. Except for the limited authority expressly granted in Clauses 3.2, 7.4, and 7.5, the Company is not the Client's agent.
11.6 Amendments. The Company may update this Agreement or a Plan Description by giving the Client at least thirty (30) days' notice. Changes to pricing or Plan features take effect at the start of the next billing cycle after the notice period, and the Client may cancel before they take effect. Changes to the Seventh, Tenth, or Twelfth Clauses bind an existing Client only after the Client affirmatively accepts them in the Client Portal; until then, the prior version continues to apply to that Client.
11.7 No Waiver. A party's failure or delay in enforcing any provision is not a waiver of that provision or of any other right.
11.8 Language. If this Agreement is provided in any language other than English, the English version controls.
TWELFTH: GOVERNING LAW, DISPUTE RESOLUTION, AND VALIDITY OF DIGITAL SIGNATURE
12.1 Governing Law; Service Area. This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The Services are provided only for Properties located in Miami-Dade and Broward Counties, Florida (the "Service Area").
12.2 Negotiation and Mediation. Before starting any lawsuit, a party must give the other written notice describing the dispute, and the parties will attempt in good faith to resolve it for thirty (30) days. If the dispute is not resolved, the parties will submit it to non-binding mediation before a Florida Supreme Court certified circuit civil mediator in Miami-Dade County, with the mediator's fees shared equally, and the parties will participate in good faith. If the dispute is not resolved within sixty (60) days after the mediation request, either party may file suit. These steps do not apply to: (a) the Company's collection of undisputed amounts; (b) claims within the jurisdiction of small claims court; or (c) requests for temporary injunctive relief to protect confidential information, access credentials, or property.
12.3 Venue. Any lawsuit arising out of or relating to this Agreement will be brought exclusively in the state courts located in Miami-Dade County, Florida, and the parties consent to the jurisdiction and venue of those courts.
12.4 Attorneys' Fees. In any lawsuit arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, including on appeal.
12.5 Jury Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
12.6 Electronic Signature. Both parties expressly agree that the electronic acceptance of this Agreement (by checking the mandatory "I Accept the Terms and Conditions" box during the online checkout process, or by the digital touch signature within the Client Portal) constitutes a binding signature with full legal effect under the Florida Electronic Signature Act (Chapter 668, Florida Statutes, including the Uniform Electronic Transaction Act, Section 668.50) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. s. 7001 et seq.). The Client consents to receive this Agreement, notices, invoices, and other communications electronically.
12.7 Record of Acceptance. The Company will make this Agreement and the applicable Plan Description available for review before acceptance and in downloadable form after acceptance, and will keep an electronic record of each acceptance, including the Client's name and email address, the accepting person's name and capacity, the date and time of acceptance, the Agreement version, the Plan and property-size category selected, the Subscription Fee accepted, and the Properties enrolled.
DECLARATION OF ACCEPTANCE
By checking the acceptance box and completing enrollment on the payment platform or Client Portal, the Client declares that it has read, understood, and fully accepted the terms, prices, and conditions set forth in this Vigo Logistics LLC Preventive Maintenance Services Agreement, and specifically acknowledges: (a) the automatic monthly renewal and cancellation terms in Clause 6.4; (b) the scope limitations and limitation of liability in the Seventh Clause; and (c) the jury trial waiver in Clause 12.5. The person accepting represents that he or she is authorized to bind the Client and, if applicable, the owner of each Property.
Agreement Version: VL-PMSA-2026-01