Welcome to Entrata and to the Product Specific Terms home page. This site contains the terms and conditions applicable to Customer’s use of the specific software products, and services (hereinafter “Products”) Customer has contracted with Entrata, Inc. (“Entrata”) to receive. The general terms and conditions are contained in the Software License and Maintenance Agreement (“Agreement”) signed by Customer and Entrata, which references and incorporates these terms. In the event of a conflict between the Agreement and any Product Specific Terms, these Product Specific Terms shall govern. Unless otherwise specifically stated in an Amendment, Addendum or Statement of Work, all Products shall commence on the Effective Date of the Amendment, Addendum or Statement of Work and run coterminously with the Agreement.

Customer agrees that Entrata may provide the Products and Services described herein by itself or through an Entrata Affiliate in conformity with the terms of the Agreement. Certain Products may only be offered through an Entrata Affiliate, in which case such Entrata Affiliate shall be solely responsible for providing the Product. All obligations of Entrata and its Affiliates related to any such Products are several and not joint, and in no event shall Entrata or one of its Affiliates have any liability or obligation with respect to the acts or omissions of any other Entrata Affiliate providing Products under Product Specific Terms. Customer agrees to look solely to the Entrata Affiliate providing the Product with respect to any obligations, breaches, acts, omissions, loss, damage, liability, or expense arising out of or in connection with such Product. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Please use the navigation menu to review the terms and conditions that apply to Customer. Note that the Product Specific Terms are subject to change, so we recommend that Customer check back frequently for the most up-to-date information. If changes are made to these Product Specific Terms, we will notify you by revising the date at the top of this page. Unless otherwise noted, the updated Product Specific Terms will be effective immediately, and your continued use of our Products confirm your acceptance of the changes. Capitalized terms not defined herein shall have the same meanings as set forth in the Agreement.

Entrata^® Academy & Entrata^® Academy Elite

Entrata^® BillPay

Entrata^® Core

Entrata^® Accounting^™ & Advanced Budgeting

Entrata^® Commercial

Entrata^® Redd

Entrata^® Student^™

Digital Marketing Services

Invoice Processing Services

Job Costing

InspectionManager^™

ResidentPay^®

ResidentPay^® Check Scanning

ProspectPortal^®, ResidentPortal & Redd Chatbot

Prospect Follow-Up

ILS Portal^®

Craigslist Posting

Site Tablet^®

ReputationAdvisor^™

Social Media (Facebook Integration)

SEO Services

SEO Dashboard^™

SEM Services

Message Center

CallTracking ( fka Call Tracker^™ )

Parcel Alert^™

Lobby Display^™

LeaseExecution^™

LeaseExecution Lite^™

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

Lead Management^™

CallAnalysis^™

Revenue Management (fka Entrata^® Pricing^™

Student Revenue Management^™

Pricing Services^™

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

Entrata^® Affordable^™

Resident Support Premium

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

Deposit Alternative (fka DepositInsure)

Master Policy (fka MasterInsure)

Renters Insurance (fka ResidentInsure)

RentPlus – In Lease (Resident or Customer Funded)

RentPlus – Opt-In

RentPlus – Fannie Mae

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

Homebody Rent Reporting^® - Fannie Mae

Entrata^® Layered Intelligence

1. OVERVIEW

Entrata Academy is Entrata’s learning management system that provides engaging training courses. With Entrata Academy, users can become proficient in managing day-to-day tasks within the platform, as well as earn certifications in different specialties, like Leasing Workflow, Leasing Setup, and others. Entrata Academy content helps teams save time with a hands-off approach to training new associates and keeping current employees up to speed. Entrata Academy’s enhanced reporting features give managers insight into each learner’s training progress and can help optimize consistency amongst team training overall.

Once added to Customer’s Agreement, the selected tier of Entrata Academy will apply to all of customer’s Properties on a go-forward basis and shall be billed to Customer on a per unit basis. Entrata Academy Elite cannot be downgraded to Entrata Academy during Term of the Agreement. Each tier of Entrata Academy comes with the ability to run four (4) standard reports and allows Customer to build custom reports.

1. In addition to Entrata’s Documentation, the Entrata Academy tier will have access to Entrata’s standard, micro learning and interactive courses.
2. In addition to all the courses within the Academy tier, the Entrata Academy Elite tier will come with Entrata’s Elite certification content and access to training webinar recordings.

2. SCOPE OF USE

Entrata Academy will contain courses relating to Customer’s use of the Platform. While Customer may not upload its own content at this time, Customer may be allowed to upload content for its users to view in the future. In addition to those obligations found under this Entrata Academy Section of the Product Terms and Conditions, Customer shall not knowingly, and shall not knowingly permit others, in using the Entrata Academy Services to: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or Entrata, or interfere with another party’s use of the Services; or (ii) transmit or upload any Material through the Entrata Academy Services containing viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing Entrata’s, or any other person’s or entity’s, network, computer system, or other equipment.

Entrata has no obligation to monitor the Customer’s use of the Services; however, Entrata reserves the right, upon confirmation of material non-compliance with the terms of the Agreement, to monitor such use, and to review, retain and disclose any information as necessary to ensure compliance with the terms of the Agreement, and to satisfy or cooperate with any applicable law or regulation, or duly served legal process or governmental request.

All Services will be provided by Entrata and its Affiliates directly or through a third party supplier. In the event such Services are provided through a third party supplier, Entrata shall remain primarily responsible for performance of its obligations under the Agreement. Use of Entrata Academy will not be subject to any uptime SLAs in place under the Agreement. Customer acknowledges that certain maintenance activities regarding Entrata Academy may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. Entrata will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours.

3. DISCLAIMERS

Use of Entrata Academy requires a modern web browser that supports cookies and JavaScript. Entrata neither represents nor warrants that the Services will be accessible through all web browser releases or all versions of tablets, smartphones, or other computing devices. Entrata Academy currently support the following browsers https://www.docebo.com/online-training-lmssystem-requirements/ (which is subject to change, in Entrata’s sole discretion).

Entrata may suspend the Entrata Academy Services, upon notice and a reasonable opportunity to cure, in the event of a material violation by the Customer of the 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 Entrata Academy Service is being currently used for criminal activity, in a manner that violates the legal rights of Entrata, its Affiliates or its suppliers or other third party, or is experiencing an actual data loss or data misappropriation, or that the continued operation of the Entrata Academy Software in potential danger of data loss, data breach, or catastrophic failure, then such suspension may occur prior to the giving of such notice to the Customer.

4. INTELLECTUAL PROPERTY RIGHTS

No Intellectual Property Rights to the Entrata Academy Software, Service or content hosted by Entrata therein is transferred to Customer under this Section of the Entrata Academy Product Terms and Conditions. Use of Entrata Academy shall be subject to the Grant of Rights outlined in the Agreement. All title, ownership rights, and Intellectual Property Rights in Customer Data that the Customer owns, and/or that the Customer or its users upload to the Entrata Academy Services, will remain owned exclusively by the Customer, or other third party(ies), as the case may be.

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1. RESPONSIBILITIES OF CUSTOMER

1.1 Administrative System. Entrata will provide Customer will be given a login and password (hereinafter “Access Credentials”) that allow Customer to administrate over certain functionality of the Software for the Entrata Core Product.

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

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

2. RESPONSIBILITIES OF ENTRATA

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

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

3. DISCLAIMERS, INDEMNIFICATION, WARRANTIES

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

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

1. directly or indirectly caused by Customer's actions or omissions;

2. the result of unauthorized access to the Product by use of Customer's Access Credentials or account;

3. the result of a transaction or dispute between any third party unrelated to Entrata (including any Property owner or tenant) and Customer; or

4. as a result of a breach of Customer's representations, warranties, or covenants hereunder.

4. INTELLECTUAL PROPERTY RIGHTS

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

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1. RESPONSIBILITIES OF CUSTOMER

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

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

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

2. RESPONSIBILITIES OF ENTRATA

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

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

3. DISCLAIMERS, INDEMNIFICATION, WARRANTIES

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

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

1. directly or indirectly caused by Customer's actions or omissions;

2. the result of unauthorized access to the Product by use of Customer's Access Credentials or account;

3. the result of a transaction or dispute between any third party unrelated to Entrata (including any Property owner or tenant) and Customer; or

4. as a result of a breach of Customer's representations, warranties, or covenants hereunder.

4. INTELLECTUAL PROPERTY RIGHTS

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

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OVERVIEW

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

1. SCOPE OF USE

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

2. RESPONSIBILITIES OF ENTRATA

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

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

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

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

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

3. RESPONSIBILITIES OF ENTRATA

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

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

4. DISCLAIMER; COMPLIANCE WITH LAW.

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

5. INTELLECTUAL PROPERTY RIGHTS

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

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1.1 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:

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

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.

1. RESPONSIBILITIES OF CUSTOMER

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

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

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

2. RESPONSIBILITIES OF ENTRATA

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

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

3. DISCLAIMERS, INDEMNIFICATION, WARRANTIES

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

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

1. directly or indirectly caused by Customer's actions or omissions;

2. the result of unauthorized access to the Product by use of Customer's Access Credentials or account;

3. the result of a transaction or dispute between any third party unrelated to Entrata (including any Property owner or tenant) and Customer; or

4. as a result of a breach of Customer's representations, warranties, or covenants hereunder.

4. INTELLECTUAL PROPERTY RIGHTS

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

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Unless Customer and Entrata have previously signed an Amendment or Addendum for the Digital Marketing Services Products, these terms govern the use of the Digital Marketing Services, including the paid ads Services, the SEO Services, ReputationAdvisor, and Marketing Strategy Hub provided by Entrata.

DEFINITIONS

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

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

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

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

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

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

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

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

SCOPE OF SERVICES

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

RESPONSIBILITIES OF CUSTOMER

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

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

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

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

RESPONSIBILITIES OF ENTRATA

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

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

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

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

DISCLAIMER

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

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

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

OVERVIEW

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

DEFINITIONS

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

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

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

INVOICE PROCESSING SERVICE

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

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

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

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

CUSTOMER’S OBLIGATIONS

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

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

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

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

OVERVIEW AND SCOPE OF USE

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

DEFINITIONS

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

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

REPORTS

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

USE OF SERVICES

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

CONTENT RESPONSIBILITY

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

RESPONSIBILITIES OF ENTRATA

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

DRAW REQUESTS

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

DISCLAIMERS, INDEMNIFICATION AND WARRANTY

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

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

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1. SCOPE OF USE

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

2. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

3. RESPONSIBILITIES OF ENTRATA

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

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

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

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

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

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

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

4. DISCLAIMERS

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

5. INTELLECTUAL PROPERTY RIGHTS

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

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1. DEFINITIONS

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

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

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

1. a financial institution,
2. a Federal Reserve Bank or a Federal Home Loan Bank, or
3. the Treasury of the United States. The term Check also includes:
   • 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:

1. Third-party Checks,

2. Check that is irregular in any way,

3. Check that has been returned unpaid for any reason,

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

5. Check drawn on a foreign bank or payable in a foreign currency,

6. Check made payable to cash,

7. Check which is drawn on a deposit account of Customer at any financial institution, or a deposit account of any business entity of which Customer is a principal, officer or authorized signer,

8. Demand drafts or remotely created Checks, or

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

Entrata's or Payment Processor’s processing of any Imaged Items that do not meet the definition of Check ("Non-qualifying Items") shall not constitute a waiver by Entrata or Payment Processor or obligate them to process such Non-qualifying Items in the future. Customer will:

1. Ensure that Checks are processed to permit only financial institutions to acquire rights of a holder in due course in the collection process of Imaged Items, and
2. Handle, process, maintain and destroy Checks as set forth in Section 5.1 and in the Documentation.

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:

1. only authorized personnel shall have access to Checks, and

2. that the information contained on such Checks or on any corresponding Imaged Items are not disclosed to third parties. Upon request, Customer will, within 48 hours, provide any retained Check (or a sufficient copy of the front and back of the Check) to Entrata. Customer will use a commercially reasonable method which is consistent with any requirements of the Laws and Regulations and approved by Entrata to destroy Checks after the retention period set forth in this Section has expired.

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:

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

2. all Imaged Item information is complete,

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

4. Entrata or Payment Processor has successfully performed all further validation routines with respect to the deposit. Notwithstanding the foregoing, Imaged Items received by Entrata or Payment Processor for deposit may be rejected by Entrata or Payment Processor in Entrata's or Payment Processor’s sole discretion. Imaged Items will be processed and ready for presentment by Entrata or Payment Processor after it receives all acceptable digitized images and associated data for any given transmission from Customer. Entrata and Payment Processor will use commercially reasonable efforts to present Imaged Items for payment within a reasonable period of time following such receipt.

6. SECURITY PROCEDURES

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

7. CUSTOMER REPRESENTATIONS AND WARRANTIES

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

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

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

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

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1. DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

2. SCOPE OF USE

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

3. WEBSITE HOSTING SERVICES

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

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

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

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

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

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

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

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

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

4. SETUP, IMPLEMENTATION, CONTENT, ACCESSIBILITY

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

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

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

the inclusion in any Website of any information, message, posting, or other Content that is illegal, obscene, pornographic, offensive, lewd, violent, misleading, fraudulent, drug-related, disparaging, unpatriotic, infringing, or inappropriate in the reasonable opinion of Entrata, or that may expose Customer or Entrata to any liability, or

1. the inclusion in any Website of any link or direction to any of the foregoing, or
2. the use of any Product or a Website for any purpose that is outside the scope of the Agreement or that is unlawful or in conflict with the Agreement.

4. Redd Chatbot. Redd Chatbot is available as a paid add-on for those Customers who have an existing contract for ProspectPortal. Redd Chatbot is only available to users while on the ProspectPortal website. Websites that activate Redd Chat can use its AI-powered chat feature to help property staff answer simple questions. Redd Chatbot can be activated to:

1. Schedule a tour in person (guided & self-guided) or virtually.
2. Request real-time pricing and availability.
3. Get answers to questions about amenities and community information.
4. Submit guest card information.

5. RESPONSIBILITIES OF CUSTOMERS

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

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

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

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

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

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

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

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

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

6. DESIGNS; DOMAIN NAMES

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

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

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

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

7. RESPONSIBILITIES OF ENTRATA

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

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

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

8. PHOTOGRAPHY

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

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

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

9. SOCIAL MEDIA (FACEBOOK INTEGRATION)

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

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

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Prospect Follow-Up is an email and call follow-up service offered by Entrata’s Leasing Center team. This Service allows Entrata’s leasing agents to contact your leads that have requested new or additional information via outbound email and/or calls. This Service requires a subscription to ProspectPortal.

1. DEFINITIONS

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

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

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

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

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

2. SCOPE OF USE

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

3. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

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

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

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

4. SETUP, IMPLEMENTATION, CONTENT, ACCESSIBILITY

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

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

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

the inclusion in any Website of any information, message, posting, or other Content that is illegal, obscene, pornographic, offensive, lewd, violent, misleading, fraudulent, drug-related, disparaging, unpatriotic, infringing, or inappropriate in the reasonable opinion of Entrata, or that may expose Customer or Entrata to any liability, or

1. the inclusion in any Website of any link or direction to any of the foregoing, or
2. the use of any Product or a Website for any purpose that is outside the scope of the Agreement or that is unlawful or in conflict with the Agreement.

5. RESPONSIBILITIES OF ENTRATA

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

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

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

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

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1. DEFINITIONS

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

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

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

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

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

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

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

2. SCOPE OF USE

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

3. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

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

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

4. RESPONSIBILITIES OF ENTRATA

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

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

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

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

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1. DEFINITIONS

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

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

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

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

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

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

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

2. SCOPE OF USE

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

3. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

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

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

4. RESPONSIBILITIES OF ENTRATA

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

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

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

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

5. DISCLAIMER

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

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1. OVERVIEW

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

2. SCOPE OF USE

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

3. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

4. RESPONSIBILITIES OF ENTRATA

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

Reviews and Reports. Entrata agrees to display on Customer's interface all reviews (including overall star ratings) of Customer and/or its Properties posted by end users of ApartmentRatings.com, Yelp, Google, Entrata Sites, and other online review sites, and to provide Customer with aggregated review information, via Entrata's platform.

Social Media and Response Posting. Entrata agrees to provide Customer the ability to post content directly to various social media, as well as respond directly to reviews posted to any Entrata Site.

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

5. DISCLAIMER

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

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

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

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1. SCOPE OF USE

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

2. RESPONSIBILITIES OF CUSTOMER

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

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

3. RESPONSIBILITIES OF ENTRATA

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

4. DISCLAIMER

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

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1. DEFINITIONS

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

2. SCOPE OF USE

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

3. RESPONSIBILITIES OF CUSTOMER

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

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

4. RESPONSIBILITIES OF ENTRATA

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

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

4.3 Features. The SEO Services features are described on the attached Exhibit B.

5. DISCLAIMER

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

EXHIBIT B

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1. DEFINITIONS

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

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

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

3. RESPONSIBILITY FOR CONTENT

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

4. RESPONSIBILITIES OF ENTRATA

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

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

5. DISCLAIMER

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

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

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

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1. DEFINITIONS

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

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

2. SCOPE OF USE

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

3. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

4. RESPONSIBILITIES OF ENTRATA

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

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

5. DISCLAIMER

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

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

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

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1. DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

2. SCOPE OF USE

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

3. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

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

4. RESPONSIBILITIES OF ENTRATA

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

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

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

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

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

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

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1. SCOPE OF USE

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

2. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

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

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

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

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

3. RESPONSIBILITIES OF ENTRATA

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

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

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

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

4. DISCLAIMERS

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

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

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1. SCOPE OF USE

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

2. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

3. RESPONSIBILITIES OF ENTRATA

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

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

4. DISCLAIMERS

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

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

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

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(Use of LeaseExecution requires a license for ResidentPortal)

1. DEFINITIONS

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

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

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

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

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

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

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

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

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

2. SCOPE OF USE

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

3. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

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

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

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

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

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

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

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

4. DISCLAIMERS

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

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

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(Use of LeaseExecution Lite requires a license for ResidentPortal)

1. DEFINITIONS

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

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

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

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

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

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

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

2. SCOPE OF USE

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

3. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

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

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

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

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

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

4. DISCLAIMERS

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

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

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1. SCOPE OF USE

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

The leasing agent dashboard in which the leasing agent may see real time reports of how many outstanding open leads they are responsible for and allow the agent to manage and view messages, voicemails, collect prospect information in the inbox, and communicate with leads. It will facilitate the planning, scheduling and managing of all lead activities, and provide reporting metrics for the same. The automated dashboard will create to-do items based on the leasing workflow, including completed applications, signed leases and upcoming renewals. The lead details will be sorted into various columns. The dashboard will include a Google calendar display and will allow Customer and agent to manage upcoming events, reminders, tasks, appointments, application approval, lease generation and approval, emails, lead assignment, and closed leads per occurrence or in bulk.

A detailed lead history tool that displays a complete history regarding individual leads from the time they were opened. The leasing agent will also be able to send emails directly to each lead from the lead view interface.

Management reporting tools will allow leasing agents to track their own personal performance and will allow managers to track the performance of each agent and office. Customer may use a computer to access the Lead Management Product via the internet or any of the Entrata portals for the number of Properties, at the rates, and subject to the fees stated in the Statement of Work. Entrata will provide the Product to facilitate the simplification of managing the potential residents / leads by capturing applicant and lead information and allowing for reporting and tracking of the lead.

2. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

3. RESPONSIBILITIES OF ENTRATA

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

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

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

4. DISCLAIMERS

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

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1. SCOPE OF USE

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

2. RESPONSIBILITIES OF CUSTOMER

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

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

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

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

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

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

3. RESPONSIBILITIES OF ENTRATA

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

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

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

4. DISCLAIMERS

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

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

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1. SCOPE OF USE

Customer may use, 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.

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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. 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, errors, mistakes, updates, and outages by Entrata may result in pricing suggestions being generated and pre-populated incorrectly. Customer agrees and acknowledges that it is responsible for any mistakes, errors, and/or liability arising from Customer’s failure to review such rent pricing suggestions. 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. 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. Customer should consult its own attorney with respect to Customer’s compliance with all applicable laws and regulations.

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 Product.

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

3. RESPONSIBILITIES OF ENTRATA

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

3.2 Accuracy of Information. Entrata will use commercially reasonable, good faith efforts to ensure that any information submitted through the system is accurate. Upon written notification of any problems, Entrata will use commercially reasonable, good faith efforts to correct any data integrity or errors caused by the 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 to Customer over the Internet. The pricing and calculation methods will be optimized and delivered or otherwise made available to Customer in United States Dollars, exclusive of any fees, taxes, concessions, amenities, specials, or the like, which Customer may charge or deduct, independent of the rent. 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. Entrata representatives will use commercially reasonable efforts to train and provide support to Customer regarding the use of the Software. This support may include customer support and/or software updates, upgrades, enhancements, or modifications to the Student Revenue Management Product.

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1. SCOPE OF USE

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

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

2. EVALUATION AND MANAGEMENT

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

Conference Call: Participate in conference calls with Product Manager and stakeholders.

Ad-Hoc Call / Email: Occasionally asked to contribute feedback to process design, requirement, and feature adjustments.

Testing: Once usability testing is ready, test with 1 to 3 emails and phone calls.

Feedback Sessions: Constructive dialogue, as needed, with Product and CSM.

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Resident Support Premium is a Service that provides a 1-800 number that will appear on the Resident’s portal login page. This number connects Residents with Entrata’s Resident Support team to assist login or other Resident support questions. Resident Pay must be purchased in connection with Resident Support Premium.

1. DEFINITIONS

1.1 “Access Control Device(s)” means the third party hardware products that are compatible with the Software, procured directly by Customer from such third party, including any associated software therewith, for the purpose of granting or limiting physical access within or on the premises of a Licensed Property.

1.2 “Residents” means Customer’s tenants dwelling at a Licensed Property.

1.3 “Software” means, for the purposes of this Access Connect Common Areas and Units Section of the Product Terms only, the computer programs, applications, controls, websites, and third party integrations created by Entrata and provided to Customer, in any form, in conjunction with the Access Control Devices.

2. SCOPE

The Access Control Common Areas and Access Control Common Areas and Units (hereinafter “Access Controls Software”) is designed to work with the Access Control Devices, to provide convenient, alternate electronic access to Customer-designated areas of Licensed Properties to Residents and other users, as determined by Customer.

3. OBLIGATIONS OF USER

3.1 Access. During the Terms of the Agreement, Customer and Residents will grant Entrata full and free access to the Access Control Devices and Software, both physically and via remote network communication, to allow Entrata to perform under this Addendum at such reasonable times, and in such reasonable manner, as may be required by Entrata.

4. OBLIGATIONS OF ENTRATA

4.1 Technical Assistance. Entrata will provide Customer such technical assistance as Entrata may deem necessary to properly operate the Software. Entrata will provide Customer with all requirements to be run by Customer. Entrata shall not be responsible, however, to provide technical assistance with regard to the Access Control Devices themselves, nor shall Entrata be liable for any expenses incurred by Customer for technical assistance or support of the Access Control Devices themselves. Entrata may, at any time and for any reason, remotely access and control any of the Access Control Devices installed at a Licensed Property in order to test their functionality and operability, and to obtain data regarding their use and status.

4.2 Modifications. During the Term of the Agreement, Entrata will undertake to make such modifications and improvements to the Software as deemed appropriate by Entrata and provide the same to Customer; provided, however, Entrata is not obligated to make any modifications or improvements which it does not deem necessary or advisable. Entrata may make modifications to the Software at any time in its reasonable discretion.

5. DATA ACCESS

Customer acknowledges that Entrata may access, analyze, store, and utilize any data (including Customer or Resident behavior and other information) communicated by the Software and Access Control Devices. Such data collected shall be the sole property of Entrata, and Customer shall have no claims of ownership of such data. If additional or new Software releases are required, Entrata will define such changes and provide such Software.

6. OWNERSHIP AND SOFTWARE LICENSE

6.1 Ownership. Customer acknowledges that Entrata retains ownership of all right, title, and interest to the Software. Entrata retains all intellectual property rights to the Software and any Entrata-created documentation (including without limitation, all patent rights, design rights, copyrights and trade secret rights) subject to the Software license granted under the Agreement.

7. CUSTOMER WARRANTIES

Customer hereby warrants that: (a) Customer has obtained at its own cost a reliable Internet connection reasonably sufficient to make use of the Access Control Devices and Software; and (b) Customer has obtained the cooperation of, and any necessary consents from, all impacted Residents (or others) to use the Access Control Software.

8. TAX AND INSURANCE BENEFITS

By installing and using certain Access Control Devices at Customer’s Licensed Property(ies), Customer may be eligible to receive certain Federal, State, or local tax rebates, deductions, or credits, insurance discounts, or other benefits (“Benefits”). Any such Benefits are the sole responsibility of Customer to claim, and Entrata does not provide information about such Benefits or guarantee the availability of any Benefits. It is possible the installation and use of certain Access Control Devices may also disqualify Customer from receiving Benefits to which Customer may otherwise be entitled. Entrata bears no responsibility, and shall not be liable, for any such lost Benefits.

9. DISCLAIMER OF WARRANTY

THE SOFTWARE FURNISHED TO USER HEREUNDER IS PROVIDED "AS IS". ENTRATA MAKES AND USER RECEIVES FROM ENTRATA NO WARRANTIES IN CONNECTION WITH THE SOFTWARE, OR MODIFICATIONS OR IMPROVEMENTS THERETO, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE COMMUNICATED FROM ENTRATA TO CUSTOMER OR RESIDENTS. ENTRATA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

10. LIMITED LIABILITY AND WAIVER OF DAMAGES

ENTRATA SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY (INCLUDING RESIDENTS) FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING IN ANY WAY OUT OF CUSTOMER'S OR RESIDENTS' USE OF THE SOFTWARE, EVEN IF CUSTOMER OR ITS RESIDENTS FOLLOWED OR RELIED UPON ANY INSTRUCTIONS OR DIRECTIONS PROVIDED BY ENTRATA CONCERNING SUCH USE. IN NO EVENT SHALL ENTRATA OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, EVEN IF ENTRATA HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF ENTRATA OR ITS SUPPLIERS UNDER OR ARISING OUT CUSTOMER’S USE OF THE ACCESS CONTROL SOFTWARE SHALL BE LIMITED TO TEN THOUSAND DOLLARS ($10,000).

11. INDEMNIFICATION

In addition to those indemnities found under the Agreement, Customer shall indemnify, defend, and hold harmless Entrata, its owners, officers, employees, and agents, from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs, and expenses (including attorneys’ fees) arising from claims by any third party (including, but not limited to, Residents) against Entrata that are the result of unauthorized control of the Access Control Devices, or access to the Software, by use of the Customer’s or its Residents’ passwords, accounts, or devices.

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Insurance Services are provided by Entrata’s Affiliate, Homebody Insurance Agency, LLC (hereinafter “Entrata”). Insurance Services are subject to the following terms and conditions.

Definitions

(a) “Agreement” means this Deposit Alternative Section of the Product Terms and Conditions, whereby Entrata, as a duly licensed insurance agent, will facilitate the issuance of the Policy by the Insurer to the Customer.

(b) “Applicable Law” means state, federal and local laws, regulations, rules, ordinances, judgments, decrees, temporary and permanent injunctions, writs, codes, administrative rulings, orders and directives of any court, governmental agency or entity with legal jurisdiction over the parties.

(c) “Enrolled” or “Enrollment” means the Customer’s inclusion of the Unit as covered under the Policy following the Resident’s execution of a deposit waiver form, whereby the Resident elects to pay additional, specified monthly (or other periodic) amounts instead of providing the traditional upfront deposit.

(d) “Fees” means the insurance premiums and all fees, charges, or other payments specified in this Deposit Alternative Section of the Product Terms and Conditions.

(e) “Insurer” means the duly licensed and rated commercial insurance carrier issuing the Deposit Alternative Policy to Customer.

(f) “Marketing Materials” are the printed or electronic vehicles potentially available to prospective or existing Residents. This encompasses all marketing and advertising vehicles that are reasonably expected to inform and make the procurement of Insurance readily available to Residents.

(g) "Marketing Platform" includes Customer's grounds on the real properties, the offices in the rental properties, any Customer websites or online Resident portals, including ResidentPortal and ProspectPortal, and any other means utilized to disperse advertising and Marketing Materials and documents, as further defined in 10 below.

(h) “Policy” is defined as the rental deposit alternative contractual liability insurance policy held by Customer.

(i) “Policy Documents” is defined as the insurance policy documents issued by the Insurer upon binding the Customer’s Policy.

(j) “Resident” means the occupant(s), or potential occupant(s) of the rental properties owned and / or managed by Customer.

(k) “Unit” means the specific rental property room that is the subject of a deposit waiver form that is executed by the Resident and the Customer.

Agreed Terms

In consideration of the mutual undertakings, promises, and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Entrata and Customer agree as follows:

1. Deposit Alternative Insurance. Deposit Alternative is a rental deposit alternative contractual liability insurance policy, held by Customer, that gives the Customer the ability to include Units under the coverage provided by the Policy, provided the Resident has executed the deposit waiver form and elected to pay additional, specified monthly (or other periodic) amounts in lieu of providing the traditional upfront deposit. The Policy shall be maintained by Customer in its name, pursuant to the Policy terms, and Entrata will create and post charges for each Unit for which Enrollment is requested; Entrata will then invoice Customer for each Unit Enrolled under the Policy.

1. Customer’s Obligations. Customer must (i) timely pay the premiums and fees outlined in Section 2 (below), (ii) ensure all lease language with Residents of Units covered by the Policy complies with all Applicable Laws with regard to the provision of insurance products; and (iii) ensure Customer’s compliance with Applicable Laws and regulations. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for Customer’s failure to comply with its obligations under this Agreement.
2. Program Characterization. For the avoidance of doubt, no insurance coverage is being offered to the Residents under the Deposit Alternative program and Residents are not covered as insureds under the Policies. Instead, the Customer is the sole insured under the Policy and coverage applies to the Customer solely with respect to covered amounts related to Units Enrolled under the Policy.

2. Entrata’s Obligations. Entrata will (i) present Customer’s Residents, through the leasing process, with the option of completing a deposit waiver from in lieu of a traditional rental deposit, (ii) create and post charges to the ledger for each Unit for which Enrollment is requested under the Policy; (iii) ensure all Enrollments and other requests for coverage are properly documented and sent to the Insurer; (iv) deliver to Customer the Policy and Policy Documents issued by the Insurer upon binding; and (v) collect all premiums and Fees directly from Customer for all insurance coverage under the Policy.

1. Premiums and Fees. Entrata will issue invoices to Customer outlining the Fees to be charged for the Services provided hereunder. All amounts invoiced to Customer for the Policy must be paid in U.S. dollars by direct debit of an account designated by Customer as detailed in the Property List attached to the Amendment adding the Deposit Alternative Service, and pursuant to Customer’s selected coverages. All amounts payable to Entrata under this Agreement must be paid in full without any setoff, deduction, or withholding for any reason. Entrata may charge Customer an insufficient funds or returned check fee, up to the maximum allowed by law, if Customer’s bank draft is dishonored or returned for insufficient funds or any other reason. All amounts remaining unpaid after the applicable due date will accrue interest, from the applicable due date until paid, at a rate equal to the lesser of 1.5% per month or the highest contract interest rate allowed by law.
2. Premiums. No Fees will be charged until the first Enrollment has been completed under this Agreement. Customer will pay to Entrata all applicable Fees for the insurance coverages contemplated hereunder. Customer hereby acknowledges and agrees that (i) Policy premiums are dictated by the Insurer; (ii) the exact premium amount per Enrollment will be specified in the Policy Documents; and (iii) Policy premiums are calculated in accordance with Customer’s selections for desired coverage.

3. Suspension of Policy. Entrata may suspend Customer’s Policy if Customer fails to pay an invoice. Should Entrata suspend the Policy, Customer must promptly pay all outstanding amounts to restore coverage. If the Policy is suspended for any reason, Customer may lose insurance coverage in accordance with the terms of the Policy, and the Policy may be reinstated only at the discretion of the Insurer. Any suspension of the Policy does not constitute a breach of contract by Entrata, nor does it release Customer from this Agreement. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for any damages arising out of suspension of the Policy.

4. Deposit Alternative Software. Entrata will provide to Customer access to certain software modules, within Customer’s Entrata environment, that allows Customer, among other things, to; (a) manage and report on Unit Enrollment in the Deposit Alternative program and under the Policy, (b) charge an administration fee periodically based on the premium frequency, and (c) communicate coverage activity.

5. Exclusive Marketing. During the Term of this Agreement, Customer shall grant to Entrata the exclusive right to utilize Customer’s Marketing Platform for the purpose of marketing the Deposit Alternative service to Customer’s residents and prospective residents. For this purpose, Customer’s Entrata will create, develop, and properly distribute all Marketing Materials, including any printed or electronic vehicles reasonably expected to inform and make Deposit Alternative readily available to prospective and existing Residents to Customer. Upon written notification, Entrata will use commercially reasonable efforts to correct any problems or errors in any of the Marketing Materials it provides.

6. Addition or Removal of Properties. Customer may add a property by executing an Amendment or Sales Order with Entrata; provided that, Customer may only remove properties from the list of properties covered by the Agreement if Customer loses management or ownership of the property.

7. Termination By Entrata if unprofitable. If, in Entrata's discretion, a property covered by this Agreement is unprofitable, Entrata may terminate such property by giving Customer forty-five (45) days' advanced written notice. In the event of termination under this Section 7, Entrata shall no longer offer Enrollments for the Residents of such property going forward. Existing Enrollments, if any, shall continue until terminated in accordance with Section 7 of this Agreement.

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Insurance Services are provided by Entrata’s Affiliate, Homebody Insurance Agency, LLC (hereinafter “Entrata”). Insurance Services are subject to the following terms and conditions.

1. Insurance Verification Services. Insurance Verification is a data entry and management service (the “Service”), provided by Entrata, to verify that the insurance policy documents provided by Residents meet Customer’s renter’s insurance requirements, and to ensure material changes to such policies are recorded and properly managed. Entrata will review residents’ insurance policy documents and enter key information into the Entrata Administrative System (software provided by Entrata, Inc. (“Entrata”) in accordance with a software license and maintenance agreement between Entrata and Customer), including: Entrata information, policy numbers, policy limits and deductibles, covered occupants, start and end dates, and other pertinent information. Customer will be invoiced a per-unit rate by Entrata for the provision of the Service.

1. Entrata’s Obligations: Entrata will (i) provide to Customer access to certain software modules, within Customer’s Entrata environment, that allow Customer, among other things, to (a) document and review Residents’ insurance policies, and (b) receive and manage third party policy notifications (the “RI Software”); (ii) enter material information from uploaded renter’s insurance policies into the RI Software; and (iii) update such information from time to time in accordance with notices received from insurers regarding material changes (including cancellations) to such policies.
2. Customer’s Obligations: Customer must (i) require, via lease agreement language between Customer and Residents, that all renter’s insurance policies include (a) either Entrata or the Property as a named interested party (a.k.a. additional interest) and (b) Entrata’s address, PO Box 477 Lehi, UT 84043, as the interested party address (regardless of whether Entrata or the Property is the named interested party); (ii) ensure lease agreement language pertaining to insurance requirements and options complies with all applicable laws and regulations; and (ii) ensure any fees charged by Customer to Residents to cover Customer’s costs of the Service are in accordance with applicable laws and regulations. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for Customer’s failure to comply with its obligations under this section.

2. Use with Master Policy. Should Customer utilize the Service in conjunction with Entrata’s Master Policy Program, it may become necessary or advisable to increase Customer’s Properties’ gap coverage to allow for backdated coverage. In such event, an additional endorsement to the Master Policy may be presented by Entrata to Customer for signature.

3. Payment of Fees. All amounts payable to Entrata under this Addendum must be paid in full within 30 days of invoicing, in U.S. dollars, without any setoff, deduction, or withholding for any reason. Entrata may charge Customer an insufficient funds or returned check fee, up to the maximum allowed by law, if Customer’s bank draft is dishonored or returned for insufficient funds or any other reason. All amounts remaining unpaid after the applicable due date will accrue interest, from the applicable due date until paid, at a rate equal to the lesser of 1.5% per month or the highest contract interest rate allowed by law. Entrata may suspend the Service if Customer fails to pay any invoice within 30 days of notice from Entrata that such invoice is past due. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for any damages arising out of suspension of the Service.

4. DISCLAIMERS; LIMITATION OF LIABILITY

1. DISCLAIMER. ENTRATA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS, AND HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE INSURANCE VERIFICATION SERVICE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ENTRATA BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE SERVICE.
2. LIMITATION OF LIABILITY. IN NO EVENT WILL ENTRATA, ITS PARENT COMPANY, AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, STOCKHOLDERS OR AFFILIATES BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, OR LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED UPON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.

5. Indemnification. Customer shall indemnify and defend Entrata and its officers, directors, employees, parent company and representatives against, and hold them harmless from (a) any claims or allegations arising from Customer’s failure to comply with the terms of this Addendum, and (b) any judgments, awards, settlements, damages, expenses, losses, attorneys’ fees, and costs arising from or relating to any such claims or allegations.

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Insurance Services are provided by Entrata’s Affiliate, Homebody Insurance Agency, LLC (hereinafter “Entrata”). Insurance Services are subject to the following terms and conditions.

1. Definitions

(a) “Applicable Law” means state, federal and local laws, regulations, rules, ordinances, judgments, decrees, temporary and permanent injunctions, writs, codes, administrative rulings, orders and directives of any court, governmental agency or entity with legal jurisdiction over the parties.

(b) “Fees” as used in this Exhibit, means the insurance premiums and all fees, charges, or other payments specified in this Agreement.

(c) “Insurer” means the insurance carrier issuing the Master Policy Policy(ies) to Customer.

(d) “Policy” is defined as the rental deposit alternative contractual liability insurance policy held by Customer that gives Customer’s Residents the option to purchase rental deposit insurance thereunder.

(e) “Policy Documents” is defined as the insurance policy documents issued by the Insurer upon binding the Customer’s Policy.

(f) “Resident” means the occupant(s), or potential occupant(s) of the rental properties owned and / or managed by Customer.

2. Provision of Services

2.1 Overview of Master Policy Program. The Master Policy program is a form of contractual liability insurance policy and management system through which Customer can obtain and manage coverage for specific apartment units (“Master Policy”). For its use of Master Policy, Customer will be invoiced a flat per-unit rate by Entrata, based upon Customer’s desired coverages, which Customer may elect to recover from its Residents where allowed by applicable law.

3. Customer’s Obligations

3.1 Customer’s Obligations. Customer must (i) ensure all Master Policy settings within the Master Policy Software are up-to-date and accurate; (ii) ensure all Residents’ proof of insurance information within the Entrata Administrative System is up-to-date and accurate; (iii) timely pay the premiums and fees outlined in the Sales Order, (iv) ensure all lease language with Residents covered by Master Policy complies with all Applicable Laws with regard to the provision of insurance products, including, but not limited to providing adequate notice of insurance coverage options; and (v) ensure all passing of premiums and other fees to Residents is in accordance with Applicable Laws and regulations. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for Customer’s failure to comply with its obligations under this section.

3.2 Customer Recovery of Fees. In addition to recovering the costs of the Master Policy program, Customer will have sole discretion to charge lease violation or other fees to its Residents, which fees may only be charged in accordance with Applicable Law, and may not be presented to Residents as a premium for renter’s insurance coverage. In the event Customer’s Residents request reimbursement for any amounts charged by Customer in accordance with this section, such reimbursement will be Customer’s sole responsibility. Customer shall indemnify and defend Entrata and its officers, directors, employees, parent company and representatives against, and hold them harmless from (a) any claims or allegations arising from Customer’s failure to comply with the terms of this section, and (b) any judgments, awards, settlements, damages, expenses, losses, attorneys’ fees, and costs arising from or relating to any such claims or allegations.

4. Entrata’s Obligations

4.1 Entrata’s Obligations. Entrata will (i) provide Customer the necessary Master Policy Software; (ii) ensure all requests for coverage under Master Policy are sent to the insurance carrier; (iii) deliver to Customer the policy documents issued by the Insurer upon binding such policies; and (iv) collect all premiums and fees from Customer for Customer’s use of the Software, and for insurance coverage under Master Policy.

4.2 Master Policy Software. Entrata will provide to Customer access to certain software modules, within Customer’s Entrata environment, that allow Customer, among other things, to (a) manage the enrollment and removal of units from Master Policy coverage, (b) communicate coverage activity, (c) post lease charges to Resident ledgers (where applicable), and (d) receive and manage third party policy notifications.

4.3 Integration with Third Party Software. If applicable, and in accordance with the Agreement , Entrata will provide integration to Entrata accounting software or, if requested, Entrata will make commercially reasonable efforts to integrate data with other property management software. At minimum, Entrata will provide a report of scheduled charges available for export via property management software.

5. Fees

5.1 Premiums and Fees. All amounts invoiced to Customer must be paid by direct debit of an account designated by Customer as required by the Agreement, and pursuant to Customer’s selected insurance Policy and coverages. For the insurance coverages contemplated hereunder, Customer will pay to Entrata the monthly premium amount specified by the Insurer, which amount has been separately quoted to Customer as a per-unit premium. Customer hereby acknowledges and agrees that (i) premiums are dictated by the Insurer; (ii) the exact premium amount will be specified in the Policy Documents; and (iii) premiums are calculated in accordance with Customer’s selections for desired coverage.

5.2 Administration Fee. In addition to the monthly premium amounts invoiced to Customer in accordance with the Policy Documents, Entrata will invoice to Customer, and Customer will pay to Entrata, a monthly administration fee, in the amount specified in the Amendment adding the Master Policy Product, for the services provided by Entrata, including Entrata’s provision of the Master Policy Software. The administration fee is not charged by the Insurer and does not constitute a part of the premium.

5.3 Suspension of Master Policy. Entrata may suspend Master Policy if Customer fails to pay an invoice. Should Entrata suspend Master Policy, Customer must promptly pay all outstanding amounts. If Master Policy is suspended for any reason, Customer may lose insurance coverage in accordance with the terms of the Policy Documents, and Master Policy may be reinstated only at the discretion of the Insurer. In the event of suspension, Entrata does not guarantee continuous insurance coverage in the event Customer wishes to have a Policy reinstated. Any suspension of Master Policy does not constitute a breach of contract by Entrata, nor does it release Customer from the Agreement. Entrata will not be liable to Customer, Customer’s Residents, or any other third party for any damages arising out of suspension of Master Policy.

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Insurance Services are provided by Entrata’s Affiliate, Homebody Insurance Agency, LLC (hereinafter “Entrata”). Insurance Services are subject to the following terms and conditions.

Definitions

(a) “Agreement” means this Renters Insurance Exhibit, whereby Entrata will offer Customer’s Residents a convenient vehicle to procure insurance that is necessary to satisfy Residents’ obligations under Customer's lease agreements, where Customer has implemented the Requirement Clause.

(b) “Applicable Law” means state, federal and local laws, regulations, rules, ordinances, judgments, decrees, temporary and permanent injunctions, writs, codes, administrative rulings, orders and directives of any court, governmental agency or entity with legal jurisdiction over the parties.

(c) “Customer” means the operating apartment entity or investment vehicle that is responsible for the management and /or ownership, or any other related responsibilities as a Dwelling Unit Entrata to Residents.

(d) “Dwelling Unit” means a residential rental unit on the property owned or managed by Customer.

(e) “Insurance” means the renter’s insurance, renter’s liability insurance, or any other insurance-related products, offered by Entrata.

(f) “Insured” means an individual or corporate entity which is insured under the terms of the Insurance.

(g) “Marketing Materials” are the printed or electronic vehicles potentially available to prospective or existing Residents. This encompasses all marketing and advertising vehicles that are reasonably expected to inform and make the procurement of Insurance readily available to Residents.

(h) "Marketing Platform" includes Customer's grounds on the real properties, the offices in the rental properties, Resident’s email, phone or SMS contact information, any Customer websites or online Resident portals and any other means utilized to disperse advertising and Marketing Materials and documents, as further defined in 4.3 below.

(i) “Requirement Clause” means Customer's contractual statements to Residents relating to Customer's insurance requirements, as stated in Customer's lease agreements with Residents.

(j) “Resident” means the occupant(s), or potential occupant(s) of the rental properties owned and / or managed by Customer.

(k) “Renters Insurance” means the renter’s insurance product and internet vehicle, including the Software that is available to multifamily units and residents.

(l) “Services” (with respect to the Insurance and Renters Insurance products) means all included merchandise and applications provided by Entrata and any related software provided by Entrata or Entrata, Inc., and the use of a Marketing Platform, for Customer's real property and grounds, offices, website(s), portals, and any other means used to deliver marketing or advertising materials, relating to the offering of Insurance.

1. Scope of Use and Agreement

1.1 The Program. Customer may use the Renters Insurance Services provided by Entrata. Entrata may use the Marketing Platform to access current and prospective Residents and allow them to purchase Insurance through apartment websites, or property management offices, as well as pay their monthly premium to Entrata or on the ResidentInsure.com website (the “ResidentInsure Program”). In the interest of clarity, Customer’s responsibilities and obligations under this Agreement are to provide the Entrata with access to the Marketing Platform so that Entrata may sell, quote, negotiate and bind Insurance policies for Residents, and collect premiums thereon. In no event shall the Customer or its representatives be responsible for, or engage in activities constituting, the sale, solicitation, negotiation or binding of the Insurance, or any other activities for which a license is required.

1.2 Contractual Agreement. Customer is an owner and /or manager of rental properties and Entrata desires to offer Insurance services to Residents. In return for Entrata’s Services, Customer will complete certain administrative tasks to ensure its Residents are insured. It is understood and agreed that while this Agreement provides the Entrata with the exclusive right to use the Marketing Platform and the exclusive right to market the Insurance to the Customer’s Residents, the Agreement does not create any obligation on the Resident to purchase Insurance from the Entrata or for the Customer to obligate the Resident to purchase Insurance from the Entrata.

1.3 Proprietary Rights. Entrata shall have the rights to all the title and interest in any names, addresses or other information it obtains from Customer’s Residents, as it relates to Insurance.

2. Responsibilities of Customer

2.1 Limitations. Customer agrees not to use the software, the administrative system, any content from Entrata or Entrata, Inc. or any information learned from any of the foregoing for any purpose other than as contemplated herein. Customer shall not use the software, or any content garnered for illegal purposes.

2.2 Entrata Access to Marketing Platform. Customer grants Entrata access to use the Marketing Platform for any marketing and advertising purposes related to offering Entrata's Services.

2.3 Resident Access to Entrata Marketing Materials. Customer will provide the Entrata with the exclusive right and access to the following marketing methods for the Residents and potential Residents to access Entrata:

1. Office and Common Area Display. Customer will allow Entrata to display hard copies of Entrata's Marketing Materials, brochures, or pamphlets in the office and common areas, which are readily accessible to Residents;
2. Hyperlink. Customer will allow Entrata to place a hyperlink on Customer's website(s) and online Resident portals that will lead Residents to the Uniform Resource Locator (“URL”) of a Entrata website. Customer will be provided the logo, banner or trademark of Entrata to use, and may not alter such unless it receives prior written consent from Entrata. The hyperlink shall be only to Entrata’s destination website;
3. Web Enrollment. Customer will advise Residents that the web enrollment method is available by logging onto residentinsure.com to purchase Insurance online; or
4. Phone Enrollment. Customer will advise Residents to call a Entrata's licensed agent at Entrata's call center to purchase Insurance. Customer hereby agrees that where permitted, Entrata may call or text (SMS) Resident(s) directly to market Insurance using phone numbers on file with Customer. Customer agrees to promptly notify Entrata in the event and to the extent any direct contact with a Resident is not permitted, whether as a result of a Resident request or otherwise.
5. Email Enrollment. Customer hereby agrees that where permitted. Entrata may send emails to Resident(s) directly for the purpose of marketing Insurance using email addresses on file with Customer. Customer agrees to promptly notify Entrata in the event and to the extent any direct contact with a Resident is not permitted, whether as a result of a Resident request or otherwise.

2.4 Training. Entrata and Customer will mutually agree upon the training options, time frames and mediums.

2.5 Customer Use. Customer shall use the Services in accordance with any documentation or written instructions and shall only display the Marketing Materials in the manner Entrata indicates. 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.

2.6 Property Status. Customer must attach a list of all the properties with leases provisions that include or will be updated to include the Requirement Clause (see the Property List attached to the Amendment adding the Renters Insurance Product). If Customer is not fully integrated with other Entrata systems and Entrata integrated property management software, upon the commencement of this Agreement Customer shall give Entrata a listing of all residential properties with lease provisions that include or will be updated to include the Requirement Clause, including property name, address, and the number of Dwelling Units at each property owned or managed by Customer. Should ownership and/or management of the property change, Customer must notify Entrata within 30 days of said change. Customer agrees to give a quarterly report to Entrata, which lists the move-in-date, lease start date, and renewing Residents.

2.7 Not an Agent. Customer knows and agrees that it and its employees are not insurance agents and may not act or perform the activities of an insurance agent. Customer may not discuss coverage options and claims with Residents.

2.8 Receipt of Premium Payments. Customer knows and agrees that it and its employees cannot receive any premium payments from a Resident. If a Resident mistakenly provides a premium payment to Customer, Customer agrees that the premium is always the property of Entrata and shall immediately transfer the premium to the Entrata.

2.9 Compliance with Law. It is Customer’s responsibility to fulfill any compliance requirements or obligations that Customer may have under all Applicable Law. Customer will not use the Services to engage directly or indirectly in any activity that is illegal or fraudulent.

2.10 Residents Required to Maintain Renter’s Insurance. As is customary practice in the industry, Customer will require all of its Residents to maintain renter’s insurance, and the Requirement Clause will be included in Customer's lease that Residents are required to sign.

2.11 Legal Compliance of Requirement Clause. Customer agrees that the Requirement Clause it provides to Residents will be in compliance with Applicable Law.

2.12 Other Activities. Customer agrees to perform other activities, including administrative activities, as mutually agreed upon in writing by the parties.

2.13 Exclusivity. During the full term of this Agreement, Customer shall grant to Entrata the exclusive access to market Insurance to Residents, it being understood that Residents ultimately retain the ability to decide whether to procure the Insurance through the Entrata or satisfy the Requirement Clause through some other permissible method. Customer shall grant to Entrata the exclusive use of the Marketing Platform as well as the permission to contact Residents relating to products advertised through the Marketing Platform. Customer agrees that this is a material aspect of this Agreement, the breach of which will cause Entrata irreparable harm and damages. If this Section 2.13 is breached, Entrata may take any actions and remedies authorized in this Agreement or under Applicable Law.

2.14 Records Inspections and Data Entry. Customer shall make available all the records relating to the Services provided herein if Entrata so requests. After receiving notice from Entrata, the records must be either produced during Customer's regular business hours and provided to Entrata or made available to be inspected. The preferred method of inspection will be chosen at the discretion of Entrata.

2.15 No Assignment or Delegation Allowed. Customer must not assign its rights or delegate its duties under this Agreement.

3. Responsibilities of Entrata

3.1 Market the Insurance. Entrata will develop, produce, and utilize marketing products and materials to advertise the Insurance to Customer's Residents. Entrata will defend and indemnify Customer if any Marketing Materials used to market the Insurance infringe on any intellectual property rights of a third party or violate Applicable Law.

3.2 Marketing Materials. Entrata will use commercially reasonable efforts to create, develop, and properly distribute Marketing Materials to Customer. Upon written notification, Entrata will use commercially reasonable efforts to correct any problems or errors in any of the Marketing Materials it provides.

3.3 Administrative Activities. Entrata will configure the administrative system that provides a seamless program for Residents to sign up for and pay their insurance premium. Entrata will provide any other administrative functions the parties agree upon in writing. Entrata will cooperate in training Customer and those related parties, as necessary and appropriate.

3.4 Services Provided. Entrata will provide the software, including ResidentInsure and the integration features, to Customer. Entrata will solicit Residents and obtain applications of enrollment for the Services. Entrata will maintain a website domain for the use of Residents and Customer for the duration of this Agreement. Entrata will allow for any internet interfacing capabilities, including providing hyperlinks and other related services, to facilitate the offering of Insurance to Residents. Entrata will cooperate with Customer to further develop mutually beneficial avenues to provide the Services contemplated herein. The host-site (ResidentInsure.com) or any other website utilized and maintained by Entrata will not contain any information or content that would offend a reasonable person or decrease the goodwill or business reputation of Customer or be in violation of Applicable Law.

3.5 Change in Services. Entrata may add, delete, or change the features or functions of the Services, at any time in the sole discretion of Entrata. 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 the reasonable control of Entrata, such as telecommunications failure or equipment failure, may also cause the Services to be unavailable to Customer. Entrata may, as necessitated by law or upon providing reasonable written notice to Customer, cease offering the Services provided in this Agreement.

3.6 Maintain Licenses. Entrata will obtain and maintain all the necessary license(s), appointment(s) and other authorizations as required by Applicable Law to transact the business contemplated in this Agreement, in all the states in which it operates. Copies will be provided by Entrata to Customer upon written request.

3.7 Compliance with Law. Entrata will fully comply with all Applicable Law.

4. Administrative Service Agreement

4.1 Administrative Services. For allowing Entrata to market and advertise to Customer’s Residents at Customer's rental properties, Entrata agrees to provide the Services described herein to assist in reducing the exposure and liability of Customer and provide an Insurance option that is convenient and readily available to Residents.

4.2 Marketing Fee. Entrata shall pay Customer those applicable Marketing Fees outlined in the Amendment adding the Renter’s Insurance Service.

5. Commencement Date and Term

5.1 Initial Term and Automatic Renewal. Unless earlier terminated pursuant to this Agreement’s express provisions, this Agreement shall commence on the Effective Date and run coterminously with the Agreement entered into between Entrata, Inc. and Customer (the “Initial Term”). This Agreement shall automatically renew in accordance with the terms of the Agreement, unless and until either party gives the other party sixty (60) days’ prior written notice of non-renewal (the “Renewal Term”). The Initial Term and Renewal Term are collectively herein, the “Term”.

5.2 Addition or Removal of Properties. Customer may add a property by executing an Amendment to update the Property List with Entrata. During the Term of the Agreement, Customer may only remove properties from the list of properties covered by the Agreement if Customer loses management or ownership of the property.

6. Termination

The Initial Term or Renewal Term may be terminated by the following methods:

6.1 For Cause. Either party may terminate this agreement for cause, meaning the breaching party is given notice by the non-breaching party of a material breach of the agreement that is not cured within 20 days thereof.

6.2 Mutual Consent. The Agreement may be terminated by the mutual written consent of both parties at any time.

6.3 Voluntary. The Agreement may be terminated by either party if such party gives the other party notice of non-renewal at least sixty (60) days’ prior to the end of the then current Term.

6.4 By Entrata If Unprofitable. If, in Entrata's discretion, a property covered by this Agreement is unprofitable, the parties will meet to discuss the reasons therefor and, acting in good faith, work together where possible to implement solutions designed to increase revenue to Entrata so as to make this Agreement profitable to Entrata for the property(ies) identified. If, after good faith efforts, a property continues to be unprofitable for Entrata, Entrata may eliminate the property from the calculation of the Marketing Fee.

6.5 Bankruptcy and Insolvency. Either party may terminate the Agreement if the other party has filed for bankruptcy or is insolvent.

6.6 After Termination. After this Agreement is terminated, Customer must return all the property of Entrata and stop using any of Entrata's property that has been provided to Customer.

7. Mediation

In the event a dispute shall arise between the parties to this Agreement, the parties agree, as a condition precedent to pursuing any other formal legal remedy, to participate in at least four (4) hours of mediation in accordance with the mediation procedures of United States Arbitration & Mediation (“USA&M”). Mediation involves each side of a dispute sitting down with an impartial person, the mediator, to attempt to reach a voluntary settlement. Mediation involves no formal court procedures or rules of evidence, and the mediator does not have the power to render a binding decision or force an agreement on the parties. The parties agree to share equally in the costs of the mediation. The mediation shall be administered at a USA&M office, chosen at Entrata’s discretion.

8. Non-Exclusive Agreement for Entrata

This is a non-exclusive Agreement with respect to Entrata-only. Entrata is free to enter into agreements with other companies to offer Services similar to the ones provided to Customer herein. This Agreement does not make either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties. With regard to Entrata’s website(s), Entrata has exclusive control over the destination website(s) that Residents may link to and can make any changes it deems necessary.

9. Independent Contractor

Customer and Entrata will function as independent contractors during the Term of this Agreement and each party shall have the right to conduct its obligations arising under this Agreement in any way that is commercially reasonable and consistent with the terms and conditions hereof. Each party is responsible for the acts or omissions of its respective employees, agents, and representatives and is liable for any claims or causes of actions that may arise.

10. Miscellaneous

10.1 No Liability. Entrata does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Services provided in this Agreement. In no event shall Entrata be liable for any damages arising out of or in connection with the use of, or inability to use, the Services provided herein. Except as stated in Section 3.1 above, Entrata, its parent companies, subsidiaries or affiliates shall have no liability from any Marketing Materials, or information on the host-site (ResidentInsure.com) or any other links to other websites that Entrata maintains. Customer shall indemnify, defend, and hold harmless Entrata and its officers, directors, employees and agents, from and against any and all claims, suits, losses, damages, costs, fees, and expenses (including reasonable attorneys' fees) resulting from or arising out of any acts or omissions of Customer’s officers or directors, employees, agents, or customers, or the negligence or misconduct of Customer in performance of its obligations under this Agreement.

10.2 Non-Disparagement. Customer agrees not to directly or indirectly make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory, harm the good will, or negative toward, Entrata or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives.

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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 [email protected]; 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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