Skip to content
English
Sign in
Go to vanderburghcommunities.com
  • There are no suggestions because the search field is empty.

Program Services Terms and Conditions

These Program Services Terms and Conditions (the “Terms”) govern the program services described in the accompanying proposal.

Program Services Terms and Conditions

These Program Services Terms and Conditions (the “Terms”) govern the program services described in any proposal for Program Services (the “Proposal”) issued by Vanderburgh Communities, LLC, a Delaware limited liability company with a principal business address at 255 Main Street, Webster, MA 01570 (“Provider”), to the person or entity identified in the Proposal (“Client”). By accepting the Proposal or submitting any payment under it, Client acknowledges that it has read, understands, and agrees to be bound by these Terms. The Proposal and these Terms together are the “Agreement.”

Effective Date. The “Effective Date” is the earlier of (a) the date Client first submits payment under the Proposal, or (b) the date Client communicates written or electronic acceptance of the Proposal.

Order of Precedence. In case of conflict: (1) the Proposal controls for deliverables, pricing, and commercial specifics identified therein; then (2) these Terms; then (3) the Charter Agreement (defined below) for charter-specific governance of Chartered Operators and Properties. Charter-specific obligations control where the Charter Agreement expressly governs a charter matter.

1. Introduction

1.1 Purpose & Framework.
These Terms establish the framework under which Provider will deliver services, tools, and support designed to assist Client in meeting Vanderburgh Sober Living (“VSL”) standards required to operate as a Chartered Operator.

1.2 Incorporation of Proposal.
The Proposal is incorporated by reference. Services consist solely of those described in the Proposal (as the same may be updated by mutual written agreement).

1.3 Covenant to Execute Charter Agreement.
Client (including all business partners and affiliates) shall meet the conditions for Charter Membership and execute a Grant of Charter and Membership Agreement in the same form as published at:
https://7622216.fs1.hubspotusercontent-na1.net/hubfs/7622216/GCMA%20Rev%209-24-25.pdf (the “Charter Agreement”) within thirty (30) days after the Effective Date.

1.4 Term.
The term of this Agreement (the “Term”) begins on the Effective Date and continues for one (1) year, unless earlier terminated in accordance with these Terms. Upon execution of the Charter Agreement described in § 1.3, the Term of this Agreement shall automatically extend to be coterminous with the term of the Charter Agreement, without further action by either Party.

2. Services, Scope, and Payment Terms

2.1 Services.
Provider will deliver the services described in the Proposal to support Client’s planning, development, launch, certification, and long-term operation of a recovery home (the “Project Property”).

2.2 Scope; Project Property.
These Terms apply only to the Project Property. Upon execution of the Charter Agreement pursuant to §1.3, the Parties intend that the Project Property be designated on Schedule A to the Charter Agreement (as its “First Property” or otherwise, as applicable), and the Parties will align any ongoing services for the Project Property with the Charter Agreement and any related service orders or addenda.

2.3 Additional Properties.
The Parties intend for the Terms to serve as a continuing master services framework for the Client’s recovery housing operations. Accordingly, all recovery housing that Client intends to operate as a Chartered Home during the Term of the Charter Agreement, and that is identified or later added to Schedule A of the Charter Agreement, shall be subject to and receive services under a subsequent Platform Services Agreement substantially similar to this Agreement.

2.4 Payment Terms.
All fees are payable in U.S. Dollars and shall be remitted in accordance with instructions provided by Provider. All fees under this Agreement are non-refundable. Client is responsible for all applicable taxes; amounts are payable free and clear of withholding except as required by law; if withholding applies, amounts are grossed-up so Provider receives the amounts it would have received absent withholding. All amounts payable under this Agreement shall be paid in full without any set-off, withholding, or deduction of any kind, except as required by applicable law.

2.5 Late Payments.
Any payment not received by Provider within ten (10) days after the applicable due date shall accrue interest at the rate of one and one-half percent (1.5%) per month (or, if less, the maximum rate permitted by law), calculated from the original due date until paid in full.

2.6 Fee Disputes.
Client must give written notice of any good-faith fee dispute within ten (10) days of invoice with reasonable detail. Client shall timely pay the undisputed portion. The parties will work in good faith to resolve disputes within thirty (30) days.

3. Ongoing Commitment

3.1 Purpose.
Ongoing financial contributions support Provider’s continuing delivery of program services, software access, operational support, and platform participation for each recovery home covered under this Agreement or any successor Program Services Agreement during the Term (each, a “Property”).

3.2 First Bed Contribution.
For each Property, Client shall pay to Provider a recurring monthly fee (the “First Bed Contribution”) for the duration of the Term, calculated as follows:

  • (a) Amount. Unless adjusted under § 3.3, the First Bed Contribution equals one (1) month of rent at the Property’s highest published bed or room rate then in effect (the “Published Rate”). Provider may rely on rates published on Client’s primary website, rate sheet, or other publicly available materials.

  • (b) Timing. The First Bed Contribution accrues monthly and is due in arrears on the fifteenth (15th) day of the following month.

  • (c) Partial Months. For any partial month of occupancy or operation, the First Bed Contribution is prorated on a per-day basis.

  • (d) Minimum Amount. Unless adjusted under § 3.3, the First Bed Contribution shall not be less than six hundred dollars ($600) per month for any Property.

  • (e) Automatic Adjustments. If the Published Rate changes, the First Bed Contribution automatically adjusts beginning with the next monthly accrual period.

3.3 Scaled Adjustments for Smaller or Larger Properties.
To account for variations in capacity and revenue potential, the following adjustments apply in place of the formula in § 3.2:

  • (a) Small Properties. If a Property offers fewer than ten (10) beds, the First Bed Contribution shall equal ten percent (10%) of the Property’s total potential monthly income as reasonably determined from the Property’s published rental rates.

  • (b) Large Properties. If a Property offers more than twenty (20) beds, the First Bed Contribution shall equal five percent (5%) of the Property’s total potential monthly income as reasonably determined from the Property’s published rental rates.

  • (c) Documentation. Upon request, Client shall provide Provider with the Property’s current occupancy plan and rate schedule sufficient to confirm bed count and published rates.

  • (d) Adjustments. If bed count changes such that a Property crosses one of the above thresholds, the First Bed Contribution shall be recalculated beginning with the next full monthly accrual period.

3.4 Clarification of Purpose.
The First Bed Contribution represents continuing participation in Provider’s program, platform, and support network. It is not a rent or profit-sharing payment and does not create any tenancy, partnership, or ownership interest in the Property.

4. Default; Notice; Cure; Remedies

4.1 Events of Default (Client).
  • (a) Payment Default: failure to pay any amount when due, continuing ten (10) days after Provider’s written notice.
  • (b) Charter Default: failure to comply with the Charter Agreement, continuing thirty (30) days after written notice.
  • (c) Material Terms Default: material breach of these Terms (Part A or Part B), continuing thirty (30) days after written notice.
  • (d) Life-Safety Exceptions: any violation creating an Immediate Hazard (imminent risk to life, fire safety, unlawful activity, or activity endangering residents) not cured within five (5) days after written notice, or such shorter period as required by law.
  • (e) Insolvency: insolvency, general assignment for the benefit of creditors, receiver appointment for material assets, or bankruptcy/ similar proceedings not dismissed within sixty (60) days.
  • (f) Misrepresentation: a material misrepresentation reasonably relied upon by Provider in delivering Services or setting fees.

4.2 Notice.
Notices must be in writing and delivered by email and one additional method (personal delivery, overnight courier, or certified mail). Notices are effective upon receipt or, if refused, on carrier-recorded refusal.

4.3 Suspension.
Upon an Event of Default, Provider may suspend some or all Services on five (5) business days’ written notice, without waiver. Suspension lifts upon cure and payment of undisputed past-due amounts.

4.4 Termination for Cause.
Provider may terminate this Agreement in whole or in part by written notice after an uncured Event of Default, effective on the date stated in the notice.

4.5 Remedies; No Waiver.
Provider’s rights and remedies are cumulative and in addition to those at law or equity. Failure to exercise a right is not a waiver.

5. Intellectual Property; Confidentiality; Data

5.1 Ownership.
Provider owns all right, title, and interest in and to Provider Materials: software, platforms, course content, templates, checklists, playbooks, specifications, designs, documentation, know-how, data models, analytics, and other materials, whether preexisting or developed while performing the Services, including all intellectual property rights. No ownership transfers to Client.

5.2 Deliverables & License to Client.
Unless expressly stated otherwise in a signed order or addendum, any Deliverables incorporate Provider Materials and are licensed—not assigned. Subject to timely payment and compliance, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to use Provider Materials and Deliverables solely for Client’s internal operation of the Properties covered by this Agreement. Use for third parties, non-covered affiliates, or additional properties requires Provider’s prior written consent and may require additional fees.

5.3 License to Provider (Content/Marks).
Client grants Provider a limited, non-exclusive license to use Client content and marks to deliver the Services, configure/support software, publish Client’s homes on Provider-operated directories where requested, and for Provider’s portfolio/case studies unless Client opts out by written notice.

5.4 Restrictions.
Client will not copy, modify, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of any Provider software or materials; remove proprietary notices; or use scraping/automated means to access Provider systems except via documented interfaces.

5.5 Confidentiality (Mutual).
Each party will keep the other’s non-public information confidential and use it only to perform under this Agreement. This §6.5 does not restrict disclosures required by law, regulation, or court order (with reasonable prior notice where lawful).

6. Operational & Legal Provisions

6.1 Memorandum of Agreement (Property-Specific).
To give public notice of Provider’s interests, Provider may prepare, execute, and record a short-form memorandum for the Project Property any Property listed on Charter Schedule A (as updated from time to time). Client consents to such recordation without further approval or signature and will execute reasonable ancillary documents upon request.

6.2 Pledge and Security Agreement (Property-Specific).
To secure payment and performance under this Agreement, Client agrees to execute and deliver a Pledge and Security Agreement substantially in Provider’s standard form with respect to the Project Property any Property listed on Charter Schedule A. Provider may record and perfect such security and enforce its rights (including entry and collection of rents/revenues) upon default. Provider may make jurisdiction-required formatting modifications that do not materially alter Client’s economic rights.

6.3 Disclaimer.
EXCEPT FOR ANY EXPRESS WARRANTIES STATED IN THE PROPOSAL OR THESE TERMS, THE SERVICES, SOFTWARE, PROVIDER MATERIALS, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT CERTIFICATION WILL BE OBTAINED, OCCUPANCY TARGETS WILL BE ACHIEVED, OR ANY LEGAL/REGULATORY OUTCOME WILL BE SECURED.

6.4 Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, BUSINESS, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (i) CLIENT’S PAYMENT OBLIGATIONS, (ii) INDEMNIFICATION OBLIGATIONS (IF ANY EXPRESSLY PROVIDED), AND (iii) BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY IS CAPPED AT THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.5 Independent Contractor.
The parties are independent contractors; no partnership, joint venture, agency, or employment relationship is created. Neither party may bind the other absent express written authority.

6.6 Exit Fee.
If, during the Term, Client sells, transfers, or otherwise disposes of (a) any Property covered by this Agreement or (b) the business operating in such Property, Client shall pay an Exit Fee equal to the total First Bed Contributions that would have become due for that Property through the end of the Term had such sale/transfer not occurred. The Exit Fee is due at closing, without set-off or deduction, in addition to all accrued/outstanding amounts.

6.7 Emergency Access & Temporary Stabilization.
Upon an Immediate Hazard (imminent risk to life, fire safety, unlawful activity, or activity endangering residents) and Client’s failure to act within six (6) hours after notice, Provider may enter common areas solely to stabilize the hazard. Within two (2) business days, Provider shall seek court authorization for continued control (receiver/manager).

6.8 Force Majeure.
Neither party is liable for delay/failure (other than payment) caused by events beyond its reasonable control, including acts of God, disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, or utility/communications failures. The affected party will reasonably mitigate and resume performance as practicable.

6.9 Governing Law; Venue; Fees.
This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts principles. Exclusive venue lies in the state or federal courts sitting in Worcester County, Massachusetts, and each party consents to such jurisdiction. The prevailing party in any action to collect undisputed past-due amounts or to enforce security interests shall be entitled to its reasonable attorneys’ fees and costs.

6.10 Notices.
Notices to Provider: Vanderburgh Communities, LLC, 255 Main Street, Webster, MA 01570, Attn: Legal, and to legal@vanderburghhouse.com (or as updated by notice).

Notices to Client: the address and email appearing in the Proposal (or as updated by Client by notice).

6.11 Survival.
Sections concerning payment, taxes/gross-up, late payments, IP and licenses, confidentiality, disclaimers, limitations of liability, security interests, governing law/venue, notices, and survival survive termination or expiration.

6.12 Entire Agreement; Amendments; Assignment.
This Agreement is the entire agreement regarding its subject. Amendments must be in writing and signed (or agreed by documented electronic acceptance) by both parties. Client may not assign this Agreement (by operation of law or otherwise) without Provider’s prior written consent; any unauthorized assignment is void. Provider may assign to an affiliate or in connection with a reorganization, merger, or sale of substantially all assets or equity.

By accepting the Proposal and/or submitting payment, Client agrees to and is bound by these Program Services Terms and Conditions.