Legal
Tenant User Agreement
v1.0 · Effective March 21, 2026
Insurance Requirements — All Tenants
By entering into this agreement, you confirm you carry and will maintain throughout your occupancy:
- Commercial General Liability — $1,000,000 per occurrence / $2,000,000 aggregate
- Additional Insured endorsement naming Trulo, LLC and the host
- Workers' Compensation (required under Massachusetts General Laws c. 152 if you employ any workers)
- Product Liability (required if your business involves sale or manufacture of goods)
- Coverage must remain active and uninterrupted throughout the full occupancy period
This is a commercial license agreement governed by Massachusetts law. This is not a residential lease. Failure to maintain required insurance is grounds for immediate termination of this license.
TRULO CORPORATION
Effective: Upon Account Registration and First Booking
Last Updated: April 2, 2026
BY CREATING A TENANT ACCOUNT OR COMPLETING YOUR FIRST BOOKING ON TRULO, YOU AGREE TO BE LEGALLY BOUND BY THIS
TENANT USER AGREEMENT AND TRULO'S MASTER TERMS OF SERVICE. PLEASE READ SECTION 9 — ASSUMPTION OF RISK — CAREFULLY
BEFORE BOOKING ANY SPACE.
This Tenant User Agreement ("Tenant Agreement") is between Trulo Corporation, a Delaware corporation ("Trulo"), and you, the commercial Tenant ("Tenant"). This
Agreement governs your use of the Trulo Platform to search for, book, and occupy commercial Spaces.
1.1 Trulo's Role
Trulo is a technology marketplace that facilitates connections between commercial space Hosts and Tenants. Trulo is NOT a landlord, property manager, or party to
your Commercial License Agreement with the Host. The Space you occupy is licensed to you by the Host, not by Trulo.
1.2 Commercial License — Not a Lease
All Spaces booked through Trulo are governed by a commercial license, NOT a lease. No booking on Trulo creates a tenancy, leasehold estate, or any real property
interest. You will not have the legal protections afforded to residential tenants or commercial lessees under Massachusetts General Laws Chapter 186 or any other
landlord-tenant statute.
2.1 Tenant Service Fee
Tenants are charged a monthly service fee equal to ten percent (10%) of the License Fee for each active Booking. This fee is added to each monthly payment and
collected by Trulo.
2.2 Total Monthly Cost
Your total monthly payment to Trulo equals the License Fee (the base rent agreed with the Host) plus the 10% Tenant Service Fee. Example: $4,000 License Fee +
$400 Service Fee = $4,400 total monthly payment.
2.3 First Month Payment
Upon Booking confirmation, you must pay the first month's License Fee plus the Tenant Service Fee. This payment is required before your Commercial License
Agreement becomes binding and before you receive access to the Space.
2.3A No Security Deposit
No portion of any payment made through the Platform — including the first month's License Fee held at booking — constitutes a "security deposit" as defined under M.G.L. c. 186 §15B. All such payments are prepaid license fees held as facilitation escrow. Tenant expressly waives any characterization of any Platform payment as a security deposit.
2.4 Recurring Payments
After the initial payment, Trulo will automatically charge your payment method on file on the monthly anniversary of your occupancy start date (e.g., if you begin on
April 3, recurring charges occur on May 3, June 3, etc.). You authorize Trulo to make these recurring charges as a condition of completing your first Booking.
2.5 Late Payment
If your monthly payment fails for any reason, Trulo will attempt to charge your payment method up to two additional times within five (5) business days. If payment
remains outstanding after five (5) business days from the due date, a late fee of five percent (5%) of the License Fee will be assessed. Continued non-payment is
grounds for early termination of your Commercial License Agreement.
2.6 No Off-Platform Payments
All payments for any Space booked through Trulo must be made exclusively through the Trulo Platform. Arranging or accepting payment outside the Platform (to
avoid Trulo's fees) is a material breach of this Agreement and grounds for immediate account termination.
3.1 Submitting a Request
To book a Space, submit a booking request through the Platform specifying your desired Space, start date, and intended business use. Submission of a request
does not constitute a confirmed Booking and does not obligate either party.
3.2 Host Decision
The Host has 48 hours to accept or decline your request. You will be notified of the Host's decision through the Platform and by email.
3.3 Auto-Approval
If the Host does not respond within 48 hours, your Booking is automatically approved by Trulo's Platform. An auto-approved Booking carries the same legal effect as
a manually approved Booking.
3.4 Booking Confirmation and Agreement Execution
Upon Booking approval (manual or automatic), you and the Host will be directed to execute a Commercial License Agreement electronically through the Platform.
This Agreement must be signed by both parties before you receive access to the Space.
4.1 Insurance is Required
As a condition of completing any Booking, Tenants are REQUIRED to obtain and maintain commercial insurance coverage through Trulo's embedded insurance
partner or an equivalent insurer approved by Trulo. You will not receive access to any Space without providing a valid Certificate of Insurance (COI) through the
Platform.
4.2 Minimum Required Coverage
Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate
Business Personal Property: Coverage for your equipment, inventory, and fixtures in the Space
Any additional coverage required by the Host or applicable law
4.3 Additional Insured
Your insurance policy must name Trulo Corporation and the Host as additional insureds. Trulo may verify this on your COI before granting access.
4.4 Insurance is Your Responsibility
Trulo is not an insurer and does not guarantee any coverage under any policy. You are solely responsible for understanding your coverage, maintaining premiums,
and filing claims directly with your insurer. Lapses in required insurance coverage are grounds for suspension of Platform access.
5.1 The 30-Day Protected Period
The first thirty (30) calendar days of your Commercial License Agreement constitute the Protected Period. During the Protected Period:
You may NOT terminate the License Agreement for convenience.
The Host may NOT terminate the License Agreement for convenience.
Termination during this period is permitted ONLY for: (a) material breach by the Host that remains uncured after 5 business days' written notice; (b) the
Space being rendered uninhabitable or inaccessible by the Host's action or inaction; or (c) a force majeure event.
If you attempt to terminate for convenience during the Protected Period, you forfeit your first month's payment and remain obligated for the remainder of the
Protected Period.
5.2 Termination After the Protected Period
After the Protected Period, you may terminate your Commercial License Agreement by providing thirty (30) days' written notice through the Trulo Platform.
IMPORTANT: Your termination notice is only effective as of your next monthly License Fee payment date. A notice that purports to terminate on a date other than
your monthly payment date is not effective until the payment date following the expiration of the 30-day notice window. Example: If your payment date is the 1st of
each month and you submit notice on April 15, the earliest your License can terminate is June 1.
5.3 Obligations During Notice Period
During the 30-day notice period, you remain fully obligated to pay the License Fee and Tenant Service Fee, comply with all License terms, maintain insurance
coverage, and vacate the Space by the effective termination date.
5.4 Holdover
If you remain in the Space after the effective termination date without a new Commercial License Agreement, you will be in holdover and Trulo and the Host reserve
all rights to seek immediate removal and hold you liable for all costs incurred in connection with your holdover, including legal fees.
5.4A Holdover Fee
If Tenant remains in occupancy of the Space after the expiration or termination of this License without written consent from Host and Trulo, Tenant shall pay a holdover fee equal to 150% of the monthly License Fee for each month (or partial month) of unauthorized occupancy. Holdover constitutes a material breach of this Agreement. Trulo may suspend Tenant's Platform access and withhold pending payments during any holdover period.
6.1 Permitted Use
You may use the Space only for the lawful commercial purpose specified in your Booking and confirmed in the Commercial License Agreement. Any material
change in your business activities or use of the Space requires prior written notification to both the Host and Trulo. Unauthorized changes in use are grounds for
immediate termination.
6.2 Compliance with Laws
You are solely responsible for obtaining all licenses, permits, and approvals required for your specific business activities in the Space, including but not limited to
business licenses, professional licenses, health department permits, fire safety inspections, and zoning compliance. Trulo does not verify or guarantee that any
Space is legally permitted for your particular business use.
6.3 Property Care
You must maintain the Space in good condition and return it to the Host in the same condition as received, subject to normal wear and tear. You are responsible for
all damage to the Space or building caused by you, your employees, contractors, customers, or invitees.
6.4 Prohibited Activities in the Space
No structural alterations, permanent improvements, or modifications without the Host's prior written consent
No sublicensing or subleasing the Space or any portion of it to any third party
No illegal activities of any kind
No excessive noise, odors, waste, or conduct constituting a nuisance
No exceeding the maximum occupancy stated in the Listing
No storage of hazardous materials except as expressly permitted in writing
6.5 Move-Out
On or before the effective termination date of the License, you must: (a) remove all of your personal property, equipment, and inventory; (b) leave the Space clean
and in its move-in condition; (c) return all keys, access cards, or credentials; and (d) provide Trulo with photographic documentation of the Space's condition at
move-out through the Platform.
Cancellation and refund terms are governed by Trulo's Cancellation and Refund Policy, incorporated herein by reference and available at jointrulo.com/cancellation.
Key terms:
7.1 Pre-Move-In Cancellation Rights
If you cancel a confirmed Booking before the move-in date and before taking occupancy, the following sliding refund scale applies based on the number of calendar days between the date of cancellation and the scheduled move-in date:
More than 14 days before move-in: 100% refund of License Fee (less Stripe processing fees); Tenant Service Fee is non-refundable
7–14 days before move-in: 50% refund of License Fee (less Stripe processing fees); Tenant Service Fee is non-refundable
Fewer than 7 days before move-in: No refund; all amounts paid are forfeited
Stripe payment processing fees are non-refundable in all cancellation scenarios.
7.2 The 30-Day Protected Period
The first thirty (30) calendar days of your Commercial License Agreement constitute the Protected Period. During the Protected Period, neither you nor the Host may cancel for convenience. Cancellation during this period is permitted ONLY for: (a) material breach by the Host that remains uncured after 5 business days' written notice; (b) the Space being rendered uninhabitable or inaccessible by the Host's action or inaction; (c) a Force Majeure Event; or (d) a court order or government mandate requiring vacation of the Space. If you attempt to cancel for convenience during the Protected Period, you forfeit your first month's payment and remain obligated for the remainder of the Protected Period. Amounts paid for the Protected Period are non-refundable except in cases of Host material breach or Force Majeure.
7.3 30-Day Rolling Notice After the Protected Period
After the Protected Period expires, you may terminate your Commercial License Agreement by providing thirty (30) days' written notice through the Trulo Platform. You remain obligated to pay the License Fee and Tenant Service Fee through the entire notice period. Your termination notice is effective only as of the next monthly License Fee payment date following the expiration of the 30-day notice window. No refunds are issued for amounts already charged in advance for periods not yet started after a termination notice is submitted — the next automatic charge will not be collected if it falls after the effective termination date.
7.4 Mandatory Insurance Requirement (Coverdash)
As a condition of completing and maintaining any Booking, you are required to obtain and maintain commercial insurance coverage through Trulo's embedded insurance partner (Coverdash) or an equivalent insurer approved by Trulo, as set forth in Section 4 of this Agreement. Failure to maintain active insurance coverage is grounds for suspension of your Platform access and may result in termination of your Commercial License Agreement.
7.5 Dispute Filing Rights and Process
You have the right to file disputes through the Trulo Platform's dispute resolution portal. All disputes involving property damage, liability claims, or insurable losses must first be submitted as a claim to your Coverdash insurance policy (or equivalent approved insurer). If your insurance claim is denied or the dispute involves matters not covered by insurance, you may submit the dispute to Trulo for mediation. Trulo will issue a binding determination within five (5) business days of receiving complete submissions from both parties. Damage claims must be filed within seventy-two (72) hours of your move-out date and must include photographic evidence. Upon the filing of a dispute, Trulo will freeze all pending payouts related to the affected Booking until resolution is final.
After each Booking concludes, you may leave an honest review of the Host and Space. Reviews must be truthful, based on your actual experience, and must
comply with Trulo's Review Guidelines. You may not post fake reviews, offer or accept compensation for reviews, or post reviews for Bookings in which you did not
actually participate.
THIS SECTION IS CRITICAL. READ BEFORE BOOKING ANY SPACE.
9.1 Acknowledgment of Inherent Risks
BY BOOKING A SPACE THROUGH TRULO, TENANT EXPRESSLY ACKNOWLEDGES AND ACCEPTS THAT USING COMMERCIAL REAL ESTATE FOR
BUSINESS PURPOSES INVOLVES SIGNIFICANT INHERENT RISKS, INCLUDING BUT NOT LIMITED TO:
9.2 Property and Physical Risks
Structural defects, latent conditions, or physical hazards not apparent from the Listing or photos
Inadequate heating, cooling, electrical, plumbing, or other building systems
Slip, trip, and fall hazards and other personal injury risks
Security risks including theft, vandalism, and unauthorized access
Environmental hazards including mold, asbestos, lead, or chemical contamination
9.3 Business and Legal Risks
The Space may not be zoned or permitted for Tenant's specific business activities
Required permits or licenses for Tenant's business may not be obtainable
Business performance, foot traffic, revenue, and viability are not guaranteed
Third-party interference, neighboring businesses, or neighborhood conditions may affect Tenant's business
Regulatory changes, inspections, or enforcement actions may affect Tenant's ability to operate
9.4 Tenant's Responsibility to Investigate — Condition Precedent to Booking
ZONING AND USE COMPLIANCE IS A CONDITION PRECEDENT. By completing any Booking, Tenant represents and warrants to Trulo and to the
Host that Tenant has independently verified the matters set forth in this Section 9.4. Trulo does not verify zoning compatibility. Failure to conduct
this investigation does not relieve Tenant of any obligation under the Commercial License Agreement.
Before completing any Booking and signing a Commercial License Agreement, Tenant must independently investigate and satisfy itself regarding the following, each
of which is a CONDITION PRECEDENT to Tenant's right to book and occupy the Space:
Physical Inspection: Tenant has physically inspected (or has made an informed decision to waive inspection of) the Space prior to booking. Trulo strongly
recommends in-person inspection of every Space before booking.
Zoning Compliance — Tenant Certification Required: Tenant has independently verified, or caused Tenant's attorney, real estate advisor, or permit
expediter to verify, that the Space's applicable zoning classification under the Boston Zoning Code (or the zoning code of the applicable jurisdiction) is
compatible with Tenant's intended Permitted Use. By completing a Booking, Tenant affirmatively certifies: 'I have verified, or have caused a qualified
advisor to verify, that this Space's zoning classification permits my intended business use.' THIS CLICK-WRAP CERTIFICATION IS REQUIRED BEFORE
BOOKING IS CONFIRMED AND CONSTITUTES A MATERIAL REPRESENTATION.
Permits and Licenses: Tenant has confirmed, or reasonably believes, that all required business licenses, health department permits, fire safety inspections,
liquor licenses, food service permits, and other regulatory approvals for Tenant's specific business operations are obtainable for the Space. Trulo makes no
representation about permit availability.
ADA and Accessibility: Tenant has reviewed Host's Accessibility Disclosure (available in the Listing) and confirmed that the Space's accessibility features
are compatible with Tenant's business requirements and any applicable ADA Title III public accommodation obligations Tenant may owe to its own
customers.
Area Research: Tenant has researched the surrounding area, neighborhood conditions, foot traffic, parking, public transit access, and any other location
factors material to Tenant's business.
Legal and Tax Advice: Tenant has had the opportunity to consult with Tenant's own legal, tax, insurance, and business advisors regarding this Booking, or
has knowingly elected to waive that opportunity.
Trulo provides no representation, warranty, or guidance regarding the zoning compatibility, permit availability, or ADA compliance of any Space. The Platform may
display general use-type categories (Retail, Office, Warehouse, Event/Flex) for search purposes only — these categories do NOT constitute a zoning determination,
permit guarantee, or representation by Trulo that any Space is lawfully permitted for Tenant's specific business activities.
9.5 No Guarantees from Trulo
TRULO MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING: the condition, safety, or suitability of any Space; the accuracy of
Listing descriptions; the Host's legal authority to license the Space; the availability of required permits; or the commercial viability of any Space for Tenant's intended
business. TENANT PROCEEDS ENTIRELY AT TENANT'S OWN RISK.
9.6 Corporate Transparency Act Representations
Business entity Tenants represent that: (a) they have filed all required Beneficial Ownership Information (BOI) reports with FinCEN under the Corporate Transparency Act (31 U.S.C. §5336), or qualify for an applicable exemption; and (b) all payments made through the Platform are from lawful sources.
To the fullest extent permitted by applicable law, Tenant agrees to defend, indemnify, and hold harmless Trulo Corporation, its officers, directors, employees, agents,
licensors, and successors (collectively, 'Trulo Indemnitees') from and against any and all claims, damages, losses, liabilities, costs, and expenses (including
reasonable attorneys' fees and court costs) arising out of or relating to:
Tenant's use of any Space booked through the Platform, including any damage to the Space, injuries to persons, or interference with third-party property
occurring during or after Tenant's occupancy;
Any breach by Tenant of this Agreement, the Commercial License Agreement, the Master Terms of Service, or any Trulo policy incorporated by reference;
Tenant's violation of any applicable federal, state, or local law, regulation, ordinance, or code in connection with Tenant's business activities conducted in or
from any Space;
Any claim by Tenant's employees, contractors, invitees, guests, or any third party arising from Tenant's use of the Space, including without limitation claims
for personal injury, property damage, workers' compensation, or employment-related harm;
Any environmental contamination, hazardous materials, or regulatory violation caused or contributed to by Tenant's activities in the Space;
Any intellectual property infringement, defamation, or privacy violation caused by Tenant's business activities conducted in or from the Space;
Any misrepresentation made by Tenant in the Booking Request, Tenant Account, or any communication to Trulo or the Host.
INDEMNIFICATION IS AN ACTIVE OBLIGATION: This indemnification is not limited to claims where Tenant is found at fault. It covers claims that
are groundless, false, or fraudulent, and requires Tenant to actively defend Trulo Indemnitees at Tenant's expense unless Trulo elects to assume
its own defense. Trulo reserves the right to assume exclusive control of any defense for which Tenant has an indemnification obligation, in
which case Tenant will cooperate fully and at Tenant's expense.
10.1 Indemnification Process
Trulo will provide Tenant with prompt written notice of any claim for which indemnification is sought. Tenant shall have the right to assume control of the defense of
such claim, subject to Trulo's right to participate at its own expense with counsel of its choosing. Tenant may not settle any claim that imposes any obligation,
restriction, or liability on Trulo without Trulo's prior written consent. Failure by Trulo to give timely notice does not relieve Tenant of indemnification obligations except
to the extent Tenant is materially prejudiced by the delay.
10.2 Limitation — Trulo's Own Negligence
Tenant's indemnification obligations do not extend to claims arising solely from Trulo's own gross negligence or willful misconduct as determined by a court of
competent jurisdiction. Claims arising from the combined negligence or conduct of Tenant and Trulo will be apportioned accordingly.
This Tenant Agreement, together with the Master Terms of Service, the Commercial License Agreement for each Booking, and all incorporated policies, constitutes
the entire agreement between Trulo and Tenant. Dispute resolution is governed by Section 18 of the Master Terms of Service (mandatory arbitration). Governing
law: Delaware (platform matters) and Massachusetts (license/property matters).
TENANT ACKNOWLEDGMENT: By creating a Tenant account or completing my first booking on Trulo, I confirm that I have read, understood, and agree to this
Tenant User Agreement, including the mandatory arbitration clause and the Assumption of Risk in Section 9.
Tenant Signature: ___________________________
Printed Name: _____________________________
Business Name: ____________________________
Date: ____________________________________
© 2026 Trulo Corporation. All rights reserved.
Amendment No. 1 — Superior Landlord Disclosure (March 16, 2026)
TENANT USER AGREEMENT — AMENDMENT NO. 1
Effective Date: March 16, 2026
Parties:
TRULO CORPORATION, a Delaware corporation registered to do business in the Commonwealth of Massachusetts ("Trulo")
and
TENANT, as identified in the Tenant's registered account on the Trulo Platform ("Tenant")
WHEREAS, Trulo Corporation operates the Trulo Platform (jointrulo.com), a mid-term commercial real estate marketplace that connects Hosts who list
commercial Spaces with Tenants who seek to occupy those Spaces pursuant to Commercial License Agreements governed by the Trulo Master Terms of Service;
WHEREAS, the parties have previously entered into the Trulo Master Terms of Service (as may be amended from time to time, the "Master Terms") and the Tenant
User Agreement (the "Tenant User Agreement"), both of which govern Tenant's access to and use of the Platform;
WHEREAS, a material category of risk exists in connection with Spaces listed on the Platform by Hosts who are themselves commercial tenants holding a
leasehold or similar possessory interest in the Space, rather than fee owners of the underlying real property, which risk arises from the possibility that the Host's own
lease restricts the Host's authority to sublicense the Space to third-party Tenants;
WHEREAS, Trulo believes Tenants are best served by receiving full and frank disclosure of this risk before completing a Booking, so that Tenants may take any
additional steps they consider appropriate — including requesting written confirmation of sublicensing authority from the Host — before committing to a
Commercial License Agreement; and
WHEREAS, the parties agree that this Amendment No. 1 to the Tenant User Agreement, setting forth the Superior Landlord Disclosure required by Trulo's legal
review process, should be incorporated into and made part of the Tenant User Agreement;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
AMENDMENT PROVISIONS
The Tenant User Agreement is hereby amended by adding the following new Section as "Section [Superior Landlord Disclosure]: Important Notice Regarding Host
Sublicensing Authority," which shall be read in its entirety as follows:
SECTION [SUPERIOR LANDLORD DISCLOSURE]: IMPORTANT NOTICE REGARDING HOST SUBLICENSING AUTHORITY
##### 1.1 Nature of the Risk — Hosts Who Are Commercial Tenants
Trulo informs Tenant of the following material risk before Tenant completes any Booking on the Platform:
Some Hosts on the Platform are commercial tenants — not the fee owners of the real property underlying the Space. These Hosts hold a leasehold or other
possessory interest in the Space pursuant to a lease agreement with a third-party property owner or building landlord (referred to in this Section as the "Superior
Landlord"). The terms of a Host's underlying lease may restrict, prohibit, or require the prior consent of the Superior Landlord before the Host may sublicense the
Space or permit third-party occupancy of the type contemplated by a Commercial License Agreement on the Platform.
Trulo requires all Hosts to make a mandatory attestation regarding their sublicensing authority at the time each Listing is created. That attestation requires every
Host to confirm one of the following before a Space is published on the Platform: (a) Host is the fee owner of the Space; (b) Host has obtained prior written consent
from the Superior Landlord authorizing the sublicensing arrangement; or (c) Host's lease expressly permits sublicensing of the type contemplated without prior
Superior Landlord consent.
##### 1.2 Trulo's Verification Limitations
Trulo does not independently verify the terms of any Host's underlying lease agreement with a Superior Landlord. Trulo does not contact Superior Landlords to
confirm consent. Trulo does not review Host lease documents to determine whether a given lease authorizes the sublicensing arrangement described in the Listing,
except to the extent a Host uploads documentation in connection with the "Listing Authority" attestation.
Accordingly, Trulo makes no warranty, representation, or guarantee that:
(a) Any Host's sublicensing authority is valid, legally effective, or enforceable against the Host's Superior Landlord;
(b) Any Superior Landlord has affirmatively consented to the specific Listing or the specific Commercial License Agreement Tenant is considering; or
(c) The Space is free from any restriction, encumbrance, or lease term that would prevent the Host from fulfilling the Commercial License Agreement.
Tenant acknowledges these limitations before completing any Booking.
##### 1.3 Consequences of Superior Landlord Action
In the event that, after a Booking is completed, a Superior Landlord revokes consent previously granted to a Host, takes legal action to enforce a lease prohibition
against sublicensing, or otherwise takes action that prevents the Host from fulfilling the Commercial License Agreement with Tenant, the following shall apply:
(a) Involuntary Host Cancellation Treatment. Trulo will treat such an event as an involuntary Host cancellation. Tenant will receive a full refund of all prepaid
License Fees for the unused period of the Commercial License Agreement, processed in accordance with the Trulo Cancellation and Refund Policy (Document 6 of
the Trulo document suite).
(b) Limitation of Trulo's Liability. Tenant has no claim against Trulo Corporation for losses, damages, costs, or expenses arising from a Superior Landlord's action
or inaction that was not known to Trulo at the time of Booking. Trulo's liability to Tenant arising from a Superior Landlord dispute is limited exclusively to the
cancellation and refund remedy described in Section 1.3(a). This limitation does not affect Tenant's independent right to pursue claims against the Host.
(c) Claims Against Hosts. Nothing in this Section limits Tenant's right to pursue any claim Tenant may have directly against the Host arising from the Host's failure
to possess valid sublicensing authority, breach of the Commercial License Agreement, or any misrepresentation in the Listing. Trulo is not a party to the
Commercial License Agreement and does not bear responsibility for the Host's failure to obtain required Superior Landlord consent.
##### 1.4 Recommendation for High-Value and Long-Duration Bookings
Trulo recommends that Tenant take additional steps before completing a Booking in either of the following circumstances:
(a) High-Value Spaces. Where the monthly License Fee for the Space exceeds three thousand dollars ($3,000.00), Tenant should request written confirmation
directly from the Host that the Host has obtained Superior Landlord consent, or that the Host's lease permits the sublicensing arrangement without such consent,
before Tenant submits payment and completes the Booking.
(b) Long-Duration Bookings. Where the expected duration of occupancy under the Commercial License Agreement exceeds six (6) months, Tenant should request
written confirmation from the Host of the Host's sublicensing authority, including, where applicable, a copy of the Superior Landlord's written consent, before
Tenant submits payment and completes the Booking.
Trulo cannot compel Hosts to provide such confirmation outside of the Platform's required attestation process. If a Host declines to provide confirmation upon
request, Tenant should exercise independent judgment before proceeding with the Booking.
##### 1.5 Tenant's Sole Remedy Against Trulo
In the event of any dispute, loss, or harm arising from a Superior Landlord's action, revocation, or restriction in connection with a Space booked on the Platform,
Tenant's sole and exclusive remedy against Trulo Corporation is cancellation of the Commercial License Agreement and a refund of prepaid License Fees for the
unused period, as described in Section 1.3(a) and in the Cancellation and Refund Policy. Trulo shall not be liable to Tenant for consequential damages, lost profits,
relocation costs, business interruption losses, or any other indirect or special damages arising from a Superior Landlord dispute.
This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws
principles. Any dispute arising under this Amendment that is not resolved through the Platform's dispute resolution process shall be subject to binding arbitration
under the AAA Commercial Arbitration Rules in Boston, Massachusetts, as provided in the Master Terms.
This Amendment No. 1 is incorporated into and made a part of the Tenant User Agreement in its entirety. In the event of any conflict between the provisions of this
Amendment and the provisions of the Tenant User Agreement, the provisions of this Amendment shall control with respect to the subject matter herein. All other
provisions of the Tenant User Agreement and the Master Terms that are not expressly modified by this Amendment remain in full force and effect.
This Amendment, together with the Tenant User Agreement and the Master Terms, constitutes the entire agreement of the parties with respect to the subject matter
of this Amendment and supersedes all prior discussions, representations, or understandings, whether written or oral, regarding Superior Landlord disclosure
obligations.
By executing below, each party agrees to be bound by the terms of this Amendment No. 1 to the Tenant User Agreement.
Signature: ___________________________________
Printed Name: ___________________________________
Title (if signing on behalf of an entity): ___________________________________
Entity Name (if applicable): ___________________________________
Date: ___________________________________
Signature: ___________________________________
Printed Name: Kourosh Farboodmanesh
Title: Chief Executive Officer
Date: March 16, 2026
This Amendment No. 1 takes effect on the Effective Date set forth above and applies to all Bookings initiated on or after the Effective Date. Existing active
Commercial License Agreements are not affected by this Amendment, but Tenants with active Bookings are encouraged to review this disclosure and contact Trulo at
contact@jointrulo.com with any questions.
© 2026 Trulo Corporation. All rights reserved.
Amendment — Security Deposit Law Compliance Notice (March 16, 2026)
TRULO CORPORATION
Commercial License Agreement — New Section 3.7
Tenant User Agreement — Payment Section Amendment
Effective Date: March 16, 2026
Last Updated: March 16, 2026
Applicable Law: M.G.L. c. 186 §15B (Massachusetts Security Deposit Law)
PART A: COMMERCIAL LICENSE AGREEMENT — NEW SECTION 3.7
3.7.1 No Security Deposit.
No portion of the License Fee, first month's License Fee payment, Tenant Service Fee, or any other amount paid by Tenant through the Trulo Platform constitutes a
"security deposit," "damage deposit," "last month's rent," or any equivalent arrangement as defined under M.G.L. c. 186 §15B or any analogous federal, state, or
local statute or common law doctrine.
3.7.2 Characterization of First Month's Payment.
The first month's License Fee collected by Trulo at Booking confirmation is a prepaid license fee. Trulo holds this amount as a facilitation escrow on behalf of Host
until the first full calendar day of Tenant's occupancy of the Space, at which point Trulo releases the License Fee (net of the applicable Host Fee) to the Host. This
prepaid amount is a payment in advance for the first month's License and is not a deposit held as security for Tenant's performance of any obligation under this
Agreement.
3.7.3 Tenant Waiver.
Tenant expressly and knowingly waives any characterization of any amount paid through the Trulo Platform as a "security deposit" as that term is defined under
M.G.L. c. 186 §15B or under any analogous statute or common law doctrine, to the fullest extent permitted by applicable law. Tenant acknowledges that this waiver
is an express condition of entering into this Agreement and is material to the parties' agreement to structure their relationship as a commercial license rather than a
tenancy.
3.7.4 Fallback Compliance.
In the event that any court of competent jurisdiction determines, notwithstanding the foregoing, that any amount paid by Tenant through the Trulo Platform
constitutes a "security deposit" under M.G.L. c. 186 §15B or any analogous statute, Trulo and Host jointly agree to take all actions required by applicable law to
come into compliance with such statute — including, where required, placing such amount in a separate interest-bearing escrow account, providing Tenant with a
written receipt, and paying any applicable interest — within thirty (30) calendar days of such judicial determination. Nothing in this Section 3.7.4 modifies the
limitation of Trulo's liability under Section 13 of the Master Terms of Service.
3.7.5 Prohibition on Separate Deposits.
Neither Host nor Trulo may collect, accept, or require any amount from Tenant outside the Trulo Platform that is characterized as, or functions as, a security deposit,
damage deposit, cleaning deposit, holdback, or any similar pre-payment held as security for Tenant's performance. All Host protection against Tenant damage or
non-performance is provided exclusively through:
(a) Tenant's mandatory commercial insurance program (Section 6 of this Agreement and the Trulo Insurance Requirements Policy); and
(b) Trulo's Damage Claims Policy.
Any Host who solicits or accepts a separate security deposit from a Tenant outside the Platform commits a material breach of the Host Listing Agreement and may
be subject to immediate Platform suspension.
3.7.6 Tenant Reporting.
If Host solicits or requests any payment from Tenant outside the Trulo Platform that appears to be a security deposit, damage deposit, or similar arrangement
prohibited under Section 3.7.5, Tenant should report this immediately to Trulo at contact@jointrulo.com. Trulo will investigate and, if the solicitation is confirmed,
may take immediate action against the Host's account including suspension or permanent termination.
PART B: TENANT USER AGREEMENT — PAYMENT SECTION AMENDMENT
New Section: No Security Deposit — Important Notice to Tenants
[SD-1] No Security Deposits on the Trulo Platform.
Trulo does not collect, hold, or require security deposits, damage deposits, or any equivalent arrangements from Tenants. The only amounts payable by Tenants
through the Platform are: (a) the monthly License Fee; (b) the Tenant Service Fee (10% of the monthly License Fee); and (c) any applicable late fees described in
the Commercial License Agreement. No other financial obligation may be imposed on Tenant through the Platform.
[SD-2] First Month's Payment is a Prepaid License Fee — Not a Deposit.
At the time of Booking confirmation, Trulo collects the first month's License Fee plus the Tenant Service Fee. This payment is a prepaid license fee for the first
month of Tenant's occupancy. It is not a security deposit, damage deposit, or any amount held as security for Tenant's performance. Trulo holds the License Fee
portion in a facilitation escrow until Tenant's first day of occupancy and then releases it to Host (net of Trulo's 2% Host Fee).
[SD-3] Waiver of Security Deposit Characterization.
Tenant expressly waives any characterization of any amount paid through the Trulo Platform as a "security deposit" under M.G.L. c. 186 §15B or any analogous
law. Tenant understands that this Platform is structured as a commercial license marketplace and not as a residential or commercial tenancy arrangement, and that
amounts paid hereunder are license fees — not rent or deposits.
[SD-4] Off-Platform Deposit Requests Are Prohibited.
Hosts on the Trulo Platform are contractually prohibited from soliciting, requesting, or accepting any security deposit, damage deposit, or similar payment from
Tenant outside the Trulo Platform. If any Host approaches Tenant with a request for any off-Platform payment described as a deposit, holdback, insurance payment,
or security arrangement:
• Do not make the payment.
• Report the request immediately to Trulo at contact@jointrulo.com or through the Platform's "Report a Problem" feature.
• Trulo will investigate and take appropriate action against the Host's account.
Trulo is not responsible for any off-Platform payments Tenant voluntarily makes to a Host outside the Platform. Such payments are not recoverable through Trulo's
Cancellation and Refund Policy or Damage Claims Policy.
[SD-5] Damage Protection Through Insurance.
Trulo's policy against damage deposits does not mean Tenants have no financial responsibility for Space damage. Tenants are liable for all damage to the Space
beyond normal wear and tear caused by Tenant, Tenant's employees, contractors, customers, or invitees (Commercial License Agreement Section 5.5). All damage
claims by Hosts are processed exclusively through Trulo's Damage Claims Policy and Tenant's mandatory insurance program. Tenants are required to maintain
commercial insurance coverage as specified in the Insurance Requirements Policy.
Governing Law
Both amendments are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Disputes arising from these
amendments are subject to the arbitration provisions in Section 17 of the Trulo Master Terms of Service.
Cross-References
• M.G.L. c. 186 §15B (Massachusetts Security Deposit Law)
• Trulo Insurance Requirements Policy (Doc 9)
• Trulo Damage Claims Policy (Doc 11)
• Trulo Cancellation and Refund Policy (Doc 6)
• Commercial License Agreement Section 5.5 (Damage Responsibility)
• Commercial License Agreement Section 6 (Insurance)
• Trulo Master Terms of Service Section 13 (Limitation of Liability)
This document was prepared by the Office of General Counsel, Trulo Corporation.
© 2026 Trulo Corporation. All rights reserved.
Amendment — Regulatory Compliance & AML Representations (March 16, 2026)
CORPORATE TRANSPARENCY ACT / BENEFICIAL OWNERSHIP COMPLIANCE AMENDMENTS
Master Terms of Service — Section 7 Amendment
Tenant User Agreement — Regulatory Compliance Representations
Effective Date: March 16, 2026
Applicable Law: Corporate Transparency Act, 31 U.S.C. §5336; FinCEN Beneficial Ownership Information Final Rule (31 C.F.R. Part 1010)
Background
The Corporate Transparency Act (CTA), effective January 1, 2024, requires most U.S. business entities and foreign entities registered to do business in the United
States to file Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN). The CTA is part of the Bank Secrecy Act
framework intended to combat money laundering, tax fraud, and other illicit financial activity facilitated through anonymous business entities.
Trulo, as a commercial real estate marketplace, facilitates transactions between business entities. As part of Trulo's Anti-Money Laundering (AML) awareness
obligations and platform integrity standards, Trulo requires all business-entity Users to make representations regarding their CTA compliance status.
PART A: MASTER TERMS OF SERVICE — SECTION 7 AMENDMENT
Addition to Section 7.1 (General Standards) — Regulatory Compliance Representations
All Users who are business entities (including LLCs, corporations, partnerships, and other legal entities) represent and warrant at the time of account creation and on
a continuing basis throughout their use of the Platform:
[CTA-1] Beneficial Ownership Information (BOI) Filing.
User represents that User has either: (a) filed the required Beneficial Ownership Information report with FinCEN under the Corporate Transparency Act (31 U.S.C.
§5336) and the FinCEN BOI Final Rule; OR (b) qualifies for an applicable exemption from the CTA's reporting requirements under 31 U.S.C. §5336(a)(11)
(including, without limitation, the large operating company exemption, regulated entity exemption, or other applicable exemptions). User agrees to promptly update
its BOI filing with FinCEN as required by applicable law and to notify Trulo if User's CTA exemption status changes.
[CTA-2] Lawful Source of Funds.
User represents and warrants that all funds used to make payments through the Trulo Platform — including License Fees, Tenant Service Fees, and any other
amounts — are derived from lawful sources and are not proceeds of, or used in furtherance of, any: (a) money laundering or structuring activity prohibited under 18
U.S.C. §§ 1956, 1957; (b) terrorist financing activity; (c) violation of any U.S. economic or trade sanctions administered by the Office of Foreign Assets Control
(OFAC), including those under the International Emergency Economic Powers Act (IEEPA) or the Trading with the Enemy Act (TWEA); or (d) any other criminal
or fraudulent activity.
[CTA-3] OFAC Compliance — Ongoing Obligation.
No User, and no person or entity that owns or controls any User, is: (a) named on OFAC's Specially Designated Nationals and Blocked Persons List (SDN List); (b)
named on the EU Consolidated Sanctions List; (c) subject to any other applicable government sanctions list; or (d) located in, organized in, or a national of any
country or territory subject to comprehensive OFAC sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions
of Ukraine). User agrees to notify Trulo immediately if User's OFAC status changes. Trulo reserves the right to terminate any account if Trulo determines, at any
time, that a User is a sanctioned party.
[CTA-4] No Beneficial Owner Concealment.
User represents that User has not been formed, and is not being operated, primarily for the purpose of concealing the identity of any beneficial owner, avoiding
regulatory reporting obligations, or facilitating unlawful activity.
[CTA-5] Trulo's Right to Request Documentation.
Trulo reserves the right to request documentation evidencing a User's CTA compliance status or CTA exemption basis, including FinCEN BOI report confirmation,
entity formation documents, and beneficial ownership certifications, at any time. User agrees to provide such documentation within ten (10) business days of Trulo's
written request. Failure to provide requested documentation may result in suspension of Platform access pending resolution.
PART B: TENANT USER AGREEMENT — REGULATORY COMPLIANCE SECTION
New Section: Regulatory Compliance and Anti-Money Laundering Representations
[COMP-1] Scope.
This Section applies to all Tenant Users who are business entities. Individual Tenant Users who are natural persons and who are acting solely in their personal
capacity are not subject to the CTA BOI filing requirement but remain subject to Sections [COMP-2] through [COMP-4] below.
[COMP-2] CTA / BOI Representation.
Each Tenant that is a business entity represents and warrants that, as of the date of each Booking, Tenant has either: (a) timely filed its required Beneficial
Ownership Information report with FinCEN as required by the Corporate Transparency Act; or (b) qualifies for an applicable CTA reporting exemption. Tenant
agrees to maintain CTA compliance throughout the duration of any active Commercial License Agreement.
[COMP-3] Lawful Business Operations.
Tenant represents and warrants that: (a) Tenant's business is lawfully organized and authorized to conduct the Permitted Use specified in any Commercial License
Agreement; (b) all License Fees and other amounts paid through the Platform are from lawful business revenue or other lawful sources; (c) Tenant's use of any
Space will not involve, facilitate, or further any unlawful activity; and (d) Tenant has obtained, and will maintain in good standing, all federal, state, and local
licenses, permits, and regulatory approvals required for Tenant's business activities in any Space.
[COMP-4] Ongoing Compliance.
Tenant's representations in this Section are made on a continuing basis throughout Tenant's use of the Platform. Tenant agrees to notify Trulo within five (5) business
days if any representation in this Section becomes untrue or inaccurate.
[COMP-5] Consequences of Breach.
Breach of any representation in this Section constitutes a material breach of the Tenant User Agreement and the applicable Commercial License Agreement. Trulo
may, upon confirmation of such breach: (a) immediately suspend Tenant's Platform access; (b) terminate any active Commercial License Agreements in accordance
with applicable default provisions; (c) withhold any pending payments pending resolution; and (d) report the breach to applicable regulatory authorities as required
or permitted by law.
Governing Law
This Amendment is governed by the laws of the Commonwealth of Massachusetts, consistent with the Master Terms of Service. Federal law (including the CTA,
BSA, and OFAC regulations) applies independently of this governing law provision.
Prepared by the Office of General Counsel, Trulo Corporation.
© 2026 Trulo Corporation. All rights reserved.