Welcome to Entrata and to the Product Specific Terms and Conditions home page. This site contains the terms and conditions applicable to Customer’s use of the specific Products Customer has contracted with Entrata, Inc. (“Entrata”) to receive. The general terms and conditions are contained in the Master Services Agreement (“Agreement”) signed by Customer and Entrata, which references and incorporates these terms. In the event of a conflict between the Agreement and any Product Specific Terms and Conditions, these Product Specific Terms and Conditions shall govern. Services outlined below may be provided by Entrata, Inc. or through one or more of Entrata’s Affiliates. Unless otherwise stated in a Sales Order or Statement of Work, all Products shall commence on the Effective Date of the Sales Order or Statement of Work and run coterminously with the Agreement. Please use the navigation menu to review the terms and conditions that apply to Customer. Note that the Product Specific Terms and Conditions are subject to change, so we recommend that Customer check back frequently for the most up-to-date information. If changes are made to these Product Specific Terms and Conditions, we will notify you by revising the date at the top of this page. Unless otherwise noted, the updated Product Specific Terms and Conditions will be effective immediately, and your continued use of our Products confirm your acceptance of the changes. Capitalized terms not defined herein shall have the same meanings as set forth in the Agreement.

1. RESPONSIBILITIES OF CUSTOMER

1.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Entrata Core Product.

1.2 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Core Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.

1.3 Use of Entrata Core Software. Customer agrees to use the Entrata Core Product ("Core") only for Customer's business purposes. Customer's use of Core may be on behalf of Property owners as an agent of such owners. Customer shall not assign, copy, transfer, transmit, or permit access to Core to Users or any third party other than as expressly contemplated herein. Customer shall be solely responsible to procure and maintain any computer hardware necessary to use Core.

2. RESPONSIBILITIES OF ENTRATA

2.1 Access and Accuracy of Information. Entrata shall provide Customer with access to Core through the Administrative System for the Properties set forth in the Sales Order. Entrata will use commercially reasonable efforts to ensure that the information and data used in the system is accurate. Upon written notification of problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Product.

2.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information in furthering the functionality of the Product, and may at its discretion, collect Customer data for the purposes of enforcing the Agreement.

3. DISCLAIMERS, INDEMNIFICATION, WARRANTIES

3.1 Compliance with Law. Although the use of Core will assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of Core in this regard. Because laws and regulations may change from time to time, Core may not be updated to reflect such changes. Customer should consult its own attorney with respect to compliance with all applicable laws and regulations.

3.2 Indemnification. As applicable to Core, Customer shall indemnify, defend and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent:

1. directly or indirectly caused by Customer's actions or omissions;
2. the result of unauthorized access to the Product by use of Customer's Access Credentials or account;
3. the result of a transaction or dispute between any third party unrelated to Entrata (including any Property owner or tenant) and Customer; or
4. as a result of a breach of Customer's representations, warranties, or covenants hereunder.

4. INTELLECTUAL PROPERTY RIGHTS

All materials provided by Entrata to Customer with respect to Core, including but not limited to the Software code, proprietary data and documentation, or other proprietary information developed or provided by Entrata, including logos, trademarks, copyrights, trade names, and any non-public know-how, methodologies, equipment, or processes of Core, shall remain the sole and exclusive property of Entrata. All rights not granted to Customer hereunder are reserved by Entrata.

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1. RESPONSIBILITIES OF CUSTOMER

1.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Entrata Accounting Product.

1.2 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Accounting Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.

1.3 Use of Entrata Accounting Software. Customer agrees to use the Entrata Accounting Product ("Accounting") only for Customer's business purposes. Customer's use of Accounting may be on behalf of Property owners as an agent of such owners. Customer shall not assign, copy, transfer, transmit, or permit access to Accounting to Users or any third party other than as expressly contemplated herein. Customer shall be solely responsible to procure and maintain any computer hardware necessary to use Accounting.

2. RESPONSIBILITIES OF ENTRATA

2.1 Access and Accuracy of Information. Entrata shall provide Customer with access to Accounting through the Administrative System for the Properties set forth in the Sales Order. Entrata will use commercially reasonable efforts to ensure that the information and data used in the system is accurate. Upon written notification of problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Product.

2.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information in furthering the functionality of the Product, and may at its discretion collect Customer data for the purposes of enforcing the Agreement.

3. DISCLAIMERS, INDEMNIFICATION, WARRANTIES

3.1 Compliance with Law. Although the use of Accounting will assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of Accounting in this regard. Because laws and regulations may change from time to time, Accounting may not be updated to reflect such changes. Customer should consult its own attorney with respect to compliance with all applicable laws and regulations.

3.2 Indemnification. As applicable to Accounting, Customer shall indemnify, defend and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent:

1. directly or indirectly caused by Customer's actions or omissions;
2. the result of unauthorized access to the Product by use of Customer's Access Credentials or account;
3. the result of a transaction or dispute between any third party unrelated to Entrata (including any Property owner or tenant) and Customer; or
4. as a result of a breach of Customer's representations, warranties, or covenants hereunder.

4. INTELLECTUAL PROPERTY RIGHTS

All materials provided by Entrata to Customer with respect to Accounting, including but not limited to the Software code, proprietary data and documentation, or other proprietary information developed or provided by Entrata, including logos, trademarks, copyrights, trade names, and any non-public know-how, methodologies, equipment, or processes of Accounting, shall remain the sole and exclusive property of Entrata. All rights not granted to Customer hereunder are reserved by Entrata.

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OVERVIEW

Entrata Commercial is the central product in Entrata's Services offerings for commercial property managers, specifically providing commercial property management functionality. These terms describe certain obligations of Customer with respect to the use of the Entrata Commercial Product.

1. SCOPE OF USE

Entrata Commercial includes access to a cloud-based commercial-property-specific property management system that supports (a) commercial, retail, and mixed use property management and leasing, including Property data and unit data / availability; (b) tenant management, including leasing move-ins, move-outs, and transfers; (c) ledger, including recurring / one-time charges, payments, refunds, and Common Area Maintenance ("CAM") expense management; (d) work order management, including work order creation, scheduling, and alerts; (e) mobile management, which allows Customer access to the Product on a tablet or smart phone; and (f) flexible space configuration management, including the tracking of tenant renewal options. The Product also includes a reporting module that supports the creation of various reports, including but not limited to rent roll; monthly reconciliation; amenity; unit availability; rent adjustment; rentable items; security deposits; cash deposit recaps; and aged delinquency.

2. RESPONSIBILITIES OF ENTRATA

2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to access and manage certain functionality of the Entrata Commercial Product. Customer is responsible for maintaining the security of any Access Credentials used to access the Product or the Administrative System and the data stored therein, and Customer agrees that Entrata will not be responsible or liable for Customer's use and safekeeping of Access Credentials.

2.2 Compliance with Laws and Regulations. Customer will comply with all applicable laws and regulations in connection with, or affecting, the use of the Product. Customer will not use the Product in any way that infringes on the Intellectual Property Rights of any third party, or upload anything while using the Product that contains any viruses or other computer programming that could damage, detrimentally interfere with, surreptitiously intercept, or expropriate the Product, data or the Personal Information of any person or entity.

2.3 Limitations. Customer agrees not to use the Product, the Administrative System, or any content from Entrata, or any information learned from any of the foregoing, for any purpose other than those specifically contemplated herein.

2.4 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Commercial Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.

2.5 Use of Property Management Software. Customer agrees to use the Product only for Customer's legitimate and lawful business purposes. Customer's use of the Product may be on behalf of Property owners as an agent of such owners. Customer will not assign, copy, transfer or transmit the Product to any third party other than as contemplated herein, and Customer will not publish, copy, modify, distribute, publicly display, create derivative works of, de-compile, disassemble, reverse engineer, or otherwise manipulate the Product, its underlying Software code, or any other intellectual property of Entrata, except that Customer may make copies of any reports or Customer-owned data contained in the Product for backup purposes. Customer may only use the Product for Licensed Properties. The Product may be accessed only by Users.

3. RESPONSIBILITIES OF ENTRATA

3.1 Access and Accuracy of Information. Entrata shall provide Customer with access to Entrata Commercial through the Administrative System for the Licensed Properties. Entrata will use commercially reasonable efforts to ensure that the information and data used in the system is accurate. Upon written notification of problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Product.

3.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer is Customer's property and will be safeguarded using commercially reasonable methods; however, Entrata may use such Customer information to further the functionality of the Product, and may, in its sole discretion, collect Customer data for the purposes of enforcing the Agreement.

4. DISCLAIMER; COMPLIANCE WITH LAW.

Although the Product will assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of the Product in this regard. As the Product does not incorporate state law requirements, and laws and regulations may change from time to time, the Product may not be updated to reflect such changes. Customer should consult an attorney with respect to its compliance with applicable laws and regulations.

5. INTELLECTUAL PROPERTY RIGHTS

All materials provided by Entrata to Customer with respect to the Product, including but not limited to proprietary data and documentation, or other proprietary information developed or provided by Entrata, including logos, trademarks, copyrights, trade names, and any non-public know-how, methodologies, equipment, Software code, or processes of the Software, will remain the sole and exclusive property of Entrata. All rights not granted to Customer under this Agreement are reserved to Entrata.

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1. RESPONSIBILITIES OF CUSTOMER

1.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Entrata Student Product.

1.2 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Student Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.

1.3 Use of Entrata Student Software. Customer agrees to use the Entrata Student Product ("Student") only for Customer's business purposes. Customer's use of Student may be on behalf of Property owners as an agent of such owners. Customer shall not assign, copy, transfer, transmit, or permit access to Student to Customer's employees or any third party other than as expressly contemplated herein. Customer shall be solely responsible to procure and maintain any computer hardware necessary to use Student.

2. RESPONSIBILITIES OF ENTRATA

2.1 Access and Accuracy of Information. Entrata shall provide Customer with access to Student through the Administrative System for the Properties set forth in the Sales Order. Entrata will use commercially reasonable efforts to ensure that the information and data used in the system is accurate. Upon written notification of problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Product.

2.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information in furthering the functionality of the Product, and may at its discretion collect Customer data for the purposes of enforcing the Agreement.

3. DISCLAIMERS, INDEMNIFICATION, WARRANTIES

3.1 Compliance with Law. Although the use of Student will assist Customer in complying with applicable laws and regulations, Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of Student in this regard. Because laws and regulations may change from time to time, Student may not be updated to reflect such changes. Customer should consult its own attorney with respect to compliance with all applicable laws and regulations.

3.2 Indemnification. As applicable to Student, Customer shall indemnify, defend and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent:

1. directly or indirectly caused by Customer's actions or omissions;
2. the result of unauthorized access to the Product by use of Customer's Access Credentials or account;
3. the result of a transaction or dispute between any third party unrelated to Entrata (including any Property owner or tenant) and Customer; or
4. as a result of a breach of Customer's representations, warranties, or covenants hereunder.

4. INTELLECTUAL PROPERTY RIGHTS

All materials provided by Entrata to Customer with respect to Student, including but not limited to the Software code, proprietary data and documentation, or other proprietary information developed or provided by Entrata, including logos, trademarks, copyrights, trade names, and any non-public know-how, methodologies, equipment, or processes of Student, shall remain the sole and exclusive property of Entrata. All rights not granted to Customer hereunder are reserved by Entrata.

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These terms govern the use of the Digital Marketing Services, including the paid ads Services, the SEO Services, ReputationAdvisor, and Marketing Strategy Hub provided by Entrata.

1. DEFINITIONS

1.1 "Engine Spend” means the amount the Customer spends in advertising on search engines (Google, Bing, etc.), not including the Management Fee.

1.2 “Management Fee” means the amount identified in Sales Order to be paid to Entrata for licensing the Product to, and managing the Product on behalf of, Customer.

1.3 “Marketing Strategy Hub” or “MSH” means that certain Product provided to Customer as a part of the Digital Marketing Services Product, whereby Customer is able to utilize certain integrations with third party web marketing platforms, as further described herein.

1.4 “PPC Campaign” means pay per click Internet advertising displays used to direct traffic to the Customer’s websites or displays that are shown on search engine results pages.

1.5 “PPC Services” means a package of recommended search engine marketing enhancements and Internet marketing purchases designed to manage a PPC Campaign.

1.6 “Property” means a property with respect to which Customer has subscribed to the Product.

1.7 “ReputationAdvisor” means that certain Product provided to Customer that permits Customer to respond to certain online reviews of Customer’s Properties, and manage online public perception of the same, as further described herein.

1.8 "SEO Services" means a package of recommended enhancements to Customer's websites and recommended Internet marketing purchases designed to increase the Internet visibility to search engines of Customer's websites.

2. SCOPE OF SERVICES

Entrata will enhance Customer’s Internet profile and search engine marketing for a number of websites, at the rates and subject to the fees stated in the Sales Order. The Software for the Digital Marketing Services shall reside on Entrata’s ASP Server. The purpose of the Product is to increase Customer’s web presence as follows: Internet users type a query or query string into a search engine; the users then land on a search engine results page with both organic listings and paid ads; organic listings are derived through algorithmic and mathematical formulas, which can be enhanced (and rank improved) through the SEO Services; pay per click ads are triggered by matching the query with keywords in PPC Campaign accounts, which are purchased from the search engines (according to a bidding process) via the PPC Services. The placement and position of the ads are determined by both the maximum cost per click bid and the search engine’s perceived relevance of showing the ad to the user (the “quality score”). When a user clicks on the ad, a charge is incurred, and the user is directed to the Customer’s landing page. Additionally, Customer will be alerted, via ReputationAdvisor, to Resident reviews posted to various websites, wherein Customer may respond and manage public perception of its Properties. Through the Marketing Strategy Hub, Entrata will provide Customer with the ability to integrate with and transmit certain Customer Data to various web marketing platforms with which Entrata has developed an integration (e.g., Google My Business, Facebook Marketplace, Yext, etc.). MSH will also allow Customer to access and manage certain subscriptions through such integration services and report on leads and conversions generated through the same.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Responsibility for Content. Entrata will facilitate and manage PPC Services and SEO Services. For PPC Campaigns, Entrata will work directly with Customer on ad copy and information, which will be based on information on the Customer’s Properties’ websites. Customer understands that all ad copy utilized by Entrata’s Digital Marketing Specialists shall be collected from information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (for purposes of the Digital Marketing Service, "Content"), made available by Customer either directly or indirectly (e.g., from Customer’s websites). Customer assumes full and sole responsibility and legal liability for any and all of Customer’s Content, including without limitation, (a) all ad content, ad information, ad targeting options and keywords and ad URLs, whether generated by or for Customer; and (b) the text, metadata, keywords, links, landing pages, and availability of the websites. If Customer elects to change Content, all static or animated images must be created by Customer and provided to Entrata. Customer further agrees to keep its posts to social media, and/or any other site to which Customer may post content via ReputationAdvisor of MSH, reasonable in size and number so as to not unduly burden the Product. Customer further agrees to not use the Product to create or send spam or other illegal, libelous, or offensive communications. Customer assumes full responsibility and legal liability for any and all content posted by Customer via ReputationAdvisor and MSH, and for the accuracy, completeness, and legality of such content. Customer unconditionally warrants that it owns or has adequate licenses to all copyrights and intellectual property rights in and to all Content posted by Customer, and that Customer has obtained all necessary consents, permissions, releases, waivers, and rights needed by Customer and Entrata to post such Content.

3.2 Cancellation and Modification. Unless Customer instructs Entrata to opt out of certain PPC Campaign placements, Customer understands, authorizes and agrees that ads may be placed on any content or property provided by a pay-per-click advertising platform. Customer gives Entrata the authority to act on its behalf with respect to Google AdWords and/or BingAds online auction-based advertising, in order to modify keywords and settings in a timely manner. Customer must provide Entrata with timely written notification by the twentieth (20th) of the month if it wants to amend or cancel any specific PPC Campaign for the following month. Customer understands that the search engines will choose the timing and manner of any such cancellation, and Entrata cannot control the same. When using the PPC Services, Customer shall not advertise anything illegal or engage in any illegal or fraudulent business practice.

3.3 Representations and Warranties; Indemnification. Customer represents and warrants that all Customer Content provided to Entrata or the web marketing or social media platforms via the Product, whether directly or indirectly, is complete, correct, and current, and the use by Entrata or such platforms of any Customer Content will not violate any applicable law, regulation, code of conduct, or third-party rights (including without limitation Intellectual Property Rights). Customer shall indemnify, defend and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to (a) a violation of the foregoing, or (b) Entrata’s creation and use of derivative works of such Content. Customer further represents that while using the PPC Services, it shall not utilize another agency to provide the same or similar services, which might constitute “double serving.” Engaging in double serving could result in account suspension by the search engines and negatively affect the success of the SEO Services, for which Entrata will not be liable.

3.4 Compliance with Laws and Regulations. Customer will comply with all applicable laws and regulations in connection with or affecting the use of the Product. Customer will not use the Product to engage in any activity, directly or indirectly, that is illegal or fraudulent. Customer shall be solely responsible for its actions and the actions of its personnel while using the Product. Customer agrees to abide by all local, provincial, national, and international laws and regulations applicable to Customer's use of the Product, including without limitation all laws regarding the legality of electronic communications through the Product. Customer agrees to familiarize itself and comply with amendments to local, provincial, and national laws and regulations related to the use of the Product. It is Customer's sole responsibility to understand and comply with such laws.

4. RESPONSIBILITIES OF ENTRATA

4.1 Access. Customer acknowledges that for so long as Entrata provides the Product, Entrata shall have administrative access to manage all aspects of Customer’s pay per click advertising accounts. Should Customer have existing pay per click advertising accounts, Customer shall grant to Entrata administrative access and change access to all other individuals to “read only.” Entrata shall provide Customer with access to the PPC Services, the SEO Services, ReputationAdvisor, and the Marketing Strategy Hub for each of Customer’s ProspectPortal websites, which are hosted by Entrata on behalf of Customer.

4.2 PPC Services Features. The PPC Services features include, but are not limited to, the implementation of, monitoring of, and consulting with Customer on: PPC Campaigns; the selection of optimal keywords to be used for the PPC Services; managing accounts, in Entrata’s reasonable discretion and according to Customer’s reasonable directions, for which Entrata has been granted access; the creation of ads and landing pages for use in PPC Campaigns; and recommendations regarding the optimal ranges for the number of keywords required in Customer’s account, as well as keyword and ad grouping for optimal performance and opportunity generation within the pay-per-click platform. Unless otherwise directed by Customer, PPC Campaign ads may be served on a variety of advertising platforms, including but not limited to Google, Microsoft (Bing), Facebook, Twitter, YouTube, LinkedIn, and simpli.fi.

4.3 SEO Services Features. The SEO Services features include, but are not limited to, the creation of content for Customer’s webpages, including up to two revisions of such content (if Customer's website is not created or hosted by Entrata, Entrata will provide Customer with a list of recommended optimizations that Customer will be solely responsible for implementing); a dedicated Digital Marketing consultant; Google Analytics & Google Search Console setup; advanced SEO reporting dashboard with event tracking; extensive keyword research of local web traffic; SEO optimization of homepage; SEO optimization of all subpages (e.g. Overview, Photos, Floorplans); local directory listings; Yahoo local listing; Bing local listing; Yelp listing; on-page content writing; SEO friendly social icons addition to website; social posting; Facebook page creation; Twitter page creation; and Google My Business account creation.

4.4 Content Management. Entrata’s Digital Marketing Specialists will create customized content following industry standards to optimize click-through performance. Customer acknowledges that PPC Campaign ads may be modified from time to time, based upon performance. If Customer is utilizing another provider for the same or similar services, Customer acknowledges that Entrata shall not be liable for account suspension due to “double serving.” A copy of Google’s Third-Party policy is available to review here: https://support.google.com/adspolicy/answer/6086450?hl=en.

5. DISCLAIMER

Entrata does not warrant or make any representations concerning the accuracy or likely results of the Product. Entrata disclaims all guarantees regarding the positioning, levels, quality or timing of any of the PPC Campaigns, including but not limited to the (a) costs per click; (b) click through rates; (c) conversions or other results for any ads; and (d) location of ad placements. Customer understands and accepts the risk that a third party may generate clicks through improper means. Customer's exclusive remedy, and Entrata’s exclusive liability, for suspected invalid clicks is to receive a refund in the form of advertising credits from the search engine at the search engine’s sole discretion. Certain keywords and other actions may be prohibited by the search engines’ editorial guidelines, limitations, privacy policy restrictions, trademark restrictions and ad specification requirements. As examples, keywords may be prohibited in regulated industries, such as weapons, pharmaceuticals, or gambling. The search engines may also require that any claims made in the ads are verified on the landing page or in a disclosure statement.

Upon termination of Customer’s subscription to the Product in accordance with the Agreement, Entrata shall transfer access to any administrative accounts to an individual of Customer’s choosing, and Entrata’s access to such accounts shall be relinquished.

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1. OVERVIEW

Invoice Processing Services allows Customer to parse vendor invoices and enter invoice data into the Entrata Accounting accounts payable system. On behalf of Customer, Entrata will receive Invoices as designated by Customer, process such invoices, and push the resulting invoice data into the Entrata Accounting Product. Invoice Processing reduces manual data entry for on-site personnel, improves data accuracy, and allows Properties to embrace a paperless business model.

2. DEFINITIONS

2.1 “Customer Invoice” means an Entrata invoice for Services rendered, tendered to Customer during the term of the Sales Order that is consistent with the quantities of each Service delivered during the period covered by the invoice.

2.2 “Invoice Processing Service(s)” means those invoice processing and related services, as applicable, provided by Entrata, as more fully described below, including such services as may be provided by and through the Product.

2.3 “Invoices” means any invoice received by Entrata from vendors and other third parties, for the purpose of performing the Invoice Processing Services.

3. INVOICE PROCESSING SERVICE

Entrata will assist Customer with the management and control of Invoices by providing services as indicated below:

3.1 Description. Upon implementation of the Invoice Processing Services, Entrata will receive and process Invoices for Customer’s accounts payable. Invoices may be received in paper or electronic form. Upon receipt by Entrata, Invoices will be processed, and data will be entered into Customer’s Entrata Accounting Product for payment by Customer (or the party ultimately responsible for payment of such Invoices), within the timeframe outlined below. Customer is solely responsible for payment of said Invoices in accordance with the terms thereof. Entrata will not be responsible for any late fees, penalties, interest, or charges incurred as a result of Customer’s failure to provide any Invoice to Entrata in a timely manner. In no event will Entrata be liable for any late fees, penalties, interest, or charges incurred for any Invoice not received by Entrata at least five (5) business days before the due date of said Invoice.

3.2 Mail Room Processing. Entrata will receive Invoices and related mail at a dedicated USPS lockbox, process incoming mail in a secure mailroom, date stamp documents, and code for hardcopy archiving.

3.3 Document Imaging. All hard copy Invoices will be digitized for Customer’s ease of access and storage.

4. CUSTOMER’S OBLIGATIONS

4.1 Customer must provide all information necessary to implement and operate the Invoice Processing Services, and to achieve Customer target accounts payable dates.

4.2 Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to billing delays or errors caused by the failure of Customer or third parties to provide any data (including Invoices) in a timely and accurate manner.

4.3 IN ADDITION TO THOSE LIMITATIONS FOUND IN THE AGREEMENT, ENTRATA WILL NOT BE RESPONSIBLE FOR THE PAYMENT OF ANY ASSESSED LATE FEES, PENALTIES, INTEREST, OR CHARGES (“FEES”) INCURRED AS A RESULT OF DELAYED INVOICES BEYOND THE REASONABLE CONTROL OF ENTRATA. ENTRATA WILL ALSO NOT BE RESPONSIBLE FOR ANY FEES, CLAIMS, LIABILITIES, DAMAGES, LOSSES OR COSTS (INCLUDING ATTORNEYS’ FEES) INCURRED AS A RESULT OF CUSTOMER’S FAILURE TO TIMELY DELIVER INVOICES TO ENTRATA WHEN SO REQUESTED, OR FOR UNDELIVERED, UNPROCESSED, OR LATE-PROCESSED INVOICES NOT RESULTING FROM ANY NEGLIGENCE OR MISCONDUCT OF ENTRATA.

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1. OVERVIEW AND SCOPE OF USE

Entrata will provide Customer with access to the Job Costing Product via an online interface, displayed through Entrata’s administrative system, for viewing and managing projects, including both large- and small-scale projects, and for managing the accounts payable for such projects. Through the interface, Customer will have access to manage orders, invoices, payments, project progress, and associated documents. The Job Costing Product also contains budgeting and reporting capabilities and allows Customer to create draw requests and manage contracts.

2. DEFINITIONS

2.1 “Maintenance Release” means any available update or modification of the Software for the Product, including any correction, bug fix, patch or other work-around for the Software, created or developed by Entrata during the Term, but excluding a new version of any Product.

2.2 “Server(s)” means the server computers, as upgraded, replaced, or modified from time to time, that host the Administrative System and the Software for the Product.

3. REPORTS

Customer is solely responsible for communicating with the Administrative System to receive reports related to the Product. Entrata may also post reports in the Administrative System and send reports of certain transactions to Customer via email, if requested by Customer.

4. USE OF SERVICES

Customer agrees to use the Product only for Customer’s legitimate business purposes. Customer’s use of the Product may be on behalf of Property owners as an agent for such owners. Customer will not assign, copy, transfer, transmit, or permit access to the Product to Customer’s employees or any third party other than as expressly contemplated herein.

5. CONTENT RESPONSIBILITY

Customer agrees to use the Product in a commercially reasonable manner, and to refrain from uploading documents or data in size and quantity that would reasonably be expected to unduly burden the Product. Customer further agrees to not use the Product to create or send spam or other illegal, libelous, or offensive communications to any recipient. Customer assumes full responsibility and legal liability for any and all content created or uploaded by Customer via the Product, and for the accuracy, completeness, and legality of such content. Customer unconditionally warrants that it owns or has adequate licenses to all intellectual property (including copyrights, trademarks, patents, and all other similar rights) in and to all content posted by Customer, and that Customer has obtained all necessary consents, permissions, releases, waivers, and rights needed by Customer and Entrata to host or publish such content.

6. RESPONSIBILITIES OF ENTRATA

4.4 Access and Accuracy of Information. Entrata will provide Customer with access to the Product through the Administrative System for all Licensed Properties. Entrata will use commercially reasonable efforts to ensure the Entrata-created information and data used in the Product is accurate. Upon written notification of problems or inaccuracies, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Product.

7. DRAW REQUESTS

The draw request feature of the Product allows Customer to extract job financial information from the Product, compile documentation, and record funding deposits related to construction loan draw requests. Entrata does not warrant that such information will be sufficient to obtain requested funding from Customer’s lenders, nor that such information will comply with such lender’s requirements. Entrata is not responsible and will not be liable under any theory in law or equity, for any incomplete requests submitted to Customer’s lenders, or for the funding decisions of such lenders.

8. DISCLAIMERS, INDEMNIFICATION AND WARRANTY

4.5 Compliance with Law. Because laws and regulations change from time to time, the Product may not be updated to reflect the current state of all applicable compliance requirements of Customer. Customer should consult its own legal counsel with respect to compliance with any applicable laws and regulations. Entrata hereby disclaims all warranties with respect to the suitability or accuracy of the Product with regard to Customer’s legal compliance requirements.

4.6 Indemnification. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any transaction or dispute between any third party (including any Property owner or tenant) and Customer.

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1. SCOPE OF USE

Customer may use the InspectionManager Product to manage inspections of its facilities (i.e., apartment units, common areas, etc.). Such inspections may include, without limitation, make-readies, move-in/movie-out punch lists, cleaning checks, and preventative maintenance. Customer may use InspectionManager to define digital inspection forms that serve as templates for individual inspections. Customer may execute inspections, using these forms, where it may attach notes and images, capture digital signatures, and tie any accompanying action items to property level staff or residents, as applicable. Customer may use InspectionManager to approve inspections and facilitate the creation of efficient and automated work orders. A status indicator will appear in the Product, after an inspection, to prompt an approval. Inspection items that failed or have a note or image attached will be shown for review and approval. Review items can be changed and overridden, if necessary, by a user with sufficient privileges. Customer may print out hard forms and copies of the items used with the Product and save and upload any documents to create a digital audit trail.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the InspectionManager Product, wherein Customer may set up inspection locations and items, create action items needed to resolve failed inspection items, and create inspection forms within the system. Customer can specify whether inspections are created through a manual process or through a scheduling system and identify the person(s) required to execute the inspection (e.g., property level staff or a resident). Customer may assign an inspection to a specific unit or resident.

2.2 Compliance and Non-distribution. Customer must comply with all applicable laws and regulations in connection with, or affecting, the use of InspectionManager. Customer must not copy, abstract or reverse engineer the Software contained in the Product or the information contained in it, or make it available to any person or organization, and Customer must not permit others to do so. Customer must maintain the confidentiality of the Product and prevent unauthorized access to it.

2.3 Limitations. Customer agrees not to use the Product, the Administrative System, any content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.

2.4 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to its use of InspectionManager. Entrata may also post reports in the Administrative System and send reports of transactions to Customer via email, if requested by Customer.

2.5 Property Management Software. Customer understands if it is not using the Entrata Core Product, work orders may be automated, but will not be grouped under a single parent inspection work order. This is a limitation of Entrata's integrations with third-party management software and applies to work orders in general.

2.6 Accuracy of Information. Customer is responsible for maintaining the accuracy of information entered into the system. Customer assumes full responsibility and legal liability for any and all of Customer's content, and for the accuracy, completeness, and legality of Customer's content. Customer unconditionally warrants that it owns or has adequate licenses to all Intellectual Property Rights in and to Customer's content, and that Customer has obtained all necessary consents, permissions, releases, waivers, and rights needed by Customer and Entrata to use Customer's content pursuant to the Agreement.

3. RESPONSIBILITIES OF ENTRATA

3.1 Access. Entrata will provide Customer with access to the InspectionManager Product through the Administrative System for the number of Properties and at the rates set forth in the Sales Order or applicable amendment adding the InspectionManager Services.

3.2 Accuracy of Information. Entrata will use commercially reasonable efforts to ensure that the InspectionManager Product functions as outlined herein. Upon written notification of any problems, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Product.

3.3 Safeguard of Data. Entrata agrees that all data and information obtained from Customer is Customer's property and will be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information in a non-identifiable manner, and in the aggregate, to provide comparable data analysis in furthering the functionality of InspectionManager.

3.4 Product Delivery. Entrata will deliver the Product over the Internet. InspectionManager may be used by entering information via a desktop computer, tablet, or mobile device, or by manually recording information through a paper process and uploading it to the system.

3.5 Training and Customer Support. An Entrata representative will train and provide support to Customer on the setup and use of InspectionManager within the Administrative System. Once reasonably and adequately trained on the use of InspectionManager, Customer is solely responsible to train any of its Users that will use the Product.

Installation. Following and subject to receipt of any applicable setup Fees, Entrata will train Customer and provide technical assistance regarding implementation and use of InspectionManager.

Maintenance. Entrata will take commercially reasonable steps to implement and maintain the Software included in the Product, including any required maintenance fixes, patches, work-around solutions, and new versions of the Software.

4. DISCLAIMERS

4.1 Server Disruption and Inaccuracies. Entrata may, from time to time, experience server disruptions or outages that prevent or delay items, (including but not limited to purchase orders, resident charges, inspection forms, and the like) from being sent and received. Upon the occurrence of any such disruption, Entrata's sole responsibility will be to re-send any undelivered items. Subject to the foregoing, Entrata will have no other responsibility for, and bears no liability with respect to, any damages arising from Customer's use of InspectionManager.

5. INTELLECTUAL PROPERTY RIGHTS

The Product, its Software, and all non-Customer information in it are proprietary to Entrata and embody valuable confidential information and trade secrets of Entrata. The furnishing of the Product does not constitute the granting or waiver by Entrata of its proprietary interest. Customer acknowledges and agrees that it acquires no rights in or to the Product, except as specifically set forth herein.

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1. DEFINITIONS

1.1 "ACH Network" means Automated Clearing House Network, which is a batch processing, store-and-forward system that accumulates and sorts ACH transactions by destination for transmission during a predetermined time period.

1.2 "ACH Transaction" means a Transaction in which an electronic check is processed whereby payment instruction and authorization are given by the Payor over the Internet, phone or similar device, and where such Transaction is originated and sent based solely on the payment instruction and authorization and not on, or created from, any paper document or item.

1.3 "Applicable Law" means all federal, state, and local regulations that govern or affect any services provided in connection with this Agreement, including but not limited to those of NACHA, the Card Associations and Regulation E of the Electronic Funds Transfer Act and Title 31 of the Code of Federal Regulations Part 210.

1.4 "Charge Back Fee" means the fee applied to a credit card charge which is submitted for dispute by the Payor to the credit card issuer.

1.5 "Failed Transaction Fee" means the fee applied to a Transaction that failed in the submission process.

1.6 "Fixed Credit Card Fee" means the fixed fee that is charged to the Payor on a credit or debit card transaction.

1.7 "Fixed Electronic Check Mark-up Fee" means the fixed markup fee that is charged to the Payor on an electronic check transaction.

1.8 "Fixed Markup Fee" means the fixed markup fee that is charged to the Payor on a credit or debit card transaction.

1.9 "Hardware" means the physical card reader device provided by Entrata to Customer which is compatible with a Tablet Device.

1.10 "NACHA" means the National Automated Clearing House Association.

1.11 "NSF Fee" means the fee that is charged to the Payor or Customer when an ACH Transaction results in a notification of non-sufficient funds.

1.12 "ODFI" means Originating Depository Financial Institution, which is the institution that receives payment instructions from Payor and forwards the entries to the ACH Network.

1.13 "Payment Processor" means EntrataPay, LLC, a wholly-owned subsidiary of Entrata, and the payment processor appointed by Entrata to process Payor payments. Either Entrata or Payment Processor will process Payor payments pursuant to the Agreement, and Customer acknowledges that Entrata may act, or appoint EntrataPay, LLC, as payment processor in its sole discretion. Customer will be notified of the appointment of the Payment Processor, and references to Payment Processor herein shall only be applicable to the extent the Payment Processor has been appointed by Entrata.

1.14 "Payment Services" means card and ACH processing services provided by Entrata or Payment Processor through the ResidentPay Product that provides Payors with the ability to make payments using a bank account, credit or debit card.

1.15 "Payor" means Customer's customer that owes fees to the Customer (or "Payee") as payment for the goods and services provided by the Payee. Payors include but are not limited to apartment residents, commercial real estate tenants, or renters of storage or parking space.

1.16 "RDFI" means Receiving Depository Financial Institution, which is the institution that receives the ACH entries and posts the entries to the accounts of Payors.

1.17 "Returned Entries" means any Transactions returned from the RDFI.

1.18 "Reversal Fee" means the fee applied to a Transaction when Customer chooses to reverse a Transaction back to the Payor's credit or debit card or bank account.

1.19 "Rules" means, collectively, the NACHA Operating Rules and Guidelines and the rules, operating regulations, policies, by-laws, and/or procedures issued by the Card Associations, including but not limited to the Payment Card Industry Data Security Standard, the Visa Cardholder Information Security Program, the Mastercard Site Data Protection Program, the AMEX Merchant Operating Guide (www.americanexpress.com/merchantopguide) and any other program or requirement that may be published and/or mandated by the Card Associations or card issuers from time to time.

1.20 "Tablet Device" means a computer with a screen resolution of 1024x600px or greater which is produced and marketed by Apple Computers or Android which run on a platform approved by Entrata, owned by Customer and are compatible with the Hardware.

1.21 "Third-Party Money Order Network Provider" means a company, such as MoneyGram or other company with which Entrata or Payment Processor has a contractual relationship, that receives cash payment from Payors at a physical location which includes, but is not limited to, grocery store kiosk locations, convenience store kiosk locations, and other locations, and after such cash payments are made, Payors are provided a payment receipt.

1.22 "Third-Party Sender" shall have the definition contained in the NACHA Rules and for purposes of this Agreement refers to Entrata or Payment Processor.

1.23 "Transaction" means a payment for the purchase or lease of goods and services by Payor using the Payment Services. This term also includes credit transactions and adjustments when appropriate.

1.24 "Waived Fee" means the fee applied to a Transaction when Customer chooses to waive a Transaction fee.

2. SCOPE OF USE

Customer or Payor may use the ResidentPay Product to initiate, through the Administrative System, ACH, credit, or debit card Transactions incidental to, and reasonably arising out of, Customer's rental of real estate to Payors, and also to view reports showing Transaction activity. The Payment Service may be used in connection with the number of Properties at the rates declared and subject to the fees stated herein. All development and setup Fees are also set forth in the applicable Sales Order.

3. SERVICES

3.1 Entrata shall make the ResidentPay Product available to Customer and Payor that shall allow Customers and Payors to input electronic payment information and authorize the initiation of electronic fund transfers via ACH and debit and credit card Transactions during the Term. For ACH Transactions, Entrata or the Payment Processor is the Third-Party Sender of the payment instructions to the third-party bank with whom Entrata or the Payment Processor has a relationship, which will act as the ODFI for ACH Transactions. For credit or debit card Transactions, Entrata or the Payment Processor is a Payment Facilitator as such term is defined by the Card Associations. Entrata and the Payment Processor are responsible for complying with Applicable Law and the Rules when providing these Payment Services. Customer authorizes Entrata to join Payment Processor as party to the Agreement.

3.2 Customer hereby, and in accordance with the Agreement, appoints Entrata and Payment Processor as its authorized agent with full power and authority to act on behalf of Customer to (i) receive payment instructions from the Payor and process and submit Transactions to the ODFI and/or third party payment processor in accordance with its terms; and (ii) to the extent applicable, receive payments from Payor, and, in each case, Entrata and Payment Processor hereby accepts such appointment . Entrata and Payment Processor shall be responsible for processing Transaction requests and providing responses and for settlement activities for authorized Transactions. All credits and debits in connection with such Transactions will be directed into a designated account which shall be used to facilitate payment of amounts due. Once the funds clear, Entrata or Payment Processor shall promptly direct the settlement of such funds to Customer's designated account. Payment from Payor to Entrata or Payment Processor by use of the Payment Services shall be considered payment to Customer, extinguishing the Payor’s payment obligation to Customer (in the amount paid by the Payor) as if the Payor had paid Customer directly. Entrata or Payment Processor, and not the Payor, is solely liable to Customer for Payor funds if Entrata or Payment Processor fails to remit funds to Customer. Notwithstanding the foregoing, nothing in this section is implied to discharge the payment obligations of a Payor in the event that a Transaction is returned or rejected for any reason. Entrata, Payment Processor, and Customer further acknowledge and agree that (i) Payors will receive a receipt upon payment that will indicate that payment has been made on the applicable date; and (ii) Entrata and Payment Processor shall be held out to the public as accepting payments on behalf of the Customer.

4. RESPONSIBILITIES OF CUSTOMER

4.1 Merchant Approval. Customer is responsible for successfully completing the merchant account application process. Customer will fill out a separate application that will be provided by Entrata. The application will require Customer to fill out detailed company information and provide certain documentation which may include but is not limited to a copy of the entity filing with a government agency, credit card processing statements, a business profile, and a management agreement. The owner or an officer of the applicant will be required to sign the application and provide a personal guarantee in order to be approved. If Customer is also required to sign an entity guarantee, entity tax information, financial statements and bank statements may be required. If Customer at any time is unwilling to cooperate or if merchant approval is denied due to bad credit, a history of bankruptcy, a history of fraudulent transactions, or for any other reason, set up Fees will not be refunded. The foregoing notwithstanding, upon mutual agreement between Customer and Entrata, Customer may request that individual fee-managed Properties be separately considered for merchant approval pursuant to the process described in this Section, or, at the sole discretion of Entrata, such Properties may be separately underwritten by, and such Properties' merchant accounts managed through, Entrata. In the event Entrata agrees to underwrite an individual Property, an owner or officer of such Property must execute a copy of this Agreement and agree to all the terms and conditions set forth herein as a "Customer" hereunder. In connection with such underwriting approval for a Property, Entrata may require each Property to complete the underwriting process as outlined above. If a Security reserve account is required, such account must be capitalized in the amount required by Entrata, and Entrata must be authorized to withdraw amounts required to cover any liabilities incurred by Entrata in connection with the underwriting of such Property.

4.2 Authorization for In-Person and Telephone Transactions. Customer shall obtain authorization from the Payor prior to initiating a debit or credit to the Payor's account when Payor requests that Customer take such action in person. Customer shall retain proof of the Payor's authorization for a period of two (2) years after receipt of the authorization, or for the appropriate period designated by the Rules and Applicable Law. In the event that a Payor initiates a Transaction that requires telephone authorization, Customer agrees to never initiate said payment unless the Payor gives the required authorization to Customer via telephone. Notification of conversion of checks to ACH must be posted and clearly visible in the leasing office and on the drop box. Customer will not manually enter check information to the Administrative System to create an ACH Transaction. All checks must be drawn on a U.S. bank.

4.3 Submitting Transactions. Customer shall submit debit and credit requests via the Administrative System for Payor-related charges only (i.e., rent and other charges incidental to such Payors' rental of real estate marketed by Customer).

4.4 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports of Transactions. Entrata may also send reports of Transactions to Customer via email, if requested by Customer.

4.5 Representations for Customer Initiated Payments. In the event that Customer is entering the payment data into the Administrative System and initiating a payment on behalf of Payor, Customer warrants to the best of its knowledge with respect to all such Transactions processed by Entrata or Payment Processor on behalf of Customer that Customer has an agreement in place with Payor whereby:

1. the Payor authorized the debiting and/or crediting of its accounts by Customer,
2. each Transaction is for an amount agreed upon by the Payor in such agreement, and
3. each Transaction is in all other respects properly authorized. Customer shall provide proof of authorization for any Transaction to Entrata or Payment Processor upon request.

If and when Customer receives notice that any Payor's Transaction initiated by Customer has been rejected, Customer shall not initiate any further Transactions with respect to such Payor until the cause for rejection has been corrected. Customer shall cease initiating Transactions immediately upon receipt of any actual or constructive notice of any Payor's termination or revocation of authority.

4.6 Notice of Erroneous or Unauthorized Transfers. Customer shall regularly and promptly review all Transactions and other communications from Entrata and shall promptly notify Entrata upon discovery of all discrepancies between Customer's records and those provided by Entrata, the ODFI, or Customer's bank, or with respect to any transfer that Customer believes was made without proper authorization. Upon notification by Customer, Entrata will use commercially reasonable efforts to provide Customer a method to reverse the Transaction of which it was notified.

4.7 Identifying Numbers. Customer acknowledges that Entrata or Payment Processor may rely solely on identifying numbers provided by Customer to determine the bank and account of the Payor even if the numbers identify a bank or account holder that differs from the one that Customer identified by name. In other words, if Customer provides an account number and the name of the account, Entrata or Payment Processor may rely solely upon the account number.

4.8 Convenience Fees. Customer authorizes Entrata and Payment Processor to collect convenience fees from Payors utilizing the Payment Services to pay amounts due to Customer. Such convenience fees are collected by Entrata or Payment Processor, as a Third-Party Sender or Payment Facilitator, for the convenience of providing the ability to pay amounts to Customer through an online gateway. Customer acknowledges that such convenience fees are consideration for its provision of the Payment Services, and Customer may decide to absorb these fees on behalf of its Payors. Under no circumstances is Customer permitted to charge fees to Payors in a face-to-face environment for the use of any payment method. The fees in this Section are non-refundable.

4.9 Retracting Funds (NSF’s). Customer must allow funds to be pulled from settlement bank accounts in cases of returned Payor payments. Customer will need to contact its bank to make sure this process is set up before any Transaction is processed. Failure to comply with this requirement may result in additional fees, which Customer agrees to pay or reimburse to Entrata or Payment Processor.

4.10 Waived Convenience Fees. Customer agrees to pay all transaction processing expenses incurred when convenience fees are waived on a given Transaction. If Customer chooses to allow Entrata or Payment Processor to charge a convenience fee to the Payor, and the Payor agrees to pay the fee and initiates the Transaction, and if Customer later chooses to reimburse the Payor for the total amount of the transaction, Customer agrees to reimburse the cost of the convenience fee to Entrata or Payment Processor.

4.11 Charge Back Fees. In accordance with the Rules and Applicable Law, a card holder may submit a charge back or other return payment request to the card holder's card association for many reasons, including but not limited to a claim that he or she did not authorize the payment or a claim that the payment was processed fraudulently. If a charge back or other return payment request occurs, Customer agrees that Entrata or Payment Processor will

1. debit any applicable amount from Customer's settlement bank account,
2. debit any applicable Fee from Customer's settlement bank account, and
3. email Customer notice of and information about the charge back or return payment request. Customer is liable to Entrata or Payment Processor for fees associated with returned payments during the Term of this Agreement and for one calendar year following the termination of this Agreement. During the term of this Agreement, if Customer desires that Entrata or Payment Processor dispute the charge back or returned payment on Customer's behalf, Customer will have five (5) days to submit a written request to Entrata, a copy of the respective Payor's lease agreement, and any other documentation requested by the credit card association. CUSTOMER UNDERSTANDS THAT ENTRATA AND PAYMENT PROCESSOR PROVIDES NO WARRANTEES AS TO THE SUCCESS OF A DISPUTE, AND THAT THE CREDIT CARD ASSOCIATION MAY NOT RESPOND TO SUCH DISPUTE FOR UP TO SIX (6) MONTHS. ENTRATA STRONGLY RECOMMENDS THAT, IN CONJUNCTION WITH ANY DISPUTE, CUSTOMER CONTACT THE PAYOR IMMEDIATELY TO ADDRESS ANY MATTERS OF PAYMENT.

4.12 Change of Settlement Bank Accounts. It is the responsibility of Customer to notify Entrata no less than one (1) week in advance of any changes in settlement bank account information. Bank changes can only be made by Customer completing a "Merchant Change Request" through the Administrative System. Failure to notify Entrata of any change or cancellation of settlement bank account information may result in additional fees.

4.13 Reversal Fees. Transaction reversal functionality will be made available to Customer through the Payment Services. CUSTOMER IS RESPONSIBLE FOR ANY LIABILITY ASSOCIATED WITH USE OF THE REVERSAL FUNCTIONALITY, INCLUDING, BUT NOT LIMITED TO CIRCUMSTANCES WHEREIN A PAYOR'S ORIGINAL PAYMENT IS EVENTUALLY NOT ACCEPTED OR RETURNED BY A ODFI OR RDFI AFTER CUSTOMER HAS USED THE REVERSAL FUNCTIONALITY TO REFUND A PAYMENT TO A PAYOR. Customer agrees to reimburse Entrata, Payment Processor, or any third party if Transactions reversed by Customer are returned, charged back, or otherwise made unavailable after Customer has reversed the Transaction. Transaction reversals may require as many as ten (10) business days to complete and settle to Customer's bank account. Customer agrees to pay the payment reversal Fees set forth in the Sales Order each time it initiates a reversal.

4.14 ACH and Fast Funds Refund Fees. Refund functionality will be made available to Customer and may be used at Customer's discretion. CUSTOMER IS RESPONSIBLE FOR ANY LIABILITY ASSOCIATED WITH USE OF THE RESIDENT PAYMENT REFUND FUNCTIONALITY. Payment refunds may require as many as ten (10) business days to complete and settle to the receiving bank account. Customer agrees to pay any associated refund Fees as set forth in the Sales Order each time a reversal is initiated.

4.15 ResidentPay Intermittent Fees and Electronic Debit. Customer is responsible for paying all applicable fees set forth herein, including, but not limited to chargeback fees, failed transaction fees, convenience fees, waived fees, reversal fees, and return fees (collectively, the "Intermittent Fees"). Customer agrees to allow Entrata or Payment Processor to electronically debit any applicable Intermittent Fees from Customer's designated bank account on the 11th day of each month, or the first business day thereafter.

4.16 Activating Donations Function. Should Customer wish to allow for donations to be made via the ResidentPay Product, Customer will select and populate the charity lists available and will disperse all donation payments to the charity/charities made available to Customer's residents. Customer will request its Entrata account manager to turn on self-run donations. Charity donations made through the ResidentPay Product are not refundable, and it is Payor's responsibility to print a record of the donation if the Payor wishes to have such a record. Entrata is not liable under any circumstances for any losses incurred by use of the donations function.

4.17 Paperless Program. Customer shall encourage all residents to submit payments via the ResidentPay system by communicating the availability of online payments via brochures, email or other marketing initiatives as agreed upon by the parties. In order to best communicate this information to its residents, Customer shall receive custom marketing materials and custom training from Entrata. Customer agrees that after such training and distribution of marketing materials, it shall seal any dropboxes, update its move-in process and documentation to reflect its encouragement of online payments, and adopt an on-site manual contact email, which may be provided by Entrata. Customer shall comply with all State and Federal laws regarding the acceptance of payments from and marketing to residents.

5. RESPONSIBILITIES OF PROVIDER

5.1 Authorization. When the Payor initiates a Transaction, Entrata or Payment Processor shall obtain authorization from the Payor through the Payment Services prior to processing a debit and/or credit to the Payor's account. Entrata and Payment Processor shall retain proof of the Payor's authorization for a period of two (2) years after receipt of the authorization, or for the appropriate period designated by the Rules and Applicable Law.

5.2 Accepting Transactions. Entrata and Payment Processor shall accept debit and credit requests via the Administrative System and shall submit the requests to the ODFI at least once during each business day. All debit and credit requests between the ODFI and the ACH or card network are the responsibility of the ODFI. Customer agrees that Entrata and Payment Processor will not be held responsible for any losses, directly or indirectly, incurred by Customer or other third parties as a result of the actions of the ODFI. Customer understands that a separate agreement may be signed between Customer and the ODFI. Entrata and Payment Processor expect the ODFI to use commercially reasonable efforts to submit requests to the ACH or card network at approximately midnight of each business day. Entrata and Payment Processor will use commercially reasonable efforts to automatically cancel unconfirmed Transactions using a Visa branded card not captured after seven days, requiring re-submission of the payment. Entrata and Payment Processor will use commercially reasonable efforts to automatically cancel any un-captured payment of any other status type after thirty days, requiring re-submission of the payment.

5.3 Originating Transactions. Customer and its Licensed Properties hereby authorize Entrata and Payment Processor as its authorized agent to originate Transactions on behalf of such Licensed Properties. Entrata and Payment Processor shall use the information provided by Customer to originate Customer's Transactions to the ACH or card network. Customer is responsible for maintaining the accuracy of such information and making the same available to Entrata and Payment Processor upon request. Entrata or Payment Processor may delay or reject such Transactions without prior notification to Customer for any reason permitted or required under the Rules and Applicable Law, including but not limited to any violation of said Rules and Applicable Law.

5.4 Returned Entries and Notices of Change (NOC). Entrata and Payment Processor shall apply returned entries to Customer's account upon receipt. Upon receipt of returned Transactions, Entrata and Payment Processor shall create and make available to Customer a report containing the detailed information regarding all returned entries. Entrata and Payment Processor accept responsibility for correcting all NOCs received.

5.5 Transaction Modification or Deletion. Customer acknowledges that once a Transaction is submitted to the ACH or card network, it cannot be modified or deleted. However, if the Transaction has not yet been submitted to the ACH or card network at the time of Customer's request, Entrata and Payment Processor shall make reasonable efforts to comply with Customer's change or modification requests. ALL such requests must be submitted to Entrata and Payment Processor in proper form, executed by authorized personnel of Customer, and delivered by hand or facsimile (including email) to Entrata and Payment Processor within the timeframe established by the Rules and Applicable Law. Customer agrees that Entrata and Payment Processor will not be held responsible for any losses, directly or indirectly, incurred by Customer or other third parties as a result of Entrata's or Payment Processor’s inability to accomplish the requested modification or deletion before the Transaction has been submitted to the ACH or card network.

5.6 Compliance with the Rules and Applicable Law. Entrata, Payment Processor, Customer, and Customer's Licensed Properties hereby agree to comply with and be bound by any applicable Rules and Applicable Law. Customer and its Licensed Properties agree not to originate Transactions that violate the Rules and/or Applicable Law, which include, but are not limited to, sanctions enforced by the Office of Foreign Assets Control ("OFAC"). Entrata and Payment Processor may at any time change its processing procedures in order to be compliant with the Rules and Applicable Law.

5.7 Right to Audit. Entrata reserves the right, upon reasonable notice, to conduct an audit of Customer and/or Customer's Licensed Properties, solely for the purpose of determining compliance with the Rules and Applicable Law and this Agreement.

5.8 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any property and/or aggregate or anonymized resident information supplied to Entrata by Customer, related to this Product, may be used by Entrata to provide Services relevant to the rental of Properties, and for the purpose of leasing or managing residential or commercial real estate.

5.9 Safeguard of Data. Entrata and Payment Processor agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods, including encryption; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Product.

5.10 Implementation and Underwriting. Entrata will be responsible for performing its setup and implementation responsibilities as described herein. The initial setup and implementation will be completed as soon as possible or by the date specified in the Sales Order, provided, however, this time period may change due to disruptions in the development process, extended or changed requirements, delays by Customer, or other factors. Entrata will notify Customer when Setup is complete. If Customer fails to timely initiate or pass the underwriting process, Entrata will not be responsible for any delays caused thereby and no reimbursements will be made for implementation Fees paid to Entrata.

5.11 Transaction and Other Fee Changes. Due to changes in card association buy rates, acquirer fees, and other costs beyond Entrata's reasonable control, processing fees may be adjusted or added by Entrata at any time to recoup Entrata's additional mandatory expenses in providing the Payment Services. Should Entrata increase its fees pursuant to this section, the total of such increases among all Entrata customers shall in no event exceed the total of the additional costs imposed upon Entrata. Customer will be given 30 days’ written notice before any change in transaction pricing occurs. Customer acknowledges that SMS Aggregators may charge additional or new SMS Message Fees that are beyond Entrata's reasonable control. Customer is responsible for payment of any and all SMS Message Fees required by SMS Aggregators in connection with the SMS Messages provided in connection with ResidentPay. Such additional SMS Message Fees may be reflected in the form of updated monthly Fees charged by Entrata.

5.12 Money Order Processing. Customer understands and agrees that there are inherent risks associated with the acceptance of money orders, including but not limited to the risk of fraudulent activity by Customer's employee at a Property in which the employee assigns an un-assigned money order to him or herself. In the event that Customer's business processes include the acceptance of money orders, Customer accepts full responsibility for any losses, costs, or expenses that Customer, Entrata, Payment Processor, or any third party suffers or incurs as a result of Customer's acceptance of money orders therewith.

5.13 Cash Payment at Money Order Network. In the event that Customer opts to license cash processing services through a Third-Party Money Order Network Provider which has integration with Entrata, Customer understands that there may be occasional delays in settlement. In addition, Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any errors or losses by the Third-Party Money Order Network Provider.

5.14 Credit Entries subject to UCC4A. Credit entries subject to Article 4A of the Uniform Commercial Code (UCC4A) may be transmitted through the ACH Network. Credit given by the RDFI to the Payor for the credit entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of UCC4A. If the RDFI does not receive such payment for the credit entry, the RDFI is entitled to a refund from the Payor in the amount of the credit to the Payor's account, and Customer and its Licensed Properties will not be considered to have paid the amount of the credit entry to the Payor.

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1. DEFINITIONS

1.1 "Account" means a deposit account of Customer maintained at a financial institution.

1.2 "Business Day" means a weekday when banks are open for regular business activity and excludes banking holidays.

1.3 "Check" means a negotiable demand draft drawn on or payable through

1. a financial institution,
2. a Federal Reserve Bank or a Federal Home Loan Bank, or
3. the Treasury of the United States. The term Check also includes: 1. a demand draft drawn on a state or local government that is not payable at or through a financial institution, 2. a United States Postal Service money order, and 3. a traveler's check drawn on or payable through a financial institution.

1.4 "Check 21 Adjustment" means the adjustment made when the Imaged Item does not meet Federal Reserve Bank image requirements or the amount entered does not match the amount on the Check.

1.5 "Check 21 Returns" means the return item produced when a Payor does not have sufficient funds in his or her bank account from which the Check was drafted.

1.6 "Imaged Item" means the digitized image of a Check that is created by Customer and transmitted using the Services.

1.7 "Image Exchange Item" means an Imaged Item cleared and settled directly with a Payor Financial Institution.

1.8 "Laws and Regulations" means 12 C.F.R. Part 229 (Regulation CC) and the Uniform Commercial Code and any other applicable law, as each may be amended from time to time.

1.9 "Payment Processor" means EntrataPay, LLC, a wholly-owned subsidiary of Entrata, and the payment processor appointed by Entrata to process Payor payments. Either Entrata or Payment Processor will process Payor payments pursuant to the Agreement, and Customer acknowledges that Entrata may act, or appoint EntrataPay, LLC, as payment processor in its sole discretion. Customer will be notified of the appointment of the Payment Processor, and references to Payment Processor herein shall only be applicable to the extent the Payment Processor has been appointed by Entrata.

1.10 "Payor" means Customer's customer that has issued a Check payable to Customer. Payors include but are not limited to apartment residents, commercial real estate tenants, or renters of storage or parking space.

1.11 "Payor Financial Institution" means the United States financial institution ordered in an Imaged Item to make payment to the payee(s) named on the Imaged Item.

1.12 "Reserve Account" means that bank account referenced in Section 6.5.

1.13 "Services" means the check scanning services described in this section of the Terms and Conditions, as well as the procedures, protocols and Software to be provided by Entrata or Payment Processor to Customer to enable the processing of Imaged Items digitally as Image Exchange Items through image exchange networks and presentment to a financial institution, local clearing house, courier or other entity or location for presentment of Imaged Items.

2. SCOPE OF USE

Customer will capture digitized images of Checks received incidental to and reasonably arising out of Customer's rental of real estate to Payors, using Software and equipment provided by or through Entrata. Customer shall transmit its output files as provided in the Documentation.

3. SERVICES

3.1 Transmission. Entrata will provide to Customer Services required to enable Customer to transmit Imaged Items to Entrata's designated processor to be cleared as an Image Exchange Item ("Transaction"). Customer hereby, and in accordance with the Agreement, appoints Entrata and Payment Processor as Customer's authorized agent with full power and authority to act on behalf of Customer to (i) transmit the Imaged Items to its third-party payment processor in accordance with its terms; and (ii) to the extent applicable, receive payments from Payor, and, in each case, Entrata and Payment Processor hereby accept such appointment. All credits and debits in connection with such Transactions will be directed into a designated account which shall be used to facilitate payment of amounts due. Once the funds clear, Entrata or Payment Processor shall promptly direct the settlement of such funds to Customer's designated account. Payment from Payor to Entrata or Payment Processor by use of the Services shall be considered payment to Customer, extinguishing the Payor’s payment obligation to Customer (in the amount paid by the Payor) as if the Payor had paid Customer directly. Entrata or Payment Processor, and not the Payor, is solely liable to Customer for Payor funds if Entrata or Payment Processor fails to remit funds to Customer. Notwithstanding the foregoing, nothing in this section is implied to discharge the payment obligations of a Payor in the event that a Transaction is returned or rejected for any reason. Entrata, Payment Processor, and Customer further acknowledge and agree that (i) Payors will receive a receipt upon payment that will indicate that payment has been made on the applicable date; and (ii) Entrata and Payment Processor shall be held out to the public as accepting payments on behalf of the Customer. Customer authorizes Entrata to join Payment Processor as party to the Agreement.

3.2 Payment. Customer's Account will be provisionally credited upon Entrata's and Payment Processor’s acceptance of Imaged Items for deposit. Customer will create images of Checks at its location by use of scanning hardware and Software. Customer will enter all amounts and any other required information correctly. The Imaged Items will be transmitted by Customer, or Entrata's and Payment Processor’s authorized processor, over the Internet through an application interface. All Imaged Items received by Entrata or Payment Processor are accepted subject to Entrata's or Payment Processor’s verification and final inspection and may be rejected by Entrata or Payment Processor in its sole discretion.

4. RESPONSIBILITIES OF CUSTOMER

4.1 Customer's General Responsibilities. In connection with use of the Product, Customer shall comply with the following:

1. Customer shall be responsible for training its Users in the use of the Product.
2. Customer will only submit Checks for processing to Entrata and Payment Processor that meet the definition of "Check" and will ensure that the Checks scanned comply with the Laws and Regulations, for Payor-related charges only (i.e., rent and other charges incidental to such Payors' rental of real estate marketed by Customer)
3. Customer will not process any: 1. Third-party Checks, 2. Check that is irregular in any way, 3. Check that has been returned unpaid for any reason, 4. Check that is more than six (6) months old, 5. Check drawn on a foreign bank or payable in a foreign currency, 6. Check made payable to cash, 7. Check which is drawn on a deposit account of Customer at any financial institution, or a deposit account of any business entity of which Customer is a principal, officer or authorized signer, 8. Demand drafts or remotely created Checks, or 9. "Substitute Check" as such term is defined in the Laws and Regulations.
4. Entrata's or Payment Processor’s processing of any Imaged Items that do not meet the definition of Check ("Non-qualifying Items") shall not constitute a waiver by Entrata or Payment Processor or obligate them to process such Non-qualifying Items in the future. Customer will: 1. Ensure that Checks are processed to permit only financial institutions to acquire rights of a holder in due course in the collection process of Imaged Items, and 2. Handle, process, maintain and destroy Checks as set forth in Section 5.1 and in the Documentation. 3. Use the Services in accordance with the Documentation and for Payor-related charges only (i.e., rent and other charges incidental to such Payor's rental of real estate marketed by Customer). Customer will provide, at its own expense, an Internet connection, and all other computer hardware, software and other equipment and supplies required to use the Product.
5. Customer shall be responsible for verifying Entrata's or Payment Processor’s receipt of Customer's Transactions by verifying that deposits have been posted to the appropriate Account and will cooperate in any investigation and in resolving any unsuccessful or lost transmission with Entrata.
6. Customer shall be responsible for installing and implementing any changes and upgrades to the Product as required by Entrata within five (5) days to ensure compliance with regulatory changes or developments, or to protect the integrity and security of the Services. Customer will ensure that the equipment used in connection with the Product is operating properly and ensure that the Imaged Items are legible for all posting and clearing purposes.
7. Customer shall use commercially reasonable efforts to preserve the confidentiality of any user identification, password, test key, or other code, authentication method or Access Credentials provided by Entrata or otherwise required for use of the Services and shall further prevent the use of the Services by unauthorized persons. Customer assumes full responsibility for the consequences of any missing or unauthorized use of or access to the Services or disclosure of any confidential information or instructions by Customer or its Users.
8. Customer will retain each Check in accordance with the requirements set forth in the Documentation. If not directed otherwise by Entrata, Customer will store Checks in a secure environment for such time as Customer deems necessary and advisable, but in no event less than seven (7) days or more than forty-five (45) days after such Imaged Item has been digitized and processed. Customer shall take appropriate security measures to ensure that: 1. only authorized personnel shall have access to Checks, and 2. that the information contained on such Checks or on any corresponding Imaged Items are not disclosed to third parties. Upon request, Customer will, within 48 hours, provide any retained Check (or a sufficient copy of the front and back of the Check) to Entrata. Customer will use a commercially reasonable method which is consistent with any requirements of the Laws and Regulations and approved by Entrata to destroy Checks after the retention period set forth in this Section has expired.
9. Customer understands and agrees that an Imaged Item that is not paid by a Payor Financial Institution, or is otherwise returned for any reason, will be returned to Customer and the Account charged for the amount of the Imaged Item plus any associated fee as set forth in the Sales Order. Entrata's right to charge the Account will apply without regard to whether the Imaged Item is timely returned to Entrata or whether there is any other claim or defense that the Imaged Item has been improperly returned to Entrata.
10. Customer will not use the Product to engage in any activity directly or indirectly that is illegal or fraudulent.

4.2 Compliance with Law. Customer shall comply with all applicable Laws and Regulations. It is Customer's responsibility to fulfill any compliance requirements or obligations that Entrata, Payment Processor, and/or Customer may have with respect to the Services under all applicable Laws and Regulations.

5. ENTRATA'S RIGHTS AND RESPONSIBILITIES

5.1 Processing. For all Imaged Items processed by Customer, Image Exchange Items will be presented for payment through image exchange networks. Entrata and Payment Processor may in its sole discretion determine the manner of processing. All such processing and presentment shall be done in accordance with timeframes and deadlines set forth in the Documentation and as otherwise established by Entrata and Payment Processor from time to time. Entrata and Payment Processor will not be responsible for failing to transmit or any delays in transmitting an Imaged Item for presentment if such transmittal would result in the violation of any provision of the Laws and Regulations.

5.2 Returns. Unless otherwise agreed, Entrata and Payment Processor will process any returned Imaged Items in accordance with the Laws and Regulations.

5.3 Funds Availability. Entrata or Payment Processor may retain, place a hold on, or remove funds in any account in an amount and for a period of time determined in Entrata's or Payment Processor’s sole discretion to cover any liability related to a returned or charged back Imaged Item or any other cost, exposure or action for which Entrata or Payment Processor may be responsible following the termination of this Agreement. Without limitation, Customer recognizes that under the Laws and Regulations, Entrata's and Payment Processor’s representations and warranties regarding Image Exchange Items may expose Entrata and Payment Processor to claims for up to two years following processing of the Image Exchange Item.

5.4 Refusal to Process. Entrata and Payment Processor may, at its sole discretion, with or without cause, at any time and from time to time, refuse to process any Imaged Items. Entrata and Payment Processor may from time to time establish exposure limitations and assign them to Customer.

5.5 Reserve Account. In case of risk, Customer acknowledges that Entrata may from time to time require that Customer fund specified amounts as reserve funds to be kept available in an account (the "Reserve Account"). Entrata will provide notice to Customer of any reserve requirement, and Customer shall immediately fund the Reserve Account to meet such requirements. Entrata and Payment Processor may withhold and use any amounts due to Customer to maintain any Reserve Account at levels specified by Entrata. Entrata and Payment Processor may debit the Reserve Account to exercise its rights under this Agreement and to collect any amounts due to Entrata or Payment Processor, including, without limitation, rights of set-off and recoupment.

5.6 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any property and/or aggregate or anonymized resident information supplied to Entrata by Customer, related to this Product offering, may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of Properties, and for the purpose of leasing or managing residential or commercial real estate.

5.7 Safeguard of Data. Entrata and Payment Processor agree that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Products.

5.8 Customer Location. Entrata may at its sole discretion conduct an on-site inspection, at any time and from time to time, of Customer's place of business to ensure compliance with the provisions hereof and the Laws and Regulations. In connection with Entrata's entry on the premises of Customer for the purposes of installation of the equipment and Software for the Services, if applicable, for the purpose of conducting an on-site inspection, or in connection with providing support to Customer, Entrata shall not be liable or responsible to Customer or any third party for any loss, bodily harm, property damage, claims of the introduction of a virus or other malicious code into Customer's system, including any which allegedly delay, alter or corrupt the data of Customer, whether related to the transmission of Imaged Items or other data to Entrata or Payment Processor or whether caused by the equipment, Software, Entrata, Payment Processor, Internet service providers, Internet browsers, or other parties providing communication services to or from Entrata to Customer.

5.9 Processing Times. The Services are available for use only on Business Days during the times set forth in the Documentation, except during maintenance periods, or such other hours as established by Entrata from time to time. It is Customer's responsibility to submit all items to Entrata or Payment Processor prior to 5:30 PM Eastern Time on each Business Day. Transmissions processed after these hours are treated as occurring on the next Business Day. Imaged Items processed for deposit through the Services will be deemed to have been received by Entrata or Payment Processor for deposit at the time the Imaged Items are actually received and accepted at the location where Entrata, Payment Processor or their designated agents posts the credit to the Account. A deposit of Imaged Items will be deemed to have been received and accepted by Entrata or Payment Processor for deposit when all of the following have occurred:

1. Entrata or Payment Processor has preliminarily verified that, in its sole discretion, the image quality of the Imaged Items is acceptable,
2. all Imaged Item information is complete,
3. the deposit totals are balanced to the Imaged Item information provided for the deposit; and
4. Entrata or Payment Processor has successfully performed all further validation routines with respect to the deposit. Notwithstanding the foregoing, Imaged Items received by Entrata or Payment Processor for deposit may be rejected by Entrata or Payment Processor in Entrata's or Payment Processor’s sole discretion. Imaged Items will be processed and ready for presentment by Entrata or Payment Processor after it receives all acceptable digitized images and associated data for any given transmission from Customer. Entrata and Payment Processor will use commercially reasonable efforts to present Imaged Items for payment within a reasonable period of time following such receipt.

6. SECURITY PROCEDURES

Customer will be solely responsible for establishing, maintaining and following such security protocols as deemed necessary to ensure that output files transmitted directly to Entrata or Payment Processor are intact, secure and confidential until received by Entrata or Payment Processor. Customer shall comply with online instructions for using the Services by taking commercially reasonable steps to safeguard the confidentiality and security of any Access Credentials, equipment, and other proprietary property or information provided in connection with the Services. Customer shall limit access to any Access Credentials and equipment to persons who have a need for such access and will closely and regularly monitor the activities of Users who access the Services. Customer will notify Entrata immediately if Customer has any reason to believe that confidential information has been or may be breached. Entrata or Payment Processor may elect, at Entrata's or Payment Processor’s discretion, to verify the authenticity or content of any transmission by placing a call to any authorized signer on Customer's Account or any other person designated by Customer for that purpose. Entrata and Payment Processor may deny access to the Services without prior notice if it is unable to confirm any person's authority to the access the Services or if Entrata or Payment Processor believes such action is necessary for other security reasons. Customer agrees that it shall bear sole responsibility for any transmission related to Customer or submitted through Customer's Account and processed through the Services, even if such transmission is not authorized by Customer, provided it includes a password or is otherwise processed by Entrata or Payment Processor in accordance with this security procedure.

7. CUSTOMER REPRESENTATIONS AND WARRANTIES

7.1 Accuracy of Imaged Items. Customer represents that each Imaged Item submitted through the Services will be a digitized image of the front and back of the actual Check and accurately represents all of the information on the front and back of the Check as of the time Customer converted the Check to an Imaged Item.

7.2 Endorsements. The Imaged Item will contain all endorsements applied by parties that previously handled the Check in any form for forward collection or return.

7.3 Duplicates. Customer will not allow any duplicate presentment of a Check in any form, including as a digitized image, as a paper negotiable instrument or otherwise and Customer assumes responsibility for any such duplicate presentment of any Check.

7.4 Money Service Business. Customer represents, warrants and covenants to Entrata that Customer is not now engaged and will not engage during the Term, in any business that would result in Customer being or becoming a "money service business" as defined in the Federal Bank Secrecy Act and its implementing regulations.

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1. DEFINITIONS

1.1 "Content" means, with respect to ProspectPortal® and ResidentPortal, any works of art, graphics, photographs, audio, video, text, ratings, reviews, data, information, documents, works of authorship, and other content for, on or submitted to a Website.

1.2 "Customer's Computers" means Computers in the possession and control of Customer or its agents.

1.3 "Customer Content" means any and all Content not provided or acquired by Entrata and any and all information, data, contracts, and forms available to Users from the Websites.

1.4 "Features" means Website features available through the Product, including, but not limited to, online tours, 360 degree virtual tours, rate information, lease availability, driving directions, contact information, online applications, website editor/page creator, and email system with aliasing capability. Other Features depend on the number and combinations of Service modules activated and used.

1.5 "Go Live Date" means the date on which the Website will be functional and available for access by Users.

1.6 "Host Server" means the server computer owned, leased or controlled by Entrata (or its data center vendor) that is used to host the Websites for Customer. The Host Server may be changed by Entrata. There may be more than one Host Server. The Host Server may be the same as the ASP Server.

1.7 "Services" with respect to the ProspectPortal and ResidentPortal Products means all included website creation and related hosting and content provision services and related Software, as well as Software customization services as more fully described in the Sales Order hereto.

1.8 "User" means a user of the Website(s) other than Customer. Users may be actual or prospective apartment residents, commercial real estate tenants, renters of storage space or other Users as mutually agreed upon by the parties.

1.9 "Website" means any website created by or for Customer with the use of any of the Software under the Agreement.

There may be more than one Website, but not more than the number of websites required to service the number of units or Properties stated in the Sales Order. A Website may be used by Customer for the management of apartment communities, commercial real estate, storage facilities or other uses as mutually agreed upon by the parties, or as set forth in the Sales Order.

1.10 "Website Design Elements" means design elements, and objects that are created or provided by the Software (i.e., by any of the Software's design libraries).

2. SCOPE OF USE

Customer may use Customer's Computers to access and use the ProspectPortal and ResidentPortal Products via the Internet for the number of Properties, at the rates, and subject to the fees stated herein. The Software for the Product shall reside on Entrata's ASP Server.

3. WEBSITE HOSTING SERVICES

3.1 Hosting of Websites. The Websites created by Customer through the Services will be hosted by Entrata on the ASP and Host Server designated by Entrata, for access and use by Customer and its Users through the Internet and compatible web browsers.

3.2 Authorized Access. Customer and its Users may access and use the hosted Websites as described herein. However, Customer will not knowingly authorize or facilitate access or use by others to or of Entrata's Administrative System or any Software to assist in administering or modifying the content of the Websites.

3.3 Hosting Responsibilities. Entrata shall be responsible for the procurement, maintenance and operation of the ASP and Host Server and any software needed for the hosting of the Websites.

3.4 Means and Methods of Hosting. Subject to the Agreement, the hosting of Customer's Website will be conducted and accomplished in accordance with Entrata's then-current means and methods for hosting of websites.

3.5 Access and Use. Access to and use of the Websites and Content by Customer and its Users will be governed by and subject to Entrata's then-current access and use policies and any terms of use, disclaimers, privacy notices, and other conditions posted or displayed by Entrata on or in connection with the Websites. If and to the extent that Entrata implements any passwords or log-in, or security procedures or measures for the Websites, Customer and its Users must cooperate there with and shall respect the then-current password, log-in, and security procedures and measures.

3.6 Administrative System. Entrata will provide Customer with Access Credentials to the Administration system that allow Customer to administrate over a Website. Such administration activities include, but are not limited to, the ability to view information submitted by Users or to edit Website Content. The Administrative System is intended and licensed for use by Customer, but not its Users.

3.7 Internet Access and Necessary Equipment. Customer and its Users are responsible, at their expense, for obtaining and using all Internet access, equipment, software (e.g., compatible web browser), and third-party services needed by Customer and its Users for access to and use of the Websites.

3.8 Reliance on Software. The Software is needed not only for the creation of the Websites, but also for ongoing use and maintenance of the Websites. If the ASP License terminates, then any right of Customer to the Software for this purpose will also terminate.

3.9 Access to Websites upon Termination. Upon termination of the Agreement or cancellation of the ProspectPortal and ResidentPortal Products, access to the Websites and Software shall cease.

4. SETUP, IMPLEMENTATION, CONTENT, ACCESSIBILITY

4.1 Setup and Implementation Responsibilities. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to Website creation, as described herein. It is estimated that the initial Website creation and the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extended or changed design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing Property Content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per Property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward Entrata’s servers (ProspectPortal Only).

4.2 Content Provided by Entrata. If and to the extent that Entrata is to provide any Content (other than the Website Design Elements available to Customer through the Software) for the Websites, such Content and Entrata's obligations with respect to such Content will be identified or described in the Sales Order hereto. Entrata has no other obligation to provide Content.

4.3 Access Denial for Inappropriate Use. Entrata has the right to deny, suspend or terminate Customer's access to and use of the Product and to deny, suspend or terminate Customer's and Users' access to and use of the Websites at any time if there is any Inappropriate Use by any of them. Customer agrees not to engage in or facilitate or encourage any Inappropriate Use. An "Inappropriate Use" means any of the following:

1. the inclusion in any Website of any information, message, posting, or other Content that is illegal, obscene, pornographic, offensive, lewd, violent, misleading, fraudulent, drug-related, disparaging, unpatriotic, infringing, or inappropriate in the reasonable opinion of Entrata, or that may expose Customer or Entrata to any liability, or
2. the inclusion in any Website of any link or direction to any of the foregoing, or
3. the use of any Product or a Website for any purpose that is outside the scope of the Agreement or that is unlawful or in conflict with the Agreement.

5. RESPONSIBILITIES OF CUSTOMERS

5.1 Limitations. Customer agrees to not use the Product, the Administrative System, the Services, any Website Design Elements, any Content from Entrata or any information learned from any of the foregoing for any purpose other than creating, using and maintaining the Websites or exercise of its rights hereunder. Customer shall not use the Product or any Content to create more Websites than correspond to the agreed upon number of websites for the Properties set forth in the Sales Order.

5.2 Content. All Content for or on Websites will be furnished by Customer (except for the Website Design Elements and for the Content, if any, that is to be provided by Entrata as expressly stated in the Sales Order). The Content to be provided by Customer will include floor plans, rate information, applications, contracts, logos, text, and other works of authorship as needed or desired for the Websites.

5.3 Content Responsibility. Customer assumes full responsibility and legal liability for any and all of Customer's Content and for the accuracy, completeness, and legality of Customer's Content. Customer unconditionally warrants that it owns or has adequate licenses to all copyrights and intellectual property in and to Customer's Content and that Customer has obtained all necessary consents, permissions, releases, waivers, and rights needed by Customer and Entrata for Customer's Content for the purposes of the Websites and the Agreement.

5.4 Control and Monitoring of Content and Messages. Entrata has no obligation to review, edit, censor, monitor, or control any of Customer's Content or any messages, postings, information, data, commentary, uploads, downloads, contracts, or input from, with, by or to Users. Entrata is not responsible for monitoring or controlling access to or use of the Website.

5.5 Digital and Other Electronic Signatures. Any digital signature or electronic signature methods, means, or processing systems used by or in a Website (including, but are not limited to, any such method, means or system that is used on rental applications within the Website), may be activated or deactivated by Customer. Use of these methods, means, and systems is not mandatory, and any use or reliance thereon is at the risk of Customer and Users. Customer and Users should consult with their legal counsel concerning digital signatures or other electronic signatures and the methods, means and systems.

5.6 Compliance with Laws and Regulations. Entrata provides the necessary tools for Customer to manage its Websites and their Content. It is Customer's responsibility to ensure that the Websites and their Content are in compliance with all laws and regulations with respect to such Websites and Content, to the extent Customer has control over the same. Entrata bears no responsibility for any lack of compliance with such laws and regulations and Customer should seek qualified legal counsel to advise Customer regarding compliance therewith. All use of the Product and Websites by Customer and Users must be in accordance with any applicable laws and regulations.

5.7 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any Property and/or resident information supplied to Entrata by Customer, related to this Product offering, may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of properties, and for the purpose of leasing or managing residential or commercial real estate.

5.8 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Product.

5.9 Equal Housing Opportunity. It is the sole responsibility of Customer to maintain legal standards on Websites that comply with any applicable Equal Housing Opportunity legislation and regulations. Customer assumes responsibility for compliance with the Federal Fair Housing Act, which prohibits "any preference, limitation, or discrimination because of race, color, religion, sex, handicap, familial status, or national origin, or intention to make such preference, limitation or discrimination."

6. DESIGNS; DOMAIN NAMES

6.1 Content Provided or Acquired by Entrata. All Content (including, but not limited to, creative artwork, ratings and reviews, and photography) that is purchased, created, provided, or acquired by Entrata for any Website will be owned by Entrata (or its supplier/licensor, if applicable) and not by Customer. Entrata does not assign or sell any copyrights or other intellectual property to Customer. No exclusivity or other exclusive rights are licensed, granted or promised to Customer, except as provided in Section 7.3 below. As part of the Agreement, Customer will have a non-exclusive license (or sublicense, if applicable) to use such Content, but only as part of the Websites. Customer acknowledges that all ratings and reviews received are the exclusive property of Entrata and may be used in other services or for any other lawful purpose.

6.2 Website Design Elements. The Websites that are created by or for Customer will have website designs, design elements, and objects that are created or provided by or through the Software (e.g., by any of the Software's design libraries). All such Website designs, design elements, and objects are referred to as "Website Design Elements" and are licensed to Customer as part of the Agreement, but only for use as part of the Websites.

6.3 Website Designs. Non-Unique and Unique. All Website designs are considered "non-unique" and non-exclusive. For example, website designs in the Design Libraries of the Software may be made available by Entrata to other customers. Competitors of Customer may select, use and maintain the same or similar Website design used by Customer. If, and only to the extent that the Statement of Work or Sales Order for the same expressly states that Entrata shall provide a "unique website design," then Customer will have exclusivity with respect to that unique website design (as described in the Statement of Work) for the duration of the Agreement. Exclusivity means that Entrata will not make the same unique website design (or a website design that is substantially the same in overall "look and feel") available to another customer during the Term. Individual Website Design Elements are not subject to this exclusivity requirement and may be made available by Entrata to other customers.

6.4 Domain Names. Domain names for the Websites will be selected by Customer. It is Customer's responsibility to select domain names that do not infringe or violate any rights of any third party. Customer may not select as a domain name any name or word that is (or is part of) a name, trademark, or service mark of Entrata or confusingly similar thereto. If Customer requests Entrata to purchase domain name(s) for Customer, Customer agrees to pay Entrata the fee set forth in the Sales Order per year per domain name during the Term. This Fee is subject to reasonable increases, but not more than once per year, by Entrata after the first year of the Agreement. Otherwise, Customer will be responsible for the registration and maintenance of the domain name and URL address for the Website and all payments and fees associated therewith. If Customer purchases and maintains its own domain names, it shall give Entrata the necessary URL address information and access to perform its responsibilities hereunder upon execution of the Agreement or upon the obtaining of such information or access.

7. RESPONSIBILITIES OF ENTRATA

7.1 Features. The Social Media Product includes the following social media applications, which will be setup by Entrata: a Facebook Fan or Business Page or in the alternative Entrata will add a Facebook Application to Customer's existing fan page; Twitter setup; YouTube and FourSquare.

7.2 Social Media Toolbar. Customer will be provided with a toolbar on Customer's Website with quick links to social networks like, Facebook, a Twitter page, Twitter search page, YouTube, LinkedIn, FourSquare, Myspace, Blog, RentWiki, WalkScore, and Yelp.

7.3 Blog. Entrata will provide Customer with a Wordpress blog that will integrate with a blog template setup that is embedded. Customer is responsible for providing all the blog content.

8. PHOTOGRAPHY

8.1 Stock Photography & Photography Owned by Customer. Entrata may provide stock photographs that may be used by Customer on the Websites during the Term. Such photographs are the sole and exclusive property of Entrata, and Customer is granted a limited license herein to display such photographs solely on the Websites. Customer may choose to display its own photographs on the Websites. Such photographs are and will remain Customer Content.

8.2 Outsourced Photography and Content. At its sole discretion, Customer may choose to independently contract with third-party content vendors, who provide Property photography, digitized floor plans, video tours, virtual tours, flash animations, custom website designs, search engine optimization, etc. Entrata may provide Customer with a list of independent third-party content or service providers that can provide such content. Entrata makes no representations or warranties as to the quality, pricing or ability of such independent content or service providers. Customer is solely liable for any and all costs associated with the engagement of such independent providers and hereby agrees that Entrata bears no responsibility for losses, directly or indirectly, incurred by Customer as a result of engaging such providers.

8.3 Photography Provided by Entrata. Entrata offers the preferred option of photography by select independent photographers. Customer can contract with Entrata for said photographers to provide images for Customer's use through forms provided by Entrata. Entrata recommends the use of its selected photographers for all images to be used by Customer.

9. SOCIAL MEDIA (FACEBOOK INTEGRATION)

9.1 Scope of Use. The Social Media software allows Customer to have both ResidentPortal and ProspectPortal pages imbedded inside a Facebook fan or business page tab. With this feature, prospects may submit guest cards via Facebook. Residents will have the ability to pay rent, submit maintenance requests, and use the other features available in ResidentPortal and ProspectPortal.

9.2 Disclaimer. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Social Media tools. Entrata must rely on third party API services to display some of the information relating to the Social Media tools and in no event shall Entrata be liable for any damages (including, without limitation, damages for loss of data or profit or due to business or website interruption) arising out of or in connection with the use of, or inability to use, the Social Media software. Entrata shall not be liable for any damages or losses, arising in any way, from changes to a social media site, which changes are outside of Entrata's control.

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1. DEFINITIONS

1.1 "Content" means, with respect to the ILS Portal Product, any works of art, graphics, photographs, audio, video, text, ratings, reviews, data, pricing information, floor plan information, documents, works of authorship, vacancy information, and other content that will be posted on ILSs.

1.2 "Feeds" means a data transmission consisting of Content related to available units at Customer's Property or Properties that is exchanged between the Software and the ILSs.

1.3 "ILS(s)" means Internet Listing Service(s) and online marketing websites, including, but are not limited to, Apartments.com, ForRent.com, ApartmentGuide.com, Rent.com, ApartmentFinder.com, Move.com, and MyNewPlace.com, with which Customer has an existing license to post apartment vacancy information on a Property-specific basis.

1.4 "Lead" means Personal Information, including, but not limited to, name, phone number, email address, and other information of a perspective customer of Customer submitted through the ILSs.

1.5 "Property Specific Email Address" means the email address generated by Entrata that corresponds to each individual Property and each individual ILS where such Property may be listed.

2. SCOPE OF USE

Customer may use Customer's Computers to access and use the ILS Software via the Internet for the number of Properties and ILSs, at the rates, and subject to the fees stated in the Sales Order. The Software for the Product shall reside on Entrata's ASP Server.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the ILS Portal Product. Such administrative activities include, but are not limited to,

1. the ability to view information submitted through the ILS Portal Product,
2. the ability to change and update Property specific Content that will be submitted to an ILS through the Software, and
3. the ability to track ILS related information and statistics.

The Administrative System is intended and licensed for use by Customer, but not third parties.

3.2 ILS Posting. Customer agrees to maintain the accuracy of Content contained in the Administrative System and in Customer's Third-Party Property Management Software. Customer understands that Entrata will extract Content from the Administrative System and the Third-Party Property Management Software in order to post such information to ILSs.

3.3 Acceptance of Feeds. Customer agrees to maintain Property Content in the manner required for a Feed to be accepted by an individual ILS, including, but not limited to, adhering to the specific information formatting specifications such as minimum and maximum character requirement, image size limits, and information structure. Specifications and requirements vary from ILS to ILS, and it is Customer's responsibility to know, understand, and follow these requirements. Entrata has no responsibility to modify or edit information that is not correctly formatted or otherwise unacceptable to a particular ILS.

3.4 Existing License & Activation. Entrata will send information to all ILSs requested by Customer, but Entrata does not represent or warrant that any ILS will accept and properly process the data sent. Customer understands and agrees that it is Customer's responsibility to maintain a valid and sufficient license to post Feeds to each ILS to which Customer seeks to send Property information through the ILS Portal Product. For applicable ILSs, Customer may be required to provide or obtain written or verbal approval to allow an ILS to accept Feeds from the Software. Customer is responsible for obtaining such approvals and permissions from each ILS prior to activating the Software for such ILS.

3.5 Responsibility for Setup and Activation. ENTRATA IS NOT RESPONSIBLE FOR ANY DELAYS CAUSED BY AN ILS OR CUSTOMER IN COMPLYING WITH THE SETUP, PERMISSION AND ACTIVATION REQUIREMENTS OF AN ILS.

3.6 Rights to Distribute Content to Additional ILS Type Sites. Customer hereby grants Entrata permission to distribute Content to additional ILS type sites and to modify such Content to comply with such additional site's posting requirements. Such additional sites include, but are not limited to, Google Base, Yahoo.com, Craigslist.com, HotPads.com, RentVine.com, Backpage.com, OLX.com, HomeTownRent.com, Oodle.com, and Yelp.com.

3.7 Responsibility for Accuracy of Information. Entrata will use commercially reasonable efforts to ensure that Feeds are properly distributed to each ILS, provided, however, that Customer is responsible for the accuracy of any data retrieved by the Software from any Third-Party Property Management Software. Upon written notification, Entrata will use commercially reasonable efforts to correct any data integrity or Feed errors caused by the Software or the integration of the Software with Third-Party Property Management Software. Such errors may occur as a result of system errors, bugs, improperly input data, data transmission time outs, erroneous data pulled from Third-Party Property Management Software, or other issues. ENTRATA IS NOT RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST RENTS, OR DEPOSITS INCURRED AS A RESULT OF ERRONEOUS, UNPARSED, OR UNSENT ILS FEEDS OR LEADS.

4. SETUP, IMPLEMENTATION, CONTENT, ACCESSIBILITY

4.1 Setup and Implementation Responsibilities. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to Website creation, as described herein. It is estimated that the initial Website creation and the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extended or changed design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing Property Content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per Property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward Entrata’s servers (ProspectPortal Only).

4.2 Content Provided by Entrata. If and to the extent that Entrata is to provide any Content (other than the Website Design Elements available to Customer through the Product) for the Websites, such Content and Entrata's obligations with respect to such Content will be identified or described in the Statement of Work and/or Sales Order hereto. Entrata has no other obligation to provide Content.

4.3 Access Denial for Inappropriate Use. Entrata has the right to deny, suspend or terminate Customer's access to and use of the Product and to deny, suspend or terminate Customer's and Users' access to and use of the Websites at any time if there is any Inappropriate Use by any of them. Customer agrees not to engage in or facilitate or encourage any Inappropriate Use. An "Inappropriate Use" means any of the following:

1. the inclusion in any Website of any information, message, posting, or other Content that is illegal, obscene, pornographic, offensive, lewd, violent, misleading, fraudulent, drug-related, disparaging, unpatriotic, infringing, or inappropriate in the reasonable opinion of Entrata, or that may expose Customer or Entrata to any liability, or
2. the inclusion in any Website of any link or direction to any of the foregoing, or
3. the use of any Product or a Website for any purpose that is outside the scope of the Agreement or that is unlawful or in conflict with the Agreement.

5. RESPONSIBILITIES OF ENTRATA

5.1 Lead Parsing. For Customer's Properties that have a license to one or more ILSs, and for which the requisite approvals have been obtained and setup has been completed, Entrata will provide Customer with a Property Specific Email Address. The Property Specific Email Address will then be used to track all Leads generated from the respective ILS. Customer may then elect to have all Leads sent to

1. the Property Specific Email Address,
2. inserted by Entrata into Customer's separately licensed Third-Party Property Management Software
3. forwarded by Entrata to one or more email addresses specified by Customer, or
4. a combination of any of the foregoing.

Entrata will not be responsible for any inaccurate or lost information caused by the submission by Customer of an incorrect Property Specific Email Address to an ILS.

5.2 Administrative System. Entrata will configure the Administrative System such that all Leads received from an individual ILS will be sent to a Property Specific Email Address. Customer may use the Administrative System to change settings and configurations affecting the transmission of information to and from ILSs. If Customer incorrectly changes the configurations or Property Specific Email Addresses, or if Customer turns ILS Portal posting or parsing functions off, Leads from the ILSs may be inaccurately reported, incorrectly attributed, or lost.

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1. DEFINITIONS

1.1 "Blocked Craigslist Account" means when a Craigslist administrator prevents Customer from any and all access to Customer's account.

1.2 "Content" means, with respect to the Craigslist Posting Product, any works of art, graphics, photographs, audio, video, text, ratings, reviews, data, pricing information, floor plan information, documents, works of authorship, vacancy information, and other content that will be posted on Craigslist.

1.3 "Duplicate Post" means a post that a Craigslist administrator deems too similar to an already existing and active post.

1.4 "Flagged Post" means a post that has been removed by Craigslist users, after the post has been flagged for removal a specified number of times.

1.5 "Ghosting" means when an advertisement appears to have been successfully posted, but is not actually listed in Craigslist search results.

1.6 "Lead" means Personal Information, including, but not limited to, name, phone number, email address, and other information of a prospective customer of Customer generated from Craigslist.

1.7 "Post" means a specific advertisement that has been generated from Property Content in the Administrative System and is listed in Craigslist for advertising purposes.

2. SCOPE OF USE

Customer may use Customer's Computers to access and use the Product via the Internet for the number of Properties at the rates, and subject to the fees stated in the Sales Order. The Software for the Product shall reside on Entrata's ASP Server.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Craigslist Posting Product. Such administrative activities include, but are not limited to,

1. adding Property information;
2. adding Craigslist account credentials,
3. creating the post; and
4. monitoring Leads and posting analytics.

The Administrative System is intended and licensed for use by Customer, but not third parties.

3.2 Craigslist Posting. Customer agrees to maintain the accuracy of Content contained in the Administrative System and in Customer's Third-Party Property Management Software. Customer understands that in order for Entrata to generate Craigslist Posts, Entrata will extract Content from the Administrative System and the Third-Party Property Management Software. Customer is responsible to enter all property information necessary to post an accurate and complete Craigslist advertisement. Customer is responsible for taking the HTML Entrata provides and posting it on craigslist.org.

3.3 Craigslist Account Activation. Customer agrees to activate and maintain a Craigslist account. Entrata does not represent or warrant that Customer will be able to secure an account.

3.4 Responsibility for Posting. THE CUSTOMER IS SOLELY RESPONSIBLE FOR POSTING THE ADVERTISEMENT ON CRAIGSLIST.ORG. ENTRATA IS NOT RESPONSIBLE FOR ANY DELAYS CAUSED BY GHOSTING, FLAGGED POSTS, DUPLICATE POST ERRORS, OR BLOCKED CRAIGSLIST ACCOUNTS.

3.5 Responsibility for Setup and Activation. ENTRATA IS NOT RESPONSIBLE FOR ANY DELAYS CAUSED BY CRAIGSLIST OR CUSTOMER IN COMPLYING WITH THE SETUP, PERMISSION AND ACTIVATION REQUIREMENTS OF CRAIGSLIST.

3.6 Setup and Implementation Responsibilities. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to Website creation, as described herein. It is estimated that the initial Website creation, the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extensions or changes in design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing property content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per Property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward Entrata’s servers (ProspectPortal Only).

4. RESPONSIBILITIES OF ENTRATA

4.1 Accuracy of Information. Entrata will use commercially reasonable efforts to ensure that the Craigslist postings are accurate, provided, however, that Customer is responsible for the accuracy of any data retrieved by the Product from any Third-Party Property Management Software. Upon written notification, Entrata will use commercially reasonable efforts to correct any data integrity failures caused by the Product or the integration of the Product’s Software with Third-Party Property Management Software. Such errors may occur as a result of system errors, bugs, improperly input data, data transmission time outs, erroneous data pulled from Third-Party Property Management Software, changes to Craigslist's technical specifications, or other issues. ENTRATA IS NOT RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST RENTS, OR DEPOSITS INCURRED AS A RESULT OF ERRONEOUS CRAIGSLIST POSTS.

4.2 Training and Customer Support. An Entrata account manager will train and provide support to Customer on how to enter the Property information into the Administrative System, and how to set up a Craigslist account in order to Post availability information, floor plans, contact information, Website links, and other Property data.

4.3 Format, Tracking and Reporting. Entrata will generate the template format of each Craigslist Post and track unique visitors and total views of each Post through the Software tool. Entrata will show the leads generated from these Craigslist Posts. Reporting will show when Craigslist users view the Posts and how often the Posts are generated. Entrata will notify the Properties via email when it is time to make a new Post, based on the notification preferences of Customer.

4.4 Compliance. Entrata will abide by the applicable laws and will be compliant with the Craigslist posting rules and legal terms and conditions.

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1. DEFINITIONS

1.1 "App Library/Store" means the online store that allows an owner of a Tablet computer to purchase software applications specifically designed to function on a tablet.

1.2 "Hardware" means the physical card reader device provided by Entrata to Customer which is compatible with a Tablet Device.

1.3 "Marketing Image" means one or more Property specific images chosen by Customer that will be displayed in either in portrait or landscape format on the Kiosk portion of the Property Specific SiteTablet App.

1.4 "Property Specific SiteTablet App" means the Customer-Facing SiteTablet App customized to reflect the preferences of Customer with respect to each individual Property that can be used to show potential renters floor plans, virtual tours, e-brochures, unit availability, policies, walk scores, amenities and can be used by a leasing agent to help a potential resident complete a rental application, perform a credit check and accept an application fee or deposit from such potential resident.

1.5 "SiteTablet App" means the user-facing Software application purchased or downloaded through the App Library/Store that allows a resident/prospect of a Property access to limited ProspectPortal, ResidentPortal and ResidentPay content via the Tablet; specifically the SiteTablet App will allow a user to, among other things, search for an available unit based on various search criteria, check unit availability and view unit floor plans, amenities, photos and virtual tours, and will allow a current resident to pay rent or make a maintenance request via such user's Tablet.

1.6 "Tablet" means that certain tablet computer produced and marketed by Apple Computers or any Android device running on version 4.0 or newer that Customer or Customer's residents will independently purchase and which is required to access the SiteTablet Product.

1.7 "Tablet Device" means a computer with a screen resolution of 1024x600px or greater which is produced and marketed by Apple Computers or Android which run on a platform approved by Entrata, owned by Customer and are compatible with the Hardware.

2. SCOPE OF USE

Customer may use the Property Specific Site Tablet Product and features accessible therefrom in connection with its management and leasing activities for each Property at the rates, and subject to the fees set forth in the Sales Order. Additional Products (such as Parcel Alert and LeaseExecution) may also be accessed via the Property Specific Site Tablet Product only when a Sales Order includes such Products in Customer’s Agreement. The Property Specific Site Tablet Software will include a Property specific intro page designed to be used by on-site employees of Customer when potential residents inquire about units at such Property. Entrata will produce the SiteTablet app for varying versions of the Tablet hardware. Certain hardware limitations on older hardware may limit the available operations of the SiteTablet app. The advertised features are not guaranteed to work on every version of the app.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Purchase of Tablet. Customer will be required to purchase one or more Tablets on which to access and display the Product.

3.2 Purchase/Download of Application. Customer is responsible for purchasing or downloading, as applicable, the SiteTablet App or Property Specific SiteTablet App from the App Library/ Store, as applicable.

3.3 Marketing Image. Customer will provide Entrata with the following items, which Entrata will use to create two (2) marketing images to be displayed on the kiosk portion of each Property Specific Site Tablet App:

1. Three (3) high resolution images (these will be incorporated into the Site Tablet landing page).
2. A link to Customer's website (for branding purposes; the Site Tablet will have the same look/feel as the website design).
3. Marketing text (at most 75 words; to be displayed on the Site Tablet landing page).
4. Logo File (preferably in png or jpg format; to be used on the landing page).

3.4 Other Content. Customer must provide Entrata with additional content that will be included on each Property Specific SiteTablet App.

3.5 Setup and Implementation Responsibilities. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to website creation, as described herein. It is estimated that the initial website creation, the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extensions or changes in design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing property content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per Property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward Entrata’s servers (ProspectPortal Only).

3.6 Access and Updates. Customer is responsible for maintaining and updating all information available on each Property Specific SiteTablet App through continually checking and updating content and other information via the Administrative System.

3.7 Responsibility for Hardware. Customer bears all responsibility for the functionality and maintenance of each Tablet that is in its control, and Customer will not hold Entrata liable for any Tablet malfunction, loss or damage, or the results thereof, regardless of the cause.

4. RESPONSIBILITIES OF ENTRATA

4.1 Creation of Software. Entrata will create a Property Specific SiteTablet App for the number of Properties set forth in the Sales Order.

4.2 Marketing Images. Entrata will include two Property Specific Marketing Images in each unique Property Specific Site Tablet App.

4.3 ProspectPortal Features. Entrata will integrate the Property Specific SiteTablet App with the content of each of Customer's Property specific ProspectPortal Websites such that features and functionality available via each Property's PropsectPortal Website, will be available via the Property Specific SiteTablet App, provided that such content and functionality is compatible with the Tablet.

4.4 ResidentPortal and ResidentPay Features. Entrata will make public facing ResidentPortal and ResidentPay features and functionality, which are available through Customer's Property Specific ResidentPortal Website, available via the SiteTablet App, provided such features and functionality are compatible with the Tablet. Residents of a particular Property will be able to access such features via Tablet by downloading or purchasing the SiteTablet App from the App Store/Library, as applicable, and entering their login and password information in the app.

5. DISCLAIMER

Entrata shall not be liable for any damages (including, without limitation, damages for loss of data or profit due to business interruption or loss in internet visibility) arising out of or in connection with the use of, or inability to use, the SiteTablet Product. Entrata shall not be liable if Customer allows a resident or prospective resident to use the SiteTablet to fill out guest cards, maintenance requests or any other forms on the SiteTablet, and accesses any confidential, or sensitive information therein.

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1. OVERVIEW

This portion of the Terms and Conditions describes the Services, including the Software contained in the Services, to be provided by Entrata to Customer relating to the ReputationAdvisor Product ("ReputationAdvisor"). It also describes certain obligations of the Customer with respect to use of ReputationAdvisor. The term "Service(s)" is deemed to include the Software required to provide ReputationAdvisor.

2. SCOPE OF USE

Entrata will provide Customer with an online interface, displayed through Entrata's platform, for viewing and managing reviews and ratings of Customer and/or its Properties posted by users of ApartmentRatings.com, Yelp, Google, Resident Portal, Prospect Portal, Site Tablet, Vacancy.com, and other online review sites. Through the interface, Customer will have access to comments posted by end users, as well as overall ratings (number of stars out of five possible) assigned by end users; individual category ratings will only be displayed for Resident Portal, Prospect Portal, and Site Tablet ("Entrata Sites"). The ReputationAdvisor interface also allows Customer to post comments and information to various forms of social media, including Facebook and Twitter, as well as respond to reviews posted on Entrata Sites.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Customer Information. Customer agrees to provide Entrata with sufficient corporate and/or Property information as reasonably necessary to provide the Services.

3.2 Customer Contact. Customer will provide sufficient contact information for one or more representative(s) who will access the interface referenced in paragraph 2 above.

3.3 Content Responsibility. Customer agrees to keep its posts to social media, and/or any other site to which Customer may post content via ReputationAdvisor, reasonable in size and number so as to not unduly burden the ReputationAdvisor Services. Customer further agrees to not use the Services to create or send spam or other illegal, libelous, or offensive communications. Customer assumes full responsibility and legal liability for any and all content posted by Customer via ReputationAdvisor, and for the accuracy, completeness, and legality of such content. Customer unconditionally warrants that it owns or has adequate licenses to all copyrights and intellectual property rights in and to all content posted by Customer, and that Customer has obtained all necessary consents, permissions, releases, waivers, and rights needed by Customer and Entrata to post such content.

3.4 Indemnification. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to communications sent by Customer through the Services.

4. RESPONSIBILITIES OF ENTRATA

4.1 Provide Services. Entrata will provide the Services as set out in this Agreement, including the following:

1. Reviews and Reports. Entrata agrees to display on Customer's interface all reviews (including overall star ratings) of Customer and/or its Properties posted by end users of ApartmentRatings.com, Yelp, Google, Entrata Sites, and other online review sites, and to provide Customer with aggregated review information, via Entrata's platform.
2. Social Media and Response Posting. Entrata agrees to provide Customer the ability to post content directly to various social media, as well as respond directly to reviews posted to any Entrata Site.

4.2 Safeguarding Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded by commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Services.

5. DISCLAIMER

5.1 No Warranty. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of ReputationAdvisor. ReputationAdvisor is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages from loss of data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use ReputationAdvisor.

5.2 Loss of Data. Entrata may, due to downtime, server disruption, or any other unforeseen occurrence, lose review information or other information related to or used in connection with ReputationAdvisor. Entrata's sole responsibility shall be to maintain said data or information utilizing industry standards. Entrata bears no responsibility for the loss of any such items, and it is Customer's responsibility to keep accurate backups of all data and information.

5.3 Use of Third-Party Software. Entrata employs the services of a third-party provider to offer ReputationAdvisor to Customer. Entrata reserves the right to alter the Services at any time by changing the third-party provider, or to discontinue the Services altogether, should Entrata feel the Services are no longer viable, or are negatively impacted by its current third-party provider.

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1. SCOPE OF USE

The Social Media Software allows Customer to have both ResidentPortal and ProspectPortal pages imbedded inside a Facebook fan or business page tab. With this feature, prospects may submit guest cards via Facebook. Residents will have the ability to pay rent, submit maintenance requests, and use the other features available in ResidentPortal and ProspectPortal.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Product.

2.2 Content. Customer assumes full responsibility and legal liability for any and all of Customer's Content, including without limitation any postings via the social media tools.

3. RESPONSIBILITIES OF ENTRATA

Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to website creation, as described herein. It is estimated that the initial website creation, the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extensions or changes in design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing Property Content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per Property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward Entrata’s servers (ProspectPortal Only).

4. DISCLAIMER

Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Social Media tools. Entrata must rely on third party API Services to display some of the information relating to the Social Media tools and in no event shall Entrata be liable for any damages (including, without limitation, damages for loss of data or profit or due to business or website interruption) arising out of or in connection with the use of, or inability to use, the Social Media Software. Entrata shall not be liable for any damages or losses, arising in any way, from changes to a social media site, which changes are outside of Entrata's control.

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1. DEFINITIONS

"SEO Services" means a package of recommended enhancements to Customer's websites and recommended Internet marketing purchases designed to increase the internet visibility to search engines of Customer's website.

2. SCOPE OF USE

Customer may use Customer's computers to enhance its SEO profile via the Internet for the number of websites, at the rates, and subject to the fees stated in the Sales Order. The Software for the Product shall reside on Entrata’s ASP Server(s).

3. RESPONSIBILITIES OF CUSTOMER

3.1 Responsibility for Content. Customer assumes full responsibility and legal liability for any and all of Customer’s content, including without limitation, meta data and keyword use.

3.2 Indemnification. While Entrata may create content, Customer must approve such content prior to posting and, upon Customer’s approval, Entrata will have no liability for any such content. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to content posted on Customer’s website or other online sources.

4. RESPONSIBILITIES OF ENTRATA

4.1 Access. Entrata will provide Customer with access to the SEO Services for each of Customer’s ProspectPortal Websites (for which Customer pays the SEO Services Fee), which is hosted by Entrata on behalf of Customer.

4.2 Recommendations. If Customer’s website is not created or hosted by Entrata, Entrata will provide Customer with a list of recommended optimizations that Customer will be solely responsible for implementing.

4.3 Features. The SEO Services features are described on the SEO Packages (By Property Class Type) table below.

5. DISCLAIMER

Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the SEO Services. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of data or profit or due to business interruption or loss in internet visibility) arising out of or in connection with the use of, or inability to use, the SEO Services.

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1. DEFINITIONS

1.1 “PPC Campaign” means pay per click internet advertising displays used to direct traffic to Customer’s websites or displays that are shown on search engine results.

1.2 “SEO Dashboard” means the user interface to Customer’s web analytics product that tracks the performance of Customer’s websites on various SEO Services.

2. SCOPE OF USE

Customer may use the SEO Dashboard to see real time reports of how Customer’s websites are performing. It will facilitate the planning, monitoring and managing of all SEO activities, and provide reporting metrics for the same.

3. RESPONSIBILITY FOR CONTENT

Customer assumes full responsibility and legal liability for any and all of Customer’s content, including without limitation meta data and keyword use. Use of SEO Dashboard is contingent upon Customer having a Google Analytics account.

4. RESPONSIBILITIES OF ENTRATA

4.1 Access. Entrata shall provide Customer with access to the SEO Services for each of Customer’s ProspectPortal Websites (for which Customer pays the SEO Services Fee), which is hosted by Entrata on behalf of Customer.

4.2 Features. The SEO Dashboard will report performance metrics which will be sorted into various columns and can be arranged by property. Reports will be displayed based upon the data that is retrieved via connection to Google Analytics. SEO Dashboard reporting is viewable only on a per-property, not whole-portfolio basis.

5. DISCLAIMER

Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the SEO Dashboard. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of data or profit or due to business interruption or loss in internet visibility) arising out of or in connection with the use of, or inability to use, the SEO Services. Entrata disclaims all guarantees regarding the positioning, levels, quality, or timing of any of the PPC Campaigns, including but not limited to the

1. costs per click;
2. click through rates;
3. conversions or other results for any ads; and
4. location of ad placements.

Customer understands and accepts the risk that a third party may generate clicks through improper means. Customer’s exclusive remedy, and Entrata exclusive liability, for suspected invalid clicks is to receive a refund in the form of advertising credits from the search engine, and at its sole discretion. Customer understands that certain keywords and other actions may be prohibited by the search engines editorial guidelines, limitations, privacy policy restrictions, trademark restrictions and ad specification requirements, as examples keywords may be prohibited in regulated industries, such as weapons, pharmaceuticals, and gambling. The search engines may also require that any claims made in the ads are verified on the landing page or in a disclosure statement.

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1. DEFINITIONS

1.1 “PPC Campaign” means pay per click internet advertising displays used to direct traffic to Customer’s websites or displays that are shown on search engine results.

1.2 “SEM Services” means a package of recommended search engine marketing enhancements and internet marketing purchases designed to manage a PPC Campaign.

2. SCOPE OF USE

Entrata will enhance Customer’s internet profile and search engine marketing for the number of websites, at the rates, and subject to the fees stated herein. The Software for the Product shall reside on Entrata's ASP Server. The basic parameters of the PPC Campaign are as follows: in general, internet users type a query or query string into a search engine, the users then land on a results page with both organic/natural listings and paid ads. Organic listings are derived through algorithmic and mathematical formulas, which can be enhanced through SEM Services, but not bought. Paid search ads are triggered from matching keywords in paid search accounts which can be purchased in an auction model from the search engines. The placement and position of the ads are determined by both the maximum bid payment and the search engine's perceived relevance of showing the ad to the user (the "quality score"). When a user clicks on the ad, a charge is incurred, and the user is directed to Customer's landing page.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Responsibility for Content. Entrata will facilitate and manage the PPC Campaign, but Customer assumes full and sole responsibility and legal liability for any and all of Customer's content, including without limitation:

1. all ad content, ad information, ad targeting options and keywords and ad URLs whether generated by or for Customer; and
2. the content, links, landing pages and availability of the web sites.

3.2 Cancellation and Modification. Unless Customer instructs Entrata to opt out of certain placements, Customer understands, authorizes, and agrees that ads may be placed on any content or property provided by Google. Customer gives Entrata the authority to act in its behalf with respect to AdWords online auction-based advertising, in order to modify keywords and settings in a timely manner. Customer must provide Entrata with timely written notification if they want to cancel any specific PPC Campaign. Customer understands that it is the search engine's choice on the timing and manner of any such cancellation. When using the SEM Services, Customer shall not advertise anything illegal or engage in any illegal or fraudulent business practice.

3.3 Representations and Warranties. Customer represents and warrants that all Customer information provided to Entrata is complete, correct and current; and the use by Entrata of any Customer information will not violate any applicable laws, regulations, code of conduct, or third-party rights (including without limitation Intellectual Property Rights). Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to a violation of the foregoing.

4. RESPONSIBILITIES OF ENTRATA

4.1 Access. Entrata shall provide Customer with access to the SEM Services for each of Customer's ProspectPortal websites (for which Customer pays the SEM Services fee) that are hosted by Entrata on behalf of Customer.

4.2 Features. The SEM Services features shall include, but not be limited to: the implementation of, monitoring of, and consulting with Customer on PPC Campaigns; the selection of optimal keywords to be used; managing the AdWords accounts supplied to Entrata; the ads and landing pages that are being used in paid search marketing efforts relevant to Customer's category of interest; recommendations regarding the optimal ranges for the number of keywords required in Customer's account, as well as keyword and ad grouping for optimal performance and opportunity generation with Google.

5. DISCLAIMER

Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the SEM Services. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of data or profit or due to business interruption or loss in internet visibility) arising out of or in connection with the use of, or inability to use, the SEM Services. The liability limitations set forth in the Agreement govern any damage claims or causes of action that may arise. Entrata disclaims all guarantees regarding the positioning, levels, quality, or timing of any of the PPC Campaigns, including but not limited to the

1. costs per click;
2. click through rates;
3. conversions or other results for any ads; and
4. location of ad placements.

Customer understands and accepts the risk that a third party may generate clicks through improper means. Customer's exclusive remedy, and Entrata exclusive liability, for suspected invalid clicks is to receive a refund in the form of advertising credits from the search engine, and at its sole discretion. Certain keywords and other actions may be prohibited by the search engines editorial guidelines, limitations, privacy policy restrictions, trademark restrictions and ad specification requirements, as examples keywords may be prohibited in regulated industries, such as weapons, pharmaceuticals, and gambling. The search engines may also require that any claims made in the ads are verified on the landing page or in a disclosure statement.

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1. DEFINITIONS

1.1 "Call Service Provider" means a third-party service provider that will receive computerized requests from Entrata (which requests will contain the phone numbers of intended Recipients chosen by Customer and the Voice Message prepared by Customer and intended to be transmitted to such Recipients), and upon receipt of such computerized requests, will place calls to the specified phone numbers and upon answer, will deliver the Voice Message.

1.2 "Email" means an electronic computer message delivered via the Internet that can be composed by Customer and distributed through the Message Center Product to individual Recipients or groups of Recipients composed of individuals meeting qualifications selected by Customer.

1.3 "Keyword(s)" means a descriptive word or words that identify Customer or relate to specific offers or promotions of Customer. When a resident or potential resident of Customer sends an SMS containing the Keyword selected by Customer to the Short Code, the Software will allow Customer to view and respond, through the Administrative System, to all individuals who sent such and SMS.

1.4 "Opt-in Confirmation" means the positive confirmation of a prospective, current or former resident of Customer that such individual is willing to receive the type of communications delivered through the Product.

1.5 "Recipient" means one of Customer's residents, prospective residents, or former residents that has completed an Opt-in Confirmation.

1.6 "Short Code" means the abbreviated phone number to which residents or potential residents of Customer will text Customer's Keyword in order to receive more information from Customer regarding Customer's advertising or offer that publicized the Keyword and the "text to" number.

1.7 "SMS Aggregator" means a third party mobile network provider.

1.8 "SMS" means the short message service component of the global system for mobile communications that uses standardized communications protocols to allow the exchange of short text messages between mobile phone devices.

1.9 "SMS Message Fees" means fees charged by an SMS Aggregator to transmit and receive any SMS message to or from each SMS recipient including, but not limited to, fees charged in connection with A2P 10DLC registration.

1.10 "SMS System" means a system that uses the Product and Customer's computers to manually or automatically transmit SMS messages to one or more Recipients.

1.11 "Voice Message" means a pre-recorded or computer generated .Wav file that can be composed through use of the Product and then transmitted to Recipients through the Product by using the Administrative System to direct the Product to place simultaneous or individual telephone calls to Recipients.

1.12 ".Wav File" means a computer audio file that may contain either a computer generated voice, a recorded human voice or a combination of both.

2. SCOPE OF USE

Customer may use Customer's computers to access and use the Message Center Product via the internet for the number of Properties, at the rates, and subject to the fees stated in the Sales Order.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to send alerts and notifications, including but not limited to, Opt-in Confirmations, rent reminders, maintenance requests, completion notifications, availability alerts, Property info requests, and Property notifications, to residents or potential residents through the individual or mass delivery of SMSs, Voice Messages, and/or Emails.

3.2 Prohibited Content. Customer agrees not to send SMS messages, Emails or Voice Messages containing content that is false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, harmful to minors, hateful, or racially ethnically, or otherwise objectionable. Customer additionally agrees not to send unsolicited SMS messages, Emails or Voicemails; referring to alcohol, tobacco or drugs, or that contain content or keywords that infringe on patents, trademarks, or others intellectual property.

3.3 Prohibited Actions. Customer shall be solely responsible for its actions and the actions of its Users while using the Message Center Product and for the contents of its transmissions through the Message Center Product. Customer agrees:

1. to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Product, including without limitation all laws regarding the transmission of technical data exported from the United States through the Product;
2. not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Software, Product, Services or Recipients' computers or telephones;
3. not to use the Product for illegal purposes including violating provisions of the CAN-SPAM Act, the Do-Not-Call Implementation Act, the Do-Not-Call Improvement Act or any other applicable laws and regulations;
4. not to interfere or disrupt networks connected to the Product;
5. not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability;
6. not to engage in surveys, contests, or chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of email.

Customer acknowledges that the laws governing the use of the Product are amended from time to time. Customer agrees to familiarize itself and comply with amendments to local, state and national laws and regulations related to the use of the Product. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Product. Customer acknowledges and agrees that Entrata neither endorses the contents of any Customer communications nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third-party Intellectual Property Rights arising therefrom, or any crime or violation facilitated thereby. Entrata may refuse to transmit any communications if, in Entrata reasonable discretion, such communication violates the terms hereof.

3.4 Authorization. Customer agrees that it will only use the Product to send communications to Recipients who have agreed to receive such communications by completing an Opt-in Confirmation (a copy of which will be retained by Customer for 6 months following the termination of this Agreement). Auto enrolling potential recipients without permission is strictly forbidden and will result in the immediate discontinuation of the Product.

3.5 Key Word Reservation. Customer agrees to only reserve keywords that are relevant to the rental of Properties and will only use the SMS System for the purpose of leasing or managing residential or commercial real estate. Customer understands that Keywords are available on a first come, first-serve basis. Customer will confirm the availability of desired keywords prior to executing the Sales Order.

4. RESPONSIBILITIES OF ENTRATA

4.1 Transmission of SMS Messages. Subject to the limitations set forth herein, Entrata will maintain the SMS System in a manner so as to allow Customer to transmit SMS messages to one or more SMS Aggregators during all times when the Product is normally available.

4.2 Transmission of Voice Messages. The Message Center Product will allow Customer to use standard commercially available software, not included as part of the Message Center Product, which software must be set up pursuant to specific instructions provided by Entrata, to record and create .Wav files that will be transmitted as Voice Messages to Recipients through the Product and the Call Service Provider. Entrata does not guarantee that Voice Messages will be delivered immediately and accepts no responsibility for any mis-delivered or undelivered Voice Messages resulting from the failure of the Call Service Provider.

4.3 Transmission of Emails. The Message Center Product will allow Customer to transmit Email blasts to all or groups of Recipients, which groups can be selected by Customer based on certain criteria such residents who are delinquent in the payment of rent, or residents of certain buildings, etc. All emails must contain "opt out" instructions, and Customer agrees to not use the Product to send any additional email to any Recipient that has "opted out."

4.4 Key Word Reservation. Entrata agrees to reserve up to three keywords per Property, per month for the Term.

4.5 Server Disruption and Inaccurate Messages. Entrata may, from time to time, experience server disruptions or outages that prevent or delay SMS Messages, Voice Messages, and Emails from being sent and received. Such disruptions may also result in duplicate or undesired messages being sent. Upon the occurrence of any of the foregoing problems, Entrata's sole responsibility shall be to re-send any undelivered messages or correct any messages that contained mistaken or undesired content. Subject to the foregoing, Entrata shall have no other responsibility for, and bears no liability with respect to inaccurate or undesired messages sent through the Product.

4.6 Responsibility for SMS Aggregators. Entrata makes no representations or warranties with respect to the reliability, availability, or coverage of any SMS Aggregator. SMS Aggregators may, from time to time, experience outages or system malfunctions that prevent or delay text messages from being sent and received. Such disruptions may also result in duplicate or undesired messages being sent for which Entrata bears no responsibility. Customer acknowledges that, depending on the Recipient's mobile provider service, it may not be possible to transmit the SMS message to the 
Recipient successfully. SMS Aggregators may charge additional or new SMS Message Fees that are beyond Entrata's reasonable control. Customer is responsible for payment of any and all SMS Message Fees required by SMS Aggregators in connection with the SMS Messages provided hereunder. Such additional SMS Message Fees may be reflected in the form of updated monthly Fees charged by Entrata.

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1. DEFINITIONS

1.1 "Feeds" means a data transmission consisting of Content related to available units at Customer's Property or Properties that is exchanged between the Software for the Product and the ILSs.

1.2 "ILS(s)" means Internet Listing Service(s) and online marketing websites, including, but not limited to, Apartments.com, ForRent.com, ApartmentGuide.com, Rent.com, ApartmentFinder.com, Move.com, and MyNewPlace.com, with which Customer has an existing license to post apartment vacancy information on a Property-specific basis.

1.3 "Lead(s)" means Personal Information, including, but not limited to, name, phone number, email address, and other information of a prospective customer.

1.4 "Services" with respect to the Call Tracker Product means all included merchandise and applications provided by Entrata in connection with its Call Tracker Product and any related Software.

1.5 "Voice Mail(s)" means a pre-recorded or computer generated message stored in a centralized system that can be retrieved by the recipient at a later time.

2. SCOPE OF USE

Customer may use the Call Tracker Product to have phone calls routed into Entrata's server, and Entrata then relays those calls to the Property locations. The Call Tracker Product includes maintenance, leasing, general phone calls, and after-hours Voice Mail. An administrative interface will be available to Customer to view calls and Voice Mails. Call Tracker includes integration fees and basic lead management capabilities, including Lead Alert, which comes with the Product. Call Tracker does not include a full lead management solution, guest card parsing, ILS feeds or any land line, phone, or direct phone number at the Property.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Limitations. Customer agrees not to use the Services, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than using the Call Tracker service in a manner contemplated by both parties. Customer shall not use the Product, or any Content garnered from Call Tracker for illegal purposes. Call Tracker is intended and licensed for use by Customer, but not third parties.

3.2 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Services. Such administrative activities include, but are not limited to,

1. Customer's ability to view calls and Voice Mails; and
2. ability to access basic lead management capabilities, including Lead Alert.

The Administrative System is intended and licensed for use by Customer, but not third parties.

3.3 Training. Customer shall be responsible for training its own Users in the use of the Call Tracker Product.

3.4 Customer Use. Customer will use the Services in accordance with the Documentation. Customer will provide, at its own expense, an Internet connection, and all other computer hardware, software and other equipment and supplies required to use the Services.

3.5 Confidentiality. Customer shall use commercially reasonable efforts to preserve the confidentiality of any user identification, password, test key, or other code or authentication method provided by Entrata or otherwise required for use of the Services and shall further prevent the use of the Services by unauthorized persons. Customer assumes full responsibility for the consequences of any misuse or unauthorized use of or access to the Services or disclosure of any Confidential Information or instructions by Customer and its Users.

3.6 Control and Monitoring of Content and Messages. Entrata has no obligation to review, edit, censor, monitor, or control any of Customer's Voice Mail or voice messaging content or any messages, information, data, or commentary provided to any of Customer's Users.

3.7 Compliance with Law. Customer shall comply with all applicable Laws and Regulations. It is Customer's responsibility to fulfill any compliance requirements or obligations that Customer may have with respect to the Services under all applicable laws and regulations. Customer will not use the Services to engage in any activity directly or indirectly that is illegal or fraudulent. Because all messages will be recorded, it is Customer's responsibility to add any required language to its Voice Mail messages, to satisfy 18 U.S.C.A. § 2510-2520, or any other federal or state law prohibiting communication interception and recording without consent.

3.8 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any property and/or resident information supplied to Entrata by Customer, related to this Product offering, may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of Properties, and for the purpose of leasing or managing residential or commercial real estate.

3.9 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Products.

3.10 Responsibility for Setup and Activation. Entrata is not responsible for any delays caused by Call Tracker or Customer in complying with the setup, permission, and activation required for utilizing the Call Tracker Services.

4. RESPONSIBILITIES OF ENTRATA

4.1 Accuracy of Information. Entrata will use commercially reasonable efforts to ensure that the recordings are properly distributed to each Customer. Upon written notification, Entrata will use commercially reasonable efforts to correct any data integrity or errors caused by the Services.

4.2 Administrative System. Entrata will configure the Administrative System such that all Leads received from the Call Tracker Services will be identified by their source and sent to a Property specific email address (if specified by the Customer). Customer may use the Administrative System to access the transmission of information relating to Call Tracker.

4.3 Services Provided. Entrata will provide Services that allow phone calls to be routed into Entrata's server, and Entrata then relays those calls to the Property locations. The Services include maintenance, leasing, general phone calls, and after-hours Voice Mail. The Call Tracker Services includes integration Fees and basic lead management capabilities.

4.4 Services. Entrata may add, delete, or change the features or functions of the Services, at any time in Entrata's sole discretion. Entrata will notify Customer of the change as soon as reasonably practicable. Entrata may cause the Services to be temporarily unavailable to Customer, either with or without prior notice, and Customer acknowledges that factors beyond Entrata's reasonable control, such as telecommunications failure or equipment failure, may also cause the Services to be unavailable to Customer.

5. DISCLAIMERS

5.1 Liability. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Call Tracker Services. Call Tracker is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of recordings or data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the Call Tracker Services.

5.2 Accessibility and Downtime. Access to and use of Services may be temporarily down, inaccessible, or deactivated due to maintenance, upgrades, equipment failure, power failure, and/or other scheduled or unscheduled downtime or interruptions and Entrata shall not be liable to Customer or any third party for any such circumstances. Entrata will use commercially reasonable efforts to ensure that maintenance and downtime occur during non-peak hours and that the Services performs in accordance with industry standards.

5.3 Server Disruption and Inaccurate Messages. Entrata may, from time to time, experience server disruptions or outages that prevent or delay Voice Mail or voice messages, relating to the Call Tracker Service from being received and/or sent. Such disruptions may also result in duplicate or undesired messages being sent. Upon the occurrence of any of the foregoing problems, Entrata's sole responsibility shall be to re-send any undelivered messages. Subject to the foregoing, Entrata shall have no other responsibility for, and bears no liability with respect to inaccurate or undesired messages sent through the Services.

5.4 Loss of Recordings. Entrata may, due to downtime, server disruption, or any other unforeseen occurrence, lose the recordings and other items relating to the Call Tracker Service. Entrata's sole responsibility shall be to maintain these recordings utilizing industry standards. If in the event a recording or set of recordings is lost, Entrata bears no liability for these occurrences.

5.5 No Guarantee. Entrata does not guarantee that any specific phone number will persist or be available to use with the Call Tracker Service. Customer may have to change phone numbers without any notice from Entrata.

5.6 Failure to Pay. In the event that Customer fails to pay its monthly license fees related to the Call Tracker Product, within 30 days of non-payment, Entrata may deactivate call tracking, and dispose of historical Voice Mail data.

5.7 Phone Numbers. Entrata does not guarantee that any specific Phone Number will persist or be available to use with the Call Tracker Services. Customer is solely responsible to test the Phone Numbers, before using them; Entrata is not liable for any reliance Customer places on the numbers that have not been previously tested. Customer may have to change Phone Numbers associated with the Call Tracker Services without prior notice from Entrata.

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1. SCOPE OF USE

Customer may use the Parcel Alert Product as a way to notify residents when a package or other deliverable item has been left with the Property. The Property staff may alert the residents that a package or deliverable item is ready for pickup by using the Product to notify the resident through a lobby display, email, text or SMS message, or through a ResidentPortal announcement.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Limitations. Customer agrees not to use the Product and any Content from Entrata, or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.

2.2 Email. Customer agrees that it must obtain the email addresses and permission from its residents to send email notifications to the residents if there is a package or other deliverable item that needs to be picked up. Customer also agrees that all emails must contain "opt out" instructions, and Customer agrees to not use the Product to send any additional email to any resident that has "opted out."

2.3 SMS Messages. Customer agrees that it must obtain the cell phone numbers and permission from its residents to send SMS notifications to the residents' cell phones if there is a package or other deliverable item that needs to be picked up. Customer agrees that it is its responsibility to advertise to its residents for this Product, and that the residents must opt-in to ResidentPortal. Customer also agrees that in gaining permission to send SMS Messages, there must be "opt out" instructions for those residents who do not want to receive SMS notices, and Customer agrees to not use the Product to send any additional SMS Message to any resident that has "opted out."

2.4 ResidentPortal. Customer agrees that its residents must be enrolled in ResidentPortal in order to use this means of notifying its residents.

2.5 Authorization. Customer agrees that it will only use the Product to send communications to residents who have agreed to receive such communications by completing an opt-in confirmation (a copy of which will be retained by Customer for 6 months following the termination of this Agreement). Auto enrolling potential recipients without permission is strictly forbidden and will result in the immediate discontinuation of the Product.

2.6 Administrative System. Customer will have access to a user management mechanism that will allow Customer to send alerts and notifications, for opt-in confirmations, and parcel pick-up notifications through the delivery of SMSs and Emails.

2.7 Prohibited Content. Customer agrees not to send SMS messages, Emails containing content that is false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, harmful to minors, hateful, or racially ethnically, or otherwise objectionable. Customer additionally agrees not to send unsolicited SMS messages, or Emails; referring to alcohol, tobacco or drugs, or that contain content or keywords that infringe on patents, trademarks, or others intellectual property.

2.8 Prohibited Actions. Customer shall be solely responsible for its actions and the actions of its Users while using the Product and for the contents of its transmissions through the Product. Customer agrees:

1. to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Product, including without limitation all laws regarding the transmission of technical data exported from the United States through the Product;
2. not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Product or Recipients' computers;
3. not to use the Product for illegal purposes including violating provisions of the CAN-SPAM Act, or any other applicable laws and regulations;
4. not to interfere or disrupt networks connected to the Product;
5. not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.

Customer acknowledges that the laws governing the use of the Product are amended from time to time. Customer agrees to familiarize itself and comply with amendments to local, state and national laws and regulations related to the use of the Product. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Product. Customer acknowledges and agrees that Entrata neither endorses the contents of any Customer communications nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third-party intellectual property rights arising therefrom, or any crime or violation facilitated thereby. Entrata may refuse to transmit any communications if, in Entrata reasonable discretion, such communication violates the terms hereof.

3. RESPONSIBILITIES OF ENTRATA

3.1 Access. Entrata shall provide Customer with access to the Parcel Alert Product, which will allow Customer to notify its residents via Email, SMS Messages, Lobby Display, or ResidentPortal when a package or other deliverable item needs to be picked up.

3.2 Server Disruption and Inaccurate Messages. Entrata may, from time to time, experience server disruptions or outages that prevent or delay SMS Messages and Emails from being sent and received. Such disruptions may also result in duplicate or undesired messages being sent. Upon the occurrence of any of the foregoing problems, Entrata's sole responsibility shall be to re-send any undelivered messages or correct any messages that contained mistaken or undesired content. Subject to the foregoing, Entrata shall have no other responsibility for, and bears no liability with respect to inaccurate or undesired messages sent through the Product.

3.3 SMS Message Delivery. Entrata will provide a reasonable number of SMS deliveries but may limit the number of messages to be sent per package or deliverable item pick-up to a total of three (3) messages.

3.4 Support. Entrata will provide the necessary documentation to Customer to allow Customer to set up the Parcel Alert. Entrata will provide phone support to troubleshoot any problems with the Product.

4. DISCLAIMERS

4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Parcel Alert Product. Parcel Alert is subject to errors, and bugs. In no event shall Entrata be liable for any damages arising out of or in connection with the use of, or inability to use, the Parcel Alert Product.

4.2 Responsibility for SMS Aggregators. Entrata makes no representations or warranties with respect to the reliability, availability, or coverage of any third-party mobile network provider ("SMS Aggregator"). SMS Aggregators may, from time to time, experience outages or system malfunctions that prevent or delay text messages from being sent and received. Such disruptions may also result in duplicate or undesired messages being sent for which Entrata bears no responsibility.

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1. SCOPE OF USE

Customer may use the Lobby Display Product for a dynamic non-interactive means to display information that is pertinent to Customer's residents. The items that may be displayed include but are not limited to the Property contact information, maintenance contact information, packages or other items to be picked up by the resident designated by unit number, weather information, a news headline feed, and upcoming Property events or announcements.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Limitations. Customer agrees not to use the Product and any Content from Entrata, or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.

2.2 Technical Specifications. Customer agrees to abide by the technical specifications that Entrata will provide to them.

2.3 Required Hardware. Customer agrees that they are required to purchase the hardware needed to facilitate the Lobby Display's functionality including but not limited to, a computer, a screen for displaying the information, an internet connection, a video connection between the screen and the computer, and any needed cables and wires. Entrata recommends Customer purchase a web-enabled television.

2.4 Entering Information. Customer agrees that they are required to manually enter the information that will be displayed for any property announcements, events, and any packages to be picked up by the residents.

2.5 Setup and Implementation Responsibilities. Entrata will be responsible for performing its setup and implementation responsibilities, including those relating to website creation, as described herein. It is estimated that the initial website creation, the setup and implementation will require approximately six (6) weeks, starting on the date the Agreement is signed by Entrata. This time period is not guaranteed, and may change due to delays by Customer, extensions or changes in design requirements by Customer, disruptions in the development process, or other factors. Entrata will notify customer of the Go Live Date when such date is certain. Customer shall be responsible for providing Property content including the submission of a Property Details Questionnaire, Property Photos, Floor Plan Details and Images, Property Logo or other images. Customer acknowledges that this may take approximately 2-3 hours per Property to gather and send. Customer must also submit to Entrata the desired domain name to be purchased or directed toward Entrata’s servers (ProspectPortal Only).

3. RESPONSIBILITIES OF ENTRATA

3.1 Access. Entrata shall provide Customer with access to the Lobby Display Product, which (provided Customer has a current license for Parcel Alert) will enable the dynamic content to be displayed to the residents for the number of Properties and at the rates set forth below.

3.2 Support. Entrata will provide the necessary documentation to Customer to allow Customer to set up the Lobby Display. Entrata will provide phone support to troubleshoot any problems with the Product.

4. DISCLAIMERS

4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Lobby Display Product. Lobby Display is subject to errors, and bugs. In no event shall Entrata be liable for any damages arising out of or in connection with the use of, or inability to use, the Lobby Display Product.

4.2 Display Content. Entrata does not warrant or guarantee the upload time and functionality of any of the content that may be displayed from a third party. The content for the news source and headlines will be generated from a source of Customer's choosing, and Entrata shall not be liable for any damages or causes of action that may arise from the content that is disseminated from any third party.

4.3 Screen Size. Entrata does not warrant or guarantee the accuracy or clarity of any content displayed on a screen that is smaller than 30 inches or larger than 42 inches.

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(Use of LeaseExecution requires a license for ResidentPortal)

1. DEFINITIONS

1.1 "Addenda" means a supplement or appendix to a Lease.

1.2 "Content" means, with respect to LeaseExecution™, any text, data, language, information, documents, and all that is contained or dealt with in a Lease.

1.3 "Email" means an electronic computer message delivered via the Internet that can be composed by Customer and distributed through the Services to individual Recipients or groups of Recipients composed of individuals meeting qualifications selected by Customer.

1.4 "Lease" means a contract granting use or occupation of property during a specified period in exchange for a specified rent.

1.5 "Merge Field" means an entry that is used to identify which category of data source information will be printed or posted in its location.

1.6 "Merged Data" means factual information that is digitally transmitted into a Merge Field.

1.7 "Resident" means a person who resides or will reside at one of Customer's Properties. These may be actual or prospective apartment Residents, commercial real estate tenants, renters of storage space or other users as mutually agreed upon by the parties.

1.8 "Administrative System" means the administrative website system to which Customer is given Access Credentials that allow Customer to perform administrative functions in connection with the Product as more fully described herein.

1.9 "Services" with respect to LeaseExecution means the intangible online leasing Products described in this section of the Terms and Conditions, as well as the procedures, protocols and Software to be provided by Entrata to Customer to enable the legal online execution of Customer's Leases.

2. SCOPE OF USE

The Services will allow for the applicants, Residents, and Customer to legally sign and execute their Lease in a paperless, online transaction. Customer's applicants and Residents may use a computer to access the Services via the internet or by using Entrata's ProspectPortal or ResidentPortal for the number of Properties, at the rates, and subject to the fees stated in the Sales Order. Entrata will provide the Services to facilitate the simplification of the online application and leasing process for potential Residents and Customer by capturing applicant information and allowing the online execution of the Lease. The Services will integrate with many property management software products. The Lease may be configured with Merge Fields to allow applicant and Property information to be dynamically merged into the Lease. Customer will have control over how the Lease form fields populate. Email notifications can be configured and automatically sent to both the applicants and property managers.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to access the LeaseExecution Product, wherein Customer's Residents or potential Residents may fill out an application to lease, and then read, sign, and execute a Lease and the corresponding Addenda online.

3.2 Limitations. Customer agrees not to use the Services, the Software, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.

3.3 Compliance with Laws and Regulations. Customer shall comply with all applicable laws and regulations in connection with, or affecting, the use of the Services. Customer will not use the Services to engage in any activity, directly or indirectly, that is illegal or fraudulent.

3.4 Prohibited Actions. Customer shall be solely responsible for its actions and the actions of its Residents while using the LeaseExecution Product. Customer agrees to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Services, including without limitation all laws regarding the legality of electronically executed legal documents in the United States through the Services. Customer agrees to familiarize itself and comply with amendments to local, state and national laws and regulations related to the use of the Services. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Services. Customer acknowledges and agrees that Entrata neither endorses the Content nor gives assurances of the enforceability or legality of any Customer Lease that is used.

3.5 Indemnification. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent arising from Customer's use of the Services.

3.6 Comparable Data. Customer agrees that the LeaseExecution Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any Property and/or resident information supplied to Entrata by Customer, related to this Product offering, may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of Properties, and for the purpose of leasing or managing residential or commercial real estate.

3.7 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Products.

3.8 Authorization. Customer agrees that it will only use the Services to provide online application and leasing services, and for no other purpose.

3.9 Uploading a Lease Package. Customer is responsible for submitting Lease documents and all applicable addenda in .docx file format which may take up to three hours per Lease. Customer may request revisions be made to its Leases. Up to two submissions shall be allowed for revisions. Customer understands that these revisions may take up to one hour per document review. Customer must log into the Administrative System and upload the Lease and applicable Addenda. LeaseExecution will allow Customer to use any available Word document (.docx). Before uploading the Lease package, Customer will need to create Merge Fields for all of the Lease entries. After the Lease package is uploaded and saved, the fields that have been entered will automatically populate when Customer sends the Lease package to an applicant.

3.10 Approval of Merged Data. Customer is required to acknowledge that it has reviewed all Merged Data into each Merge Field, each time a Lease is generated. Bugs, mistakes, updates, and outages by Entrata may result in Merged Data being generated and pre-populated incorrectly. Customer must agree and acknowledge that if Customer has failed to review and edit the Merged Data into the Merge Fields this may create a risk of mistake, error, and liability and that Customer has been informed of this fact and expressly agrees to assume the risk of this occurring. Customer agrees to release Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part to review the Merged Fields, and any resulting damages or claims which may arise. Customer understands that this release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer's part to review the Merged Fields.

3.11 Supported Merge Fields. Entrata will provide Customer with a list of Merge Fields that will be supported by Entrata. Customer may use additional Merge Fields that are not on the list provided by Entrata, but these custom fields will require manual data entry by Customer each time a Lease is generated.

3.12 Approval of the Lease Language. Customer must acknowledge that it has reviewed the generated Lease that has been signed by the applicant. Customer must agree and acknowledge that if it failed to review the Lease before someone with the authority to sign on behalf of Customer executes the Lease, this may create a risk of mistake, error, and liability and Customer has been informed of this fact and expressly agrees to assume the risk of this occurring. Customer agrees to release Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part to review the Lease and any resulting damages or claims which may arise. Customer understands that this release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer's part to review Lease. Customer acknowledges that using LeaseExecution in no way constitutes a legal opinion that the language of the Lease Customer is using is free from provisions that may be illegal or unenforceable under state law, and that Customer is advised to have an attorney review the Lease forms and Addenda they utilize. Customer agrees that Entrata is not liable for any misuse of the Lease forms or Addenda by any third parties. Customer agrees that Entrata may use this release language to defend or mitigate any liability that may arise for any claims or causes of action based in whole or in part upon the use of LeaseExecution.

3.13 Executing the Lease. An applicant will be able to click a link in an email notification to take him/her to a screen where he/she can log in with the credentials created in the application process, and review and initial each page of the Lease. An applicant signs the Lease by typing his/her full name in the appropriate field. Once the applicant clicks Submit, the Lease is sent to Customer to be signed. After Customer signs the Lease, a complete and executed copy will be made available to Customer and the applicant to print for their records. An email notification will also be provided to notify Customer that a Lease has been signed.

4. DISCLAIMERS

4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the LeaseExecution Product. LeaseExecution is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of Leases, data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the LeaseExecution Product.

4.2 No Legal Opinion. Customer's use of LeaseExecution and the Lease documents it chooses to use in no way constitutes a legal opinion that the language of the Lease documents are free from provisions that may be illegal or unenforceable under State or Federal law. Customer must exercise its independent judgment whether to use the Lease documents and must receive independent legal advice about the use of the same. Entrata does not warrant that any management or operational policies and procedures employed by the end user or apartment property owner are legal or enforceable.

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(Use of LeaseExecution Lite requires a license for ResidentPortal)

1. DEFINITIONS

1.1 "Addendum" means a supplement or appendix to a Lease.

1.2 "Administrative System" means the administrative website system to which Customer is given Access Credentials that allow Customer to perform administrative functions in connection with the Software as more fully described herein.

1.3 "Content" means, with respect to LeaseExecution Lite™, any text, data, language, information, documents, and all that is contained or dealt with in a Lease.

1.4 "Email" means an electronic computer message delivered via the Internet that can be composed by Customer and distributed through the Product to individual Recipients or groups of Recipients composed of individuals meeting qualifications selected by Customer.

1.5 "Lease" means a contract granting use or occupation of property during a specified period in exchange for a specified rent.

1.6 "Resident" means a person who resides or will reside at one of Customer's Properties. These may be actual or prospective apartment Residents, commercial real estate tenants, renters of storage space or other users as mutually agreed upon by the parties.

1.7 "Services" with respect to LeaseExecution Lite means the intangible online leasing Products described in this section of the Terms and Conditions, as well as the procedures, protocols and Software to be provided by Entrata to Customer to enable the legal online execution of Customer's Leases.

2. SCOPE OF USE

The Services will allow for the applicants, Residents, and Customer to legally sign and execute their Lease in a paperless, online transaction. Customer's applicants and Residents may use a computer to access the Services via the internet or any of the Entrata portals for the number of Properties, at the rates, and subject to the fees stated in the Sales Order. Entrata will provide the Services to facilitate the simplification of the online application and leasing process for potential Residents and Customer by allowing the online execution of the Lease. The Services will integrate with many property management software products. The Lease may be uploaded to Customer's Entrata account to allow Customer to electronically send the Lease to an applicant to sign it electronically. Email notifications can be configured and automatically sent to both the applicants and property managers.

3. RESPONSIBILITIES OF CUSTOMER

3.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to access the LeaseExecution Lite Product, wherein Customer's Residents or potential Residents may fill out an application to lease, and then read, sign, and execute a Lease and the corresponding Addendum online.

3.2 Limitations. Customer agrees not to use the Services, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.

3.3 Compliance with Laws and Regulations. Customer shall comply with all applicable laws and regulations in connection with, or affecting, the use of the Services. Customer will not use the Services to engage in any activity, directly or indirectly, that is illegal or fraudulent.

3.4 Prohibited Actions. Customer shall be solely responsible for its actions and the actions of its Users while using the LeaseExecution Lite Product. Customer agrees to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Services, including without limitation all laws regarding the legality of electronically executed legal documents in the United States through the Services. Customer agrees to familiarize itself and comply with amendments to local, state and national laws and regulations related to the use of the Services. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Services. Customer acknowledges and agrees that Entrata neither endorses the Content nor gives assurances of the enforceability or legality of any Customer Lease that is used.

3.5 Indemnification. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to Customer's use of the Services.

3.6 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any Property and/or resident information supplied to Entrata by Customer, related to this Product offering, may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of properties, and for the purpose of leasing or managing residential or commercial real estate.

3.7 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Products.

3.8 Authorization. Customer agrees that it will only use the Services to provide online application and leasing services, and for no other purpose.

3.9 Uploading a Lease Package. Customer is responsible for submitting Lease documents and all applicable Addenda in an acceptable file format which may take up to three hours per Lease. Customer must log into Entrata and upload the Lease and applicable Addendum. LeaseExecution Lite will allow Customer to use .DOCX and .PDF documents, so long as the .PDF documents comply with the software requirements. After the Lease package is uploaded and saved, Customer will then be able to send the Lease to an applicant for electronic signature.

3.10 Approval of the Lease Language. Customer must acknowledge that it has reviewed the generated Lease that has been signed by the applicant. Customer must agree and acknowledge that if it failed to review the Lease before someone with the authority to sign on behalf of Customer executes the Lease, this may create a risk of mistake, error, and liability, and Customer has been informed of this fact and expressly agrees to assume the risk of this occurring. Customer agrees to release Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part to review the Lease and any resulting damages or claims which may arise. Customer understands that this release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer's part to review the Lease. Customer acknowledges that using LeaseExecution Lite in no way constitutes a legal opinion that the language of the Lease Customer is using is free from provisions that may be illegal or unenforceable under state law, and that Customer is advised to have an attorney review the Lease forms and Addendum it utilizes. Customer agrees that Entrata is not liable for any misuse of the Lease forms or Addendum by any third parties. Customer agrees that Entrata may use this release language to defend or mitigate any liability that may arise for any claims or causes of action based in whole or in part upon the use of LeaseExecution Lite.

3.11 Executing the Lease. An applicant will be able to click a link in an email notification to take him/her to a screen where he/she can log in with the credentials created in the application process, and review and initial each page of the Lease. An applicant signs the Lease by typing his/her full name in the appropriate field. Once the applicant clicks Submit, the Lease is sent to Customer to be signed. After Customer signs the Lease, a complete and executed copy will be made available to Customer and the applicant to print for their records. An email notification will also be provided to notify Customer that a Lease has been signed.

4. DISCLAIMERS

4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the LeaseExecution Lite Services. LeaseExecution Lite is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of Leases, data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the LeaseExecution Lite Services.

4.2 No Legal Opinion. Customer's use of LeaseExecution Lite and the Lease documents it chooses to use in no way constitutes a legal opinion that the language of the Lease documents are free from provisions that may be illegal or unenforceable under State or Federal law. Customer must exercise its independent judgment whether to use the Lease documents and must receive independent legal advice about the use of the same. Entrata does not warrant that any management or operational policies and procedures employed by the end user or apartment property owner are legal or enforceable.

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Unless Customer and Entrata have previously signed an Amendment or Addendum for Leasing Center, these terms govern the use of Leasing Center.

(All customers licensed for Leasing Center must also be licensed for Call Tracker)

1. DEFINITIONS

1.1 "Automated Call"  means an Inbound Call that is delivered to an electronic voice message rather than to a CSR as the means of providing Services as described in these Terms and Conditions.

1.2 "Contact(s)"  means a support incident, defined as a single incoming support request via telephonic voice (a "Voice Contact"), fax, or electronic correspondence (an "E-mail Contact") regarding any Product.

1.3 "CSR" means an Entrata customer service representative that will function as a quasi-leasing agent for Customer.

1.4 "Inbound Call" means a call received by Entrata via Interactive Voice Response Unit (an "IVR") or similar system by way of Customer's IVR or other mechanism for the purpose of providing Services as described in these Terms and Conditions.

1.5 "Lead" means a person who applies for residency or requests further information regarding one of Customer's Properties. These may be casual website visitors, prospective apartment Residents, prospective commercial real estate tenants, or other users that are not active Residents.

1.6 "Leasing Center" means the customer support and telemarketing Product provided by the Entrata CSRs.

1.7 "Resident" means a person who currently resides or will reside at one of Customer's Properties. These may be apartment Residents, commercial real estate tenants, renters of storage space, or other users that have entered into an agreement with Customer as mutually agreed upon by the parties.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Customer Information. Customer agrees to provide Entrata with sufficient copies of the Property information and related materials, including, but not limited to, documentation, photos, addresses, amenity descriptions, and other information as reasonably necessary to provide the Product. Customer shall only be obligated to supply one copy of any documentation or other such written materials relating to any such information, and Entrata may make such number of copies (and only such number of copies) of such materials as are necessary for it to provide the Product. Customer must elect the tiered hour structure in which the CSRs will take calls. Customer further agrees to maintain and keep all dashboard information reasonably updated in order to allow CSRs to accurately respond to requests for information.

2.2 Customer Contact; Lead & Resident Follow-up. Customer will provide the contact information for the Property representative who will receive the email notifications referenced in Section 3.1(c) below. Customer agrees that it is solely responsible for fulfilling requests submitted to Customer via such Property contact in accordance with Section 3.1(c).

3. RESPONSIBILITIES OF ENTRATA

3.1 Provide Services. Entrata will provide the Product for those Leads and Residents who access the Leasing Center through the Customer's ProspectPortal and/or ResidentPortal websites, the toll-free number(s), and online chat. Entrata will provide the Product as set out in these Terms and Conditions including, without limitation, the following:

1. Lead Calls. Entrata will provide Customer inbound support, teleservices, telemarketing, and lead-to-lease conversions for Customer's Leads that use the site and/or the toll-free-number(s) to make property related calls, online chats, and SMS messages.
2. Outbound Call Services. During the Term of this Agreement, Entrata may, at the option of Customer, provide outbound telemarketing Services to Customer's Residents on terms and conditions to be agreed upon by the parties (for an additional fee).
3. Notification. Entrata will notify Customer by email, on at least a daily basis, of any information requested by Leads or Residents that require a response by Customer. The parties agree that Customer is solely responsible for fulfilling such requests once notified. Should such requests become burdensome or significantly interfere with Entrata's primary Service activities, Entrata will notify Customer and the parties will work cooperatively and in good faith toward an amicable solution.
4. Limited Resident Calls. Entrata will provide Customer inbound support and teleservices for Resident work order calls, online chats, and SMS messages. Apart from work order calls placed by Residents, the Leasing Center Services are not designed to handle Resident calls, and Entrata will refer any non-work order Resident calls to Customer in accordance with Section 3.1(c) above.
5. Reports. Entrata will provide to Customer such information and reports related to the Product as may be created by the Entrata Software and systems. Report topics may include performance, users, and applications, among others.
6. Call Support and Monitoring. Customer will have access, through reasonable mechanisms, to monitor recorded calls of Entrata's service handling of Contacts. Customer agrees to provide Entrata with any and all information, reports, or feedback related to Service quality, which is created by Customer in the course of monitoring Contacts.
7. Additional Services. Additional Services, including outbound telemarketing, online chat functionality, Entrata Redd, or other services, may be licensed and agreed upon by Entrata and Customer. If such additional Services (other than any usual and customary or evolutionary developments) are contracted or otherwise agreed upon by the parties during the Term, Customer shall promptly provide to Entrata sufficient information as may be necessary to enable Entrata to inform and train its CSRs to provide the additional Services. The provision of any additional Services by Entrata may require additional fees.

3.2 Training. Entrata agrees to provide standard support training to its employees, which shall include (at a minimum) training on the standard types of Property information and other matters required to provide quality service to Leads. Customer shall have the right to monitor and review the level of proficiency to which the CSRs are to be trained by Entrata to facilitate the performance of quality services. Entrata shall provide reasonable training to CSRs to provide Services hereunder and otherwise to meet the requirements applicable to CSRs.

3.3 Hours of Operation. Entrata will provide the option of inbound teleservices 365 days a year, 24 hours a day, commencing on the teleservices launch date. Customer's required hours of operation are detailed on the Sales Order or any attachment thereto.

3.4 Escalation Procedure. Customer recognizes that there may be instances where Entrata will not be able to resolve a Customer Contact without Customer's assistance. Promptly following the execution of this Agreement, both parties will mutually agree to an escalation procedure for resolving support problems that require Customer's technical personnel and/or a Customer third party vendor. Customer agrees to provide necessary and timely resources to Entrata to enable Entrata to resolve escalated problems in a timely manner. Examples of such resources include documentation, knowledgebase, escalation process, hardware, software and support technicians.

3.5 Comparable Data. Customer agrees that the Leasing Center Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any information supplied to Entrata by Customer, related to the Leasing Center Product, may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of Properties, and for the purpose of leasing or managing residential or commercial real estate.

3.6 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded using commercially reasonable methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of its Products.

4. DISCLAIMERS

4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, timely response or reliability of the Leasing Center Product. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of recordings, data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the Leasing Center Product. Customer is responsible for payment of any and all SMS Message Fees required by SMS Aggregators in connection with the SMS Messages provided in connection with Leasing Center. Such additional SMS Message Fees may be reflected in the form of updated monthly Fees charged by Entrata.

4.2 Recordings. Entrata may (due to downtime, server disruption, or any other unforeseen occurrence) lose voicemails, pre-recorded messages and other recordings related to or used in connection with the Leasing Center Product. Entrata's sole responsibility shall be to maintain these recordings utilizing no less than industry standards. Entrata bears no responsibility for the loss of any such items, and it is Customer's responsibility to keep accurate backups of all important messages.

5. INBOUND TELESERVICING SPECIFICATIONS AND REPORTS

5.1 Program Description: Entrata will handle calls using a qualified customer service workforce to accept calls and answer general property-related questions.

5.2 Call Objective: To provide quality telephonic support services.

5.3 Training of CSRs: Customer may provide input on the language support required of CSRs, and the call flows that CSRs should follow, to fit Customer's needs. All CSRs utilized for inbound teleservices will act as Customer leasing agents. The CSRs will answer general property questions and perform the following tasks:

1. Record and transmit any requested work orders from Residents.
2. Answer Lead calls relating to general leasing questions, Property inquiries, comments and issues, and, where appropriate, notify Customer of calls that require further response from Customer.
3. Assist Customer, in a limited role, with lead-to-lease conversions.

5.4 Quality Assurance: Customer may monitor recorded CSR Contact calls within the Administrative System, at Customer's convenience. All CSR calls will be recorded and are subject to review by supervisors.

5.5 IVR Capability: If feasible and in Entrata's reasonable discretion, Entrata may develop front end IVR prompter capability sufficient to capture and screen calls to meet Customer's needs. Where calls are handled via IVR, Customer may elect to use its own IVR messaging, and Entrata shall deploy the same.

5.6 Service Reports: Entrata will provide historical reports for the teleservices and program statistics, including the number of Inbound Calls answered and abandoned, and monitoring reports for the Product.

6. CALL CAPS; OVERAGE CHARGES; ADJUSTMENTS

6.1 Call Caps: Where stated in an applicable Sales Order (as may be attached to Customer's Agreement or other agreement for Entrata Services), calls to each Property licensed to use the Leasing Center Product shall be subject to the monthly call caps specified therein. Each Property’s monthly call caps will be aggregated annually and tracked by the Administrative System. Entrata shall provide reasonable notice to Customer, via the Administrative System, once a Property’s call volume approaches the annual contracted call cap. Customer may elect to adjust the Leasing Center settings to avoid overage charges for the remainder of the applicable year by redirecting calls to its own leasing agents or voicemail. Customer must contact Entrata to adjust the Administrative System settings to avoid overage charges.

6.2 Overage Charges: Monthly call caps shall be aggregated and enforced on an annual basis. All calls answered by Leasing Center agents beyond the aggregated annual call cap specified for a Property are subject to an overage fee, as stated in the Sales Order. Overage fees shall be calculated on a per-Property basis at least annually and billed in arrears.

6.3 Adjustments to Call Caps: Customer may only increase or decrease a Property’s elected call cap as follows:

1. Customer may elect to either reduce or increase a selected call cap at the annual renewal of the Agreement Term; and
2. Customer may elect to increase a selected call cap once annually during the Term of the Agreement.

Customer must provide Entrata with at least ninety (90) days’ notice of its intention to increase or decrease a call cap as outlined above. No adjustments to Customer’s call caps will be effective unless and until the amendment reflecting such adjustments has been signed by both parties.

7. AUTOMATED EMAIL RESPONSES

Entrata employs an automatic email responder to inform Leads and Residents that their emails have been received, and that a representative will be calling them or responding to their emails with the information that was requested. Where appropriate, Leads and Residents will be instructed to contact the Property office for response

8. SIGNAL CALLS

The Leasing Center does not handle "signal calls" (e.g., third party monitored service calls, alarm system calls, etc.). We recommend that Customer forward these calls to someone who can answer for the Property in an emergency situation (cell phone, on call).

9. ENTRATA REDD™

9.1 Use of Entrata Redd – Leasing Center: Entrata Redd – Leasing Center (“Redd”) is a virtual assistant platform that may be added to Leasing Center for the purpose of automating responses to routine call, text, and chat inquiries. Entrata Redd may allow Properties to streamline responses and reduce overall call, text, and chat volumes by gathering contact information from Customer’s Leads and providing automated responses regarding pricing and availability, property-specific details, and other information pulled from specified Customer Data within Customer’s Entrata environment. Redd consists of three virtual assistant modules:

1. Voice – automated call answering
2. Text – automated text messaging 
3. Chat – automated online chat messaging (requires active agreement for Prospect Portal)

Calls handled by Entrata Redd are not counted against call cap volumes for purposes of the Section 6 above.

2.2 Redd Limitations: Should a Property discontinue use of Leasing Center at any time in accordance with the terms of the Agreement, Entrata shall also terminate such Property’s access to and use of Redd. While Redd may be added to Leasing Center at no cost to Customer initially, Entrata reserves the right to begin charging Customer for its use of Redd by providing Customer with at least sixty (60) days’ advanced written notice. Entrata may also discontinue providing Redd entirely by providing Customer with at least sixty (60) days’ notice. Redd is not available on all Property types and cannot be used for emergency calls.

10. CHATS

During the Term Entrata may develop chat support in which it will manage staffing levels such that 100% of Customer chats will be answered by a Leasing Center CSR.

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1. SCOPE OF USE

The Lead Management Product will allow Customer to use the following:

1. The leasing agent dashboard in which the leasing agent may see real time reports of how many outstanding open leads they are responsible for and allow the agent to manage and view messages, voicemails, collect prospect information in the inbox, and communicate with leads. It will facilitate the planning, scheduling and managing of all lead activities, and provide reporting metrics for the same. The automated dashboard will create to-do items based on the leasing workflow, including completed applications, signed leases and upcoming renewals. The lead details will be sorted into various columns. The dashboard will include a Google calendar display and will allow Customer and agent to manage upcoming events, reminders, tasks, appointments, application approval, lease generation and approval, emails, lead assignment, and closed leads per occurrence or in bulk.
2. A detailed lead history tool that displays a complete history regarding individual leads from the time they were opened. The leasing agent will also be able to send emails directly to each lead from the lead view interface.
3. Management reporting tools will allow leasing agents to track their own personal performance and will allow managers to track the performance of each agent and office. Customer may use a computer to access the Lead Management Product via the internet or any of the Entrata portals for the number of Properties, at the rates, and subject to the fees stated in the Sales Order. Entrata will provide the Product to facilitate the simplification of managing the potential residents / leads by capturing applicant and lead information and allowing for reporting and tracking of the lead.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to access the Lead Management Product, wherein Customer may manage the workflow and contact information of potential residents and leads online. Customer is responsible for:

1. setting the default permissions for Users that will have access to the Product,
2. setting up and maintaining the Google calendar system that is provided with the Product,
3. managing the leads, the inbox, and other day-to-day activities,
4. closing dead leads and/or moving and advancing the leads through the system,
5. selecting the default view on the Lead Management home page and,
6. inputting the required reasons and information for a closed lead.

2.2 Training. Once reasonably and adequately trained on the use of the Lead Management Product, Customer is solely responsible to train any Users that will use the Product.

2.3 Limitations. Customer agrees not to use the Product, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein and in compliance with applicable laws and regulations. Customer shall comply with all applicable laws and regulations in connection with, or affecting, the use of the Product. Customer will not use the Product to engage in any activity, directly or indirectly, that is illegal or fraudulent.

2.4 Prohibited Actions. Customer shall be solely responsible for its actions and the actions of its Users while using the Lead Management Product. Customer agrees to abide by all local, state, and national laws and regulations applicable to Customer's use of the Product, including without limitation all laws regarding fair housing and anti-discrimination laws in the United States. Customer agrees to familiarize itself and comply with amendments to local, state and national laws and regulations related to the use of the Product. It is Customer's sole responsibility to understand and comply with all laws related to Customer's use of the Product. Customer acknowledges and agrees that Entrata does not endorse Customer content that is created by Customer through use of the Product.

2.5 Authorization. Customer agrees that it will only use the Product to provide and facilitate managing the information regarding potential residents and leads, and for no other purpose.

3. RESPONSIBILITIES OF ENTRATA

3.1 Installation; Training. Following and subject to receipt of the Setup Fees, Entrata will train Customer and provide technical assistance regarding implementing and use of the Product. It is anticipated the initial training should take three (3) hours per Property.

3.2 Reporting. Entrata will provide reporting metrics tracking and display in the agent dashboard, including reporting tools for Property performance metrics for each leasing agent, and a means wherein the property managers may track the performance of each agent and office.

3.3 Maintenance. Entrata will take commercially reasonable steps to install and maintain the Software for the Product, including any required maintenance fixes, patches, work-around solutions, and new versions of the Software.

4. DISCLAIMERS

Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Lead Management Product. Lead Management is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages (including, without limitation, damages for loss of leads, leases, data or profit due to business interruption, downtime, server disruption or other cause) arising out of or in connection with the use of, or inability to use, the Lead Management Product.

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1. SCOPE OF USE

The Product will allow Customer to observe and track its leasing agent calls. An Entrata representative will listen to and analyze the calls which the system records, using a grading rubric provided by Customer, and then upload the analysis feedback into the Administrative System where Customer may view it.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to access the CallAnalysis Product, wherein Customer may view call analysis reports posted by an Entrata representative, on a monthly basis. Customer is responsible for:

1. creating the metric / grading rubric in the administrative system;
2. purchasing and implementing the Call Tracking Product for each property using CallAnalysis;
3. reviewing the call analysis reports and providing feedback to Entrata on any required changes.

2.2 Training. Once reasonably and adequately trained on the use of the CallAnalysis Product, Customer is solely responsible to train any of its Users that will use the Product.

2.3 Limitations. Customer agrees not to use the Product, the Administrative System, any content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.

2.4 Lead Alert. Customer agrees to use Lead Alert in conjunction with CallAnalysis, in order for Entrata to track the leasing agent who answered an incoming call.

2.5 Leasing Agent Log-in. Each leasing agent is required to have and use his/her own unique log-in into the Administrative System, in order for Entrata to accurately track the leasing agent who answered an incoming call.

3. RESPONSIBILITIES OF ENTRATA

3.1 Installation; Training. Following and subject to receipt of the Setup Fees, Entrata will train Customer and provide technical assistance for implementing and using the Product.

3.2 Reporting. Entrata will provide reporting metrics and display them in the Administrative System which will display the leasing agent(s) performance metrics, which metrics and a grading rubric are pre-defined and in the System.

3.3 Maintenance. Entrata will take commercially reasonable steps to install and maintain the Software for the Product, including any required maintenance fixes, patches, work-around solutions, and new versions of the Software.

4. DISCLAIMERS

4.1 General. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the CallAnalysis Product. CallAnalysis is subject to errors, data loss, and bugs. In no event shall Entrata be liable for any damages arising out of or in connection with the use of, or inability to use, the CallAnalysis Product.

4.2 Use of Lead Alert and Unique Leasing Agent Log-in. If Lead Alert and a unique leasing agent log-in is not used, then Entrata does not warrant or make any representations as to the accuracy, reliability, and number of calls that will be analyzed in any given month.

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1. SCOPE OF USE

Customer may use the Entrata Pricing Product to price units at the optimal rent through setting management business rules. The Product will allow Customer to forecast occupancy, lease starts, lease expirations, and it will also provide improved pricing and occupancy data management and processes. The Product will provide the ability for Customer to increase revenue while targeting optimal occupancy levels through the use of transparent pricing methodology and processes.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Entrata Pricing Product. Once trained, Customer is responsible to review the optimized rent pricing based on the move-in day of the week, and choose the starting rent that will be optimized, before the optimal rent pricing is automated. The Administrative System is intended and licensed for use by Customer, but not third parties.

2.2 Approval of Pricing. When the system is in "Manual Review" mode, Customer is required to review all rent pricing before the rent pricing is generated and posted. Bugs, mistakes, updates, and outages by Entrata may result in pricing being generated and pre-populated incorrectly. Customer agrees and acknowledges that if Customer has failed to review the rent pricing this may create a risk of mistake, error, and liability, and that Customer has been informed of this fact and expressly agrees to assume the risk of this occurring. Customer agrees to release Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part to review the rent pricing, and any resulting damages or claims which may arise. Customer understands that this release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer's part to review the rent pricing.

2.3 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any public Property information supplied to Entrata by Customer after the execution of this agreement, related to this Product offering may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of Properties, and for the purpose of leasing or managing residential or commercial real estate.

2.4 Compliance and Non-distribution. Customer shall comply with all applicable Laws and Regulations in connection with, or affecting, the use of the Product. Customer must not copy, abstract or reverse engineer the Software for the Product or the information contained in it, or make it available to any person or organization, and Customer must not permit others to do so. Customer must maintain the Software for the Product in confidence and prevent unauthorized access to it.

2.5 Limitations. Customer agrees not to use the Product, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.

2.6 Notice of Erroneous Pricing. Customer shall regularly and promptly review all pricing and other communications from Entrata and shall promptly notify Entrata upon discovery of any and all discrepancies between Customer's records and those provided by Entrata with respect to any pricing that Customer believes is erroneous. Upon notification by Customer, Entrata will use commercially reasonable, good faith efforts in accordance with the terms hereof to correct any disparities of which it was notified.

2.7 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Entrata Pricing Product. Entrata may also post reports in the Administrative System and send reports of transactions to Customer via email, if requested by Customer.

3. RESPONSIBILITIES OF ENTRATA

3.1 Access. Entrata shall provide Customer with access to the Entrata Pricing Product through Entrata for the number of Properties and at the rates set forth below.

3.2 Accuracy of Information. Entrata will use commercially reasonable, good faith efforts to ensure that any information submitted through the system is accurate. Upon written notification of any problems, Entrata will use commercially reasonable, good faith efforts to correct any data integrity or errors caused by the Product.

3.3 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable, good faith methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Entrata Pricing Product.

3.4 Product Delivery. Entrata will deliver the Entrata Pricing Product in the increments agreed upon by the parties, at least once per week. The pricing and calculation methods will be optimized and delivered or otherwise made available to Customer in United States Dollars, exclusive of any fees, taxes, concessions, amenities, specials or the like, which Customer may charge or deduct, independent of the rent. Customer will have the ability to turn off the Product, at Customer's sole discretion; however, if Customer elects to turn off the Product it will still owe Entrata the monthly fees mutually agreed upon.

3.5 Training and Customer Support. An Entrata representative will train and provide support to Customer on how to enter the Property information into the Administrative System, and how to set up and use the Entrata Pricing Product.

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1. SCOPE OF USE

Customer may use the Student Revenue Management Product to price units at the optimal rent through setting management business rules, specifically for Customer’s Student Properties. The Product will allow Customer to forecast occupancy, lease starts, lease expirations, and it will also provide improved pricing and occupancy data management and processes. The Software and Services will provide the ability for Customer to increase revenue while targeting optimal occupancy levels through the use of transparent pricing methodology and processes.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Administrative System. Entrata will provide Customer with Access Credentials that allow Customer to administrate over certain functionality of the Software for the Entrata Student Revenue Management Product. Once trained, Customer is responsible to review the optimized rent pricing based on the move-in day of the week, and choose the starting rent that will be optimized, before the optimal rent pricing is automated. The Administrative System is intended and licensed for use by Customer, but not third parties.

2.2 Approval of Pricing. When the system is in "Manual Review" mode, Customer is required to review all rent pricing before the rent pricing is generated and posted. Errors, mistakes, updates, and outages by Entrata may result in pricing being generated and pre-populated incorrectly. Customer agrees that it is responsible for any mistakes, errors, and/or liability arising from Customer’s failure to review such rent pricing. Customer agrees to release Entrata, and its officers, agents and employees from any liability as the result of any omission on Customer's part, to review the rent pricing, and any resulting damages or claims which may arise. Customer understands that this release and waiver shall be effective even if the loss, damage, or injury is a result of negligence on the part of Entrata. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any omission on Customer's part to review the rent pricing.

2.3 Comparable Data. Customer agrees that the Product is contingent upon Entrata accessing and using competitive data comparisons of similarly situated companies, and that any public Property information supplied to Entrata by Customer after the execution of this agreement, related to this Software offering may be used by Entrata, in a non-identifiable manner, and in the aggregate, to provide services relevant to the rental of Properties, and for the purpose of leasing or managing residential or commercial real estate.

2.4 Compliance. Customer shall comply with all applicable laws and regulations in connection with, or affecting, Customer’s use of the Product. Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of the Product with regard to Customer’s compliance with applicable laws and regulations.

2.5 Limitations. Customer agrees not to use the Product, the Administrative System, any Content from Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein. Customer should consult its own attorney with respect to Customer’s compliance with all applicable laws and regulations.

2.6 Notice of Erroneous Pricing. Customer shall regularly and promptly review all pricing and other communications from Entrata and shall promptly notify Entrata upon discovery of any and all discrepancies between Customer's records and those provided by Entrata with respect to any pricing that Customer believes is erroneous. Upon notification by Customer, Entrata will use commercially reasonable, good faith efforts in accordance with the terms hereof to correct any disparities of which it was notified.

2.7 Reports. Customer is solely responsible for communicating with the Administrative System to receive reports related to the Product.

2.8 Indemnification. In addition to the indemnification obligations found in the underlying Agreement, Customer will indemnify, defend and hold harmless Entrata, its owners, officers, employees, and agents, from and against any and all third party claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) Customer’s actions or omissions with regard to the Services; and (ii) arising from or related to Customer’s violation of applicable laws or regulations.

3. RESPONSIBILITIES OF ENTRATA

3.1 Access. Entrata shall provide Customer with access to the Student Revenue Management through Entrata for the number of Properties and at the rates set forth in Customer’s SOW or Sales Order.

3.2 Accuracy of Information. Entrata will use commercially reasonable, good faith efforts to ensure that any information submitted through the system is accurate. Upon written notification of any problems, Entrata will use commercially reasonable, good faith efforts to correct any data integrity or errors caused by the Software.

3.3 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable, good faith methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Student Revenue Management and Service.

3.4 Product Delivery. Entrata will deliver the Student Revenue Management Product to Customer over the Internet. The pricing and calculation methods will be optimized and delivered or otherwise made available to Customer in United States Dollars, exclusive of any fees, taxes, concessions, amenities, specials, or the like, which Customer may charge or deduct, independent of the rent.

3.5 Training and Customer Support. Entrata representatives will use commercially reasonable efforts to train and provide support to Customer regarding the use of the Software. This support may include customer support and/or software updates, upgrades, enhancements, or modifications to the Student Revenue Management Product.

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1. SCOPE OF USE

Entrata agrees to make available to Customer a representative specifically trained to support and train Customer on use of the Pricing Services (a "Pricing Services Specialist"). The Pricing Services include the following:

1. The Pricing Services Specialist shall perform a daily review, overriding, and posting of rents derived from the Entrata Pricing Product based upon criteria mutually agreed upon between the parties. The Pricing Services Specialist will be available for regular conference calls to discuss recent pricing activity and take reasonable direction from Customer. These calls shall take place on a weekly basis for the first month of Customer's licensed use of the services; thereafter the frequency of calls will be adjusted in Entrata's reasonable discretion at the recommendation of the Pricing Services Specialist.
2. The Pricing Services Specialist will provide monthly reporting for licensed Properties.
3. The Pricing Services Specialist will provide pricing consulting and share best practices related to operational conditions experienced throughout the week/month.

2. EVALUATION AND MANAGEMENT

Entrata will evaluate the benefit to Customer and perform continuous monitoring and management of the Product to optimize availability and performance. The parties will periodically evaluate the effectiveness of the Pricing Services Product, and Customer may terminate the Pricing Services Product at any time if unsatisfied. Customer will be expected to assist in evaluations by providing the following expected contributions:

1. Conference Call: Participate in conference calls with Product Manager and stakeholders.
2. Ad-Hoc Call / Email: Occasionally asked to contribute feedback to process design, requirement, and feature adjustments.
3. Testing: Once usability testing is ready, test with 1 to 3 emails and phone calls.
4. Feedback Sessions: Constructive dialogue, as needed, with Product and CSM.

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1. SCOPE OF USE

The Entrata Insights Software provides Customer the ability to create custom reports easily and intuitively within Customer’s Entrata environment and allows Customer to meaningfully interact with and extract data from its Entrata database. Entrata Insights is available only to Customers currently using Entrata Core.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Administrative System. Customer will be given access to the Software via its existing Access Credentials. Customer is responsible for maintaining the security of any Access Credentials used to access the Software or the Administrative System and the data stored therein, and Customer agrees that Entrata will not be responsible or liable for Customer’s use and safekeeping of Access Credentials.

2.2 Compliance. Customer shall comply with all applicable laws and regulations in connection with, or affecting, Customer’s use of the Software and Services. Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of the Software and Services with regard to Customer’s compliance with applicable laws and regulations.

2.3 Limitations. Customer agrees to use the Software only for Customer’s legitimate and lawful business purposes. Customer’s use of the Software may be on behalf of Property owners as an agent of such owners. Customer will not assign, copy, transfer or transmit the Software or Services to any third party other than as contemplated herein, and Customer will not publish, copy, modify, distribute, publicly display, create derivative works of, de-compile, disassemble, reverse engineer, or otherwise manipulate the Software, its underlying code, or any other intellectual property of Entrata, except that Customer may make copies of any reports or Customer-owned data contained in the Software for backup purposes only. Customer may only use the Software for those Licensed Properties set forth in the Agreement. The Software may be accessed only by Customer’s employees or other authorized personnel working for or on behalf of Customer at Customer’s location. Customer is solely responsible for procuring and maintaining any computer hardware necessary to remotely access, use, and store data within the Software.

2.4 Indemnification. In addition to the indemnification obligations found in the underlying Agreement, Customer will indemnify, defend and hold harmless Entrata, its owners, officers, employees, and agents, from and against any and all third party claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) Customer’s actions or omissions with regard to the Services; and (ii) arising from or related to Customer’s violation of applicable laws or regulations.

3. RESPONSIBILITIES OF ENTRATA

3.1 Access. Entrata shall provide Customer with access to the Insights Software through Entrata for the number of Properties and at the rates set forth in Customer’s SOW or Sales Order.

3.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable, good faith methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Insights Software and Service.

3.3 Product Delivery. Entrata will deliver the Insights Software to Customer over the Internet.

3.5 Training and Customer Support. Entrata representatives will use commercially reasonable efforts to train and provide support to Customer regarding the use of the Software. This support may include customer support and/or software updates, upgrades, enhancements, or modifications to the Insights Software.

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1. SCOPE OF USE

Entrata Affordable is the central product in Entrata’s Product offering for properties participating in the US Department of Housing and Urban Development (HUD) Multifamily Housing Program or otherwise qualifying for the Low Income Housing Tax Credit (LIHTC). Entrata Affordable provides functionality for: determining eligibility of households; calculating rent; processing certifications; generating Housing Assistance Payment (HAP) requests; processing special claims; creating and sending Tenant Rental Assistance Certification System (TRACS) files; state reporting; and compliance monitoring, including solutions for managing compliance for HUD and LIHTC program properties. It also describes certain obligations of Customer with respect to its use of the Services. The term “Services” as used under this section regarding Entrata Affordable is deemed to include the Software.

The Software provided includes access to a cloud-based affordable-property-specific property management system that supports (a) property management and leasing, including property data and unit data / availability for government-subsidized housing; (b) tenant management, including leasing move-ins, move-outs, and transfers; (c) ledger, including recurring / one-time charges, payments, refunds, and expense management; (d) work order management, including work order creation, scheduling, and alerts; (e) mobile management, which allows Customer access to the Software on a tablet or smart phone; and (f) compliance with HUD and LIHTC requirements. The Software also includes a reporting module that supports the creation of various reports, including but not limited to: rent roll; monthly reconciliation; amenity; unit availability; rent adjustment; rentable items; security deposits; cash deposit recaps; and aged delinquency.

2. RESPONSIBILITIES OF CUSTOMER

2.1 Administrative System. Customer will be given access to the Software via its existing Access Credentials. Customer is responsible for maintaining the security of any Access Credentials used to access the Software or the Administrative System and the data stored therein, and Customer agrees that Entrata will not be responsible or liable for Customer’s use and safekeeping of Access Credentials.

2.2 Compliance. Customer shall comply with all applicable laws and regulations in connection with, or affecting, Customer’s use of the Software and Services. Customer will not use the Software in any way that infringes on the intellectual property rights of any third party, or upload anything while using the Software that contains any viruses or other computer programming that could damage, detrimentally interfere with, surreptitiously intercept, or expropriate the Services, data or the personal information of any person or entity. Entrata hereby disclaims all warranties with respect to the satisfactoriness or accurateness of the Software with regard to Customer’s compliance with applicable laws and regulations.

2.3 Limitations. Customer agrees to use the Software only for Customer’s legitimate and lawful business purposes. Customer’s use of the Software may be on behalf of Property owners as an agent of such owners. Customer will not assign, copy, transfer or transmit the Services to any third party other than as contemplated herein, and Customer will not publish, copy, modify, distribute, publicly display, create derivative works of, de-compile, disassemble, reverse engineer, or otherwise manipulate the Software, its underlying code, or any other intellectual property of Entrata, except that Customer may make copies of any reports or Customer-owned data contained in the Software for backup purposes only. Customer may only use the Software for those Licensed Properties set forth in the Agreement. The Software may be accessed only by Customer’s employees or other authorized personnel working for or on behalf of Customer at Customer’s location. Customer is solely responsible for procuring and maintaining any computer hardware necessary to remotely access, use, and store data within the Software.

2.4 Indemnification. In addition to the indemnification obligations found in the underlying Agreement, Customer will indemnify, defend and hold harmless Entrata, its owners, officers, employees, and agents, from and against any and all third party claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) Customer’s actions or omissions with regard to the Services; and (ii) arising from or related to Customer’s violation of applicable laws or regulations.

3. RESPONSIBILITIES OF ENTRATA

3.1 Access. Entrata shall provide Customer with access to the Insights Software through Entrata for the number of Properties and at the rates set forth in Customer’s SOW or Sales Order.

3.2 Safeguard of Data. Entrata agrees that all data and information obtained from Customer shall be Customer's property and shall be safeguarded under commercially reasonable, good faith methods; however, Entrata may use such Customer information to provide comparable data analysis in furthering the functionality of the Insights Software and Service.

3.3 Product Delivery. Entrata will deliver the Insights Software to Customer over the Internet.

3.5 Training and Customer Support. Entrata representatives will use commercially reasonable efforts to train and provide support to Customer regarding the use of the Software. This support may include customer support and/or software updates, upgrades, enhancements, or modifications to the Insights Software.

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1. DEFINITIONS

1.1 “Convergent Billing” means a monthly billing method for invoicing Residents for costs which, depending on applicable law, may include, without limitation, rent, gas, electricity, water, wastewater, and trash. Subject to the foregoing, Customer’s billing method for its Residents will be listed on the Consultation Summary (defined in section 3.2 below).

1.2 “Custom Development” means any development work that is outside of Entrata’s standard.

1.3 “Estimated Bill” means an invoice issued to a Resident, based upon the Resident’s estimated usage, resulting from an inaccurate submeter read or Customer’s failure to provide the most current Utility Bill.

1.4 “Resident” means the lessee of record or current or past occupant of each apartment unit at the Property.

1.5 “Services” means those bill processing, Utility Bill auditing, meter reading, and utility bill-back and related services, as applicable, provided by Entrata, as more fully described below, including such services as may be provided by and through the Software.

1.6 “Utility Bill” means an invoice from a Utility Provider which, depending on the jurisdiction, contains the usage amount and the amount due to the Utility Provider.

1.7 “Utility Provider” means an organization, either public or private, that provides essential services to the general public (such as gas, electric, water, telephone, and sewage), and is regulated by state, county and/or city public utility commissions.

2. PROVISION OF SERVICES

2.1 Overview of Utility Expense Management. Entrata will receive and process Utility Bills and perform bill audit Services for the Licensed Properties. Upon receipt of Utility Bills (invoices may be received in paper or electronic format), the Product will scan, key enter, and validate Utility Bills to ensure accuracy and any discrepancies thereof. The Product may help identify possible usage and financial exceptions and apply system tests to find and confirm Utility Provider billing errors. In cases where Entrata discovers and confirms that an error exists, Entrata will inform Customer of such discrepancies, and work with Utility Provider(s) to resolve all identified discrepancies and obtain on behalf of Customer a refund or credit, as applicable.

2.2 Access and Pricing. Entrata will provide Customer with access to the Product over the Internet through the Administrative System, for the Properties licensed hereunder. Utility Bills that contain more than one account (“Summary Bills”) will be charged as individual bills for each account or meter.

2.3 Entrata Accounting. Customer acknowledges and agrees that the Product is only available to customers using Entrata Accounting. As such, once Utility Bill(s) have been audited using the Product, Utility Bill(s) will be exported to Customer’s Entrata accounts payable, and any settings thereof will be followed.

2.4 Implementation. Implementation will consist of obtaining Customer’s historical Utility. Based upon the received Utility Bills, Entrata will formulate an initial list of accounts that will be audited by the Software (“Master Account List”). Once the Master Account List has been reviewed and approved by Customer, Entrata will audit and perform the Services described herein for the accounts contained in the Master Account List on a monthly basis. It is Customer’s sole responsibility to ensure that all Utility Invoices and any accounts therein are provided to Entrata under the Master Account List. Entrata will not be liable for any damages or costs of any nature whatsoever arising from accounts not being included in the Master Account List.

2.5 Vacant Cost Recovery. If elected by Customer and included on the Sales Order below, Entrata may also provide Vacant Cost Recovery Services. Once a new Resident occupies Customer’s formerly vacant unit, Entrata will allocate applicable utility costs to the new Resident. Entrata will reconcile the move-in date of the new Resident with a list of those units billed in Customer's name. If Entrata finds periods of time where a Resident was in occupancy, but the Utility Bill was left in Customer's name, Entrata will calculate a per day rate for such period and invoice the new Resident. The new Resident will then be required to pay Customer for this service. The bill amount will be set by Customer and outlined on the Consultation Summary, given that all fees are compliant with applicable laws and regulations.

2.6 Overview of ResidentUtility Billing Service. Entrata will collect utility expense information from the Utility Bills it receives from Customer or directly from Utility Providers. Entrata will use the information collected from Utility Bills to determine Resident charges by applying (depending on the Property’s jurisdiction and any applicable law or regulation) one or more of the following formulas: Direct-Metered, Sub-Metered, flat fee, or RUBS billing. Once charges are approved by Customer, Residents will be notified using the Convergent Billing service.

2.7 Ratio Utility Billing System (“RUBS”) Billing. When utilized, Entrata will calculate all Resident bills using a mathematical formula to derive utility and other types of charges. The exact RUBS formula to be utilized will be directed by Customer during the implementation process, subject to Entrata’s agreement that such formula is not prohibited by laws or regulations.

2.8 Direct-Metered Allocation. In instances where Residents are responsible for a utility that is direct metered by the Utility Provider and the Utility Provider bills the Customer for the expense, Entrata will allocate the expense according to the unit listed in the service address of the Utility Invoice.

2.9 Usage Factor for Student Housing. If requested by Customer for student housing, Entrata will develop a formula to allocate expense in a “per bed” leasing situation. The formula is referred to as a “usage factor” for each Resident. The formula is calculated as a percentage of days spent occupying the unit in comparison to the sum days occupied by all roommates. This percentage is applied to the per-unit cost calculated using one of the above calculation methods (Direct-Metered, Sub-Metered, flat fee, or RUBS). For student housing, Customer understands that the ability to mail invoices to its Residents may be limited; therefore, by default, Entrata will email invoices to the email addresses provided by Customer. Customer is solely responsible for ensuring the accuracy of the email addresses provided and assumes any liabilities arising from such emailed invoices to Residents.

2.10 Sub-meters / Energy Allocation Devices. Entrata may conduct reads of each submeter or energy allocation device each month at a frequency required for appropriate delivery of the Services. Customer will bear any and all expenses to maintain submeters and other energy allocation devices and related systems located at Customer’s Property in good working order, condition and repair. If Entrata is unable to read submeters or energy allocation devices, Entrata may provide Residents an Estimated Bill pursuant to Section 5.4 below. Customer must promptly repair such faulty equipment. If Entrata has exhausted its legally allowed number of Estimated Bills, Entrata reserves the right to discontinue Services until such equipment is fixed.

2.11 Subsidized Utility Billing. Should Customer choose to subsidize its Residents’ Utility Bills, such that Residents are obligated to pay for utility charges only to the extent such charges exceed a set subsidy amount, Entrata shall have the right to charge the Subsidized Convergent Billing Fee, as specified in the Sales Order, for any unsent Resident invoice Entrata would have sent had such subsidy not existed. For clarification and the avoidance of doubt, and by way of example, if Property A offers each Resident a $30 per month utility subsidy, and Entrata calculates that the Resident of Unit 2 should be billed $28 for his share of Utility Bills in any given month, then Entrata will not send a Resident invoice for that month; however, Entrata will charge Customer the Subsidized Convergent Billing fee for the unsent Resident invoice.

2.12 Resident Invoice Message. Customer may display a message of its choosing on each Resident invoice via the Resident Invoice Message feature of the Product. If the Property does not select an invoice message prior to the billing date, Entrata reserves the right to display a default message of its choosing, the contents of which will be at Entrata’s sole discretion.

2.13 Move-In Fee. Entrata will charge a move-in fee for each new Resident that moves in during the Term (“Move-In Fee”).  The first month of billing will include Move-In Fees for all Residents that have moved in in the sixty (60) days prior to such billing date.

2.14 Implementation. In order to implement the ResidentUtility Services described above, Entrata will coordinate with Customer on an implementation schedule and to collect necessary information. Customer must participate in a consultation session with a ResidentUtility representative, provide all required information, and fill out and sign a summary document (“Consultation Summary”) outlining the implementation details, including the charges and amounts Customer will bill its Residents. The Consultation Summary will be made part of the Agreement and must be agreed to and signed by Customer.

2.15 Overview of Energy Star Benchmarking. Entrata will use commercially reasonable efforts to accurately and timely collect any relevant Utility Bill information and upload such information to the United States Environmental Protection Agency’s Energy Star Portfolio Manager (“Energy Star”). Customer hereby acknowledges and agrees that Entrata shall have all rights necessary for the transfer of such information to Energy Star. The parties agree that Entrata shall have no liability for any loss or damages arising out of or related to the Services provided pursuant to this Section, including but not limited to any loss of data, delay in connecting any upload of information to an Energy Star account, or any other loss that is not due to Entrata’s gross negligence or willful misconduct.

3. PAYMENTS

3.1 Fees. Fees for the Utility Expense Management and ResidentUtility Services are outlined in the Sales Order and, unless otherwise specified in the Sales Order, shall be invoiced and due in accordance with the terms of the Agreement. Where applicable and allowed by law, Convergent Billing statements will be sent via an electronic mail which shall include; rent, rentable items, gas, electric water, wastewater and trash. Convergent Billing Fees listed in the Sales Order includes email invoices to Customer’s Residents. Any paper Convergent Billing statements requested will be sent via USPS first-class mail and charged an additional fee of per statement as outlined in the Sales Order.

3.2 Additional Implementation Fee(s). Entrata reserves the right to charge additional implementation Fee(s) if Customer does not fulfill its obligations to implement the Services within ninety (90) days from the Effective Date of the Sales Order; said Fee will be equal to the Convergent Billing Fee listed on the Sales Order, multiplied by a number equal to fifty percent (50%) of the total unit count of Customer’s Licensed Properties. Customer acknowledges that the implementation of the Services requires Customer’s full cooperation; Customer’s lack of cooperation may result in errors, thereby causing billing delays and necessitating re-implementation of the Services. In the event any of Customer’s Properties require re-implementation due to Customer’s, or the Property’s, unresponsiveness or lack of cooperation, Entrata, in its sole discretion reserves the right to assess an hourly fee of $50 per hour for the amount of work required to re-implement the Services. In the event Customer’s Licensed Properties contain fewer than 30 units per Property, Entrata reserves the right to assess a fee determined by Entrata, but no less than $100 per Property.

3.3 Custom Development. If Custom Development work is requested by Customer in connection with the Services provided, such Custom Development must be agreed upon in writing via an additional Statement of Work. Such Custom Development will be billed to Customer at the rate specified on in the Statement of Work.

3.4 Discount for Entrata Core Services or Bundled Discount. Customer may receive a discount on other Entrata Services, such as Entrata Core support Fees, as consideration for implementing and using the ResidentUtility, Utility Expense Management and/or Energy Star Benchmarking Services. Any discount extended to Customer for other Services may be terminated and discontinued if (a) Customer has not used commercially reasonable efforts to implement the Services within sixty (60) days from (i) the Effective Date of the Sales Order or (ii) the implementation of previously or concurrently contracted Entrata management suite Services (e.g. Entrata Core), whichever is later; or (b) Customer has implemented Services but has failed to incur regular monthly Fees for the use of such Services. Entrata reserves the right to discontinue any discount extended to Customer at Entrata’s sole discretion, upon notice to Customer.

4. CUSTOMER’S RESPONSIBILITIES

4.1 Necessary Information. Customer must timely provide all Utility Bill(s) and other information necessary to implement and operate the Services and to achieve Customer’s target payment and billing dates. If Entrata does not directly receive Utility Bills from Utility Providers, Customer must forward copies of all Utility Bills promptly upon receipt or provide assistance to Entrata as required to obtain missing Utility Bills in a timeframe that allows Entrata to prepare pre-billing reports for approval, and Resident invoices prior to the target billing date for each billing period.

4.2 Delayed Billing. Utility Bills must be received by Entrata within 5 days prior to the target billing date for each billing period. If, for any reason, Utility Bill delivery to Entrata is delayed, Customer recognizes that such delay may result in the delayed delivery of Resident invoices and/or payment of such Utility Bills. Entrata assumes no liability for delays caused by the untimely receipt of Utility Bills, or for any late fees, penalties, or charges incurred as a result of such delays. In the event Entrata does not receive a Utility Bill for any billing period, Entrata reserves the right, but is not required, to issue Estimated Bills pursuant to Section 5.4 below.

4.3 Legal Compliance. Customer must ensure that its Residents have signed and understand the necessary lease or lease addenda language that authorizes Entrata to provide the ResidentUtility Billing Services and bill Residents. It is Customer’s sole responsibility to comply with applicable state, federal, and municipal laws and regulations related to the Services set forth herein, including but not limited to, monthly billing fees, move-in/move-out fees, vacant cost recovery fees, and any required registration with regulating bodies. Customer shall indemnify, defend, and hold harmless Entrata and each Entrata Indemnitee from and against any and all Losses incurred by an Entrata Indemnitee as a result of a claim, suit, action or proceeding brought by a third party to the extent related to any failure of Customer to meet its obligations in this section.

4.4 Email Resident Invoices. Customer will use good faith efforts to obtain and update, in Customer’s management software, all Resident information necessary to bill Residents, which includes correcting email addresses for each Resident for the purpose of electronically delivering Resident invoices. Customer is solely responsible for ensuring the accuracy of the email addresses provided and assumes any liabilities arising from such emailed invoices to Residents.

5. ENTRATA’S RESPONSIBILITIES

5.1 Services. Entrata will make commercially reasonable efforts to provide the Services on a timely basis, conditioned upon Customer’s fulfillment of its obligations hereunder. If requested by Customer, Entrata will assist Customer and work with Utility Providers in order to update Customer’s billing address to Entrata’s USPS lockbox. Customer acknowledges that the change of address to Entrata’s USPS lockbox may take time to update and errors processing such requests may occur, as such, Entrata will not be responsible for any payment of late fees, penalties, interest, or charges incurred as a result of delayed invoices from Utility Providers. Accounts will be processed and audited by the agreed-upon dates or as soon as possible after receipt of Utility Bills from Customer or Utility Providers directly. Resident invoices will be issued and delivered by the agreed-upon target billing dates, or as soon as possible after receipt of Utility Bills from Customer or Utility Providers.

5.2 Training. Upon request, and in Entrata’s sole discretion, Entrata will provide online and telephonic training of Customer-selected management personnel. Training will take place before the billing program commences and may be provided for new personnel as requested by Customer. Training will include implementation strategies, program requirements, common Resident questions and information on further program support. Entrata may also provide monthly billing and performance reports through the Administrative System.

5.3 Customer Support Warranty. Entrata warrants that it will perform Customer Support provided hereunder in a professional and workmanlike manner. Customer agrees that the sole remedy for a breach of this warranty is for Entrata to undertake reasonable efforts to re-perform the specific Customer Support Services that fail to comply with the foregoing warranty.

5.4 Estimated Bills. Entrata reserves the right, but will not be required, to issue Estimated Bills where allowed by applicable law. In the event Customer has failed to meet its obligations pertaining to the provision of Utility Bills or the maintenance of submeters or other energy allocation devices, and for other reasons reasonably deemed necessary by Entrata, Estimated Bills may be issued in compliance with the laws and regulations of the jurisdiction where Customer’s Property is located. When the number of legally permitted Estimated Bills has been exhausted, Entrata may, at its sole discretion, discontinue the Services to Customer. If Entrata issues Estimated Bills, Customer agrees to pay Entrata the regular billing fees, in accordance with the Sales Order, as though resident invoices had been generated. Entrata agrees to make any necessary adjustments to Resident invoices during the next billing cycle if a more current Utility Bill is received, or accurate readings become possible with repaired submeters or energy allocation devices, and if allowed by law in Customer’s jurisdiction.

6. TERM AND TERMINATION

6.1 Termination if Unprofitable. If in Entrata’s sole discretion, the ResidentUtility and Utility Expense Management are deemed to be unprofitable, Entrata may terminate such Services by providing Customer 45 days’ notice of such termination.

6.2 Liquidated Damages. In the event the ResidentUtility and Utility Expense Management Services are terminated prior to their expiration for any reason other than Entrata’s uncured breach or insolvency, Customer hereby agrees to pay liquidated damages in an amount equal to: (a) in the event of termination within the first 12 months of the Initial Term, 24 times the highest monthly Fees charged within the six billing periods immediately preceding such termination; (b) in the event of termination between months 13 and 24 of the Term, 12 times the highest monthly Fees charged within the six billing periods immediately preceding such termination; or (c) in the event of termination between months 25 and 35 of the Term, three times the highest monthly Fees charged within the six billing periods immediately preceding such termination. In the event a concession, discount, or waiver was provided for sub-metering system equipment as consideration for these Services, such concession, discount or waiver will be forfeited and difference between the full purchase price and the price charged for the sub-metering system, as stated on the bid, will become immediately due. Customer specifically acknowledges that the foregoing liquidated damages are not a penalty but agreed liquidated damages that are not disproportionate to the presumed damage caused by the failure to which such fixed damages relate, as actual damages may be difficult or impossible to assess.

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The following Services are provided by Entrata’s Affiliate, ResidentVerify, a Utah limited liability company located at 4205 Chapel Ridge Road, Suite 200, Lehi, Utah 84043 (hereinafter “ResidentVerify”).

1. DEFINITIONS

1.1 “Adverse Action” means any action that is adverse to the interests of a consumer. 15 USC § 1681a(k).

1.2 “Consumer Report” means any written, oral, or other communication of any information by a Consumer Reporting Agency bearing on a consumer’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living which is used or expected to be used or collected in whole or in part for purposes of residential screening and in accordance with the written instructions of the consumer to whom it relates.

1.3 “Consumer Reporting Agency” means, pursuant to 15 U.S.C. § 1681 et seq., the federal Fair Credit Reporting Act (the “FCRA”), any person which, for monetary fees, dues, or on a cooperative nonprofit basis, regularly engages in whole or in part in the practice of assembling or evaluating consumer credit information or other information on consumers for the purpose of furnishing Consumer Reports to third parties, and which uses any means or facility of interstate commerce for the purpose of preparing or furnishing Consumer Reports.

1.4 “Potential Lessee” means any individual seeking to lease real property from Customer and for which Customer is requesting a Consumer Report through the Services.

1.5 “Services” or “Software” means the residential property tenant screening services described in section 3 below, as well as the ResidentVerify web-interface, procedures, protocols and Software to be provided by ResidentVerify to Customer to enable the processing of screening requests.

2. LEGAL COMPLIANCE

2.1 Customer is solely responsible for complying with all applicable state and federal laws and regulations related to: (a) Customer’s use of the Consumer Reports including any Adverse Action obligations under any state or federal FCRA, (b) authorization to request Consumer Reports on behalf of a Potential Lessee; and, (c) Potential Lessees rights and obligations with respect to the Consumer Reports once generated. Customer hereby acknowledges receipt of the Notice to Users created by the Federal Trade Commission relating to requesting and using Consumer Reports.

2.2 Upon request, ResidentVerify may provide to Customer samples of certifications, consumer authorizations, and summaries of rights under the FCRA, in order to help Customer, meet its obligations under the FCRA and other applicable laws. Customer may also be provided with National Consumer Reporting Association End-User training, tests and study material at no charge to assist customer in understanding its legal obligations.

2.3 Customer agrees that it will comply with the federal FCRA, and the other Laws and Regulations related to the proper confidentiality, retention, and destruction of all Consumer Reports. At minimum, Customer will maintain documentation demonstrating compliance with such Laws and Regulations for a period of six years or during the entire term of the Potential Lessee’s tenancy, whichever is longer. Customer shall cause all reports of which it has no further need to be shredded, burned or otherwise disposed of as required by Federal Trade Commission regulations or other applicable laws.

2.4 Customer will promptly execute and return to ResidentVerify all documentation required to permit release of information or to ensure compliance with the applicable laws, regulations and audits. Failure to return such documentation will result in Customer being blocked from receiving information related to the documentation and, if expedient, all Services may be terminated without additional notice.

2.5 The federal FCRA prohibits obtaining information from a Consumer Reporting Agency for an impermissible purpose. Those involved in such improper requesting may be subject to criminal penalties of imprisonment up to one year and/or a fine of $5000 for each offense (15 U.S.C. § 1681q). If Customer or any of its Users misrepresent to ResidentVerify the reason for a report or requests/uses a report for an impermissible purpose, ResidentVerify may terminate Service without notice in addition to other remedies available to ResidentVerify. Customer’s misuse or improper request for information may have a direct impact on ResidentVerify and may cause it to be unable to obtain information for its other clients, resulting in substantial damages for which Customer would be liable.

3. SERVICES

ResidentVerify will, upon a request made by a Customer through the Software, provide Customer with the Services during the Term. ResidentVerify will use reasonable efforts to assemble and evaluate consumer credit information or other information on consumers for the purpose of furnishing Consumer Reports to Customer under the FCRA, for each Potential Lessee as requested by Customer. Customer understands and agrees that it is solely responsible for selecting the type and scope of information requested on an applicant. Customer also understands and acknowledges the criminal record search criteria and Fee structure for manual criminal searches as set forth at https://entrata.com/leasing/resident-verify/terms-and-conditions. Furthermore, in some states there is limited or no instant criminal data available. Customer is able to obtain the most updated list of these states from the ResidentVerify Sales Professional. In those cases, ResidentVerify recommends adding a manual criminal search in addition to the instant search.

4. REPRESENTATIONS AND RESPONSIBILITIES OF CUSTOMER

4.1 Use of Reports. Customer hereby certifies that reports will only be obtained for its own use in connection with determining whether to lease real property to a Potential Lessee and that it is the end user of the reports. Customer will not further distribute, sell, give, license, trade, or otherwise disseminate such Consumer Reports or information contained therein with any third party. Customer certifies that the sole use of the reports is residential screening for a transaction initiated by the Potential Lessee. If Customer or any of its Users misrepresent the reason for obtaining a Consumer Report or request or use a report for an impermissible purpose, ResidentVerify may, in addition to other remedies available to ResidentVerify, immediately terminate Services without notice.

4.2 Security. Customer hereby certifies that it shall implement and maintain a comprehensive information security program written in one or more readily accessible parts and that contains administrative, technical, and physical safeguards that are appropriate to Customer’s size and complexity, the nature and scope of its activities, and the sensitivity of the information provided to Customer by ResidentVerify; and that such safeguards shall include the elements set forth in 16 C.F.R. § 314.4 and shall be reasonably designed to: (a) ensure the security and confidentiality of the information provided by ResidentVerify, (b) protect against any anticipated threats or hazards to the security or integrity of such information, and (c) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any consumer.

4.3 Death Master File. Customer acknowledges that many services containing Experian information also contain information from the Death Master File, as issued by the Social Security Administration (“DMF”). Customer certifies pursuant to Section 203 of the Bipartisan Budget Act of 2013 and 15 C.F.R. § 1110.102 that, consistent with its applicable FCRA or GLB use of Experian information, Customer’s use of deceased flags or other indicia within the Experian information is restricted to legitimate fraud prevention or business purposes (as such business purposes are interpreted under 15 C.F.R. § 1110.102(a)(1)) in compliance with applicable laws, rules and regulations, or fiduciary duties. Customer further certifies that it will not take any adverse action against any consumer without further investigation to verify the information from the deceased flags or other indicia within the Experian information.

4.4 Requesting Reports. In the process of requesting a report for residential screening purposes, Customer agrees to: (a) disclose to the Potential Lessee that a Consumer Report will be obtained; (b) provide to the Potential Lessee a summary of the individual’s rights under the federal and any applicable state FCRA; and (c) not utilize any information in violation of any laws or regulations.

4.5 Adverse Action. After taking Adverse Action, as such term is defined by the federal FCRA, based on information contained in a Consumer Report, (such as rejecting an application of a Potential Lessee, increasing rental rates, requiring a Guarantor etc. against the Potential Lessee who is the subject of a report, based in whole or in part upon information contained in the report or Services furnished by ResidentVerify), Customer certifies that it shall, along with any other required obligations: (a) provide notice of such action to the Potential Lessee; (b) provide to the Potential Lessee, the name, address, and telephone number of the Consumer Reporting Agency that produced the Consumer Report; (c) inform the Potential Lessee that s/he is entitled to a free copy of the report and a right to dispute the record through the Consumer Reporting Agency that produced the Consumer Report, (d) communicate to the Potential Lessee that the Consumer Reporting Agency is unable to provide the Potential Lessee with the specific reasons why the adverse action was taken by Customer; and (e) provide a copy of the Potential Lessee’s rights under the FCRA.

4.6 Credit Reports. Customer represents that, upon ordering credit reports, it has policies and procedures in place to investigate any discrepancy in a Potential Lessee’s address when notified by the credit bureau that the Potential Lessee’s address, as submitted by Customer, substantially varies from the address the credit bureau has on file for that Potential Lessee. Further, if Customer grants tenancy to the Potential Lessee and, in the ordinary course of business Customer furnishes information to the credit bureau from which the report came, Customer will advise the credit bureau of the address it has verified as accurate if that address is different from the one provided by the credit bureau.

4.7 Regulations. Customer will become familiar and comply with laws related to furnishing and using information provided hereunder. Customer’s failure to comply with then-current laws may result in a breach of the Agreement, termination of the Service, civil and/or criminal liability. ResidentVerify has no obligation to advise Customer of its legal obligations and no documents or forms provided shall be considered legal advice or representation. Customer hereby acknowledges its receipt of the Notice to Users created by the Federal Trade Commission. Furthermore, Customer agrees to comply with, adhere to and implement the “Access Security Requirements for FCRA and GLB 5A Data” document, which is attached hereto as Exhibit A to these ResidentVerify terms and incorporated by reference herein.

4.8 Legal Advice. ResidentVerify does not and cannot provide Customer with legal advice through the Services. Customer is responsible for retaining counsel to advise it regarding: (a) the proper use of Consumer Reports, (b) compliance with the federal FCRA, (c) other applicable federal, state, and local laws or regulations, and (d) the development of an appropriate screening program for Customer’s use of Consumer Reports or the Service.

4.9 Audits. In order to determine the appropriateness of any request(s) for information or Consumer Reports by Customer, Customer will, upon reasonable notice, provide ResidentVerify with access to Customer’s records and employees sufficient to allow ResidentVerify to audit all requests for Consumer Reports in accordance with ResidentVerify’s obligations under the FCRA.

4.10 Release of Resident Information. Customer acknowledges that ResidentVerify may acquire resident’s Personal Information which may be used by ResidentVerify in accordance with the Fair Credit Reporting Act (FCRA - 15 U.S.C. § 1681). Customer agrees to notify ResidentVerify if their privacy polices restrict ResidentVerify from gathering Personal Information from Customer’s residents.

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1. CRIMINAL CATEGORIZATION

ResidentVerify’s Criminal Categorization feature serves as an additional screening tool which allows Customer to narrow its resident selection criteria, when utilizing criminal records as a determinant for housing (“CrimCat”).

2. OPTING OUT

In the event Customer elects to opt-out of implementing CrimCat to Customer’s screening components, Customer acknowledges that such opt-out reduces Customer’s compliance and adherence to the United States Department of Housing and Urban Development guidance (“HUD Guidance”) concerning blanket policies banning individuals from housing on the basis of the existence of criminal records.

3. LIMITATION OF LIABILITY

IN ADDITION TO THOSE LIMITATIONS OUTLINED IN THE AGREEMENT, IN NO EVENT WILL RESIDENTVERIFY, NOR ITS PARENT COMPANY, AFFILIATES, OR RELATED ENTITIES, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, STOCKHOLDERS, OR AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING FROM CUSTOMER’S CHOICE NOT TO USE CRIMCAT OR FOLLOW THE HUD GUIDANCE. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR THE CRITERIA THAT MAY OR MAY NOT DISQUALIFY A POTENTIAL LESSEE FROM CONSIDERATION FOR HOUSING AT CUSTOMER’S PROPERTIES, AND CUSTOMER’S DECISION OF OPTING OUT OF IMPLEMENTING CRIMCAT AS PART OF CUSTOMER’S SCRENING CRITERIA.

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1. DEFINITIONS

1.1 “Account Data” means the data and information collected by Finicity, through the granting of access by Consumers to such data and information by use of Consumer Credentials. Account Data may include, but is not limited to, medical information (such as payment information related to the rendering of medical or healthcare services) and employment information (such as deposit information from an employer), for the purpose of creating Verification Report(s), and any derivatives or modifications thereof. To the extent any Account Data (and all derivatives thereof, including the Verification Reports, as applicable) is shared with, or accessible to, ResidentVerify or Customer, the same shall constitute Confidential Information and shall be treated as such in accordance with the terms of the Agreement.

1.2 “Consumer” means any applicant or resident of a property managed or owned by Customer and licensed to use the Income Verification Services Product identified in this section, which applicant or resident provides access to Account Data to Finicity for the purpose of creating Verification Reports.

1.3 “Consumer Credentials” means a Consumer’s login credentials (including username and password) or other information required for online access to the Provider Services containing Account Data that Finicity will use (with the Consumer’s consent and at the Consumer’s direction) to create Verification Reports for delivery to Customer.

1.4 “Finicity” means Finicity Corporation, the originating Consumer Reporting Agency with regard to the Income Verification Services Product, and the entity responsible for collecting Account Data and providing Verification Reports under this section.

1.5 “Provider” means a Consumer’s bank, credit union, payroll administrator, or other third-party provider of financial or other services, that maintains the Account Data of such Consumer.

1.6 “Provider Services” means the online services of a Provider, such as online banking, online investment account management, online bill pay services, online trading account services, and other similar services for which Account Data is maintained and may be used by Finicity to create Verification Reports.

1.7 “User Interface” means the interface, provided by Finicity, through which Consumers may grant access to their Account Data to Finicity for the purpose of creating Verification Reports.

1.8 “Verification Report” means a Consumer Report (as defined above), provided by ResidentVerify, based upon the Account Data provided by a Consumer to Finicity, that identifies such Consumer’s income streams, deposit frequency, and account ownership status, and estimates such Consumer’s annual income.

2. SCOPE OF INCOME VERIFICATION SERVICES

The Income Verification Services Product allows Customer to request and receive verification of income reports with regard to applicants and residents at Customer’s managed and/or owned Properties, in addition to the other Consumer Reports provided by ResidentVerify. The Income Verification Services contracted are provided to Customer pursuant to a reseller services agreement between ResidentVerify and Experian Data Corp (“Experian”), in partnership with Finicity Corporation (defined below). ResidentVerify will, upon the request of Customer therefor, assemble and provide Verification Reports regarding individual Consumers, based upon the information received by ResidentVerify from Experian (via Finicity).

3. CUSTOMER ACKNOWLEDGMENTS

Customer acknowledges and agrees that its receipt of a Verification Report (including any Account Data contained therein) is dependent upon:

1. Finicity’s ability to collect Consumer Credentials through the User Interface;
2. The Consumer’s provision of and express consent, through the User Interface, for Finicity to: (i) collect and use the Consumer Credentials to obtain Account Data; and (ii) retain and use the Consumer Credentials, either on a one-time basis, or more frequently as may be necessary for Finicity to comply with its obligations under applicable law. Customer acknowledges that Finicity must be able to use the Consumer Credentials to access the Provider Services in order to collect and aggregate the Account Data to: (x) deliver the Account Data to ResidentVerify (and thereby to Customer), and to other third parties to create the applicable Verification Reports, and deliver the same to ResidentVerify (and thereby to Customer), and to other third parties, and (y) deliver the Account Data to Experian for use in accordance with all applicable laws, rules and regulations; and
3. Finicity’s ability to access the Provider Services, one or more times, as contemplated above in section 3.1(b), for the purpose of collecting and providing the Account Data, and to create and deliver each Verification Report.

3.2 Customer agrees that ResidentVerify, Experian, and Finicity are not responsible to provide any Verification Report for any Consumer that does not provide his or her consent, Consumer Credentials, or required Consumer-uploaded documentation, as applicable. Additionally, ResidentVerify, Experian, and Finicity are not responsible to include data in a Verification Report from a Provider that does not permit Finicity access to the Provider Services in order for Finicity to access, collect, and use the Account Data as contemplated herein.

4. DISCLAIMERS; RELEASE OF LIABILITY

Verification Reports are Consumer Reports, as defined above. ResidentVerify does not collect, receive, store, or otherwise use or have access to Consumer Credentials or Account Data (except to the extent Account Data is contained in Verification Reports provided by Experian and Finicity); Consumer Credentials are provided by Consumers directly to Finicity, through the User Interface, for Finicity’s collection and use of the same, and only Finicity is responsible for such collection and use in connection with this Product, pursuant to the terms of use between Finicity and Consumers. ResidentVerify makes no warranty as to the security or likely results of the use of the User Interface by Customer or its Consumers. Customer hereby releases ResidentVerify from any and all liability related to or resulting from Customer’s reliance on information contained in Verification Reports, and from any disclosure or misuse of Consumer Credentials or Account Data by Finicity or Experian.

The following information security controls are required to reduce unauthorized access to consumer information. It is the responsibility of the company provided access to Experian systems or data (referred to as the “Company”) to implement these controls. If Company does not understand these requirements or need assistance, it is Company’s responsibility to get an outside service provider to assist Company. Experian reserves the right to make changes to these Access Security Requirements without prior notification. The information provided herewith provides minimum baselines for information security.

In accessing Experian’s services, Company agrees to follow these security requirements. These requirements are applicable to all systems and devices used to access, transmit, process, or store Experian data:

1. Implement Strong Access Control Measures

1.1 All credentials such as Subscriber Code number, Subscriber Code passwords, User names/identifiers (user IDs) and user passwords must be kept confidential and must not be disclosed to an unauthorized party. No one from Experian will ever contact Company and request credentials.

1.2 If using third party or proprietary system to access Experian’s systems, ensure that the access must be preceded by authenticating users to the application and/or system (e.g., application-based authentication, Active Directory, etc.) utilized for accessing Experian data/systems.

1.3 If the third party or third-party software or proprietary system or software, used to access Experian data/systems, is replaced or no longer in use, the passwords should be changed immediately.

1.4 Create a unique user ID for each user to enable individual authentication and accountability for access to Experian’s infrastructure. Each user of the system access software must also have a unique logon password.

1.5 User IDs and passwords shall only be assigned to authorized individuals based on least privilege necessary to perform job responsibilities.

1.6 User IDs and passwords must not be shared, posted, or otherwise divulged in any manner.

1.7 Develop strong passwords that are: 1. Not easily guessable (i.e., an individual’s name or Company’s name, repeating numbers and letters or consecutive numbers and letters) 2. Contain a minimum of eight (8) alphabetic and numeric characters for standard user accounts 3. For interactive sessions (i.e., non-system-to-system) ensure that passwords/passwords are changed periodically (every 90 days is recommended)

1.8 Passwords (e.g., subscriber code passwords, user password) must be changed immediately when: 1. Any system access software is replaced by another system access software or is no longer used 2. The hardware on which the software resides is upgraded, changed or disposed 3. Any suspicion of password being disclosed to an unauthorized party (see section 4.3 for reporting requirements)

1.9 Ensure that passwords are not transmitted, displayed or stored in clear text; protect all end user (e.g., internal and external) passwords using, for example, encryption or a cryptographic hashing algorithm also known as “one-way” encryption. When using encryption, ensure that strong encryption algorithm are utilized (e.g., AES 256 or above).

1.10 Implement password protected screensavers with a maximum fifteen (15) minute timeout to protect unattended workstations. Systems should be manually locked before being left unattended.

1.11 Active logins to credit information systems must be configured with a 30-minute inactive session timeout.

1.12 Ensure that personnel who are authorized access to credit information have a business need to access such information and understand these requirements to access such information are only for the permissible purposes listed in the Permissible Purpose Information section of the membership application.

1.13 Company must NOT install Peer-to-Peer file sharing software on systems used to access, transmit or store Experian data.

1.14 Ensure that Company employees do not access their own credit reports or those reports of any family member(s) or friend(s) unless it is in connection with a credit transaction or for another permissible purpose.

1.15 Implement a process to terminate access rights immediately for users who access Experian credit information when those users are terminated or when they have a change in their job tasks and no longer require access to that credit information.

1.16 Implement a process to perform periodic user account reviews to validate whether access is needed as well as the privileges assigned.

1.17 Implement a process to periodically review user activities and account usage, ensure the user activities are consistent with the individual job responsibility, business need, and in line with contractual obligations.

1.18 Implement physical security controls to prevent unauthorized entry to Company’s facility and access to systems used to obtain credit information. Ensure that access is controlled with badge readers, other systems, or devices including authorized lock and key.

2. Maintain a Vulnerability Management Program

2.1 Keep operating system(s), firewalls, routers, servers, personal computers (laptops and desktops) and all other systems current with appropriate system patches and updates.

2.2 Configure infrastructure such as firewalls, routers, servers, tablets, smart phones, personal computers (laptops and desktops), and similar components to industry best security practices, including disabling unnecessary services or features, and removing or changing default passwords, IDs and sample files/programs, and enabling the most secure configuration features to avoid unnecessary risks.

2.3 Implement and follow current best security practices for computer virus detection scanning services and procedures:

1. Use, implement and maintain a current, commercially available anti-virus software on all systems, if applicable anti-virus technology exists. Anti-virus software deployed must be capable to detect, remove, and protect against all known types of malicious software such as viruses, worms, spyware, adware, Trojans, and root-kits.
2. Ensure that all anti-virus software is current, actively running, and generating audit logs; ensure that anti-virus software is enabled for automatic updates and performs scans on a regular basis.
3. If Company suspects an actual or potential virus infecting a system, immediately cease accessing the system and do not resume the inquiry process until the virus has been eliminated.

3. Protect Data

3.1 Develop and follow procedures to ensure that data is protected throughout its entire information lifecycle (from creation, transformation, use, storage and secure destruction) regardless of the media used to store the data (i.e., tape, disk, paper, etc.).

3.2 Experian data is classified Confidential and must be secured to in accordance with the requirements mentioned in this document at a minimum.

3.3 Procedures for transmission, disclosure, storage, destruction and any other information modalities or media should address all aspects of the lifecycle of the information.

3.4 Encrypt all Experian data and information when stored electronically on any system including but not limited to laptops, tablets, personal computers, servers, databases using strong encryption such AES 256 or above.

3.5 Experian data must not be stored locally on smart tablets and smart phones such as iPads, iPhones, Android based devices, etc.

3.6 When using smart tablets or smart phones to access Experian data, ensure that such devices are protected via device passcode.

3.7 Applications utilized to access Experian data via smart tablets or smart phones must protect data while in transmission such as SSL protection and/or use of VPN, etc.

3.8 Only open email attachments and links from trusted sources and after verifying legitimacy.

3.9 When no longer in use, ensure that hard-copy materials containing Experian data are crosscut shredded, incinerated, or pulped such that there is reasonable assurance the hard-copy materials cannot be reconstructed.

3.10 When no longer in use, electronic media containing Experian data is rendered unrecoverable via a secure wipe program in accordance with industry-accepted standards for secure deletion, or otherwise physically destroying the media (for example, degaussing).

4. Maintain an Information Security Policy

4.1 Develop and follow a security plan to protect the confidentiality and integrity of Personal Information as required under the GLB Safeguards Rule.

4.2 Suitable to complexity and size of the organization, establish and publish information security and acceptable user policies identifying user responsibilities and addressing requirements in line with this document and applicable laws and regulations.

4.3 Establish processes and procedures for responding to security violations, unusual or suspicious events and similar incidents to limit damage or unauthorized access to information assets and to permit identification and prosecution of violators. If Company believes Experian data may have been compromised, immediately notify Experian within twenty-four (24) hours or per agreed contractual notification timeline (See also Section 8).

4.4 The FACTA Disposal Rules requires that Company implement appropriate measures to dispose of any sensitive information related to consumer credit reports and records that will protect against unauthorized access or use of that information.

4.5 Implement and maintain ongoing mandatory security training and awareness sessions for all staff to underscore the importance of security in the organization.

4.6 When using third party service providers (e.g., application service providers) to access, transmit, store or process Experian data, ensure that service provider is compliant with Experian Independent Third-Party Assessment (EI3PA) program, and registered in Experian list of compliant service providers. If the service provider is in process of becoming compliant, it is Company responsibility to ensure the service provider is engaged with Experian and exception is granted in writing. Approved certifications in lieu of EI3PA can be found in the Glossary section.

5. Build and Maintain a Secure Network

5.1 Protect Internet connections with dedicated, industry-recognized firewalls that are configured and managed using industry best security practices.

5.2 Internal private Internet Protocol (IP) addresses must not be publicly accessible or natively routed to the Internet. Network address translation (NAT) technology should be used.

5.3 Administrative access to firewalls and servers must be performed through a secure internal wired connection only.

5.4 Any stand-alone computers that directly access the Internet must have a desktop firewall deployed that is installed and configured to block unnecessary/unused ports, services, and network traffic.

5.5 Change vendor defaults including but not limited to passwords, encryption keys, SNMP strings, and any other vendor defaults.

5.6 For wireless networks connected to or used for accessing or transmission of Experian data, ensure that networks are configured and firmware on wireless devices updated to support strong encryption (for example, IEEE 802.11i) for authentication and transmission over wireless networks.

5.7 When using service providers (e.g., software providers) to access Experian systems, access to third party tools/services must require multi-factor authentication.

6. Regularly Monitor and Test Networks

6.1 Perform regular tests on information systems (port scanning, virus scanning, internal/external vulnerability scanning). Ensure that issues identified via testing are remediated according to the issue severity (e.g., fix critical issues immediately, high severity in 15 days, etc.)

6.2 Ensure that audit trails are enabled and active for systems and applications used to access, store, process, or transmit Experian data; establish a process for linking all access to such systems and applications. Ensure that security policies and procedures are in place to review security logs on daily or weekly basis and that follow-up to exceptions is required.

6.3 Use current best practices to protect telecommunications systems and any computer system or network device(s) used to provide Services hereunder to access Experian systems and networks. These controls should be selected and implemented to reduce the risk of infiltration, hacking, access penetration or exposure to an unauthorized third party by:

1. protecting against intrusions;
2. securing the computer systems and network devices;
3. and protecting against intrusions of operating systems or software.

7. Mobile and Cloud Technology

7.1 Storing Experian data on mobile devices is prohibited. Any exceptions must be obtained from Experian in writing; additional security requirements will apply.

7.2 Mobile applications development must follow industry known secure software development standard practices such as OWASP and OWASP Mobile Security Project adhering to common controls and addressing top risks.

7.3 Mobile applications development processes must follow secure software assessment methodology which includes appropriate application security testing (for example: static, dynamic analysis, penetration testing) and ensuring vulnerabilities are remediated.

7.4 Mobility solution server/system should be hardened in accordance with industry and vendor best practices such as Center for Internet Security (CIS) benchmarks, NIS, NSA, DISA and/or other.

7.5 Mobile applications and data shall be hosted on devices through a secure container separate from any personal applications and data. See details below. Under no circumstances is Experian data to be exchanged between secured and non-secured applications on the mobile device.

7.6 In case of non-consumer access, that is, commercial/business-to-business (B2B) users accessing Experian data via mobile applications (internally developed or using a third-party application), ensure that multi-factor authentication and/or adaptive/risk-based authentication mechanisms are utilized to authenticate users to application.

7.7 When using cloud providers to access, transmit, store, or process Experian data ensure that:

1. Appropriate due diligence is conducted to maintain compliance with applicable laws and regulations and contractual obligations
2. Cloud providers must have gone through independent audits and are compliant with one or more of the following standards, or a current equivalent as approved/recognized by Experian:
   • ISO 27001
   • PCI DSS
   • EI3PA
   • SSAE 16 – SOC 2 or SOC3
   • FISMA
   • CAI / CCM assessment

8. General

8.1 Experian may from time to time audit the security mechanisms Company maintains to safeguard access to Experian information, systems and electronic communications. Audits may include examination of systems security and associated administrative practices.

8.2 In cases where the Company is accessing Experian information and systems via third party software, the Company agrees to make available to Experian upon request, audit trail information and management reports generated by the vendor software, regarding Company individual Authorized Users.

8.3 Company shall be responsible for and ensure that third party software, which accesses Experian information systems, is secure, and protects this vendor software against unauthorized modification, copy and placement on systems which have not been authorized for its use.

8.4 Company shall conduct software development (for software which accesses Experian information systems; this applies to both in-house and outsourced software development) based on the following requirements:

1. Software development must follow industry known secure software development standard practices such as OWASP adhering to common controls and addressing top risks.
2. Software development processes must follow secure software assessment methodology which includes appropriate application security testing (for example: static, dynamic analysis, penetration testing) and ensuring vulnerabilities are remediated.
3. Software solution server/system should be hardened in accordance with industry and vendor best practices such as Center for Internet Security (CIS) benchmarks, NIS, NSA, DISA and/or other.

8.5 Reasonable access to audit trail reports of systems utilized to access Experian systems shall be made available to Experian upon request, for example during breach investigation or while performing audits.

8.6 Data requests from Company to Experian must include the IP address of the device from which the request originated (i.e., the requesting client’s IP address), where applicable. Company shall report actual security violations or incidents that impact Experian to Experian within twenty-four (24) hours or per agreed contractual notification timeline. Company agrees to provide notice to Experian of any confirmed security breach that may involve data related to the contractual relationship, to the extent required under and in compliance with applicable law. Telephone notification is preferred at 800-295-4305, Email notification will be sent to [email protected]

8.7 Company acknowledges and agrees that the Company (a) has received a copy of these requirements, (b) has read and understands Company’s obligations described in the requirements, (c) will communicate the contents of the applicable requirements contained herein, and any subsequent updates hereto, to all employees that shall have access to Experian services, systems or data, and (d) will abide by the provisions of these requirements when accessing Experian data.

8.8 Company understands that its use of Experian networking and computing resources may be monitored and audited by Experian, without further notice.

8.9 Company acknowledges and agrees that it is responsible for all activities of its employees/Authorized users, and for assuring that mechanisms to access Experian services or data are secure and in compliance with its membership agreement.

8.10 When using third party service providers to access, transmit, or store Experian data, additional documentation may be required by Experian.

Record Retention: The Federal Equal Credit Opportunity Act states that a creditor must preserve all written or recorded information connected with an application for 25 months. In keeping with the ECOA, Experian requires that Company retain the credit application and, if applicable, a purchase agreement for a period of not less than 25 months. When conducting an investigation, particularly following a consumer complaint that Company impermissibly accessed their credit report, Experian will contact Company and will request a copy of the original application signed by the consumer or, if applicable, a copy of the sales contract.

“Under Section 621 (a) (2) (A) of the FCRA, any person that violates any of the provisions of the FCRA may be liable for a civil penalty of not more than $3,500 per violation.”