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SUBSCRIPTION SERVICES AGREEMENT

COMMERCIAL & RESIDENTIAL ROBOTIC MOWING SERVICES

THIS SUBSCRIPTION SERVICES AGREEMENT (this “Agreement”) is entered into as of the date of electronic execution or execution of the accompanying Service Order Form (the “Effective Date”), by and between PIERPORT LAWNS, LLC, a Michigan limited liability company (“Company”), and the individual or entity identifying itself as the subscriber on the applicable Service Order Form (“Subscriber”). Company and Subscriber may collectively be referred to herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Company provides technology-driven property maintenance services, utilizing proprietary autonomous robotic mowing fleets, digital property layout mapping, and automated boundary configuration tools; and

WHEREAS, Subscriber desires to retain Company to provide automated mowing and property care services for designated real property assets, and Company agrees to provide such services subject to the strict terms, covenants, and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

SECTION 1: ONBOARDING, SPECIFICATION OF SERVICES & SCALING

1.1 Mandated Consultative Onboarding. Subscriber explicitly acknowledges that all service configurations are strictly contingent upon the execution of Company’s standardized onboarding protocol, designated as the “Step One Property Consultation and Digital Mapping Assessment” (the “Step One Consult”). No physical hardware deployment or service scheduling shall occur prior to the completion of the Step One Consult.

1.2 Boundary and Tier Definition. All service boundaries, operational grid zones, pricing matrices, and recurring monthly subscription tiers shall be established based exclusively on the telemetry and surface metrics derived during the Step One Consult. The resulting layout parameters shall be incorporated into Subscriber’s custom service profile.

1.3 Billing and Service Cycles. By executing a subscription tier, Subscriber authorizes Company to execute recurring, non-refundable monthly billings against Subscriber's designated payment instrument. All subscription fees are billed in advance of service delivery. Company operates on a strict zero-refund policy for partial billing periods.

1.4 Scope and Acreage Modifications. In the event Subscriber alters the physical landscape, introduces permanent obstructions, or requests an expansion of the operational acreage or boundary zones to be serviced by Company's autonomous fleet, the account shall be subject to immediate administrative review. Company reserves the right to unilaterally adjust Subscriber's subscription tier and billing rate to match the revised spatial requirements.

SECTION 2: HARDWARE ALLOCATION, SITE CONDITIONS & LIABILITIES

2.1 Deployment of On-Site Fleet Assets. Company may locate, install, and store certain physical assets, including but not limited to autonomous robotic mowers, automated docking infrastructure, telecommunications transceivers, and boundary signaling hardware (collectively, the “Fleet Assets”), on Subscriber's real property. Title to and ownership of all Fleet Assets shall remain exclusively with Company at all times.

2.2 Electrical Access and Site Requirements. Subscriber shall provide a continuous, uninterrupted, and safe supply of electrical power to the designated docking infrastructure at Subscriber's sole cost and expense. Subscriber shall maintain the designated service zones free of debris, foreign objects, biological hazards, large toys, or unmarked subterranean installations that could jeopardize the mechanical integrity of the Fleet Assets.

2.3 Security, Tampering, and Asset Protection. Subscriber shall implement reasonable measures to prevent physical tampering, vandalism, theft, unauthorized mechanical manipulation, or deliberate obstruction of the Fleet Assets. Subscriber shall not attempt to manually reprogram, open, or service any Fleet Assets. Subscriber shall notify Company within twenty-four (24) hours of discovering any unauthorized movement, interference, or asset compromise.

SECTION 3: TERM, SUSPENSION & TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue on a month-to-month basis until cancelled or terminated in strict compliance with the provisions set forth herein.

3.2 Termination for Convenience. Subscriber may cancel the subscription at any time via Company's official administrative portal. Cancellation must occur prior to the next scheduled recurring billing date. Upon cancellation, automated services shall remain active through the final day of the paid billing cycle, at which point the subscription terminates.

3.3 Suspension and Termination for Cause. Company reserves the absolute right to immediately suspend services, deactivate remote fleet operations, and enter upon Subscriber’s real property to reclaim all physical Fleet Assets, without prior notice, in the event of:

  • (a) Subscriber’s failure to settle outstanding balances within five (5) business days of the billing due date;

  • (b) Any material breach of the acceptable use profiles established herein; or

  • (c) The persistence of hazardous site conditions that threaten the integrity of Company's fleet.

SECTION 4: INTELLECTUAL PROPERTY, DATA & GEOSPATIAL TELEMETRY

4.1 Grant of Data Rights. Subscriber hereby grants to Company a perpetual, irrevocable, worldwide, royalty-free, fully sub-licensable right and license to collect, transmit, store, and utilize all geospatial data, property boundary coordinates, layout dimensions, operational logs, and telemetry data captured during the Step One Consult and ongoing fleet operations.

4.2 Intellectual Property Assignment. All collected spatial, environmental, and mechanical performance data shall be treated as the sole and exclusive Intellectual Property of Company. Company retains full right and discretion to manage, manipulate, process, analyze, commercially exploit, disclose, or share this data with third parties for optimization, commercial scaling, or research, completely free of any notice or compensatory obligations to Subscriber.

4.3 Fleet Telemetry Consent. Subscriber explicitly consents to the continuous tracking and transmission of real-time GPS coordinates and fleet operations data on Subscriber’s property. This tracking is critical for safety geofencing, route optimization, theft recovery, and contractual service verification.

SECTION 5: DISCLAIMERS & LIMITATION OF LIABILITY

5.1 General Warranties. COMPANY PROVIDES ITS AUTONOMOUS MOWING PLATFORM AND PLATFORM SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5.2 Limitation of Liability Damages Cap. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, MEMBERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO SUBSCRIBER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, TURF DAMAGE, OR PROPERTY DEVALUATION, ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE FLEET ASSETS.

5.3 Absolute Liability Limit. THE TOTAL AGGREGATE LIABILITY OF COMPANY TO SUBSCRIBER FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE STRICTLY LIMITED TO A MAXIMUM CAP NOT TO EXCEED THE TOTAL AGGREGATE AMOUNT ACTUALLY PAID IN SUBSCRIPTION FEES BY THE SUBSCRIBER TO THE COMPANY DURING THE PRECEDING THREE (3) MONTHS.

SECTION 6: INDEMNIFICATION

6.1 Indemnity Obligations. Subscriber agrees to indemnify, defend, and hold harmless Company, its parent entities, subsidiaries, affiliates, managers, officers, and employees from and against any and all third-party claims, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorney’s fees and litigation expenditures) arising out of or relating to:

  • (a) Subscriber's failure to maintain safe, debris-free property conditions within designated operational zones;

  • (b) Any intentional interference with, or unauthorized manual manipulation of, the Fleet Assets by Subscriber or its agents; or

  • (c) Any material breach of the covenants set forth in this Agreement.

SECTION 7: MISCELLANEOUS & GENERAL LEGAL PROVISIONS

7.1 Governing Law and Venue. This Agreement, and all claims or causes of action arising out of or relating to the transactions contemplated hereby, shall be governed by, interpreted, and construed in accordance with the laws of the State of Michigan, without regard to principles of conflicts of law. Any legal action, lawsuit, or judicial proceeding arising directly or indirectly out of this Agreement shall be initiated and maintained exclusively in the state or federal courts holding competent jurisdiction over Isabella County, Michigan.

7.2 Dispute Resolution. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Parties shall first attempt to resolve the matter through informal, good-faith executive consultations within thirty (30) days of written notice. If informal resolution fails, the dispute shall be submitted to binding arbitration in the State of Michigan, administered under prevailing commercial arbitration rules. The prevailing Party in any such arbitration or approved judicial enforcement action shall be legally entitled to recover its reasonable attorney’s fees, arbitration fees, and verifiable legal costs from the non-prevailing Party.

7.3 Severability. If any provision of this Agreement, or the application thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid provision shall be substituted with a valid provision that most closely mirrors the original commercial intent of the Parties.

7.4 Confidentiality. The Parties covenant and agree to maintain strict confidentiality regarding all proprietary, operational, and financial data exchanged during the course of business. This non-disclosure obligation specifically covers Company’s proprietary subscription pricing configurations, custom digital mapping telemetry, autonomous deployment strategies, and underlying business scaling models.

7.5 Entire Agreement. This Agreement, along with the executed Service Order Form, constitutes the entire legal understanding between the Parties regarding the subject matter hereof, and completely supersedes all prior or contemporaneous oral or written agreements, negotiations, or marketing representations.

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