1. Certain capitalized terms, not otherwise defined herein, shall have the meanings set forth or cross-referenced in this Section 1.

• “Application Documentation” will mean text and/or graphical documentation, whether in electronic or printed format, that describes the features, functions, and operation of the Application Service, which materials are designed to facilitate use of the Application Service, and which are provided by REBA to Customer in accordance with the terms of this
• “Application IP” will mean the Application Service, the Application Documentation, and any and all intellectual property provided to Customer (and/or any applicable Authorized End Users) in connection with the foregoing.
• “Application Service” will mean the technology and application software of REBA, as set forth and described on Schedule A.
• “Authorized End User” shall mean any individual employees, agents, or contractors of Customer accessing or using the Application Service through the Application Client, under the rights granted to Customer pursuant to this Agreement.
• “Confidential Information” will mean all written or oral information, disclosed by either Party to the other, related to either Party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential. Without limiting the foregoing, for purposes of this Agreement, the Application Documentation will be deemed Confidential Information of
• “Customer Content” will mean the data, media, and content provided by Customer through the Application Service.
• “Malicious Code” means (i) any code, program, or sub-program the knowing or intended purpose or effect of which is to damage or maliciously interfere with the operation of software or any system or to halt, disable, or interfere with the operation of any software or system, or (ii) any device, method, or token that permits any person to circumvent without authorization the normal security of any software or system.
• “Unit(s)” means an apartment home as configured in Customer’s Property Management System (PMS)

2. ACCESS AND USE.

• Provision of Access. Subject to the terms and conditions contained in this Agreement, REBA hereby grants to Customer a non-exclusive, non-transferable license to access the features and functions of the Application Service during the Term, solely for use by Authorized End Users in accordance with the terms and conditions Such use shall be limited to use of the Application Service for the benefit of, or in relation to, the operation of Customer’s business. As soon as reasonably practicable after configuration of the application, REBA shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Service (the “Access Protocols”). REBA shall also provide Customer the Application Documentation to be used by Customer in accessing and using the Application Service. Subject to the terms and conditions herein, Customer may permit any Authorized End User to access and use the features and functions of the Application Service. Customer acknowledges and agrees that Customer shall be reasonably responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Customer, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer.
• Application Documentation License. Subject to the terms and conditions contained in this Agreement, REBA hereby grants to Customer a non-exclusive, non-transferable right and license to use the Application Documentation during the Term for Customer’s internal purposes in connection with its use of the Application Service as contemplated herein.
• Usage Restrictions. Customer will not, and will use commercially reasonable efforts not to permit any Authorized End Users to, (i) copy or duplicate any of the Application IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Application IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Application IP, or attempt to do any of the foregoing, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Application IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of REBA; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Application IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Application IP; (vi) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under Sections 2.1 and 2.2; (vii) insert nor knowingly permit the insertion or introduction of any Malicious Code into the Application Service or systems and software used to deliver the Application Service. Customer will not use any of the Application IP except in compliance with REBA’s obligations to any third party with respect thereto incurred prior to the Effective Date, provided that REBA has notified Customer of such obligations. Customer will use commercially reasonable efforts to ensure that its use of any of the Application IP complies with all applicable laws, statutes, regulations, or rules and will not use or compile any of the Application IP for the purpose of any illegal activities.
• Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, REBA retains all rights, title, and interest in and to the Application IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Customer further acknowledges that REBA retains the right to use the foregoing for any purpose in REBA’s sole discretion.
• Notwithstanding anything to the contrary in this Agreement, REBA may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Application IP if (i) REBA reasonably determines that (a) there is a threat or attack on any of the Application IP; (b) Customer’s or any Authorized End User’s use of the Application IP disrupts or poses a security risk to the Application IP or any other customer or vendor of REBA; (c) Customer or any Authorized End User is/are using the Application IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) REBA’s provision of the Application Service to Customer or any Authorized End User is prohibited by applicable law or (f) Customer or any Authorized End User is/are using the Application IP in any manner that violates Section 2.3; or (ii) any vendor of REBA has suspended or terminated REBA’s access to or use of any third party services or products required to enable Customer to access the Application IP (each such suspension, in accordance with this Section 2.5, a “Service Suspension”). REBA will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices sent to REBA’s registered email address) and to provide updates regarding resumption of access to the Application IP following any Service Suspension. REBA will use commercially reasonable efforts to resume providing access to the Application Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. REBA will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
• Security of the Service. Throughout the term of this Agreement, REBA will maintain a data security program for the Application Service that will include reasonable administrative, physical, and technical security measures to protect against unauthorized access to, or destruction, loss, unavailability, or alteration of, any Customer Content processed or stored by the Application REBA will not be responsible or liable for any deletion, correction, damage, destruction, or loss of Customer Content that does not arise from a breach by REBA of its obligations under this Agreement unless caused by REBA’s gross negligence or willful misconduct.

3.  CUSTOMER OBLIGATIONS.

• Provision of Support to Authorized End Users. Other than as required from REBA under Schedule B, Customer will provide all maintenance and technical support services as may be required by its Authorized End Users, with respect to provision of access to, and use of, the Application Service, and, except with respect to REBA’s obligations under such Schedule B, nothing in this Agreement will be construed to grant Customer or its Authorized End Users any right whatsoever to receive maintenance or technical support services from
• Assistance to REBA. Customer will, at its own expense, provide assistance to REBA, including, but not limited to, by means of access to, and use of, Customer facilities and Customer equipment, as well as by means of assistance from Customer personnel, to the limited extent any of the foregoing may be reasonably necessary to enable REBA to perform its obligations hereunder.
• Data. To the extent that Customer and any Authorized End User, through or in connection with use of the Application IP, collect, use, store and disclose data from any other party, Customer and/or each Authorized End User shall accurately and adequately disclose, either through a privacy policy or otherwise, how Customer and/or each such Authorized End User collects, uses, stores and discloses data, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.
• Customer Content. REBA acknowledges that as between REBA and Customer, that Customer owns or otherwise has rights to all Customer Content that it provides or otherwise permits access to REBA through the Application Service, and Customer grants to REBA a revocable, non-exclusive and royalty-free license during the Term of the Agreement to use such Customer Content solely in connection with the provision of the Application Service to Customer. Customer represents and warrants that it has sufficient rights to transmit or otherwise permit access to any such Customer Content to REBA, including any data or information contained therein, and that, to the extent Customer shares or otherwise permits REBA or the Application Service to make use of any credentials to obtain such data or information, that such sharing of credentials shall not violate the rights of, or any contractual obligations with, any third party.
• Aggregated Statistics. Notwithstanding anything else in this Agreement or otherwise, REBA may monitor Customer’s use of the Application Services and use data and information related to such use in an aggregated and anonymous manner, including to compile statistical and application performance information related to the provision and operation of the Application Services (“Aggregated Statistics”). As between REBA and Customer, all rights, title, and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by REBA.
• Feedback. If Customer sends or transmits any communications, comments, questions, suggestions, or related materials to REBA, whether by letter, e-mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to the Application IP, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be exclusively owned by REBA. Customer hereby assigns all rights, title, and interest in, and REBA is free to use, without any attribution or compensation to Customer, any ideas, know- how, concepts, techniques, and all applicable intellectual property rights relating to the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Customer agrees and understands that REBA is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and Customer has no right to compel such use, display, reproduction, or distribution.
• Security; Passwords; Internet. Customer is responsible for administering usernames and passwords for each Authorized End User (the “Log-In Information”). Each Authorized End User must have a valid username and password for the purpose of accessing the Application Services. Customer and Authorized End Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned Authorized End User and may not be shared or transferred to another person without REBA’s prior consent. Customer is reasonably responsible for the use of the Application Services by any of its employees or any person who gains access to Customer’s Content or the Application Services if such use results from Customer’s failure to use reasonable security precautions or the breach of such precautions. Customer may not resell, license, or otherwise provide access by any means to any part of the Application Services other than to the Authorized End Users. Customer shall notify REBA promptly upon obtaining knowledge of any unauthorized use of an Authorized End Users’ account or any other material breach of security. REBA will not be liable for any loss that Customer may incur as a result of someone else using Authorized End Users’ passwords or accounts, either with or without the applicable Authorized End Users’ knowledge.

4. FEES AND EXPENSES; PAYMENTS.

• Fees. In consideration for the rights granted to Customer and the performance of REBA’s obligations under this Agreement, Customer shall pay to REBA, without offset or deduction, certain fees, in such amounts as may be determined by reference to Schedule A (the “Fees”). Unless otherwise provided in a Schedule, all such fees shall be due and payable within thirty (30) calendar days after an invoice is issued by REBA with respect thereto. REBA may adjust the Fees at its election after the initial term of this Agreement and upon each anniversary thereafter by providing at least sixty (60) days’ notice (which may be delivered electronically). Any adjustment in Fees shall not exceed the annual CPI-U inflation rate based on the CPI-U inflation rate sixty (60) days prior to the Fee adjustment date.
• Customer Expenses. Customer will bear all expenses incurred in performance of its obligations hereunder, including, without limitation, through use by Customer and/or any Authorized End User of the Application Service, and/or through provision of support to Authorized End Users with respect to such use of the Application Customer is solely responsible for the payment of any fees due to third parties incurred by Customer in connection with the Application Services.
• Taxes. Customer will be responsible for payment of any applicable sales, use, and other taxes and all applicable export and import fees, customs duties, and similar charges (other than taxes based on REBA’s income), and any related penalties and interest for the grant of license rights hereunder, or the delivery of related services. Customer will make all required payments to REBA free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to REBA will be Customer’s sole responsibility, and Customer will, upon REBA’s request, provide REBA with official receipts issued by the appropriate taxing authorities, or such other evidence as REBA may reasonably request, to establish that such taxes have been paid.
• Late Payments; Interest. Any portion of any amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

5. CONFIDENTIAL INFORMATION.

• Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party.
• Mutual Confidentiality Obligations. Each Party agrees as follows: (i) to use Confidential Information disclosed by the other Party only for the purposes described herein or as otherwise necessary to meet the obligations of the Agreement; (ii) that such Party will not reproduce Confidential Information disclosed by the other Party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party except as provided herein; (iv) to restrict access to the Confidential Information disclosed by the other Party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy, pursuant to Section 9.4, all Confidential Information disclosed by the other Party that is in its possession upon termination or expiration of this Agreement. Notwithstanding the foregoing, Customer agrees that REBA may collect aggregated statistical data regarding Customer’s use of the Application Service and provide such aggregated statistical data to third parties. In no event shall REBA provide to third parties specific data regarding Customer or Customer’s Authorized End Users, except to the extent it has been both aggregated and anonymized pursuant to Section 3.5 above.
• Confidentiality Exceptions. The provisions of Sections 5.1 and 5.2 will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (v) is independently developed by the recipient. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party, provided that is allowed by the order, and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

6. REPRESENTATIONS AND WARRANTIES.

• Mutual Representations. Each Party hereby represents and warrants (i) that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; and (iii) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its
• Service Levels. REBA will provide the Application Service in accordance with the Service Levels set forth in Schedule B when accessed and used in accordance with the Application Documentation and the Access Protocols. Notwithstanding any other provision of this Agreement (including, without limitation, Section 6.1 of this Agreement), Customer acknowledges and agrees that its sole and exclusive remedy, and REBA’s sole and exclusive obligation, with respect to any breach of the Service Levels shall be the remedies specified in such Schedule B. REBA does not make any representations or guarantees regarding uptime or availability of the Application IP unless specifically identified in Schedule B.
• Compliance with Anti-Trust Laws. REBA further represents and warrants that the Application IP, including the provision and use thereof, does not violate any applicable law (including but not limited to Anti-Trust Laws), and REBA does not collect, use, store or disclose any non-public data in connection with the provision or use of the Application As used herein, “Anti-Trust Laws” means all laws, including any antitrust, competition or trade regulation laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening or preventing competition through merger or acquisition.
• Restriction on Use of REBA shall not, without prior written consent, (i) incorporate any Customer Content into any other Customer’s data or algorithms whether or not it is anonymized and/or aggregated not (ii) incorporate any non-public information from other REBA clients into Customer’s data or algorithms whether or not it is anonymized and/or aggregated not. For clarification, the Application Service may use data and information from publicly available sources or other sources as identified in this Agreement in its algorithms but will not incorporate non-public information.
• Restriction on Provision of Data. Customer shall not incorporate into any Customer Content any competitor information or data of Customer that is not publicly available without prior written consent.

7. DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY.

• Disclaimer EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN SECTION

6, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION IP, INCLUDING THE APPLICATION SERVICE, THE APPLICATION DOCUMENTATION, AND ALL SERVICES PERFORMED BY REBA ARE PROVIDED “AS IS,” AND REBA AND ITS LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY. REBA, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, DOES NOT WARRANT THAT THE APPLICATION IP, INCLUDING THE APPLICATION SERVICE OR ANY OTHER SERVICES PROVIDED BY REBA, WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE APPLICATION SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

• Exclusions of Remedies; Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL REBA OR ITS LICENSORS AND SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF REBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF REBA TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO REBA BY CUSTOMER UNDER SECTION

4.1 DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY OR REBA’S AVAILABLE LIMITS OF INSURANCE, WHICHEVER IS HIGHER. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

• Essential Basis of the Agreement. Customer acknowledges and understands that the disclaimers, exclusions, and limitations of liability set forth in this Section 7 form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions, and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions, and limitations of liability, the terms, and conditions of this Agreement would be substantially different.

8.  INDEMNIFICATION.

• Indemnification of Customer. REBA agrees to indemnify, defend and hold harmless Customer from and against any and all losses, liabilities, costs (including reasonable attorneys’ fees), or damages resulting from any claim by any third party that the Application Service and/or the Application Documentation violates anti-trust laws and/or constitutes unfair trade practices and/or anti-competitive conduct under applicable laws of any jurisdiction (collectively, “Anti-Trust Violation”), infringes such third party’s U.S. patents issued as of the Effective Date or infringes or misappropriates, as applicable, such third party’s copyrights or trade secret rights under applicable laws of any jurisdiction, provided that Customer promptly notifies REBA in writing of the claim, cooperates with REBA, and allows REBA sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit REBA, at REBA’s sole discretion, to enable it to continue to use the Application Service or the Application Documentation, as applicable, or to modify or replace any such infringing material to make it non-infringing or to modify or replace any such material so that the Application Service no longer constitutes an Anti-Trust Violation. If REBA determines that none of these alternatives is reasonably available, Customer shall, upon written request from REBA, cease use of, and, if applicable, return, such materials as are the subject of the infringement or Anti-Trust Violation. This Section 8.1 shall not apply to the extent that the alleged Anti-Trust Violation or infringement arises from (i) modification of any of the Application IP by Customer, (ii) combination, operation or use of any of the Application IP with other software, hardware or technology not provided by REBA, (iii) any Customer Content, or (iv) Third Party Products (any of the foregoing circumstances under clauses (i), (ii), or (iii), a “Customer Indemnity Responsibility”). THIS SECTION STATES REBA’S ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF ANTI-TRUST VIOLATION OR INFRINGEMENT.
• Customer’s Indemnity Customer agrees to hold, harmless and indemnify REBA from and against any third-party losses, liabilities, costs (including reasonable attorneys’ fees), or damages resulting from (i) Customer’s or any Authorized End User’s gross negligence or willful misconduct; (ii) Customer’s or any Authorized End User’s use of the Application IP in a manner not authorized or contemplated by this Agreement; or (iii) a Customer Indemnity Responsibility.

9.  TERM AND TERMINATION.

• The term of this Agreement will commence on the Effective Date and will continue for a period of one year (the “Initial Term”), unless earlier terminated in accordance with this Section 9. The term will automatically renew for successive one (1)-year terms, unless either Party provides written notice of its desire not to renew at least ninety (90) days prior to the expiration of the then-current term (the Initial Term, together with any renewal terms, collectively, the “Term”).
• Termination for Breach. Either Party may, at its option, terminate this Agreement in the event of a material breach by the other Such termination may be effected only through a written notice to the breaching Party, specifically identifying the breach or breaches on which such notice of termination is based. The breaching Party will have a right to cure such breach or breaches within thirty (30) days of receipt of such notice, and this Agreement will terminate without penalty in the event that such cure is not made within such thirty (30)-day period.
• Termination Upon Bankruptcy or Either Party may, at its option, terminate this Agreement immediately upon written notice to the other Party, in the event (i) that the other Party becomes insolvent or unable to pay its debts when due; (ii) the other Party files a petition in bankruptcy, bankruptcy reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (iii) the other Party discontinues it business; or (iv) a receiver is appointed or there is an assignment for the benefit of such other Party’s creditors.
• Termination Upon Sale. Customer may terminate this Agreement for those Units sold by providing REBA with thirty (30) days’ written notice. Customer shall pay fifty percent (50%) of the monthly fee for such Units sold. If Customer is paying annually, REBA shall provide a credit towards the next invoice representing the total amount of Units sold for the applicable time period terminated.
• Effect of Termination. Upon any termination of this Agreement, Customer will (i) immediately discontinue all use of the Application Service, the Application Documentation, and any REBA Confidential Information, and both Parties will delete any of the other Party’s Confidential Information from computer storage or any other media including, but not limited to, online and off-line libraries; (ii) return to the other Party or, at the other Party’s option, destroy, all copies of the Application Documentation and any Confidential Information then in the other Party’s possession; and (iii) promptly pay to REBA all amounts due and payable to the other Party Customer shall be entitled to access and retain all Customer data for a period of thirty (30) business days after the effective date of termination.
• Survival. The provisions of Sections 2.4 (Retained Rights; Ownership), 3.5 (Aggregated Statistics), 6 (Feedback), 4.5 (Auditing Rights), 5 (Confidential Information), 7 (Disclaimers, Exclusions, and Limitations of Liability), 8 (Indemnification), 9.4 (Effect of Termination), 9.6 (Survival) and 10 (Miscellaneous) will survive the termination of this Agreement.

10.   MISCELLANEOUS.

• Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions, and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties will be bound by any conditions, inducements or representations other than as expressly provided for herein.
• Independent Contractors. In making and performing this Agreement, Customer and REBA act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, partnership, or employer and employee relationship between them. Except as expressly set forth herein, at no time will either Party make commitments or incur any charges or expenses for, or in the name of, the other Party.
• Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, to the Parties to the Agreement and addressed, if to Customer, to the address set forth on the Cover Page, and if to REBA, as follows:

If to REBA: Real Estate Business Analytics, Inc. 9656 West Danzig Place Littleton, CO 80127

or addressed to such other address as that Party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by facsimile and e-mail, provided that the sender receives and retains confirmation of successful transmittal to the recipient. Such notices shall be effective on the date indicated in such confirmation. In the event that either Party delivers any notice hereunder by means of facsimile or e-mail transmission in accordance with the preceding sentence, such Party will promptly thereafter send a duplicate of such notice in writing by means of certified mail, postage prepaid, to the receiving Party, addressed as set forth above or to such other address as the receiving Party may have previously substituted by written notice to the sender.

• Amendments; Modifications. This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.
• Assignment; Delegation. Customer may not assign any of its rights or delegate any of its duties under this Agreement without the express, prior written consent of REBA, which consent shall not be unreasonably withheld, and, absent such consent, any attempted assignment or delegation will be null, void, and of no effect. Notwithstanding the foregoing, Customer may assign this Agreement, without consent, in connection with a merger, sale, transfer, or other disposition of all or substantially all of its stock or assets. REBA may freely assign any of its rights or delegate any of its duties under this
• No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors, and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors, and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
• Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance, or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
• Waiver. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right.
• Force Majeure. Except with respect to payment obligations hereunder, if a Party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such Party’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such Party is prevented or delayed from performing for more than sixty (60) days, the other Party may terminate this Agreement upon thirty (30) days written notice.
• Governing Law. This agreement will be governed by and interpreted in accordance with the laws of the State of Colorado, without regard to conflicts of law principles thereof. For purposes of all claims brought under this Agreement, each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Colorado.
• U.S. Government End-Users. Each of the Application Documentation and the software components that constitute the Application Service is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Application Service and the Application Documentation with only those rights set forth therein.
• Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one A signature delivered by facsimile or other electronic transmission shall be as binding as delivery of an original signature hereto.
• Headings. The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this

[End of SaaS Agreement Terms and Conditions]

Schedule A

Order Form ( Intentionally Left Blank)