Access Connect Common Areas ( fka Access Control Common Areas ) & Access Connect Common Areas and Units ( fka Access Control Common Areas & Units )

CallAnalysis^™

CallTracking ( fka Call Tracker^™ )

Centralized Leasing^™

Contact Center by Rent Dynamics

Craigslist Posting

CRM by Rent Dynamics

Deposit Alternative ( fka DepositInsure )

Digital Marketing Services

Entrata^® Academy & Entrata^® Academy Elite

Entrata^® Accounting^™ & Advanced Budgeting

Entrata^® Affordable^™

Entrata^® BillPay

Entrata^® Business Intelligence & Entrata^® Data Share^™

Entrata^® Commercial

Entrata^® Core

Entrata Layered Intelligence

Entrata^® Redd

Entrata^® Student^™

Homebody Rent Reporting^® - Fannie Mae

Homebody Rent Reporting^® - Freddie Mac

Homebody Rent Reporting^® - In Lease ( Resident or Customer Funded )

Homebody Rent Reporting^® - Opt-In

ILS Portal^®

InspectionManager^™

Insurance Verification

Invoice Processing Services

Job Costing

Lead Management^™

LeaseExecution^™

LeaseExecution Lite^™

Leasing Center^™, Leasing Center Lite^™ & Leasing Center Chat^™

Lobby Display^™

Master Policy ( fka MasterInsure )

Message Center

Parcel Alert^™

Phone Porting^™

Pricing Services^™

Prospect Follow-Up

ProspectPortal^®, ResidentPortal & Redd Chatbot

Renters Insurance ( fka ResidentInsure )

RentPlus^® – Fannie Mae

RentPlus^® – Freddie Mac

RentPlus^® – In Lease ( Resident or Customer Funded )

RentPlus^® – Opt-In

ReputationAdvisor^™

Resident Support Premium

ResidentPay^®

ResidentPay^® Check Scanning

ResidentPay^® Rolling Reserve

ResidentUtility^™, Utility Expense Management, and Energy Star Benchmarking Services

ResidentVerify^™

ResidentVerify^™ – Criminal Categorization Opt-Out

ResidentVerify^™ – Income Verification Services

ResidentVerify^™ - Snappt Integration

Revenue Management ( fka Entrata^® Pricing^™ )

SEM Services

SEO Dashboard^™

SEO Services

Site Tablet^®

Social Media ( Facebook Integration )

Student Revenue Management^™

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 CallTracking Product means all included merchandise and applications provided by Entrata in connection with its CallTracking 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 CallTracking Product to have phone calls routed into Entrata's server, and Entrata then relays those calls to the Property locations. The CallTracking 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. CallTracking includes integration fees and basic lead management capabilities, including Lead Alert, which comes with the Product. CallTracking 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 CallTracking service in a manner contemplated by both parties. Customer shall not use the Product, or any Content garnered from CallTracking for illegal purposes. CallTracking 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,

• Customer's ability to view calls and Voice Mails; and

• 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 CallTracking 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 CallTracking or Customer in complying with the setup, permission, and activation required for utilizing the CallTracking 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 CallTracking 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 CallTracking.

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 CallTracking 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 CallTracking Services. CallTracking 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 CallTracking 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 CallTracking 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 CallTracking 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 CallTracking 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 CallTracking Product, within 30 days of non-payment, Entrata may deactivate call tracking, and dispose of historical Voice Mail data.

5.7 Phone Numbers, Vanity Numbers. Entrata does not guarantee that any specific Phone Number will persist or be available to use with the CallTracking 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 CallTracking Services without prior notice from Entrata. CallTracking includes five (5) vanity numbers; additional vanity numbers will be billed at $3.00 per number, per month.

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1. SCOPE OF USE

Entrata Centralized Leasing brings multi-property lead task management into a single  dashboard. Communicate with prospects, schedule and fulfill tours, send follow-ups, review applications, and more-for multiple properties, all in one place. Centralized Leasing provides: 

• A centralized leasing dashboard for agents to view all tasks in one place; 

• Workflows for leasing agents to have the ability to attach a new guest card to a Property, floorplan, or a unit; 

• Centralized lead profiles providing leasing agents with a consolidated view of a lead’s activity, including all the Properties, units and/or floor plans a lead is interested in; 

• Seamless communication with a lead on different Property, unit or floorplan interests all in one place; and 

• Application management so leasing agents can view all applicants and opportunities for multiple Properties on the contact record in Entrata.

2. CENTRALIZED LEASING LIMITATIONS

Features of Centralized Leasing are available within the various Products across the Entrata platform. Some capabilities needed to centralize key processes and workflows will require Customer to have purchased a subscription to Lead Manager, Message Center, Prospect Portal and/or Leasing Center. 

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Contact Center Services are provided by Entrata’s Affiliate Simplified Business Group, LLC, doing business as Rent Dynamics, a Utah limited liability company (hereinafter “Rent Dynamics”).Customer may use the Rent Dynamic’s Contact Center Services at the rates, and subject to the Fees stated in the Sales Order.

1. RESPONSIBILITIES OF CUSTOMER

1.1 Customer shall obtain express written consent for Customer and Rent Dynamics to contact Customer’s prospective and existing Residents via text messaging, telephone calls, automatic telephone dialing systems, social media, prerecorded voice messages and/or any other current or future electronic means, and to monitor/record such contacts for quality and training purposes.

2. RESPONSIBILITIES OF RENT DYNAMICS

2.1 Rent Dynamic shall provide the following:

• A. Contact Center will accept phone calls, emails, and perform outbound follow-up communication on behalf of the client.

• B. Rent Dynamics will provide training to call center employees (Soft Skills, Fair Housing, Community, etc.).

• C. Access to all call recordings.

• D. Contacts pushed to your property management system.

• E. Contact Center agents will receive on-going coaching & quality evaluations.

• F. Rent Dynamics will contact community monthly for updates.

• G. 80% of calls answered within 30 seconds.

• H. Calls can be routed per your request.

• I. Tracking reports available online or sent to requested contacts.

• K. Rent Dynamics will cap the number of monthly contacts based on the selected level of call center service (the “Contact Cap”) set forth in the Sales Order. In the event the Contact Cap is exceeded by the Client for thirty (30) consecutive days, Rent Dynamics shall have the right to reduce contacts sent to the Rent Dynamics Contact Center team by routing contacts to third party call centers, directing calls to an alternative destination or, by prior mutual agreement with Customer, increasing the pricing for Contact Center Services.

• L. Agents will follow Customer procedures in determining and appropriately escalating emergency service requests to appropriate parties.

3. OWNERSHIP; NO LIABILITY

3.1  Rent Dynamics shall be the sole and exclusive owner of all telephone numbers used for itself or Customer and created by Rent Dynamics.  Upon termination hereunder, Rent Dynamics shall continue to own said telephone numbers without any liability to Customer or claim by Customer for said ownership.  Upon the election of Rent Dynamics, Rent Dynamics may, but shall not be obligated to, sell to Customer said telephone numbers upon termination of Contact Center Services. For clarity, Customer shall retain ownership of any of Customer’s phone numbers owned prior to the effective date of this Agreement and any numbers acquired by Customer which are not to be used pursuant to the Contact Center Services.

3.2  Subject to payment and within the scope of the Agreement, Customer is granted a perpetual, worldwide, nonexclusive, nontransferable license to use all deliverables provided, solely for its own internal operations and not for any other use. 

 4. TERM

Notwithstanding anything contained in the Agreement to the contrary, the term of the Contact Center Service commences on the date Customer purchases the Service and ends twelve (12) months thereafter.  After the first year, the price is subject to change in accordance with the Agreement.

3. FEES

Customer will pay Fees for the Contact Center Services as outlined in the Sales Order. Invoices will be issued by Rent Dynamics on a monthly basis.  Invoices not paid timely will be governed by the Agreement and could lead to suspension or termination of Services.

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CRM Services are provided by Entrata’s Affiliate Simplified Business Group, LLC, doing business as Rent Dynamics, a Utah limited liability company (hereinafter “Rent Dynamics”).  Customer may use the Rent Dynamic’s CRM Software at the rates, and subject to the Fees stated in the Sales Order.

1. RESPONSIBILITIES OF CUSTOMER

1.1 Customer shall obtain express written consent for Customer and Rent Dynamics to contact Customer’s prospective and existing Residents via text messaging, telephone calls, automatic telephone dialing systems, social media, prerecorded voice messages and/or any other current or future electronic means, and to monitor/record such contacts for quality and training purposes.

2. RESPONSIBILITIES OF RENT DYNAMICS

2.1 Rent Dynamic shall provide the following:

• A. Lead Card Services: Includes direct integration into property management system through a digital guest card that will automatically populate information directly from Customer’s lead management services.  The lead card will also have the ability to send text appointment reminders. This Service will capture and report detailed information through the marketing numbers reporting suite.

• B. Lead Follow-up: The ability to track and create a lead follow-up schedule. Lead follow-up schedule may include scheduled calls or emails. Rent Dynamics will work with Customer on custom email templates. 

• C. Reporting Suite:  Customer access to a reporting suite with the ability to schedule reports on a case-by-case basis.

• D. Marketing Numbers: Local and toll-free telephone numbers for marketing purposes.  There is no restriction on the numbers that can be added.  Numbers that do not receive marketing calls for a 60-day period can be canceled. Each marketing number will be reported on individual performance and by category to show ad source effectiveness.  These reports include ad source call volume, agent performance and detailed call information.

• E. Advanced Routing: Ability to update/edit call routing in the application in real-time.  Overflow ability to multiple numbers including simultaneous ring and calling tree.  Option to provide call management and tracking service to maintenance number.

• F. Call Recording: Each number provided will receive call reporting and call recording. These numbers will need to provide notification to the caller that calls will be recorded and Customer is responsible for notifying employees of call recording and abide by any local laws.

3. OWNERSHIP; NO LIABILITY

3.1  Rent Dynamics shall be the sole and exclusive owner of all telephone numbers used for itself or Customer and created by Rent Dynamics.  Upon termination hereunder, Rent Dynamics shall continue to own said telephone numbers without any liability to Customer or claim by Customer for said ownership.  Upon the election of Rent Dynamics, Rent Dynamics may, but shall not be obligated to, sell to Customer said telephone numbers upon termination of CRM Software. For clarity, Customer shall retain ownership of any of Customer’s phone numbers owned prior to the effective date of this Agreement and any numbers acquired by Customer which are not to be used pursuant to the CRM Software.

3.2  Subject to payment and within the scope of the Agreement, Customer is granted a perpetual, worldwide, nonexclusive, nontransferable license to use all deliverables provided, solely for its own internal operations and not for any other use. 

 4. TERM

Notwithstanding anything contained in the Agreement to the contrary, the term of the CRM Software commences on the date Customer purchases the Software and Service and ends twelve (12) months thereafter.  After the first year, the price is subject to change in accordance with the Agreement.

3. FEES

Customer will pay Fees for the CRM Software as outlined in the Sales Order. Invoices will be issued by Rent Dynamics on a monthly basis.  Invoices not paid timely will be governed by the and could lead to suspension or termination of Services.

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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. Entrata currently supports the following affordable programs: HUD Section 8, HUD Section 202, Low-Income Housing Credit. 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 Software through Entrata for the number of Properties and at the rates set forth in Customer’s Statement of Work.

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 Software and Service.

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

3.4 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 Software.

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This Entrata BillPay Customer Agreement (the “Agreement”) sets out the terms and conditions governing the use of Entrata BillPay and Utility BillPay Services (the “BillPay Services”) by the Customer identified in this Agreement.  Until amended by Section 10.2 of this Agreement the BillPay Services are sponsored and provided by Zions Bancorporation, N.A. (“Zions”), to which EntrataPay, LLC (hereinafter “Entrata”), an affiliate of Entrata, Inc., is a service provider.  Entrata will provide to Zions with access to the “Entrata Platform,” defined below, to effect “Transactions” for Customer. Among other things, in order to effect the Transactions, Zions will open a Master Account for Entrata Customers through which Transactions will be effected for Customer  

This Agreement is among Entrata, Zions and Customer. Capitalized terms used in this Agreement, to the extent not otherwise defined herein, have the same meaning as in Customer’s Service Level Master Agreement or Master Services Agreement, as applicable.

1. Overview of Services

1.1 The Entrata BillPay Platform (the “Entrata Platform”) and the BillPay Services is a secure vendor payment solution for Entrata Customers provided and sponsored by Zions through its service provider, Entrata who administers the Entrata Platform for Zions.  Zions may use other agents and service providers to assist Zions in administering the Entrata Platform and the delivery of the BillPay Services to Customers upon the receipt of Payment Instructions through the Entrata Platform for Customer. Specifically, Entrata provides Payment Instructions to Zions made by Customers on the Entrata Platform. Upon receipt of Payment Instructions received by Zions from Entrata through the Entrata Platform, the BillPay Services will be provided by Zions, which are performed at Zions’ direction and subject to Zions’s supervision and control.  For the avoidance of doubt, Entrata is not the provider of any money transmission services and at no time takes possession or control of Customer funds. 

1.2 The Entrata Platform simplifies the task of paying designated Payees in a seamless, secure, and efficient way through the Entrata Platform. Customer may use the Entrata Platform to initiate payments to Payees (as defined below) via ACH, Virtual Card and/or electronic or paper Check payments issued by Zions on behalf of a Customer.  Customer may purchase the Entrata Platform and specified BillPay Services for use in connection with identified Payee and Payee’s Accounts, at the rates declared and subject to the fees stated in the BillPay Fee Schedule shown in the Amendment/Sales Order.  Zions will debit Customer’s Payment Account, and payments to Payees will be made via ACH, Virtual Card or if either ACH or a Virtual Card are not available, Check. These Transactions will be initiated through the Entrata Platform, with Entrata acting as a vendor to Zions, and through which Zions and Entrata shall be authorized by Customer to create Checks, ACH payments, or Virtual Card payments. Zions and Entrata will process debit entries for the purpose of initiating payments from Payment Accounts pursuant to the terms of the Laws, Rules and Regulations governing ACH and Check Transactions. Any Virtual Card payments made to Payees may also be governed by terms and conditions applicable to such Virtual Cards.  

1.3 Customer acknowledges the settlement of the funds in connection with Customer’s use of the BillPay Services are services provided directly to Customer by Zions and Zions shall hold and control funds at all times associated with the BillPay Services as governed by this Agreement. Customer agrees that Entrata will administer the Entrata Platform and the BillPay Services provided to Customer, including the supply of marketing and administrative services but on behalf of and under the oversight of Zions.  

2. Definitions

2.2 “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.

2.3 “ACH Transaction” means the processing of an electronic fund transfer between banks across the ACH network.

2.4 “BillPay Services” means the payment services available through the Entrata Platform that enable a Customer to initiate payment to Payees via ACH, Virtual Card and/or electronic or paper Check payments issued by Zions or its third-party vendor(s).

2.5 “Business Day" means every Monday through Friday during which Zions’ branch offices are opened for general banking business, excluding federal or state banking holidays.

2.6 “Check” means a negotiable demand draft drawn on or payable through (i) a financial institution, (ii) a Federal Reserve Bank, or (iii) the Treasury of the United States. 

2.7 “Due Date" means the date reflected on a Payee’s statement or invoice for which the payment is due; not the late date or grace period.

2.8 “NACHA” means the National Automated Clearing House Association.

2.9 “NSF” has the meaning ascribed to it in Section 3.10.

2.10 “NSF Fee” means the fee that is charged to a Customer by Zions when a Transaction results in a notification of non-sufficient funds.

2.11 “ODFI” means Originating Depository Financial Institution, which is the financial institution that receives payment instructions from Customer and forwards the entries to the ACH Network.

2.12 "Payment Instruction" means all necessary information required to be provided by Customer to Zions or Entrata for a payment to be made to the Payee (such as, but not limited to, Payee’s name, Payee Account, bank routing number and Scheduled Payment Date).

2.13 “Payee” means the entity or individual to whom Customer has directed the payment of funds through the Entrata Platform. In addition to vendors, Payee may also mean residents who need to be paid a refund via accounts payable.

2.14 “Payee Account” means the checking account of Payee into which payments will be deposited or directed.

2.15 "Payment Account" means Customer’s bank account chosen by Customer, from which payments will be debited or credited. 

2.16 “Property” means the multifamily or commercial real estate property on whose benefit the BillPay Services will be provided, as more fully identified on a duly executed Sales Order or Amendment 

2.17 “RDFI” means Receiving Depository Financial Institution, which is the institution that receives the ACH entries from Zions or Entrata and posts the entries to the accounts of Payees.

2.18 “Returned Entries” means any Transactions returned from the RDFI.

2.19 “Reserve Account” has the meaning ascribed to it in Section 3.2.

2.20 “Reversal Fee” means the fee applied to a Transaction when Customer chooses to reverse a Transaction back to the Payment Account.

2.21 “Laws, Rules and Regulations” means, among other things, applicable federal and state laws and regulations governing the BillPay Services, including federal banking laws, state uniform commercial codes, the operational rules of NACHA and credit card associations, and other rules governing ACH payment transfers. 

2.22 "Scheduled Payment Date" means the day Customer selects a payment to be deducted from Customer’s Payment Account unless the Scheduled Payment Date falls on a non-Business Day, in which case it will be scheduled for the next Business Day.

2.23 "Scheduled Payment" means a payment that has been scheduled through the Entrata Platform but has not begun processing.

2.24 “Transaction” means any debit or credit entry from or to a Payment Account or the Master Account through the Entrata Platform.

2.25 “Virtual Card” means a digital credit card designed for one-time use as payment to Payees in connection with the BillPay Services provided hereunder which allows Customer’s designated Payee to access funds available for payments.

3. Responsibilities of Customer

3.1 BillPay Account Approval. Customer is responsible for successfully completing the BillPay Services application process, as well as to accept any additional terms and conditions required by Zions or its affiliates in connection with Customer’s use of the BillPay Services. Without limiting the foregoing, the BillPay Services application will require Customer to provide detailed company information and certain Customer documentation to Zions and Entrata that may include, but is not limited to, a copy of the corporate governmental filings, bank statements and/or invoices, a business profile, a management agreement, and information regarding beneficial owners and certain officers or directors. The application must be completed and executed by a duly authorized representative for Customer and a Payee or Property owner, if necessary. Customer agrees that Zions and Entrata may share application information with their financial service providers in connection with and the course of providing BillPay Services hereunder. If Zions’ underwriting requires Customer to sign an entity guarantee, Zions may require Customer to provide, among other things, tax returns, current financial statements, tax information, and last full year and year-to-date financial statements. If Customer at any time is unwilling to cooperate or if account approval is denied due to credit history, a history of bankruptcy, a history of fraudulent transactions, or for any other reason, Zions will not be obligated to refund or credit to Customer any set up fees paid. 

The foregoing notwithstanding, upon mutual agreement between Customer, Zions, and Entrata, Customer may request that individual fee-managed Properties be separately considered for approval pursuant to the process described above, or, in the sole discretion of Zions, such Properties may be separately underwritten by Zions, and such Properties’ accounts managed through the Entrata Platform. In the event Zions agrees to underwrite an individual Property, an owner or duly authorized officer of such Property must execute a copy of the underwriting documentation and agree to all the terms and conditions set forth herein as a Customer hereunder. In connection with such underwriting approval, Zions may require each Property to provide the financial information referenced above.  Customer’s enrollment in the BillPay Services may not be completed if Zions or Entrata cannot verify Customer’s identity or lacks other necessary information required to permit Zions to underwrite Customer or otherwise comply with Zion’s requirements, including, among other things, federal and state anti-money laundering rules and regulations. Customer grants to Zions and Entrata the right, and Customer will confirm this right in writing, if necessary, to obtain financial information regarding Customer’s accounts from a Payee or Customer’s financial institution (for example, to resolve payment posting problems or for verification).

3.2 Additional Assurances and Reserve Account. Based upon a risk analysis, 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”) for purposes of backstopping liability Entrata incurs in the course of providing the BillPay Services hereunder. Entrata will provide written notice to Customer of any reserve requirement, and Customer shall immediately fund the Reserve Account to meet such requirements. Entrata may withhold and use any amounts due to Customer through the course of providing the BillPay Services hereunder to maintain any Reserve Account at levels specified by Entrata. Entrata may debit the Reserve Account to exercise its rights under this Agreement and to collect any amounts due to Entrata, including, without limitation, rights of set-off and recoupment. As alternatives to the security Reserve Account, the owner or an officer of the Customer may provide a personal guarantee (upon providing his/her driver’s license) for amounts due under this Agreement (and other required information), or the Customer may enter into an entity guarantee or provide a letter of credit in a form satisfactory to Entrata.

3.3 Set-off by Zions. Any Reserve Account established by Entrata shall be established and opened at Zions, and Zions shall be authorized to exercise any offset rights it holds to the fullest extent permitted by law against any claim, debt or entitlement owned by Entrata or a Customer to Zions.

3.4 Use of BillPay Services. Customer agrees to use the BillPay Services only for the Customer’s business purposes and subject to the limitations and restrictions set forth in this Agreement. For purposes of clarity, Customer acknowledges and warrants that the BillPay Services will not be used for personal, family or household purposes.   Customer’s use of the BillPay Services may be on behalf of Property owners as an agent of such owners. The BillPay Services may be accessed only by Customer’s employees or by other authorized personnel working for the Customer at Customer’s established business offices. Additionally, as a condition precedent to using the BillPay Services, Customer shall comply with the following: (a) Customer shall be responsible for training its own employees in the use of the Entrata Platform and BillPay Services; (b) Customer will use the BillPay Services in accordance with the documentation and related instructions relating to the operation of the Entrata Platform and the BillPay Services, and will provide, at its own expense, an Internet connection, and all other computer hardware, software and other equipment and supplies required to use the BillPay Services and the Entrata Platform; (c) Customer shall be responsible for verifying Zion’s and Entrata’s receipt of Customer’s transmissions by verifying that debits have been made from the appropriate Payment Account, and will cooperate in any investigation and in resolving any unsuccessful or lost transmission through the Entrata Platform with Zions or Entrata; (d) Customer shall be responsible for installing and implementing any changes and upgrades to the Entrata Platform as required by Zions or Entrata within five (5) days to ensure compliance with regulatory changes or developments, or to protect the integrity and security of the BillPay Services and the Entrata Platform. Customer will ensure that the equipment used in connection with the Entrata Platform and BillPay Services complies with Zions’ and Entrata’s minimum system requirements, is operating properly and ensure that the any information provided by Customer or its representatives is accurate; (e) Customer shall treat as confidential information, and shall preserve the confidentiality of any user identification, password, test key, or other code or authentication method provided by Zions or Entrata or otherwise required for use of the Entrata Platform and the BillPay Services, and shall further prevent the use of the Entrata Platform by unauthorized persons. Customer assumes full responsibility for the consequences of any missing or unauthorized use of or access to the Entrata Platform or disclosure of any confidential information or instructions by Customer, its employees, and agents; (f) Customer acknowledges that it has been advised to store payment information in a secure environment for such time as Customer deems necessary and advisable. Customer shall take appropriate security measures to ensure that: (i) only authorized personnel shall have access to the Entrata Platform and the BillPay Services, including, but not limited to, Checks, and (ii) that the information contained on such Checks or on any corresponding imaged items are not disclosed to third parties.

Customer acknowledges receipt of disclosures and account agreements governing Zions’ deposit accounts, as well as all technical materials, operating instructions necessary to operate the Entrata Platform. 

3.4 Scheduling Payments. The earliest possible Scheduled Payment Date to a Payee will be designated within the Entrata Platform when Customer schedules the payment. When scheduling payments, Customer acknowledges that selecting a Scheduled Payment Date that is later than the Due Date reflected on the invoice or statement may result in additional fees charged by a Payee. If the actual Due Date falls on a non-Business Day, Customer acknowledges that in order for payment to be received by Payee by the Due Date, Customer must select a Scheduled Payment Date that is at least seven (7) Business Day prior to the Due Date. Customer is responsible for reviewing the scheduled payment, including acknowledging any warning message that may be displayed in the Entrata Platform prior to submitting a payment. If Customer submits a payment in error and the payment has been processed electronically to the Payee, (e.g., via ACH or Virtual Card), Customer must resolve the error with the Payee directly. If Customer submits a payment that has been processed as a Check made payable to the Payee and the Check has not yet cleared the Payment Account, Customer may request that payment be stopped on the Check by contacting [email protected]. While commercially reasonable efforts will be made to accommodate the request to stop a Check payment that has not cleared the Master Account,  Zions and Entrata will have no liability for failing to do so. Customer may also be required to present a stop payment request in writing within (14) days. The charge for each stop payment request will be the current charge for such service as set out in the applicable BillPay Services fee schedule.  

3.5 Restricted Use and Payment Exceptions. Customer may not use the BillPay Services to process transactions restricted by Federal Reserve Regulation GG (12 C.F.R. Part 233). Restricted transactions generally include, but are not limited to, those in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with the participation by themselves or others in unlawful Internet gambling. Customer shall not use the Entrata Platform or BillPay Services to conduct any transactions that would violate the laws of any state or the United States, including the economic sanctions administered by the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”) or anti-money laundering laws and regulations administered by FinCEN. Customer further acknowledges that Zions and Entrata do not recommend the Customer use the BillPay Services for tax payments and court ordered payments. While a Customer may use the BillPay Services for such payments, such payments are scheduled at Customer’s own risk and in no event shall Zions or Entrata be liable for any claims or damages resulting from Customer’s scheduling of these types of payments. All research and resolution, including research time and related costs, for any misapplied, misposted, or misdirected funds for such payments will be the sole responsibility of Customer. Payments to Payees outside of the United States or its territories are prohibited through the Entrata Platform. Customer will not use the BillPay Services to engage in any activity that is directly or indirectly illegal or fraudulent. 

For purposes of clarity, it is Customer’s responsibility to fulfill any compliance requirements or obligations that Zions, Entrata and/or Customer may have with respect to the BillPay Services under Laws, Rules and Regulations. Zions reserves the right to refuse to pay any Payee to whom Customer may direct a payment, if Zions deems, in its sole discretion that such a payment may violate Laws, Rules and Regulations or this Agreement.  Entrata will notify Customer promptly if Zions refuses to pay a Payee. This notification to a Customer is not required if Customer attempts to make a prohibited payment or an exception payment under this Agreement.  Customer shall not use the Entrata Platform in any way that infringes on the intellectual property rights of any third party or download or upload anything while using the Entrata Platform that contains any viruses or other computer programming routines that could damage, detrimentally interfere with, surreptitiously intercept, or expropriate the BillPay Services, data or personal information of any person or entity. Customer agrees not to use the BillPay Services or any content from Zions or Entrata or any information learned from any of the foregoing for any purpose other than those specifically contemplated herein.

3.6 Force Majeure. Except for payment obligations of amounts due under this Agreement, no party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

3.7 Payment Authorization and Payment Remittance. By providing Entrata with the names and account information of Payees to whom Customer directs payments using the Entrata Platform, Customer authorizes Zions and Entrata to follow the Payment Instructions that it receives from Customer with respect to the identified Payee. . In order to process payments more efficiently and effectively, Zions or Entrata may edit or alter payment data or data formats provided by Customer or a Payee. In the event additional assistance is needed to facilitate the completion of a Payee's vendor payment profile within the Entrata Platform, Customer authorizes Entrata to contact Payee directly to provide instructions regarding Payee’s correct profile set up. When a Customer submits a Payment Instruction, Customer authorizes Zions or Entrata to debit Customer’s Payment Account and remit funds on Customer’s behalf, deducted on the Scheduled Payment Date designated by Customer. Customer also authorizes Zions or Entrata to credit Customer’s Payment Account for payments returned to Zions for any reason, or payments remitted to Customer on behalf of another authorized user of the BillPay Services. Customer acknowledges the Entrata Platform will select the most effective Payee payment type on Customer’s behalf. Customer hereby authorizes Zions and Entrata to determine a Payee’s payment type(s) based on the following priority: Virtual Card (if available), ACH Transaction, and Check. Virtual Cards shall not be available as a payment type for refunds to residents. Zions and Entrata will use commercially reasonable efforts to make all Customer’s payments accurately. However, Zions and Entrata shall bear no liability if Zions or Entrata is unable to complete any Payment Instruction or there are errors in payments that are initiated by Customer caused by, in whole or in part, any one or more of the following circumstances:

• If Customer’s Payment Account does not contain sufficient funds to complete the Transaction or the Transaction would exceed the credit limit of Customer’s overdraft account (if applicable);

• The related payment processing system for a Transaction request center is not functioning properly, and Customer knows or has been advised by Zions or Entrata or any third party regarding the malfunction before Customer executes the Payment Instruction;

• The Payee mishandles or delays a payment sent by the Entrata Platform ;

• Customer or Customer’s Payee provides inaccurate Payee profile information, Payment Account, or other payment information (including but not limited to the incorrect name, address, phone number, or account information for the Payee); or

• Circumstances beyond control of Zions or Entrata prevent the proper execution of a Transaction and Zions or Entrata have taken commercially reasonable precautions to avoid such circumstances.

If none of the foregoing exceptions are applicable, and Zions or Entrata causes an incorrect amount of funds to be debited  from Customer’s Payment Account or causes funds from Customer’s Payment Account to be directed to a Payee which does not comply with Customer’s Payment Instruction, Zion’s and Entrata’s sole responsibility and Customer’s sole remedy shall be for Zions or Entrata to return the improperly transferred funds to Customer’s Payment Account, and to direct to the proper Payee any previously misdirected Transactions, and, if applicable, for any late payment related charges.

3.8 Payment Modification or Cancellation. Customer acknowledges that once a Payment Instruction is submitted to the Entrata Platform, it cannot be modified. However, Zions and Entrata will make commercially reasonable efforts to process a cancel payment request, provided that the payment method will allow for such a stop payment request. Customer acknowledges that Zions and Entrata may not have the ability to complete a cancel payment request after a payment has been processed. In the event of Scheduled Payment requests, Customer may be required to submit cancel payment requests fourteen (14) days prior to the Scheduled Payment. All such requests must be submitted to Zions through Entrata in proper form, executed by authorized personnel of Customer, and delivered by hand or facsimile to the appropriate designee of Entrata within the timeframe established by Laws, Rules and Regulations. Customer agrees that Zions and Entrata will not be liable for any losses, directly or indirectly, incurred by Customer or other third parties as a result of Zion’s or Entrata’s inability to make any requested modification or deletion before the Transaction has been submitted to the Entrata Platform. Customer acknowledges that Zions and Entrata will not be liable to Customer or any third-party for the failure or inability to complete a canceled payment request. Fees for each cancel payment request may vary depending on third parties and then-current fee rates. Customer may also be required to issue a return transfer with Customer’s financial institution. If available as part of the BillPay Services, Customer may edit any Scheduled Payment (including recurring payments) prior to the Scheduled Payment date by following the directions within the Entrata Platform.

3.9 Identifying Routing and Account Numbers. Customer acknowledges that Zions and Entrata may rely solely on routing and account numbers provided by Customer to determine the bank and related account of the Payee, even if the numbers identify a bank or account holder that differs from the information that Customer has identified as a Payee Account.  In other words, if the Customer provides an account number and the name of the account, Zions and Entrata may rely solely upon the account number and related data provided.

3.10 Failed or Returned Transactions. In the event a Transaction is rejected or returned to the Entrata Platform for reasons related to insufficient funds in Customer's Payment Account (“NSF”), Customer will receive a notification from Entrata. Customer is solely responsible for depositing funds into the account to cover the Transaction or canceling the Transaction and notifying the Payee. Zions and Entrata will not be liable for any overdraft fees or other penalties, or fees assessed against Customer resulting from the failed or returned Transaction. Customer shall incur an NSF Fee for each failed Transaction as outlined in the fee schedule. In using the BillPay Services, Customer understands that Payees and/or the United States Postal Service may return payments made via Check to Zions for various reasons. Zions and Entrata will use commercially reasonable efforts to research and correct the returned payment and return it to Customer’s Payee or void the payment and credit Customer’s Payment Account accordingly.

3.11 Change of Payment Accounts. It is the responsibility of the Customer to manage Payment Account information within the Entrata Platform. Payment Account changes can only be made by a Customer or at the direction of a Customer by Entrata through the Entrata Platform by authorizing, changing and/or removing Payment Accounts for use with the BillPay Services. Zions and Entrata will not be liable in any way for issuing payments from Payment Accounts in accordance with Customer’s instructions made through the Entrata Platform. It is also Customer’s sole responsibility to ensure the contact information in Customer’s user profile is current and accurate. This includes, but is not limited to, names, addresses, phone numbers, and email addresses. Zions and Entrata are not responsible for any payment processing errors or fees incurred as a result of Customer’s or Customer’s Payee’s failure to provide accurate Payment Account and contact information.

3.12 Notice of Erroneous or Unauthorized Transfers. Customer must deliver a written notice to Entrata of any discrepancy or other problem relating to the use of the Entrata Platform, including a statement of the relevant facts, within a reasonable time (not to exceed five (5) calendar days from the date of first discovery). If Customer fails to notify Entrata within such time frame, Customer agrees that in addition to any other limitations on Zion’s and Entrata’s liability: (1) in the case of an erroneous funds transfer, Customer will be liable for all losses up to the amount thereof, which result from failure to provide Entrata with such notice or which might have been prevented by Customer’s providing Entrata such notice; and (2) in the case of an unauthorized funds transfer, neither Zions nor Entrata will be liable for any loss of interest which results from Customer’s failure to give such notice or which might have been prevented by giving Entrata such notice. In addition, with respect to ACH payments from Customer’s Payment Account, to the maximum extent permitted by Laws, Rules and Regulations, Zions and Entrata are not liable for an erroneous or unauthorized ACH entry that Zions or Entrata did not cause unless: (A) Customer notifies Entrata  (which may be oral with prompt written confirmation of the relevant facts) before that entry actually settles (generally 1 or 2 Business Days after the entry was posted to Customer’s Payment Account), or (B) Zions or Entrata is otherwise able without bringing suit to effect a reversal of that settlement under applicable Laws, Rules and Regulations.

4. Responsibilities of Zions and Entrata

4.1 Authorization. When Customer initiates a Payment Instruction, Entrata shall submit the request through the Entrata Platform to Zions at least once during each business day. All debit and credit requests between Zions and the ACH Network are the responsibility of the ODFI. Customer agrees that Entrata 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 Zions that constitute intentional violations of law or are grossly negligent. Customer understands that a separate agreement may be required to be signed by Zions between a Customer and Zions. Zions will use commercially reasonable efforts to submit requests to the ACH Network at approximately midnight of each business day. Entrata 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.

4.2 Originating Transactions. Zions shall use the Payment Instruction provided by Customer to originate Customer’s Transactions to the ACH Network. Customer is responsible for maintaining the accuracy of such information and making the same available to Zions and Entrata upon request. Zions and Entrata may delay or reject such Transactions without prior notification to Customer for any reason permitted or required under Laws, Rules and Regulations, including but not limited to, any violation of the same.

4.3 Compliance with the Rules and Regulations. Zions and Entrata may at any time change the processing procedures relating to the operation of the Entrata Platform in order to comply with Laws, Rules and Regulations.

4.4 Safeguard of Data; Comparable Data. Zions and Entrata agree that all data and information obtained from Customer shall be Customer’s property and shall be safeguarded under commercially reasonable methods. Customer agrees that Entrata’s ability to provide the Entrata Platform 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 BillPay Service, 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 and for improvement of the BillPay Services.

4.5 Setup and Underwriting. Entrata will be responsible for performing its setup of the Entrata Platform and implementation responsibilities as described herein. The initial setup and implementation will be completed as soon as possible or by the date specified in a statement of work related to this Agreement; 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 the setup is complete. If Customer fails to timely initiate or pass the underwriting process, Zions and Entrata will not be responsible for any delays caused thereby and no reimbursements will be made for any setup fees paid to Zions or Entrata.

4.6 Fee Changes. Due to changes in Virtual Card, Check and ACH Transaction processing fees, and other costs beyond Zion’s or Entrata’s reasonable control, the fees charged by Zions and Entrata may be updated at any time to recoup Zion’s additional mandatory expenses in providing the BillPay Services. Customer will be given 30 days written notice before any change in Transaction pricing occurs. Customer’s continued use of the BillPay Services after Zions or Entrata provides Customer with a notice of change in fees will constitute Customer’s agreement to such change(s).

5. Security Procedures

Customer will be solely responsible for establishing, maintaining, and following such security protocols as Zions deems reasonably necessary to ensure that Customer information transmitted directly to Zions or Entrata is complete, intact, secure, and confidential until received by Zions or Entrata. Customer shall comply with all instructions, including online instructions, for using the Entrata Platform and the BillPay Services by taking commercially reasonable steps to safeguard the confidentiality and security of any passwords, equipment, and other proprietary property or information Zions or Entrata provides Customer or to which Customer has access in the course of providing or using the BillPay Services. Customer shall limit access to persons who have a need to any passwords and equipment and will closely and regularly monitor the activities of employees or third parties who access the BillPay Services. Customer will notify Entrata immediately if Customer has any reason to believe that confidential information has been or may be breached. Entrata may elect, at Entrata’s sole discretion, to verify the authenticity or content of any Payment Instruction, Transaction or other transmission by placing a call to any authorized representative for a Customer's Payment Account or any other person designated in writing by Customer for that purpose. Zions or Entrata may deny access to the Entrata Platform and BillPay Services without prior notice if it is unable to confirm any person's authority to access the Entrata Platform and BillPay Services or if Zions or Entrata believes such action is necessary for other security reasons. Customer agrees that it shall bear sole responsibility for any Customer information or data related to Customer that Customer transmits in the course of using the Entrata Platform and BillPay Services or that is otherwise submitted through Customer’s Payment Account and processed through the Entrata Platform, even if such transmission is not authorized by Customer.

6. Payment Risk Analysis and Authorization

Entrata has partnered with third-party service providers of payment risk analysis data. As part of the Entrata Platform and BillPay Services, Customer agrees that Entrata may, at any time, utilize such third-party services to verify the existence and ownership of any bank accounts entered into the Entrata Platform for the purpose of making or receiving payments through the Entrata Platform. Customer further authorizes Entrata to utilize such analytical services to obtain financial information about Customer’s Payment Accounts, including available balance information, to ensure payments made through the BillPay Services will not be returned. Zions or Entrata may also, as part of its annual risk review, exercised not more than once per year, perform a credit check against any individual or legal entity, or any individual owning not less than 25% of a legal entity, which has been underwritten pursuant to Section 3.1 of this Agreement. Customer understands it is Customer’s sole responsibility to verify its Payees are legitimate business entities not engaged in activities that are illegal, fraudulent, prohibited, either by the law or by the ODFI, RDFI or Zions. Customer acknowledges that due to anti-money laundering and terrorism regulations in the United States, including regulations promulgated by FinCEN and OFAC, Zions and Entrata may require further documentation verifying Customer’s identity and the source of funds used to effect Transactions via the Entrata Platform, including information regarding a Payee. Customer further agrees to provide Zions or Entrata at any time with such information as Zions or Entrata determines to be necessary and appropriate to verify compliance with this section.

7. Disclosure of Account Information to Third Parties

Customer acknowledges that through the use of the Entrata Platform Zions or Entrata may be required to disclose Customer’s Payment Account information to third parties to print physical Checks and for other functions necessary to provide the BillPay Services. Such account information would include, among other things, any relevant information that traditionally appears on a physical Check. Such disclosure will be done solely in the following circumstances:

• Where it is necessary for completing and reporting Transactions;

• Where it is necessary for activating additional services;

• To verify the existence and condition of Customer’s Payment Account to a third party, such as a credit bureau or a Payee;

• To a credit  reporting agency;

• To comply with a court order, regulation, or government agency request; 

• To otherwise comply with Laws, Rules and  Regulations; or

• In accordance with Section 6 above.

8. Processing Times

Zions makes the BillPay Services available for use only on Business Days during regular business hours (8AM – 5PM MT), except during maintenance periods, or such other hours as established by Zions from time to time. It is Customer's responsibility to submit all Payment Instructions and related items and requests to the Entrata Platform prior to 5:00 PM Mountain Time on each Business Day for transmission through the Entrata Platform to Zions. Transmissions processed after these hours are treated as occurring on the next Business Day. Payment Instructions through the Entrata Platform will be deemed to have been received when Entrata actually receives the Payment Instructions through the Entrata Platform. A Transaction funding request will be deemed to have been received and accepted by Entrata when all of the following have occurred: (a) Entrata has preliminarily verified that, in its sole discretion, information received is valid and the Payment Instruction is acceptable and complete; and (b) Entrata has successfully performed all further validation routines with respect to the deposit or debit. Notwithstanding the foregoing, Payment Instructions received by Entrata for deposit may be rejected by Zions in its sole discretion. Zions and Entrata will use commercially reasonable efforts to process Payment Instructions within a reasonable period of time following such receipt. Customer acknowledges that where payments are made via physical Checks, delivery dates cannot be guaranteed; Zions and Entrata will use commercially reasonable efforts to print physical Checks and deposit them with the US Postal Service within five (5) Business Days following receipt of a related Payment Instruction.

9. Services

In its sole discretion, at any time Zions may add, delete, or change the features or functions of the Entrata Platform or BillPay Services.  Zions or Entrata will notify Customer of such changes as soon as reasonably practicable. Zions and Entrata may cause the BillPay Services to be temporarily unavailable to Customer, either with or without prior notice, and Customer acknowledges that factors beyond Zion’s and Entrata’s reasonable control, such as telecommunications failure or equipment failure, may also cause the BillPay Services to be unavailable to Customer. Should the BillPay Services become unavailable to Customer, Customer is solely responsible for ensuring payments are made through other means.

10. Miscellaneous

10.1 Compliance with Law. Each party agrees to comply with all Laws, Rules and Regulations, including, but not limited to, all applicable Laws, Rules and Regulations governing use, transmission and/or communication of content, in connection with their performance, participation, access and/or use of the Entrata Platform and the Payment Services. 

10.2 Assignment. Entrata and its affiliates, in their sole discretion, may (i) transfer or novate this Agreement to remove Zions as a party to the extent that Entrata determines that it may provide the BillPay Services to Customer, either using another bank, or directly or through an affiliate, or (ii) continue to provide the BillPay Services to Customer under a successor agreement to this Agreement.  Should Entrata elect to transfer or novate this Agreement and remove Zions as a party or otherwise to move the Master Account to another entity, Customer specifically authorizes Entrata as its agent in fact to effect such a transfer, and authorizes Zions to comply with any instructions received by Entrata as its agent in fact. Should such a transfer occur, Entrata and all affected Customers shall pay all transfer fees and expenses charged by Zions.

10.3 Warranty Disclaimer.  ZIONS PROVIDES THE ENTRATA PLATFORM AND THE BILLPAY SERVICES STRICTLY “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. ZIONS, ENTRATA AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE ENTRATA PLATFORM AND BILLPAY SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE; ANY WARRANTY OR REPRESENTATION OF ANY KIND THAT THE ENTRATA PLATFORM AND BILLPAY SERVICES, OR RESULTS OF USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, BROWSERS, OR SERVICES; OPERATE WITHOUT INTERRUPTION; BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE; OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 

10.4 Damages Disclaimer. IN NO EVENT SHALL ANY PARTY, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE SUPPLIERS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT (OR DIMINUTION IN VALUE); (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE PAYMENT SERVICES; (C) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (D) COST OF COVER, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

10.5 Limitation of Liability. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF ZIONS, ENTRATA, THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED TWO THOUSAND DOLLARS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.6 Indemnification. Customer agrees to  indemnify, defend and hold harmless Zions, Entrata, their respective  subcontractors and affiliates, and each of its and their respective 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, whether or not a lawsuit or administrative action is filed) that arise from or relate to: (i) Customer’s actions or omissions with regard to the Entrata Platform and BillPay Services in violation of Laws, Rules and Regulations; (ii) unauthorized access to the Entrata Platform and/or BillPay Services by the use of Customer’s access credentials and authorizations; (iii) a transaction or dispute between any third party (including any Property owner or tenant) and Customer; (iv) a third party claim against Zions or Entrata relating to Customer’s actual or alleged infringement of third party’s intellectual property rights; or (v) a breach of Customer’s representations, warranties, or covenants under this Agreement.

10.7 Governing Law and Forum Selection; Jury Waiver and Arbitration. This Agreement shall be construed and interpreted in accordance with the laws of the State of Utah, without regard to conflicts of law provisions. Customer irrevocably agrees that any claim or dispute arising from this Agreement shall be resolved by binding arbitration in Salt Lake City, Utah, in accordance with the rules of the American Arbitration Association. The parties shall share the costs of arbitration equally. Nothing herein will be construed to prevent either party from seeking equitable relief as provided in the Master Services Agreement. Any such action or remedy shall not waive the moving party’s right to compel any other legal remedies. To the fullest extent permitted by Laws, Rules and Regulations,, the parties hereto HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY MATTER UNDER, RELATED TO, OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED HEREBY. No party may bring a class action or representative action either in a court proceeding or in an arbitration.

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1. SCOPE OF USE

These Products provide asset managers, operators, and investors the actionable, accurate, and accessible data that drives success at every level of business. Innovative data technology and industry standard definitions make Entrata the leader in data analytics for property management. The Entrata Business Intelligence solution allows Customers to build a custom dashboard with accessible, easy-to-digest reports and report scheduling. Entrata Data Share has multiple uses including the ability to share data from the Entrata system to any preferred BI tool or data warehouse through our partnership with Snowflake. These Products are available only to Customers currently using Entrata Core and the purchase of Entrata Insights BI and Entrata Insights Data Sharing requires the purchase of Entrata consulting hours and/or implementation fees to implement. Such additional consulting and/or implementation fees shall be reflected in the Amendment adding this Product.

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. Professional Services provided in connection with implementation or use of the Software is limited to Entrata-related datasets and will not include any external or custom datasets provided by the Customer. Correction of inaccurate or poorly migrated data is out of scope for the Professional Services consulting furnished in connection with implementation of this Product. 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. Fees for connections to Third-Party Materials (as defined in the Agreement) will be billed to Customer in accordance with the Fees outlined in the Sales Order or Amendment. Customer is solely responsible for procuring licenses to any applicable Third-Party Materials, and maintaining any computer hardware necessary to remotely access, use, and store data within the Software. Access to reports, Processing/ETL (MagicETL/Dataflows), upload of external data, API calls, data queries, quantities of data processed by the Product (including data uploaded by Customer directly), and frequency of scheduled reports, is subject to limits (including, but not limited to numbers of users and data rows), determined in Entrata’s sole discretion. These limitations are enforced to prevent abuse of the Software and may be changed in the future without notice to Customer. In the event that Customer’s use of the Software exceeds the reasonable limits set by Entrata, Customer agrees that Entrata may throttle or degrade performance of the Software to a commercially reasonable limit determined by Entrata. Customer may be liable for additional Fees in the event Customer exceeds the limits set by Entrata for use of the Entrata Business Intelligence and/or Entrata Data Share 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 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 Software and Service.

3.3 Product Delivery. Entrata will deliver the 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 Software.

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1. OVERVIEW

Entrata Layered Intelligence is an artificial intelligence and machine learning layer which sits on top of the Entrata Software. Entrata Layered Intelligence will use new, innovative generative and conversational artificial intelligence and machine learning models to improve the workflows, analysis, and actions within certain areas of the Software.

ELI essentials (“ELI Essentials™”) are currently available at no additional charge to Customers that have active licenses to use Entrata Redd (voice, chat, and text), Message Center, Reputation Advisor, and/or ProspectPortal. ELI Essentials include the following features: 

• Generative AI: ELI Essentials can analyze and respond to property reviews, draft emails for onsite staff and create marketing content. 

• Facilities App Translation: ELI Essentials translates work orders in Entrata instantly, improving communication between Residents and maintenance teams.

• Ongoing Feature Additions: Additional ELI Essential modules may be made available by Entrata in the future in Entrata’s sole discretion. 

ELI plus (“ELI+^™”) is a premium suite of paid artificial intelligence products that provide more efficiency for Customer’s onsite teams.  ELI+ premium models can automate entire workflows and easily switch between different types of conversations. ELI+ includes the following: 

• Renewals AI: Renewals AI provides notification of an upcoming renewal, interacts with Residents about the renewal and can follow up with Residents to offer incentives, as needed.

• Rent Collection AI: Rent Collection AI streamlines the rent collection process by sending interactive rent reminders during the property's grace period.

ELI Essentials together with ELI+ are collectively hereinafter referred to as “ELI”. 

2. SCOPE OF USE; LIMITATIONS

Customer acknowledges and agrees that use of some of the ELI features are provided through a third-party application not owned by Entrata. Use of such ELI features is subject to an active license to use the Entrata Products and Services that currently incorporate these ELI features. Customer’s use of ELI is further subject to the OpenAI Terms of Use found at https://openai.com/policies/terms-of-use (“OpenAI Terms of Use”) and the OpenAI privacy policy found at https://openai.com/policies/privacy-policy (“OpenAI Privacy Policy”).  By using ELI, Customer agrees to the OpenAI Terms of Use and the OpenAI Privacy Policy.  Customer acknowledges Customer’s use of ELI within the Entrata Software platform will be limited to five hundred (500) generations per day.

As between Entrata and Customer, Customer shall be solely responsible for all information input into the ELI feature and all resulting output created by the ELI. Given the probabilistic nature of machine learning, use of ELI may in some situations result in incorrect output that does not accurately reflect real people, places, correct language translations or facts. Customer must evaluate the accuracy of any output as appropriate for Customer’s use case, including by using human review of the output. Customer is solely responsible for the output derived from the ELI feature. Entrata reserves the right to charge Fees for ELI Essential features by providing Customer with thirty (30) days advanced written notice. Entrata may modify, suspend, or terminate ELI Essential features at any time in its sole discretion.

3. DISCLAIMERS

Entrata may suspend or throttle Customer’s use of the ELI features in the event of excessive use and/or a violation by Customer of the OpenAI Terms of Use and/or this Agreement until such violation ceases and Entrata receives reasonable assurances that such violation will not continue. If Entrata believes, in its sole reasonable discretion, that the ELI is currently being used for criminal activity, in a manner that violates the legal rights of Entrata, its Affiliates, its suppliers, or other third parties, or that the continued operation of ELI puts Entrata its Affiliates, its suppliers, or other third parties in potential danger of data loss, misappropriation, data breach, or catastrophic failure, then Entrata may suspend the Customer’s use of ELI immediately without notice.

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1.1 Scope of Service. Entrata Redd (“Redd”) is an omni-channel virtual leasing assistant that answers communications, collects guest cards, sets appointments, and nurtures, 24/7. Redd may be added 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:

• Voice – automated call answering

• Text – automated text messaging

• Chat – automated online chat messaging 

1.2 Redd Limitations. Entrata may 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.

The Homebody Rent Reporting Services are provided by Entrata through Homebody Insurance Agency, LLC and its Affiliate Simplified Business Group, LLC, also known as Rent Dynamics (hereinafter “Homebody”).

RESPONSIBILITIES OF CUSTOMER

1. Customer shall inform each of its Residents of their automatic enrollment the Homebody Rent Reporting Services, that their participation in the Homebody Rent Reporting Services is at no charge, and that they have the ability to opt-out of participation at any time.

2. Customer shall within ten (10) days of the end of each month provide Homebody with accurate Resident information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Homebody can perform the Services and administer the Homebody Rent Reporting Services. Customer must notify Homebody of and correct any identified errors in Resident Data as soon as reasonably practicable. Homebody shall not be liable for any inaccurate Resident Data received from Customer and reported by Homebody to a Credit Bureau (defined below) prior to Homebody receiving Customer’s notice that Resident Data was inaccurate.

3. Customer shall provide Homebody with technical data, information, access and resources necessary for the delivery of Homebody Rent Reporting Services, including, but not limited to access to any third-party property management software. Homebody shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.

4. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.

RESPONSIBILITIES OF HOMEBODY

1. Homebody shall manage the enrollment of Customer’s Residents in the Homebody Rent Reporting Services and will convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).

2. Provided Customer timely submits Resident Data to Homebody, Homebody will submit Resident Data monthly to at least one Credit Bureau.

3. Homebody shall provide Customer with marketing materials for promotion of the Homebody Rent Reporting Services and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Homebody without prior written consent from Homebody.

4. Homebody shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Homebody within thirty (30) days of receiving written notice of the dispute.

NO LIABILITY

Homebody shall be excused from performing its obligations to the extent Homebody’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.

TERM

Notwithstanding anything contained in the Agreement to the contrary, the term of the Homebody Rent Reporting – Fannie Mae Program commences on the date Customer purchases Homebody Rent Reporting for a particular property and ends 12 months thereafter. For example, if Customer initially purchases Homebody Rent Reporting on January 6 for 5 properties, the term of the program for those 5 properties shall end on January 5 of the following year. If Customer then purchases Homebody Rent Reporting for 3 additional properties on February 12, the term of the program for those 3 additional properties shall end on February 11 of the following year.

FEES

For those properties listed in Schedule 1 of the Sales Order, Homebody shall seek reimbursement from Fannie Mae for the amount set forth in the Sales Order as one-time reimbursement (the “Fee”). The Customer shall have no payment obligations for Homebody Rent Reporting Services provided to those Fannie Mae properties listed on Schedule 1 of the Sales Order.

In the event Customer chooses to pay for the Homebody Rent Reporting Services directly, Homebody shall pay Homebody the Fees set forth in the Sales Order. Upon payment of the Fee and pursuant to an agreement between Homebody and Fannie Mae, Customer shall seek reimbursement from Fannie Mae for its payment of such Fees.

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The Homebody Rent Reporting Services are provided by Entrata through Homebody Insurance Agency, LLC and its Affiliate Simplified Business Group, LLC, also known as Rent Dynamics (hereinafter “Homebody”).

RESPONSIBILITIES OF CUSTOMER

1. Customer shall inform each of its Residents of their automatic enrollment the Homebody Rent Reporting Services, that their participation in the Homebody Rent Reporting Services is at no charge, and that they have the ability to opt-out of participation at any time.

2. Customer shall within ten (10) days of the end of each month provide Homebody with accurate Resident information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Homebody can perform the Services and administer the Homebody Rent Reporting Services. Customer must notify Homebody of and correct any identified errors in Resident Data as soon as reasonably practicable. Homebody shall not be liable for any inaccurate Resident Data received from Customer and reported by Homebody to a Credit Bureau (defined below) prior to Homebody receiving Customer’s notice that Resident Data was inaccurate.

3. Customer shall provide Homebody with technical data, information, access and resources necessary for the delivery of Homebody Rent Reporting Services, including, but not limited to access to any third-party property management software. Homebody shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.

4. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.

RESPONSIBILITIES OF HOMEBODY

1. Homebody shall manage the enrollment of Customer’s Residents in the Homebody Rent Reporting Services and will convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).

2. Provided Customer timely submits Resident Data to Homebody, Homebody will submit Resident Data monthly to at least one Credit Bureau.

3. Homebody shall provide Customer with marketing materials for promotion of the Homebody Rent Reporting Services and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Homebody without prior written consent from Homebody.

4. Homebody shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Homebody within thirty (30) days of receiving written notice of the dispute.

NO LIABILITY

Homebody shall be excused from performing its obligations to the extent Homebody’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.

TERM

Notwithstanding anything contained in the Agreement to the contrary, the term of the Homebody Rent Reporting – Freddie Mac Program commences on the date Customer purchases Homebody Rent Reporting for a particular property and ends 24 months thereafter. For example, if Customer initially purchases Homebody Rent Reporting – Freddie Mac on January 6 for 5 properties, the term of the program for those 5 properties shall end on January 5 two year later. If Customer then purchases Homebody Rent Reporting – Freddie Mac for 3 additional properties on February 12, the term of the program for those 3 additional properties shall end on February 11 two years later.

FEES

For those properties listed in Schedule 1 of the Sales Order, Homebody shall seek reimbursement from Freddie Mac for the aggregated amounts set forth in the Sales Order as one-time reimbursement (the “Fee”). The Customer shall have no payment obligations for Homebody Rent Reporting Services – Freddie Mac provided to those Freddie Mac properties listed on Schedule 1 of the Sales Order.

In the event Customer chooses to pay for the Homebody Rent Reporting Services – Freddie Mac directly, Homebody shall pay Homebody the Fees set forth in the Sales Order. Upon payment of the Fee(s) and pursuant to an agreement between Homebody and Freddie Mac, Customer shall seek reimbursement from Freddie Mac for its payment of such Fees.

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The Homebody Rent Reporting Services are provided by Entrata through Homebody Insurance Agency, LLC and its Affiliate Simplified Business Group, LLC, also known as Rent Dynamics (hereinafter “Homebody”).

RESPONSIBILITIES OF CUSTOMER

1. Customer shall present to each of its Residents – either at lease execution, lease renewal or mid-lease term – the opportunity to enroll in the Homebody Rent Reporting Service.

2. Customer shall require Residents wanting to participate in the Homebody Rent Reporting Services to execute a valid and binding lease addendum between Customer and the Resident that contains the terms set forth below. Customer may not modify the following terms without Entrata’s prior express written consent:

Homebody Rent Reporting Lease Addendum

The Homebody Rent Reporting service is a credit reporting and financial tool provided by Homebody Insurance Agency, LLC and its affiliate Simplified Business Group, LLC, also known as Rent Dynamics (“Homebody”), to report Resident’s rent and/or utility payments due under the Rental Agreement to one or more consumer reporting agencies (e.g., Equifax, TransUnion, and/or Experian). Homebody Rent Reporting is an amenity provided by the property for which all Residents are automatically enrolled. Within three business days of signing this addendum Resident will receive an email from rentreporting@homebody.com with details about the Homebody Rent Reporting service. Should Resident decide not to continue with the Homebody Rent Reporting service, Resident will have one month to opt out without incurring any cost. 

After the first month of Homebody Rent Reporting services, the cost of the Homebody Rent Reporting service is $<x> per month if there is one Resident participating, or a combined service fee of $<y> per month if there are multiple Residents participating.  The monthly fee will be charged with Resident’s rent bill on an automatic recurring basis unless and until Resident cancels. Charges are non-refundable.

After enrolling in Rent Reporting, Resident may cancel the Rent Reporting service at any time, for any or no reason. Continued enrollment in Rent Reporting is entirely optional and is not a condition of your Rental Agreement. Resident may cancel by using the Homebody app, by sending written notice of termination to Homebody at 4205 Chapel Ridge Road, Lehi, Utah 84043 – Attn Rent Reporting Service Charge, or contacting Homebody directly at rentreporting@homebody.com. Resident must cancel no later than ten (10) days before the end of the month to avoid being charged for a subsequent month.

For more information about the Rent Reporting service, please refer to the FAQs located at www.homebody.com/products/rent-reporting or contact Homebody at rentreporting@homebody.com.

By signing below, or electronically accepting through your landlord, Resident is enrolling in Rent Reporting and agrees to the terms and conditions set forth in this addendum and the Rent Reporting terms of use that can be found at homebody.com/legal/terms-conditions. The Rent Reporting services and fees may be altered or otherwise modified by Homebody with thirty (30) days’ advance notice to Resident. Resident’s failure to cancel the Rent Reporting service (as described above) after receiving such notice constitutes acceptance of any such changes. Homebody is an intended third-party beneficiary of this addendum.

If you have any questions, please contact Homebody at rentreporting@homebody.com or 877-577-0850.

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The Homebody Rent Reporting Services are provided by Entrata through Homebody Insurance Agency, LLC and its Affiliate Simplified Business Group, LLC, also known as Rent Dynamics (hereinafter “Homebody”).

RESPONSIBILITIES OF CUSTOMER

1. Customer shall inform Residents that the Homebody Rent Reporting Services is a credit reporting and financial tool sponsored by landlord and provided by Simplified Business Group, LLC, doing business as Homebody, to report a Resident’s rent and/or utility payments made under the Resident’s lease agreement to one or more consumer reporting agencies (e.g., Equifax, TransUnion, and/or Experian). Enrollment in the Homebody Rent Reporting Services is entirely optional and is not a requirement for Resident to enter into a lease agreement with the landlord.

2. Customer shall inform Residents electing to enroll in the Homebody Rent Reporting Services (“Enrolled Residents”) that (a) each Enrolled Resident will be required to comply with the terms and conditions set forth in the Homebody Rent Reporting Terms of Use found at: https://homebody.rentplus.com/auth/login, (b)the Homebody Rent Reporting Services and monthly fees may be altered or otherwise modified by Homebody with thirty (30) days’ advance notice to the Enrolled Resident; (c) an Enrolled Resident may withdraw from participation in the Homebody Rent Reporting Services at any time, and for any or no reason, by either (i) logging in at my.rentplus.com/login and clicking on Account Settings; or (ii) sending written notice of cancellation to Homebody at 91 East 700 South, Logan UT 84321 – Attn Homebody Rent Reporting Services Charge; or (iii) contacting Homebody directly at support@rentplus.com; and (d) an Enrolled Resident must cancel no later than ten (10) days before the end of the month to avoid being charged for the following month.

3. Customer shall bill and collect payment of the applicable monthly fee directly from Enrolled Residents. Customer shall not be relieved of its payment obligations to Homebody for Customer’s failure to collect monthly fees from Residents.

4. Customer shall manage and track the enrollment of its Residents in the Homebody Rent Reporting Services and shall within ten (10) days of the end of each month provide Homebody with accurate information related to each Enrolled Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Homebody can perform the Services and administer the Homebody Rent Reporting Services. Customer must notify Homebody of and correct any identified errors in Resident Data as soon as reasonably practicable. Homebody shall not be liable for any inaccurate Resident Data received from Customer and reported by Homebody to a Credit Bureau (defined below) prior to Homebody receiving Customer’s notice that Resident Data was inaccurate.

5. Customer shall provide Homebody with technical data, information, access and resources necessary for the delivery of Homebody Rent Reporting Services, including, but not limited to access to any third-party property management software. Homebody shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.

6. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.

RESPONSIBILITIES OF HOMEBODY

1. Homebody will review and convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).

2. Provided Customer timely submits Resident Data to Homebody, Homebody will submit Resident Data monthly to at least one Credit Bureau.

3. Homebody shall provide Customer with marketing materials for promotion of the Homebody Rent Reporting Services and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Homebody without prior written consent from Homebody.

4. Homebody shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Homebody within thirty (30) days of receiving written notice of the dispute.

NO LIABILITY

Homebody shall be excused from performing its obligations to the extent Homebody’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.

FEES

Each Enrolled Resident will be required to pay a monthly fee for the Homebody Rent Reporting Services as specified in one or more Sales Orders executed by the Parties (the “Monthly Fee”). The Monthly Fee shall be collected by the Customer. Each month Homebody will issue an invoice to Customer for its portion of the Monthly Fee based on the number of Enrolled Residents. Homebody’ portion of the Monthly Fee shall be set forth on the Sales Order.

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(All customers licensed for Leasing Center must also be licensed for CallTracking)

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:

• 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.

• 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).

• 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.

• 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.

• 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.

• 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.

• 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:

• Record and transmit any requested work orders from Residents.

• 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.

• 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:

• Customer may elect to either reduce or increase a selected call cap at the annual renewal of the Agreement Term; and

• 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 – LEASING CENTER ™

9.1 Use of Entrata Redd – Leasing Center: Entrata Redd – Leasing Center 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 – Leasing Center 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. Entrata Redd – Leasing Center consists of three virtual assistant modules:

• Voice – automated call answering

• Text – automated text messaging 

• Chat – automated online chat messaging 

Calls handled by Entrata Redd – Leasing Center  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 Entrata Redd – Leasing Center. While Entrata Redd – Leasing Center may be added to Leasing Center at no cost to Customer initially, Entrata reserves the right to begin charging Customer for its use of Entrata Redd – Leasing Center by providing Customer with at least sixty (60) days’ advanced written notice. Entrata may also discontinue providing Entrata Redd – Leasing Center 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. Leasing Center Chat

All-hours live chat support provided by Leasing Center at an additional fee as outlined in the Sales Order.

11. Leasing Center Lite Customer may elect to use a lite version of the Leasing Center Service which only supports emergency maintenance call at a significantly reduced call cap. Customers must have Call Tracking to use Leasing Center Lite. Use of Leasing Center Lite includes Entrata Redd – Leasing Center.

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1. SCOPE OF USE

Phone Porting is a Service provided by Entrata to Customers relating to the porting of Customer phone numbers from one phone carrier to another phone carrier. If Phone Porting Services are requested by Customer in connection with Entrata’s services, Customer hereby authorizes Entrata to facilitate the porting of the Customer phone number(s) between the old and new phone carrier. 

2. CUSTOMER OBLIGATIONS

2.1  Limitations. Phone Porting limitations may exist based on the phone carrier the Customer currently uses, the phone carrier they will be transferring to, and whether the numbers are eligible to port. 800 numbers, VOIP services, and specific geographic locations may not allow a number to be portable. Entrata warrants to Customer that it will use commercially reasonable efforts to facilitate the phone porting; however, Entrata does not warrant that the phone numbers will port or operate in combination with any phone carrier selected by Customer. 

2.2 Availability; Costs of Porting. Customer shall be required to inquire with their current phone carrier on the availability of porting a number, and request from the phone carrier to port the desired number to a new carrier. Customer shall provide the necessary information that the old and new phone carrier requires in order to have the number ported. Customer is solely responsible for any fees associated with their existing phone carrier contract, including but not limited to fees and/or other contractual liabilities that may be assessed in connection with requesting the porting of a phone number as contemplated herein. may be charged a fee for porting the number while still under contract. Entrata may also charge a fee for the porting service, as determined in Entrata’s sole discretion. 

2.3 Deactivation with Current Carrier; Potential Downtime. Customer shall not deactivate their number with their current carrier until such a time that the porting process is complete. Customer acknowledges that there may be service downtime during the Phone Porting process and that Entrata shall bear no liability to Customer for this downtime. If Customer discontinues their number before the porting process is complete, Customer will lose the ability to port their number. Once the number is successfully ported, service with Customers old carrier may be deactivated. Entrata bears no responsibility or liability for a number being lost if Customer deactivates their number prematurely. 

3. DISCLAIMER

Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Phone Porting Service. Entrata must rely on third party services to port Customer numbers and in no event shall Entrata be liable for any damages (including, without limitation, lost profits, loss of use, damages for loss of phone number, phone downtime, data or profit or due to business or internet interruption) arising out of or in connection with the use of, or inability to use, Phone Porting. 

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RentPlus Services are provided by Entrata’s Affiliate Simplified Business Group, LLC, doing business as Rent Dynamics, a Utah limited liability company (hereinafter “RentPlus”).

RESPONSIBILITIES OF CUSTOMER

1. Customer shall inform each of its Residents of their automatic enrollment the RentPlus Service, that their participation in the RentPlus Service is at no charge, and that they have the ability to opt-out of participation at any time.

2. Customer shall within ten (10) days of the end of each month provide Rent Dynamics with accurate Resident information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Rent Dynamics can perform the Services and administer the RentPlus Service. Customer must notify Rent Dynamics of and correct any identified errors in Resident Data as soon as reasonably practicable. Rent Dynamics shall not be liable for any inaccurate Resident Data received from Customer and reported by Rent Dynamics to a Credit Bureau (defined below) prior to Rent Dynamics receiving Customer’s notice that Resident Data was inaccurate.

3. Customer shall provide Rent Dynamics with technical data, information, access and resources necessary for the delivery of RentPlus Services, including, but not limited to access to any third-party property management software. Rent Dynamics shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.

4. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.

RESPONSIBILITIES OF RENT DYNAMICS

1. Rent Dynamics shall manage the enrollment of Customer’s Residents in the RentPlus Service and will convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).

2. Provided Customer timely submits Resident Data to Rent Dynamics, Rent Dynamics will submit Resident Data monthly to at least one Credit Bureau.

3. Rent Dynamics shall provide Customer with marketing materials for promotion of the RentPlus Service and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Rent Dynamics without prior written consent from Rent Dynamics.

4. Rent Dynamics shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Rent Dynamics within thirty (30) days of receiving written notice of the dispute.

NO LIABILITY

Rent Dynamics shall be excused from performing its obligations to the extent Rent Dynamics’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.

TERM

Notwithstanding anything contained in the Agreement to the contrary, the term of the RentPlus – Fannie Mae Program commences on the date Customer purchases RentPlus for a particular property and ends 12 months thereafter. For example, if Customer initially purchases RentPlus on January 6 for 5 properties, the term of the program for those 5 properties shall end on January 5 of the following year. If Customer then purchases RentPlus for 3 additional properties on February 12, the term of the program for those 3 additional properties shall end on February 11 of the following year.

FEES

For those properties listed in Schedule 1 of the Sales Order, Rent Dynamics shall seek reimbursement from Fannie Mae for the amount set forth in the Sales Order as one-time reimbursement (the “Fee”). The Customer shall have no payment obligations for RentPlus Services provided to those Fannie Mae properties listed on Schedule 1 of the Sales Order.

In the event Customer chooses to pay for the RentPlus Service directly, Rent Dynamics shall pay Rent Dynamics the Fees set forth in the Sales Order. Upon payment of the Fee and pursuant to an agreement between Rent Dynamics and Fannie Mae, Customer shall seek reimbursement from Fannie Mae for its payment of such Fees.

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The RentPlus Services are provided by Entrata through Homebody Insurance Agency, LLC and its Affiliate Simplified Business Group, LLC, also known as Rent Dynamics (hereinafter “Rent Dynamics”).

RESPONSIBILITIES OF CUSTOMER

1. Customer shall inform each of its Residents of their automatic enrollment the RentPlus Services, that their participation in the RentPlus Services is at no charge, and that they have the ability to opt-out of participation at any time.

2. Customer shall within ten (10) days of the end of each month provide Rent Dynamics with accurate Resident information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Rent Dynamics can perform the Services and administer the RentPlus Services. Customer must notify Rent Dynamics of and correct any identified errors in Resident Data as soon as reasonably practicable. Rent Dynamics shall not be liable for any inaccurate Resident Data received from Customer and reported by Rent Dynamics to a Credit Bureau (defined below) prior to Rent Dynamics receiving Customer’s notice that Resident Data was inaccurate.

3. Customer shall provide Rent Dynamics with technical data, information, access and resources necessary for the delivery of RentPlus Services, including, but not limited to access to any third-party property management software. Rent Dynamics shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.

4. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.

RESPONSIBILITIES OF RENT DYNAMICS

1. Rent Dynamics shall manage the enrollment of Customer’s Residents in the RentPlus Services and will convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).

2. Provided Customer timely submits Resident Data to Rent Dynamics, Rent Dynamics will submit Resident Data monthly to at least one Credit Bureau.

3. Rent Dynamics shall provide Customer with marketing materials for promotion of the RentPlus Services and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Rent Dynamics without prior written consent from Rent Dynamics.

4. Rent Dynamics shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Rent Dynamics within thirty (30) days of receiving written notice of the dispute.

NO LIABILITY

Rent Dynamics shall be excused from performing its obligations to the extent Rent Dynamics’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.

TERM

Notwithstanding anything contained in the Agreement to the contrary, the term of the RentPlus – Freddie Mac Program commences on the date Customer purchases RentPlus for a particular property and ends 24 months thereafter. For example, if Customer initially purchases RentPlus – Freddie Mac on January 6 for 5 properties, the term of the program for those 5 properties shall end on January 5 two year later. If Customer then purchases RentPlus – Freddie Mac for 3 additional properties on February 12, the term of the program for those 3 additional properties shall end on February 11 two years later.

FEES

For those properties listed in Schedule 1 of the Sales Order, Rent Dynamics shall seek reimbursement from Freddie Mac for the aggregated amounts set forth in the Sales Order as one-time reimbursement (the “Fee”). The Customer shall have no payment obligations for RentPlus Services – Freddie Mac provided to those Freddie Mac properties listed on Schedule 1 of the Sales Order.

In the event Customer chooses to pay for the RentPlus Services – Freddie Mac directly, Rent Dynamics shall pay Rent Dynamics the Fees set forth in the Sales Order. Upon payment of the Fee(s) and pursuant to an agreement between Rent Dynamics and Freddie Mac, Customer shall seek reimbursement from Freddie Mac for its payment of such Fees.

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RentPlus Services are provided by Entrata’s Affiliate Simplified Business Group, LLC, doing business as Rent Dynamics, a Utah limited liability company (hereinafter “RentPlus”).

RESPONSIBILITIES OF CUSTOMER

1. Customer shall present to each of its Residents – either at lease execution, lease renewal or mid-lease term – the opportunity to enroll in the RentPlus Service.

2. Customer shall require Residents wanting to participate in the RentPlus Service to execute a valid and binding lease addendum between Customer and the Resident that contains the terms set forth below. Customer may not modify the following terms without Entrata’s prior express written consent:

RentPlus Lease Addendum

The RentPlus service is a credit reporting and financial tool provided by Simplified Business Group, LLC, doing business as Rent Dynamics (“Rent Dynamics”), to report Resident’s rent and/or utility payments due under the Rental Agreement to one or more consumer reporting agencies (e.g., Equifax, TransUnion, and/or Experian). RentPlus is an amenity provided by the property for which all Residents are automatically enrolled. Within three business days of signing this addendum Resident will receive an email from support@rentplus.com with details about the RentPlus service. Should Resident decide not to continue with the RentPlus service, Resident will have one month to opt out without incurring any cost.

After the first month of RentPlus services, the cost of the RentPlus service is $<x> per month if there is one Resident participating, or a combined service fee of $<y> per   month if there are multiple Residents participating. The monthly fee will be charged with Resident’s rent bill on an automatic recurring basis unless and until Resident cancels. Charges are non-refundable.

After enrolling in RentPlus, Resident may cancel the RentPlus service at any time, for any or no reason. Continued enrollment in Rent Reporting is entirely optional and is not a condition of your Rental Agreement. Resident may cancel by sending written notice of termination to Rent Dynamics at 4205 Chapel Ridge Road, Lehi, Utah 84043 – Attn RentPlus Service Charge, or contacting Rent Dynamics directly at support@rentplus.com. Resident must cancel no later than ten (10) days before the end of the month to avoid being charged for a subsequent month.

For more information about the RentPlus service, please refer to the FAQs located at https://www.rentplus.com/faq/ or contact Rent Dynamics at support@rentplus.com.

By signing below, or electronically accepting through your landlord, Resident is enrolling in RentPlus and agrees to the terms and conditions set forth in this addendum and the RentPlus terms of use that can be found at www.rentplus.com/terms-of-use. The RentPlus services and fees may be altered or otherwise modified by Rent Dynamics with thirty (30) days’ advance notice to Resident. Resident’s failure to cancel the RentPlus service (as described above) after receiving such notice constitutes acceptance of any such changes. Rent Dynamics is an intended third-party beneficiary of this addendum.

If you have any questions, please contact Rent Dynamics at support@rentplus.com or 855-388-5314.

3. Customer shall bill and collect payment of the applicable monthly fee directly from Residents enrolled in the RentPlus Service (hereinafter “Enrolled Residents”). Customer shall not be relieved of its payment obligations to Rent Dynamics for Customer’s failure to collect monthly fees from Enrolled Residents.

4. Customer shall manage and track the enrollment of its Residents in the RentPlus Service and shall within ten (10) days of the end of each month provide Rent Dynamics with accurate information related to the Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Rent Dynamics can perform the Services and administer the RentPlus Service. Customer must notify Rent Dynamics of and correct any identified errors in Resident Data as soon as reasonably practicable. Rent Dynamics shall not be liable for any inaccurate Resident Data received from Customer and reported by Rent Dynamics to a Credit Bureau (defined below) prior to Rent Dynamics receiving Customer’s notice that Resident Data was inaccurate.

5. Customer shall provide Rent Dynamics with technical data, information, access and resources necessary for the delivery of RentPlus Services, including, but not limited to access to any third-party property management software. Rent Dynamics shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.

• Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.

RESPONSIBILITIES OF RENT DYNAMICS

1. Rent Dynamics will enroll existing Residents into the RentPlus Service and send communications to existing Residents.

2. Rent Dynamics will review and convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).

3. Provided Customer timely submits Resident Data to Rent Dynamics, Rent Dynamics will submit Resident Data monthly to at least one Credit Bureau.

4. Rent Dynamics shall provide Customer with marketing materials for promotion of the RentPlus Service and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Rent Dynamics without prior written consent from Rent Dynamics.

5. Rent Dynamics shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Rent Dynamics within thirty (30) days of receiving written notice of the dispute.

NO LIABILITY

Customer shall require each Enrolled Resident to pay a monthly fee for the RentPlus Services as specified in one or more Sales Orders executed by the Parties (the “Monthly Fee”). The Monthly Fee shall be collected by Customer. Each month Rent Dynamics will issue an invoice to Customer for Customer’s portion of the Monthly Fee based on the number of Enrolled Residents. Rent Dynamics’ portion of the Monthly Fee shall be set forth on the Sales Order.

In the event Customer chooses to pay for the RentPlus Service directly, Rent Dynamics shall charge Customer the Fee listed in the Sales Order and all Residents in a given unit will receive the benefits and features of RentPlus.

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RentPlus Services are provided by Entrata’s Affiliate Simplified Business Group, LLC, doing business as Rent Dynamics, a Utah limited liability company (hereinafter “RentPlus”).

RESPONSIBILITIES OF CUSTOMER

1. Customer shall inform Residents that the RentPlus Service is a credit reporting and financial tool sponsored by landlord and provided by Simplified Business Group, LLC, doing business as Rent Dynamics, to report a Resident’s rent and/or utility payments made under the Resident’s lease agreement to one or more consumer reporting agencies (e.g., Equifax, TransUnion, and/or Experian). Enrollment in the RentPlus Service is entirely optional and is not a requirement for Resident to enter into a lease agreement with the landlord.

2. Customer shall inform Residents electing to enroll in the RentPlus Services (“Enrolled Residents”) that (a) each Enrolled Resident will be required to comply with the terms and conditions set forth in the RentPlus Terms of Use found at: www.rentplus.com/terms-of-use, (b) the RentPlus Service and monthly fees may be altered or otherwise modified by Rent Dynamics with thirty (30) days’ advance notice to the Enrolled Resident; (c) an Enrolled Resident may withdraw from participation in the RentPlus Service at any time, and for any or no reason, by either (i) logging in at my.rentplus.com/login and clicking on Account Settings; or (ii) sending written notice of cancellation to Rent Dynamics at 91 East 700 South, Logan UT 84321 – Attn RentPlus Service Charge; or (iii) contacting Rent Dynamics directly at support@rentplus.com or 855-388-5314; and (d) an Enrolled Resident must cancel no later than ten (10) days before the end of the month to avoid being charged for the following month.

3. Customer shall bill and collect payment of the applicable monthly fee directly from Enrolled Residents. Customer shall not be relieved of its payment obligations to Rent Dynamics for Customer’s failure to collect monthly fees from Residents.

4. Customer shall manage and track the enrollment of its Residents in the RentPlus Service and shall within ten (10) days of the end of each month provide Rent Dynamics with accurate information related to each Enrolled Resident and such Resident’s associated rent/utility payment data (“Resident Data”) for the prior month so that Rent Dynamics can perform the Services and administer the RentPlus Service. Customer must notify Rent Dynamics of and correct any identified errors in Resident Data as soon as reasonably practicable. Rent Dynamics shall not be liable for any inaccurate Resident Data received from Customer and reported by Rent Dynamics to a Credit Bureau (defined below) prior to Rent Dynamics receiving Customer’s notice that Resident Data was inaccurate.

5. Customer shall provide Rent Dynamics with technical data, information, access and resources necessary for the delivery of RentPlus Services, including, but not limited to access to any third-party property management software. Rent Dynamics shall have no liability or risk for any errors, disruption or other problems with the Services attributable to the content, accuracy, completeness or consistency of any information or other resources supplied by Customer.

6. Customer shall designate an individual to serve as a principal point of contact to timely provide answers to questions, technical consultation, information, and acceptances.

RESPONSIBILITIES OF RENT DYNAMICS

1. Rent Dynamics will review and convert Resident Data received from Customer into the respective formats required by Experian, Transunion, and/or Equifax (each a “Credit Bureau”).

2. Provided Customer timely submits Resident Data to Rent Dynamics, Rent Dynamics will submit Resident Data monthly to at least one Credit Bureau.

3. Rent Dynamics shall provide Customer with marketing materials for promotion of the RentPlus Service and provide basic training for Customer’s leasing staff. Customer may not modify any materials provided by Rent Dynamics without prior written consent from Rent Dynamics.

4. Rent Dynamics shall mediate each dispute relating to Resident Data filed by Customer’s Residents with the Credit Bureaus or submitted directly to Rent Dynamics within thirty (30) days of receiving written notice of the dispute.

NO LIABILITY

Rent Dynamics shall be excused from performing its obligations to the extent Rent Dynamics’ performance is materially prevented or hindered by: (a) the failure by Customer, Customer’s personnel or any Customer third-party contractor to materially perform its tasks related to the Services; (b) unreasonable, untimely, inaccurate, or incomplete information from Customer; or (c) the failure of any Customer hardware or software, including any third-party property management software.

FEES

Each Enrolled Resident will be required to pay a monthly fee for the RentPlus Services as specified in one or more Sales Orders executed by the Parties (the “Monthly Fee”). The Monthly Fee shall be collected by the Customer. Each month Rent Dynamics will issue an invoice to Customer for its portion of the Monthly Fee based on the number of Enrolled Residents. Rent Dynamics’ portion of the Monthly Fee shall be set forth on the Sales Order.

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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 "Card Associations" means all card associations, including but not limited to Visa, Discover, MasterCard, and American Express.  

1.5 "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.

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

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

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

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

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

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

1.12 "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.

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

1.14 "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.

1.15 "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.

1.16 "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.

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

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

1.19 "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.

1.20 "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 and any other program or requirement that may be published and/or mandated by the Card Associations or card issuers from time to time.  The Card Associations make excerpts of their Rules available online, including via: 

• https://www.mastercard.us/en-us/business/overview/support/rules.html; 

• https://usa.visa.com/support/consumer/visa-rules.html; 

• https://www.americanexpress.com/merchantopguide; 

• https://www.discoverglobalnetwork.com/content/dam/discover/en_us/dgn/pdfs/MIT-Implementation-Guide.pdf. 

The NACHA Operating Rules and Guidelines and each applicable Card Association’s complete Rules are incorporated by reference into these ResidentPay Terms & Conditions and will control with respect to any conflict in terms between these ResidentPay Terms & Conditions and such Rules. 

1.21 "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.

1.22 "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.

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

1.24 "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.

1.25 "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. On an ongoing basis, Customer agrees to promptly provide Entrata with the current address of Customer and each of the Properties covered under the Agreement including all “doing business as” (DBA) names used by the Customer and such Properties.

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. To the extent Entrata is a Third-Pary Sender, Entrata is acting as Payment Processor’s authorized delegate with respect to Oregon Payor 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 and is currently sponsored by Fifth Third Bank, the acquirer as such term is defined by the Card Associations and entity ultimately responsible for Entrata and the Payment Processor’s compliance with the Rules with respect to credit and debit card Transactions, and Fifth Third Bank’s processor, WorldPay, LLC (having its principal place office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384). Entrata and the Payment Processor are entering into these ResidentPay Terms & Conditions on behalf of, and as an agent of, Fifth Third Bank and WorldPay, LLC. 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 authorizes Entrata to conduct checks of Customer’s background, credit, or banking information, as necessary, and agrees that all information obtained under these ResidentPay Terms & Conditions may be shared with a Card Association. 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).  In addition to complying with each Card Association’s obligations or prohibitions related to acceptance, disbursement, or resubmission of a transaction, Customer may not submit any illegal, fraudulent, or unauthorized transaction and shall only submit transactions for the sale of its own goods or services, and not any other person or company, and may not receive payment on behalf of or, unless authorized by law, redirect payments to any other party. 

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 (i) Customer is not knowingly submitting a Transaction that is illegal or that Customer should have known was illegal; and (ii) Customer has an agreement in place with Payor whereby:

• the Payor authorized the debiting and/or crediting of its accounts by Customer,

• each Transaction is for an amount agreed upon by the Payor in such agreement, and

• each Transaction is in all other respects properly authorized and 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

• debit any applicable amount from Customer's settlement bank account,

• debit any applicable Fee from Customer's settlement bank account, and

• 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.

4.18 Use of Marks. Customer may use the trademarks and service marks of the Card Associations as provided by the Rules and subject to the sole discretion and approval of Entrata and Payment Processor. Entrata and Payment Processor reserve the right to require the Customer to make changes to its website or otherwise to comply with the Rules. Upon termination of the Payment Services, Customer agrees that it shall no longer use such marks or anything similar thereto.

4.19 Cardholder Data and Notice of Data Breach. Customer acknowledges and agrees that it is responsible for its employees’ actions, it will notify Entrata of any third party that will have access to cardholder data, and it will immediately report all instances of a data breach to Entrata immediately after it reasonably identifies an incident.

4.20 Third Party Beneficiary Rights. Customer covenants that it is not a third-party beneficiary under any agreement with a Card Association, however, a Card Association may be a third-party beneficiary of these ResidentPay Terms & Conditions, and shall have the rights, but not any obligation, necessary to fully enforce the terms of these ResidentPay Terms & Conditions against the Customer.

4.21 Acceptance of Cards. Customer will not discriminate against Cards or Issuers (e.g., limited acceptance options) except in full compliance with the Rules, and will comply with all Rules, applicable laws, and regulations related to its business operations, PCI-DSS obligations, the use of a Card Association’s marks, and each transaction acquired hereunder. Customer expressly agrees that it will accept Cards and protect, utilize, or restrict transaction data, including the magnetic stripe and CVV2, in accordance with the terms of these ResidentPay Terms & Conditions, applicable law or regulation, and the Rules, and will cooperate with any audit requested by a Card Association until such audit is completed.

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.

6. TERMINATION

6.1 By Entrata and Payment Processor. Entrata and Payment Processor may terminate or modify a Customer’s use of the Payment Services if (i) instructed to terminate or modify by a Card Association; (ii) Entrata or Payment Processor is no longer registered as a payment facilitator with the Card Associations; and/or (iii) Entrata and/or Payment Processor’s acquirer is no longer a customer or has a valid license with the Card Associations.

7. AMERICAN EXPRESS CARD ACCEPTANCE

7.1 American Express Liability. CUSTOMER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AMERICAN EXPRESS, ITS AFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO CUSTOMER FOR ANY DAMAGES, LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE PAYMENT SERVICES.

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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

• a financial institution,

• a Federal Reserve Bank or a Federal Home Loan Bank, or

• the Treasury of the United States. The term Check also includes:

  • a demand draft drawn on a state or local government that is not payable at or through a financial institution,

  • a United States Postal Service money order, and

  • 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:

Customer shall be responsible for training its Users in the use of the Product.

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)

Customer will not process any:

• Third-party Checks,

• Check that is irregular in any way,

• Check that has been returned unpaid for any reason,

• Check that is more than six (6) months old,

• Check drawn on a foreign bank or payable in a foreign currency,

• Check made payable to cash,

• 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,

• Demand drafts or remotely created Checks, or

• "Substitute Check" as such term is defined in the Laws and Regulations.

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:

• 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

• Handle, process, maintain and destroy Checks as set forth in Section 5.1 and in the Documentation.

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.

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.

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.

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.

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:

• only authorized personnel shall have access to Checks, and

• 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.

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 Statement of Work. 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.

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:

• Entrata or Payment Processor has preliminarily verified that, in its sole discretion, the image quality of the Imaged Items is acceptable,

• all Imaged Item information is complete,

• the deposit totals are balanced to the Imaged Item information provided for the deposit; and

• 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. OVERVIEW

ResidentPay Rolling Reserve (“Faster Funds Settlement”) is an add-on benefit available to select ResidentPay® Customers, allowing them to receive ResidentPay settlement distributions according to an expedited schedule as described herein.

2. CUSTOMER OBLIGATIONS

2.1 Requirements. To enable Faster Funds Settlement, Customer must meet the following requirements. Should Entrata determine, in its reasonable discretion, that Customer no longer meets all of the below requirements, Entrata may, at its sole option, but after reasonable notice thereof, revert to its standard settlement delay times, either on a Property-by-Property basis or portfolio-wide as the case may warrant:

1. Customer's average payment return rate must be less than three percent (3%), or underwriting must otherwise indicate a low risk of returned payment volume, in Entrata’s sole judgment;

2. Upon Entrata’s reasonable request therefor, Customer must submit three to six months of recent bank statements reflecting daily balances for the associated settlement bank account(s);

3. Customer must furnish and maintain current beneficial owner information for each Licensed Property and funding bank account;

4. Licensed Properties must be residential properties; Entrata may review and approve mixed-use and commercial properties on a case-by-case basis, in its sole discretion;

2.2. Faster Settlements. Subject to the above requirements, Entrata will settle the majority of payments paid to Customer via ResidentPay on a 1-2-1 delay schedule (rather than the standard 2-3-2 delay schedule). This means ACH and Check21 payments will be settled to Customer’s account(s) one banking day after payment, and credit/debit card payments will be settled two banking days after payment; in each case provided payment is made prior to 5:30 pm Eastern Time.

2.3 Rolling Reserve. A percentage of Customer's funds will be held to the standard 2-3-2 settlement schedule, calculated using the following formula: the percentage of returns from the prior two months, multiplied by the average payment amount from the prior month, multiplied by the number of payments from the prior month. This amount generally ranges from 0.5% - 3%. Because the formula is calculated based on recent data, as returns trend downward, the amount of funds held on the standard schedule will decrease. When no historical data exists (i.e. a new merchant account), then Entrata's portfolio average return rate will be used. The amount of funds and number of payments held to the standard settlement schedule will decline as payments are settled to Customer’s account(s), and the reserve will replenish as new payments come in. All whole payments exceeding the reserve amount will settle on the faster 1-2-1 schedule.

2.4 Merchant Account Fee Collection. If Entrata is unable to debit merchant account fees, or in the event of material merchant account or license fee collection issues, Entrata may revert all payments to the standard 2-3-2 delay schedule.

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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. Where possible, Entrata shall read such submeters and other energy allocation devices remotely (via the internet or other technology). In the event Entrata must be physically present to read Customer’s submeters and/or other energy allocation devices, Customer agrees to pay Entrata $2.00 per unit per utility per month to manually read submeters or other energy allocation devices plus any direct costs associated with accessing submeter data (the “Manual Submeter Read Fee”). Customer shall pay such Manual Submeter Read Fees in accordance with the terms of the Agreement. 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. Unless otherwise agreed upon by Entrata in writing, implementation of the ResidentUtility Services shall begin immediately after execution of the Sales Order and commence within ninety (90) days. In order to implement the ResidentUtility Services described above, Entrata will coordinate with Customer on an implementation schedule and to collect necessary information. Customer agrees to appoint a project manager to assist with implementation of the ResidentUtility Service. 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. If the Energy Star Benchmarking Service is purchased by the Customer, 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 (or other timeframe agreed upon by Entrata); 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 $150 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 in its sole discretion, 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: (i) not implemented due to Customer’s unresponsiveness during the implementation process, or (ii) terminated or discontinued prior to their expiration for any reason other than Entrata’s uncured breach or insolvency, Customer hereby agrees to pay liquidated damages to Entrata as outlined in this Section. Such damages shall be calculated as follows:  (a) in the event of termination within the first 12 months of the Term or Renewal Term or failure to implement, 24 times the highest monthly Fees charged (or estimated to be charged in the case of failure to implement) within the six billing periods immediately preceding such termination; (b) in the event of termination between months 13 and 24 of the Term or Renewal 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 or Renewal 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 “Security Requirements” document, which is included below 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:

• Finicity’s ability to collect Consumer Credentials through the User Interface;

• 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

• 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.

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The Snappt Integration connects ResidentVerify with Snappt’s fraud detection services. Use of the Snappt Integration requires Customer to enter into an active, paid agreement for fraud detection services with Snappt directly. As part of this process, Customer agrees that ResidentVerify may share Customer’s information with Snappt to facilitate execution of such agreement. 

Capitalized terms shall have the same meaning as found in the ResidentVerify terms, which Customer agrees to in conjunction with use of the Snappt Integration.

In connection with determining whether to lease real property to a Potential Lessee, the Potential Lessee will provide application information within the Entrata Software. If Customer has entered into an agreement with Snappt, at a given point in the application process a Potential Lessee will be directed to a Snappt document upload portal, and will be required to accept the Snappt online terms. Only pdf bank statements and pay stubs generated directly from an applicant’s financial institution or payroll provider’s website are covered by Snappt’s services. All other documents cannot be scored by Snappt and will be returned via the Provider portal as ‘insufficient documentation’. Once the Potential Lessee has uploaded the required information to Snappt, the Potential Lessee will be returned to the Entrata Software to complete the application.

Customer authorizes ResidentVerify and Snappt to share data provided by Potential Lessees in connection with the Snappt Integration and as part of preparing a consolidated Consumer Report for each Potential Lessee, which will be delivered by ResidentVerify to Customer. Customer represents and warrants that data provided by Potential Lessees will be requested and used by Customer solely for “permissible purposes” as that term is defined in the FCRA, and Customer will not request or use such information for any purpose prohibited by law.

Customer agrees that it is solely responsible and liable for any decision made with respect to a Potential Lessee’s application.

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The security requirements included in this document represent the minimum security  requirements acceptable to ResidentVerify and are intended to ensure that an End User (i.e., any other organization engaging with ResidentVerify) has appropriate controls in place to protect information and systems, including any information that it receives, processes, transfers, transmits, stores, delivers, and / or otherwise accesses on behalf of ResidentVerify.

DEFINITIONS

"Reseller Information” means ResidentVerify highly sensitive information whether property of ResidentVerify or another consumer reporting agency (e.g., Experian) and provided to End User, includes, by way of example and not limitation, data, databases, application software, software documentation, supporting process documents, operation process and procedures documentation, test plans, test cases, test scenarios, cyber incident reports, consumer information, financial records, employee records, and information about potential acquisitions, and such other information that is similar in nature or as mutually agreed in writing, the disclosure, alteration or destruction of which would cause serious damage to ResidentVerify’s reputation, valuation, and / or provide a competitive disadvantage to Reseller or upstream consumer reporting agencies.

“Resource” means all End User devices, including but not limited to laptops, PCs, routers, servers, and other computer systems that store, process, transfer, transmit, deliver, or otherwise access the Reseller Information.

1. Information Security Policies and Governance

End User shall have Information Security policies and procedures in place that are consistent with the practices described in an industry standard, such as ISO 27002 and / or this Security Requirements document.

2. Vulnerability Management

Firewalls, routers, servers, PCs, and all other resources managed by End User (including  physical, on-premise or cloud hosted infrastructure) will be kept current with appropriate security specific system patches. End User will perform regular penetration tests to further assess the security of systems and resources. End User will use end-point computer malware detection / scanning services and procedures.

3. Logging and Monitoring

Logging mechanisms will be in place sufficient to identify security incidents, establish individual accountability, and reconstruct events. Audit logs will be retained in a protected state (i.e., encrypted, or locked) with a process for periodic review.

4. Network Security

End User will use security measures, including anti-virus software, to protect communications systems and networks device to reduce the risk of infiltration, hacking, access penetration by, or exposure to, an unauthorized third-party.

5. Data Security

Third Party will use security measures, including encryption, to protect ResidentVerify provided data in storage and in transit to reduce the risk of exposure to unauthorized parties.

6. Remote Access Connection Authorization

All remote access connections to End User internal networks and / or computer systems will require authorization with access control at the point of entry using multi-factor authentication. Such access will use secure channels, such as a Virtual Private Network (VPN).

7. Incident Response

Processes and procedures will be established for responding to security violations and unusual or suspicious events and incidents. End User will report actual or suspected security violations or incidents that may affect ResidentVerify to ResidentVerify within twenty-four (24) hours of End User’s confirmation of such violation or incident.

8. Identification, Authentication and Authorization

Each user of any Resource will have a uniquely assigned user ID to enable individual  authentication and accountability. Access to privileged accounts will be restricted to those people who administer the Resource and individual accountability will be maintained. All default passwords (such as those from hardware or software vendors) will be changed immediately upon receipt.

9. User Passwords and Accounts

All passwords will remain confidential and use ‘strong’ passwords that expire after a maximum of 90 calendar days. Accounts will automatically lockout after five (5) consecutive failed login attempts. 

10. Training and Awareness

End User shall require all End User personnel to participate in information security training and awareness sessions at least annually and establish proof of learning for all personnel.

11. ResidentVerify’s Right to Audit

End User shall be subject to remote and / or onsite assessments of its information security controls and compliance with these Security Requirements.

[End of Exhibit A to ResidentVerify Terms]

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1. SCOPE OF USE

Customer may use, as part of its independent decision-making, the Revenue Management Product as an input among others it considers to help price units at an optimal rent through setting its management business rules. The Product will help Customer forecast occupancy, lease starts, and lease expirations, and it will also provide improved pricing suggestions and occupancy data management and processes. The Product will augment Customer’s individual ability to independently increase its revenue while targeting optimal occupancy levels through the use of transparent pricing methodology and processes as well as Customer’s data and publicly available data.

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 Revenue Management Product. Once trained, Customer is responsible to review the optimized rent pricing suggestions based on the move-in day of the week, and choose the starting rent that will be optimized, before the optimal rent pricing suggestions are automated. The Administrative System is intended and licensed for use by Customer, but not third parties.

2.2 Review of Pricing Suggestions. When the system is in "Manual Review" mode, Customer is required to review all rent pricing suggestions before the rent pricing suggestions are posted. Bugs, mistakes, updates, and outages by Entrata may result in pricing suggestions being generated and pre-populated incorrectly. Customer agrees and acknowledges that if Customer has failed to review the rent pricing suggestions 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 suggestions, 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 suggestions.

2.3 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using Customer’s own data as well as competitive data comparisons of what Entrata or Customer determines may be similarly situated companies based on Customer’s data and publicly available data. The rent pricing suggestions from this Product for Customer do not factor in non-public information from other companies, and non-public information of Customer will not be factored into rent pricing suggestions for other Entrata customers. Customer agrees not to supply to Entrata any non-public information that Customer may have regarding other companies. Customer also agrees that any publicly available information supplied to Entrata by Customer after the execution of the Agreement related to this Product may be used by Entrata in an anonymized manner and in aggregate with other data to provide services related 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. Customer also agrees not to attempt to identify the source(s) of any anonymized data used by Entrata with 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.

2.6 Notice of Erroneous Pricing Suggestions. Customer shall regularly, promptly, and independently review all pricing suggestions 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 suggestions that Customer believes are 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 Revenue Management 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 Revenue Management Product 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 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 data and information for internal comparable data analysis in furthering the functionality of the Revenue Management Product.

3.4 Product Delivery. Entrata will deliver the Revenue Management 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 pursuant to the terms of the Agreement.

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 Revenue Management Product.

3.6 Consulting. Should Customer purchase Revenue Management with Consulting, Entrata shall consult with Customer through the Term of the Agreement to optimize the Revenue Management Product. Such consulting will include:

• Proactive monthly Product optimization performance check-ins for all of Customer’s Properties. 

• Ad-hoc calls to review Product, as needed.

• Bi-annual recommendations to optimize Customer’s use of the Product to achieve Customer’s objectives.

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1. SCOPE OF USE

Customer may use, as part of its independent decision-making, the Student Revenue Management Product as an input among others it considers to help price units at an optimal rent through setting its management business rules, specifically for Customer’s Student Properties. The Product will help Customer forecast occupancy, lease starts, and lease expirations, and it will also provide improved pricing suggestions and occupancy data management and processes. The Product will augment Customer’s individual ability to independently increase its revenue while targeting optimal occupancy levels through the use of transparent pricing methodology and processes as well as Customer’s data and publicly available data.

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 suggestions based on the move-in day of the week, and choose the starting rent that will be optimized, before the optimal rent pricing suggestions are automated. The Administrative System is intended and licensed for use by Customer, but not third parties.

2.2 Review of Pricing Suggestions. When the system is in "Manual Review" mode, Customer is required to review all rent pricing suggestions before the rent pricing suggestions are posted. Bugs, mistakes, updates, and outages by Entrata may result in pricing suggestions being generated and pre-populated incorrectly. Customer agrees and acknowledges if Customer has failed to review the rent pricing suggestions 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 suggestions, 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 suggestions.

2.3 Comparable Data. Customer agrees that this Product is contingent upon Entrata accessing and using Customer’s own data as well as competitive data comparisons of what Entrata or Customer determines may be similarly situated companies based on Customer’s data and publicly available data. The rent pricing suggestions from this Product for Customer do not factor in non-public information from other companies, and non-public information of Customer will not be factored into rent pricing suggestions for other Entrata customers. Customer agrees not to supply to Entrata any non-public information that Customer may have regarding other companies. Customer also agrees that any publicly available information supplied to Entrata by Customer after the execution of the Agreement related to this Product may be used by Entrata in an anonymized manner and in aggregate with other data to provide services related 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. Customer also agrees not to attempt to identify the source(s) of any anonymized data used by Entrata with 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. 

2.6 Notice of Erroneous Pricing Suggestions. Customer shall regularly, promptly, and independently review all pricing suggestions 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 suggestions that Customer believes are 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 Student Revenue Management Product. Entrata may also post reports in the Administrative System and send reports of transactions to Customer via email, if requested by Customer.

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 Product 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 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 data and information for internal 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 in 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 pursuant to the terms of the Agreement.

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 Revenue Management Product.

3.6 Consulting. Should Customer purchase Student Revenue Management with Consulting, Entrata shall consult with Customer through the Term of the Agreement to optimize the Student Revenue Management Product. Such consulting will include:

• Proactive monthly Product optimization performance check-ins for all of Customer’s Properties. 

• Ad-hoc calls to review Product, as needed.

• Bi-annual recommendations to optimize Customer’s use of the Product to achieve Customer’s objectives.

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