Master Subscription Terms

a. Client Systems. Client shall be solely responsible for procuring and maintaining the necessary hardware and software for accessing and utilizing the Software.

b. Client Acknowledgements. As a property management software company, Rentvine provides software tools and technology solutions, including the Software, and certain support, consulting and financial administrative services, including the Services, to assist property managers, including Client, with managing their properties more efficiently. Client acknowledges and agrees that: (i) Rentvine is not acting as an accounting firm, legal advisor, fiduciary, or a property management company; (ii) Rentvine does not provide, and Client shall not rely on Rentvine for, any tax, legal, accounting, regulatory, property management services or compliance advice; (iii) use of the Software and the Services does not replace the need for independent professional guidance from licensed advisors or professionals with respect tax, legal, accounting, regulatory, property management services or compliance advice; and (iv) Client is solely responsible for ensuring its use of the Software and Services complies with all applicable laws, regulations, and industry standards, and for making its own decisions based on its specific circumstances and objectives. Accordingly, Client is strongly encouraged to seek independent professional advice from qualified accountants, attorneys, or property managers when dealing with complex issues such as tax, legal or property management matters.

Without limiting the foregoing, Client is solely responsible for compliance with the Fair Housing Act, the Fair Credit Reporting Act (“FCRA”), state and local landlord-tenant laws (including but not limited to, laws, ordinances, and regulations pertaining to lease pricing, fee transparency, and the use of AI-based tools), trust-accounting and escrow rules, anti-money laundering and sanctions laws, consumer protection laws, and all other housing, financial and privacy regulations applicable to Client's business and use of the Services. Client further acknowledges and agrees that Rentvine provides a hosted software platform only and does not act as a property manager, broker, fiduciary, or agent for any applicant, tenant, owner, or vendor. Client also acknowledges that Rentvine is not a consumer reporting agency and that all consumer reports, background checks, or credit information are generated solely by third-party consumer reporting agencies over which Rentvine has no control.

c. Provision of Client Data. The provisions of this Section 2.c shall apply in the event that Rentvine provides any Services under this Agreement that require Rentvine to receive and/or process Client Data.

1. Client shall be solely responsible for providing, either directly or through an authorized third party, all Client Data and other inputs necessary for Rentvine to perform the Services. Client represents and warrants that all such Client Data and other inputs will be complete, accurate, and provided in a timely manner. Rentvine shall not be liable for any delays, errors, or issues in the performance of the Services resulting from Client's failure to meet its responsibilities under this Section. Rentvine shall be entitled to rely on all Client Data and other inputs provided to Rentvine and shall have no obligation to conduct any further diligence as to the quality, completeness or accuracy of such Client Data or other input. For clarity, Client Data includes information uploaded or transmitted to Rentvine by Client during onboarding (including spreadsheets, CSV files, reports, and exports from other systems), and Client is solely responsible for ensuring it has all rights and permissions necessary to provide such information to Rentvine.
2. Client is responsible for the quality and accuracy of all Client Data and other input provided to Rentvine by Client or any party providing data on Client's behalf. Rentvine shall not be responsible or liable in any way for any delay resulting from any failure by Client to comply with Client's responsibilities under this Section.
3. In the event that Client is directly providing Client Data to Rentvine for the provision of Services hereunder (“Internally Provided Data”), Client shall be solely responsible for all of the costs and the expense of providing such data to Rentvine. Internally Provided Data may be delivered to Rentvine through input by Client, on tangible media, by e-mail attachment, and/or by telecommunications link to the computer housing the Services.
4. In the event that Client Data is provided by a third-party on Client's behalf, Rentvine will deliver to Client a “Data Access Authorization” (the form of which shall be determined by Rentvine) for Client and Client's named data providers to execute and provide to the sources of the data feeds required for Rentvine to deliver the Services. Client and Client's named data providers will execute and deliver the Data Access Authorization to Rentvine. Upon receipt of the complete authorization, Rentvine may receive the necessary data for Client to use the Services (“Externally Provided Data”). Client acknowledges that Rentvine's ability to obtain and process such data is dependent on third-party cooperation and Rentvine shall not be liable for any failures, delays, or inaccuracies in such third-party data delivery.
5. Once Client Data has been received by Rentvine and input into the Software, any subsequent modifications, changes or corrections to the Client Data made by or on behalf of Client shall be Client's responsibility, and to the extent any such modifications, changes or corrections create concerns or issues for Rentvine in the provision of the Services hereunder, Rentvine reserves the right to charge Client, at Rentvine's standard and customary rates, for the cost of additional modifications, changes or corrections as Rentvine deems necessary or appropriate to ensure that the Services may be properly provided to Client.
6. Client may provide, or may authorize Rentvine to receive or retrieve on Client's behalf, data originating from other software platforms, systems, or service providers (collectively, “External Systems”). Client represents and warrants that it has obtained all rights, consents, and authority necessary to permit such access or use of data from External Systems, and that any such access or use by Rentvine will not violate the terms of service, license agreements, or other contractual restrictions applicable to such External Systems. Rentvine shall have no obligation to access any External System on Client's behalf and may condition any such assistance on receipt of adequate written assurances from Client. Client agrees to indemnify, defend, and hold harmless Rentvine from and against any claims, liabilities, or losses arising from or related to Rentvine's access to or use of data originating from External Systems at Client's request. Client further acknowledges and agrees that (A) External Systems are controlled and operated by third parties and not by Rentvine; (B) Rentvine does not warrant or guarantee the continued availability, accuracy, security, or performance of any External System; and (C) Rentvine shall have no liability for service interruptions, data loss, delays, security incidents, or errors caused by or originating from any External System.
7. Client agrees that following expiration or termination of any of Client's subscriptions to the Services, or Rentvine's termination for breach, Rentvine may immediately deactivate the affected account and Services. Client further agrees that, following a reasonable period of time after the expiration or termination of the Services, Rentvine may, in its sole discretion, delete Client's account and data. In the event Client's access is suspended or terminated for breach, and subject to Rentvine's sole discretion, Client may be granted a temporary, limited access to the Services for a period to be determined by Rentvine in its sole and absolute discretion, for the sole purpose of permitting Client to retrieve its proprietary data, provided that such access shall only be granted if Client has paid in full all undisputed amounts owed to Rentvine. In the event Client terminates its subscriptions, allows such subscriptions to expire, or such subscription is terminated by Rentvine for breach, Client may be granted a temporary, limited access to the Services for a period of up to twelve (12) months, for the sole purpose of permitting Client to retrieve its proprietary data, provided that such access shall only be granted if Client has paid in full all undisputed amounts owed to Rentvine. Rentvine reserves the right to charge its then-current professional services rates for assistance provided during any such retrieval period. Client further agrees that Rentvine will not be liable to Client or to any third party for any termination of its or their access to the Services or deletion of its or their data, provided that Rentvine is in compliance with the terms of this Section 2.c(vii). After the expiration of the applicable retrieval period, Rentvine may permanently delete some or all Client Data from its systems and backups, and shall have no obligation to retain or recover such data. Nothing in this Section requires Rentvine to delete information it is legally permitted or required to retain, including transaction records or information needed to comply with obligations to payment processors or third-party service providers. Rentvine will reasonably cooperate with Client in responding to valid consumer deletion or access requests submitted to Client under applicable privacy laws or the Digital Terms of Use, provided that Rentvine is not required to delete or alter any data that it must retain under applicable law. If Rentvine elects to reinstate Client's subscription or access following a suspension or termination, Client may be required to pay, as a condition of reinstatement: (1) all outstanding amounts in full; (2) any reactivation fee disclosed at the time of reinstatement; and (3) reasonable costs and expenses (including attorney's fees) incurred by Rentvine in connection with the suspension, termination, or collection efforts.
8. Rentvine will process Client Data in accordance with the Privacy Policy, and if as and when applicable, the Data Processing Addendum. The Privacy Policy and Data Processing Addendum are part of these Master Subscription Terms, incorporated herein by reference.

d. Access by Authorized Users. Client shall be solely responsible for ensuring that access by all users are Authorized Users. Client shall designate, and at all times maintain, at least one Authorized User who shall be designated as the “Authorized Administrator”. The Authorized Administrator will have administrative rights including, but not limited to: (1) ensuring that all persons to which Client grants access have end user profiles that comply with applicable security and confidentiality policies of Client; (2) issuing passwords to Authorized Users and ensuring the integrity and security of the passwords after their issuance; (3) implementing any changes to Authorized Users' profiles and access rights commensurate with such Authorized Users' level of authority to utilize the Services and (4) suspending or terminating Authorized Users' profiles. In the event of any dispute with respect to an Authorized User, Rentvine shall refer such request or action to the Authorized Administrator who shall determine the appropriate action. Client agrees that Rentvine shall have no liability, responsibility or obligation with respect to any action taken or failed to be taken by an Authorized Administrator. Rentvine shall have no responsibility or liability for any unauthorized access or use of the Software or Services resulting from Client's failure to manage access credentials or enforce internal policies. Client acknowledges and agrees that (i) maintaining a robust security posture is essential to the protection of Client Data and the integrity of the Services provided herein and (ii) Client is strongly encouraged by Rentvine to implement two-factor authentication (2FA) or multi-factor authentication (MFA) for all of its Authorized Users accessing the Services. Client shall ensure that all Authorized Users use the Services in compliance with these Master Subscription Terms and all applicable laws, and Client shall be responsible for all actions and omissions of its Authorized Users.

e. Authorization to Use Third-Party Payment Processers and Third-Party Cash Pay Service Providers. Client authorizes Rentvine to provide the Services, including collecting and processing rent and other payments due and payable to or by Client by and through third-party payment processors and third-party cash pay service providers, which authorization shall include the right to capture and settle any and all amounts owed to or by Client to Rentvine or such third-party payment processor or third-party cash pay service provider. In performing such Services, Rentvine may assign its obligations and delegate its duties and authorities to some or all of its activities and services to third-party payment processors and/or third-party cash pay service providers. If a chargeback of fees or funds is incurred by Rentvine related to Client's operations or accounts or the operations or accounts of Client's customers or Affiliates, Rentvine shall allocate such chargeback to Client and charge back the accounts of Client for such amounts. Client acknowledges and agrees that (i) in using third-party payment processors and third-party cash pay service providers, funds of Client will be subject to the terms set forth by such third-party payment processors and third-party cash pay service providers and that such funds may be held or retained by such third-party providers in the event of a dispute between such third-party service provider and Client and (ii) Rentvine shall have no liability or obligation to indemnify or intervene on behalf of Client in the event any funds or amounts or retained or held due to a dispute solely between Client and such third-party provider. Client shall be solely responsible for any fees, fines, penalties, assessments, chargebacks, or other amounts imposed by any payment network, bank, or processor arising from Client's use of such services, and Client agrees that Rentvine may debit or invoice Client for any such amounts. Rentvine and its third-party payment processors reserve the right to delay, suspend, or reject any transaction if Rentvine reasonably suspects such transaction violates applicable Anti-Money Laundering (AML) laws, sanctions programs (OFAC), or constitutes fraud. Client agrees to cooperate fully with any Rentvine or regulatory investigation and acknowledges that funds may be held during such investigation without liability to Rentvine.

f. Third-Party Integrations; Plaid Services. Client acknowledges that certain functionality of the Software and Services may now, and in the future, rely on, integrate with, or be provided through third-party vendors, including, but not limited to, Plaid Inc. (“Plaid”). Client understands and agrees that such third-party vendors, including, but not limited to, Plaid, control their own systems, networks, data processing activities, and service availability, and that Rentvine does not warrant or guarantee the performance, accuracy, or continued availability of any such third-party service. Client understands and agrees that in using the Software and Services, Client will be bound by and subject to the applicable agreements, policies, and terms and conditions of such third-party vendors. Rentvine shall have no liability or responsibility to Client or any third party arising out of or relating to (i) any suspension, termination, or restriction of any third-party's services, including, but not limited to, Plaid; (ii) any modification of, or update to, such third-party services or terms; (iii) any security incident, data breach, or unauthorized access occurring within or through such third-party's systems; or (iv) any requirement imposed on Client under any applicable third-party terms, which may or may not be attached hereto or the applicable Plaid End Client Flow-Down Terms (Annex A). For clarity, nothing in this Agreement shall expand Rentvine's obligations or liability beyond those expressly set forth in its direct agreement with a third-party vendor, including Plaid, and any remedies relating to a third-party vendor's services or conduct shall be solely between Client and such third-party vendor.

g. Compliance with Technology and Data Laws.

1. Third-Party Terms. Certain features or functionalities of the Software may integrate with or rely on services provided by third-party vendors. Client agrees to comply with all applicable third-party terms, conditions, and acceptable use policies, including, but not limited to, those referenced on Annex A (which Rentvine may amend, update, and alter as needed to comply with the terms of such third-party vendors without notice to Client) when accessing or using such integrated services.
2. Data Privacy Compliance. Client shall be solely responsible for providing appropriate notices to, and obtaining all necessary consents from, its tenants, customers, and end users regarding the collection, use, disclosure, and transfer of their personal information via the Software. Client shall comply with all applicable federal, state, and international data privacy and protection laws governing the processing of personal data, including, where applicable, the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), and similar U.S. state privacy laws.
3. Export Controls and Sanctions Compliance. Client agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, Client represents and warrants that: (A) it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (B) it is not on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List; and (C) it will not access or use the Software in violation of any U.S. export embargo, prohibition or restriction.
4. Anti-Money Laundering Compliance. Client agrees to comply with all applicable anti-money laundering laws and regulations and shall not use the Software for any purpose that would violate such laws and regulations. Client represents and warrants that it will not use the Software in furtherance of any unlawful financial activity.

h. AI Tools. The Services may include features that use artificial intelligence or automated tools to generate various requested outputs and content, including rental pricing information, listing descriptions, communication templates, maintenance-related messages, and other suggestions (“AI Tools”). AI Tools may produce inaccurate, incomplete, non-compliant, or inappropriate content, and such outputs may not comply with the Fair Housing Act, rent-pricing laws and ordinances, accessibility laws, consumer protection laws, or other legal requirements. Client is solely responsible for reviewing, editing, verifying, and approving all AI-generated outputs prior to use, and for ensuring such content complies with all applicable laws. Rentvine disclaims all liability arising out of or related to Client's use of or reliance on AI Tools. Client is solely responsible for compliance with all laws applicable to tenant screening, advertising, and communications, including the Fair Housing Act and the FCRA.

i. FCRA Compliance and Tenant Screening. Client certifies that it will order “Consumer Reports” (as defined by the FCRA) solely for the permissible purpose of tenant screening in accordance with the FCRA. Client acknowledges it is the “End User” of such reports and agrees to: (i) obtain any necessary written authorizations from the consumer prior to requesting a report; (ii) comply with all adverse action procedures required by the FCRA (including providing the consumer with a Notice of Adverse Action, a copy of the report, and a summary of rights); and (iii) properly dispose of all consumer information in accordance with the Federal Trade Commission's Disposal Rule. Client shall indemnify and hold Rentvine harmless from any claims arising out of Client's failure to comply with the FCRA or equivalent state laws.

j. Cookies, Analytics, and Tracking Technologies. Client acknowledges that Rentvine may use cookies, analytics tools, product-usage analytics, and similar technologies (including tools that record user interactions with the Services) to operate, secure, support, and improve the Services. Rentvine configures such tools to mask or obfuscate sensitive fields so that personal information (including bank account numbers, Social Security numbers, and other sensitive identifiers) is not visible in session replay or analytics recordings. Client agrees that its Authorized Users' use of the Services may result in the collection of such analytics data.

a. Termination. Client may terminate this Agreement prior to the beginning of the next applicable Renewal Term by providing sixty (60) days written notice to Rentvine prior to the end of the then-current Renewal Term. If notice of termination is provided by Client but the Services provided by Rentvine extend past the termination date of the then-current Renewal Term, then pricing for such Services shall be at Rentvine's standard and customary rates and pricing levels; provided, that in no event shall Client be permitted to use the Software after the termination date of the then-current Renewal Term. Either party may terminate this Agreement and the rights granted herein if the other party materially breaches any of the provisions of this Agreement and fails to remedy such breach within ten (10) days after receiving written notice thereof, including a detailed description of the alleged breach, provided, however, if the breach relates to a monetary obligation, then, in addition to terminating this Agreement, Rentvine may exercise its rights under Section 6(a), and if the breach relates to a breach of confidentiality, then, in addition to terminating this Agreement, the non-breaching party may exercise its rights under Section 7(e). In addition, Rentvine may terminate this Agreement at any time by providing ninety (90) days written notice to Client. For the avoidance of doubt, service interruptions described in Section 1 shall not constitute a material breach by Rentvine.

b. Insolvency. Should either party (i) admit in writing its inability to pay its debts generally as they become due, (ii) make a general assignment for the benefit of creditors, (iii) institute proceedings to be adjudicated a voluntary bankruptcy, (iv) consent to the filing of a petition of bankruptcy against it, (v) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, (vi) seek reorganization under any bankruptcy act; (vii) consent to the filing of a petition seeking such reorganization, or (viii) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs, then, in any such event, the other party, at its option and without prior notice, may terminate this Agreement effective immediately.

c. Early Termination Fee. If Client terminates this Agreement or any Order Form for convenience prior to the end of the Initial Term or any Renewal Term, Client shall pay an early termination fee equal to the remaining fees that would have been due for the remainder of the applicable term, payable upon termination. This Section does not apply to termination for material breach by Rentvine.

d. Effect of Termination. Upon termination of this Agreement for any reason other than the insolvency of Rentvine or Rentvine ceasing to conduct business in the ordinary course and its obligations hereunder are not assumed by a third-party: (1) all rights and licenses granted to Client hereunder shall immediately cease; (2) Rentvine shall terminate Client's access to the Software and Services; (3) Client shall immediately cease use of the Software and Services in any manner whatsoever, and delete and return all copies of Software and other related materials to Rentvine; and (4) all payments owed to either party shall be immediately due and payable.

e. Survival. Where the context or wording of a section indicates, these Master Subscription Terms shall survive its termination, including, without limitation, Sections 3, 4, 5, 6, 7, 8, and 9 hereof.

a. Rentvine Ownership. Rentvine owns and shall retain all right, title and interest in and to the Intellectual Property Rights in the Software including without limitation all source and object code, specifications, designs, processes, techniques, improvements, discoveries and inventions, including without limitation any modifications, improvements or derivative works thereof and all works of authorship created, invented, reduced to practice, authored, developed, or delivered by Rentvine or any third-party, either solely or jointly with others, arising from this Agreement or any amendment to it, including without limitation all copies and portions thereto, whether made by or under the direction of Rentvine or Client (“Rentvine Intellectual Property”). All rights not expressly granted to Client herein are reserved by Rentvine. Client shall acquire no rights, title, or interest in or to the Rentvine Intellectual Property except the limited license rights expressly set forth in this Agreement. Any unauthorized use, modification, duplication, or disclosure of the Software or Services shall be deemed a material breach of this Agreement.

b. Licenses.

1. Client Data and AI License. As between the parties, Client retains all right, title, and interest in and to Client Data. Client grants Rentvine a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, and create derivative works from Client Data for the purposes of: (a) providing the Services; (b) improving Rentvine's products and services; (c) developing new products and services; and (d) generating anonymized and aggregated data (“Aggregated Data”). Client explicitly grants Rentvine the right to use Client Data and Aggregated Data to train, tune, and improve artificial intelligence and machine learning models, provided that Rentvine shall never use Client Data in a manner that exposes the identity of Client, its employees, or its tenants to any third party. Rentvine owns all right, title, and interest in such Aggregated Data and AI models.
2. Usage Data. Client understands and agrees that the Software and the Services generate usage and operational data, including metadata, telemetry, object definitions, and performance information (“Usage Data”). Client agrees that Rentvine shall retain the right to use Usage Data to operate, develop, support, and improve its products and services. Rentvine agrees that any disclosure of Usage Data shall only be made in compliance with the confidentiality obligation set forth herein and in such a manner as to not identify Client or its users.
3. Feedback. Client grants Rentvine a worldwide, perpetual, irrevocable, transferrable, sublicensable, royalty-free license to use, copy, modify, incorporate, exploit and create derivative works from any and all voluntary feedback and Client recommendations, whether written or oral (collectively, “Feedback”) with respect to the Software and the Services, without restriction or obligation. Client explicitly grants Rentvine the right to use Feedback to train, tune, and improve artificial intelligence and machine learning models. Rentvine owns all right, title, and interest in such AI models.

c. Rentvine Intellectual Property Protection. Client shall not itself nor shall it permit any other party to:

1. Disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for any part of the Services or Software; adapt, modify, or prepare derivative works or inventions based on any portion of the Software; or use any portion of the Software to create any computer program or other material that performs, replicates, or utilizes the same or substantially similar functions as the Services or Software.
2. By any means sell, transform, translate, assign, pledge, mortgage, encumber, or otherwise dispose of any Rentvine Intellectual Property or any of the rights or obligations granted or imposed on Client hereunder. In no event shall this Agreement, or any rights or privileges hereunder, be an asset of Client under any bankruptcy, insolvency, or reorganization proceedings, or in any other manner whatsoever; provided, however, this Agreement and the transactions provided for herein shall be binding upon and inure to the benefit of the parties, their legal representatives, and permitted transferees, successors, and assigns.

d. Nondisclosure. Client acknowledges that the Software, the Services, the terms of this Agreement, and other information provided by Rentvine to Client represent Proprietary Information of Rentvine and the source code that underlies the Software is a Trade Secret owned by Rentvine. Each party agrees with the other: (i) to hold the Proprietary Information in the strictest confidence; (ii) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any third-party, subject to the provisions of subsection (iv) below; (iii) not to make use of the Proprietary Information other than for the permitted purposes under this Agreement; and (iv) to disclose the Proprietary Information only to their respective representatives requiring such material for effective performance of this Agreement and who have undertaken a written obligation of confidentiality and limitation of use consistent with this Agreement. Proprietary Information shall not include information which (1) is already known to the receiving party free of any restriction at the time it is obtained from the disclosing party; (2) is subsequently learned by the receiving party from an independent third-party free of any restriction and without breach of this Agreement; (3) is or becomes publicly available through no wrongful act of either party; or (4) is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the parties provide each other with timely written prior notice of such requirements. Each party hereto shall institute internal operating procedures to assure limited access and use of Proprietary Information consistent with this Agreement and shall exercise due care to monitor and ensure compliance with this Agreement. The nondisclosure and confidentiality obligations set forth in this Section 4(d) shall survive termination of this Agreement for any reason and shall remain in effect with respect to Trade Secrets for as long as the owner of such information is entitled to protection thereof and with respect to Confidential Information for a period of two (2) years after termination hereof.

e. Reservation of Rights. No exclusive rights are granted by this Agreement. All rights or licenses not expressly granted to Client herein are reserved to Rentvine.

f. Remedies. The parties acknowledge that, in the event of a breach of any or all of Sections 4(a), 4(b), and 4(c), by either party, the other party will likely suffer irreparable damage that cannot be fully remedied by monetary damages. Therefore, both parties agree that either party shall be entitled to seek and obtain injunctive relief against any such breach in any court of competent jurisdiction and terminate this Agreement immediately upon written notice to the other party. The rights of either party under this section shall not in any way be construed to limit or restrict the right to seek or obtain other damages or relief available under this Agreement or applicable law.

g. Data Security and Incident Response. Rentvine shall maintain an information security program containing administrative, technical, and physical safeguards reasonably designed to protect Client Data. In the event of a confirmed breach of security resulting in the unauthorized destruction, loss, alteration, or disclosure of Client Data (“Security Incident”), Rentvine shall notify Client without undue delay, and in no event later than forty-eight (48) hours after discovery. Notwithstanding the foregoing, if a Security Incident involves data obtained via the Plaid Services, Rentvine shall comply with the specific notification timelines required by the Plaid End Client Terms.

a. By Rentvine. Rentvine represents and warrants that: (i) it has all necessary rights, licenses and approvals required to perform its obligations hereunder, and to operate and provide the Services in accordance with this Agreement; (ii) its performance hereunder will be rendered using sound, professional practices in accordance with industry practices; (iii) the Software and Selected Services provided hereunder will be provided in accordance with their applicable specifications, documentation and service levels herein; (iv) its obligations do not conflict with any other Rentvine obligations or agreement (in writing or otherwise) with any third-party; and (v) it will comply with all applicable foreign, federal, state and local laws, rules and regulations in the performance of its obligations hereunder.

b. By Client. Client represents and warrants that: (i) it has all necessary rights, licenses and approvals required to perform its obligations hereunder; (ii) Client's obligations are not in conflict with any other Client obligations or agreement (in writing or otherwise) with any third-party; (iii) provision and use of the Client Data, whether such data is Internally Provided Data or Externally Provided Data, shall not infringe upon or violate the rights of any third-party and has been duly authorized; and (iv) Client will comply with all applicable foreign, federal, state and local laws, rules and regulations in the performance of its obligations hereunder.

a. By Rentvine. Rentvine agrees to defend, indemnify, and hold harmless Client, and its directors, officers, employees, and agents from and against any and all third-party claims, demands, and liabilities, including reasonable attorneys' fees, resulting from or arising out of: (i) the Software provided under this Agreement infringes or violates any patents, copyrights, trade secrets, licenses, or other intellectual property rights of any third-party; excluding any claims arising from (A) Client's modification of the Software, (B) Client's use of the Software in combination with third-party products not approved by Rentvine, or (C) Client's use of the Software outside the scope of this Agreement; (ii) any material breach of Rentvine's representations and warranties in this Agreement; or (iii) Rentvine's failure to comply with Rentvine's obligations under laws, rules or regulations specifically applicable to Rentvine or the Selected Services provided under this Agreement; provided, however, that Rentvine's indemnification obligations shall not apply to the extent such claims arise from Client's negligence, willful misconduct, or breach of this Agreement.

b. By Client. Client agrees to defend, indemnify, and hold harmless Rentvine, its Affiliates, and each of their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, and liabilities, including reasonable attorneys' fees, resulting from or arising out of: (i) the Client Data or other data originating from an External System (as defined in Section 2(c)(v)), including (A) whether such data is Internally Provided Data, Externally Provided Data, or otherwise accessed or retrieved at Client's direction, infringing or violating the rights of any third party or the terms of any applicable third-party platform, software, or service agreement and (B) any actual or suspected data breach, or other intrusion, with respect to such Client Data that is not caused by Rentvine's negligence, willful misconduct, or breach of this Agreement; (ii) any breach of Client's representations and warranties in this Agreement; or (iii) Client's failure to comply with Client's obligations under any and all laws, rules or regulations applicable to Client or any customer of a Client under this Agreement, except to the extent such violation arises out of Rentvine's failure to comply with Rentvine's obligations hereunder. Such laws, rules and regulations include, without limitation, the Fair Housing Act, the FCRA, consumer protection laws, privacy and data protection laws, anti-money laundering and sanctions requirements, state and local laws and ordinances related to rental pricing and the use of AI Tools, and trust-accounting and escrow rules applicable to Client's business. Client's indemnity obligations also extend to claims arising from Client's use of AI Tools or External Systems, including, but not limited to usage in connection with (i) housing, eligibility, adverse action, or any other regulated decisions and (ii) rent pricing, rent and fee disclosure or other regulated terms.

c. Procedure. A party seeking indemnification (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) within thirty (30) days after becoming aware of any claim for indemnification, provided that failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnifying Party may assume the defense and control of such claim by providing written notice to the Indemnified Party within fifteen (15) days. If the Indemnifying Party does not assume such defense, the Indemnified Party may control its own defense using counsel of its choice. Additionally, notwithstanding the Indemnifying Party's assumption of defense, if Rentvine is the Indemnified Party, Rentvine may elect to control its own defense if it reasonably determines that (i) a conflict of interest exists between the parties with respect to such claim, or (ii) the claim could materially affect Rentvine's business operations, reputation, or relationships with other clients. Both parties shall provide reasonable cooperation to each other in connection with any indemnified claim. The party controlling the defense may settle any indemnified claim without the consent of the other party, provided that any such settlement (i) includes an unconditional release of the Indemnified Party and its Affiliates from all liability in respect of such claim, and (ii) does not impose any monetary or continuing non-monetary obligation on the Indemnified Party. Any settlement that does not meet these requirements shall require the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

d. Limitation of Liability. THE PARTIES AGREE THAT EACH PARTY'S RESPECTIVE LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) IF ANY, FOR ANY DAMAGES RELATED TO THIS AGREEMENT SHALL BE FOR ACTUAL DAMAGES INCURRED AND SHALL NOT EXCEED THE FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES. THE LIMITATIONS OF THIS PARAGRAPH SHALL NOT APPLY TO (1) EITHER PARTY'S BREACH OF CONFIDENTIALITY UNDER SECTION 4(D), (2) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6(A) OR 6(B), (3) CLIENT'S LIABILITY FOR PAYMENT OF UNDISPUTED FEES OR UNAUTHORIZED USE OR MISAPPROPRIATION OF RENTVINE'S INTELLECTUAL PROPERTY, OR (4) EITHER PARTY'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. THE PARTIES AGREE THAT THESE LIMITATIONS APPLY TO ALL THEORIES OF LIABILITY, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, AND THAT THE ALLOCATION OF RISK SET FORTH HEREIN IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

e. No Rentvine Liability. Rentvine will not be liable to Client for any claim, damage, loss or defect arising from or based upon: (i) any alteration, modification or unauthorized use of the Software by Client or its personnel; (ii) any inaccuracy, incompleteness, or defects in Client Data or other inputs provided by or on behalf of Client; (iii) the compilation of Client Data and submission to Client to the extent such compilation and submission are conducted strictly in accordance with Client's instructions and the terms hereof; (iv) disputes between Client and third-parties engaged by Client in connection with the Services, including through the Rentvine platform, or any failure of performance by such third-parties; (v) disputes between Client and the end-users of Client's services and products; (vi) actual or alleged breaches of Client Data arising from Client's failure to comply with applicable law, or its negligence, willful misconduct, or breach of this Agreement or (vii) except with respect to Rentvine's obligation to maintain at all times during the term of this Agreement all of the rights necessary to provide the Services and perform all of its obligations hereunder, any other cause beyond the control of Rentvine or its Affiliates. Without limiting the foregoing, Rentvine shall have no liability for any decision, action, or omission taken by Client based on AI Tools, or for any error, interruption, or incident arising from External Systems or third-party services.

f. Risk Allocation. The parties expressly agree that this Agreement reflects the allocation of risks including the limitation of liability described in this Section 6. Any modification of such risk allocations would affect Rentvine's fees; and in consideration thereof, Client agrees to such risk allocations.

g. Third Party Requests or Claims. This Agreement will not be construed to prevent Rentvine from disclosing Client Data, Client account information, or other Client information to a third-party, court, or governmental body when required by law or pursuant to a valid court order, subpoena, search warrant, or applicable regulation, provided that Rentvine: (a) gives reasonable advance notice before making the disclosure, unless prohibited by law or prevented by the timing or nature of the legal process; (b) to the extent legally permissible and commercially reasonable, provides reasonable assistance to Client, at Client's cost, in any lawful efforts by Client to resist or limit the disclosure of such Client Data or other Client information, provided that such assistance does not require Rentvine to violate any legal obligation or expose Rentvine to legal liability; and (c) discloses only that portion of the Client Data or other Client information that is legally required to be disclosed. Client shall reimburse Rentvine for all reasonable costs and expenses, including attorneys' fees, incurred by Rentvine in responding to any such third-party request or legal process, except to the extent such request relates solely to Rentvine's own conduct or operations unrelated to Client. Rentvine shall have no obligation to independently challenge any such legal process on Client's behalf.

a. Informal Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, in prompt, amicable, and businesslike discussions between management level executives who have authority to settle the controversy. Either party may give written notice of any dispute relating to this Agreement not resolved in the ordinary course of business. Within fifteen (15) days of such written notice, the parties will agree upon a site and the representative of each party who will take part in the settlement negotiations.

b. Arbitration Agreement. Except for claims seeking injunctive relief for which court relief may be sought, the parties shall arbitrate any dispute resulting from or arising as a result of this Agreement. Any such arbitration shall be binding, in accordance with the commercial rules of the American Arbitration Association (“AAA”). Any such arbitration shall be held in the State of Delaware and directed by the AAA. Notwithstanding the foregoing or the then-current specified commercial rules of the AAA, the following shall apply with respect to the arbitration proceeding: (a) the arbitration proceedings shall be conducted by one (1) arbitrator selected by the parties, provided, if the parties fail to make such designation within five (5) days after receipt by the AAA of the demand for arbitration, the AAA shall make the appointment in its sole discretion (provided such arbitrator shall have experience and knowledge of software and service bureau transactions) and (b) the existence, subject, evidence, proceedings and rulings resulting from the arbitration proceedings shall be deemed Confidential Information, and shall not be disclosed by either party, their representatives, or the arbitrator except: (i) to the professional advisors of each of the parties; (ii) in connection with a public offering of securities of either of the parties; (iii) as ordered by any court of competent jurisdiction; or (iv) as required to comply with any applicable governmental statute or regulation. Client and Rentvine are each hereby waiving their right to a jury trial.

c. Class Action Waiver. By entering into this Agreement, Client agrees that any dispute, claim, or controversy arising out of or relating to the Order Form, the Services or these Master Subscription Terms, including their interpretation, breach, or enforcement, or any transaction or relationship arising from it (collectively, “Disputes”), shall be resolved on an individual basis only. Client expressly waive the right to bring, participate in, or join any class, collective, or representative action against Rentvine. Client and Rentvine agree that the arbitrator, appointed pursuant to Section 7.b has no authority to consolidate claims or conduct class-wide arbitration and claims for Disputes may only be brough individually.

a. API License. If Rentvine provides Client with access to one or more application programming interfaces (“APIs”), Rentvine hereby grants to Client a limited, non-exclusive, non-transferable, revocable license to access and use such APIs solely for the purpose of integrating the Software with Client's own internal business systems and applications, and solely in accordance with Rentvine's applicable documentation, usage guidelines, and this Agreement.

b. Third-Party Developer Access. If Client engages any third-party developer, consultant, or vendor to access or use the APIs on its behalf, Client shall be fully responsible for all acts and omissions of such third party as if performed by Client itself. Client shall ensure that all such third parties are bound by written obligations consistent with the terms of this Agreement and shall indemnify Rentvine for any damages, losses, or liabilities arising from or related to such third-party access.

c. API Modifications and Discontinuation. Rentvine reserves the right to modify, enhance, suspend, or discontinue any API or related integration functionality at any time, with or without notice, and shall have no liability to Client or any third party for any resulting impact. Rentvine may require Client to implement updated versions of the APIs within a commercially reasonable timeframe to maintain continued functionality or security compliance.

a. Entire Agreement. The sole and entire agreement between Rentvine and Client consists of: (i) the Order Form, (ii) these Master Subscription Terms, which incorporate any other terms or policies applicable to your use of the Services that we make available, such as through an online signup flow, and (iii) the Digital Terms of Use (which are incorporated by reference). This agreement supersedes any and all previous discussions, communications, understandings or arrangements, whether written or oral, with Rentvine with respect to the Services. Client acknowledges and agrees that Client's agreement is not contingent upon the delivery of any future functionality or features not specified herein or in the Order Form or in the online sign-up flow, as applicable, or dependent upon any oral or written, public or private comments made by Rentvine with respect to future functionality or features for the Services.

b. Assignment. Client will not assign or transfer the Services or any of its rights and/or obligations under these Master Subscription Terms without Rentvine's prior written consent. Rentvine may without restriction assign or transfer its rights and/or obligation hereunder, at its sole discretion. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective permitted successors and assigns.

c. Binding Effect. Subject to the foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the successors and assigns of the respective parties hereto.

d. Governing Law. This Agreement is to be interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of laws. The Uniform Computer Information Transactions Act shall not apply to this Agreement.

e. Headings. Headings of paragraphs in these Master Subscription Terms are inserted for convenience only and are in no way intended to limit or define the scope and/or interpretation of these Master Subscription Terms.

f. Independent Parties. Rentvine is an independent contractor and nothing in these Master Subscription Terms is to be construed to create a partnership, joint venture, or agency relationship between Rentvine and Client.

g. Severability. If any part, term, or provision of these Master Subscription Terms is held to be illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over these Master Subscription Terms, the validity of the remaining portions or provisions are not to be affected thereby.

h. Notices. Any notice given pursuant to these Master Subscription Terms is to be in writing and is to be given by personal service, including nationally recognized overnight courier, or by registered or certified first class mail, return receipt requested, postage prepaid to the addresses set forth in the opening paragraph of this Agreement, or as changed through written notice to the other party, or by electronic email to the address(es) specified by the receiving party in accordance with normal procedures and policies established Rentvine for providing the same. Notice given by personal service is to be deemed effective on the date it is delivered to the addressee, notice mailed via the USPS is to be deemed effective on the third (3rd) day following its placement in the mail addressed to the addressee, and notice given through electronic mail is to be deemed effective on the first (1st) business day following its delivery to the proper electronic mail address of the addressee.

i. Force Majeure. No party shall be liable for failure to perform or delay in performing all or any part of its obligations under these Master Subscription Terms to the extent that such failure or delay is due to any cause or circumstance reasonably beyond the control of such party including, without limitation, acts of God, fire, flood, storms, earthquake, pandemic, strike or other labor dispute, acts of terrorism, government requirement, or civil or military authority. The party affected by such an event shall promptly notify the other party in writing. The party so affected shall take reasonable steps to resume performance with the least possible delay.

ii. Suspension. Plaid may suspend End Client's access to the Plaid Services or FI Data, in whole or in part, if Plaid determines or reasonably believes that: (a) End Client has breached this Section 5 (FI Data); (b) End Client's use of the Plaid Services or FI Data will or has materially violated an agreement between Plaid and an applicable FI; (c) End Client's use of the Plaid Services or FI Data will or does pose a risk of material harm, including material reputational harm, to End Users, an FI, or the Plaid Services. In addition, an FI may suspend End Client's access to FI Data with respect to such FI. Plaid will use commercially reasonable efforts to: (1) notify Partner prior to any suspension described in this paragraph; (2) discuss with Partner in good faith any such suspension; and (3) resume End Client's access to the Plaid Services and FI Data as promptly as is practicable after the basis for such suspension is cured to Plaid's (and, as applicable, the relevant FI's) reasonable satisfaction.

iii. Indemnity. End Client will indemnify, defend and hold harmless each FI, Plaid, and the affiliates of each of the foregoing from any claims, actions, suits, demands, losses, liabilities, damages (including taxes), costs, and expenses arising from or in connection with: (a) any Security Breach resulting in unauthorized disclosure of FI Data provided to End Client hereunder; or (b) End Client's unauthorized or improper use of FI Data provided to End Client hereunder (including any unauthorized Data Sharing, transmission, access, display, storage, or loss). This Section 5(iii) (Indemnity) is not subject to any limitation of liabilities set forth in the Partner-Client Agreement. Each FI is a third-party beneficiary of this Section 5(iii) (Indemnity).

iv. Modifications. End Client acknowledges that continued access to FI Data provided by certain FIs may necessitate modifications to this Section 5 (FI Data) pertaining to all applicable Plaid end clients. End Client will accept such modifications to continue accessing or using the Plaid Services with respect to such FIs. Plaid will use commercially reasonable efforts to notify Partner of the modifications and the effective date of such modifications. If End Client objects to the modifications, its exclusive remedy is to cease any and all access and use of the Plaid Services as it relates to the applicable FI(s). Continued access to or use of such Plaid Services after the effective date of such modifications to this Section 5 (FI Data) will constitute End Client's acceptance of such modifications.

v. Miscellaneous. In the event of a conflict with any other agreement or provision (including other provisions within the Partner-Client Agreement), the terms and conditions of this Section 5 (FI Data) will govern and prevail. Capitalized terms used in this Section 5 (FI Data) and not otherwise defined will have the meanings ascribed to them in the Agreement. All provisions of this Section 5 (FI Data) will remain in force in the event of the termination or expiration of this Section 5 (FI Data), the Agreement, or the Partner-Client Agreement.