Subscription Agreement

1. SaaS Services and Support

1. Subject to the terms of this Agreement, HelloData will provide Customer access to the software and the services identified in the Order Form for up to the number of units set forth in the Order (“Services”). Customer will be required to set up an account with HelloData to access the Services. Customer must ensure that all data entered as part of the account set up is accurate and remains accurate during the Term of this Agreement, as defined below. All data collected pursuant to the account set up is subject to the HelloData Privacy Policy, available at: https://www.hellodata.ai/privacy-policy.
2. Customer understands and agrees that the Services require use by HelloData of one or more third-party data sources and that HelloData may be required to change and modify its data sources from time to time. HelloData has no responsibility for the accuracy or integrity of the data that it sources from any third-party, which is obtained by HelloData if and as made available by such third-party data source. HelloData may make changes to the Services from time to time and will notify Customer in advance if such changes are reasonably likely to materially degrade the performance of the Services.
3. Subject to the terms hereof, HelloData will provide Customer with reasonable technical support services between the hours of 9am and 5pm EST. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond HelloData’s reasonable control, but HelloData will provide advance notice via email of any scheduled service disruption and will use commercially reasonable efforts to conduct all scheduled services after regular business hours. HelloData will make the Services available to Customer in accordance with the Service Level Agreement attached as Exhibit A to this Agreement.

2. Restrictions and Responsibilities

1. Customer will not, and will not authorize or permit any third-party to, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by HelloData or authorized within the Services); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) use the Services to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system or data; (v) use automated scripts or bots to use or access the Services.
2. Further, Customer will not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
3. Customer represents and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Although HelloData has no obligation to monitor Customer’s use of the Services, HelloData may do so and may suspend any use of the Services that it reasonably believes may be in violation of this Agreement or may present a security risk to HelloData or any third-party.
4. Customer will be responsible for maintaining the security of the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all activities through the Customer account with or without Customer’s knowledge or consent.

3. Reports

The Services include features that allow Customer to generate and share market survey reports, data compilations, and/or summaries (“Reports”). Customer’s ability to generate and share Reports is subject to the nature of Customer’s subscription and the following restrictions:

1. Per-User Subscriptions. If Customer’s subscription to the Services is based on a per-user subscription model, Customer may generate Reports solely for Customer’s internal business use. Customer may not share Reports with third parties, including but not limited to customers, clients, partners, vendors, or affiliates, unless (a) the sharing feature has been explicitly enabled by HelloData or (b) prior written authorization has been provided by HelloData. Automated email distribution of Reports and scheduled sharing are subject to the same restrictions.
2. Per-Unit or Portfolio-Wide Subscriptions. If Customer’s subscription to the Services is based on a per-unit or portfolio-wide model, Customer may share Reports externally with third parties, but only for properties that are (a) actively owned or managed within Customer’s subscribed portfolio and (b) reported accurately to HelloData. Sharing of Reports for properties outside of Customer’s covered unit count is strictly prohibited. Customer agrees to confirm the portfolio affiliation of each property before externally sharing or disclosing any Reports or enabling automated Report delivery. HelloData reserves the right to audit Customer’s sharing activity and may restrict or revoke sharing rights for properties outside of Customer’s subscribed portfolio immediately without notice if HelloData reasonably believes that Customer has violated its obligations herein.
3. Prohibited Uses; Verification and Monitoring. Customer may not circumvent usage limitations, including by underreporting unit count or using the Services on behalf of entities or properties not covered by Customer’s subscription. HelloData may, in its sole discretion, require Customer to verify that a property is included in Customer’s subscribed portfolio prior to enabling Report sharing or automated delivery. HelloData reserves the right to disable Report sharing, revoke access to automated email distribution, or delete previously shared Reports at any time, in its sole discretion. Customer acknowledges and agrees that unauthorized use, sharing, or dissemination of Reports constitutes a material breach of this Agreement and may constitute a violation of HelloData’s intellectual property rights. HelloData may restrict or revoke access to any feature of the Services if HelloData reasonably determines that Customer’s usage exceeds the scope of Customer’s subscription or violates this Agreement.

4. Confidentiality; Proprietary Rights

1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third-party any such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third-party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
2. HelloData owns and retains all right, title and interest in and to (a) the Services and Software, including all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.
3. HelloData has the right to collect and analyze data relating to the usage and performance of the Services and related systems and technologies and will be free (during and after the term hereof) to use such information and data to improve and enhance the Services. Such data shall in no way be used for any other purpose than to improve and enhance the Services.

5. Payment of Fees

1. Customer will pay HelloData the fees for the Services (“Fees”) as set forth in the Order Form. HelloData reserves the right to adjust the Fees at the end of the Initial Service Term or then-current renewal term, upon at least thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that HelloData has billed Customer incorrectly, Customer must contact HelloData no later than 60 days after the closing date on the first billing statement in which the error or problem appeared to allow HelloData to review whether an adjustment or credit is required. Inquiries should be directed to support@hellodata.ai.
2. In the event HelloData accepts payment by credit or debit card, HelloData is not responsible if Customer’s card is declined or otherwise rejected. All credit card payments are processed through HelloData’s third-party credit card processors as further set forth in the HelloData Privacy Policy.
3. HelloData may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by HelloData within thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection reasonably incurred. Customer will be responsible for all taxes associated with Services other than U.S. taxes based on HelloData’s net income.
4. All invoices issued by HelloData will be sent via email to the billing contact designated by Customer. HelloData does not submit invoices through third-party vendor portals or payable platforms. Customer agrees to receive and process invoices transmitted directly by email.
5. If Customer elects centralized billing, HelloData will issue a single consolidated invoice encompassing all applicable properties, services, and accounts. Customer agrees to remit payment as one consolidated transaction for the full invoiced amount. If multiple payments are submitted toward a single invoice, Customer shall be responsible for any transaction fees or administrative charges incurred as a result.
6. Units and Unit Count; Monthly Minimum. If the Subscription Services Order Form provides that fees for Services are based on Customer’s Unit Count, then Customer is required to provide Customer’s then-current Unit Count (the “Initial Unit Count”) at the time of the initial Order Form. “Unit Count” means the actual number of separate residential dwelling units (each a “Unit”) associated with Customer (i.e. owned by Customer, managed by Customer, etc.). The Initial Unit Count is used for the initial invoice for Services and fees. Customer agrees to keep Customer’s Unit Count current throughout the Term, or less frequently if specified on the Order Form. Customer’s Unit Count may be subject to periodic audit by HelloData. Customer may increase the Unit Count during the Term, but, for purposes of determining the fees for Services, Customer’s Unit Count cannot be decreased during the Term below the greater of: (i) ninety percent (90%) of Customer’s Initial Unit Count, or (ii) one thousand (1,000) Units (the “Minimum Unit Count”). In the event that Customer’s Unit Count falls below the Minimum Unit Count, HelloData agrees to negotiate with Customer the terms of an updated Order Form that is based on Customer’s then-current Unit Count, subject to increases in fees per Unit.

6. Term and Termination

1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and will automatically renew for additional periods of the same duration as the Initial Service Term (collectively, any renewal term with the Initial Service Term, the “Term”), unless either party requests termination in writing at least thirty (30) days prior to the end of the Term.
2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches this Agreement and fails to cure such breach during the 30-day period.
3. HelloData may immediately terminate this Agreement in the event of any violation of law or court ruling or regulatory ruling that reasonably requires the same.
4. Upon termination of this Agreement, Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. Warranty and Disclaimer

1. HelloData will provide the Services in a professional and workmanlike manner consistent with prevailing industry standards.
2. The Services utilize and will continue to utilize only publicly available rent, availability, occupancy, and concessions data. The Services do not and will not utilize rent, availability, occupancy, or concessions data from Hello Data’s clients. Notwithstanding the foregoing, HelloData may analyze usage data through platforms such as Google Analytics and Mixpanel to help improve the product, and Customer consents to that analysis.
3. Subject to Customer’s compliance with Section 2.(iii) in this Agreement, the Services comply with all federal, state, and local laws, regulations, rules, and codes, including anti-trust laws.
4. The Services will not provide third parties with a mechanism or means to share non-public rent, availability, occupancy, or concessions data or to access such non-public data of another party.
5. However, HelloData does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the Services are provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement, and all warranties that may otherwise arise from a course of dealing or usage in trade. HelloData does not warrant that the Services will be error-free or uninterrupted. HelloData expressly disclaims all representations or warranties about the data and information made available via the Services, including but not limited to the accuracy, usefulness, or availability of such data.

8. Indemnification

1. Customer will defend, indemnify, and hold harmless HelloData against any damages, losses, liabilities, judgments, settlements and expenses (including reasonable attorneys’ fees) incurred by HelloData as a result of any third-party claim, action, or proceeding arising from: (a) any breach of this Agreement, (b) Customer’s implementation of the Services in Customer’s business, (c) any business decisions made by Customer, whether or not such decisions leverage the Services, or (d) Customer’s violation of law or use of the Services or Software for an unlawful purpose.
2. HelloData will defend, indemnify, and hold harmless Customer against any damages, losses, liabilities, judgments, settlements, and reasonable expenses (including reasonable attorneys’ fees) incurred by Customer as a result of any third-party claim, action, or proceeding alleging that Customer’s use of the Services and Software as expressly permitted by this Agreement infringes the intellectual property rights of such third party.

9. Limitation of Liability

Notwithstanding anything to the contrary and to the greatest extent permitted by law, neither party will be liable to the other party under this Agreement, under any basis of liability whether in contract, tort (including negligence and strict liability) or other theory for: (a) any loss of profits or business, loss of use or data, loss of good will, cost of cover, or any indirect, exemplary, incidental, punitive, special or consequential damages, or (b) any amounts that exceed the Fees paid by Customer to HelloData for the Services in the 12 months prior to the act that gave rise to the liability, regardless of the nature of such damages in each case, whether or not a party has been advised of the possibility of such damages and whether or not such remedy fails of its essential purpose. Nothing in this provision limits or excludes: (i) a party’s indemnification obligations, (ii) damages resulting from a party’s intentional misconduct, or (iii) Customer’s violation of Section 3 (Reports).

10. Feedback

In the event that Customer submit questions, comments, feedback, suggestions, ideas, improvements, plans, notes, drawings, original or creative materials or other information about the Services (collectively, “Feedback”), Customer grants to HelloData and its designees a worldwide, perpetual, irrevocable, non-exclusive, fully-paid up and royalty free license to use, sell, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license or sub-license the Feedback. Customer acknowledges that HelloData is entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to Customer. HelloData will own exclusive rights, including all intellectual property rights, to any work it creates or has created from the Feedback.

11. Insurance

1. HelloData will, during the Term of this Agreement, carry and maintain at its own cost the following insurance with respect to the performance of the Services under this Agreement: (a) Commercial General Liability Insurance written on an occurrence form and including but not limited to operations, bodily injury, property damage, personal injury, advertising injury, products/completed operations, and contractual liability coverage, with limits not less than $1,000,000 per occurrence/$2,000,000 in the aggregate; (b) Cyber Liability Insurance, including technology errors & omissions, with a total aggregate limit of not less than $2,000,000; and (c) Workers’ Compensation Insurance coverage at limits in a sufficient amount to meet all applicable statutory requirements.
2. Upon request, HelloData will provide Customer with a certificate of insurance following execution of this Agreement. HelloData will give thirty (30) days’ written notice to Customer prior to cancellation of any policy or endorsement.
3. HelloData operates exclusively as an offsite service provider and does not participate in third-party vendor compliance, registration, or certification programs. HelloData shall be exempt from any associated participation or compliance fees. If Customer requires participation in such a program, all related fees must be fully waived.

12. Arbitration and Waiver of Class Action

Please read the following paragraphs carefully because they require Customer to arbitrate disputes with HelloData and limit the manner in which Customer can seek relief from Hello Data.

1. Applicability. Any dispute, claim, or controversy arising out of or relating to the Agreement, including the breach, termination, enforcement, interpretation, or validity of the Agreement (together, “Disputes”), will be resolved by binding arbitration on an individual basis as described in the Agreement (“Arbitration Agreement”). But, in the event of any actual, alleged, or threatened violation of confidentiality or violation of HelloData’s intellectual property or other proprietary rights, HelloData may immediately resort to court proceedings in a court of competent jurisdiction in order to seek immediate injunctive relief without posting bond, proving damages, or meeting any similar requirement. Any institution of any action for injunctive relief will not constitute a waiver of the right or obligation of either party to submit any claim seeking relief other than injunctive relief to arbitration. This Arbitration Agreement applies to Customer; Hello Data; HelloData’s affiliates; HelloData’s and its affiliates’ respective directors, officers, owners, employees, contractors, consultants, agents, representatives, predecessors in interest, successors in interest, and assigns; authorized and unauthorized users or beneficiaries of the Services; and any third-party beneficiaries.
2. Arbitrator. Arbitration proceedings will be administered by JAMS/Endispute (“JAMS”) before an arbitrator selected pursuant to the JAMS rules. The decision of the arbitrator will be final and binding. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. The parties will share equally in the costs assessed for the arbitration and each party will bear its own attorneys’ fees and costs. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. The parties understand that they would have had a right or opportunity to litigate Disputes through a court, to have a judge or jury decide their case, and to participate in a class action or other proceeding involving multiple claimants, but they have instead chosen to have all Disputes decided through individual arbitration.
3. Place; Federal Arbitration Act. The place of arbitration will be New Castle County, Delaware, unless otherwise agreed to in writing by all parties to the arbitration. This Arbitration Agreement evidences a transaction involving interstate commerce and the Federal Arbitration Act, 9 U.S.C. Sections 1-16, will govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement.
4. Confidentiality. Any and all actions taken under this Arbitration Agreement, including all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third-party.
5. Time Limitation on Claims. Arbitration proceedings must be initiated within one year after any Dispute arises. Otherwise, the Dispute is permanently barred.

13. Miscellaneous

1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
2. Neither party may assign this Agreement without the prior written consent of the other party, which will not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate of such party, or to a successor of such party in connection with any merger, acquisition, or sales of all or substantially all of such party’s assets.
3. This Agreement, together with any Order Form and the Privacy Policy, the Service Level Agreement and any exhibits attached hereto, is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, including without limitation all Customer form of purchase orders and associated terms and conditions, which are expressly disclaimed. All waivers and modifications to this Agreement must be in a writing signed by both parties, except as otherwise provided herein.
4. Neither party will be liable for delays or failure in performance under this Agreement (other than Customer’s payment obligations) resulting from acts or events beyond the reasonably control of such party, including without limitation, acts of war, acts of God, natural disasters, embargos, riots, governmental acts, and utility or telecommunication interruptions.
5. No agency, partnership, joint venture, or employment is created as a result of this Agreement. Customer does not have any authority to bind HelloData in any respect.
6. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
7. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Customer consents to receive communications from HelloData electronically to the extent permissible by law.
8. This Agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
9. This Agreement may be executed in counterparts, each of which is deemed an original but all of which together are deemed one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other electronic means is deemed to have the same force and effect as delivery of an original signed copy.
10. Customer shall not provide any API key or deliver data downloaded from the Services in any form to any other third-party real estate data, software or analytics provider without the express written consent of HelloData.
11. HelloData may display Customer’s name and logo on HelloData’s website and marketing materials. HelloData agrees to comply with Customer’s brand guidelines and will cease any use upon Customer’s written request.