RealPage^® Smart Building Service Terms and Conditions

Updated: June 3, 2024

These Service Terms and Conditions (“Service Terms”) provide the governing terms for the Services (defined below).  By executing an Order Form that incorporates these Service Terms, Site Owner (as identified in the Order Form) and Stratis IoT, Inc. d/b/a RealPage Smart Building (f/k/a RealPage CommunityConnect, Inc.) (“RealPage”) agree to the following governing terms and conditions.

RealPage may modify these Service Terms at any time without notice to Site Owner.  RealPage will post the revised Service Terms at this website and update the “Updated” date at the top of these Service Terms. RealPage recommends that Site Owner reviews these Service Terms periodically for any changes.  Site Owner’s continued access to or use of the Services will constitute acceptance of the revised legally-binding Service Terms.

1. Definitions

“Admin User” means any Site Owner employee, contractor or agent who accesses or uses the Services, on behalf of Site Owner for the Site, for the purpose of provisioning and managing access credentials for End Users (the “Admin Functions”).

“Affiliate” means any entity that, directly or indirectly, controls, is controlled by or is under common control with a party. For purposes of this definition, “control” means the ownership, directly or indirectly, of a majority of the voting securities or other ownership interests of such entity, or the ability to direct the affairs, or control the composition of the board of directors or equivalent body, of such entity.

“Agreement” means (i) an executed Order Form, (ii) an executed Statement of Work (if applicable), (iii) these Service Terms and (iv) any legal terms between RealPage and Site Owner that are expressly incorporated by reference in either of the foregoing clauses (i) through (iii).

“App” means the RealPage Smart Building application that resides on an End User’s personal device (such as a smart phone, smart watch, tablet or computer) that enables the End User to communicate with the Gateway and to issue instructions to the relevant Smart Devices.

"Basic Functionality" means the ability to use Hardware in its most rudimentary or analog (if available) state without use of the Services.

"Certified Integrator” means a Third-Party Provider licensed to provide electronic access control services and that has successfully completed RealPage’s training program for proper installation, integration and support of Hardware and Smart Devices for use with the portion of the Services that enables Common Area access control.

“Common Areas” means any area within the Site that is designated by Site Owner as available for common use by Resident Users and Guest Users.

"Communication Network" means the on-Site wired or wireless communication infrastructure that facilitates communications between and among the Company Hosting Server, the Management Portal, and the Gateway (for non-Wi-Fi-connected Smart Devices) or Smart Devices (for Wi-Fi-connected Smart Devices), including the broadband connection to the Internet.  The Communication Network terminates at the Gateways (for non-Wi-Fi-connected Smart Devices) or the Smart Devices (for Wi-Fi-connected Smart Devices) throughout the Site.

“Company Hosting Server” means a cloud-based server that resides off-Site and (i) receives commands via Site Owner’s use of the Management Portal, system commands originating from server-side rules and integrations, and Resident Users’ use of the App, (ii) based on the commands received, issues instructions to the Gateway and/or Smart Devices and (iii) stores Usage Data.  The Company Hosting Server connects to the Communication Network via a secure Internet connection using the Connectivity.

“Confidential Information” means information that a party (the “Disclosing Party”) discloses to the other party (the “Receiving Party”) in connection with the Services that the Disclosing Party identifies in good faith as confidential or proprietary or, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary. Confidential Information includes non-public information relating to: Intellectual Property; technology; know-how; prototypes; current and future products and services; processes; customers; vendors; employees; contractors; business plans and methods; research and development; promotional and marketing activities; finances; pricing; contracts and business arrangements; and other business affairs. Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or anyone to whom the Receiving Party transmits the information, (ii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party who, to the Receiving Party’s knowledge, is not bound by a confidentiality agreement with the Disclosing Party, (iii) was rightfully known to the Receiving Party or in its possession prior to the date of disclosure by the Disclosing Party, or (iv) is independently developed by the Receiving Party without any benefit of or reference to the Disclosing Party’s Confidential Information.

"Connectivity"means the data transmission connection that enables the on-Site components of the System to communicate with the Company Hosting Server.

“Emergency Security Issue” means any (i) use of the Services by Site Owner that disrupts or is reasonably likely to disrupt the availability of the Services to other users; or (ii) access to or use of the Services by any unauthorized third party through Site Owner Facilities.

“End User” means any Admin User, Guest User or Resident User.

“EULA” means the End User License Agreement that governs each Resident User’s and Guest User’s access to and use of the App and any Services made accessible through the App.

"Gateway"means a communication device that is located in, or proximate to, Units that connects to the Communication Network and communicates with the non-Wi-Fi-connected Smart Devices in Units as well as Common Areas of the Site.  The Gateway sends and receives commands from (i) Site Owner via Site Owner’s use of the Management Portal and (ii) Resident Users via their use of the App.

“Guest User” means an individual guest who visits the Site on a temporary basis and is given limited access through the Services to access Common Areas or a Resident User’s Unit, as permitted by such Resident User (the “Guest Functions”).

“Hardware” means (i) Smart Devices at the Site and (ii) any hardware required for use of the Services at the Site.

"Installing Partner” means a Third-Party Provider designated by Site Owner in the Order Form as responsible for installing Hardware (for clarity, an Installing Partner may not install Common Area access-control Hardware unless such Installing Partner is also a Certified Integrator).

“Intellectual Property” means all rights associated with patents and inventions; copyrights, mask works and other works of authorship (including moral rights); trademarks, service marks, trade dress, trade names, logos and other source identifiers; trade secrets; software, databases and data; and all other intellectual property and industrial designs.

“Lock” means an electronic lock installed at a Unit at the Site and connected to the Services.

“Management Portal” means software that enables Site Owner to (i) communicate with the Company Hosting Server, (ii) establish settings for Resident Users’ interaction with the Smart Devices and use of the App, (iii) communicate with residents via the App, and (iv) issue Site Owner-directed commands to the Smart Devices.

“Management Services” means (i) Site Owner's use of the full functionality available on the Management Portal based on the Smart Devices deployed at the Site; (ii) training for Site Owner and its representatives relating to the use and operation of the System; and (iii) provision of customer support for the Management Services in accordance with Schedule A.

“Order Form” means the order form for the Services that incorporates and is subject to and governed by these Service Terms.

“Registration Data” means the information about an End User that is required by RealPage to create a user account for such End User (e.g., name, phone number, email address, physical address, move-in and move-out dates, and lease start and end dates).

“Resident Functions” means the portions of the Services accessible to a Resident User for (i) provisioning and managing access credentials for the Smart Devices in such Resident User’s Unit at the Site; (ii) granting Guest Users with temporary access to Common Areas or such Resident User’s Unit at the Site; (iii) controlling Common Area access points at the Site through Gateways; (iv) controlling the Lock on such Resident User’s Unit at the Site; (v) controlling Smart Devices in the Resident User’s Unit; (vi) accessing and controlling scenes; and (vii) configuring the Resident User’s experience on the App.

“Resident Services” means (i) for eligible Resident Users,  who have installed the App and accepted the EULA, access to and use of the Resident Functions available on the App based on the Smart Devices deployed at the Site; (ii) electronic training regarding use of the Resident Functions; and (iii) the provision of customer support for the Resident Functions in accordance with Schedule A.

“Resident User” means an individual resident of the Site who accesses or uses the Services.

“Security Breach” means any actual breach of a party’s platforms, networks, systems, servers, security or safeguards that results in unauthorized access to or use of Site Owner Data or Usage Data.

"Self-Guided Tours" means the RealPage product that provides a touring platform allowing prospects to schedule an on-Site self-guided tour from the appointment widget and access Site-related content while touring.

“Services” means the Smart Building services consisting of the (i) Management Services and (ii) Resident Services.

“Service Terms” means these RealPage Smart Building Service Terms and Conditions, including any Schedules hereto.

“Site” means the apartment building or community owned or managed by Site Owner as identified in the Order Form.

“Site Owner” means the party that executes the Order Form and owns or manages the Site(s) covered by the Order Form.

“Site Owner Data” means all data, including without limitation Registration Data and Usage Data, that Site Owner or any End User submits, uploads, emails, transmits or otherwise makes available through or to the Services.

“Site Owner Facilities” means any access credentials, accounts, Hardware, systems or other facilities within the custody or control of Site Owner.

“Smart Devices” means devices that send, receive, and acknowledge data and commands between the Management Portal, Gateways, and/or the App in order to implement instructions received from Site Owner and End Users.

“Start Date” means the date on which all required aspects of the System (including Hardware) under the Order Form are in production use by any End User.

“Statement of Work” or “SOW” means the statement of work describing any installation and implementation work to be performed by RealPage relating to the Services.

"Supporting Partner” means a Third-Party Provider designated by Site Owner in the Order Form as responsible for providing on-Site support for Hardware- or Smart Device-specific issues (for clarity, a Supporting Partner may not provide support relating to Common Area access control Hardware or Smart Devices unless such Supporting Partner is also a Certified Integrator).

“System” means the elements that, when combined, enable delivery of the Services.  The System includes the (i) Company Hosting Server; (ii) Connectivity; (iii) Management Portal; (iv) Communication Network; (v) Gateway(s); (vi) Smart Devices; and (vii) App.

“Third Party Provider” means a third party provider of a product or service that integrates with the Services.

“Unit” means each individual residential unit at a Site.

“Usage Data” means activity log data relating to access or use of the Services by Site Owner or End Users, including information relating to the identity of the End User who performed an activity; the date and time of such activity; and the Hardware accessed.

2. Grant of Rights

1. License. Subject to Site Owner’s compliance in all material respects with the Agreement, RealPage grants Site Owner a limited, non-exclusive, non-sublicensable, revocable license to access and use the Services solely for Site Owner’s business purposes, and to allow (i) Admin Users to access and use the Admin Functions; (ii) Resident Users to access and use the Resident Functions; and (iii) Guest Users to access and use the Guest Functions.  The access permitted under clauses (ii) and (iii) of the preceding sentence is subject to the applicable End User’s provision of any requisite Registration Data and compliance with the EULA.
2. Restrictions. Site Owner will not itself, nor will it authorize or permit any third party to, (i) reproduce, distribute, modify, translate, adapt or create derivative works based upon the Services; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive any source code or architectural framework of the Services; (iii) access the Services for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services; (iv) ping or otherwise transmit commands or queries to the Services for any purpose other than provisioning and managing access credentials for End Users or the ordinary operation of Hardware; (v) rent, lease, lend, sell or sublicense the Services or otherwise provide access to the Services as part of a service bureau or similar fee-for-service purpose; (vi) submit, upload, email, transmit or otherwise make available through or to the Services any material that violates another party’s Intellectual Property or other proprietary rights; or (vii) use the Services in any way that does not comply with all laws, rules and regulations applicable to the Services.  Notwithstanding the foregoing, Site Owner is permitted to charge Residents for their access to and use of the Services.
3. Additional Functions. FFrom time to time, RealPage may make available certain additional third-party functions and features for the Services that are available as optional components (collectively, “Additional Functions”). Access to and use of Additional Functions at the Site is optional, at Site Owner's discretion, and may be subject to heightened bandwidth requirements and additional fees, provided that Site Owner elects to use such Additional Functions.  To access or use Additional Functions, each End User may be required to sign up for a user account with the applicable Third Party Provider(s).  RealPage may provide such Third Party Providers with Registration Data about an End User, provided that RealPage (i) identifies the Third Party Provider to Site Owner and the End User before doing so; and (ii) obtains the consent of the End User to provide such Registration Data to the Third Party Provider.

3. RealPage Responsibilities

1. Design. As provided in a Statement of Work, at Site Owner’s request RealPage will prepare a design plan that sets forth (i) the Connectivity required for RealPage to provide the Services over the System at the Site, (ii) the basic topology for the Communication Network required for RealPage to provide the Services throughout the Site, including any Gateways, (iii) if applicable, standard placements for the installation of Gateways in (or proximate to) Units and in Common Areas of the Site, and (iv) an itemized list of all Smart Devices to be installed in Units and Common Areas of the Site.
2. Services. Throughout the Term, RealPage will provide the Admin Functions to Admin Users, the Resident Functions to Resident Users, and the Guest Functions to Guest Users.  If an End User elects not to use the Services, such End User may continue to access and use the Basic Functionality of any Hardware, except to the extent any Basic Functionality has been disabled or is not made available by Site Owner.
3. EULA. Each Resident User and Guest User must download the App and (within the App) accept the terms of the EULA before accessing and using, as applicable, the Resident Services and Guest Functions.  The EULA does not modify these Service Terms and, instead, governs the relationship between RealPage and each Resident User and Guest User relating to the Services.
4. Maintenance and Support. RealPage will provide maintenance and support to Site Owner and End Users in accordance with Schedule A. Except as set forth in Schedule A, RealPage will have no obligation to provide any other maintenance and support.
5. Improved Functions. Improved Functions.  If at any time during the Term RealPage improves the functionality of the Services currently provided to Site Owner, or adds additional services or features, then (subject to the Additional Requirements set forth below) RealPage will make such improved functionality and additional services or features, as applicable, available to Site Owner (the “Improved Service Functions”). Site Owner’s ability to access and use any Improved Service Functions may be contingent (in RealPage’s discretion) on Site Owner’s (i) deployment of newer or additional Hardware; (ii) securing of applicable licenses from Third Party Providers; (iii) agreement to new or modified governing terms and conditions; and (iv) payment of additional fees, provided that Site Owner elects to use Improved Service Functions for the Site (collectively, “Additional Requirements”). If the implementation of Improved Service Functions is subject to Additional Requirements, then RealPage will notify Site Owner of such Additional Requirements.

4. Site Owner Responsibilities

1. Site Information. As a condition precedent to RealPage’s performance obligations relating to the Services, Site Owner agrees to promptly provide accurate information reasonably requested by RealPage relating to the Site, and as otherwise needed, in order to implement and maintain the Services.  This may include, without limitation, (i) completion of a project information form provided by RealPage; (ii) provision of drawings such as Site layout, civil and utility layout, building architectural and MEP plans, office and amenity areas, interior design, furniture layouts, reflective ceilings, corresponding elevations, and pool and landscape layouts; and (iii) access to any APIs or other means of data transmission for ongoing delivery of such information.  Site Owner acknowledges and agrees that any failure to timely provide accurate information may result in delays or RealPage’s failure to deliver the Services in accordance with these Service Terms, and that RealPage will not be liable for any such delays or issues due to Site Owner’s failure to timely provide such information.
2. Installation and Hardware Support. Site Owner is solely responsible for any and all installation work, support and maintenance requirements relating to any Hardware at the Site.  This includes, without limitation, ensuring that all Hardware is in good working order as necessary for RealPage to provide the Services and ensuring internet connectivity is made accessible to Gateways. Site Owner will (i) employ competent Site personnel (or retain a competent Installing Partner) to install Hardware in a manner sufficient to enable RealPage to deliver the Services to the Site; and (ii) at all times during the Term, employ competent Site personnel (or retain a competent Supporting Partner) to provide on-Site support and maintenance as necessary to timely and comprehensively address any Hardware-specific issues.  Site Owner acknowledges and agrees that any such installation or Hardware-specific support and maintenance relating to Common Area access control Hardware must be performed solely by a Certified Integrator.  Site Owner’s access to and use of the Services is subject to proper installation and configuration of all Hardware in accordance with Guidelines (defined below) and Hardware manufacturer specifications.
3. Supporting Partner. During the Term, Site Owner will designate to RealPage in writing (including relevant points of contact and contact information) each Supporting Partner who will be providing on-Site support and maintenance.  Such Supporting Partner(s) will be designated in the Order Form and updated in writing by Site Owner throughout the Term as applicable.
4. Site Access. During the Term, at no charge to RealPage, Site Owner grants RealPage the nonexclusive right to access the Common Areas at the Site in order to fulfill its obligations under this Agreement.  RealPage will schedule an appointment with Site Owner reasonably in advance if RealPage or its representatives require entry to the Site, unless access is immediately required due to an emergency, lock-out, malfunction of the Services, or similar issue.  RealPage will be allowed access to a leased Unit by Site Owner only (i) if an adult Resident or Resident's agent is present; or (ii) if the Resident provides RealPage or Site Owner consent (e.g., via digital authorization) to enter the Unit unaccompanied and RealPage or Site Owner retains a record of such consent.
5. Permits. Site Owner is responsible for ensuring that (i) it has obtained and kept current all necessary permits and licenses, and that it has met all other regulations required to accommodate the Services and the System at the Site; and (ii) any Installing Partner or Supporting Partner retained by Site Owner has obtained and kept current all permits and licenses required to provide services relating to the Services and the System.
6. User Accounts. Site Owner will provide RealPage, either directly or through a third-party service provider, with certain initial Registration Data for each Admin User and Resident User to enable RealPage to set up a user account in the Services for such End Users. Before providing RealPage with such Registration Data, Site Owner will provide all notices to, and obtain all consents from, each such Admin User and Resident User relating to such Registration Data as legally necessary for RealPage to set up each user account.
7. End User Access. Site Owner is solely responsible for its relationship with any End User as contemplated under these Terms, including without limitation (i) the physical conditions of the Site; (ii) any required notices or training relating to conditions at the Site; and (iii) that Site Owner’s and any Admin User’s use of the Services complies with Site Owner’s lease and other agreements with applicable leaseholders and residents.
8. Protection. Site Owner is solely responsible for (i) protecting the confidentiality of access credentials within its custody or control; (ii) activities undertaken through access to or use of the Services by Site Owner, any Admin User or anyone accessing the Services on behalf of or through Site Owner or any Admin User; and (iii) providing commercially reasonable security for Hardware, including any safeguards necessary to protect Hardware from vandalism, inclement weather or other physical harm.  If Site Owner becomes aware of any unauthorized access to or use of the Services through use of Site Owner Facilities, then Site Owner will promptly give notice to RealPage of such unauthorized access or use and make reasonable efforts to eliminate, and assist RealPage with eliminating, such unauthorized access or use. Site Owner will at all times implement and maintain commercially reasonable security policies and procedures and access control methodologies consistent with prevailing industry standards, but in no case less than reasonable care, to safeguard access to and use of the Services through Site Owner Facilities.
9. Compliance with Laws. Site Owner is solely responsible for complying with all laws, including landlord-tenant laws, applicable to (i) Site Owner’s ability to offer the Services at a Site; and (ii) the access to and use of the Services by Site Owner and any Admin Users.
10. Hardware. Site Owner is solely responsible for (i) any Site Owner-provided Hardware that is used in conjunction with or connected to the System and (ii) any installation work performed by Site Owner or its agents relating to the System.  This includes, without limitation, ensuring that such Hardware is installed correctly, compatible with the System (as updated from time-to-time) and for any issues that such Hardware or installation work causes relating to the System.  The parties acknowledge that, from time-to-time, certain Hardware or Smart Devices may be rendered obsolete and/or deprecated as determined by the applicable third-party manufacturer (collectively, “Old Hardware”).  RealPage expressly disclaims any obligation or liability for ensuring that any Old Hardware is compatible with the System, and may determine in RealPage’s sole discretion to discontinue supporting Old Hardware at any time.  If practicable, upon Site Owner’s request, RealPage will confirm whether specified Hardware or Smart Devices constitutes Old Hardware and, if it constitutes Old Hardware, whether it is compatible with the System.

5. Third Party Provider Providers and Hardware

1. Third Party Providers. RealPage may rely on certain Third Party Providers to provide products and services to Site Owner, which may include, without limitation, serving as Integrators and/or Hardware suppliers.  RealPage will be liable for any such work performed by, or Hardware supplied by, a Third Party Provider on RealPage’s behalf, subject to the terms of this Agreement.
2. Installation and Support Guidelines. RealPage will provide Site Owner and its designated Installing Partners and Support Partners with written guidelines setting forth the minimum requirements for proper installation and configuration of Hardware for use with the Services (“Guidelines”).
3. Purchase of Hardware from Third Party Providers. Use of, and access to, the Services requires that Site Owner purchase all required Hardware from an authorized seller of such items.
4. Purchase of Hardware from RealPage. If RealPage is an authorized reseller or manufacturer of certain Hardware, then Site Owner may purchase such Hardware from RealPage, and the parties will specify in the Order Form the quantities, product numbers and descriptions and pricing for such Hardware desired by Site Owner.  All such orders will be shipped FCA (as defined in Incoterms 2010) RealPage facilities or those of its suppliers, at which time risk of loss and title will pass.  Site Owner is solely responsible for payment of freight and any applicable Taxes (defined below).
5. Installation and Configuration. Site Owner may engage an Integrator to install and configure all desired Hardware. Site Owner’s access to and use of the Services is subject to (i) proper installation and configuration of all Hardware in accordance with Guidelines and Hardware manufacturer specifications; and (ii) Site Owner making internet connectivity accessible to Gateways.
6. Hardware Warranty, Maintenance and Support. RealPage will pass through to Site Owner any applicable manufacturer’s warranty for Hardware purchased by Site Owner from RealPage pursuant to Section 5(d).  Notwithstanding the foregoing, for any Hardware manufactured by RealPage, RealPage warrants that such Hardware will be free from defects in workmanship and materials, under normal use and conditions, for a period of 1 year from the date such Hardware was delivered to Site Owner.  For any such RealPage-manufactured Hardware, RealPage will work with Site Owner’s designated Installing Partner during Installation and designated Supporting Partner after the Service is deployed, at its option during such warranty period, to repair any defect in material or workmanship or furnish a new, repaired or refurbished product of equal performance without charge.  Such repair or replacement is subject to RealPage’s verification of the defect or malfunction and proof of purchase from RealPage by evidence of the model number.  Any such replacement of RealPage-manufactured Hardware will be subject to the term of the original 1 year warranty for the replaced Hardware, which may be extended solely by the amount of time the replaced Hardware was defective.

6. Intellectual Property

1. RealPage Ownership. Site Owner acknowledges and agrees that, as between RealPage and Site Owner, RealPage owns all rights, title and interest (including all Intellectual Property rights) in and to the Services, including, without limitation, all work product (regardless of whether copyrightable or patentable and regardless of whether tangible or intangible) developed by RealPage during the course of designing and providing the Services to Site Owner.  For clarity, this does not include any Site Owner Data or Usage Data processed by the Services.
2. Site Owner Ownership. RealPage acknowledges and agrees that, as between Site Owner and RealPage, and subject to the license rights set forth herein, Site Owner owns all rights, title and interest (including all Intellectual Property rights) in and to the Site Owner Data and Usage Data.
3. Suggestions. If Site Owner provides any suggestion, comment, idea, improvement or other feedback relating to the Services to RealPage, then Site Owner hereby grants RealPage a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made such input for any lawful purpose, without credit or compensation to Site Owner.
4. Intellectual Property Notices. Site Owner will not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Services.
5. Reservation of Rights. Each of the parties reserves all rights not expressly granted under the Agreement.

7. Site Owner Data

1. Rights to Use Site Owner Data. Site Owner grants to RealPage (solely for the Permitted Purposes) a perpetual, irrevocable, royalty-free, world-wide, non-exclusive right and license to access, use, extract, aggregate, compile, reproduce, modify, adapt, publish, and create derivative works from Site Owner Data, and to sublicense, distribute, display, store, and transmit Site Owner Data between RealPage and its affiliates, and to incorporate Site Owner Data in other works in any form, media, or technology now known or later developed.
2. Permitted Purposes. The “Permitted Purposes” are:
   1. support and provision of the System and Services, and all other uses necessary for RealPage to perform its obligations under the Agreement;
   2. maintenance, operation, and enhancement of the Services and System, including any databases in which Site Owner Data resides;
   3. internal statistical analysis regarding Site Owner Data;
   4. distribution or publication of Site Owner Data (solely in a De-Identified Form) in summary and benchmark reports.  “De-Identified Form” means a format that does not enable a person accessing the data to associate such data with any specific individual or asset;
   5. generation of Output (“Output” means Site Owner Data in De-Identified Form and any derivative works therefrom);
   6. transmission, display or publication of Site Owner Data to third-party services providers specified by Site Owner in writing or as contemplated under the Agreement; and
   7. any other purposes expressly authorized by Site Owner under the terms of the Agreement.
3. Protecting Site Owner Data. RealPage will implement and maintain during the Term a written information security program to protect: (i) the security of Site Owner Data; (ii) against anticipated threats or hazards to the security of Site Owner Data; and (iii) against unauthorized access to or use of Site Owner Data.  Such security measures and procedures will be no less rigorous than are required under information security and data privacy laws, rules and regulations applicable to the provision of the Services (collectively “Applicable InfoSec Laws”).  Further, as it relates to Site Owner Data that is Confidential Information, such security measures and procedures will be no less rigorous than the measures and procedures that RealPage uses to protect its own Confidential Information.  Such program will contain physical, technical and administrative controls for the maintenance, transmittal and disposal of Site Owner Data, including access controls and password protected access, electronic barriers (e.g., firewalls or other similar barriers), encryption, secured storage of Site Owner Data (for hardcopy and electronic documents), and appropriate policies and employee training.  These controls are to be commercially reasonable and appropriate for the type of Site Owner Data received hereunder, and will include ongoing data security risk assessment and adjustments.
4. Deletion of Site Owner Data. The parties acknowledge and agree that RealPage is not required to retain Site Owner Data for any period of time for the benefit of Site Owner.  Notwithstanding the foregoing, RealPage will retain and make Usage Data accessible to Site Owner for a period of at least 90 days after the date on which RealPage collected such Usage Data.
5. Security Breach. If either party becomes aware of a Security Breach, then it will promptly (but in no case more than 48 hours after it becomes aware of such Security Breach) give the other party written notice of the Security Breach, provided that such party may delay providing such notice to the extent required by applicable law or the written instructions of a law enforcement agency. If RealPage becomes aware of a Security Breach occurring with respect to any Site Owner Data or Usage Data within RealPage’s custody or control, or RealPage has a reasonable basis to suspect that such a Security Breach has occurred, then RealPage will (i) promptly address the Security Breach, including taking any remedial actions as may be required by applicable law; and (ii) cooperate in good faith to investigate any incident and assist Site Owner with meeting any applicable legal obligations relating thereto.
6. Security Audits. On an annual basis, RealPage  will engage a recognized third-party audit firm to perform a SOC 2, Type 2 audit in accordance with the Statement on Standards for Attestation Engagements (SSAE) No. 18, Service Organization Control (SOC), addressing controls related to the System.  Upon written request by Site Owner, RealPage will provide a summary of any material deficiencies in processes or systems mentioned in the most recent SOC audit report and related corrective action.  Site Owner will treat any such summary as RealPage’s Confidential Information.
7. CCPA. The CCPA Data Processing Statement set forth at http://realpage.force.com/ccpa (the “CCPA Statement”) applies to “Personal Information” of a “Consumer” as those terms are defined under the California Consumer Privacy Act of 2018 (“CCPA”) (referred to in the CCPA Statement as “Personal Data”) that RealPage processes in the course of providing the Services. RealPage understands the terms in the CCPA Statement and agrees to comply with them. The terms of the CCPA Statement will prevail in connection with the purpose and scope of the CCPA Statement over any conflicting terms in the Agreement.

8. Fees and Taxes

1. Fees. Site Owner will pay RealPage the applicable fees set forth in the Order Form or SOW pursuant to the payment terms specified therein. If the Order Form or SOW does not set forth payment terms, then payment will be due within 30 days after the date of Site Owner’s receipt of the applicable invoice. Any payment not received by RealPage when due will incur interest at the rate of 1.5% per month or the maximum amount permitted by law, whichever is lower. All fees are denominated in U.S. dollars unless otherwise specified.
2. Taxes. Any and all amounts payable by Site Owner are exclusive of any value-added, sales, use, excise or other similar taxes (collectively, “Taxes”). Site Owner is solely responsible for paying all applicable Taxes, except any Taxes based upon RealPage’s income. If RealPage has the legal obligation to collect any Taxes, then Site Owner will reimburse RealPage upon invoice by RealPage. If Site Owner is required by law to withhold any Taxes from its payments to RealPage, then Site Owner will provide RealPage with an official Tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments.

9. Term, Suspension and Termination

1. Term. The Term of the Agreement will be as set forth in the Order Form.
2. Suspension. RealPage reserves the right to suspend access to the Services (i) if any fees due under the Agreement remain unpaid more than 30 days after such fees are due; or (ii) upon the occurrence of an Emergency Security Issue. In the event of suspension due to an Emergency Security Issue, RealPage will work in good faith with Site Owner, and Site Owner will provide all reasonably requested assistance, to limit suspension to the minimum extent and duration necessary to resolve the Emergency Security Issue.
3. Termination. The Services may be terminated (i) by a non-breaching party upon a material breach of the Agreement by the other party if such breaching party does not cure the material breach within 30 days after receipt of written notice of such breach from the non-breaching party (provided that, if the breach at issue is not capable of being cured within the 30-day cure period and the breaching party has commenced reasonable efforts to remedy such breach, the cure period will be extended to 45 days after notice of such breach); or (ii) by either party in the event the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law where such proceeding has not been dismissed within 60 days; has a receiver or manager appointed where such appointment has not been dismissed within 60 days; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business where such action is not dismissed within 60 days.
4. Events Upon Termination. Notwithstanding the expiration of the Agreement for any reason, neither party will be relieved of any duty, obligation, debt or liability that arose or accrued prior to the effective date of such expiration or termination. Upon expiration or termination of the Agreement for any reason (i) Site Owner and all Admin Users will immediately cease all access to and use of the Services; (ii) except as otherwise expressly permitted in these Service Terms, each party will immediately cease all use of the other party’s Confidential Information and return or destroy all copies of such Confidential Information that are within its custody or control (and any retained Confidential Information will remain subject to the confidentiality obligations set forth herein); and (iii) except following RealPage’s termination of the Services for cause due to nonpayment or due to any potentially ongoing harm, RealPage will reasonably cooperate with Site Owner to provide the Services to residents during the transition to a new provider for a period of up to 60 days after expiration or termination, provided that (y) Site Owner pre-pays RealPage for the Services during the transition period; and (z) Site Owner complies with these Service Terms with respect to its access to and use of the Services during such transition period.
5. Survival. The provisions of the Agreement relating to (i) any perpetual license or authorization, (ii) warranty disclaimer, (iii) indemnification, (iv) limitation of liability, (v) limitation of actions, (vi) entire agreement, (vii) ownership of intellectual property, (viii) confidentiality, (ix) payment and (x) any provision that, by its terms, is intended to survive the expiration or termination of the Services will survive such expiration or termination.

10. Representations and Warranties

1. General. RealPage and Site Owner each represents and warrants to the other that (i) it has the necessary power and authority to enter into the Agreement; (ii) its execution and performance of the Agreement have been duly authorized by all necessary corporate or institutional action; (iii) its entry into and performance of the Agreement will not conflict with any provision of law or its certificate of incorporation, bylaws or comparable organizational documents; (iv) no action by any governmental entity is necessary to make the Agreement valid and binding upon it; and (v) it possesses all governmental licenses and approvals necessary to perform its obligations under the Agreement.
2. RealPage Representations and Warranties. RealPage further represents and warrants that (i) the Guidelines will allow for the proper function of the Services provided the Integrator installs and configures the Hardware in accordance with the Guidelines; and (ii) RealPage will provide the Services and (as applicable) any design and installation services relating to the System in a competent and workmanlike manner using practices consistent with prevailing industry standards, but in no case less than reasonable care.  RealPage’s foregoing representations and warranties are contingent on the Services being used in accordance with, and in the manner and environment contemplated under, these Service Terms.

11. Indemnification

1. RealPage Indemnification. RealPage will indemnify, defend and hold Site Owner, its directors, officers, employees and agents harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) (collectively, “Losses”) arising from any action or claim of an unaffiliated third party, including any action or claim of a governmental entity, based upon or resulting from (i) RealPage’s improper installation of a component of the System; (ii) the Services’ infringement of such third party’s Intellectual Property; or (iii) a Security Breach caused by RealPage’s gross negligence, willful misconduct or failure to comply with Applicable InfoSec Laws.  Notwithstanding anything to the contrary, RealPage will have no obligation to indemnify, defend or hold Site Owner harmless from any Losses to the extent they arise from (1) use of the Services by Site Owner or any End User, or through Site Owner Facilities, in any manner that does not comply in all material respects with the terms and conditions of these Service Terms or, as applicable, the EULA; (2) use of the Services by Site Owner or any End User in combination with any hardware or software not provided or approved by RealPage; or (3) modifications to the Services by or on behalf of Site Owner not made or authorized by RealPage (clauses (1) through (3) collectively defined as the “Exceptions”). If any part of the Services becomes (or is likely to become) the subject of a claim asserting that use of the Services infringes the Intellectual Property of a third party, RealPage may, at its sole discretion (y) procure a license as necessary for the provision of the Services as required under the Agreement; or (z) modify or replace the Services to avoid infringement, provided that the Services as modified or replaced retains materially the same or better features and functionality.  If these remedies cannot be accomplished in a commercially reasonable manner, then RealPage may terminate Site Owner’s license to access and use the Services and refund all unused Fees for the Services.
2. Site Owner Indemnification. Site Owner will indemnify, defend and hold RealPage, its Affiliates and their respective directors, officers, employees and agents harmless against any Losses arising from any action or claim of an unaffiliated third party, including any action or claim of a governmental entity, based upon or resulting from (i) any Exception; (ii) Site Owner’s or any End User’s failure to comply with any laws applicable to the use of the Services; (iii) any Visitor’s access to a Site through the Self-Guided Tours product (including, without limitation, any damages, losses or injuries arising from the conditions of the Site, or from the acts or omissions of any Site staff, residents or other visitors); and (iv) Site Owner’s relationship with any Resident or Guest that is independent of such Resident’s or Guest’s use of the Services.
3. Procedure. The indemnified party will (i) give the indemnifying party prompt notice of any indemnified claim, provided that failure of the indemnified party to give such prompt notice will not relieve the indemnifying party of any obligation to indemnify pursuant to this Section 11, except to the extent the indemnifying party’s ability to defend the claim has been materially prejudiced thereby; (ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim, provided that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment, bear any obligation or concede any liability. The indemnified party will have the right to retain its own counsel at its own expense to participate in the defense or settlement of any indemnified claim.

12. Confidential Information

1. Maintenance and Use. Receiving Party will maintain Confidential Information of Disclosing Party in strict confidence, using the same degree of care that it uses to protect the confidentiality of its own confidential information of like nature, but in no case less than reasonable care. Receiving Party will not (i) use or disclose Confidential Information of Disclosing Party other than as necessary to exercise its rights and fulfill its obligations under the Agreement; or (ii) modify, adapt, reverse engineer, decode, decompile or disassemble Confidential Information of Disclosing Party, or create any derivative work based upon Confidential Information of Disclosing Party, except as expressly permitted under the Agreement.
2. Access. Receiving Party will restrict access to and use of Confidential Information of Disclosing Party to Receiving Party’s directors, officers, employees, contractors, agents and legal and financial advisers who (i) have a legitimate need to know the Confidential Information for an expressly permitted purpose under these Service Terms; (ii) are informed of the confidential nature of the Confidential Information; and (iii) have obligations with respect to the Confidential Information that are consistent with, and at least as restrictive as, those imposed by these Service Terms.
3. Required Disclosures. Receiving Party may disclose Disclosing Party’s Confidential Information as required to comply with the order of a governmental entity that has jurisdiction over Receiving Party or as otherwise required by law, provided that Receiving Party (i) notifies Disclosing Party in writing of such required disclosure in advance (to the extent permitted by law) to provide Disclosing Party with an opportunity to seek a protective order; (ii) reasonably cooperates with the Disclosing Party, at the Disclosing Party’s expense, in an effort to seek a protective order (as applicable); and (iii) takes reasonable steps to minimize the extent of any such required disclosure.
4. Return, Deletion or Destruction. Upon the request of Disclosing Party, Receiving Party will return to Disclosing Party or delete or destroy all tangible materials or portions thereof constituting or containing Confidential Information (including all copies, summaries and excerpts of Confidential Information) that are within its custody or control (except (i) as otherwise expressly permitted in these Service Terms or (ii) retained pursuant to the Receiving Party’s document retention policies or automated backup procedures in accordance with applicable law). Such return, deletion or destruction by Receiving Party, along with delivery to Disclosing Party of a written certification of such return, deletion or destruction, will take place promptly, but no later than 15 days, after request by Disclosing Party.  Any retained Confidential Information will remain subject to the confidentiality obligations in these Service Terms.

13. Disclaimer of Warranties

1. SUBJECT TO SECTION 10 (REPRESENTATIONS AND WARRANTIES) AND SCHEDULE A (SERVICE LEVEL TERMS) OF THESE SERVICE TERMS (I) THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS; AND (II) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (Y) REALPAGE DISCLAIMS (1) ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (2) ANY LOSS, DAMAGE OR OTHER LIABILITY ARISING FROM OR RELATING TO HARDWARE (INCLUDING ANY IMPROPER INSTALLATION, CONFIGURATION OR MAINTENANCE) OR ANY OTHER PRODUCTS OR SERVICES NOT PROVIDED BY REALPAGE; AND (Z) REALPAGE MAKES NO WARRANTY OR REPRESENTATION THAT (1) THE SERVICES WILL MEET THE REQUIREMENTS OF SITE OWNER OR ANY END USERS; (2) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE.
2. SITE OWNER ACKNOWLEDGES AND AGREES THAT THE SERVICES (I) ARE NOT INTENDED TO OPERATE AS A SECURITY MONITORING SYSTEM; (II) DO NOT REDUCE THE LIKELIHOOD OF OR ELIMINATE OCCURRENCES OF EVENTS SUCH AS THEFTS, BURGLARIES, ROBBERIES, ASSAULTS AND OTHER CRIMES (COLLECTIVELY, “UNDESIRED OCCURRENCES”); AND (III) MAY NOT AVERT OR MINIMIZE UNDESIRED OCCURRENCES OR THEIR CONSEQUENCES.  SITE OWNER FURTHER ACKNOWLEDGES AND AGREES THAT SITE OWNER IS NOT RELYING ON THE SERVICES TO AVERT OR MINIMIZE UNDESIRED OCCURRENCES OR THEIR CONSEQUENCES.

14. Limitation of Liability

1. EXCEPT FOR LIABILITY FOR (1) SITE OWNER’S BREACH OF ITS OBLIGATIONS UNDER SECTION 2(B) (RESTRICTIONS) OR (2) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES OR REPUTATIONAL HARM, FOR ANY MATTER RELATING TO OR ARISING IN CONNECTION WITH THE AGREEMENT, WHETHER BASED ON ONE OR MORE ACTIONS OR CLAIMS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE SERVICES, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SERVICES OR ITS DELIVERY VIA THE INTERNET CAUSED BY A THIRD PARTY, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
2. EXCEPT FOR LIABILITY FOR (I) SITE OWNER’S BREACH OF ITS OBLIGATIONS UNDER SECTION 2(B) (RESTRICTIONS) OR (II) A PARTY’S LIABILITY FOR (1) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (2) BREACH OF ITS OBLIGATIONS UNDER SECTION 12 (CONFIDENTIAL INFORMATION) OR (3) INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY MATTER RELATING TO OR ARISING IN CONNECTION WITH THE AGREEMENT, WHETHER BASED ON ONE OR MORE ACTIONS OR CLAIMS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE AMOUNT OF FEES PAID BY SITE OWNER TO REALPAGE FOR THE SERVICES DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT DATE ON WHICH THE CLAIM IS BASED, OR, TO THE EXTENT SITE OWNER HAS BEEN PAYING FEES TO REALPAGE FOR LESS THAN 12 MONTHS, THE AMOUNT OF FEES SITE OWNER IS EXPECTED TO PAY TO REALPAGE FOR THE SERVICES OVER A 12-MONTH PERIOD BASED ON EXISTING EXECUTED ORDER FORMS.
3. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL REALPAGE’S AGGREGATE LIABILITY UNDER THESE SERVICE TERMS WITH RESPECT TO (I) ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 11(a)(III) OR (II) ANY SECURITY BREACH CLAIMS EXCEED TWO TIMES (2X) THE AMOUNT OF FEES PAID BY SITE OWNER TO REALPAGE FOR THE SERVICES DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT DATE ON WHICH THE CLAIM IS BASED, OR, TO THE EXTENT SITE OWNER HAS BEEN PAYING FEES TO REALPAGE FOR LESS THAN 12 MONTHS, THE AMOUNT OF FEES SITE OWNER IS EXPECTED TO PAY TO REALPAGE FOR THE SERVICES OVER A 12-MONTH PERIOD BASED ON EXISTING EXECUTED ORDER FORMS.
4. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF THE LIMITED REMEDIES HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

15. Self-Guided Tours

If Site Owner’s subscription to the Services also includes access to RealPage’s Self-Guided Tours product, then the parties agree that the following additional terms will apply solely to the Self-Guided Tours product:

1. Acknowledgment. Site Owner acknowledges and agrees that the Self-Guided Tours product provides a platform through which third-party visitors (each a “Visitor”) may learn about, access and tour a Site. RealPage is not a party to any agreement between Site Owner and any Visitor, nor is RealPage providing any services under Self-Guided Tours to Site Owner or any Visitor as a real estate broker, agent or insurer.
2. Disclaimer of Warranties. In addition to any other disclaimer of warranties set forth herein, the parties agree to the following disclaimer relating solely to the Self-Guided Tours product: REALPAGE DOES NOT MAKE ANY PROMISES OR WARRANTIES (EXPRESS OR IMPLIED) RELATING TO ANY VISITOR, INCLUDING, WITHOUT LIMITATION, RELATING TO THE ACTS, OMISSIONS OR CONDUCT OF ANY VISITOR AT A SITE. ACCORDINGLY, SITE OWNER EXPRESSLY AGREES THAT REALPAGE IS NOT LIABLE FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY VISITOR, INCLUDING WITHOUT LIMITATION FOR ANY DAMAGES, LOSSES OR INJURIES CAUSED (IN WHOLE OR IN PART) BY ANY SUCH VISITOR.

16. Miscellaneous

1. Independent Contractors. The relationship between RealPage and Site Owner established by the Agreement is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express prior written consent of such other party.
2. Notice. Any notices given under the Agreement will be in writing and personally delivered by hand, sent via an internationally-recognized courier service, or mailed by first-class certified mail (return receipt requested) to the address for each party as set forth below. Notices will be deemed to have been given (i) if personally delivered by hand, when delivered (with written confirmation of delivery); (ii) if sent via an internationally-recognized courier service, when delivered (as shown in the records of the courier); or (iii) if mailed by first-class certified mail, return receipt requested, 3 business days after being mailed.
   
   • To RealPage:
     Stratis IoT, Inc. d/b/a RealPage Smart Building
     Attn: Senior Vice President
     2201 Lakeside Blvd.
     Richardson, Texas 75082
     
     With copy to (which will not constitute notice):
     RealPage, Inc.
     Attn: Legal Department
     2201 Lakeside Blvd.
     Richardson, Texas 75082
   • To Site Owner:
     As specified in the Order Form.
3. Assignment. Site Owner may not assign the Agreement, or assign or delegate any right or obligation hereunder, by operation of law or otherwise, without the prior written consent of RealPage, which consent will not be unreasonably withheld, conditioned or delayed. The Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
4. Insurance. During the term of the Agreement, each party will maintain the following types and amounts of annual insurance coverage: (i) commercial general liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (ii) excess umbrella liability with limits no less than $3,000,000; (iii) worker’s compensation with limits no less than the minimum required by applicable law; (iv) employer’s liability insurance with limits no less than $1,000,000 bodily injury by disease; (v) technology, media, and information errors & omissions, inclusive of cyber liability, with limits no less than $3,000,000 per occurrence; and (vi) automobile liability insurance for claims arising out of ownership, maintenance, or use of owned, non-owned and hired motor vehicles at, upon or away from the Site with no less than $1,000,000 per occurrence bodily injury and property damage combined.  All policies will be (x) written on an occurrence basis and not on a claims-made basis; (y) endorsed to waive any rights of subrogation against the other party and its partners, members, officers, directors, employees, agents, successors and assigns; and (z) issued by an insurance company with a Best’s Rating of no less than A/XI and admitted to do business in the state where the Site is located.
5. Entire Agreement. The Agreement contains the entire agreement between Site Owner and RealPage with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter.
6. Amendment. The Agreement may not be amended except in a writing executed by an authorized representative of each party.
7. Severability. If any provision of the Agreement is held to be invalid or unenforceable under applicable law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the Agreement.
8. Governing Law. The Agreement will be governed by and construed and enforced in accordance with the of the State of Texas and the laws of the United States of America applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the Agreement.
9. Jurisdiction. The parties agree that any action, proceeding, controversy or claim between them arising out of or relating to the Agreement (each, an “Action”) will be brought only in a court of competent jurisdiction in Dallas County, Texas.  Each party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action.
10. Legal Fees. In any legal proceeding to enforce or interpret the terms of the Agreement, the prevailing party may recover from the other party, in addition to other relief, all costs and expenses, including, without limitation, reasonable legal fees and court costs, incurred by the prevailing party.
11. No Waiver. The failure of either party to require strict performance by the other party of any provision of the Agreement will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision of the Agreement be taken or held to be a waiver of the provision itself. Any waiver of the provisions of the Agreement, or of any breach of the Agreement, must be set forth in a written instrument signed by the party against which such waiver is to be enforced.
12. Force Majeure. Neither party will be liable for any failure to perform under the Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental entity, epidemic, pandemic, public health crisis, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.  This does not excuse Site Owner from its payment obligations under the Agreement.
13. Counterparts. The Order Form may be executed in one or more counterparts, each of which is deemed an original, but all of which together will constitute one and the same agreement.

17. SALTO Space Software

1. If Site Owner utilizes SALTO Space software (“SALTO”) with the Services, then the parties agree that the following additional terms will apply:
1. The SALTO integration requires a dedicated computer with a VPN connection, and the Services may be disrupted if the VPN connection for such computer is affected for any reason—including, without limitation, if the computer is restarted, loses WiFi connection, or changes WiFi settings;
2. The SALTO integration requires an encoder to be permanently connected to the dedicated computer, and the Services may be disrupted if the connection to the encoder is affected for any reason—including, without limitation, by disconnecting or removing the encoder;
3. RealPage may monitor the underlying stability of the SALTO integration with the Services, but RealPage is not responsible or liable for reporting instances of such instability;
4. RealPage has no obligation to update to the latest version of SALTO;
5. If Site Owner chooses to update to the latest version of SALTO, then Site Owner may use SALTO on a stand-alone basis, where a Resident User may use a fob or the SALTO mobile app for Unit and Common Area access;
6. Site Owner is solely responsible for any disruption to the Services caused by SALTO; and
7. RealPage has no support obligations whatsoever relating to SALTO.

1. General

1. Contact. RealPage and Site Owner will each designate in writing an administrative representative to communicate with each other with respect to maintenance and support issues under this Schedule A (each, an “Administrative Contact”).
2. Hours. RealPage will provide maintenance and support relating to the Services during its normal business hours, Monday through Friday, from 9:00 a.m. to 5:00 p.m. CT (excluding U.S. federal holidays), provided that the foregoing does not apply with respect to Severity Level 1 or 2 Service Requests, for which RealPage will provide maintenance and support 24 hours per day, 7 days per week, 365 days per year.
3. Process. RealPage will make an online helpdesk, FAQs, help guides, tutorials and other support materials available to End Users to assist them in accessing and using the Services. If an End User cannot resolve his or her maintenance or support issue by accessing such resources, including by contacting the online helpdesk, then such End User must submit a service request to RealPage via an email sent to: help@realpage.com or as otherwise provided within the helpdesk function within the Services (each a “Service Request”).
4. Remote Support. Upon receipt of a Service Request, RealPage will provide remote (i.e., not on-Site) support services in an attempt to address the applicable issue.  If the Service Request is expressly limited to Smart Building software functionality and RealPage is unable to resolve the Service Request through the provision of remote support, then RealPage will send appropriate personnel to the Site to resolve the Service Request.
5. On-Site Support. If the Service Request is not expressly limited to Smart Building software functionality and RealPage is unable to resolve the Service Request through the provision of remote support, then the parties agree that RealPage is authorized to notify (using the most current Supporting Partner contact information provided by Site Owner) and (as applicable) dispatch Site Owner’s designated Supporting Partner(s) for the purpose of providing any on-Site support necessary to resolve the Service Request.  Site Owner agrees that any such on-Site support will be governed by the terms and conditions between Site Owner and such Supporting Partner(s) and that RealPage will have no obligation or liability relating to such on-Site support and any work performed by such Supporting Partner(s).  Notwithstanding the foregoing, RealPage will assist the Supporting Partner(s) in good faith, including sharing relevant information relating to the Service Request in an attempt to expedite resolution of the Service Request.

2. Maintenance

Site Owner will receive access to and use of all fixes, enhancements, or updates to the Services that RealPage does not elect to market separately to its entire user base. RealPage agrees that any fixes to or updates to the Services that it provides to its general user base will not be marketed separately to Site Owner.

3. Availability

1. Definitions.
   • “Availability Period” means the percentage calculated by subtracting from 100% the percentage of minutes during the month that constitute Downtime.
   • “Downtime” means any period of time during which a Severity Level 1 or 2 error exists, excluding Permitted Downtime.
   • “Permitted Downtime” means any period of time during which the Service at issue is inaccessible due to: (i) a Service Exclusion; or (ii) scheduled maintenance, provided that: (1) RealPage gives Site Owner at least 2 days' notice of such scheduled maintenance; and (2) such scheduled maintenance occurs only between 10:00 p.m. and 6:00 a.m. CT, lasts no more than two hours per occurrence, and occurs no more frequently than once per week.
   • “Service Exclusion” means any error that is attributable to (i) Hardware (including any improper integration, configuration, or maintenance) that was not manufactured by RealPage, (ii) use of the Services in any manner by Site Owner or any End Users, or through Site Owner Facilities, that does not comply in all material respects with this Agreement, (iii) use of the Services by Site Owner or any End Users, or through Site Owner Facilities, in combination with any Hardware or software not provided or approved by RealPage, (iv) modifications to the Services by or on behalf of Site Owner or any End Users not made or authorized in writing by RealPage, (v) inaccurate or incomplete Site Owner Data, (vi) failure of any power supply or Internet connectivity for Hardware, or (vii) a Force Majeure event.
2. Assurance. RealPage will ensure that the Availability Period for the Services at a Site, measured on a calendar month basis, exceeds 99.0%.  If the Availability Period for a month falls below 99.0% and RealPage fails to address the applicable Severity Level 1 or 2 error (as applicable) within the timeframe set forth in Section 2(c) of this Schedule A, then Site Owner’s exclusive remedy for each day of such month that the Downtime percentage exceeded 1.0% of the minutes during such day is for RealPage to credit Site Owner’s account for 1/30th of the monthly recurring fee paid by Site Owner for the applicable Service for the Site.  For example, if the Availability Period for a month fell below 99.0%, and there were 3 individual days during such month when the Downtime percentage exceeded 1.0% and RealPage failed to address the applicable Severity Level 1 or 2 error (as applicable) within the timeframe set forth in Section 2(c), then RealPage would credit Site Owner’s account for 3/30th of the monthly recurring fee paid by  Site Owner for the applicable Service for the Site.  Site Owner may apply the credit against future payments under the Agreement. If any credit remains upon termination of the Agreement, then RealPage will issue the credit as a refund to Site Owner within 30 days after such termination.

4. Classification and Response

1. Requests. For Service Requests relating solely to the Services software functionality, RealPage will work in good faith to classify and respond to the Service Request in accordance with the classifications (Severity Level 1 through 4) and corresponding response times below:
2. Classification. Each Service Request will be classified as follows:
   • Severity Level 1: Critical error in the Service that renders all aspects of the Service at the Site nonworkable with no User-implemented backup or work-around (including lack of Basic Functionality) available.
   • Severity Level 2: Significant error in the Service that renders certain aspects of the Service at the Site nonworkable with no User-implemented backup or work-around (including lack of Basic Functionality) available.
   • Severity Level 3: Minor error in the Service that may render certain aspects of the Service at the Site nonworkable but a user-implemented backup (including Basic Functionality) is available.
   • Severity Level 4: Information request or request for clarification on use of a function of the Service.
3. Response. After receipt of a Service Request, RealPage will commence remedial measures as described below within the timeframes set forth below:
   • Severity Level 1: RealPage will promptly initiate the following procedures: (i) assign resources to diagnose and correct the error using commercially reasonable efforts; (ii) provide ongoing communication on the status of remedial measures; and (iii) advise of a temporary work-around or fix, if available. 
     
     Target resolution timeframe: 24 hours.
     
   • Severity Level 2: RealPage will promptly initiate the following procedures: (i) assign resources to diagnose and correct the error using commercially reasonable efforts; (ii) provide ongoing communication on the status of remedial measures; and (iii) advise of a temporary work-around or fix, if available. 
     
     Target resolution timeframe: 48 hours.
     
     
   • Severity Level 3: RealPage will advise of a temporary work-around or fix, if available, or RealPage may implement a fix in the next general release of the Service (or applicable component of the Service).
     
     Target resolution timeframe: 10 business days.
     
     
   • Severity Level 4: RealPage will provide the information or clarification requested.
4. Records. RealPage will make available an electronic helpdesk for logging Service Requests and RealPage’s responses to Service Requests.
5. Exclusions. RealPage will have no obligation to address any Service Request to the extent the error is attributable to a Service Exclusion.